Agreement - Hexagon Transporation Consultants, Inc. - Agreement for Services Bolsa Road Transportation Analysis - Signed 2023-08-01City of Gilroy
Agreement/Contract Tracking
Today’s Date: July 25, 2023 Your Name: Monica Sendejas
Contract
Type:
Services over $5k - Consultant Phone Number: 408-846-0266
Contract Effective Date:
(Date contract goes into effect)
7/31/2023
Contract Expiration Date: 7/30/2024
Contractor / Consultant Name:
(if an individual’s name, format as
last name, first name)
Hexagon Transportation Consultants, Inc.
Contract Subject:
(no more than 100 characters)
Agreement for Services Bolsa Road Transportation Analysis
Contract Amount:
(Total Amount of contract. If no
amount, leave blank)
$55,070
By submitting this form, I confirm
this information is complete:
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Date of Contract
Contractor/Consultant name and complete address
Terms of the agreement (start date, completion date or “until
project completion”, cap of compensation to be paid)
Scope of Services, Terms of Payment, Milestone Schedule and
exhibit(s) attached
Taxpayer ID or Social Security # and Contractors License # if
applicable
Contractor/Consultant signer’s name and title
City Administrator or Department Head Name, City Clerk
(Attest), City Attorney (Approved as to Form)
Routing Steps for Electronic Signature
Risk Manager
City Attorney Approval As to Form
City Administrator or Department Head
City Clerk Attestation
Sharon Goei, Community Development Director
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AGREEMENT FOR SERVICES
(For contracts over $5,000 - CONSULTANT)
This AGREEMENT made this 25 day of July, 2023, between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: Hexagon Transportation Consultants, Inc., having a principal place of
business at 4 N 2nd St. #400, San Jose CA, 95113.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on 7/31/2023 and will continue in effect through 7/30/2024
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.
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C. Employment of Assistants
CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as
CONSULTANT deems necessary to perform the services required of CONSULTANT by this
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the
performance of those services. CONSULTANT assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONSULTANT shall perform the services required by this Agreement at any place or location
and at such times as CONSULTANT shall determine is necessary to properly and timely perform
CONSULTANT’S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONSULTANT, CITY agrees to pay
CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event
however shall the total compensation paid to CONSULTANT exceed $55,070.00.
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.”
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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
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set forth below. Professional Liability Insurance written on a claims made basis (including without
limitation the initial policy obtained and all subsequent policies purchased as renewals or
replacements) must show the retroactive date, and the retroactive date must be before the earlier
of the effective date of the contract or the beginning of the contract work. Claims made
Professional Liability Insurance must be maintained, and written evidence of insurance must be
provided, for at least five (5) years after the completion of the contract work. If claims made
coverage is canceled or non-renewed, and not replaced with another claims-made policy form with
a retroactive date prior to the earlier of the effective date of the contract or the beginning of the
contract work, CONSULTANT must purchase so called “extended reporting” or “tail” coverage
for a minimum of five (5) years after completion of work, which must also show a retroactive date
that is before the earlier of the effective date of the contract or the beginning of the contract work.
As a condition precedent to CITY’S obligations under this Agreement, CONSULTANT shall
furnish written evidence of such coverage (naming CITY, its officers and employees as additional
insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via
a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation,
or of a material change in policy terms.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONSULTANT under this Agreement may be assigned or subcontracted by
CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole
and absolute discretion.
F. State and Federal Taxes
As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying all
required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges
and agrees that:
• CITY will not withhold FICA (Social Security) from CONSULTANT’S
payments;
• CITY will not make state or federal unemployment insurance contributions on
CONSULTANT’S behalf;
• CITY will not withhold state or federal income tax from payment to
CONSULTANT;
• CITY will not make disability insurance contributions on behalf of
CONSULTANT;
• CITY will not obtain workers’ compensation insurance on behalf of
CONSULTANT.
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ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONSULTANT’S duties under this Agreement.
B. Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a success or
governmental entity without the consent of CONSULTANT. Such assignment shall not release
CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of Consultant’s Business/ Death of Consultant.
CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later
than thirty (30) days prior to any such sale. CITY shall have the option of terminating this
Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination
pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’
receipt of such notice of sale.
If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated
upon death of CONSULTANT.
B. Termination by City for Default of Consultant
Should CONSULTANT default in the performance of this Agreement or materially breach any of
its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written
notification to CONSULTANT. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
1. CONSULTANT’S failure to professionally and/or timely perform any of the
services contemplated by this Agreement.
2. CONSULTANT’S breach of any of its representations, warranties or covenants
contained in this Agreement.
CONSULTANT shall be entitled to payment only for work completed in accordance with the
terms of this Agreement through the date of the termination notice, as reasonably determined by
CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for
the tasks described on Exhibit C” which have been fully, competently and timely rendered by
CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to
CONSULTANT’S default in the performance of this Agreement or material breach by
CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY
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may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and
all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of
work as described in this Agreement, to the extent such costs and expenses exceed the amounts
CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant
to this Agreement.
C. Termination for Failure to Make Agreed-Upon Payments
Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4
of this Agreement on the date due, then if and only if such nonpayment constitutes a default under
this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this Agreement
if such default is not remedied by CITY within thirty (30) days after demand for such payment is
given by CONSULTANT to CITY.
D. Transition after Termination
Upon termination, CONSULTANT shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONSULTANT shall
cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in
connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done
toward completion of the services required hereunder, and shall act in such a manner as to facilitate
any the assumption of CONSULTANT’s duties by any new consultant hired by the CITY to
complete such services.
ARTICLE 8. GENERAL PROVISIONS
A. Amendment & Modification
No amendments, modifications, alterations or changes to the terms of this Agreement shall be
effective unless and until made in a writing signed by both parties hereto.
B. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable
provisions of the Americans with Disabilities Act of 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
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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 subcontracto r 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 t he terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and in no way binding upon CITY.
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H. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws provisions of any jurisdiction. The exclusive
jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and
federal courts located in Santa Clara County, California.
I. Notices
Any notice to be given hereunder by either party to the other may be effected either by personal
delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested.
Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section
V.H. but each party may change the address by written notice in accordance with this paragraph.
Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be
deemed delivered as of three (3) days after mailing.
J. Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
K. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
L. Waiver
CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance
under this Agreement shall not be construed as waiver(s) of any other condition of performance
under this Agreement.
Executed at Gilroy, California, on the date and year first above written.
CONSULTANT: CITY:
HEXAGON TRANSPORTATION
CONSULTANTS, INC.
CITY OF GILROY
By: By:
Name: Robert Del Rio Name: Jimmy Forbis
Title: Vice President, Principal Associate Title: City Administrator
Social Security or Taxpayer
Identification Number 77-0478675
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Approved as to Form ATTEST:
City Attorney City Clerk
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EXHIBIT “A”
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONSULTANT shall provide the services indicated on the attached Exhibit “B”, Scope of
Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To
accomplish that end, CONSULTANT agrees to assign Gicela Del Rio, 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, Kraig
Tambornini shall be the designated City contact person(s). Notice to Proceed shall be deemed to
have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided
in the Section V.H. (“Notices”) of this Exhibit “A”.
B. COMPLETION OF SERVICES
When CITY determines that CONSULTANT has completed all of the Services in accordance with
the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance,
and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request
this determination of completion when, in its opinion, it has completed all of the Services as
required by the terms of this Agreement and, if so requested, CITY shall make this determination
within two (2) weeks of such request, or if CITY determines that CONSULTANT has not
completed all of such Services as required by this Agreement, CITY shall so inform
CONSULTANT within this two (2) week period.
III. PROGRESS SCHEDULE
The schedule for performance and completion of the Services will be as set forth in the attached
Exhibit “C”.
IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement.
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Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay
only for those direct expenses which have been previously approved in writing by CITY.
CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct
expenses.
Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
V. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary
to perform the Services, and its duties and obligations, expressed and implied, contained he rein,
and CITY expressly relies upon CONSULTANT’S representations and warranties regarding its
skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in
conformance to and consistent with the standards generally recognized as being employed by
professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance shall be a product of neat appearance, well-organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings shall be that used by CITY for similar
purposes.
B. RESPONSIBILITY OF CONSULTANT
CONSULTANT shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY’S review, acceptance or payment for any of the Services shall not be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONSULTANT’S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
CITY, through its authorized employees, representatives or agents, shall have the right, at any and
all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any
and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT
shall maintain for a minimum period of three (3) years (from the date of final payment to
CONSULTANT), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all charges
submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY’s
offices within five (5) business days after CITY’s request.
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D. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONSULTANT and all other written and oral
information developed or received by or for CONSULTANT and all other written and oral
information submitted to CONSULTANT in connection with the performance of this Agreement
shall be held confidential by CONSULTANT and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an
entity not connected with the performance of the such Services. Nothing furnished to
CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known
to the related industry (other than that which becomes generally known as the result of
CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not
use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this
Agreement in any magazine, trade paper, newspaper or other medium without the express written
consent of CITY.
E. NO PLEDGING OF CITY’S CREDIT.
Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of
CITY or incur any obligation in the name of CITY.
F. OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain
and use copies thereof subject to Section V.D of this Exhibit “A”.
CITY shall not be limited in any way in its use of said material at any time for any work, whether
or not associated with the City project for which the Services are performed. However,
CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from,
damages resulting from the use of said material for work other than PROJECT, including, but not
limited to, the release of this material to third parties for work other than on PROJECT.
G. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties shall have any claim or right of action hereunder for
any cause whatsoever.
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H. NOTICES.
Notices are to be sent as follows:
CITY: Kraig Tambornini
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Gicela Del Rio
Hexagon Transportation Consultants, Inc.
4 N 2nd St. #400
San Jose CA, 95113
I. FEDERAL FUNDING REQUIREMENTS.
If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this Section V.I. apply.
If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.I. do not apply.
1. DBE Program
CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost
for individual items.
3. Covenant against Contingent Fees
The CONSULTANT warrants that he/she has not employed or retained any company or person,
other than a bona fide employee working for the CONSULTANT, to solicit or secure this
Agreement, and that he/she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement
without liability or, at its discretion, to deduct from the agreement price or consideration, or
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or
contingent fee.
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EXHIBIT “B”
SCOPE OF SERVICES
Project: Prepare a transportation analysis for the proposed Bolsa Road Industrial Development
The project site is located at 275 Bolsa Road, in the area generally bound by the Union Pacific
Railroad tracks to the east, Bolsa Road to the west, and the City of Gilroy city limit line (Carnadero
Avenue) to the south. The project site was formally used as a vineyard and includes two lots
totaling approximately 83.64 acres. The project site is designated as Employment Center in the
City of Gilroy 2040 General Plan while the Zoning Map designation for the site is Commercial
Industrial (CM).
The project site would be developed with two industrial buildings totaling 855,300 square feet
(s.f.) (Building A would be 576,000 s.f. and Building B would be 279,300 s.f.). The proposed uses
for the buildings are warehouse with limited office. Additionally, the project site plan shows a total
of 1,061 automobile parking spaces, 477 trailer parking spaces, and 134 dock doors serving both
proposed buildings. No additional information regarding the hours of operation or number of
employees is available since the tenant of the proposed building is currently unknown. Access to
the project site is proposed to be provided via four driveways along Bolsa Road.
The proposed buildings could potentially house various industrial uses. For the purpose of this
analysis and based on the project description and site plan information, as a conservative approach,
the proposed project will be assumed to consist of a distribution center since distribution center
land use typically generates the most traffic out of the potential industrial land uses that could
occupy the site. For the evaluation of the project, the land use assumption will be adjusted, in
coordination with City staff, based on project information and information obtained from other
similar existing facilities in the project area.
The scope of services was developed by Consultant staff based on their understanding of the
project and their knowledge of the City’s traffic study requirements. The purpose of the traffic
analysis is to satisfy the requirements of the City of Gilroy, Caltrans, the Congestion Management
Program (CMP) of the Santa Clara Valley Transportation Authority (VTA), and CEQA. The study
will determine the traffic impacts of the proposed project on the transportation network in the
vicinity of the site.
Historically, traffic impact analysis has focused on the identification of traffic impacts and
potential roadway improvements to relieve traffic congestion that may result due to proposed
growth based on delay. However, with the adoption of Senate Bill (SB) 743 legislation, effective
July 1, 2020, public agencies are required to base transportation impacts on vehicle miles traveled
(VMT) rather than congestion and delay metrics, such as Level of Service (LOS), as the
measurement for CEQA transportation analysis. The change in measurement is intended to better
evaluate the effects on the state’s goals for climate change and multi-modal transportation. In
adherence to SB 743, the City of Gilroy is currently developing the framework for new policies
based on the implementation of VMT as the primary measure of transportation impacts. Therefore,
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the effects and impacts to the transportation network as the result of the implementation of the
proposed project will be evaluated based on VMT.
However, the City of Gilroy currently uses LOS as their adopted methodology for the evaluation
of the effects of new development and land use changes on the local transportation network. In
addition, the City is still required to conform to the requirements of the VTA, which establishes a
uniform program for evaluating the transportation impacts of land use decisions on the designated
CMP Roadway System. Therefore, in addition to the evaluation of VMT, this transportation study
also will include roadway capacity analyses, based on level of service, to evaluate the effects of
the proposed project on the citywide transportation system, including intersections, freeway
segments, and freeway ramps. The level of service analysis is presented to determine conformance
to General Plan transportation policies. However, the determination of project impacts per CEQA
requirements is based solely on the VMT analysis.
VMT Evaluation Methodology and Criteria
Pursuant to SB 743, the Governor’s Office of Planning and Research (OPR) released the current
CEQA Guidelines Update (Technical Advisory on Evaluation Impacts in CEQA) in December
2018, which proposes VMT as the replacement metric for LOS in the context of CEQA. While
OPR emphasizes that a lead agency has the discretionary authority to establish thresholds of
significance, the Final Guidelines suggests criteria that indicate when a project may have a
significant, or less than significant, transportation impact on the environment. In accordance with
CEQA, all proposed projects are required to analyze transportation as a component of
environmental review using average trip length per resident and/or per employee as metrics (total
VMT for retail/commercial projects).
Since the City of Gilroy has yet to formally adopted its own City-specific guidelines for the CEQA
evaluation of projects based on VMT, the City relies on OPR’s VMT analysis guidelines and
impact threshold recommendations as they work towards establishing their own guidelines. Thus,
for the purpose of this analysis, a comparison of the citywide VMT (or baseline VMT) versus the
project’s VMT is made to determine the effects of the proposed project on VMT. The VMT
analysis will utilize OPR’s recommendation of 15 percent (%) below baseline conditions as the
threshold to identify potential VMT impacts for employment projects.
The Valley Transportation Authority (VTA) VMT Evaluation Tool was developed to streamline
the analysis for development projects in Santa Clara County, however, it has the capability to
analyze only the most common land uses consisting of residential, office, and industrial land uses.
For non-residential or nonoffice projects, very large projects, or projects that can potentially shift
travel patterns, the City’s TDF Model, or other City-approved method, can be used to determine
project VMT. For the purpose of this analysis, the VTA VMT Evaluation Tool will be utilized for
the evaluation of the project VMT.
If a project is found to have a significant impact on VMT, the impact must be reduced by modifying
the project to reduce its VMT to an acceptable level (below the identified thresholds of
significance), mitigating the impact through multimodal transportation improvements,
implementing applicable Transportation Demand Management (TDM) measures, and/or by
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establishing a trip cap. Possible measure to mitigate the project VMT impact will be identified in
the report.
Roadway Capacity Analysis
For conformance with City of Gilroy General Plan transportation policies, the project will be
required to complete an analysis of the effects of project traffic on the local transportation system,
or a roadway capacity analysis. The roadway capacity analysis will include the evaluation of
intersections based on delay/level of service. A roadway segment analysis also will be completed
to identify operating conditions along Bolsa Road in the immediate vicinity of the project site.
Preliminarily, the Consultant estimates a need to include up to 11 intersections, 6 freeway
segments, and three freeway interchanges. The study facilities will be evaluated during the
weekday AM and PM peak commute hours. The list of study intersections will be finalized in
coordination with City staff. Additional study intersections will require authorization and
additional budget.
The study intersections, roadway segments, freeway segments, and freeway ramps the Consultant
is proposing to include in the analysis are listed below.
Study Intersections
1. US 101 Southbound Ramps and Tenth Street
2. US 101 Northbound Ramps and Pacheco Pass Highway (SR 152)
3. US 101 Southbound Ramps and Monterey Road
4. US 101 Northbound Ramps and Monterey Road/Bolsa Road
5. US 101 Southbound Ramps and State Route (SR) 25
6. US 101 Northbound Ramps and State Route (SR) 25
7. Monterey Road and Luchessa Avenue
8. Bloomfield Avenue and SR 25
9. Bolsa Road and SR 25
10. Bloomfield Avenue and SR 152
11. Bolsa Road and Bloomfield Avenue
Study Freeway Segments
1. US 101, between SR 25 and Monterey Road
2. US 101, between Monterey and Tenth Street/SR 152
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3. US 101, between Tenth Street/SR 152 and Leavesley Road
4. US 101, between Leavesley Road and Buena Vista Road
5. US 101, between Buena Vista Road and Masten Avenue
6. US 101, between Masten Avenue and San Martin Avenue
Study Freeway Ramps
1. US 101 at Tenth Street/SR 152
2. US 101 at Monterey Road
3. US 101 at SR 25
Study Scenarios
The key transportation facilities will be evaluated for the following study scenarios:
Existing Conditions: Existing traffic volumes on the existing roadway network.
Background Conditions: Existing + approved developments on the existing roadway network.
Background + Project Conditions: Existing + approved developments + project trips on the
existing roadway network.
2040 General Plan Conditions: Adopted Year 2040 General Plan buildout traffic volumes on
the General Plan roadway network.
2040 General Plan + Project Conditions: Year 2040 General Plan buildout traffic volumes +
project trips on the General Plan roadway network.
The Gilroy 2040 General Plan TDF model will be utilized to obtain 2040 General Plan conditions
traffic volumes without and with the project under the planned roadway network.
Scope Tasks
The tasks to be included in the roadway capacity analysis are described below.
1. Site Reconnaissance. The physical characteristics of the site and the surrounding roadway
network will be reviewed to identify existing roadway cross-sections, intersection lane
configurations, traffic control devices, and surrounding land uses.
2. Observation of Existing Conditions. Existing traffic conditions will be observed in the field in
order to identify any operational deficiencies and to confirm the accuracy of calculated levels of
service.
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3. Data Collection. Existing AM and PM peak-hour traffic counts will be obtained from recently
completed traffic studies in the area and supplemented with up to eight (8) new peak-hour
turnmovement traffic counts at four of the study intersections. In addition, 24-hour tube counts
will be collected along Bolsa Road, along the project site frontage, for a minimum of three
consecutive days.
Twenty-four-hour driveway counts also will be collected at the existing Performance Foods Group
(PFG) Facility, located along Bolsa Road, north of the project site. Coordination for these counts
will have to be arranged between City staff and PFG. The collected driveway count data will be
utilized to help estimate project generated traffic and its origin and destination.
4. Although traffic count data is typically not collected during the summer months, since the
proposed new traffic count locations are along regional commuter routes, it has been determined
in coordination with City staff that the proposed new counts are not anticipated to be significantly
affected by schools not being in session. Collection of additional count data will require
authorization and additional time and budget. Evaluation of Existing Conditions. The existing
traffic conditions at the study intersections will be evaluated with the Santa Clara County CMP
level of service methodology, TRAFFIX, using current conditions peak-hour traffic volumes.
5. Evaluation of Background/Approved Conditions. Traffic volumes from approved developments
will be added to the existing peak-hour volumes to obtain traffic volumes for background
conditions. A list of approved projects (including size, use, and location) will be obtained from the
City of Gilroy Planning Division for this task. Improvements associated with approved
developments will be assumed as directed by the City of Gilroy. Intersection levels of service
under background conditions will be evaluated using the CMP methodology.
6. Site Traffic Projections. Based on the proposed development size, site-generated traffic will be
estimated using a combination of the following sources: (1) the appropriate vehicular trip
generation rates published in the latest edition of ITE’s Trip Generation; (2) project specific
information (such as the anticipated site-generated daily traffic) to be provided by the project
applicant; and (3) driveway counts to be collected at the existing PGF Facility, located along Bolsa
Road, north of the project site.
7. Trip Distribution and Assignment. The directional distribution of site-generated traffic will be
estimated based on project information, the anticipated project service areas, traffic count data
collected at the PFG site, and the relative location of complementary land uses in the area. The
sitegenerated traffic will be added to the roadway network based on the directions of approach and
departure discusses above and considering the existing and future roadway network, travel
patterns, and the proposed location of the project site driveways.
8. Evaluation of Background + Project Conditions. Project-generated traffic will be added to
background traffic volumes to yield traffic volumes under background + project conditions. This
scenario will assume the existing roadway network. Background plus project conditions will be
evaluated for the proposed project to identify the effect the project would have on the adjacent
roadway network. Intersection levels of service under project conditions will be evaluated using
the CMP methodology.
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9. Evaluation of 2040 General Plan Conditions. 2040 General Plan conditions represent traffic
conditions with buildout of the adopted 2040 General Plan on the planned roadway network.
Intersection levels of service under General Plan conditions will be evaluated using the CMP
methodology.
10. Evaluation of 2040 General Plan Plus Project Conditions. This scenario will evaluate 2040
General Plan conditions with implementation of the proposed project. This scenario will identify
the effect of the proposed project on adopted General Plan traffic conditions. Traffic volumes for
General Plan conditions with the project will be obtained from the City’s traffic demand
forecasting model. Intersection levels of service under General Plan conditions will be evaluated
using the CMP methodology.
11. Signal Warrant Analysis. The need for future signalization of the unsignalized study
intersections will be evaluated on the basis of the Peak Hour Warrant (Warrant 3 – Part B) in the
California Manual on Uniform Traffic Control Devices. The warrant will be evaluated using peak-
hour volumes for all study scenarios.
12. Roadway Segment Analysis. An assessment of the existing traffic volume levels along Bolsa
Road at the project site frontage will be performed based on collected average daily traffic (ADT)
volumes. Estimated project traffic volumes will be compared to the existing volumes to identify
the project’s effect on the existing roadway’s capacity and operations.
13. Freeway Segment Analysis. Freeway level of service will be determined in accordance with
the Santa Clara County CMP guidelines for freeway analyses. The analysis will include evaluation
of AM and PM peak-hour freeway conditions for existing and project conditions. Deficiencies to
freeway segments caused by the project, if any, will be identified.
14. Freeway Ramp Analysis. Existing traffic volumes at the study freeway ramps will be obtained
from the existing traffic count data. The analysis will consist of calculated volume-to-capacity
(V/C) ratios at ramps that provide access to/from the project site. The freeway ramp analysis will
evaluate the effects of project traffic on ramp capacity and operations at the study freeway ramps.
15. Evaluation of Vehicle Queue. For selected locations specified by City staff and/or where the
project is projected to add a significant number of turning traffic, the adequacy of existing storage
at turn pockets will be assessed by means of comparison with expected maximum vehicle queues.
16. Site Access, On-Site Circulation, and Parking Analysis. A review of the project site plan will
be performed to determine if adequate site access and on-site circulation are provided and to
identify any access or circulation issues that should be improved. This will include a quantitative
analysis of the anticipated traffic volumes at the site’s driveways, as well as a qualitative analysis
of the proposed site access and site layout. The review will be based on the site’s overall anticipated
trip generation and consider the following: sight distance, vehicle queuing at site access
intersections and on-site, traffic control requirements, driveway locations and alignment, on-site
layout and circulation, and pedestrian access and circulation. Sight distance triangles will be
verified at all proposed driveways, in particular at the driveways on the north side of the project
site frontage, where Bolsa Road curves. Additionally, the proposed parking supply on the site will
be compared to City parking requirements and documented in the traffic report.
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17. Truck Traffic Assessment. The Consultant will evaluate turning movement requirements of
tractor trailer trucks to/from the site driveways. The assessment will focus on determini ng if the
proposed driveway design and site frontage improvements are sufficient to accommodate the
turning movements of large trucks without encroaching into opposing traffic lanes or unacceptable
off-tracking. The Consultant will also evaluate truck turning requirements at key locations along
Bolsa Road between the project site and the US 101 interchange. This assessment will confirm
that the existing conditions along Bolsa Road are sufficient to accommodate the large trucks
expected at the site. Consultant staff will coordinate with City staff to determine the truck size(s)
to be used for these assessments. Simple turning movement exhibits will be included in the
appendix of the traffic study to confirm the turning movements that were evaluated.
18. Bicycle, Pedestrian, and Transit Facilities. A qualitative analysis of the project’s effect on
transit service and bicycle/pedestrian circulation in the study area will be conducted. Bicycle and
pedestrian circulation will be reviewed for consistency with the City’s General Plan, the
Bicycle/Pedestrian Transportation Plan, and the Complete Streets Policy. Connectivity between
the project site and the adjacent land uses, as well as pedestrian circulation within the project area,
will be reviewed and possible improvements identified, if necessary.
19. Description of Impacts and Recommendations. Based on the results of the above analyses,
deficiencies to the roadway network as the result of the site -generated traffic will be identified.
Recommendations will be formulated that identify the locations and types of improvements or
modifications necessary to mitigate significant project impacts. Improvements could include street
widenings, lane additions, changes in lane usage, addition of traffic signals, or modifying existing
traffic signals.
20. Reports. The Consultant's findings and recommendations for both the VMT and traffic
operations analyses will be summarized in a draft report for review by the City Transportation
Engineer. The Consultant will respond to up to two rounds of editorial comments on the draft
report and prepare a final report.
21. Meetings. The Consultant's cost estimate includes Consultant staff attendance at up to three
meetings with City and/or project team in connection with the project. Additional meetings will
require authorization and additional budget.
ADDITIONAL SERVICES
Any work not specifically referenced in the above Scope of Services—for example, analyzing a
different project description, analyzing additional intersections or scenarios, analyzing different
phases of development, attending additional meetings, and providing engineering drawings or cost
estimates for mitigation measures—shall be considered additional services. Additional services
will require additional budget and time.
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EXHIBIT “C”
MILESTONE SCHEDULE
The Consultant is prepared to start work on this project immediately upon notice to proceed.
Barring any unforeseen delays, the draft report will be submitted ten weeks after (1) authorization
to proceed, (2) receipt of all requested project information from the project applicant, and (3)
receipt of all traffic count data. The final report will be delivered one week after receipt of all
respective review comments.
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EXHIBIT “D”
PAYMENT SCHEDULE
The cost for services rendered under this agreement (VMT evaluation and Work Items 1
through 21 associated with the roadway capacity analysis), as outlined above, will be billed on a time
and expenses basis, not to exceed $55,070 (see attached budget summary table). Billing will be
conducted monthly, on a percent complete basis. Additional Services shall be provided upon
authorization and, if requested, will be billed separately. This price quote assumes that all project-
related activities will be completed within one year. Extended project schedules will require additional
budget for project administration.
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