Agreement - Hexagon Transportation Consultants, Inc. - Services Renz Hotel Transportation Analysis - 1st Amendment - Signed 2023-08-09 -1- 4845-8215-5540v1
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FIRST AMENDMENT TO AGREEMENT FOR SERVICES RENZ HOTEL
TRANSPORTATION ANALYSIS
WHEREAS, the City of Gilroy, a municipal corporation (“City”), and Hexagon Transportation
Consultants, Inc. entered into that certain agreement entitled Agreement for Services Renz Hotel
Transportation Analysis, effective on 8/23/2022, hereinafter referred to as “Original Agreement”; and
WHEREAS, City and Hexagon Transportation Consultants, Inc. have determined it is in their
mutual interest to amend certain terms of the Original Agreement.
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS
FOLLOWS:
1. The first paragraph of Article 1 (Term of the Agreement) of the Original Agreement shall be
amended to read as follows:
This Agreement will become effective on 8/23/2022 and will continue into effect through
6/30/2024 unless terminated in accordance with the provisions of Article 7 of this Agreement.
2. This Amendment shall be effective on 8/23/2023.
3. Except as expressly modified herein, all of the provisions of the Original Agreement shall
remain in full force and effect. In the case of any inconsistencies between the Original Agreement and
this Amendment, the terms of this Amendment shall control.
4. This Amendment may be executed in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the
dates set forth besides their signatures below.
CITY OF GILROY HEXAGON TRANSPORTATION
CONSULTANTS, INC.
By: By:
[signature] [signature]
Sharon Goei Robert Del Rio
[employee name] [name]
Community Development Director Vice President, Principal Associate
[title/department] [title]
Date: Date:
Approved as to Form ATTEST:
City Attorney City Clerk
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AGREEMENT FOR SERVICES
(For contracts over $5,000 - CONSULTANT)
This AGREEMENT made this 23 day of August, 2022, 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 08/23/2022 and will continue in effect through
08/23/2023 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 $36,685.00.
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 i ndirectly
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:
x CITY will not withhold FICA (Social Security) from CONSULTANT’S
payments;
x CITY will not make state or federal unemployment insurance contributions on
CONSULTANT’S behalf;
x CITY will not withhold state or federal income tax from payment to
CONSULTANT;
x CITY will not make disability insurance contributions on behalf of
CONSULTANT;
x CITY will not obtain workers’ compensation insurance on behalf of
CONSULTANT.
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ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONSULTANT’S duties under this Agreement.
B. Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONSULTANT. Such assignment shall not release
CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of Consultant’s Business/ Death of Consultant.
CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later
than thirty (30) days prior to any such sale. CITY shall have the option of terminating this
Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination
pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’
receipt of such notice of sale.
If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated
upon death of CONSULTANT.
B. Termination by City for Default of Consultant
Should CONSULTANT default in the performance of this Agreement or materially breach any of
its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written
notification to CONSULTANT. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
1. CONSULTANT’S failure to professionally and/or timely perform any of the
services contemplated by this Agreement.
2. CONSULTANT’S breach of any of its representations, warranties or covenants
contained in this Agreement.
CONSULTANT shall be entitled to payment only for work completed in accordance with the
terms of this Agreement through the date of the termination notice, as reasonably determined by
CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for
the tasks described on Exhibit C” which have been fully, competently and timely rendered by
CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to
CONSULTANT’S default in the performance of this Agreement or material breach by
CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY
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may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and
all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of
work as described in this Agreement, to the extent such costs and expenses exceed the amounts
CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant
to this Agreement.
C. Termination for Failure to Make Agreed-Upon Payments
Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4
of this Agreement on the date due, then if and only if such nonpayment constitutes a default under
this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this Agreement
if such default is not remedied by CITY within thirty (30) days after demand for such payment is
given by CONSULTANT to CITY.
D. Transition after Termination
Upon termination, CONSULTANT shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONSULTANT shall
cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in
connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done
toward completion of the services required hereunder, and shall act in such a manner as to facilitate
any the assumption of CONSULTANT’s duties by any new consultant hired by the CITY to
complete such services.
ARTICLE 8. GENERAL PROVISIONS
A. Amendment & Modification
No amendments, modifications, alterations or changes to the terms of this Agreement shall be
effective unless and until made in a writing signed by both parties hereto.
B. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable
provisions of the Americans with Disabilities Act of 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 subcontractor under a
contract or subcontract to the CITY OF GILROY for public works or for goods or services to
refrain from discriminatory employment or subcontracting practices on the basis of the race, color,
sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any
potential subcontractor.
F. Conflict of Interest
CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any
public agency interested in this Agreement has any pecuniary interest in the business of
CONSULTANT and that no person associated with CONSULTANT has any interest that would
constitute a conflict of interest in any manner or degree as to the execution or performance of this
Agreement.
G. Entire Agreement
This Agreement supersedes any and all prior agreements, whether oral or written, between the
parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains
all the covenants and agreements between the parties with respect to the rendering of such services
in any manner whatsoever. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone
acting on behalf of any party, which are not embodied herein, and that no other agreement,
statement or promise not contained in this Agreement shall be valid or binding.
No other agreements or conversation with any officer, agent or employee of CITY prior to
execution of this Agreement shall affect or modify any of the terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and in no way binding upon CITY.
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H. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws provisions of any jurisdiction. The exclusive
jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and
federal courts located in Santa Clara County, California.
I. Notices
Any notice to be given hereunder by either party to the other may be effected either by personal
delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested.
Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section
V.H. but each party may change the address by written notice in accordance with this paragraph.
Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be
deemed delivered as of three (3) days after mailing.
J. Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
K. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
L. Waiver
CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance
under this Agreement shall not be construed as waiver(s) of any other condition of performance
under this Agreement.
Executed at Gilroy, California, on the date and year first above written.
CONSULTANT: CITY:
HEXAGON TRANSPORTATION
CONSULTANTS, INC.
CITY OF GILROY
By: By:
Name: Robert Del Rio Name: Sharon Goei
Title: Vice President, Principal Associate Title: Community Development Director
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 herein,
and CITY expressly relies upon CONSULTANT’S representations and warranties regarding its
skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in
conformance to and consistent with the standards generally recognized as being employed by
professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance shall be a product of neat appearance, well-organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings shall be that used by CITY for similar
purposes.
B. RESPONSIBILITY OF CONSULTANT
CONSULTANT shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY’S review, acceptance or payment for any of the Services shall not be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONSULTANT’S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
CITY, through its authorized employees, representatives or agents, shall have the right, at any and
all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any
and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT
shall maintain for a minimum period of three (3) years (from the date of final payment to
CONSULTANT), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all charges
submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY’s
offices within five (5) business days after CITY’s request.
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D. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONSULTANT and all other written and oral
information developed or received by or for CONSULTANT and all other written and oral
information submitted to CONSULTANT in connection with the performance of this Agreement
shall be held confidential by CONSULTANT and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an
entity not connected with the performance of the such Services. Nothing furnished to
CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known
to the related industry (other than that which becomes generally known as the result of
CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not
use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this
Agreement in any magazine, trade paper, newspaper or other medium without the express written
consent of CITY.
E. NO PLEDGING OF CITY’S CREDIT.
Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of
CITY or incur any obligation in the name of CITY.
F. OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain
and use copies thereof subject to Section V.D of this Exhibit “A”.
CITY shall not be limited in any way in its use of said material at any time for any work, whether
or not associated with the City project for which the Services are performed. However,
CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from,
damages resulting from the use of said material for work other than PROJECT, including, but not
limited to, the release of this material to third parties for work other than on PROJECT.
G. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties shall have any claim or right of action hereunder for
any cause whatsoever.
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H. NOTICES.
Notices are to be sent as follows:
CITY: 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.
DocuSign Envelope ID: D74889DB-AD4A-4679-B711-39A3A9ADBC36
-1- 4835-2267-0361v1
LAC\04706083
EXHIBIT “B”
SCOPE OF SERVICES
See attached.
DocuSign Envelope ID: D74889DB-AD4A-4679-B711-39A3A9ADBC36
-1- 4835-2267-0361v1
LAC\04706083
EXHIBIT “C”
MILESTONE SCHEDULE
See attached.
DocuSign Envelope ID: D74889DB-AD4A-4679-B711-39A3A9ADBC36
4835-2267-0361v1
LAC\04706083
EXHIBIT “D”
PAYMENT SCHEDULE
See attached.
DocuSign Envelope ID: D74889DB-AD4A-4679-B711-39A3A9ADBC36
April 19, 2022
Mr. Miguel Contreras
City of Gilroy
Public Works Department
7351 Rosanna Street
Gilroy, CA 95020
Subject: Proposal to Prepare a Transportation Analysis for the Proposed Home 2 Suites Hotel at
700/710 Renz Lane in Gilroy, California
Dear Mr. Contreras:
Hexagon Transportation Consultants, Inc. is pleased to submit this proposal to prepare a Transportation
Analysis for the proposed Home 2 Suites Hotel at 700/710 Renz Lane, in the City of Gilroy, California. The
project sites are located in the area generally bound by SR 152 to US 101 northbound on-ramp to the
south, Renz Lane to the north, and existing commercial/medical facilities to the east and west,
respectively. The project site is currently occupied with a single-family residential unit, which will be
replaced with the proposed project. The project as proposed would consist of a 107-room 4-story hotel.
Parking would be provided on-site with access via two driveways on Renz Lane.
The project site is designated as General Industrial (GI) in the City of Gilroy 2040 General Plan. The
Zoning Map designation for the site is General Industrial (M2). Hotel land use is not an allowed use within
the General Plan GI land use designation or the M2 zoning district. Therefore, the project would require
both a General Plan and a Zoning amendment.
The following scope of work has been prepared to provide an assessment of the project’s effects on VMT
to satisfy the California Environmental Quality Act (CEQA) requirements and Senate Bill (SB) 743
legislation. The scope also includes the completion of a traffic operations analysis to identify local roadway
facility operations for conformance with General Plan transportation policies.
SCOPE OF SERVICES
Our proposed scope of services was developed by Hexagon staff based on our understanding of the
project and our 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/planned growth based
on delay. However, with the adoption of Senate Bill (SB) 743 legislation, effective July 1, 2020, public
agencies are required to base CEQA transportation impacts on vehicle miles traveled (VMT) rather than
level of service (LOS) that typically uses delay as its metric. 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, the effects and
impacts to the transportation network as the result of the implementation of the proposed project will be
evaluated based on VMT.
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April 19, 2022
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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 Assessment
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. 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.
The OPR guidelines provide recommendations for screening thresholds that lead agencies may use to
quickly identify when a project should be expected to result in a less-than-significant VMT impact and
determination that a VMT analysis is not required. The screening criteria consider types, characteristics,
and/or locations of projects.
The project as proposed would likely meet OPR’s recommended screening criteria for VMT analysis
exemption and allow for the determination that the proposed project would have a less than significant
impact on the transportation system per the CEQA guidelines. Therefore, the VMT assessment will consist
of a review of the proposed project based on the recommended VMT screening criteria provided in OPR’s
Technical Advisory to determine applicability to the proposed project. The following tasks will be
completed as part of the VMT assessment:
1.Estimate of Project Generated Trips.Daily site-generated vehicular traffic for the proposed project will
be estimated utilizing trip rates provided in the Institute of Transportation Engineers (ITE)Trip Generation
Manual, 11th Edition.
2.Assessment of VMT Screening.The VMT assessment of the project will be evaluated based on OPR
Technical Advisory Guidelines. As recommended by OPR, the VMT assessment for the project will be
conducted by converting the proposed hotel to an equivalent amount of retail space, since the hotel would
have similar trip generation characteristics to retail space. It is anticipated that a 107-room hotel would
generate daily traffic volumes equivalent to the trips generated by less than 50,000 square feet of retail
space, which is considered local serving retail. According to OPR guidelines, local-serving retail
development (consisting of 50,000 square feet or less) tend to shorten trips and reduce VMT and may be
presumed to create a less-than-significant transportation impact. Therefore, it is expected that the project
would have a less-than-significant transportation impact.
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April 19, 2022
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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.
Preliminarily, we estimate a need to include 4 intersections. The study intersections will be evaluated
during the weekday AM and PM peak commute hours and the Saturday peak-hour. The list of study
facilities will be finalized in coordination with City staff. Additional study facilities will require authorization
and additional budget.
The study intersections 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.Camino Arroyo and Pacheco Pass Highway (SR 152)
4.Camino Arroyo and Renz Lane
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 with
implementation of the proposed project on the General Plan 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.
3.Data Collection. New traffic counts at one of the study intersections (intersection of Camino Arroyo
and Renz Lane) will be collected. Traffic count data recently collected at the remaining study
intersections for the evaluation of other projects in the area will be utilized for this analysis. In addition,
24-hour mechanical (tube) counts will be collected for a minimum of three consecutive days (including
Thursday, Friday, and Saturday) along the project site frontage on Renz Lane. Collecting additional
counts will require authorization and additional budget.
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April 19, 2022
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4.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 and land uses, site-generated
traffic will be estimated using the appropriate vehicular trip generation rates published in the latest
edition of ITE’s Trip Generation. The trip estimates also will account for applicable trip reductions, such
as pass-by and mixed-use reductions, as prescribed by VTA guidelines.
7.Trip Distribution and Assignment. The directional distribution of site-generated traffic will be
forecast based on the proposed land uses, existing travel patterns, relative locations of complementary
land uses in the area, and information from previous traffic studies conducted for developments in the
area. The site-generated traffic will be added to the roadway network based on the directions of
approach and departure discussed above. This task will be completed for both project alternatives
being evaluated.
8.Evaluation of Background + Project Conditions. Project-generated traffic will be added to
background traffic volumes to yield traffic volumes under background + project conditions. Intersection
levels of service under project conditions will be evaluated using the CMP methodology.
9.Evaluation of General Plan Conditions. A level of service analysis under 2040 General Plan
conditions without and with the project will be conducted. The General Plan scenarios will evaluate
traffic conditions under the 2040 General Plan Buildout conditions on the planned roadway network (as
adopted in 2020) and compare them to General Plan traffic conditions with the proposed project. This
scenario represents the General Plan Amendment for the proposed project. Traffic volumes for
General Plan conditions 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.
10.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.
11.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. Additionally, the proposed parking supply on the site will be compared to City
parking requirements and documented in the traffic report.
12.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
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Mr. Miguel Contreras
April 19, 2022
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adjacent land uses, as well as pedestrian circulation within the project area, will be reviewed and
possible improvements identified, if necessary.
13.Description of Deficiencies 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.
14.Reports. Our findings and recommendations will be summarized in an administrative draft report for
review by the City Transportation Engineer. Hexagon Transportation Consultants will respond to
editorial comments on the administrative draft and prepare a draft report for review by the
environmental consultant and/or City Planning staff. Comments received on the draft report will be
addressed and a final traffic report will be developed.
15.Meetings. Our cost estimate includes Hexagon staff attendance at up to two meetings with City and/or
project team in connection with the project. Additional meetings will require authorization and
additional budget.
16.Public Meetings. Our cost estimate includes Hexagon staff attendance at two public meetings (one
Planning Commission meeting and one City Council meeting) in connection with this 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.
TIME OF PERFORMANCE
We are prepared to start work on this project immediately upon notice to proceed. Barring any unforeseen
delays, the administrative draft report will be submitted eight weeks after (1) authorization to proceed, (2)
receipt of all requested project information from the project applicant, and (3) receipt of all data provided or
required by the City. The draft and final reports will each be delivered one week after receipt of all
respective review comments.
COST OF SERVICES
The cost for services rendered under this agreement (VMT evaluation and Work Items 1 through 16
associated with the roadway capacity analysis), as outlined above, will be billed on a time and expenses
basis, not to exceed $36,685 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
is good for 90 days and 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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Mr. Miguel Contreras
April 19, 2022
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We appreciate your consideration of Hexagon Transportation Consultants for this assignment. If you have
any questions, please do not hesitate to call.
Sincerely,
HEXAGON TRANSPORTATION CONSULTANTS, INC.
Gicela Del Rio, T.E.
Senior Associate
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Mr. Miguel Contreras
April 19, 2022
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Project Cost Breakdown 4/19/22
Renz Hotel Transportation Analysis Gilroy, Ca
Task Labor Direct Total
Task Description Staff Hours Cost Cost /a/ Task Cost
0 CEQA VMT Analysis 19 $4,000 $4,000
1 Site Reconnaissance 1 $200 $200
2 Observation of Existing Conditions 2 $400 $400
3 Data Collection 2 $400 $825 $1,225
4 Evaluation of Existing Conditions 5 $1,040 $1,040
5 Evaluation of Background/Approved Conditions 5 $1,040 $1,040
6 Site Traffic Projections (Revise) 2 $400 $400
7 Trip Distribution and Assignment 3 $640 $640
8 Evaluation of Project Conditions 5 $1,040 $1,040
9 Evaluation of General Plan Conditions 12 $2,480 $2,480
10 Evaluation of Vehicle Queue 3 $640 $640
11 Site Access, On-Site Circulation, Parking 7 $1,640 $1,640
12 Bicycle, Pedestrian, and Transit Facilities 4 $960 $960
13 Description of Deficiencies and Recommendations 5 $1,160 $1,160
14 Reports 70 $16,220 $16,220
15 2 Meetings (Project Team) 3 $720 $720
16 2 Meetings (Public) 8 $1,920 $1,920
Project Totals 160 $35,860 $825 $36,685
/a/ Direct costs are associated with data collection.
Note: This budget table is for informational purposes. Hexagon reserves the right to move budget around among tasks,
as required, provided the total budget is not exceeded.
DocuSign Envelope ID: D74889DB-AD4A-4679-B711-39A3A9ADBC36
City of Gilroy
Agreement/Contract Tracking
Today’s Date: July 31, 2023 Your Name: Monica Sendejas
Contract
Type:
Services over $5k - Consultant Phone Number: 408-846-0266
Contract Effective Date:
(Date contract goes into effect)
8/23/2022
Contract Expiration Date: 6/30/2024
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 Renz Hotel Transportation Analysis Amendment 1
Contract Amount:
(Total Amount of contract. If no
amount, leave blank)
$36,685.00
By submitting this form, I confirm
this information is complete:
➢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
DocuSign Envelope ID: D74889DB-AD4A-4679-B711-39A3A9ADBC36