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HomeMy WebLinkAboutAgreement - Hexagon Transportation Consultants, Inc. - Signed: 2026-07-22City of Gilroy Agreement/Contract Tracking Today’s Date: July 22, 2026 Your Name: Monica Sendejas Contract Type: Professional Services Phone Number: 408-846-0266 Contract Effective Date: (Date contract goes into effect) 7/27/2026 Contract Expiration Date: 6/30/2027 Contractor / Consultant Name and Address: Hexagon Transportation Consultants, Inc. Contract Subject: (no more than 100 characters) Prepare a Transportation Analysis for the Proposed Commercial Development at Pacheco Pass Highway and Silacci Way (Raising Cane’s AS 25-02, TM 25-01) Contract Amount: (Inclusive of Orig. and all amendment amounts) $63,800.00 By submitting this form, I confirm this information is complete: ☒Procurement method per City Purchasing Policy followed (including Special Policies such as Local Vendor Preference and Wage Theft) ☒AB339, Bargaining Group was notified on___N/A___________ (Write ‘N/A’ if not applicable) ☒Item is budgeted in Org/Obj 8004020-47830 Project String 80040EIR0-DEPOSITS ☒Terms of the agreement (start date and completion dates or “until project completion”, cap of compensation to be paid) ☒Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached ☒W-9 (Taxpayer ID or SS#) and Contractor License # if applicable ☒Insurance (Certificate and Endorsement Pages) ☒Contractor/Consultant signature, name and title ☒City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Department Head Risk Manager City Attorney Approval As to Form City Administrator (if needed) City Clerk Attestation Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -1- 4909-9229-3710v6 ALF\04706277 AGREEMENT FOR SERVICES [Professional Services] This Agreement for Services (the “Agreement”) is entered into as of July 27, 2026 (the “Effective Date”), by and between the City of Gilroy (“CITY”), a municipal corporation duly organized and existing under the laws of the State of California, and Hexagon Transportation Consultants, Inc. (“CONTRACTOR”). ARTICLE 1. TERM OF AGREEMENT The term of this Agreement shall commence on the Effective Date and continue in effect through June 30, 2027 (“End Date”), unless sooner terminated in accordance with the provisions of Article 8. Should no Effective Date be specified above, then the Effective Date of this Agreement shall be the date this Agreement is executed by the authorized CITY representative. The term of this Agreement may be extended by amendment in accordance with Article 9.A. It is intended that termination of this Agreement be contemporaneous with the final acceptance of all services described in Exhibit B by the Gilroy City Administrator or designee. ARTICLE 2. INDEPENDENT CONTRACTOR STATUS Both parties understand and agree that CONTRACTOR, and any person working for or under the direction of CONTRACTOR, is an independent contractor and not an employee, agent, joint venturer, or partner of CITY. Nothing in this Agreement shall be construed as creating an employer-employee relationship between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY’s employees, including, without limitation, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, retirement benefits, or any other employment benefits. CONTRACTOR retains the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR A. Specific Services CONTRACTOR shall perform the services (the “Services”) in accordance with Exhibit A (“Specific Provisions”) and as outlined in Exhibit B (“Scope of Services”) within the time periods described in Exhibit C (“Milestone Schedule”) in accordance with the requirements of this Agreement. B. Method of Performing Services CONTRACTOR will determine the method, details, and means of performing the above-described Services. CITY has no right to control the manner or determine the method of accomplishing CONTRACTOR’s Services. CONTRACTOR will supply all tools and instrumentalities required to perform the Services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -2- 4909-9229-3710v6 ALF\04706277 C. Employment of Workers CONTRACTOR may, at the CONTRACTOR’s own expense, employ such workers as CONTRACTOR deems necessary to perform the Services required of CONTRACTOR by this Agreement, subject to the limitations on assignment and subcontracting contained in Article 5.E, below. CITY may not control, direct, or supervise CONTRACTOR’s workers in the performance of those Services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these workers and for all State and Federal income tax, unemployment insurance, Social Security, disability insurance, and other applicable withholding. As an independent contractor, CONTRACTOR shall indemnify, defend, and hold CITY, its officers, officials, representatives, agents, employees, and volunteers harmless, pursuant to Article 5.D from and against any and all third-party claims arising from allegations that an employee- employer relationship exists between CITY and an employee or subcontractor of CONTRACTOR or of any of its subcontractors. ARTICLE 4. COMPENSATION A. Consideration In consideration for the Services to be performed by CONTRACTOR, CITY shall pay CONTRACTOR the amounts set forth in Exhibit D (“Payment Schedule”). Such compensation shall be without right to any additional compensation of any kind or type whatsoever, including, without limitation, in quantum meruit. CONTRACTOR shall not be compensated for, and CITY shall not be obligated to pay for, any Services performed by CONTRACTOR without prior, written authorization from CITY, that exceed the total compensation amount provided herein. In the event of a conflict between the amount set forth in this Article 4.A and Exhibit D regarding the amount of compensation, this Article 4.A shall prevail. In no event shall the total compensation paid to CONTRACTOR for the complete and satisfactory performance of the Services in accordance with this Agreement exceed $63,800.00. B. Invoices CONTRACTOR shall submit invoices for all services rendered. CONTRACTOR shall invoice CITY no more than once every thirty (30) days. C. Payment Payment will be due according to the payment schedule set forth in Exhibit D. No payment will be made unless CONTRACTOR has first provided CITY with a written invoice describing the work performed and any approved direct expenses (as provided for in Exhibit A, Section III) incurred during the preceding period. CITY shall have no obligation to pay for any work or direct expenses not invoiced within ninety (90) days of the date such work was performed or such expenses were incurred. Expenses shall not be invoiced until incurred. Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -3- 4909-9229-3710v6 ALF\04706277 If CITY objects to all or any portion of any invoice, CITY will notify CONTRACTOR of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected prior to resolution of the objection by mutual agreement of both parties hereto. D. Costs and Expenses Incident to Performance CONTRACTOR shall be responsible for all costs and expenses incident to the performance of Services for CITY, including, without limitation, all costs of equipment used or provided by CONTRACTOR, all fees, fines, licenses, bonds, or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR’s costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing Services for CITY, except for those expenses constituting approved “direct expenses” referenced in Exhibit A, Section III. ARTICLE 5. OBLIGATIONS OF CONTRACTOR A. Compliance with Laws CONTRACTOR shall comply with all applicable Federal, State, and local laws and regulations in fulfilling CONTRACTOR’s obligations under this Agreement. Without limiting the generality of the foregoing, CONTRACTOR shall comply with the provisions of California Labor Code Section 1735, and California Government Code Section 12940, obligating every worker and/or subcontractor under a contract or subcontract to CITY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of race, religious creed, color, national origin, ancestry, physical d isability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of any employee, applicant for employment, or any potential subcontractor. Pursuant to Gilroy City Code Section 1.15, construction, alteration, demolition, repair and maintenance work performed under certain public works contracts is subject to all State laws regarding payment of prevailing wages, including, without limitation, Labor Code Section 1770 et seq. (“State Prevailing Wage Laws”). For construction work that cumulatively exceeds $25,000 and for alteration, demolition, repair and maintenance work that cumulatively exceeds $15,000, CONTRACTOR and its subcontractors must comply with State Prevailing Wage Laws. ☐ ____________(initial) If the box to the left of this sentence is checked and the line beside it initialed by CITY, CONTRACTOR and its subcontractors must comply with State Prevailing Wage Laws and the provisions set forth in Section G of Exhibit A apply. INDEMNIFICATION: CONTRACTOR acknowledges and agrees that regardless of whether or not the box above is checked and the line initialed, it is ultimately the responsibility of the CONTRACTOR and all subcontractors to determine for themselves whether any Services provided under this Agreement must comply with State Prevailing Wage Laws. To the fullest Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -4- 4909-9229-3710v6 ALF\04706277 extent permitted by law, CONTRACTOR shall defend, indemnify, and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, officials, representatives, agents, employees, and volunteers, against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities, and expenses, including attorneys’ fees, that arise out of, pertain to, or relate to any determination made by CITY, its officers, officials, representatives, agents, employees, and volunteers, whether explicitly or implicitly through any number of actions or representations, related to any classification that a project constitutes a public works project which must comport with State Prevailing Wage Laws. B. Professional Standard of Care CONTRACTOR shall perform all Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the County of Santa Clara and the State of California. CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONTRACTOR will not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY’s review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONTRACTOR’s negligent performance of any of the Services furnished under this Agreement. C. Insurance CONTRACTOR shall procure and maintain insurance as described in Exhibit E for the duration of this Agreement (and any additional time as may be required in Exhibit E for particular coverage). D. Indemnification of Liability, Duty to Defend CONTRACTOR’s indemnification and defense obligations, as provided herein, are in addition to, and are not limited by, the indemnification provision detailed in Article 5.A related to the State Prevailing Wage Laws and the insurance obligations provided in Article 5.C and Exhibit E. To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify, and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, officials, representatives, agents, employees, and volunteers, against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities, and expenses, including attorneys’ fees, that arise out of, pertain to, or relate to the performance of the Services or this Agreement, including all claims relating to the failure to pay wages, or the injury or death of any person or damage to any property, however caused, regardless of any negligence of CITY, excepting only such injury or death of any person, damage to any property, or any other loss, damage, or expense caused by the gross negligence or willful misconduct of CITY, its officers, officials, representatives, agents, employees, or volunteers. Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -5- 4909-9229-3710v6 ALF\04706277 To the fullest extent permitted by law, CONTRACTOR shall defend, indemnify, and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including, without limitation, reasonable attorneys’ fees, arising out of any injury, disability, or death of any of CONTRACTOR’s employees. Notwithstanding the foregoing, to the extent that this Agreement is a “construction contract” within the meaning of Civil Code Section 2783, then CONTRACTOR’s obligations to defend, indemnify, and hold harmless CITY, its officers, officials, representatives, agents, employees, and volunteers shall not extend to any injury or death of any person, damage to any property, or any other loss, damage, or expense caused by the sole or active negligence or willful misconduct of CITY, its officers, officials, representatives, agents, employees, or volunteers. Furthermore, to the extent that CONTRACTOR is a “design professional” within the meaning of Civil Code Section 2782.8, CONTRACTOR’s duty to indemnify provided above, including CONTRACTOR’s duty and cost to defend, shall be limited to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As stated in Article 2, CONTRACTOR is not CITY’s employee. Thus, CONTRACTOR is responsible for paying all required State and Federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from payments to CONTRACTOR; • CITY will not make State or Federal unemployment insurance contributions on behalf of CONTRACTOR; • CITY will not withhold State or Federal income tax from payments to CONTRACTOR; • CITY will not make disability insurance contributions on behalf of CONTRACTOR; • CITY will not obtain workers’ compensation insurance on behalf of CONTRACTOR. Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -6- 4909-9229-3710v6 ALF\04706277 G. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, CONTRACTOR shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) as the same may be amended from time to time. CONTRACTOR shall also require such compliance of all subcontractors performing work under this Agreement, subject to the limitations on assignment and subcontracting contained in Article 5.E, above. CONTRACTOR shall defend, indemnify and hold harmless, through counsel approved by CITY (which approval will not be unreasonably withheld), CITY, its officers, officials, representatives, agents, employees, or volunteers, 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 CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY will respond to all reasonable requests of CONTRACTOR and provide access at reasonable times, following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR’s duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONTRACTOR. Such assignment will not release CONTRACTOR from any of CONTRACTOR’s duties or obligations under this Agreement. ARTICLE 7. TIME OF COMPLETION A. Time of the Essence All dates and times referred to in this Agreement are of the essence. B. Commencement of Services CONTRACTOR shall commence the Services described in Exhibit B on the date specified in the CITY’s “Notice to Proceed,” issued pursuant to Exhibit A, Section II.A. C. Contract Time CONTRACTOR shall diligently complete its Services within the time provided in Exhibit C. D. Adjustments to Schedule The term of this Agreement and/or the time periods described in Exhibit C may only be extended by amendment to this Agreement executed by CITY and CONTRACTOR in accordance with Article 9.A. Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -7- 4909-9229-3710v6 ALF\04706277 ARTICLE 8. TERMINATION OF AGREEMENT A. Sale of CONTRACTOR’s Business/ Death of CONTRACTOR CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR’s business no later than thirty (30) days prior to any such sale. CITY will have the option of terminating this Agreement by providing written notice of termination in accordance with Article 9.J, within thirty (30) days after receiving such notice of sale. If CONTRACTOR is an individual, this Agreement shall be deemed automatically terminated upon death of CONTRACTOR. B. Termination by CITY Without Cause Notwithstanding any other provision of this Agreement, CITY may terminate this Agreement without cause at any time upon giving ten (10) days written notice to CONTRACTOR in accordance with Article 9.J. CONTRACTOR shall immediately stop work upon receipt of such notice except as may be necessary to safeguard and protect a project site, and shall be entitled to compensation per this Agreement for work performed prior to work stoppage. C. Termination by CITY for Material Breach by CONTRACTOR Should CONTRACTOR breach any provision of this Agreement and such breach be material, CITY may, but is not obligated to, terminate this Agreement by providing written notice to CONTRACTOR in accordance with Article 9.J. For the purposes of this section, material breach of this Agreement includes, but is not limited to the following: 1. CONTRACTOR’s failure to professionally and/or timely perform any of the Services contemplated by this Agreement. 2. CONTRACTOR’s breach of any of its representations, warranties or covenants contained in this Agreement. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR’S material breach of this Agreement, then in addition to any other rights and remedies CITY may have, CONTRACTOR shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete those tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONTRACTOR for the performance of those tasks pursuant to this Agreement. D. Termination by CONTRACTOR for CITY’s Failure to Make Agreed-Upon Payments If CITY fails to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of this Agreement by the date due, then if and only if such nonpayment constitutes a material breach under this Agreement, CONTRACTOR may, but is not obligated to, terminate this Agreement if Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -8- 4909-9229-3710v6 ALF\04706277 such breach is not remedied by CITY within thirty (30) days after written demand for such payment is given by CONTRACTOR to CITY in accordance with Article 9.J. E. Transition after Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further ex penses in connection with this Agreement. CONTRACTOR will be entitled to payment only for work satisfactorily completed through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amount set forth in Article 4.A of this Agreement for its Services which have been fully, competently and timely rendered by CONTRACTOR. CONTRACTOR shall within ten days of receipt of notice of termination deliver to CITY all work done toward completion of the Services required hereunder in the format of electronically stored files where available (including, without limitation, documents, spreadsheets, video and images, AUTOCAD or other design files, and the like) and shall act in such a manner as to facilitate the assumption of CONTRACTOR’s duties by any new contractor hired by the CITY to complete such Services, including the use of the files required to be delivered hereunder. ARTICLE 9. GENERAL PROVISIONS A. Amendment & Modification No amendment, modification, alteration or change to the terms of this Agreement will be effective unless and until made in a writing signed by both parties hereto. B. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs, 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. C. Binding on Successors and Assigns The covenants, terms, conditions and provisions of this Agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, and assigns of both parties hereto. D. Interpretation The captions and headings of the various articles, sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. This Agreement contains the contributions of both parties, each of whom has had the opportunity to consult competent counsel, and it is expressly agreed and understood that the rule stated in Civil Code Section 1654, that ambiguities in a contract should be construed against the drafter, shall have no application to the construction of this Agreement. Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -9- 4909-9229-3710v6 ALF\04706277 E. Conflict of Interest CONTRACTOR certifies that to the best of its knowledge, no employee, officer, or elected official of the CITY or of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR, and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. F. 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 hereunder by CONTRACTOR for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such Services in any manner whatsoever. Each 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 are not binding upon CITY. G. Exhibits Incorporated All exhibits referred to in this Agreement and attached to it are hereby incorporated by reference. In the event there is a conflict between the terms in the body of this Agreement and any of the terms of any exhibit to this Agreement, the terms in the body of this Agreement shall control. 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. 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 will have any claim or right of action hereunder for any cause whatsoever. J. Notices Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered by U.S. Mail, registered or certified, return receipt requested, postage prepaid, or by overnight delivery service showing receipt of delivery, or by personal delivery, or by facsimile (fax) or email. Notices or demands shall be addressed as follows: Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -10- 4909-9229-3710v6 ALF\04706277 CITY: City of Gilroy Attn: City Administrator 7351 Rosanna Street Gilroy, CA 95020 Fax: 408-846-0500 With a copy to: City of Gilroy Attn: Director, Community Development Department 7351 Rosanna Street Gilroy, CA 95020 Fax: 408-846-0500 CONTRACTOR: Hexagon Transportation Consultants, Inc. Attn: Robert Del Rio 4 N 2nd St. #400 San Jose, CA 95113 or to such other address as either party may from time to time specify in writing to the other party in accordance with this paragraph. Notices shall be deemed to have been given upon the earlier of actual receipt; or the next business day after delivery to an overnight delivery service; or three (3) days after the deposit in the U.S. mail; or the same day notice is faxed or emailed (if faxed or emailed before 5:00 p.m.), and on the next business day (if faxed or emailed after 5:00 p.m.) K. Severability If any provision of this Agreement, including any exhibit hereto, is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the court is authorized and instructed to modify this Agreement so that the transactions and agreements contemplated herein are consummated as originally intended to the fullest extent possible. L. Survival Clause CONTRACTOR’s obligations to defend, indemnify, and hold harmless CITY, and CITY’s rights and remedies, as provided in this Agreement, survive the expiration or any termination of this Agreement, including, without limitation, CONTRACTOR’s obligations under Article 5, and CITY’s rights and remedies under Article 9.B and Exhibit A, Section IV.B. M. Waiver Waiver by CITY of any breach, violation of, or failure to perform any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, by CONTRACTOR, Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -11- 4909-9229-3710v6 ALF\04706277 or any CITY delay in enforcement of the same, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law, by CONTRACTOR. N. Counterparts; Electronic Signatures This Agreement may be executed in counterparts, each of which shall be deemed an original. This Agreement and any other documents to be delivered in connection herewith may be electronically signed. Any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures provided by DocuSign or any other digital signature provider) appearing on this Agreement or such other documents shall have the same force and effect as handwritten signatures for the purposes of validity, enforceability and admissibility. Executed at Gilroy, California, on the date and year written below. CONTRACTOR: CITY: HEXAGON TRANSPORTATION CONSULTANTS, INC. CITY OF GILROY By: By: Name: Robert Del Rio Name: Matt Morley Title: Vice President, Principal Associate Title: City Administrator Social Security or Taxpayer Date: Identification Number 77-0478675 Approved as to Form ATTEST: City Attorney City Clerk Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 7/28/2026 -1- 4909-9229-3710v6 ALF\04706277 EXHIBIT A SPECIFIC PROVISIONS I. PROJECT MANAGER CONTRACTOR shall provide the Services as outlined in Exhibit B, (“Scope of Services”). To accomplish that end, CONTRACTOR 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, CONTRACTOR shall furnish all technical and professional services including labor, material, equipment, transportation, supervision, and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED/COMPLETION OF SERVICE A. NOTICE TO PROCEED CONTRACTOR shall commence the Services upon CITY’s delivery of a written “Notice to Proceed,” from the designated CITY contact person(s) to CONTRACTOR. For purposes of this Agreement, Valerie Negrete will be the designated CITY contact person(s). The Notice to Proceed may be in the form of email, letter or fax authorizing commencement of the Services. The Notice to Proceed shall be given in accordance with Article 9.J of this Agreement or may be given by email. B. COMPLETION OF SERVICES When CITY determines that CONTRACTOR has completed all of the Services in accordance with the terms of this Agreement, CITY will give CONTRACTOR a written Notice of Final Acceptance. CONTRACTOR may request this Notice of Final Acceptance when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY will make a determination of completion within two (2) weeks of such request, or if CITY determines that CONTRACTOR has not completed all of such Services as required by this Agreement, CITY will so inform CONTRACTOR within this two (2) week period. CITY’s failure to make such a determination of completion within two (2) weeks shall be deemed to constitute CITY’s rejection of the Services subject to CITY’s later issuance of a Notice of Final Acceptance. III. PAYMENT OF FEES AND DIRECT EXPENSES Payments will be made to CONTRACTOR as provided for in Article 4 of this Agreement. Direct expenses are charges and fees for services not included in Exhibit B. CITY will only be obligated to pay for those direct expenses that have been previously approved in writing by CITY. CONTRACTOR must obtain written approval from CITY prior to incurring or billing for direct expenses. Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -2- 4909-9229-3710v6 ALF\04706277 Copies of pertinent financial records, including, without limitation, invoices, must be included with the submission of billing(s) for all direct expenses. IV. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONTRACTOR represents and warrants that it has the qualifications, skills, and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONTRACTOR’s representations and warranties regarding its skills, qualifications and licenses. 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 will 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 will be that used by CITY for similar purposes. If such deliverables are required under this Agreement, all civil (including structural and geotechnical) engineering plans, calculations, specifications, and reports shall be prepared by, or under the responsible charge of, a licensed civil engineer and will include his or her name and license number. Interim documents will include a notation as to the intended purpose of the document, such as “preliminary” or “for review only.” All civil engineering plans and specifications that are permitted or that are to be released for construction will bear the signature and seal of that licensee and the date of signing and sealing or stamping. B. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, without limitation, invoices, vouchers, canceled checks, time cards, etc.) of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years from the date of final payment to CONTRACTOR, or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONTRACTOR, all of which will be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request. C. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, without limitation, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONTRACTOR and all other written and oral information submitted to CONTRACTOR in connection with the performance of this Agreement shall be held confidential by CONTRACTOR and will 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 Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -3- 4909-9229-3710v6 ALF\04706277 CONTRACTOR which is otherwise known to CONTRACTOR or which becomes generally known to the related industry (other than that which becomes generally known as the result of CONTRACTOR’s disclosure thereof) will be deemed confidential. CONTRACTOR shall not use CITY’s name or insignia, or distribute publicity pertaining to the Services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. D. NO PLEDGING OF CITY’S CREDIT. Under no circumstances will CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. E. OWNERSHIP OF MATERIAL. All material including, without limitation, 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 (“Materials”) shall be provided to CITY upon its request (whether during or after the term of this Agreement), but CONTRACTOR may retain and use copies thereof subject to Section IV.C above. Upon delivery to CITY, any Materials delivered shall become the property of the CITY, but they shall remain the property of CONTRACTOR prior to the delivery thereof. CONTRACTOR represents and warrants to CITY that none of the Materials infringes any patent, copyright, trademark, trade secret, or any other intellectual property right of any third-party, and any claims arising out of an actual or alleged breach of this representation and warranty shall be subject to CONTRACTOR’s obligations pursuant to Article 5.D. Upon delivery to CITY, CITY shall not be limited in any way in its use of the Materials at any time for any work, whether or not associated with the Services rendered under this Agreement. However, CONTRACTOR will not be responsible for, and City will indemnify CONTRACTOR from, damages resulting from the use of the Materials for work other than for the Services, including, without limitation, the release of Materials to third parties for work other than on the Services rendered under this Agreement. F. FEDERAL OR STATE FUNDING REQUIREMENTS. ☐ If the box to the left of this sentence is checked, this Agreement involves Federal or State funding and the requirements of this Section IV.F, below, apply. 1. DBE Program CONTRACTOR shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs. Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -4- 4909-9229-3710v6 ALF\04706277 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, will be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONTRACTOR warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, CITY shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the price or consideration specified in this Agreement, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or other consideration. 4. Byrd Anti-Lobbying Amendment If the maximum amount of this Agreement exceeds One Hundred Thousand and No/100 Dollars ($100,000.00), CONTRACTOR shall comply with the provisions of 31 U.S.C. § 1352. 5. Additional Federal Requirements If applicable, CONTRACTOR shall comply with the requirements of Title 37, Part 401, Code of Federal Regulations (34 CFR 401), “Rights to Inventions Made by Nonprofit Organizations and Small Businesses Under Government Grants, Contracts and Cooperative Agreements,” the Clean Water Act (42 U.S.C. § 7401, et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.), and any orders and regulations pursuant thereto. CONTRACTOR has read and understands the provisions of Appendix II, Title 2, Part 200, Code of Federal Regulations (2 CFR 200, Appx. II), “Contract Provisions for Non-Federal Entity Contracts Under Federal Awards,” which are incorporated herein by reference as though fully set forth. G. PREVAILING WAGE REQUIREMENTS. If this Agreement is subject to the payment of prevailing wages pursuant to Section A of Article 5, the following requirements apply: 1. Payment of Prevailing Wages CONTRACTOR and all subcontractors shall pay workers per diem wages in an amount that is no less than the applicable prevailing wage rate. 2. Prevailing Wage Rates The prevailing wage rate of per diem wages is available online at the following website: https://www.dir.ca.gov/OPRL/DPreWageDetermination.htm. CONTRACTOR and all Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -5- 4909-9229-3710v6 ALF\04706277 subcontractors shall post a copy of the prevailing wage rate of per diem wages at each job site and shall make them available to any interested party upon request. 3. Penalties for Violations CONTRACTOR and all subcontractors shall comply with Labor Code Section 1775 in the event a worker is paid less than the prevailing wage rate for the work or craft in which the worker is employed. This shall be in addition to any other applicable penalties allowed under Labor Code Sections 1720 through 1861. 4. Payroll Records CONTRACTOR and all subcontractors shall comply with Labor Code Section 1776, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. CONTRACTOR and all subcontractors shall also furnish records specified in Labor Code Section 1776 directly to the Labor Commissioner in the manner required by Labor Code Section 1771.4. 5. Apprentices CONTRACTOR and all subcontractors shall comply with Labor Code Sections 1777.5, 1777.6, and 1777.7 concerning the employment and wages of apprentices. CONTRACTOR shall ensure their subcontractors comply with Labor Code Section 1777.5, and CONTRACTOR may be subject to penalties for their subcontractors’ non-compliance with Labor Code Section 1777.5 pursuant to the standards enumerated in Labor Code Section 1777.7. 6. Working Hours CONTRACTOR and all subcontractors shall comply with Labor Code Sections 1810 through 1815, including but not limited to restricting working hours on public works contracts to eight (8) hours a day 7. Contractor and Subcontractor Registration Requirements CONTRACTOR and all subcontractors shall not be qualified to bid on, be listed in a bid or proposal, subject to the requirements of Public Contract Code Section 4104, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Business and Professions Code Section 7029.1 or by Public Contract Code Sections 10164 and 20103.5, provided the contractor is registered to perform public work pursuant to Labor Code Section 1725.5 at the time the contract is awarded. 8. Compliance Monitoring and Enforcement This Agreement and the Services provided thereunder are subject to compliance monitoring and enforcement by the Department of Industrial Relations. Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -1- 4909-9229-3710v6 ALF\04706277 EXHIBIT B SCOPE OF SERVICES Prepare a Transportation Analysis for the Proposed Commercial Development at Pacheco Pass Highway and Silacci Way (Raising Cane's AS 25-02 and TM 25-01). The purpose of the traffic analysis is to satisfy the requirements of the City of Gilroy, 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. In adherence to Senate Bill (SB) 743 legislation, the effects and impacts to the transportation network as the result of the implementation of the proposed project will be evaluated based on vehicle miles traveled (VMT). However, the City of Gilroy currently uses congestion and delay metrics, such as Level of Service (LOS), as their adopted methodology for the evaluation of the effects of new development and land use changes on the local transportation network. Therefore, in addition to the evaluation of VMT, this transportation analysis also will include roadway capacity analysis, based on level of service, to evaluate the effects of the proposed project on the surrounding transportation network. The level of service analysis will be presented to determine conformance to General Plan transportation policies. However, the determination of project impacts per CEQA requirements will be 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 CEQA 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 VMT 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 a net increase in total VMT from baseline conditions as the threshold to identify potential VMT impacts for commercial/retail 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 Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -2- 4909-9229-3710v6 ALF\04706277 travel patterns, the City’s Travel Demand Forecasting (TDF) Model, or other City-approved method, can be used to determine project VMT. Thus, the CEQA VMT analysis will be completed utilizing the City of Gilroy TDF model and/or other methodologies approved by City staff. 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 Transportation Demand Management (TDM) measures, and/or by 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. Preliminarily, the CONTRACTOR estimates a need to include up to 13 intersections, six freeway segments, and one freeway interchange. The study intersections will be evaluated during the weekday AM and PM peak commute hours and the Saturday peak-hour. The study freeway segments will be evaluated during the weekday AM and PM peak hours only. The list of study facilities will be finalized in coordination with the CITY. Additional study facilities will require authorization and additional budget. The study intersections, freeway segments, and freeway ramp we have identified are listed below. Study Intersections Available Count Dates Intersections AM PM Sat 1 Monterey Street and Tenth Street 01/15/26 01/15/26 03/26/22 2 Alexander Street and Tenth Street 01/15/26 01/15/26 03/26/22 3 Chestnut Street and Tenth Street 01/15/26 01/15/26 03/26/22 4 US 101 SB Ramps and Tenth Street 01/15/26 01/15/26 03/26/22 5 US 101 NB Off-Ramp and Pacheco Pass Highway 01/15/26 01/15/26 03/26/22 6 Camino Arroyo and Pacheco Pass Highway 03/24/22 03/24/22 03/26/22 7 Silacci Way and Pacheco Pass Highway 11/05/20 11/05/20 11/07/20 8 Cameron Boulevard and Pacheco Pass Highway 03/24/22 11/05/20 11/07/20 Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -3- 4909-9229-3710v6 ALF\04706277 9 Gilroy Foods and Pacheco Pass Highway 11/05/20 11/05/20 11/07/20 10 Holsclaw Road and Pacheco Pass Highway 03/24/22 03/24/22 03/26/22 11 Camino Arroyo and Gilroy Crossing 03/24/22 03/24/22 03/26/22 12 Camino Arroyo and Holloway Road 03/24/22 03/24/22 03/26/22 13 Silacci Way and Holloway Road N/A N/A N/A Study Freeway Segments 1. US 101, between SR 25 and Monterey Road 2. US 101, between Monterey and Tenth Street/Pacheco Pass Highway 3. US 101, between Tenth Street/Pacheco Pass Highway 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/Pacheco Pass Highway 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. 2030 Cumulative Conditions: Existing + approved developments + projected growth on existing roadway network with the US 101/SR 152 Interchange Improvements project. 2030 Cumulative + Project Conditions: Existing + approved developments + projected growth + project trips on existing roadway network with the US 101/SR 152 Interchange Improvements project. Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -4- 4909-9229-3710v6 ALF\04706277 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. 3. Data Collection. The proposed 13 study intersections will be evaluated during three peak-hours: weekday AM, weekday PM, and Saturday peak hours. Recently collected traffic count data are available at 5 of the proposed study intersections during the AM and PM peak hours. Available traffic count data at the remaining study intersection are considered outdated. Therefore, a total of 29 new AM, PM, and Saturday peak-hour intersection turn-movement traffic counts will be collected at the study intersections (see list of intersections above.) The final number of study intersections will be determined in consultation with CITY. Traffic count data must be collected during typical traffic conditions, which include non-summer months when schools are in session. 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 for this task. Improvements associated with approved developments will be assumed as directed by the CITY. 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 Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -5- 4909-9229-3710v6 ALF\04706277 edition of Institute of Transportation Engineers’ (ITE) Trip Generation. The trip estimates also will account for applicable trip reductions, such as pass-by and mixed-use reductions. 7. Trip Distribution and Assignment. The directional distribution of site-generated traffic will be forecast based on project description, anticipated service areas, and relative locations of complementary land uses in the area. The site-generated traffic will be added to the roadway network based on the directions of approach and departure discussed above and considering the 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. Intersection deficiencies associated with the proposed project will be evaluated relative to background conditions. Intersection levels of service under background plus project conditions will be evaluated using the CMP methodology. 9. Evaluation of Year 2030 Cumulative Conditions. Year 2030 cumulative conditions represent longterm future traffic volumes projected to occur in the Year 2030 on the background transportation network and the implementation of the planned US 101/SR 152 Interchange Improvements project. Year 2030 traffic volumes without the project will be obtained from the Gilroy Travel Demand Forecasting model or by adding the trips from not yet approved (pending) projects to background conditions. Project trips will be added to the 2030 cumulative traffic volumes to obtain Year 2030 cumulative plus project conditions traffic volumes. This scenario will identify the effect of the planned US 101/SR 152 Interchange Improvements project on the roadway network. 10. Evaluation of 2040 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 with the proposed project on the planned roadway network and compare them to the adopted 2040 General Plan traffic conditions. This scenario will identify the effect of the proposed project on adopted General Plan conditions. Traffic volumes for General Plan conditions will be obtained from the City’s Travel 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. 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. 13. Freeway Ramp Analysis. Existing traffic volumes at the study freeway ramps will be obtained from the existing traffic count data. The freeway ramp analysis will compare the existing capacity Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -6- 4909-9229-3710v6 ALF\04706277 at the study ramps with the projected demand and identify locations where the available capacity is projected to be exceeded. 14. Evaluation of Vehicle Queue. For selected locations specified by CITY and/or where the project is projected to add a significant number of turning vehicles, the adequacy of existing/planned storage at turn pockets will be assessed by means of comparison with expected maximum vehicle queues. Vehicle queues will be estimated using a Poisson probability distribution. 15. 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 focus on the adequacy of the site access points based on the site’s overall anticipated trip generation and consider the following: · sight distance at the access driveways, · driveway locations, traffic control requirements, alignment, and dimensions, · vehicle queues at site driveways, · vehicle queues at restaurant’s drive-through window, · on-site layout and circulation, · pedestrian access and circulation, and · overall circulation in the area as other parcels develop. This task will include an assessment of both truck and passenger vehicle access and on -site circulation. Additionally, the proposed parking supply on the site will be compared to City parking requirements and documented in the traffic report. 16. 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. 17. Description of Project 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 improve deficiencies created or contributed to by the project. Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -7- 4909-9229-3710v6 ALF\04706277 Improvements could include street widenings, lane additions, lane closures, changes in lane usage, addition of traffic signals, or modification of existing traffic signals. This task does not include preparation of improvement drawings or cost estimates. 18. Reports. CONTRACTOR's findings and recommendations will be summarized in a draft report for review by the CITY. Comments received on the draft report will be addressed and a final traffic report will be developed. 19. Meetings. Cost estimate includes CONTRACTOR attendance at up to two meetings with CITY. 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, collecting additional traffic counts, 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. Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -1- 4909-9229-3710v6 ALF\04706277 EXHIBIT C MILESTONE SCHEDULE Upon notice to proceed, the CONRACTOR will begin work immediately. Barring any unforeseen delays, a draft report will be submitted twelve weeks after (1) authorization to proceed, (2) receipt of all requested project information from the project applicant, and (3) receipt of all data provided by the CITY. The final report will be delivered one week after receipt of all review comments. Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -1- 4909-9229-3710v6 ALF\04706277 EXHIBIT D PAYMENT SCHEDULE The cost for services rendered under this agreement, as outlined in EXHIBIT B, will be billed on a time and expenses basis, not to exceed $63,800, which includes $5,800 in data collection. Billing will be conducted monthly, on a percent complete basis. Additional Services shall be provided upon authorization and, if requested, will be billed separately. Extended project schedules will require additional budget for project administration. Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -1- 4909-9229-3710v6 ALF\04706277 EXHIBIT E INSURANCE [Professional Services] CONTRACTOR shall procure and maintain for the duration of the Agreement, and for additional time if required below, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONTRACTOR, its agents, representatives, or employees, including any subcontractors. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 00 01 covering Code 1 (any auto), or if CONTRACTOR has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions) Insurance appropriate to the CONTRACTOR’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown above, CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status CITY, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the CONTRACTOR including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -2- 4909-9229-3710v6 ALF\04706277 the CONTRACTOR’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37). Primary Coverage For any claims related to this Agreement, the CONTRACTOR’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 12 19 in regards to CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials, employees, or volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies. Umbrella or Excess Policy CONTRACTOR may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. The policies shall be provided on a true “following form” coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to CITY. Waiver of Subrogation CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of said CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions Self-insured retentions must be declared to and approved by CITY. CITY may require CONTRACTOR to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or CITY. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the CITY. Claims Made Policies If any of the required policies provide claims-made coverage: 1. The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of work pursuant thereto. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 -3- 4909-9229-3710v6 ALF\04706277 CONTRACTOR must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work. Verification of Coverage CONTRACTOR shall furnish CITY with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All required documents are to be received and approved by CITY before work commences. However, failure to obtain the documents prior to the work beginning shall not waive CONTRACTOR’s obligation to provide them. CITY reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time. Subcontractors CONTRACTOR shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and CONTRACTOR shall ensure that CITY is an additional insured on insurance required from subcontractors. Duration of Coverage CGL & Excess liability policies for any construction-related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of five (5) years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. Special Risks or Circumstances CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 7/2/2026 R.C.Fischer &Co. P.O.Box 8101 Walnut Creek CA 94596 April Carter 925-627-5466 925-932-0962 acarter@rcfischer.com The Travelers Indemnity Company of Connecticut 25682 HEXAG-1 The Travelers Indemnity Company 25658HexagonTransportationConsultants,Inc. 100 Century Center Court San Jose CA 95112 Travelers Property Casualty Company of America 25674 Republic Indemnity Company of America 22179 Admiral Insurance Company 24856 1776465097 A X 2,000,000 X 1,000,000 X Deductible $0 5,000 2,000,000 4,000,000 X Y 6807H532991 3/1/2026 3/1/2027 4,000,000 Deductible 0 B 1,000,000 XX BA4R517440 3/1/2026 3/1/2027 C X 5,000,000 X 0 CUP5819P929 X 5,000,000 3/1/2026 3/1/2027 D Y 25554405 3/1/2026 3/1/2027 X 1,000,000 1,000,000 1,000,000 E Professional Liability Claims-Made Form Retro Date:03/01/1998 DEP1328019P12 9/18/2025 9/18/2026 Each Claim Aggregate Deductible $2,000,000 $4,000,000 $10,000 RE:Pacheco Pass-Silacci Project City of Gilroy,its employees,officers,officials and volunteers are included as additional insureds as respects general liability per the attached endorsement. Thirty (30)Day notice of cancellation;Ten (10)day notice in the event of cancellation for non-payment of premium City of Gilroy 7351 Rosanna Street Gilroy CA 95020-6141 Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 POLICY NUMBER: 680-7H532991 COMMERCIAL GENERAL LIABILITY ISSUE DATE: 01/15/2026 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULED ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSONS OR ORGANIZATIONS: CITY OF GILROY, ITS EMPLOYEES, OFFICERS, OFFICIALS AND VOLUNTEERS 7351 ROSANNA STREET GILROY CA 95020-6141 PROJECT/LOCATION OF COVERED OPERATIONS: CITY OF GILROY, ITS EMPLOYEES, PROVISIONS 1.The following is added to SECTION II -WHO IS AN INSURED: The person or organization shown in the Schedule above is an additional insured on this Coverage Part, but: a.Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b.If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c.With respect to the independent acts or omissions of such person or organization; or d.For "bodily injury", "property damage" or "personal injury" for which such person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e.This insurance does not apply to the rendering of or failure to render any "professional services". f.In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the limits of insurance described in Section Ill - Limits Of Insurance. g.This insurance does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products­ completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to that additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. CG D3 82 0915 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70 Docusign Envelope ID: C7C4F710-8553-8507-8070-3BAB7438BF70