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Home My WebLink AboutAgreement - Kimley-Horn and Associates, Inc. - Traffic Circulation Master Plan and Traffic Impact Fee Program Updates Project No. 23-RFP-PW-279 - Signed 2023-04-06City of Gilroy Agreement/Contract Tracking Today’s Date: April 5, 2023 Your Name: Julie Oates Contract Type: Services over $5k ‐ Consultant Phone Number: 408‐846‐0413 Contract Effective Date: (Date contract goes into effect) 4/10/2023 Contract Expiration Date: 12/31/2024 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) Kimley‐Horn and Associates, Inc. 10 South Almaden Boulevard, Suite 1250 San Jose, CA 95113 Taxpayer ID: 56‐0885615 Signer’s Name/Title: Frederik Venter/Vice President Contract Subject: (no more than 100 characters) Traffic Circulation Master Plan and Traffic Impact Fee Program Updates Project No. 23‐RFP‐PW‐279 Contract Amount: (Total Amount of contract. If no amount, leave blank) $396,649 (including contingency) 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: F452C076-D5D8-4C43-80BB-E14625FF2C0E TYPE OF PROCURMENT DOLLAR THRESHOLD / SIGNING AUTHORITY STAFF LEVEL DEPARTMENT HEAD CITY ADMINISTRATOR COUNCIL APPROVAL $0‐$999.99 $1,000‐$49,999.99 $50,000‐$99,999.99 $100,000‐Above EQUIPMENT /SUPPLIES/ MATERIALS Furniture, hoses, parts, pipe manholes, office supplies, fuel, tools, PPE items, etc…  Vendor selection at discretion of staff Payment Method Purchase Card or Payment Request (if vendor does not accept credit cards)  Informal bid/quotation – 3 quotes (verbal or written)  Purchasing Summary form w/ Purchasing Approval  Purchase Requisition Payment Method Purchase Order*  Informal bid/quotation – 3 written quotes  Purchasing Summary form w/ City Administrator Approval  Purchase Requisition Payment Method Purchase Order  Formal Bid  Advertisement  Council Approval  Purchase Requisition signed by City Administrator Payment Method Purchase Order GENERAL SERVICES Janitorial, landscape maintenance, equipment repair, installation, graffiti abatement, service inspections, uniform cleaning, etc…  Vendor selection at discretion of staff  May require insurance documents depending on scope/ nature of work Payment Method Purchase Card (if incorporated) Signed Payment Request (if so proprietor or partner)  Informal bid/quotation – 3 quotes (verbal or written)  Purchasing Summary form w/ Department Head Approval  Standard Agreement  Purchase Requisition Payment Method Purchase Order*  Informal Bid/RFP quotation – 3 written quotes  Purchasing Summary form w/ City Administrator Approval  Standard Agreement  Purchase Requisition Payment Method Purchase Order  Formal Bid/RFP/RFQ  Advertisement  Council Approval  Standard Agreement  Purchase Requisition Payment Method Purchase Order PROFESSIONAL SERVICES Consultants, architects, designers, auditors, etc...  Vendor selection at the discretion of staff  Purchase Summary Form w/ Purchasing Approval  Standard Agreement signed by Department Head  Purchase Requisition Payment Method Purchase Order  RFP/RFQ to at least 3 consultants  Purchase Summary Form w/ Department Head Approval  Standard Agreement  Purchase Requisition Payment Method Purchase Order  RFP/RFQ to a list of consultants  Evaluation Spreadsheet w/ City Administrator Approval  Standard Agreement  Purchase Requisition Payment Method Purchase Order  Formal RFP/RFQ  Advertisement  Council Approval  Standard Agreement signed by City Administrator  Purchase Requisition Payment Method Purchase Order DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 31st day of March, 2023, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Kimley-Horn and Associates, Inc., having a principal place of business at 10 South Almaden Boulevard Suite 1250, San Jose, CA 95113. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on April 10, 2023 and will continue in effect through December 31, 2024 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. ______ Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY’S employees, including, without limitation, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A.Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit “A” (“Specific Provisions”) and Exhibit “B” (“Scope of Services”), within the time periods described in Exhibit “C” (“Milestone Schedule”). B.Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above-described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT’S services. DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E -2- 4835-2267-0361v1 LAC\04706083 C.Employment of Assistants CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D.Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT’S services. ARTICLE 4. COMPENSATION A.Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONSULTANT exceed $396,649 (including contingency). 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 DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E -3- 4835-2267-0361v1 LAC\04706083 responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” 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 misconduct or negligent acts, errors or omissions of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E -4- 4835-2267-0361v1 LAC\04706083 coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called “extended reporting” or “tail” coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY’S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that:  CITY will not withhold FICA (Social Security) from CONSULTANT’S payments;  CITY will not make state or federal unemployment insurance contributions on CONSULTANT’S behalf;  CITY will not withhold state or federal income tax from payment to CONSULTANT;  CITY will not make disability insurance contributions on behalf of CONSULTANT;  CITY will not obtain workers’ compensation insurance on behalf of CONSULTANT. DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E -5- 4835-2267-0361v1 LAC\04706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT’S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant’s Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’ receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT’S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT’S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C” which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT’S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E -6- 4835-2267-0361v1 LAC\04706083 may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT’s duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys’ fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E -7- 4835-2267-0361v1 LAC\04706083 attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E -8-4835-2267-0361v1 LAC\04706083 H.Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I.Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J.Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K.Time of the Essence All dates and times referred to in this Agreement are of the essence. Consultant shall not have liability for any delays, expenses, losses, damages or be deemed in breach for liabilities which are caused by any factor outside of its reasonable control, including but not limited to natural disasters, epidemics, pandemics, quarantine restrictions, adverse weather, or acts of the City, third parties, or governmental agencies. 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: Kimley-Horn and Associates, Inc. CITY OF GILROY By: Name: Jimmy Forbis Title: City Administrator By: Name: Frederik Venter Title: Vice President Social Security or Taxpayer Identification Number 56-0885615 Approved as to Form ATTEST: City Attorney City Clerk DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “A” SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit “B”, Scope of Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Frederik Venter, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED/COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written “Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Gary Heap shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. (“Notices”) of this Exhibit “A”. B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit “C”. IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E -2- 4835-2267-0361v1 LAC\04706083 Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT’S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well-organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY’S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT’S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request. DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E -3- 4835-2267-0361v1 LAC\04706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY’S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit “A”. CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E -4- 4835-2267-0361v1 LAC\04706083 H.NOTICES. Notices are to be sent as follows: CITY: CONSULTANT: Gary Heap City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Frederik Venter Kimley-Horn and Associates, Inc. 10 South Almaden Boulevard, Suite 1250 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: F452C076-D5D8-4C43-80BB-E14625FF2C0E -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E Scope of Services The Scope of Services provided by Kimley-Horn closely follows the City's Scope of Services. Additions have been made to fully complement our services relevant to the legal requirements (AB1600, AB 602, SB 743). Task 1: Project Management, Project Kick-off, and Work Plan Finalization Kimley-Horn will meet with City staff to develop a final scope of work that fully encompasses the legal requirements, schedule, and budget. We will include additional tasks identified in the approach above and the scope below. Our scope includes one kick-off meeting and up to six progress review meetings (in-person and virtual). Deliverables  Refined scope of work, additional task, and budget  Detailed schedule identifying key milestones and deliverables  Progress review meetings (including agendas and meeting minutes) Task 2: Traffic Circulation Master Plan Update 2.1. Review Current Traffic Circulation Master Plan Kimley-Horn is very familiar with the previous master plan and the many projects that have been implemented. The project map and matrix will be updated to reflect the changes and compared to the previous Traffic Circulation Master Plan for compliance. Any recommended changes will be discussed and reviewed with City staff. It is anticipated that some corridors may not require extensive widening, i.e., portions of Santa Teresa Boulevard due to Measure H. 2.2. Travel Demand Modeling (Hexagon) 2.2.1 Update Base Year Model The current base year of the Gilroy model is 2017. The base year model will be updated and validated to reflect 2019 or 2023 traffic conditions. 2.2.1.1 Update Land Use for the Base Year The 2017 land use data file will be updated to the new base year. For the TAZs outside the City of Gilroy, the land use data for the base year will be interpolated between 2017 and 2040. For the TAZs within Gilroy, housing and employment-based development projects constructed and occupied between 2017 and the new base year, to be provided by City staff or Kimley-Horn, will be added to the 2017 land use database. 2.2.1.2 Review/Update Roadway Network The 2017 roadway network in the greater Gilroy area will be reviewed and updated to include roadway improvements constructed between 2017 and the new base year. 2.2.2 Model Validation The Gilroy model will be validated against base year AM, PM, and Daily traffic counts. The model validation effort does not include changing trip generation, distribution, or mode choice models. Model validation will focus on adjusting the peak-hour trip tables and the traffic assignment process, including updating peak-hour factors, relocating centroid connectors, and updating facility type characteristics, where needed. Hexagon will provide Kimley-Horn with traffic we have collected over the years. Kimley- DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E Horn will review and factor the traffic counts, if necessary, to represent the new base year conditions. Hexagon will validate the model based on generally accepted model validation criteria:  The volumes on all roadway links for which counts are available should be within 10 percent of the counts.  The model-wide coefficient of determination (R2) should be greater than 0.77.  The correlation coefficient between the actual ground counts and the estimated traffic volumes should be greater than 88 percent.  The Root Mean Square Error (RMSE) should not exceed 40 percent.  All screenline volumes should be within the maximum desirable deviation, ranging from 15 to 70 percent, depending on the total screen line volume. Hexagon will prepare a technical memorandum documenting the input assumptions and results of the model validation. The validation results will be presented in tabular form and in graphics, comparing base year modeled volumes and traffic counts. 2.2.2 Identify road network check against 2004 TMP improvements Kimley-Horn will provide a list of transportation improvements from the 2004 Traffic Circulation Master Plan. In addition, Kimley-Horn will provide a list of regional transportation improvements to include in the 2040 modeled network. Hexagon will review and update the 2040 network and include these local and regional transportation improvements. Hexagon will provide plots of the final 2004 TMP network to Kimley-Horn. 2.2.3 Review/Update 2040 Land Use Assumptions Hexagon will provide Kimley-Horn an excel file with the base year and 2040 General Plan land use assumptions for the TAZs in Gilroy. In addition, Hexagon will provide GIS-based maps that show 2040 future growth in jobs and households for the TAZs in Gilroy. Kimley Horn will review and update the 2040 land use assumptions if necessary. 2.2.3.1 Develop 2040 Forecasts Hexagon will run the Gilroy Forecasting model for the year 2040 for the following alternatives:  Base year network with base year land use data  Base year network with future year land use data  Future year network with future year land use data  Future year land use with up to three network alternatives Kimley-Horn will provide the transportation improvements to be included in the network alternatives. 2.2.3.2 Model Output Data Hexagon will provide Kimley-Horn with the following model outputs for each of the model runs listed in Task 4:  AM and PM peak-hour and daily volume plots  AM and PM peak hour select link plots for transportation improvements for all alternatives  Summary of base year and 2040 land use data by TAZ in Excel format DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E  VMT data in Excel format: o Home-Based VMT/Resident for Gilroy and the County o Home-Based Work VMT/Job for Gilroy and the County o Daily VMT (includes all trip purposes) generated by Gilroy Land Uses 2.2.4. Modeling Coordination Meetings Hexagon will attend six virtual meetings with the project team. Attendance at virtual public meetings will be charged at our hourly staff rates. 2.3 (Optional). Update Future Land Use Data to 2050 The VTA is in the process of developing 2050 land use and demographic data at the VTA’s TAZ level. If the 2050 data becomes available when we start developing future year forecasts, the 2040 data will be updated to the year 2050. Land use data for 2050 within the City of Gilroy will be updated and provided at the TAZ level by Kimley-Horn or City staff. Land use data for 2050 for the TAZs outside the City of Gilroy will be processed by Hexagon. 2.4. Evaluation of Recommended Transportation Improvements Kimley-Horn will use the output of the modeling analysis carried out during Task 2.2 and 2.3 to evaluate the need for transportation improvements. The new plan will be updated based on the recently adopted 2040 General Plan and Measure H. The improvements should include needed intersections, roadway segments, and bridges to support the 2040 General Plan build-out condition. The improvements should also take into consideration the City’s General Plan Boundary as well as the City’s Urban Growth Boundary restrictions, otherwise known as Measure H, that was approved by the Gilroy voters in November 2016. Improvements in the plan are separated into:  Roadway Segments  Intersections  Bridges It is recommended to add Class 4 and Class 1 bicycle facilities and key pedestrian facilities (i.e., High- Intensity Activated crosswalk beacons [HAWKs] and Rectangular Rapid-Flashing Beacons [RRFBs]) be added to the project list. (Note that some TIF dollars could be used as a local match for grant funding). These projects will alternatively be studied for incorporation into a VMT Mitigation Fee program. 2.5. Recommended Transportation Improvements Projects that are recommended for inclusion in the updated Traffic Circulation Master Plan will include: 2.5.1. Conceptual Design Drawings The conceptual design drawings will show the ultimate build-out of the improvements, and include cross-sections, lane configurations, dimensions, striping improvements, and any needed right-of-way acquisition. The drawings will be prepared on an aerial photography background. Kimley-Horn will also recommend alternative layouts, i.e., protected intersections or roundabouts as alternative control measures. Caltrans prefers roundabouts where an ICE analysis warrants such a measure (they recently installed the roundabout on SR 152 [Hecker Pass], where a signal would have caused additional safety concerns). Additional pedestrian crossing facilities, i.e., RRFB or HAWK facilities will be reviewed, similarly to those on First Street and Church Street (Highway 152). DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E 2.5.2. Preliminary Cost Estimates Each recommended improvement requires a project specific cost estimate. The current plan has a cost estimate template. Kimley-Horn will work with the City to update the cost estimates for proper funding of both project hard costs, soft costs, and any long-term maintenance. The cost estimates should consider City cost contributions and any contributions from other agencies or private developers. Costs will be updated to reflect 2021/2022 construction dollars based on recent bid information for projects within the City. 2.5.3. Additional Improvements for TIF Policy As the City grows and roads become more congested, diversion is expected to occur onto neighborhood streets and speeding becomes a safety concern. The implementation of traffic calming measures, which meet AB1600 requirements, i.e., Nexus can be demonstrated, will be included in the TCMP. The exercise will require a build and no build volumes plot of the travel demand model on existing neighborhood/collector streets. No traffic calming measures are recommended on arterial roadways or major collectors. Additional improvements to be considered for funding in the updated TIF policy include bicycle, pedestrian, traffic calming, and future model updates. 2.6. Draft and Final Plan Development The draft and final Traffic Circulation Master Plan documents will identify potential action items and be prioritized for near term (0-5 years), mid-term (5-10 years), and long-term (10-20 years) improvements and include relevant maps, tables, and exhibits. This task will be completed in close collaboration with the City’s Planning Department and will be based on anticipated land use growth and the pace of City buildout per the 2040 General Plan. This exercise will result in a phased approach to arterials, i.e., build the first two lanes of a future 4-lane facility. The City travel demand model and/or engineering judgements will be used for this task. It should be noted that 0-5 years is a short time frame to plan, design, and construct major roadway facilities. It is anticipated that the short term may be limited to smaller improvements that add capacity to the system. The timing of anticipated grant funding cycles may push out schedules even further. Deliverables  Draft and final Traffic Circulation Master Plan documents  Project lists  Conceptual design drawings  Preliminary cost estimates  Street cross-sections Task 3: Traffic Impact Fee (TIF) Study and TIF Program Update 3.1. TIF Program Approach Kimley-Horn will provide recommendations on up to four approaches for the updated TIF Program. The approaches could include fees based on LOS (trips generated) based traffic impacts, VMT-based fees (trips generated and the distance travelled), a combination of LOS-based and VMT-based fees, or a new approach. Kimley-Horn will also provide recommendations for TIF reimbursement policies and procedures including potential developer reimbursements for constructed TIF projects. DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E As part of this task, Kimley-Horn will complete a review of current best practices in Transportation Impact Fees throughout the state of California and document them in a white paper as mentioned in our approach. 3.2. Transportation Improvements Kimley-Horn will identify the improvements needed to serve growth and meet City standards. The costs will come from the estimates prepared for each project in the TCMP. Preliminary Engineering Conceptual Cost estimates of the proposed improvements and proposed criteria for selecting the capital projects used to develop the TIF program will be provided. The criteria will be based on the anticipated pace of land use development and the need for travel imposed by the development. 3.3. Fee Revenue Estimation Kimley-Horn will provide alternatives and recommendations for calculating traffic impact fees. The alternatives will be based on input received from City staff and stakeholders, if appropriate. This task will also include an estimate of the overall fee revenues based on the list of projects and growth forecasts in the City of Gilroy General Plan 2040. Grant funding for especially regional facilities will be an important component to reduce the fees but should not be overestimated. Kimley-Horn will collaborate with VTA regarding fundings sources for regional roadway infrastructure facilities. The current balance of the TIF program needs to be incorporated into this calculation. Similar to task 2.4, revenue will be estimate for the three major time frames considered under the plan, including near term (0-5 years), mid-term (5-10 years), and long-term (10-20 years). 3.4. Nexus Study Development Kimley-Horn will identify the project costs that must be allocated to existing deficiencies (if applicable) and to future growth. The allocated project costs will be used to develop a fee schedule by land use type. Kimley-Horn will provide recommendations on various strategies for assessing the fees between residential, commercial, and industrial development. Deliverables  Memorandum summarizing up to four TIF Program Approaches and recommendations on the preferred approach  Memorandum summarizing the preliminary list of projects under consideration, including maps, conceptual cost estimates, and proposed timing of improvements  Fee calculation alternatives and estimate of fee revenues  Report documenting the methods used in the Nexus study, identifying the Nexus and associated burden, proposed traffic impact fee schedule, and an evaluation of the economic burden on residential, commercial, and industrial development Task 4: Draft and Final Nexus Study Reports Based on the findings and deliverables in prior tasks, Kimley-Horn will prepare a memorandum that details the development of the TIF. The memorandum, at a minimum, will include:  Future facilities eligible for TIF funding per the Nexus study results  A methodology of the fee and fee structure by applicable land use category  Up to two rounds of staff review DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E Kimley-Horn will submit a draft Nexus study report that complies with AB 1600 and AB 602 requirements. The report will provide background information, methodologies, findings, recommendations, and appropriate tables and graphics. The report will explain the purpose of the TIF and provide the information and findings used to calculate appropriate impact fees necessary to fund proposed infrastructure improvements required to support future growth as identified in the updated Traffic Circulation Master Plan and City of Gilroy 2040 General Plan. City staff comments on the draft Nexus study report will be incorporated into a final Nexus study report. In addition, Kimley-Horn will develop an interactive TIF calculation tool. This tool will have the capability to estimate fees for new developments based on trips or VMT depending on the selected methodology. Deliverables  Memorandum on the traffic impact fee  Interactive fee calculation tool  Final traffic impact fee ordinance Task 5: Public Engagement Plan Kimley-Horn will develop a public engagement plan detailing the proposed methods for conducting public outreach to both the City Council and necessary stakeholders. The plan may include one (1) public meetings or workshops, one (1) planning commission meeting, and one (1) City Council meeting. Deliverables  Outreach strategy  PowerPoint presentations  One public meeting  One planning commission meeting  One City Council meeting Task 6: SB 743 Policy and TREDLite VMT Tool Development Task 6.1 Project Management and Coordination Kimley-Horn will attend up to four (4) meetings, assumed to be virtual, to review the needs of the City pertaining to VMT analysis, provide progress updates, and review the findings of the project analysis. The meetings will also ensure the City will be compliant with SB 743 based on the efforts included in the subsequent tasks. Task 6.2 Technical Analysis Kimley-Horn will develop average VMT/Capita (Residential) and Work VMT/Employee for the City. In addition, Kimley-Horn will use the Replica platform to compute develop average VMT/Capita (Residential) and Work VMT/Employee for the City. Kimley-Horn will meet with the City to provide results of the two analyses and guidance as to the benefits of proceedings with using each methodology to set thresholds for the City. A decision will be made by the City at this meeting to determine which methodology to use for the remaining efforts included in the subsequent tasks, as well as to choose which boundary to use to set thresholds. Once a methodology has been chosen, Kimley-Horn will also develop estimates for regional VMT totals for use of “net change” analyses. DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E Kimley-Horn will use the average VMT/Capita, average VMT/Employee, and regional VMT totals to determine thresholds in cooperation with the City staff. Thresholds can be set at a specific percentage below the averages calculated based on the needs of the City. Typically, thresholds are set at 15-percent below the citywide/countywide/regionwide average as this is consistent with state guidance. Task 6.3 Screening Maps Kimley-Horn will develop thematic screening maps showing relative VMT/Capita and VMT/Employee (employee-based land uses only) to facilitate project screening and/or, as appropriate, making project determinations regarding VMT. It is expected that these maps will be used as an informational tool for jurisdictions when discussing VMT with potential project applicants and the public. The maps will identify areas that are below the thresholds established above, those within 15-percent of the threshold (assumed to be able to be feasibly mitigated), and those that are more than 15-percent above the threshold. Task 6.4 Travel Demand Management and Mitigation Kimley-Horn will develop a VMT reduction and mitigation strategy that evaluates specific Travel Demand Measures (TDMs) and their relative efficacy with reducing VMT within the City. These TDM measures will be based primarily on CAPCOA’s Handbook for Analyzing Greenhouse Gas Emission Reductions, Assessing Climate Vulnerabilities, and Advancing Health and Equity published in January 2022. This document provides the most recent analysis on VMT reduction methodologies and provides guidance on the amount of VMT reduced by each measure. The strategy developed by Kimley-Horn would outline the analysis required to be completed for projects with VMT impacts and provide the examples obtained from the CAPCOA document. Task 6.5 Documentation Kimley-Horn will document the methods and results of the analyses performed in Tasks 2-4 in a brief technical memorandum format with graphics as deemed appropriate by Kimley-Horn. Kimley-Horn will prepare and submit an electronic (PDF) copy of the memorandum the City. Kimley-Horn will address and respond to one set of non-conflicting comments from the City and submit a final copy of the memorandum to the City. In addition, Kimley-Horn will develop a VMT Analysis Guidelines document to provide guidance on performing VMT analyses for the City. The Guidelines will include the following major topics:  Background  Land Use Projects o Evaluating Land Use Types (including Mixed Use and Redevelopment guidance) o Screening for Non-Significance (criteria and methodologies including maps) o Significance Thresholds and Analysis Methodologies o Development of Analysis Scope  Transportation Projects o Screening for Non-Significance (criteria and methodologies) o Significance Thresholds and Analysis Methodologies  Recommendations for mitigations/TDMs and their relative efficacy in reducing VMT DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E Kimley-Horn will prepare and submit an electronic (PDF) copy of the VMT Analysis Guidelines the City for review. Kimley-Horn will address and respond to one set of non-conflicting comments from the City and submit a final copy of the VMT Analysis Guidelines to the City. Task 6.6 VMT Analysis Tool (TREDLite) Kimley-Horn will develop a VMT analysis tool using Kimley-Horn’s online platform, TREDLite. We will develop a specific version of TREDLite for the City to allow the user to perform VMT estimation and mitigation based on the analyses carried out during prior tasks. TREDLite requires land use characteristics of the proposed project, such as the number of residential units or square footage of a project and the project’s physical address. The City’s version of TREDLite will use the associated TAZ or Census Block Group VMT characteristics (depending on the methodology chosen in Task 2) to estimate the VMT of the proposed project and compare it to the thresholds developed during Task 2. It will then determine if the project will result in a significant impact related to VMT and offer some potential mitigation measures that may reduce the project’s VMT impact to less than significant. The City’s version of TREDLite will also be developed to provide project-level GHG impacts for mobile and non-mobile sources. Mitigations and VMT reduction strategies chosen to reduce a project’s VMT will also be analyzed to show their GHG reductions as well. Kimley-Horn will test up to two (2) different project types the City for the purpose of demonstrating how TREDLite should be applied. The results will be presented and discussed during a virtual meeting with City staff. DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E CITY OF GILROY TCMP AND TIF PROGRAM SCHEDULE City of Gilroy Apr 23 May 23 Jun 23 Jul 23 Aug 23 Sep 23 Oct 23 Nov 23 Dec 23 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 Task 1 Project Management 1.1 Project Management 1.2 Project Kick-Off 1.3 Work Plan Finalization 1.4 Progress Review Meetings ****** Task 2 Traffic Circulation Master Plan Update 2.1 Review Current Traffic Circulation Master Plan 2.2 Travel Demand Modeling 2.3 Future 2050 modeling (Optional) 2.4 Evaluation of recommended improvements 2.5 Recommended Transportation Improvements 2.3.1 Conceptual Design Drawings 2.3.2 Preliminary Cost Estimates 2.3.3 Additional Improvements for TIF Policy 2.6 Draft and Final Plan Development Task 3 Traffic Impact Fee (TIF) Study and TIF Program Update 3.1 TIF Program Approach 3.2 Transportation Improvements 3.3 Fee Revenue Estimation 3.4 Nexus Study Development Task 4 Draft and Final Nexus Study Reports 4.1 Administartive Draft 4.2 Draft 4.3 Final 4.5 VMT Tool Task 5 Public Engagement Plan 5.1 Public Engagement Plan 5.2 City Council Meetings Task 6 Draft and Final Nexus Study Reports 6.1 Coordination Meetings *** 6.2 Technical Analysis 6.3 Screening Maps 6.4 Travel Demand Management and Mitigation 6.5 Documentation 6.6 VMT Analysis Tool (TREDLite) Project Timeline DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE DocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E Category/TitleBilling Rate$385.00 $330.00 $240.00 $215.00 $190.00 $165.00 $105.00Total Hours Total CostTask 12226261218104 $ 25,860.00 1.1121212121260 $ 14,100.00 1.224410 $ 2,850.00 1.324410 $ 2,850.00 1.4666624 $ 6,060.00 Task 2 18564192 136 106512 $ 110,980.00 2.144441228 $ 6,960.00 2.2Travel Demand Modeling (Hexagon)2.2.1Update Base Year Model2.2.2Identify Road Network Check Against 2004 TMP Improvements2.2.3Review/Update 2040 Land Use Assumptions2.2.4Model Output Data2.2.5Modeling2.3Update Future Land Use Data to 2050 (Optional)2.4448 $ 2,860.00 2.5100100 $ 19,000.00 2.3.142414026194 $ 43,850.00 2.3.22124024 78 $ 17,290.00 2.3.3243238 $ 7,370.00 2.6288242466 $ 13,650.00 Task 316488020160324 $ 75,900.00 3.14244068 $ 19,060.00 3.2816160184 $ 38,760.00 3.3242026 $ 6,890.00 3.424202046 $ 11,190.00 Task 4121436072134 $ 31,560.00 4.1882460100 $ 22,880.00 4.2248822 $ 5,530.00 4.3224412 $ 3,150.00 Task 51010082452 $ 13,430.00 5.1224 $ 1,430.00 5.24481632 $ 7,620.00 5.344816 $ 4,380.00 Task 68225201698 $ 25,860.00 6.144412 $ 3,820.00 6.2410822 $ 5,240.00 6.328818 $ 4,100.00 6.4Travel Demand Management and Mitigation44614 $ 4,300.00 6.5Documentation41620 $ 5,160.00 6.6VMT Analysis Tool (TREDLite)4812 $ 3,240.00 86176 172 220 434 11818122433,110.00$ 58,080.00$ 41,280.00$ 47,300.00$ 82,460.00$ 19,470.00$ 1,890.00$ $ 283,590.00 $ 73,580.00 $ 15,000.00 $ 58,580.00 $ 357,170.00 $ 3,420.00 $ 360,590.00 Update Future Land Use Data to 2050 (Optiona 2.3) - HexagonTOTAL COST WITH OPTIONAL TASKS:Recommended Transportation ImprovementsPublic Engagement PlanDraftFinalConceptual Design DrawingsPreliminary Cost EstimatesAdditional Improvements for TIF PolicyAdministartive DraftOther Direct CostsTOTAL COST WITHOUT OPTIONAL TASKS:Project ManagementProject Kick-OffReview Current Traffic Circulation Master PlanEvaluation of Recommended Transportation ImprovementsDraft and Final Plan DevelopmentTIF Program ApproachTransportation ImprovementsFee Revenue EstimationNexus Study DevelopmentHexagon Tasks (2.2.1-2.2.5)Traffic Impact Fee (TIF) Study and TIF Program UpdateDraft and Final Nexus Study ReportsTREDLite LicenseCommunity Meetings and WorkshopsCity Council MeetingsTOTAL HOURSSubtotal Labor:SB 743 Policy and TREDLite VMT Tool DevelopmentCoordination MeetingsTechnical AnalysisScreening MapsCity of GilroyTraffic Circulation Master Plan and Traffic Impact Fee Program Updates Kimley-Horn and Associates, Inc.Project ManagementTraffic Circulation Master Plan UpdateSupport StaffWork Plan FinalizationProgress Review MeetingsPublic Engagement PlanSr. Professional IISr. Professional IProfessional II Professonal I Analyst II Analyst IDocuSign Envelope ID: F452C076-D5D8-4C43-80BB-E14625FF2C0E