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HomeMy WebLinkAboutItem 4.2 Traffic Impact Assmtor 19 82 /ii � 111 DATE: TO: FROM: STAFF REPORT CITY COUNCIL January 17, 2012 Honorable Mayor and City Councilmembers Joni Pattillo, City Manager""' CITY CLERK File #600 -30 SUBJECT: Authorization of a Traffic Engineering Consulting Services Agreement for Traffic Impact Assessment of the Dublin Crossings Development Project at Camp Parks Prepared by Jaimee Bourgeois, Transportation & Operations Manager EXECUTIVE SUMMARY: The City Council will consider a Consulting Services Agreement with Hexagon Transportation Consultants, Inc., to conduct a Transportation Impact Assessment and prepare the necessary environmental documentation in accordance with the California Environmental Quality Act (CEQA) to support development of the Dublin Crossing Project at Camp Parks. FINANCIAL IMPACT: No financial impact to the City. All costs associated with the contract and the provision of the services covered under the contract, if authorized by the City Council, would be borne by the Applicant, SunCal Companies /Argent Management. The work described in the Scope of Work would not commence until the Applicant has funded their Developer Deposit Account to pay the cost of the contract. RECOMMENDATION: Staff recommends that the City Council adopt a Resolution approving a Consulting Services Agreement with Hexagon Transportation Consultants, Inc. to conduct a Traffic Impact Assessment for the Dublin Crossing development project at Camp Parks. 4 Submitted By Director of Public Works DESCRIPTION: Reviewed By Assistant City Manager Since 2001, the City Council has had, as a high priority goal, the processing of the Parks Reserve Forces Training Area (Camp Parks) General Plan and Specific Plan Amendment. A General Plan Amendment Study was requested by the U.S. Army Reserve, and on April 15, 2003, the City Council authorized the commencement of a General Plan Amendment Study for the 187 -acre project area. Page 1 of 3 ITEM NO. 4.2 Once the General Plan Amendment Study was authorized, City Staff began regular meetings with the U.S. Army Reserve and their representatives to begin considering potential land use combinations for the site. In 2004, the City, in partnership with the U.S. Army Reserve, engaged community members in a "Strategic Visioning Process" that led to the development of five conceptual land use plans. The City Council held meetings in February, March, and April 2005 to review and provide feedback on the conceptual land plans and the City Manager relayed the City Council's direction on the future development at Camp Parks to the U.S. Army. In October 2008, the U.S. Army Reserve announced the selection of SunCal Companies /Argent Management as the master developer for the project site. In April 2011, SunCal finalized an Exchange Agreement with the U.S. Army Reserve for the property that binds both parties to a timeline and satisfaction of certain requirements in order for development on the project site to proceed. In May 2011, City Staff began pre - development meetings with SunCal. SunCal is moving forward with preparing their proposal for the property, which the City will review and analyze in the coming months through the development review process. On August 16, 2011, Staff presented the City Council with a summary of the direction on key issues provided to the U.S. Army Reserve in 2005 and 2006 and sought City Council feedback and direction on certain issue areas where additional input was required. At this meeting, the City Council provided their input. Also at this meeting, City Staff noted that one of the next steps in the planning process would be for the City to engage a consultant for the preparation of the project Environmental Impact Report and related Specific Plan. The City Council approved, on December 20, 2011, a consulting services agreement with RBF Consulting to prepare the Specific Plan and Environmental Impact Report. Services from a transportation consultant to conduct a Transportation Impact Assessment were not included under that contract. Hexagon Transportation Consultants, Inc. has been identified as a qualified consultant and was contacted by staff to prepare a scope of services. A Resolution (Attachment 1) is included that approves the consulting services agreement and authorizes the City Manager to execute the agreement (Attachment 2). ANALYSIS: Hexagon Transportation Consultants, Inc. has prepared a Scope of Work and Budget (Attachment 3) along with standard billing rates (Attachment 4) to provide staff support during the review of the site plan and specific plan, to conduct a transportation impact assessment, and to prepare the necessary environmental documentation as part of the Environmental Impact Report. The cost of the contract with Hexagon Transportation Consultants, Inc. is not to exceed $150,000. The total budget included in the Resolution for City Council approval is $172,500, which includes a 15% contingency. The contingency would not be spent, however, without prior authorization by the City Manager and the Project Applicant. Page 2 of 3 The Scope of Work and Fee have been reviewed and agreed to by both City Staff and the Applicant. The cost to complete the work will be paid for by SunCal. NOTICING REQUIREMENTS /PUBLIC OUTREACH: None required. ATTACHMENTS: 1. Resolution Approving a Consulting Services Agreement with Hexagon Transportation Consultants, Inc. to Conduct a Transportation Impact Assessment for the Dublin Crossing Development Project at Camp Parks 2. Exhibit A to the Resolution - Consulting Services Agreement between City of Dublin and Hexagon Transportation Consultants, Inc. 3. Exhibit A to the Agreement - Scope of Services 4. Exhibit B to the Agreement - Compensation Schedule Page 3 of 3 RESOLUTION NO. - 12 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * ** APPROVING A CONSULTING SERVICES AGREEMENT WITH HEXAGON TRANSPORTATION CONSULTANTS, INC. TO CONDUCT A TRANSPORTATION IMPACT ASSESSMENT FOR THE DUBLIN CROSSING DEVELOPMENT PROJECT AT CAMP PARKS WHEREAS, a General Plan Amendment Study was requested by the U.S. Army Reserve in 2003 for the subject 187 -acre land exchange parcel at the Camp Parks Reserve Forces Training Area; and WHEREAS, on April 15, 2003, the City Council authorized the commencement of a General Plan Amendment Study for the 187 -acre parcel, now known as "Dublin Crossing "; and WHEREAS, City Staff coordinated with the Applicant to draft a scope of work for the creation of a Specific Plan and the necessary environmental documentation in accordance with the California Environmental Quality Act (CEQA) to analyze the impacts of development of the Dublin Crossing Project at Camp Parks; and WHEREAS, City Staff contacted Hexagon Transportation Consultants, Inc., a qualified and reputable transportation planning and engineering consulting firm, for the purposes of conducted a Transportation Impact Assessment and related CEQA documentation; and WHEREAS, Hexagon Transportation Consultants, Inc. has demonstrated that they have the ability to perform the transportation consulting services required; and WHEREAS, Hexagon Transportation Consultants, Inc. prepared a detailed Scope of Work and Fee Proposal for the necessary work; and WHEREAS, a budget not to exceed $150,000 has been established by Hexagon Transportation Consultants, Inc. for the Impact Assessment and documentation; and WHEREAS, a contingency of $22,500 (15% of total contract amount) is included for City Council approval to cover additional costs associated with unanticipated expansions of the Scope of Work, which would only be spent upon approval by the City Manager and Project Applicant; and WHEREAS, Hexagon Transportation Consultants, Inc. will perform the work outlined in the Scope of Work and Fee Proposals once the contract is executed and once the Project Applicant has funded the Developer Deposit Account to complete the work described in the Scope of Work; and WHEREAS, all costs associated with the provision of services outlined in the Scope of Work shall be borne by the Applicant. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Consulting Services Agreement with Hexagon Transportation Consultants, Inc., attached hereto as Exhibit A, to conduct a Transportation Impact Assessment and prepare the CEQA documentation for the Dublin Crossing development project at Camp Parks for a fee not to exceed $150,000. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute said Consulting Services Agreement (attached hereto as Exhibit A) for a fee not to exceed $150,000 and authorize the additional expenditure of up to $22,500. PASSED, APPROVED AND ADOPTED this day of , 2012, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: City Clerk Mayor CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND HEXAGON TRANSPORTATION CONSULTANTS, INC THIS AGREEMENT for consulting services is made by and between the City of Dublin ( "City") and Hexagon Transportation Consultants, Inc ( "Consultant ") as of January 17, 2012. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on December 31, 2013, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first -class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $150,000.00, notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between January 17, 2012 City of Dublin and Hexagon Transportation Consultants, Inc Page 1 of 13 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and /or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: • The identification number of the Purchase Order issued by the City of Dublin to complete a specified task; • The beginning and ending dates of the billing period; • A Task Summary containing the original approved amount for the specified task, the amount of prior billings for the specified task, the total due this period, and the balance available for the specified task; ■ A summary showing the name of each person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; ■ The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further; or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, Consulting Services Agreement between January 17, 2012 City of Dublin and Hexagon Transportation Consultants, Inc Page 2 of 13 i I unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown in Exhibit B of this Agreement. 2.6 Reimbursable Expenses. Authorized reimbursable expenses are specified in Exhibit B. Expenses not listed in Exhibit B are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator: Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve_ incurring any direct expense, including but not limited to computer, long- distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the Consulting Services Agreement between January 17, 2012 City of Dublin and Hexagon Transportation Consultants, Inc Page 3 of 13 s subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1- Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self - insurance program to meet those requirements, but only if the program of self- insurance complies fully with the provisions of the California Labor Code. Determination of whether a self- insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. s 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a- general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ( "any auto "). No endorsement shall be attached limiting the coverage. Consulting Services Agreement between January 17, 2012 City of Dublin and Hexagon Transportation Consultants, Inc Page 4 of 13 i i 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. C. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self- insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self- insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consulting Services Agreement between January 17, 2012 City of Dublin and Hexagon Transportation Consultants, Inc Page 5 of 13 . - 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims -made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. C. If coverage is canceled or not renewed and it is not replaced with another claims -made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. Consulting Services Agreement between January 17, 2012 City of Dublin and Hexagon Transportation Consultants, Inc Page 6 of 13 l 1 4.4.5 Deductibles and Self- Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self - insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self - insured retentions with respect to City, its officers; employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self- insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: • Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; • Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and /or l • Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or Consulting Services Agreement between January 17, 2012 City of Dublin and Hexagon Transportation Consultants, Inc Page 7 of 13 - i violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and /or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any,other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and /or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. ;7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. Consulting Services Agreement between January 17, 2012 City of Dublin and Hexagon Transportation Consultants, Inc Page 8 of 13 i i j 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies,, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. E Section 8. TERMINATION AND MODIFICATION. 8.1" Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (30) days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement-beyond that provided for in Subsection 1.1. Any such extension shall require a Consulting Services Agreement between January 17, 2012 City of Dublin and Hexagon Transportation Consultants, Inc Page 9 of 13 l I 3 I written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree'that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consulting Services Agreement between January 17, 2012 City of Dublin and Hexagon Transportation Consultants, Inc Page 10 of 13 Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and /or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Consulting Services Agreement between January 17, 2012 City of Dublin and Hexagon Transportation Consultants, Inc Page 11 of 13 i 3 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper: 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group; or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Gary Huisingh, Public Works Director ( "Contract Administrator "). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Hexagon Transportation Consultants, Inc Attn: Gary K. Black 111 W. St. John Street, Suite 850 San Jose, CA 95113 Consulting Services Agreement between January 17, 2012 City of Dublin and Hexagon Transportation Consultants, Inc Page 12 of 13 Any written notice to City shall be sent to: City of Dublin Public Works Department Attn: Gary Huisingh 100 Civic Plaza Dublin, CA 94582 10.11 Professional Seal. 'Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped /sealed and signed by the licensed professional responsible for the report/design preparation. The stamp /seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. t 10.12 integration. This Agreement, including the scope of work and hourly fees and reimbursable expenses attached hereto and incorporated herein as Exhibit A and Exhibit B; respectively, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN CONSULTANT i Joni Pattillo, City Manager Gary K. Black, President Attest: Caroline Soto, City Clerk Approved as to Form: John Bakker, City Attorney G: ICONSULTANTS1Hexagonlconsultant services agreement 2012.doc Consulting Services Agreement between January 17, 2012 City of Dublin and Hexagon Transportation Consultants, Inc Page 13 of 13 January 5, 2012 Ms. Jaimee Bourgeois Transportation &Operations Manager City of Dublin 100 Civic Plaza Dublin, CA 94568 Subject; Proposal for Dublin Crossings Transportation Analysis Dear Ms. Bourgeois: Hexagon Transportation Consultants, Inc. is pleased to submit this proposal to prepare a transportation analysis for the proposed Dublin Crossings development within the Camp Parks property. The project is a mixed -use development located on a 187 -acre site north of Dublin Boulevard, east of Dougherty Road, south of 5th Street, and west of Arnold Drive. Camp Parks facilities that are located within the development area will be consolidated north of 5th Street. The project would be built over a number of phases. This scope of work includes analysis of six development phases: Hexagon will assist with development of the specific plan including street alignments and cross- sections, transit connections, and bicycle and pedestrian connections through the property to the existing developed areas of Dublin. Hexagon will prepare a traffic impact analysis for the development and will prepare the circulation section of the project EIR. The following presents the detailed scope of work, schedule, and fee estimate. Scope of Services The purpose of the traffic analysis is to help define the project description and to identify traffic impacts and mitigation measures in accordance with the requirements of the California Environmental Quality Act (CEQA), the City of Dublin, and the Alameda County Transportation Commission (ACTC). Since the project would generate more than 100 PM peak hour trips, a Congestion Management Program (CMP) analysis will be required. The traffic impact analysis would include the study of up to 30 intersections (including on -site intersections), 3 freeway - interchanges, and 20 freeway segments in the vicinity of the site during the weekday AM and PM peak commute hours. Analysis of additional study intersections, interchanges, or freeway segments, if required, will require authorization and additional budget. During each task in the scope of work, Hexagon will coordinate with Dublin staff. We will ask for review and approval of input assumptions and preliminary results before proceeding with each subsequent task. The tasks to be included in the analysis are as follows: 1. Site Reconnaissance and Existing Observations. The physical characteristics of the study area and the surrounding roadway network will be observed to identify existing roadway cross- sections, intersection lane configurations, traffic control devices, and surrounding land uses. For the scope of this project, there will be approximately 25 off -site study intersections. Existing traffic conditions will be observed in the field during the peak 4377 First Street, Suite A • Pleasanton, California 94566 phone 925.225.1439 - fax 925.225.0688 • www.hextrans.com 1 , Ms: Jaimee Bourgeois January 5, 2012 1 Page 2 of 5 i periods of traffic in order to identify any operational deficiencies and to confirm the accuracy of calculated levels of service. 2. Data Collection. In order to obtain existing AM and PM peak -hour traffic volumes, new manual traffic counts will be conducted. Traffic signal cycle lengths and signal phasing will be obtained from City staff and verified in the field. Data for existing transit, bicycle, and pedestrian facilities in the study area will also be collected. Interchange and freeway counts will be obtained from Caltrans. Additional counts will require authorization and additional budget. Information on approved projects will be obtained from the City of Dublin. 3. Site Plan Assistance. Hexagon will work in cooperation with the project team to develop a transportation network for the project. Parameters of the network include roadway cross sections and alignments according to the City of Dublin standards set forth in the General Plan. These will include travel lanes, medians, bicycle lanes, parking lanes, bus stops, and sidewalk widths. The network also may include off - street bicycle paths and trails. The street network will include intersection connections to the existing Dublin road network. 4. Evaluation of Existing Conditions. The existing operations of the key intersections, interchanges, and freeway segments will be evaluated with a level of service analysis using current AM and PM peak -hour volumes. All intersections will be evaluated using TRAFFIX software in accordance with the 2000 Highway Capacity Manual methodology. Freeway interchanges will be evaluated based on volume -to- capacity ratios on the ramps. Freeway segments also will be evaluated based on volume -to- capacity ratios, in accordance with CMP requirements. 5. Evaluation of Background Conditions. The City of Dublin will provide link level traffic volumes for background conditions from the City model. Hexagon will use the link volumes to forecast intersection turning movements. Planned and funded improvements will be included in the background analysis. The project would require that the current Camp Parks gate be relocated and the Camp Parks activities consolidated north of 5th Street. As part of the background analysis, the Camp Parks traffic will be reassigned accordingly. Level of service calculations will be performed to evaluate background conditions. 6. Site Traffic Projections. Based on the size of the proposed development, site- generated traffic will be estimated using the vehicular trip generation rates recommended by the Institute of Transportation Engineers Trip Generation, 8t h Edition. Appropriate reductions will be used to account for mixed -use development, transit usage, bicycling, walking, and a transportation demand management (TDM) program. Various sources will be used for the reduction factors including the URBEMIS software, the MXD spreadsheet, and the CAPCOA trip reduction research. The directional distribution of site - generated traffic will be forecast based on previous transportation impact studies and the Dublin city model. Hexagon will run a select zone analysis with the model to inform the trip distribution assumptions. The site - generated traffic will be assigned to the roadway network based on the directions of approach and departure discussed above. Hexagon will analyze the- project in six phases. Trip generation and assignment estimates will prepared for each phase. 7. Evaluation of Project Conditions. Project - generated traffic will, be added to (1) existing and (2) background traffic volumes. Intersection level of service calculations will be conducted to estimate the operating levels of the key intersections, interchanges, and freeway segments during the AM and PM peak hours after the completion of the proposed development. A transit analysis will be performed in order to find potential transit trip generation. This potential trip generation will then be added to existing transit data to determine if the existing system is sufficient. The project impact to bicycle and pedestrian circulation also will be described. Buildout project traffic will be added both to existing and Ms. Jaimee Bourgeois January 5, 2092 Page 3 of 5 background conditions. For the six development phases, project traffic will be added to either the existing or background conditions. This will be determined through the course of the study in consultation with Dublin staff. 8. Site Access & Circulation. A site circulation and access review will be conducted to determine the adequacy of the proposed site plan in accordance with generally accepted traffic engineering standards. This will include a quantitative analysis of traffic at the project entrances and on the internal roads. Potential queuing impacts will be identified for any intersections that would experience a large amount of project traffic. Internal intersections will be evaluated for sight distance, traffic control, and the need for turn lanes. The site will be evaluated for emergency vehicle and truck access. Parking will be evaluated against the City code for adequacy of supply and layout. Appropriate parking reductions for shared parking and for TDM measures will be discussed. Pedestrian, transit, and bicycle travel will also be evaluated on -site and within the surrounding vicinity in order to ensure both efficiency and safety for all sharing the road. The site access and circulation analysis will be conducted for each of the six development phases. 9. Congestion Management Agency Assessment. The Alameda County Transportation Commission (ACTC) requires analysis of all Metropolitan Transportation System (MTS) roadways to determine project impacts if the project will generate more than 100 PM peak hour trips. Given the scope and size of the project, it is expected to exceed 100 PM peak hour trips. In accordance with these requirements, a separate analysis will be done for the MTS roadways. The analysis will be based on 2035 model forecast volumes from the Alameda Countywide model on the roadways that would be affected by project traffic, both arterials and freeways. The traffic added by the project will be identified as a percentage increase on the MTS network. Impacts and mitigation will be identified in accordance with ACTC procedures. The CMP analysis will be conducted for the buildout project only. 10. Cumulative Conditions. The buildout project will be evaluated in the context of 2035 traffic forecasts from the City of Dublin model. Dublin will provide 2035 forecasts for the roadways in the study area. These forecasts will be used to derive intersection turning movement forecasts for cumulative conditions with and without the project. Intersection, interchange, and freeway level of service calculations will be conducted for the AM and PM peak hours. 11. Identification of Impacts and Mitigation Measures. Based on the results of the level of service calculations, impacts will be identified. Mitigation measures will be formulated that identify the locations and types of improvements or modifications necessary to mitigate significant impacts. Impacts and mitigation measures will be determined for each of the following study scenarios: existing + project (project buildout), background + project (project buildout), 6 development phases (added to either existing or background), and cumulative + project (project buildout). 12. Project Alternatives. For input to the EIR, qualitative analyses of two project alternatives will be provided. The analyses for the alternatives will include trip generation and a discussion of potential reduction to impacts. 13. Assistance with Preparation of Specific Plan_ Hexagon will assist Dublin and the project team in developing the specific plan for the project. Hexagon will review documents and make recommendations for the transportation network and for transportation policies to support all transportation modes including transit, bicycles, and pedestrians. 94. Meetings. The fee estimate includes attendance at four project team meetings, two community meetings, one Planning Commission meeting, and one City Council meeting, for i Ms. Jaimee Bourgeois January 5, 2012 Page 4 of 5 a total of 8 meetings. Additional meetings could be attended as an additional service on a time and materials basis. 15. Reports. Hexagon will prepare the circulation section of the EIR, first as an administrative draft and then as a draft. Hexagon will respond to comments on the draft EIR for incorporation into the final EIR. The fee estimate includes 40 hours for responses to comments on the DEIR. Additional Services Any work not specifically referenced in the above Scope of Work —for example analyzing more than six project phases, analyzing more than 30 intersections, or attending more than 8 meetings shall be considered additional services. Additional services will require additional budget and additional time. Schedule &Budget The cost for services rendered under this agreement will be based on time and expenses at our standard hourly rates (attached) up to ,a maximum of $150,000. Billings will be conducted monthly, bases on the staff hours expended plus expenses. This price quote is good for 90 days. This price quote assumes all project - related activities will be completed within one year. Extended project schedules will require additional budget for project administration. j Barring any unforeseen delays, a draft traffic study report will be submitted 3 months after (1) a contractual agreement has been reached, (2) Hexagon receives final work scope approval from City staff, and (3) Hexagon receives a project description, including the six project phases. The project schedule is also dependent on receipt of model forecasts from the Dublin model, which is outside our control. We are ready to start work immediately upon authorization. We look forward to working with you and appreciate your consideration of Hexagon for this assignment. if you have any questions, please do not hesitate to call. Sincerely, HEXAGON TRANSPORTATION CONSULTANTS, INC. Gary K. Black, AICP President Brett Walinski P.E. Vice President & Principal Associate i Ms. Jaimee Bourgeois January 5, 2092 Page 5 of 5 Hexagon 2012 Billing Rates Professional Classification Rate per Hour President $240 Principal $195 Senior Associate II $180 Senior Associate I $165 Associate II $145 Associate I $130 Planner/Engineer II $115 Planner/Engineer I $105 Admin/Graphics $95 Senior CAD Technician $85 Technician $75 Direct expenses are billed at actual costs, with the exception of mileage, which is reimbursed at the current rate per mile set by the IRS. Billing rates shown are effective January 1, 2012 and subject to change January 1, 2013. i