Agenda — Tracy City Council, December 3, 2024 (part 2 of 4)

WHEREAS, to provide supplemental Traffic Engineering services for CIPs and Land Development projects that are currently pending, staff recommends that the City Council award a Master Professional Services Agreement (MPSA) with an initial term of three years and a not- to-exceed fiscal year amount of $250,000 with Advanced Mobility Group which is on the On-Call List; and

WHEREAS, the City will issue Task Orders specifying the scope of work needed, and the consultant will invoice the City based on the scope of work for each Task Order; and

WHEREAS, the cost of the work performed by Advanced Mobility Group will be cost recoverable in part, through the developer’s fee, Capital Improvement Project budgets, or Federal and State grant funds; and funding for MPSA will be through the department’s annually adopted budget and the contract includes the ability to terminate if there is insufficient budget availability; and
WHEREAS, this agenda item supports the City of Tracy’s Quality of Life Strategic Priority, which is to provide an outstanding quality of life by enhancing the City’s amenities, business mix and services, and cultivating connections to promote positive change and progress in our community; and

WHEREAS, the MPSA is for services equivalent to “planning and feasibility services” and, therefore, is not considered a “project” as defined by Section 21065 of the Public Resources Code; any projects for which such services are performed will be reviewed as required under the California Environmental Quality Act (CEQA) before future discretionary actions are taken; now, therefore, be it

RESOLVED: That the City Council of the City of Tracy hereby approves a Master Professional Service Agreement substantially in the form set forth in Exhibit 1, for Traffic Engineering Services, with an initial term of three years and a not-to-exceed fiscal year amount of $250,000 with Advanced Mobility Group; and be it

FURTHER RESOLVED: That the City Council authorizes the City Manager to extend, administratively, the Master Professional Services Agreement for up to two additional years, based on performance, if needed; and be it
FURTHER RESOLVED: That the City Council finds that the MPSA is for services equivalent to “planning and feasibility services” and, therefore, is not considered a “project” as defined by Section 21065 of the Public Resources Code and that any projects for which such services are performed will be reviewed as required under CEQA before future discretionary actions are taken.

* * * * * * * * * * * * * *
Resolution 2024-

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The foregoing Resolution 2024- was adopted by the Tracy City Council on the 3rd day of December 2024 by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTENTION: COUNCIL MEMBERS:

NANCY D. YOUNG
Mayor of the City of Tracy, California

ATTEST:

ADRIANNE RICHARDSON
City Clerk and Clerk of the Council of the
City of Tracy, California

EXHIBITS

Exhibit 1 - Master Professional Service Agreement with Advanced Mobility Group City of Tracy – Master Professional Services Agreement with Advanced Mobility Group

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CITY OF TRACY

MASTER PROFESSIONAL SERVICES AGREEMENT WITH
Advanced Mobility Group for Traffic Engineering Services included but are not limited to Traffic Engineering Services including speed surveys, traffic and engineering studies appropriate to set speed limits, performing 24-hour traffic counts, intersection turning movement counts and truck distribution counts, evaluation of intersection Level of Service, evaluation of corner/hill/curve sight distance, evaluation of residential street traffic calming, performing of a citywide high accident location analysis and recommend mitigation measures, preparation of reports on study findings and present same to the City’s Traffic Commission as requested, design of new traffic signal installation and modifications to existing traffic signal equipment, Traffic Signal Operations including monitoring of vehicle loop and video detection functionality and Pan-Tilt-Zoom camera operational condition, preparation of traffic signal timing patterns for both stand-alone and interconnected traffic signals, Transportation Engineering including developing and reviewing project plans, specifications, and cost estimates for Traffic and Transportation Projects, performing design services for City Transportation projects involving Caltrans Coordination along the Caltrans Right-of-way on Interstates I-580 and I-205, identifying and monitoring the implementation of City Policy for reductions in Vehicle Miles Travelled (VMT) requirements under SB743, performing Warrant Analyses to determine the need for and feasibility of installing a traffic signal(s) and/or stop sign(s), and other applicable improvements .

This Master Professional Services Agreement (“Agreement”) is entered into between the City of Tracy, a municipal corporation (“City”), and Advanced Mobility Group a California Corporation (“Consultant”). City and Consultant are referred to individually as “Party” and collectively as “Parties.” Recitals
A. City desires to retain Consultant for future Traffic Engineering Services for Capital Improvement Projects (CIP), Land Development, and Traffic Engineering Projects as further described herein and in Exhibit A.

On August 26, 2024, staff followed established procedures in accordance with Tracy Municipal Code, Section 2.20.140, and conducted an RFP to solicit experienced and qualified consultants to provide On- Call Traffic Engineering Services for Engineering projects. This on-call list of Consultants creates an efficient process for future project proposal requests and does not bind the City or its budgets to a particular scope of work until it is required as City needs arise. Having previously undertaken the public contracting procedures for each Consultant on the list, as the project needs arise, the City may more readily move into contracting with one of the Consultants on the list and then return to the City Council for approval of a project-specific professional services agreement.

On September 13, 2024, the City received seven (7) proposals including Advanced Mobility Group.

Pursuant to Tracy Municipal Code Sections 2.20.140(a)(2) and 2.20.130, the City has determined that Consultant demonstrated that it was the best qualified and most responsible proposer, and best fits the City’s needs for competence and professional qualifications necessary for the satisfactory performance of the Services.

A. After negotiations between the City and Consultant, the Parties have reached an agreement for the performance of services in accordance with the terms set forth in this Agreement.

B. This Agreement was approved on _____________pursuant to Tracy Municipal Code Section 2.20.140 (3), [and City Council Resolution No. _____________.

Exhibit 1
City of Tracy – Master Professional Services Agreement with Advanced Mobility Group

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NOW THEREFORE, for good and valuable consideration the sufficiency of which the Parties hereby acknowledge, the Parties mutually agree as follows:

1. Scope of Services. Consultant shall perform professional services, tasks, and scope of work further described in Exhibit A hereto (“Services”) for the City’s benefit on an as-needed basis pursuant to individual approved Task Orders for services within the in accordance with the terms and conditions of this Agreement. The Services shall be performed by, or under the direct supervision of, Consultant’s Authorized Representative: Joy Bhattacharya, PE, PTOE, Vice President. Consultant shall not replace its Authorized Representative, nor shall Consultant replace any of the personnel listed in Exhibit A, nor shall Consultant use or replace any subcontractor or subconsultant, without City’s prior written consent. A failure to obtain the City’s prior written consent for any change or replacement in personnel or subcontractor/subconsultant may result in the termination of this Agreement.

1.1 Task Order Forms. The Services within the Scope of Work will be comprised of Task Order Forms (in the form provided in Exhibit C hereto), approved, executed and delivered by the Director of Advanced Mobility Group (“Director”) from time-to-time during the Term of this Agreement, on an as-needed basis. The Consultant cannot start performing any Work until the Director has executed a Task Order for such work. The City has no obligation to issue any Task Orders under this Master Agreement. The City may issue any number of Task Orders provided that the sum of the maximum compensation of all approved Task Orders cannot exceed the Total Not-to-Exceed amount stated in Section 3.1.

1.2 Non-Exclusive Agreement. The City reserves the right to contract with other consultants providing the same Services or similar scope of services described above during the term of this Agreement. The City further reserves the right to assign work, at its sole discretion, to consultants other than Consultant based on City’s budget, experience, and skills of consultants based on the City’s specific needs.

2. Time of Performance . Time is of the essence in the performance of services under this Agreement and the timing requirements set forth shall be strictly adhered to unless otherwise modified in writing in accordance with this Agreement. Consultant shall begin performance and shall complete all required services no later than the dates set forth in each individual Task Order. Any services for which times for performance are not specified in each individual Task Order shall be started and completed by Consultant in a reasonably prompt and timely manner based upon the circumstances and direction communicated by the City to the Consultant. Consultant shall submit all requests for time extensions to the City in writing no later than ten days after the start of the condition which purportedly caused the delay, and not later than the date on which performance is due. City shall grant or deny such requests at its sole discretion.

2.1 Term. The term of this Agreement shall commence on December 03, 2024, and expire and terminate automatically on June 30, 2028 or earlier by termination pursuant to Section 6 of this Agreement (“Term”). Subject to the Not-To-Exceed Amount defined in Section 3.1, the Term of this Agreement may be extended with express written amendment incorporating this Agreement signed by both Parties and one of the following City approvals: (a) City Council approval or (b) City Manager approval. An administrative extension of this Agreement by City Manager shall be limited to an additional term of two (2) years (s) and require written determination by the City Manager that Consultant has satisfactorily met all the requirements of this Agreement.

3. Compensation. City shall pay Consultant on a time and expense basis, at the billing rates set forth in Exhibit B attached and incorporated by reference for services performed under this Agreement.

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3.1 Annual Total Not to Exceed Amount. Consultant’s total compensation for all Task Orders and Services under this Agreement shall not exceed $250,000.00 (Two hundred and fifty thousand Dollars) per City fiscal year (“Total Not-to-Exceed Amount”). Consultant’s billing rates shall cover all costs and expenses for Consultant’s performance of this Agreement. No work shall be performed by Consultant in excess of the Total Not-to-Exceed Amount. Consultant acknowledges City has no obligation to compensate or reimburse Consultant for any fees or costs incurred in excess of the Total Not-to-Exceed Amount. Unless specifically stated otherwise or agreed to in writing and approved by City Council, the fees proposed by Consultant, as set forth in Exhibit B hereto, shall remain unchanged for the entire term of this Agreement and any extensions of this Agreement.

3.1.2 For each Task Order issued under this Agreement, Consultant’s Services shall not exceed the maximum compensation stated in that Task Order.

3.2 Invoices. No less than Ninety (90) days after performing Services, Consultant shall submit monthly written invoice(s) to the City that include copies of approved Task Orders, the Services performed, and identify times, dates, and names of persons performing the services.

3.2.1 If Consultant is providing services in response to a development application, separate invoice(s) must be issued for each application and each invoice shall contain the City’s designated development application number.

3.2.2 Consultant’s failure to submit invoice(s) in accordance with these requirement s may result in the City rejecting said invoice(s) and thereby delaying payment to Consultant.

3.2.3 Consultant shall submit invoices no later than 90 days after completion of a Task Order or portion of the Services. City has no obligation to pay invoices delivered greater than 90 days after the date of performance of the Services.

3.3 Payment. Within 30 days after the City’s receipt of invoice(s), City shall make payment to the Consultant based upon the services described on the invoice(s) and approved by the City.

3.4 City Budget Limitations. This Agreement will terminate without penalty, liability or expense of any kind to City at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the fiscal year, this Agreement will automatically terminate, without penalty, liability or expense of any kind at the end of the term for which funds are appropriated. City has no obligation to make appropriations for this Agreement in lieu of appropriations for new or other agreements. City budget decisions are subject to the discretion of the City Council. Consultant’s assumption of risk of possible non-appropriation is part of the consideration for this Agreement. The payment of any compensation under this Agreement shall be subject to the City of Tracy appropriation of funds for the Services. This Agreement shall terminate in the event that such funds are not appropriated.

4. Indemnification. Consultant shall, to the fullest extent permitted by law, indemnify, defend (with independent counsel approved by the City), and hold harmless the City from and against any claims arising out of Consultant’s performance or failure to comply with obligations under this Agreement, except to the extent caused by the sole, active negligence, or willful misconduct of the City.

In
this section, “City” means the City, its officials, officers, agents, employees, and volunteers; “Consultant” means the Consultant, its employees, agents and subcontractors; “Claims” includes claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and al
l related costs and expenses) and any allegations of these; and “Arising out of” includes “pertaining City of Tracy – Master Professional Services Agreement with Advanced Mobility Group

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to” and “relating to”. The Consultant’s indemnification obligation applies to the maximum extent allowed by law and includes defending the City as set forth in Sections 2778 and 2782.8 of the California Civil Code. Upon the City’s written request, the Consultant, at its own expense, shall defend any suit or action that is subject to this indemnification obligation. The provisions of this section survive completion of the services or the termination of this Agreement and are not limited by the provisions of Section 5 relating to insurance.

5. Insurance. Consultant shall, throughout the duration of this Agreement, maintain insurance to cover Consultant, its agents, representatives, and employees in connection with the performance of services under this Agreement at the minimum levels set forth herein.

5.1 Commercial General Liability (with coverage at least as broad as ISO form CG 00 01 01 96) “per occurrence” coverage shall be maintained in an amount not less than $4,000,000 general aggregate and $2,000,000 per occurrence for general liability, bodily injury, personal injury, and property damage.

5.2 Automobile Liability (with coverage at least as broad as ISO form CA 00 01 07 97, for “any auto”) “claims made” coverage shall be maintained in an amount not less than $1,000,000 per accident for bodily injury and property damage.

5.3 Workers’ Compensation coverage shall be maintained as required by the State of California.

5.4 Professional Liability “claims made” coverage shall be maintained to cover damages that may be the result of errors, omissions, or negligent acts of Consultant in an amount not less than $1,000,000 per claim.

5.5 Endorsements. Consultant shall obtain endorsements to the automobile and commercial general liability insurance policies with the following provisions.

5.5.1 The City (including its elected officials, officers, employees, agents, and volunteers) shall be named as an additional “insured.”

5.5.2 For any claims related to this Agreement, Consultant’s coverage shall be primary insurance with respect to the City. Any insurance maintained by the City shall be excess of the Consultant’s insurance and shall not contribute with it.

5.6 Notice of Cancellation. Consultant shall notify the City if the policy is canceled before the expiration date. For the purpose of this notice requirement, any material change in the policy prior to the expiration shall be considered a cancellation. Consultant shall immediately obtain a replacement policy.

5.7 Authorized Insurers. All insurance companies providing coverage to Consultant shall be insurance organizations authorized by the Insurance Commissioner of the State of California to transact the business of insurance in the State of California.

5.8 Insurance Certificate. Consultant shall provide evidence of compliance with the insurance requirements listed above by providing a certificate of insurance and endorsements, in a form satisfactory to the City, before the City signs this Agreement.

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5.9 Substitute Certificates. Consultant shall provide a substitute certificate of insurance no later than 30 days prior to the policy expiration date of any insurance policy required by this Agreement.

5.10 Consultant’s Obligation. Maintenance of insurance by the Consultant as specified in this Agreement shall in no way be interpreted as relieving the Consultant of any responsibility whatsoever (including indemnity obligations under this Agreement), and the Consultant may carry, at its own expense, such additional insurance as it deems necessary. Failure to provide or maintain any insurance policies or endorsements required herein may result in the City terminating this Agreement.

6. Termination.

6.1 The Parties may terminate this Agreement for any reason, including, but not limited to, convenience, by giving ten (10) days’ written notice to the other Party. The City shall pay Consultant for all services satisfactorily performed in accordance with this Agreement, up to the date notice is given.

6.2 This Agreement shall automatically terminate immediately without notice to Consultant upon any of the following occurrences: (a) material breach of this Agreement by Consultant; (b) lack of City funds appropriated. In the event of termination by material breach of Consultant, if the City replaces any incomplete or defective Services from another consultant at a greater cost, the Consultant is responsible for such excess cost in addition to any other remedies available to the City.

6.3 Upon termination, Consultant shall return the City all original documents, including preliminary drafts and supporting documents, prepared by Consultant in connection with the Services performed under this Agreement.

7. Ownership of Work. All original documents prepared by Consultant for this Agreement, whether complete or in progress, are the property of the City, and shall be given to the City at the completion of Consultant’s services, or upon demand from the City. No such documents shall be revealed or made available by Consultant to any third party without the City’s prior written consent.

8. Independent Contractor Status. Consultant is an independent contractor and is solely responsible for the acts of its employees or agents, including any negligent acts or omissions.

Consultant is not City’s employee and Consultant shall have no authority, express or implied, to act on behalf of the City as an agent, or to bind the City to any obligation, unless the City provides prior written authorization. Consultant is free to work for other entities while under contract with the City.

Consultant, and its agents or employees, are not entitled to City benefits.

9. Conflicts of Interest. Consultant (including its employees, agents, and subconsultants) shall not maintain or acquire any direct or indirect interest that conflicts with the performance of this Agreement. If Consultant maintains or acquires such a conflicting interest, the City may terminate any contract (including this Agreement) involving Consultant’s conflicting interest. The Consultant re
presents that it is familiar with the local and state conflict of interest laws, and agrees to comply with those laws in performing this Agreement. The Consultant represents and warrants that the representations made by the Consultant concerning unfair competitive advantage and conflicts of interest in connection with its submissions in response to the City’s procurement for this Agreement were true and accurate both when made and as of the date of this Agreement. Consultant represents and warrants that it has not and shall not offer or deliver any City officer, public official, or employee any g
ifts or donations in violation Federal, State and/or local law.

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10. Rebates, Kickbacks, or Other Unlawful Consideration. C onsultant warrants that this Agreement was not obtained or secured through rebates, kickbacks, or other unlawful consideration either promised or paid to any City official or employee. For breach of this warranty, City shall have the right, in its sole discretion, to terminate this Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback, or other unlawful consideration.

11. Notices. A ll notices, demands, or other communications which this Agreement contemplates or authorizes shall be in writing and shall be personally delivered or mailed to the other party to the addresses listed below. Communications shall be deemed to have been given and received on the first to occur of: (1) actual receipt at the address designated below, or (2) three working days after the deposit in the United States Mail of registered or certified mail, sent to the address designated below.

To City: To Consultant: Advanced Mobility Group
Koosun Kim, PE
City Engineer
333 Civic Center Plaza
Tracy, CA 95376
Joy Bhattacharya, PE, PTOE
Vice President
3003 Oak Road, Suite 100
Walnut Creek, CA 94597
With a copy to:

City Attorney
333 Civic Center Plaza
Tracy, CA 95376

12. Miscellaneous.
1 2 . 1 Standard of Care. Unless otherwise specified in this Agreement, the standard of care applicable to Consultant’s services will be the degree of skill and diligence ordinarily used by reputable professionals performing in the same or similar time and locality, and under the same or similar circumstances.
1 2 . 2 Amendments. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by both Parties.

12.3 Waivers. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement.

12.4 Assignment and Delegation. Consultant may not assign, transfer or delegate this Agreement or any portion of it without the City’s written consent. Any attempt to do so will be void.

City’s consent to one assignment shall not be deemed to be a consent to any subsequent assignment.

12.5 Jurisdiction and Venue. The interpretation, validity, and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. Any suit, City of Tracy – Master Professional Services Agreement with Advanced Mobility Group

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claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of San Joaquin.

12.6 Compliance with the Law. Consultant shall comply with all applicable local, state, and federal laws, whether or not those laws are expressly stated in this Agreement.

12.6.1 Prevailing Wage Laws. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates; employment of apprentices (§ 1777.5), certified payroll records (§1776), hours of labor (§1813 and §1815), debarment of contractors and subcontractors (§1777.1) and the performance of other requirements on “public works” and “maintenance” projects. If the services being performed under this Agreement ar
e part of a “public works” or “maintenance” project, as defined in the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. These prevailing rates are on file with the City and are available online at http://www.dir.ca.gov/DLSR. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents, harmless from any and all claims, costs, penalties, or interests arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

12.6.2 Non-discrimination. Consultant represents and warrants that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age.

Consultant shall also comply with all applicable anti-discrimination federal and state laws, including but not limited to, the California Fair Employment and Housing Act (Gov. Code 12990 (a-f) et seq.).

12.7 Business Entity Status. Consultant is responsible for filing all required documents and/or forms with the California Secretary of State and meeting all requirements of the Franchise Tax Board, to the extent such requirements apply to Consultant. By entering into this Agreement, Consultant represents that it is not a suspended corporation. If Consultant is a suspended corporation at the time it enters into this Agreement, City may take steps to have this Agreement declared voidable.

12.8 Business License. Before the City signs this Agreement, Consultant shall obtain a City of Tracy Business License. Consultant shall maintain an active City of Tracy Business License during the term of this Agreement.

12.9 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.

12.10 Construction of Agreement. Each Party hereto has had an equivalent opportunity to participate in the drafting of this Agreement and/or to consult with legal counsel. Therefore, the usual construction of an agreement against the drafting Party shall not apply hereto.

12.11 Severability. If a term of this Agreement is held invalid by a court of competent jurisdiction, the Agreement shall be construed as not containing that term, and the remainder of this Agreement shall remain in effect.

12.12 Controlling Provisions. In the case of any conflict between the terms of this Agreement and the Exhibits hereto, and Consultant’s proposal (if any), the Agreement shall control. In the case of any conflict between the Exhibits hereto and the Consultant’s proposal (if any), the Exhibits shall control.

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12.13 Entire Agreement. This Agreement and the attached Exhibits comprise the entire integrated understanding between the Parties concerning the services to be performed. This Agreement supersedes all prior negotiations, representations or agreements. All exhibits attached hereto are incorporated by reference herein.

[SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS HEREOF, the City and Consultant agree to the full performance of the foregoing terms as of the last signature date.

City of Tracy
By: Nancy Young
Title: Mayor
Date: _______________________
Attest:
____________________________
Adrianne Richardson, City Clerk
Approved as to form:
_________________________________
Bijal M. Patel, City Attorney
Consultant
Advanced Mobility Group
By: Joy Bhattacharya, PE, PTOE
Title: Vice President
Date: _______________________
Federal Employer Tax ID No. ___________
By:

Title: Chief Financial Officer
Date: _______________________
Exhibits:

A Scope of Work, including personnel and time of performance (See Agreement sections 1 and 2.)
B Compensation (See Agreement section 3.)
C Task Order Form
82-3883515
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EXHIBIT A
Scope of Services
Consultant shall offer a complete range of Traffic Engineering Services to support the City’s needs including professional Registered Traffic Engineers, Registered Professional Engineers, field crews, and office technicians. The Consultant shall ensure the tasks outlined herein are performed by the consultant’s responsible representative or designated alternate. The requirements described in these sections are neither limited nor comprehensive in nature but are the minimum necessary to meet the City’s objectives. Detailed work procedures are not included in the Scope of Work. The Consultant shall exercise independent, professional judgment and innovation in the performance of any services or tasks listed herein to achieve the most effective and efficient design and product.

Traffic Engineering Services include but are not necessarily limited to, those items noted below.

1. Traffic Engineering Services:
a. Perform speed surveys by radar with a licensed radar gun and technician. b. Perform Traffic and Engineering Studies appropriate to set speed limits. c. Perform 24-hour traffic counts, intersection turning movement counts and truck distribution counts.
d. Evaluate intersection Level of Service.
e. Evaluate corner/hill/curve sight distance.
f. Evaluate requests for various traffic controls in accordance with the California MUTCD and Vehicle Code.
g. Evaluate residential street traffic calming requests in accordance with City Policy. h. Perform a citywide high accident location analysis and recommend mitigation measures, as applicable.
i. Prepare reports on study findings and present same to the City’s Traffic Commission, as requested.
j. Assist with budget evaluation of proposed Capital Improvements. k. Design new traffic signal installation projects and modifications to existing traffic signal equipment utilizing applicable State Standards and Specifications and City standards.

2. Traffic Signal Operations Services:
a. Monitor vehicle loop and video detection functionality and Pan-Tilt-Zoom camera operational condition, recommend maintenance to correct issues, and provide recommendations for bicycle detection, as needed.
b. Perform field reviews of re-occurring traffic signal issues and recommend solutions. c. Prepare traffic signal timing patterns for both stand-alone and interconnected traffic signals including in-fie
ld timing runs, preparation of time-space diagrams and Synchro analysis.
d. Maintain inter-jurisdictional coordination with Caltrans and other adjacent agencies. e. Annually, and as needed as a result of changing traffic patterns, update timing charts, programs, and coordination of traffic signals for maximum efficiency for the benefit of City of Tracy – Master Professional Services Agreement with Advanced Mobility Group

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the traveling public.
f. Respond to citizen requests, as forwarded by the City, to address a perceived traffic signal timing inefficiency.
g. Mo
nitor the need to upgrade traffic signal equipment including but not limited to controllers, detectors, fail-safe monitors, power supply, and communications systems. h. Perform field inspection and reports of installed or under construction traffic signal equipment to assure compliance with specifications and good practices. i. Advise the City on “Smart City” technologies.

3. Transporation Engineering Services, Capital Improvement Projects:
a. Develop project plans, specifications, and cost estimates for Traffic and Transportation Projects in compliance with City of Tracy Design Standards, Caltrans Standards and Specifications, Highway Design Manual, and the California Manual on Uniform Traffic Control Devices.
b. Re
present the City Engineer’s Office, and perform design services for City Transportation projects involving Caltrans Coordination along the Calt rans Right-of-way on Interstates I-580 and I-205.
c. Be familiar with the Caltrans requirements and guidelines in all stages of any City project development and implementation along the Caltrans Right-of-way , and follow through the requirements as directed by Caltrans District 10, during the different stages of
project implementation.
d. Coordinate with Caltrans, County, other Consultants and any other stakeholders and provide engineering services throughout the project life-cycle, from project initiation, programming, detailed design, bid solicitation support, engineering support during construction and provide as-builts.
e. Assist the City with identifying and monitoring the implementation of City Policy for reductions in Vehicle Miles Travelled (VMT) requirements under SB743. f. Evaluate other agencies’ public and private development proposals for impacts on the City’s transportation network.

4. Transporation Engineering Services, Land Development:
a. Review of preliminary site plans and development applications, prepare technical reports that contain the results of a traffic analysis and recommendations to be incorporated in the development project conditions of approval. b. Evaluate roadway and traffic circulation for Project(s) and verification of conformance to City standards in the location of Project(s) access point(s), spacing of driveway, allowed turning-movement at each access point, and level of service of operation of existing intersections(s) and traffic signal(s).
c. Perform Warrant Analyses to determine the need for and feasibility of installing a traffic signal(s) and/or stop sign(s), and other applicable improvements. d. De
termine cost share responsibility of benefitting property(s) towards CITY program improvements.

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e. Determine roadway infrastructure assessments for adequacy in capacity and level of service.
f. Specify specific traffic impacts and recommend mitigation measures. Also, determine timing and/or trigger points for the implementation of the recommended mitigation measures based on citywide level of service goals.
g. Determination of the number of lanes, geometric configuration, and turning movements of a particular intersection and roadway and right-of-w ay widths for consistency with the
Citywide Roadway & Transportation Master Plan, relevant Specific Plans, and the City's Traffic Model.
h. Determine traffic infrastructure improvements needed to serve the Projects, including infrastructure master planning for the study, a summary of findings required by the Mitigation Fee Act (AB 1600), compliance with the Impact Fee Ordinance per Title 13 of the Tracy Municipal Code, Specific Plan reimbursement calculation, preparation of supplements to City's Specific Plan for the particular area being analyzed and relevant portions of the Citywide Roadway & Transportation Master Plan, and providing input to the City's program management consultant(s) relevant to their preparation of ad
dendums to existing Finance and Implementation Plans ("FIP") for various Projects. i. Review and provide comments on the signing, striping and traffic signal plans for public improvements. Several reviews may be required depending on the magnitude of the im
provements, complexity of issues, and/or quality of re-submittals of improvement plans.
j. Review for compliance with standards on sight distance, Highway geometrics, approved specific plan area technical analyses, site-specific technical analyses, State and City standards acceptable engineering practices, and the Project's development conditions of approval.
k. Provide a Technical Memorandum to the CITY summarizing the Project’s roadway and traffic circulation analysis (including any other analysis or traffic study performed), as well as any recommended system modifications.
l. At
tend meetings with the City, and other stakeholders as needed.

Additional requirements are as follows:

All work shall be performed under the direction of a Registered Professional Engineer and or Registered Traffic Engineer in the State of California. The Registered Professional Engineer/Traffic Engineer shall maintain professional licenses required by the laws of the State of California at all times while under contract with the City of Tracy.

Personnel:

Joy Bhattacharya, PE, PTOE , Project Manager
Christopher Thnay, TE, ACIP , Principal Engineer
Vasavi Pannala, PE , Senior Engineer
Chris Higbee, PE , Senior Engineer
Shabnam Yari, PE , Transportation Project Engineer
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Stephen Au, PE , Senior Engineer
Kasra Behbahani , Senior Systems Engineer
Rafat Raie, PE, Principal Engineer, Caltrans and Stakeholder Coordination Ryan Sabiniano , Design Technician
Matthew Boog , Traffic Signal Specialist
Andrea Flores, EIT, Assistant Engineer
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EXHIBIT B
Compensation

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EXHIBIT C - Task Order Form
(See Attached)
[Use this Form or Create New Based on Same Substance---

TASK ORDER FORM
Project: ________________________________________________________ Consultant:
_____________________________________
Project Task
Order Number:
[X of X]
Description of
Task and
Services:
_______________________________________
_______________________________________
_______________________________________
Maximum
Compensation
for Task:
$___________________.00
Task Completion
Time:

The Consultant must complete the services and deliverable for this task in On or before: [DATE]
Year-to-Date
Total Authorized
Task Order
Compensation:
$_________________.00
Remaining Total
Not to Exceed
Amount upon
completion of
this Task:
$_________________.00

APPROVED BY CITY REPRESENTATIVE
_________________________________
[Insert Name and Position]
__________________________________
Date

APPROVED AS TO FORM AND LEGALITY
________________________
CITY ATTORNEY’S OFFICE

TRACY CITY COUNCIL
RESOLUTION 2024-_____
APPROVING (1) THE EXECUTION OF A MASTER PROFESSIONAL

SERVICES AGREEMENT, WITH AN INITIAL TERM OF THREE YEARS AND A NOT-TO-EXCEED FISCAL YEAR AMOUNT OF $250,000, WITH DKS
ASSOCIATES; AND (2) AN ADMIN ISTRATIVE EXTENSION , UP TO TWO YEARS, BASED ON SATISFACTORY PERFORMANCE, IF NEEDED.

WHEREAS, the City has a variety of Capital Improvement Projects (CIP), Land Development projects, and Transportation and Traffic projects requiring specialized professional Traffic Engineering Services; and
WHEREAS, the City requires the support of professional, technical, and related services from outside consultants to perform these tasks; and
WHEREAS, per Tracy Municipal Code, Section 2.20.140, a Request for Proposals for On-Call Traffic Engineering Services (Services) was posted on the City’s website on August 26, 2024; and
WHEREAS, the Services include, but are not limited to, Traffic Engineering Services including speed surveys, traffic and engineering studies appropriate to set speed limits, performing 24-hour traffic counts, intersection turning movement counts and truck distribution counts, evaluation of intersection Level of Service, evaluation of corner/hill/curve sight distance, evaluation of residential street traffic calming, performing of a citywide high accident location analysis and recommend mitigation measures, preparation of reports on study findings and present same to the City’s Traffic Commission as requested, design of new traffic signal installation and modifications to existing traffic signal equipment, Traffic Signal Operations including monitoring of vehicle loop and video detection functionality and Pan-Tilt-Zoom camera operational condition, preparation of traffic signal timing patterns for both stand-alone and interconnected traffic signals, Transportation Engineering including developing and reviewing project plans, specifications, and cost estimates for Traffic and Transportation Projects, performing design services for City Transportation projects involving California Department of Transportation (Caltrans) Coordination along the Caltrans right-of-way on Interstate I 580 (I-580) and Interstate 205 (I-205), identifying and monitoring the implementation of City Policy for reductions in Vehicle Miles Travelled (VMT) requirements under SB743, performing Warrant Analyses to determine the need for and feasibility of installing a traffic signal(s) and/or stop sign(s), and other applicable improvements; and
WHEREAS, on September 13, 2024, the City received seven (7) proposals to provide the required Services, and after extensive review by the City’s internal Selection Committee, the City selected all seven (7) qualified consultants to provide these Services; and Resolution 2024-_____

Page 2 ends

WHEREAS, the On-Call List of selected consultants creates efficiency and does not bind the City or its budgets to a particular scope of work until it is required as City needs arise; and WHEREAS, concurrently with this agenda item, by separate Resolution, staff is recommending that the City Council approve the On-Call List of qualified consultants to provide Traffic Engineering Services; and
WHEREAS, to provide supplemental Traffic Engineering services for CIPs and Land Development projects that are currently pending, staff recommends that the City Council award a Master Professional Services Agreement (MPSA) with an initial term of three years and a not- to-exceed fiscal year amount of $250,000 with DKS Associates which is on the On-Call List; and WHEREAS, the City will issue Task Orders specifying the scope of work needed, and the consultant will invoice the City based on the scope of work for each Task Order; and WHEREAS, the cost of the work performed by DKS Associates will be cost recoverable in part, through the developer’s fee, Capital Improvement Project budgets, or Federal and State grant funds; and funding for MPSA will be through the department’s annually adopted budget and the contract includes the ability to terminate if there is insufficient budget availability; and WHEREAS, this agenda item supports the City of Tracy’s Quality of Life Strategic Priority, which is to provide an outstanding quality of life by enhancing the City’s amenities, business mix and services, and cultivating connections to promote positive change and progress in our community; and
WHEREAS, the MPSA is for services equivalent to “planning and feasibility services” and, therefore, is not considered a “project” as defined by Section 21065 of the Public Resources Code; any projects for which such services are performed will be reviewed as required under the California Environmental Quality Act (CEQA) before future discretionary actions are taken; now, therefore, be it
RESOLVED: That the City Council of the City of Tracy hereby approves a Master Professional Service Agreement substantially in the form set forth in Exhibit 2, for Traffic Engineering Services, with an initial term of three years and a not-to-exceed fiscal year amount of $250,000 with DKS Associates; and be it
FURTHER RESOLVED: That the City Council authorizes the City Manager to extend, administratively, the Master Professional Services Agreement for up to two additional years, based on performance, if needed; and be it
FURTHER RESOLVED: That the City Council finds that the MPSA is for services equivalent to “planning and feasibility services” and, therefore, is not considered a “project” as defined by Section 21065 of the Public Resources Code and that any projects for which such services are performed will be reviewed as required under CEQA before future discretionary actions are taken.
* * * * * * * * * * * * * *
Resolution 2024-_____

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The foregoing Resolution 2024-_____ was adopted by the Tracy City Council on the 3rd day of December by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTENTION: COUNCIL MEMBERS:
___________________________________________
NANCY D. YOUNG
Mayor of the City of Tracy, California
ATTEST:

ADRIANNE RICHARDSON
City Clerk and Clerk of the Council of the
City of Tracy, California

EXHIBITS
Exhibit 2 - Master Professional Service Agreement with DKS Associates City of Tracy – Maste r Professional Services Agreement with DKS Associates

Page 1 of 15 ends

CITY OF TRACY

MASTER PROFES SIONAL SERVICES AGREEMENT WITH
DKS Associates for Tr affic Engineering Services included but are not limited to Traffic Engineering Services including speed surveys, traffic and engineering studies appropriate to set speed limits, performing 24-hour traffic counts, intersection turning movement counts and truck distribution counts, evaluation of intersection Level of Service, evaluation of corner/hill/curve sight distance, evaluation of residential street traffic calming, performing of a citywide high accident location analysis and recommend mitigation measures, preparation of reports on study findings and present same to the City’s Traffic Commission as requested, design of new traffic signal installation and modifications to existing traffic signal equipment, Traffic Signal Operations including monitoring of vehicle loop and video detection functionality and Pan-Tilt-Zoom camera operational condition, preparation of traffic signal timing patterns for both stand-alone and interconnected traffic signals, Transportation Engineering including developing and reviewing project plans, specifications, and cost estimates for Traffic and Transportation Projects, performing design services for City Transportation projects involving Caltrans Coordination along the Caltrans Right-of-way on Interstates I-580 and I-205, identifying and monitoring the implementation of City Policy for reductions in Vehicle Miles Travelled (VMT) requirements under SB743, performing Warrant Analyses to determine the need for and feasibility of installing a traffic signal(s) and/or stop sign(s), and other applicable improvements.

This Master Professio nal Services Agreement (“Agreement”) is entered into between the City of Tracy, a municipal corporation (“City”), and DKS Assoicates a California Corporation (“Consultant”).

City and Consultant are referred to individually as “Party” and collectively as “Parties.” Recitals
A. City desires to retain Consultant for futur e Traffic Engineering Services for Capital Improvement Projects (CIP), Land Development, and Traffic Engineering Projects as further described herein and in Exhibit A.

On August 26, 20 24, staff followed established procedures in accordance with Tracy Municipal Code, Section 2.20.140, and conducted an RFP to solicit experienced and qualified consultants to provide On- Call Traffic Engineering Services for Engineering projects. This on-call list of Consultants creates an efficient process for future project proposal requests and does not bind the City or its budgets to a particular scope of work until it is required as City needs arise. Having previously undertaken the public contracting procedures for each Consultant on the list, as the project needs arise, the City may more readily move into contracting with one of the Consultants on the list and then return to the City Council for approval of a project-specific professional services agreement.

On September 13, 20 24, the City received seven (7) proposals including DKS Associates. Pursuant to Tracy Municipal Code Sections 2.20.140(a)(2) and 2.20.130, the City has determined that Consultant demonstrated that it was the best qualified and most responsible proposer, and best fits the City’s needs for competence and professional qualifications necessary for the satisfactory performance of the Services.

A. After negotiations between the City and Consultant, the Parties have reached an agree
ment for the performance of services in accordance with the terms set forth in this Agreement.

B. This Agreement was approved on _____________pursuant to Tracy Municipal Code Sectio
n 2.20.140 (3), [and City Council Resolution No. _____________.

Exhibit 2
City of Tracy – Ma ster Professional Services Agreement with DKS Associates

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NOW THEREFORE, fo r good and valuable consideration the sufficiency of which the Parties hereby acknowledge, the Parties mutually agree as follows:

1. Scope of Services. Co nsultant shall perform professional services, tasks, and scope of work further described in Exh ibit A hereto (“Services”) for the City’s benefit on an as-needed basis pursuant to individual app roved Task Orders for services within the in accordance with the terms and conditions of this Agreement. The Services shall be performed by, or under the direct supervision of, Consultant’s Authorized Representative: Chris, Maciejewski, Executive VP,COO. Consultant shall not replace its Authorized Representative, nor shall Consultant replace any of the personnel listed in Exhibit A, nor shall Consultant use or replace any subcontractor or subconsultant, without City’s prior written consent. A f ailure to obtain the City’s prior written consent for any change or replacement in personnel or subcontractor/subconsultant may result in the termination of this Agreement.

1.1 Task Order Forms. T he Services within the Scope of Work will be comprised of Task Order Forms (in the form provided in Exhibit C hereto), approved, executed and delivered by the Director of DKS Associates (“Director”) from time-to-time during the Term of this Agreement, on an as- needed basis. The Consultant cannot start performing any Work until the Director has executed a Task Order for such work. The City has no obligation to issue any Task Orders under this Master Agreement.

The City may issue any number of Task Orders provided that the sum of the maximum compensation of all approved Task Orders cannot exceed the Total Not-to-Exceed amount stated in Section 3.1.

1.2 Non- Ex clusive Agreement. The City reserves the right to contract with other consultants providing the same Services or similar scope of services described above during the term of this Agreement. The City further reserves the right to assign work, at its sole discretion, to consultants other than Consultant based on City’s budget, experience, and skills of consultants based on the City’s specific needs.

2. Time of Performance. Ti me is of the essence in the performance of services under this Agreement and the timing requirements set forth shall be strictly adhered to unless otherwise modified in writing in accordance with this Agreement. Consultant shall begin performance and shall complete all required services no later than the dates set forth in each individual Task Order. Any services for which times for performance are not specified in each individual Task Order shall be started and completed by Consultant in a reasonably prompt and timely manner based upon the circumstances and direction communicated by the City to the Consultant. Consultant shall submit all requests for time extensions to the City in writing no later than ten days after the start of the condition which purportedly caused the delay, and not later than the date on which performance is due. City shall grant or deny such requests at its sole discretion.

2.1 Term . T he term of this Agreement shall commence on December 03, 2024, and expire and terminate automatically on June 30, 2028 or earlier by termination pursuant to Section 6 of this Agreement (“Term”). Subject to the Not-To-Exceed Amount defined in Section 3.1, the Term of this Agreement may be extended with express written amendment incorporating this Agreement signed by both Parties and one of the following City approvals: (a) City Council approval or (b) City Manager approval. An administrative extension of this Agreement by City Manager shall be limited to an additional term of two (2) years (s) and require written determination by the City Manager that Consultant has satisfactorily met all the requirements of this Agreement.

3. Compensation. Ci ty shall pay Consultant on a time and expense basis, at the billing rates set forth in Exhibit B at tached and incorporated by reference for services performed under this Agreement.

City of Tracy – Ma ster Professional Services Agreement with DKS Associates

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3.1 Annual T otal Not to Exceed Amount. Consultant’s total compensation for all Task Orders and Services under this Agreement shall not exceed $250,000.00 (Two hundred and fifty thousand Dollars) per City fiscal year (“Total Not-to-Exceed Amount”). Consultant’s billing rates shall cover all costs and expenses for Consultant’s performance of this Agreement. No work shall be performed by Consultant in excess of the Total Not-to-Exceed Amount. Consultant acknowledges City has no obligation to compensate or reimburse Consultant for any fees or costs incurred in excess of the Total Not-to-Exceed Amount. Unless specifically stated otherwise or agreed to in writing and approved by City Council, the fees proposed by Consultant, as set forth in Exhibit B hereto, shall remain unchanged for the entire term of this Agreement and an y extensions of this Agreement.

3.1.2 Fo r each Task Order issued under this Agreement, Consultant’s Services shall not exceed the maximum compensation stated in that Task Order.

3.2 Invoices. N o less than Ninety (90) days after performing Services, Consultant shall submit monthly written invoice(s) to the City that include copies of approved Task Orders, the Services performed, and identify times, dates, and names of persons performing the services.

3.2.1 If C onsultant is providing services in response to a development application, separate invoice(s) must be issued for each application and each invoice shall contain the City’s designated development application number.

3.2.2 Consultant’s failure to submit invoice( s) in accordance with these requirements may result in the City rejecting said invoice(s) and thereby delaying payment to Consultant.

3.3 Payment. W ithin 30 days after the City’s receipt of invoice(s), City shall make payment to the Consultant based upon the services described on the invoice(s) and approved by the City.

3.4 City Budget Limitations. Th is Agreement will terminate without penalty, liability or expense of any kind to City at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the fiscal year, this Agreement will automatically terminate, without penalty, liability or expense of any kind at the end of the term for which funds are appropriated. City has no obligation to make appropriations for this Agreement in lieu of appropriations for new or other agreements. City budget decisions are subject to the discretion of the City Council. Consultant’s assumption of risk of possible non-appropriation is part of the consideration for this Agreement. The payment of any compensation under this Agreement shall be subject to the City of Tracy appropriation of funds for the Services. This Agreement shall terminate in the event that such funds are not appropriated.

4. Indemnification. C onsultant shall, to the fullest extent permitted by law, indemnify, defend (with independent counsel approved by the City), and h old harmless the City from and against any claims arising out of Consultant’s performance or failure to comply with obligations under this Agreement, except to the extent caused by the sole, active negligence, or willful misconduct of the City.

In this section, “City” means the City, its officials, officers, agents, employees, and volunteers; “Consultant” means the Consultant, its employees, agents and subcontractors; “Claims” includes claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all related costs and expenses) and any allegations of these; and “Arising out of” includes “pertaining to” and “relating to”. The Consultant’s indemnification obligation applies to the maximum extent allowed City of Tracy – Ma ster Professional Services Agreement with DKS Associates

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by law and includes defending the City as set forth in Sections 2778 and 2782.8 of the California Civil Code. Upon the City’s written request, the Consultant, at its own expense, shall defend any suit or action that is subject to this indemnification obligation. The provisions of this section survive completion of the services or the termination of this Agreement and are not limited by the provisions of Section 5 relating to insurance.

5. Insurance. C onsultant shall, throughout the duration of this Agreement, maintain insurance to cover Consultant, its agents, representatives, and emp loyees in connection with the performance of services under this Agreement at the minimum levels set forth herein.

5.1 Commercial General Liability (w ith coverage at least as broad as ISO form CG 00 01 01 96) “per occurrence” coverage shall be maintained in an amount not less than $4,000,000 general aggregate and $2,000,000 per occurrence for general liability, bodily injury, personal injury, and property damage.

5.2 Automobile Liability ( with coverage at least as broad as ISO form CA 00 01 07 97, for “any auto”) “claims made” coverage shall be maintained in an amount not less than $1,000,000 per accident for bodily injury and property damage.

5.3 Workers’ Compensation cove rage shall be maintained as required by the State of California.

5.4 Professional Liability “cl aims made” coverage shall be maintained to cover damages that may be the result of errors, omissions, or negligent acts of Consultant in an amount not less than $1,000,000 per claim.

5.5 Endorsements. Co nsultant shall obtain endorsements to the automobile and commercial general liability insurance policies with the following provisions.

5.5.1 The City (including its elected officials, officers, employees, agents, and vol
unteers) shall be named as an additional “insured.”

5.5.2 For any claims related to this Agreement, Consultant’s coverage shall be primary in
surance with respect to the City. Any insurance maintained by the City shall be excess of the Consultant’s insurance and shall not contribute with it.

5.6 Notice of Cancellation. Co nsultant shall notify the City if the policy is canceled before the expiration date. For the purpose of this notice requirement, any material change in the policy prior to the expiration shall be considered a cancellation. Consultant shall immediately obtain a replacement policy.

5.7 Authorized Insurers. Al l insurance companies providing coverage to Consultant shall be insurance organizations authorized by the Insurance Commissioner of the State of California to transact the business of insurance in the State of California.

5.8 Insurance Certificate. Co nsultant shall provide evidence of compliance with the insurance requirements listed above by providing a certificate of insurance and endorsements, in a form satisfactory to the City, before the City signs this Agreement.

City of Tracy – Ma ster Professional Services Agreement with DKS Associates

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5.9 Substitute Certificates. Co nsultant shall provide a substitute certificate of insurance no later than 30 days prior to the policy expiration date of any insurance policy required by this Agreement.

5.10 Consultant’s Obligation. Ma intenance of insurance by the Consultant as specified in this Agreement shall in no way be interpreted as relieving the Consultant of any responsibility whatsoever (including indemnity obligations under this Agreement), and the Consultant may carry, at its own expense, such additional insurance as it deems necessary. Failure to provide or maintain any insurance policies or endorsements required herein may result in the City terminating this Agreement.

6. Termination.

6.1 Th e Parties may terminate this Agreement for any reason, including, but not limited to, convenience, by giving ten (10) days’ written notice to the other Party. The City shall pay Consultant for all services satisfactorily performed in accordance with this Agreement, up to the date notice is given.

6.2 T his Agreement shall automatically terminate immediately without notice to Consultant upon any of the following occurrences: (a) material breach of this Agreement by Consultant; (b) lack of City funds appropriated. In the event of termination by material breach of Consultant, if the City replaces any incomplete or defective Services from another consultant at a greater cost, the Consultant is responsible for such excess cost in addition to any other remedies available to the City.

6.3 U pon termination, Consultant shall return the City all original documents, including preliminary drafts and supporting documents, prepared by Consultant in connection with the Services performed under this Agreement.

7. Ownership of Work. A ll original documents prepared by Consultant for this Agreement, whether complete or in progress, are the property of t he City, and shall be given to the City at the completion of Consultant’s services, or upon demand from the City. No such documents shall be revealed or made available by Consultant to any third party without the City’s prior written consent.

8. Independent Contractor Status. C onsultant is an independent contractor and is solely responsible for the acts of its employees or agents, i ncluding any negligent acts or omissions.

Consultant, and its agents or employees, are not entitled to City benefits.

9. Conflicts of Interest. Co nsultant (including its employees, agents, and subconsultants) shall not maintain or acquire any direct or indirect interest that conflicts with the performance of this Agreement. If Consultant maintains or acquires such a conflicting interest, the City may terminate any contract (including this Agreement) involving Consultant’s conflicting interest. The Consultant represents that it is familiar with the local and state conflict of interest laws, and agrees to comply with those laws in performing this Agreement. The Consultant represents and warrants that the representations made by the Consultant concerning unfair competitive advantage and conflicts of interest in connection with its submissions in response to the City’s procurement for this Agreement were true and accurate both when made and as of the date of this Agreement. Consultant represents and warrants that it has not and shall not offer or deliver any City officer, public official, or employee any gifts or donations in violation Federal, State and/or local law.

City of Tracy – Ma ster Professional Services Agreement with DKS Associates

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10. Rebates, Kickbacks, or Other Unlawful Consideration. Consultant warrants that this Agreement was not obtained or secured through rebates, kickbacks, or other unlawful consideration either promised or paid to any City official or employee. For breach of this warranty, City shall have the right, in its sole discretion, to terminate this Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback, or other unlawful consideration.

11. Notices . All notices, demands, or other communications which this Agreement contemplates or authorizes shall be in writing and shall be personally delivered or mailed to the other party to the addresses listed below. Communications shall be deemed to have been given and received on the first to occur of: (1) actual receipt at the address designated below, or (2) three working days after the deposit in the United States Mail of registered or certified mail, sent to the address designated below.

To City: To Consultant: DKS Associates
Koosun Kim, P E
City Engineer
333 Civic Center Plaza
Tracy, CA 95376
Chris, Maciejewski
Executive VP, COO
428 J Street, Suite 340
Sacramento, C A 95814
With a copy to:

City Attorney
33 3 Civic Center Plaza
Tracy, CA 95376

12. Miscellaneous.

12.2 Ame ndments. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by both Parties.

12.3 Waivers. Wa iver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement.

12.4 Assignment and Delegation. Co nsultant may not assign, transfer or delegate this Agreement or any portion of it without the City’s written consent. Any attempt to do so will be void.

City’s consent to one assignment shall not be deemed to be a consent to any subsequent assignment.

12.5 Jurisdiction and Venue. Th e interpretation, validity, and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. Any suit, City of Tracy – Ma ster Professional Services Agreement with DKS Associates

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claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of San Joaquin.

12.6 Compliance with the Law. C onsultant shall comply with all applicable local, state, and federal laws, whether or not those laws are expressly stated in this Agreement.

12.6.1 Prevailing Wage Laws. Co nsultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates; employment of apprentices (§ 1777.5), certified payroll records (§1776), hours of labor (§1813 and §1815), debarment of contractors and subcontractors (§1777.1) and the performance of other requirements on “public works” and “maintenance” projects. If the services being performed under this Agreement are part of a “public works” or “maintenance” project, as defined in the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. These prevailing rates are on file with the City and are available online at http://www.dir.ca.gov/DLSR. Consultant shall defend , indemnify and hold the City, its officials, officers, employees and agents, harmless from any and all claims, costs, penalties, or interests arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

12.6.2 Non- di scrimination. Consultant represents and warrants that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age.

12.7 Business Entity Status. Co nsultant is responsible for filing all required documents and/or forms with the California Secretary of State and meeting all requirements of the Franchise Tax Board, to the extent such requirements apply to Consultant. By entering into this Agreement, Consultant represents that it is not a suspended corporation. If Consultant is a suspended corporation at the time it enters into this Agreement, City may take steps to have this Agreement declared voidable.

12.8 Business License. B efore the City signs this Agreement, Consultant shall obtain a City of Tracy Business License. Consultant shall maintain an active City of Tracy Business License during the term of this Agreement.

12.9 Successors and Assigns. Th is Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.

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13. Signatures. Th e individuals executing this Agreement on behalf of Consultant represent and warrant that they have the right, power, legal capacit y and authority to enter into and to execute this Agreement on behalf of Consultant.
[SIGNATURES ON FOLLOWING PAGE]
City of Tracy – Ma ster Professional Services Agreement with DKS Associates

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IN WITNESS HEREOF, the City and Consultant agr ee to the full performance of the foregoing terms as of the last signature date.

City of Tracy
By: Nancy Young
Ti
tle: Mayor
Da
te: _______________________
Attest:
____________________________
Adrianne Richardson, Ci ty Clerk
Approved as to form:
_________________________________
Bijal M. Patel, Ci ty Attorney
Consultant
DKS Associates
By: Chris, Maciejewski
Ti
tle: Executive VP, COO
Da
te: _______________________
Federal Employer Tax ID No. ___________
By:

Title: Chief Financial Officer
Da
te: _______________________
Exhibits:

A Scope of Work, including personnel and time of performance (See Agreement sections 1 an
d 2.)
B C ompensa tion (See Agreement section 3.)
C Task Order Form
11/06/2024
11/06/2024
94-2583153
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EXHIBIT A
Scope of Ser vices
Consultant shall offer a complete range of Traffic Eng ineering Services to support the City’s needs including professional Registered Traffic Engineers, Registered Professional Engineers, field crews, and office technicians. The Consultant shall ensure the tasks outlined herein are performed by the consultant’s responsible representative or designated alternate. The requirements described in these sections are neither limited nor comprehensive in nature but are the minimum necessary to meet the City’s objectives. Det ailed work procedures are not included in the Scope of Work. The Consultant shall exer cise independent, professional judgment and innovation in the performance of any services or tasks li sted herein to achieve the most effective and efficient design and product.

Traffic Engineering Services include but are not necessarily limited to, those items no ted below.

1. Traffic Engineering Services:
a. Perform speed surveys by radar with a licensed radar gun and technician. b. P
erform Traffic and Engineering Studies appropriate to set speed limits. c. P
erform 24-hour traffic counts, intersection turning movement cou nts and truck distribution counts.
d. Evaluate intersection Level of Service.
e. E
valuate corner/hill/curve sight distance.
f. E
valuate requests for various traffic controls in accordance with the California MUTCD an
d Vehicle Code.
g. Evaluate residential street traffic calming requests in accordance with City Policy. h. P
erform a citywide high accident location analysis and recommend mitigation me
asures, as applicable.
i. Prepare reports on study findings and present same to the City’s Traffic Commission, as
requested.
j. Assist with budget evaluation of proposed Capital Improvements. k. D
esign new traffic signal installation projects and modifications to existing traffic signal eq
uipment utilizing applicable State Standards and Specifications and City standards.

2. Traffic Signal Operations Services:
a. Monitor vehicle loop and video detection functionality and Pan-Tilt-Zoom camera op
erational condition, recommend maintenance to correct issues, and provide recommendations for bicycle detection, as needed.
b. Perform fi eld reviews of re-occurring traffic signal issues and recommend solutions. c. Prepare traffic signal timing patterns for both stand-alone and interconnected traffic sig
nals including in-field timing runs, preparation of time-space diagrams and Synchro analysis.
d. Maintain inter-jurisdictional coordination with Caltrans and other adjacent agencies. e. A
nnually, and as needed as a result of changing traffic patterns, update timing charts, pr
ograms, and coordination of traffic signals for maximum efficiency for the benefit of City of Tracy – Ma ster Professional Services Agreement with DKS Associates

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the traveling public.
f. Respond to citizen requests, as forwarded by the City, to address a perceived traffic sig
nal timing inefficiency.
g. Monitor the need to upgrade traffic signal equipment including but not limited to con
trollers, detectors, fail-safe monitors, power supply, and communications systems. h. Perform field inspection and reports of installed or under construction traffic signal eq
uipment to assure compliance with specifications and good practices. i. Advise the City on “Smart City” technologies.

3. Transporation Engineering Services, Capital Improvement Projects:
a. Develop project plans, specifications, and cost estimates for Traffic and Transportation Pr
ojects in compliance with City of Tracy Design Standards, Caltrans Standards and Specifications, Highway Design Manual, and the California Manual on Uniform Traffic Control Devices.
b. Represent the City Engineer’s Office, and perform design services for City Tr
ansportation projects involving Caltrans Coordination along the Caltrans Right-of-way on Interstates I-580 and I-205.
c. Be familiar with the Caltrans requirements and guidelines in all stages of any City pr
oject development and implementation along the Caltrans Right-of-way, and follow through the requirements as directed by Caltrans District 10, during the different stages of project implementation.
d. Coordinate with Caltrans, County, other Consultants and any other stakeholders and pr
ovide engineering services throughout the project life-cycle, from project initiation, programming, detailed design, bid solicitation support, engineering support during construction and provide as-builts.
e. Assist the City with identifying and monitoring the implementation of City Policy for re
ductions in Vehicle Miles Travelled (VMT) requirements under SB743. f. Evaluate other agencies’ public and private development proposals for impacts on the Ci
ty’s transportation network.

4. Transporation Engineering Services, Land Development:
a. Review of preliminary site plans and development applications, prepare technical re
ports that contain the results of a traffic analysis and recommendations to be incorporated in the development project conditions of approval. b. Evaluate roadway and traffic circulation for Project(s) and verification of conformance to Ci
ty standards in the location of Project(s) access point(s), spacing of driveway, allowed turning-movement at each access point, and level of service of operation of existing intersections(s) and traffic signal(s).
c. Perform Warrant Analyses to determine the need for and feasibility of installing a traffic sig
nal(s) and/or stop sign(s), and other applicable improvements. d. Determine cost share responsibility of benefitting property(s) towards CITY program im
provements.

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e. Determine roadway infrastructure assessments for adequacy in capacity and level of ser
vice.
f. Specify specific traffic impacts and recommend mitigation measures. Also, determine ti
ming and/or trigger points for the implementation of the recommended mitigation measures based on citywide level of service goals.
g. Determination of the number of lanes, geometric configuration, and turning movements of
a particular intersection and roadway and right-of-way widths for consistency with the Citywide Roadway & Transportation Master Plan, relevant Specific Plans, and the City's Traffic Model.
h. Determine traffic infrastructure improvements needed to serve the Projects, including in
frastructure master planning for the study, a summary of findings required by the Mitigation Fee Act (AB 1600), compliance with the Impact Fee Ordinance per Title 13 of the Tracy Municipal Code, Specific Plan reimbursement calculation, preparation of supplements to City's Specific Plan for the particular area being analyzed and relevant portions of the Citywide Roadway & Transportation Master Plan, and providing input to the City's program management consultant(s) relevant to their preparation of addendums to existing Finance and Implementation Plans ("FIP") for various Projects. i. Review and provide comments on the signing, striping and traffic signal plans for public im
provements. Several reviews may be required depending on the magnitude of the improvements, complexity of issues, and/or quality of re-submittals of improvement plans.
j. Review for compliance with standards on sight distance, Highway geometrics, ap
proved specific plan area technical analyses, site-specific technical analyses, State and City standards acceptable engineering practices, and the Project's development conditions of approval.
k. Provide a Technical Memorandum to the CITY summarizing the Project’s roadway and tr
affic circulation analysis (including any other analysis or traffic study performed), as well as any recommended system modifications.
l. Attend meetings with the City, and other stakeholders as needed.

Additional requirements are as follows:

All work shall be performed under the direction of a R egistered Professional Engineer and or Registered Traffic Engineer in the State of California . The Registered Professional Engineer/Traffic Engineer shall maintain professional licenses required by the laws of the State of California at all times while under contract with the City of Tracy.

Personnel:

JIM DAMKOWITCH PRO JECT MANAGER
H. ROSS AINSWORTH, PE, TE, SE NIOR TECHNICAL ADVISOR

TERRY KLIM, TE, P RINCIPAL-IN-CHARGE / QC MANAGER

ALEX ZHU, PHD, PE, PTOE, IT S/SMART CITY LEAD
SEAN CARNEY, EIT, RSP1, PE ER REVIEW LEAD
City of Tracy – Ma ster Professional Services Agreement with DKS Associates

Page 13 of 15 ends

UDIT MOLAKATALLA, PE, PTOE , TR AFFIC IMPACTS & MITIGATIONS, OPERATIONS &

ENGINEERING LEAD

KENDALL FLINT, CO MMUNITY ENGAGEMENT LEAD & EQUITY PLANNING LEAD

DAVID TOKARSKI, TR AVEL FORECASTING, TRAFFIC COUNTS, AND MODELING LEAD

GURBIR ANTAAL, PENG, EV CHARGING INFRASTRUCTURE LEAD

DAVID MAHAMA, PE, CI VIL DESIGN & SITE RECON/PLAN ANALYSIS LEAD

ALICE CHEN, AICP, P RINCIPAL

BINCY KOSHY, TR ANSPORTATION PLANNING ENGINEER
City of Tracy – Ma ster Professional Services Agreement with DKS Associates

Page 14 of 15 ends

EXHIBIT B
Compensation

City of Tracy – Ma ster Professional Services Agreement with DKS Associates

Page 15 of 15 ends

EXHIBIT C - Tas k Order Form
(See Attached)
[Use this Form or Create New Based on Same Substance---

TASK ORDER FOR M
Project: ______________________________________________________ __ Consultant:
_____________________________________
Project Task
Order Number:
[X of X]
Description of
Task and
Ser
vices:
_______________________________________
_______________________________________
_______________________________________
Maximum
Compensation
for
Task:
$___________________.00
Task Completion
Time:

The Consultant must complete the services and delivera ble for this task in On or before: [DATE]
Year-to-Date
Total Authorized
Tas
k Order
Compensation:
$_________________.00
Remaining Total
Not
to Exceed
Amount upon
completion of
this Task:
$_________________.00

APPROVED BY CIT Y REPRESENTATIVE
_________________________________
[Insert Name and Position]
__________________________________
Date

TRANSACTION DETAILS DOCUMENT DETAILS
Re
ference Number
EAB23004-A38B-4653-A28E-0D406E7BF334
Transaction Type
Signature Request
Sent At
11/06/2024 12:27 EST
Executed At
11/06/2024 12:31 EST
Identity Method
email
Distribution Method
email
Signed Checksum
118ad32c15ba71cfbc4021d6e7dbfa9fa31a17e8ccb2993c0417ff6aa073c087 Signer Sequencing
Disabled
Document Passcode
Disabled
Document Name
DRAFT - Attachment F -Master Professional Services Agreement -DKS Filename
DRAFT_-_Attachment_F_-Master_Professional_Services_Agreement_-DKS.pdf Pages
15 pages
Content Type
application/pdf
File Size
323 KB
Original Checksum
516bbb6fbafd1b76764076783dcd6b587476cb86b0ad9518abdd1bcf037078ec

SIGNERS

SIGNER E-SIGNATURE EVENTS
Name
Chris Maciejewski
Email
[email protected]
Components
2 Status
signed
Multi-factor Digital Fingerprint Checksum
82476ed2694cb6d6188e0c310041d82e3096b344295844372282e4c5bda8f948 IP Address

73.164.173.50
Device
Chrome via Mac
Typed Signature
Signature Reference ID
D8
53B7AA
Viewed At
11/06/2024 12:31 EST
Identity Authenticated At
11/06/2024 12:31 EST
Signed At
11/06/2024 12:31 EST
Name
Mike Thomas
Email
[email protected]
Components
2 Status
signed
Multi-factor Digital Fingerprint Checksum
d721d8edb40f7c05aac3b80b866432359418f505de4bee70f917b2c675690fef IP Address

71.237.214.67
Device
Chrome via Windows
Typed Signature
Signature Reference ID
6F1
2A68E
Viewed At
11/06/2024 12:27 EST
Identity Authenticated At
11/06/2024 12:28 EST
Signed At
11/06/2024 12:28 EST
AUDITS

TIMESTAMP AUDIT
11/06/2024 12:27 EST Elizabeth Aguilar ([email protected]) created document 'DRAFT_-_Attachment_F_- Master_Professional_Services_Agreement_-DKS.pdf' on Chrome via Windows from 216.75.245.6. 11/06/2024 12:27 EST Chris Maciejewski ([email protected]) was emailed a link to sign. 11/06/2024 12:27 EST Mike Thomas ([email protected]) was emailed a link to sign. 11/06/2024 12:27 EST Mike Thomas ([email protected]) viewed the document on Chrome via Windows from

71.237.214.67.
11/06/2024 12:28 EST Mike Thomas ([email protected]) authenticated via email on Chrome via Windows from

71.237.214.67.

SIGNATURE CERTIFICATE

REFERENCE NUMBER
EAB2
3004-A38B-4653-A28E-0D406E7BF334
11/06/2024 12:28 EST Mike Thomas (mike.thomas@dksassoci ates.com) signed the document on Chrome via Windows from

71.237.214.67.
11/06/2024 12:31 EST Chris Maciejewski ([email protected]) viewed the document on Chrome via Mac from 73.164.173.50. 11/06/2024 12:31 EST Chris Maciejewski ([email protected]) authenticated via email on Chrome via Mac from 73.164.173.50. 11/06/2024 12:31 EST Chris Maciejewski ([email protected]) signed the document on Chrome via Mac from 73.164.173.50.

TIMESTAMP AUDIT

APPROVED AS TO FORM AND LEGALITY
________________________
CITY ATTORNEY’S OFFICE

TRACY CITY COUNCIL
RESOLUTION 2024-_____
APPROVING (1) THE EXECUTION OF A MASTER PROFESSIONAL

SERVICES AGREEMENT, WITH AN INITIAL TERM OF THREE YEARS AND A NOT-TO-EXCEED FISCAL YEAR AMOUNT OF $250,000, WITH FEHR & PEERS; AND (2) AN ADMIN ISTRATIVE EXTENSION, UP TO TWO YEARS , BASED ON SATISFACTORY PERFORMANCE, IF NEEDED.

Page 2 ends

WHEREAS, the On-Call List of selected consultants creates efficiency and does not bind the City or its budgets to a particular scope of work until it is required as City needs arise; and WHEREAS, concurrently with this agenda item, by separate Resolution, staff is recommending that the City Council approve the On-Call List of qualified consultants to provide Traffic Engineering Services; and
WHEREAS, to provide supplemental Traffic Engineering services for CIPs and Land Development projects that are currently pending, staff recommends that the City Council award a Master Professional Services Agreement (MPSA) with an initial term of three years and a not- to-exceed fiscal year amount of $250,000 with FEHR & PEERS which is on the On-Call List; and
WHEREAS, the City will issue Task Orders specifying the scope of work needed, and the consultant will invoice the City based on the scope of work for each Task Order; and WHEREAS, the cost of the work performed by FEHR & PEERS will be cost recoverable in part, through the developer’s fee, Capital Improvement Project budgets, or Federal and State grant funds; and funding for MPSA will be through the department’s annually adopted budget and the contract includes the ability to terminate if there is insufficient budget availability; and WHEREAS, this agenda item supports the City of Tracy’s Quality of Life Strategic Priority, which is to provide an outstanding quality of life by enhancing the City’s amenities, business mix and services, and cultivating connections to promote positive change and progress in our community; and
WHEREAS, the MPSA is for services equivalent to “planning and feasibility services” and, therefore, is not considered a “project” as defined by Section 21065 of the Public Resources Code; any projects for which such services are performed will be reviewed as required under the California Environmental Quality Act (CEQA) before future discretionary actions are taken; now, therefore, be it
RESOLVED: That the City Council of the City of Tracy hereby approves a Master Professional Service Agreement substantially in the form set forth in Exhibit 3, for Traffic Engineering Services, with an initial term of three years and a not-to-exceed fiscal year amount of $250,000 with FEHR & PEERS; and be it
FURTHER RESOLVED: That the City Council authorizes the City Manager to extend, administratively, the Master Professional Services Agreement for up to two additional years, based on performance, if needed; and be it
FURTHER RESOLVED: That the City Council finds that the MPSA is for services equivalent to “planning and feasibility services” and, therefore, is not considered a “project” as defined by Section 21065 of the Public Resources Code and that any projects for which such services are performed will be reviewed as required under CEQA before future discretionary actions are taken.
* * * * * * * * * * * * * *
Resolution 2024-

Page 3 ends

was adopted by the Tracy City Council on the 3rd The foregoing Resolution 2024- day of December 2024 by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTENTION: COUNCIL MEMBERS:

NANCY D. YOUNG
Mayor of the City of Tracy, California
ATTEST:

ADRIANNE RICHARDSON
City Clerk and Clerk of the Council of the
City of Tracy, California

EXHIBITS
Exhibit 3 - Master Professional Service Agreement with FEHR & PEERS City of Tracy – Master Professional Services Agreement with FEHR & PEERS

Page 1 of 14 ends

CITY OF TR
ACY

MASTER PROFESSIONAL SERVICES AGREEMENT WITH
FEHR & PEERS for Traffic Engineering Services included but are not limited to Traffic Engineering Services including speed surveys, traffic and engineering studies appropriate to set speed limits, performing 24-hour traffic counts, intersection turning movement counts and truck distribution counts, evaluation of intersection Level of Service, evaluation of corner/hill/curve sight distance, evaluation of residential street traffic calming, performing of a citywide high accident location analysis and recommend mitigation measures, preparation of reports on study findings and present same to the City’s Traffic Commission as requested, design of new traffic signal installation and modifications to existing traffic signal equipment, Traffic Signal Operations including monitoring of vehicle loop and video detection functionality and Pan-Tilt-Zoom camera operational condition, preparation of traffic signal timing patterns for both stand-alone and interconnected traffic signals, Transportation Engineering including developing and reviewing project plans, specifications, and cost estimates for Traffic and Transportation Projects, performing design services for City Transportation projects involving Caltrans Coordination along the Caltrans Right-of-way on Interstates I-580 and I-205, identifying and monitoring the implementation of City Policy for reductions in Vehicle Miles Travelled (VMT) requirements under SB743, performing Warrant Analyses to determine the need for and feasibility of installing a traffic signal(s) and/or stop sign(s), and other applicable improvements .

This Master Pr
ofessional Services Agreement (“Agreement”) is entered into between the City of Tracy, a municipal corporation (“City”), and FEHR & PEERS a California Corporation (“Consultant”).

City and Consultant are referred to individually as “Party” and collectively as “Parties.” Recitals
A. City desires to retain Consultant for future Traffic Engineering Services for Capital Improvement Projects (CIP), Land Development, and Traffic Engineering Projects as further described herein and in Exhibit A.

On August 26, 2024,
staff followed established procedures in accordance with Tracy Municipal Code, Section 2.20.140, and conducted an RFP to solicit experienced and qualified consultants to provide On- Call Traffic Engineering Services for Engineering projects. This on-call list of Consultants creates an efficient process for future project proposal requests and does not bind the City or its budgets to a particular scope of work until it is required as City needs arise. Having previously undertaken the public contracting procedures for each Consultant on the list, as the project needs arise, the City may more readily move into contracting with one of the Consultants on the list and then return to the City Council for approval of a project-specific professional services agreement.

On September 13,
2024, the City received seven (7) proposals including FEHR & PEERS. Pursuant to Tracy Municipal Code Sections 2.20.140(a)(2) and 2.20.130, the City has determined that Consultant demonstrated that it was the best qualified and most responsible proposer, and best fits the City’s needs for competence and professional qualifications necessary for the satisfactory performance of the Services.

A. After negotiat
ions between the City and Consultant, the Parties have reached an agreement for the performance of services in accordance with the terms set forth in this Agreement.

B. This Agreement
was approved on _____________pursuant to Tracy Municipal Code Section 2.20.140 (3), [and City Council Resolution No. _____________.

Exhibit 3
City of Tracy – Master Professional Services Agreement with FEHR & PEERS

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NOW THEREFORE, for good and valuable consideration the sufficiency of which the Parties hereby acknowledge, the Parties mutually agree as follows:

1. Scope of S ervices. Consultant shall perform professional services, tasks, and scope of work further described in Exhibit A hereto (“Services”) for the City’s benefit on an as-needed basis pursuant to individual approved Task Orders for services within the in accordance with the terms and conditions of this Agreement. The Services shall be performed by, or under the direct supervision of, Consultant’s Authorized Representative: David Robinson, PE, Principal-in-charge. Consultant shall not replace its Authorized Representative, nor shall Consultant replace any of the personnel listed in Exhibit A, nor shall Consultant use or replace any subcontractor or subconsultant, without City’s prior written consent. A failure to obtain the City’s prior written consent for any change or replacement in personnel or subcontractor/subconsultant may result in the termination of this Agreement.

1.1 Task Order Forms . The Services within the Scope of Work will be comprised of Task Order Forms (in the form provided in Exhibit C hereto), approved, executed and delivered by the Director of FEHR & PEERS (“Director”) from time-to-time during the Term of this Agreement, on an as- needed basis. The Consultant cannot start performing any Work until the Director has executed a Task Order for such work. The City has no obligation to issue any Task Orders under this Master Agreement.

The City may issue any number of Task Orders provided that the sum of the maximum compensation of all approved Task Orders cannot exceed the Total Not-to-Exceed amount stated in Section 3.1.

1.2 No
n-Exclusive Agreement. The City reserves the right to contract with other consultants providing the same Services or similar scope of services described above during the term of this Agreement. The City further reserves the right to assign work, at its sole discretion, to consultants other than Consultant based on City’s budget, experience, and skills of consultants based on the City’s specific needs.

2. Time of Performance. T ime is of the essence in the performance of services under this Agreement and the timing requirements set forth shall be strictly adhered to unless otherwise modified in writing in accordance with this Agreement. Consultant shall begin performance and shall complete all required services no later than the dates set forth in each individual Task Order. Any services for which times for performance are not specified in each individual Task Order shall be started and completed by Consultant in a reasonably prompt and timely manner based upon the circumstances and direction communicated by the City to the Consultant. Consultant shall submit all requests for time extensions to the City in writing no later than ten days after the start of the condition which purportedly caused the delay, and not later than the date on which performance is due. City shall grant or deny such requests at its sole discretion.

2.1 T
erm. The term of this Agreement shall commence on December 03, 2024, and expire and terminate automatically on June 30, 2028 or earlier by termination pursuant to Section 6 of this Agreement (“Term”). Subject to the Not-To-Exceed Amount defined in Section 3.1, the Term of this Agreement may be extended with express written amendment incorporating this Agreement signed by both Parties and one of the following City approvals: (a) City Council approval or (b) City Manager approval. An administrative extension of this Agreement by City Manager shall be limited to an additional term of two (2) years (s) and require written determination by the City Manager that Consultant has satisfactorily met all the requirements of this Agreement.

3. Compensation.

City shall pay Consultant on a time and expense basis, at the billing rates set forth in Exhibit B attached and incorporated by reference for services performed under this Agreement.

City of Tracy – Master Professional Services Agreement with FEHR & PEERS

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3.1 Annual Total Not to Exceed Amount. Consultant’s total compensation for all Task Orders and Services under this Agreement shall not exceed $250,000.00 (Tow hundred and fifty thousand Dollars) per City fiscal year (“Total Not-to-Exceed Amount”). Consultant’s billing rates shall cover all costs and expenses for Consultant’s performance of this Agreement. No work shall be performed by Consultant in excess of the Total Not-to-Exceed Amount. Consultant acknowledges City has no obligation to compensate or reimburse Consultant for any fees or costs incurred in excess of the Total Not-to-Exceed Amount. Unless specifically stated otherwise or agreed to in writing and approved by City Council, the fees proposed by Consultant, as set forth in Exhibit B hereto, shall remain unchanged for the entire term of this Agreement and any extensions of this Agreement.

3.1.2 For each Task Order issued under this Agreement, Consultant’s Services shall not exceed the maximum compensation stated in that Task Order.

3.2 Invoi
ces. No less than Ninety (90) days after performing Services, Consultant shall submit monthly written invoice(s) to the City that include copies of approved Task Orders, the Services performed, and identify times, dates, and names of persons performing the services.

3.2.1 If Cons
ultant is providing services in response to a development application, separate invoice(s) must be issued for each application and each invoice shall contain the City’s designated development application number.

3.2.2 Consul
tant’s failure to submit invoice(s) in accordance with these requirements may result in the City rejecting said invoice(s) and thereby delaying payment to Consultant.

3.3 Paym
ent. Within 30 days after the City’s receipt of invoice(s), City shall make payment to the Consultant based upon the services described on the invoice(s) and approved by the City.

3.4 Ci
ty Budget Limitations. This Agreement will terminate without penalty, liability or expense of any kind to City at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the fiscal year, this Agreement will automatically terminate, without penalty, liability or expense of any kind at the end of the term for which funds are appropriated. City has no obligation to make appropriations for this Agreement in lieu of appropriations for new or other agreements. City budget decisions are subject to the discretion of the City Council. Consultant’s assumption of risk of possible non-appropriation is part of the consideration for this Agreement. The payment of any compensation under this Agreement shall be subject to the City of Tracy appropriation of funds for the Services. This Agreement shall terminate in the event that such funds are not appropriated.

In this section, “City” means the City, its officials, officers, agents, employees, and volunteers; “Consultant” means the Consultant, its employees, agents and subcontractors; “Claims” includes claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all related costs and expenses) and any allegations of these; and “Arising out of” includes “pertaining to” and “relating to”. The Consultant’s indemnification obligation applies to the maximum extent allowed City of Tracy – Master Professional Services Agreement with FEHR & PEERS

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5.1 Com
mercial General Liability (with coverage at least as broad as ISO form CG 00 01 01 96) “per occurrence” coverage shall be maintained in an amount not less than $4,000,000 general aggregate and $2,000,000 per occurrence for general liability, bodily injury, personal injury, and property damage.

5.2 A
utomobile Liability (with coverage at least as broad as ISO form CA 00 01 07 97, for “any auto”) “claims made” coverage shall be maintained in an amount not less than $1,000,000 per accident for bodily injury and property damage.

5.3 Wor
kers’ Compensation coverage shall be maintained as required by the State of California.

5.4 Pr
ofessional Liability “claims made” coverage shall be maintained to cover damages that may be the result of errors, omissions, or negligent acts of Consultant in an amount not less than $1,000,000 per claim.

5.5 Endor
sements. Consultant shall obtain endorsements to the automobile and commercial general liability insurance policies with the following provisions.

5.5.1 The
City (including its elected officials, officers, employees, agents, and volunteers) shall be named as an additional “insured.”

5.5.2 For
any claims related to this Agreement, Consultant’s coverage shall be primary insurance with respect to the City. Any insurance maintained by the City shall be excess of the Consultant’s insurance and shall not contribute with it.

5.6 Not
ice of Cancellation. Consultant shall notify the City if the policy is canceled before the expiration date. For the purpose of this notice requirement, any material change in the policy prior to the expiration shall be considered a cancellation. Consultant shall immediately obtain a replacement policy.

5.7 Aut
horized Insurers. All insurance companies providing coverage to Consultant shall be insurance organizations authorized by the Insurance Commissioner of the State of California to transact the business of insurance in the State of California.

5.8 Insur
ance Certificate. Consultant shall provide evidence of compliance with the insurance requirements listed above by providing a certificate of insurance and endorsements, in a form satisfactory to the City, before the City signs this Agreement.

City of Tracy – Master Professional Services Agreement with FEHR & PEERS

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5.10 Consul
tant’s Obligation. Maintenance of insurance by the Consultant as specified in this Agreement shall in no way be interpreted as relieving the Consultant of any responsibility whatsoever (including indemnity obligations under this Agreement), and the Consultant may carry, at its own expense, such additional insurance as it deems necessary. Failure to provide or maintain any insurance policies or endorsements required herein may result in the City terminating this Agreement.

6. Termination.

8. Independent Contractor Status. Consultant is an independent contractor and is solely responsible for the acts of its employees or agents, including any negligent acts or omissions.

Consultant, and its agents or employees, are not entitled to City benefits.

9. Conflicts of Interest. Consultant (including its employees, agents, and subconsultants) shall not maintain or acquire any direct or indirect interest that conflicts with the performance of this Agreement. If Consultant maintains or acquires such a conflicting interest, the City may terminate any contract (including this Agreement) involving Consultant’s conflicting interest. The Consultant represents that it is familiar with the local and state conflict of interest laws, and agrees to comply with those laws in performing this Agreement. The Consultant represents and warrants that the representations made by the Consultant concerning unfair competitive advantage and conflicts of interest in connection with its submissions in response to the City’s procurement for this Agreement were true and accurate both when made and as of the date of this Agreement. Consultant represents and warrants that it has not and shall not offer or deliver any City officer, public official, or employee any gifts or donations in violation Federal, State and/or local law.

City of Tracy – Master Professional Services Agreement with FEHR & PEERS

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10. Rebates, Kickbacks, or Other Unlawful Consideration. Consultant warrants that this Agreement was not obtained or secured through rebates, kickbacks, or other unlawful consideration either promised or paid to any City official or employee. For breach of this warranty, City shall have the right, in its sole discretion, to terminate this Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback, or other unlawful consideration.

To City:

To Consultant: FEHR & PEERS

Koosun Kim, PE
City Engineer
333 Civic Center Plaza
Tracy, CA 95376

David, Robinson, PE
Principal-in-charge
343 East Main Street, Suite 608
Stockton, CA 95202
With a copy to:

Ci
ty Attorney
333 Civic Center Plaza
Tracy, CA 95376

12. Miscellaneous.

12.2 Amendments. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by both Parties.

12.3 Waivers. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement.

12.4 Assignment and Delegation. Consultant may not assign, transfer or delegate this Agreement or any portion of it without the City’s written consent. Any attempt to do so will be void.

City’s consent to one assignment shall not be deemed to be a consent to any subsequent assignment.

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claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of San Joaquin.

12.6 Com
pliance with the Law. Consultant shall comply with all applicable local, state, and federal laws, whether or not those laws are expressly stated in this Agreement.

12.6.1 P
revailing Wage Laws. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates; employment of apprentices (§ 1777.5), certified payroll records (§1776), hours of labor (§1813 and §1815), debarment of contractors and subcontractors (§1777.1) and the performance of other requirements on “public works” and “maintenance” projects. If the services being performed under this Agreement are part of a “public works” or “maintenance” project, as defined in the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. These prevailing rates are on file with the City and are available online at http://www.dir.ca.gov/DLSR. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents, harmless from any and all claims, costs, penalties, or interests arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

12.6.2 No
n-discrimination. Consultant represents and warrants that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age.

12. 7 Business Entity Status. Consultant is responsible for filing all required documents and/or forms with the California Secretary of State and meeting all requirements of the Franchise Tax Board, to the extent such requirements apply to Consultant. By entering into this Agreement, Consultant represents that it is not a suspended corporation. If Consultant is a suspended corporation at the time it enters into this Agreement, City may take steps to have this Agreement declared voidable.

12. 8 Business License. Before the City signs this Agreement, Consultant shall obtain a City of Tracy Business License. Consultant shall maintain an active City of Tracy Business License during the term of this Agreement.

12. 9 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.

12.10 C
onstruction of Agreement. Each Party hereto has had an equivalent opportunity to participate in the drafting of this Agreement and/or to consult with legal counsel. Therefore, the usual construction of an agreement against the drafting Party shall not apply hereto.

12. 11 Severability. If a term of this Agreement is held invalid by a court of competent jurisdiction, the Agreement shall be construed as not containing that term, and the remainder of this Agreement shall remain in effect.

12.12 C
ontrolling Provisions. In the case of any conflict between the terms of this Agreement and the Exhibits hereto, and Consultant’s proposal (if any), the Agreement shall control. In the case of any conflict between the Exhibits hereto and the Consultant’s proposal (if any), the Exhibits shall control.

City of Tracy – Master Professional Services Agreement with FEHR & PEERS

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13. Signatures. The individuals executing this Agreement on behalf of Consultant represent and warrant that they have the right, power, legal capacity and authority to enter into and to execute this Agreement on behalf of Consultant.
[SI
GNATURES ON FOLLOWING PAGE]
City of Tracy – Master Professional Services Agreement with FEHR & PEERS

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IN WITNESS HEREOF, the City and Consultant agree to the full performance of the foregoing terms as of the last signature date.

FEHR & PEERS
By: David Robinson
Title: Principal-in-charge
Date: _______________________
Federal Em
ployer Tax ID No. ___________
By: Lys
a Wollard
Title: Chief Financial Officer
Date: _______________________
Exhibits:

A Scope of Work, including personnel and time of performance (See Agreement sections 1 and 2.)
B Compensation (See Agreement section 3.)
C Task
Order Form
68-0065540
Nov 6, 2024
Nov 6, 2024
City of Tracy – Master Professional Services Agreement with FEHR & PEERS

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Traffic Engineering Services include but are not necessarily limited to, those items noted below.

1. Traffic Engineering Services:
a. Perf
orm speed surveys by radar with a licensed radar gun and technician. b. Perform Traffic and Engineering Studies appropriate to set speed limits. c. Perform 24-hour traffic counts, intersection turning movement counts and truck distribution counts.
d. Evaluate intersection Level of Service.
e. Evaluate corner/hill/curve sight distance.
f. Evaluate requests for various traffic controls in accordance with the California MUTCD and Vehicle Code.
g. Evaluate residential street traffic calming requests in accordance with City Policy. h. Perform a citywide high accident location analysis and recommend mitigation measures, as applicable.
i. Prepare reports on study findings and present same to the City’s Traffic Commission, as requested.
j. Assist with budget evaluation of proposed Capital Improvements. k. Design new traffic signal installation projects and modifications to existing traffic signal equipment utilizing applicable State Standards and Specifications and City standards.

2. Traffic Signal Operations Services:
a. Monit
or vehicle loop and video detection functionality and Pan-Tilt-Zoom camera operational condition, recommend maintenance to correct issues, and provide recommendations for bicycle detection, as needed.
b. Perform field reviews of re-occurring traffic signal issues and recommend solutions. c. Prepare traffic signal timing patterns for both stand-alone and interconnected traffic signals including in-field timing runs, preparation of time-space diagrams and Synchro analysis.
d. Maintain inter-jurisdictional coordination with Caltrans and other adjacent agencies. e. Annually, and as needed as a result of changing traffic patterns, update timing charts, programs, and coordination of traffic signals for maximum efficiency for the benefit of City of Tracy – Master Professional Services Agreement with FEHR & PEERS

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the traveling public.
f. Respond to citizen requests, as forwarded by the City, to address a perceived traffic signal timing inefficiency.
g. Monitor the need to upgrade traffic signal equipment including but not limited to controllers, detectors, fail-safe monitors, power supply, and communications systems. h. Perform field inspection and reports of installed or under construction traffic signal equipment to assure compliance with specifications and good practices. i. Advise the City on “Smart City” technologies.

3. Transporation Engineering Services, Capital Improvement Projects:
a. Devel
op project plans, specifications, and cost estimates for Traffic and Transportation Projects in compliance with City of Tracy Design Standards, Caltrans Standards and Specifications, Highway Design Manual, and the California Manual on Uniform Traffic Control Devices.
b. Represent the City Engineer’s Office, and perform design services for City Transportation projects involving Caltrans Coordination along the Caltrans Right-of-way on Interstates I-580 and I-205.
c. Be familiar with the Caltrans requirements and guidelines in all stages of any City project development and implementation along the Caltrans Right-of-way, and follow through the requirements as directed by Caltrans District 10, during the different stages of project implementation.
d. Coordinate with Caltrans, County, other Consultants and any other stakeholders and provide engineering services throughout the project life-cycle, from project initiation, programming, detailed design, bid solicitation support, engineering support during construction and provide as-builts.
e. Assist the City with identifying and monitoring the implementation of City Policy for reductions in Vehicle Miles Travelled (VMT) requirements under SB743. f. Evaluate other agencies’ public and private development proposals for impacts on the City’s transportation network.

4. Transporation Engineering Services, Land Development:
a. Revi
ew of preliminary site plans and development applications, prepare technical reports that contain the results of a traffic analysis and recommendations to be incorporated in the development project conditions of approval. b. Evaluate roadway and traffic circulation for Project(s) and verification of conformance to City standards in the location of Project(s) access point(s), spacing of driveway, allowed turning-movement at each access point, and level of service of operation of existing intersections(s) and traffic signal(s).
c. Perform Warrant Analyses to determine the need for and feasibility of installing a traffic signal(s) and/or stop sign(s), and other applicable improvements. d. Determine cost share responsibility of benefitting property(s) towards CITY program improvements.

City of Tracy – Master Professional Services Agreement with FEHR & PEERS

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e. Determine roadway infrastructure assessments for adequacy in capacity and level of service.
f. Specify specific traffic impacts and recommend mitigation measures. Also, determine timing and/or trigger points for the implementation of the recommended mitigation measures based on citywide level of service goals.
g. Determination of the number of lanes, geometric configuration, and turning movements of a particular intersection and roadway and right-of-way widths for consistency with the Citywide Roadway & Transportation Master Plan, relevant Specific Plans, and the City's Traffic Model.
h. Determine traffic infrastructure improvements needed to serve the Projects, including infrastructure master planning for the study, a summary of findings required by the Mitigation Fee Act (AB 1600), compliance with the Impact Fee Ordinance per Title 13 of the Tracy Municipal Code, Specific Plan reimbursement calculation, preparation of supplements to City's Specific Plan for the particular area being analyzed and relevant portions of the Citywide Roadway & Transportation Master Plan, and providing input to the City's program management consultant(s) relevant to their preparation of addendums to existing Finance and Implementation Plans ("FIP") for various Projects. i. Review and provide comments on the signing, striping and traffic signal plans for public improvements. Several reviews may be required depending on the magnitude of the improvements, complexity of issues, and/or quality of re-submittals of improvement plans.
j. Review for compliance with standards on sight distance, Highway geometrics, approved specific plan area technical analyses, site-specific technical analyses, State and City standards acceptable engineering practices, and the Project's development conditions of approval.
k. Provide a Technical Memorandum to the CITY summarizing the Project’s roadway and traffic circulation analysis (including any other analysis or traffic study performed), as well as any recommended system modifications.
l. Attend meetings with the City, and other stakeholders as needed.

Additional requirements are as follows:

Personnel:

Francisco Martin, PE (Project Manager)
Dave Robinson, PE (Principal-in-Charge)
Fred Choa, TE (Principal)
Kristin Calia, PE, TE (Principal)
Ian Barnes, PE (Principal)
Makenzie Watten, PTP (Senior Associate)
Dave Stanek, PE, PTOE, RSP1 (Senior Associate)
City of Tracy – Master Professional Services Agreement with FEHR & PEERS

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EXHIBIT B
Compens
ation

City of Tracy – Master Professional Services Agreement with FEHR & PEERS

Page 14 of 14 ends

EXHIBIT C - Task Order Form
(See
Attached)
[Use
this Form or Create New Based on Same Substance---

TASK OR

DER FORM
Project: ________________________________________________________ Consultant:
_____________________________________
Project Task
Order Number:
[X of X]
Description of
Task and
Services:
_______________________________________
_______________________________________
_______________________________________
Maximum
Compensation
for Task:
$___________________.00
Task Completion
Time:

APPROVED

BY CITY REPRESENTATIVE
_________________________________
[I
nsert Name and Position]
__________________________________
Dat
e
Attachment B -Master Professional Services
Agreement -FEHR & PEERS
Final Audit Report 2024-11-06
Created: 2024-11-06
By: JoLynn Souto ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAEUB2c2x9wlf8oyph6hbe62PFagzGinqK "Attachment B -Master Professional Services Agreement -FEHR & PEERS" History
Document created by JoLynn Souto ([email protected]) 2024-11-06 - 9:20:08 PM GMT- IP address: 76.14.176.198
Document emailed to Dave Robinson ([email protected]) for signature 2024-11-06 - 9:22:08 PM GMT
Email viewed by Dave Robinson ([email protected]) 2024-11-06 - 9:24:04 PM GMT- IP address: 104.47.55.254
Document e-signed by Dave Robinson ([email protected]) Signature Date: 2024-11-06 - 9:25:53 PM GMT - Time Source: server- IP address: 68.65.68.25 Document emailed to Lysa Wollard ([email protected]) for signature 2024-11-06 - 9:25:54 PM GMT
Email viewed by Lysa Wollard ([email protected]) 2024-11-06 - 9:59:58 PM GMT- IP address: 104.47.55.254
Document e-signed by Lysa Wollard ([email protected]) Signature Date: 2024-11-06 - 10:00:22 PM GMT - Time Source: server- IP address: 24.6.165.175 Agreement completed.
2024-11-06 - 10:00:22 PM GMT

APPROVED AS TO FORM AND LEGALITY
________________________
CITY ATTORNEY’S OFFICE

TRACY CITY COUNCIL
RESOLUTION 2024-_____
APPROVING (1) THE EXECUTION OF A MASTER PROFESSIONAL

SERVICES AGREEMENT, WITH AN INITIAL TERM OF THREE YEARS AND A NOT-TO-EXCEED FISCAL YEAR AMOUNT OF $250,000, WITH INTERWEST CONSULTING GROUP; AND (2) AN ADMINISTRATIVE EXTENSION, UP TO TWO YEARS, BASED ON SATISFACTORY PERFORMANCE, IF NEEDED.

Page 2 ends

WHEREAS, the On-Call List of selected consultants creates efficiency and does not bind the City or its budgets to a particular scope of work until it is required as City needs arise; and WHEREAS, concurrently with this agenda item, by separate Resolution, staff is recommending that the City Council approve the On-Call List of qualified consultants to provide Traffic Engineering Services; and
WHEREAS, to provide supplemental Traffic Engineering services for CIPs and Land Development projects that are currently pending, staff recommends that the City Council award a Master Professional Services Agreement (MPSA) with an initial term of three years and a not- to-exceed fiscal year amount of $250,000 with Interwest Consulting Group which is on the On- Call List; and
WHEREAS, the City will issue Task Orders specifying the scope of work needed, and the consultant will invoice the City based on the scope of work for each Task Order; and WHEREAS, the cost of the work performed by Interwest Consulting Group will be cost recoverable in part, through the developer’s fee, Capital Improvement Project budgets, or Federal and State grant funds; and funding for MPSA will be through the department’s annually adopted budget and the contract includes the ability to terminate if there is insufficient budget availability; and
WHEREAS, this agenda item supports the City of Tracy’s Quality of Life Strategic Priority, which is to provide an outstanding quality of life by enhancing the City’s amenities, business mix and services, and cultivating connections to promote positive change and progress in our community; and
WHEREAS, the MPSA is for services equivalent to “planning and feasibility services” and, therefore, is not considered a “project” as defined by Section 21065 of the Public Resources Code; any projects for which such services are performed will be reviewed as required under the California Environmental Quality Act (CEQA) before future discretionary actions are taken; now, therefore, be it
RESOLVED: That the City Council of the City of Tracy hereby approves a Master Professional Service Agreement substantially in the form set forth in Exhibit 4, for Traffic Engineering Services, with an initial term of three years and a not-to-exceed fiscal year amount of $250,000 with Interwest Consulting Group; and be it
FURTHER RESOLVED: That the City Council authorizes the City Manager to extend, administratively, the Master Professional Services Agreement for up to two additional years, based on performance, if needed; and be it
FURTHER RESOLVED: That the City Council finds that the MPSA is for services equivalent to “planning and feasibility services” and, therefore, is not considered a “project” as defined by Section 21065 of the Public Resources Code and that any projects for which such services are performed will be reviewed as required under CEQA before future discretionary actions are taken.
* * * * * * * * * * * * * *
Resolution 2024-_____

Page 3 ends

The foregoing Resolution 2024-_____ was adopted by the Tracy City Council on the 3rd day of December 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTENTION: COUNCIL MEMBERS:
___________________________________________
NANCY D. YOUNG
Mayor of the City of Tracy, California
ATTEST:

ADRIANNE RICHARDSON
City Clerk and Clerk of the Council of the
City of Tracy, California

EXHIBITS
Exhibit 4 - Master Professional Service Agreement with Interwest Consulting Group Exhibit 4

City of Tracy - Master Professional Services Agreement with lnterwest Consulting Group

10. Rebates, Kickbacks. or Other Unlawful Consideration. Consultant warrants that this Agreement was not obtained or secured through rebates, kickbacks, or other unlawful consideration either
promised or paid to any City official or employee. For breach of this warranty, City shall have the right, in its sole discretion, to terminate this Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback, or other unlawful consideration.

11. Notices. All notices, demands, or other communications which this Agreement contemplates or authorizes shall be in writing and shall be personally delivered or mailed to the other party to the addresses listed below. Communications shall be deemed to have been given and received on the first to occur of: (1) actual receipt at the address designated below, or (2) three working days after the deposit in the United States Mail of registered or certified mail, sent to the address designated below.

To City: To Consultant: lnterwest Consulting Group
Koosun Kim, PE
City Engineer
333 Civic Center Plaza
Tracy, CA 95376
With a copy to:

City Attorney
333 Civic Center Plaza
Tracy, CA 95376

12. Miscellaneous.

Paul, Meschino
President
1 Jenner, Suite 160
Irvine, CA 92618

12.1 Standard of Care. Unless otherwise specified in this Agreement, the standard of care applicable to Consultant's services will be the degree of skill and diligence ordinarily used by reputable professionals performing in the same or similar time and locality, and under the same or similar circumstances.

12.2 Amendments. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by both Parties.

12.3 Waivers. Waiver of a breach or
default under this Agreement shall not constitute a
continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement.

12.4 Assignment and Delegation. Consultant may not assign, transfer or delegate this Agreement or any portion of it without the City's written consent. Any attempt to do so will be void.

City's consent to one assignment shall not be deemed to be a consent to any subsequent assignment.

12.5 Jurisdiction and Venue. The interpretation, validity, and enforcement of the Agreement shall be governed by and construed under the laws of the State of California. Any suit,

Page 6 of 15 ends

APPROVED AS TO FORM AND LEGALITY
________________________
CITY ATTORNEY’S OFFICE

TRACY CITY COUNCIL
RESOLUTION 2024-_____
APPROVING (1) THE EXECUTION OF A MASTER PROFESSIONAL

SERVICES AGREEMENT, WITH AN INITIAL TERM OF THREE YEARS AND A NOT-TO-EXCEED FISCAL YEAR AMOUNT OF $250,000, WITH TJKM; AND (2)

AN ADMIN ISTRATIVE EXTENSION , UP TO TWO YEARS , BASED ON SATISFACTORY PERFORMANCE, IF NEEDED.

Page 2 ends

WHEREAS, the On-Call List of selected consultants creates efficiency and does not bind the City or its budgets to a particular scope of work until it is required as City needs arise; and WHEREAS, concurrently with this agenda item, by separate Resolution, staff is recommending that the City Council approve the On-Call List of qualified consultants to provide Traffic Engineering Services; and
WHEREAS, to provide supplemental Traffic Engineering services for CIPs and Land Development projects that are currently pending, staff recommends that the City Council award a Master Professional Services Agreement (MPSA) with an initial term of three years and a not- to-exceed fiscal year amount of $250,000 with TJKM which is on the On-Call List; and WHEREAS, the City will issue Task Orders specifying the scope of work needed, and the consultant will invoice the City based on the scope of work for each Task Order; and WHEREAS, the cost of the work performed by TJKM will be cost recoverable in part, through the developer’s fee, Capital Improvement Project budgets, or Federal and State grant funds; and funding for MPSA will be through the department’s annually adopted budget and the contract includes the ability to terminate if there is insufficient budget availability; and WHEREAS, this agenda item supports the City of Tracy’s Quality of Life Strategic Priority, which is to provide an outstanding quality of life by enhancing the City’s amenities, business mix and services, and cultivating connections to promote positive change and progress in our community; and
WHEREAS, the MPSA is for services equivalent to “planning and feasibility services” and, therefore, is not considered a “project” as defined by Section 21065 of the Public Resources Code; any projects for which such services are performed will be reviewed as required under the California Environmental Quality Act (CEQA) before future discretionary actions are taken; now, therefore, be it
RESOLVED: That the City Council of the City of Tracy hereby approves a Master Professional Service Agreement substantially in the form set forth in Exhibit 5, for Traffic Engineering Services, with an initial term of three years and a not-to-exceed fiscal year amount of $250,000 with TJKM; and be it
FURTHER RESOLVED: That the City Council authorizes the City Manager to extend, administratively, the Master Professional Services Agreement for up to two additional years, based on performance, if needed; and be it
FURTHER RESOLVED: That the City Council finds that the MPSA is for services equivalent to “planning and feasibility services” and, therefore, is not considered a “project” as defined by Section 21065 of the Public Resources Code and that any projects for which such services are performed will be reviewed as required under CEQA before future discretionary actions are taken.
* * * * * * * * * * * * * *
Resolution 2024-

Page 3 ends

was adopted by the Tracy City Council on the 3rd The foregoing Resolution 2024- day of December 2024 by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTENTION: COUNCIL MEMBERS:

NANCY D. YOUNG
Mayor of the City of Tracy, California
ATTEST:

ADRIANNE RICHARDSON
City Clerk and Clerk of the Council of the
City of Tracy, California

EXHIBITS
Exhibit 5 - Master Professional Service Agreement with TJKM City of Tracy – Master Professional Services Agreement with TJKM

Page 1 of 15 ends

CITY O

F TRACY

MASTER PROFESSIONAL SERVICES AGREEMENT WITH
TJKM for Traffic Engineering Services included but are not limited to Traffic Engineering Services including speed surveys, traffic and engineering studies appropriate to set speed limits, performing 24- hour traffic counts, intersection turning movement counts and truck distribution counts, evaluation of intersection Level of Service, evaluation of corner/hill/curve sight distance, evaluation of residential street traffic calming, performing of a citywide high accident location analysis and recommend mitigation measures, preparation of reports on study findings and present same to the City’s Traffic Commission as requested, design of new traffic signal installation and modifications to existing traffic signal equipment, Traffic Signal Operations including monitoring of vehicle loop and video detection functionality and Pan-Tilt-Zoom camera operational condition, preparation of traffic signal timing patterns for both stand-alone and interconnected traffic signals, Transportation Engineering including developing and reviewing project plans, specifications, and cost estimates for Traffic and Transportation Projects, performing design services for City Transportation projects involving Caltrans Coordination along the Caltrans Right-of-way on Interstates I-580 and I-205, identifying and monitoring the implementation of City Policy for reductions in Vehicle Miles Travelled (VMT) requirements under SB743, performing Warrant Analyses to determine the need for and feasibility of installing a traffic signal(s) and/or stop sign(s), and other applicable improvements .

This Mas
ter Professional Services Agreement (“Agreement”) is entered into between the City of Tracy, a municipal corporation (“City”), and TJKM a California Corporation (“Consultant”). City and Consultant are referred to individually as “Party” and collectively as “Parties.” Recitals
A. City desires to retain Consultant for future Traffic Engineering Services for Capital Improvement Projects (CIP), Land Development, and Traffic Engineering Projects as further described herein and in Exhibit A.

On August 26,
2024, staff followed established procedures in accordance with Tracy Municipal Code, Section 2.20.140, and conducted an RFP to solicit experienced and qualified consultants to provide On- Call Traffic Engineering Services for Engineering projects. This on-call list of Consultants creates an efficient process for future project proposal requests and does not bind the City or its budgets to a particular scope of work until it is required as City needs arise. Having previously undertaken the public contracting procedures for each Consultant on the list, as the project needs arise, the City may more readily move into contracting with one of the Consultants on the list and then return to the City Council for approval of a project-specific professional services agreement.

On Septem
ber 13, 2024, the City received seven (7) proposals including TJKM. Pursuant to Tracy Municipal Code Sections 2.20.140(a)(2) and 2.20.130, the City has determined that Consultant demonstrated that it was the best qualified and most responsible proposer, and best fits the City’s needs for competence and professional qualifications necessary for the satisfactory performance of the Services.

A. After
negotiations between the City and Consultant, the Parties have reached an agreement for the performance of services in accordance with the terms set forth in this Agreement.

B. This Agreem
ent was approved on _____________pursuant to Tracy Municipal Code Section 2.20.140 (3), [and City Council Resolution No. _____________.

Exhibit 5
City of Tracy – Master Professional Services Agreement with TJKM

Page 2 of 15 ends

NOW
THEREFORE, for good and valuable consideration the sufficiency of which the Parties hereby acknowledge, the Parties mutually agree as follows:

1. Scope of Services. Consultant shall perform professional services, tasks, and scope of work further described in Exhibit A hereto (“Services”) for the City’s benefit on an as-needed basis pursuant to individual approved Task Orders for services within the in accordance with the terms and conditions of this Agreement. The Services shall be performed by, or under the direct supervision of, Consultant’s Authorized Representative: Nayan Amin, TE, President. Consultant shall not replace its Authorized Representative, nor shall Consultant replace any of the personnel listed in Exhibit A, nor shall Consultant use or replace any subcontractor or subconsultant, without City’s prior written consent.

A failure to obtain the City’s prior written consent for any change or replacement in personnel or subcontractor/subconsultant may result in the termination of this Agreement.

1.1 Task Order Forms. The Services within the Scope of Work will be comprised of Task Order Forms (in the form provided in Exhibit C hereto), approved, executed and delivered by the Director of TJKM (“Director”) from time-to-time during the Term of this Agreement, on an as-needed basis. The Consultant cannot start performing any Work until the Director has executed a Task Order for such work. The City has no obligation to issue any Task Orders under this Master Agreement. The City may issue any number of Task Orders provided that the sum of the maximum compensation of all approved Task Orders cannot exceed the Total Not-to-Exceed amount stated in Section 3.1.

1.2 Non-E
xclusive Agreement. The City reserves the right to contract with other consultants providing the same Services or similar scope of services described above during the term of this Agreement. The City further reserves the right to assign work, at its sole discretion, to consultants other than Consultant based on City’s budget, experience, and skills of consultants based on the City’s specific needs.

2. Time of Performance. Time is of the essence in the performance of services under this Agreement and the timing requirements set forth shall be strictly adhered to unless otherwise modified in writing in accordance with this Agreement. Consultant shall begin performance and shall complete all required services no later than the dates set forth in each individual Task Order. Any services for which times for performance are not specified in each individual Task Order shall be started and completed by Consultant in a reasonably prompt and timely manner based upon the circumstances and direction communicated by the City to the Consultant. Consultant shall submit all requests for time extensions to the City in writing no later than ten days after the start of the condition which purportedly caused the delay, and not later than the date on which performance is due. City shall grant or deny such requests at its sole discretion.

2.1 Te
rm. The term of this Agreement shall commence on December 03, 2024, and expire and terminate automatically on June 30, 2028 or earlier by termination pursuant to Section 6 of this Agreement (“Term”). Subject to the Not-To-Exceed Amount defined in Section 3.1, the Term of this Agreement may be extended with express written amendment incorporating this Agreement signed by both Parties and one of the following City approvals: (a) City Council approval or (b) City Manager approval. An administrative extension of this Agreement by City Manager shall be limited to an additional term of two (2) years (s) and require written determination by the City Manager that Consultant has satisfactorily met all the requirements of this Agreement.

3. Compensation . City shall pay Consultant on a time and expense basis, at the billing rates set forth in Exhibit B attached and incorporated by reference for services performed under this Agreement.

City of Tracy – Master Professional Services Agreement with TJKM

Page 3 of 15 ends

3.1.2 For each Task Order issued under this Agreement, Consultant’s Services shall not exceed the maximum compensation stated in that Task Order.

3.2 Invoi
ces. No less than Ninety (90) days after performing Services, Consultant shall submit monthly written invoice(s) to the City that include copies of approved Task Orders, the Services performed, and identify times, dates, and names of persons performing the services.

3.2.1 If Cons
ultant is providing services in response to a development application, separate invoice(s) must be issued for each application and each invoice shall contain the City’s designated development application number.

3.2.2 Consul
tant’s failure to submit invoice(s) in accordance with these requirements may result in the City rejecting said invoice(s) and thereby delaying payment to Consultant.

3.3 Paym
ent. Within 30 days after the City’s receipt of invoice(s), City shall make payment to the Consultant based upon the services described on the invoice(s) and approved by the City.

3.4 Ci
ty Budget Limitations. This Agreement will terminate without penalty, liability or expense of any kind to City at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the fiscal year, this Agreement will automatically terminate, without penalty, liability or expense of any kind at the end of the term for which funds are appropriated. City has no obligation to make appropriations for this Agreement in lieu of appropriations for new or other agreements. City budget decisions are subject to the discretion of the City Council. Consultant’s assumption of risk of possible non-appropriation is part of the consideration for this Agreement. The payment of any compensation under this Agreement shall be subject to the City of Tracy appropriation of funds for the Services. This Agreement shall terminate in the event that such funds are not appropriated.

In this section, “City” means the City, its officials, officers, agents, employees, and volunteers; “Consultant” means the Consultant, its employees, agents and subcontractors; “Claims” includes claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all related costs and expenses) and any allegations of these; and “Arising out of” includes “pertaining to” and “relating to”. The Consultant’s indemnification obligation applies to the maximum extent allowed City of Tracy – Master Professional Services Agreement with TJKM