Agenda — Tracy City Council, December 3, 2024 (part 1 of 4)

Date Posted: November 27, 2024

THIS MEETING WILL BE OPEN TO THE PUBLIC FOR IN-PERSON AND REMOTE PARTICIPATION PURSUANT TO GOVERNMENT CODE SECTION 54953(e).

MEMBERS OF THE PUBLIC MAY PARTICIPATE REMOTELY IN THE MEETING VIA THE FOLLOWING METHOD:

As always, the public may view the City Council meetings live on the City of Tracy’s website at CityofTracy.org or on Comcast Channel 26/AT&T U-verse Channel 99. To view from the City’s website, open the “Government” menu at the top of the City’s homepage and select “City Council Meeting Videos” under the “City Council” section.

If you only wish to watch the meeting and do not wish to address the Council, the City requests that you stream the meeting through the City’s website or watch on Channel 26.

Remote Public Comment:

During the upcoming City Council meeting public comment will be accepted via the options listed below. If you would like to comment remotely, please follow the protocols below:
• Comments via:
o Online by visiting https://cityoftracyevents.webex.com and using the following Event Number: 2559 241 2676 and Event Password: TracyCC o If you would like to participate in the public comment anonymously, you may submit your comment in WebEx by typing “Anonymous” when prompted to provide a First and Last Name and inserting [email protected] when prompted to provide an email address.
o Join by phone by dialing +1-408-418-9388, enter 25592412676#8722922# Press *3 to raise the hand icon to speak on an item.

• Protocols for commenting via WebEx:
o If you wish to comment on the “Consent Calendar”, “Items from the Audience/Public Comment” or “Regular Agenda” portions of the agenda:
1) Listen for the Mayor to open that portion of the agenda for discussion, then raise your hand to speak by clicking on the Hand icon on the Participants panel to the right of your screen.
2) If you no longer wish to comment, you may lower your hand by clicking on the Hand icon again.
o Comments for the “Consent Calendar” “Items from the Agenda/Public Comment” or “Regular Agenda” portions of the agenda will be accepted until the public comment for that item is closed.
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TRACY CITY COUNCIL

REGULAR MEETING AGENDA

Tuesday, December 3, 2024, 7:00 P.M.

Tracy City Hall Chambers, 333 Civic Center Plaza, Tracy Web Site: www.cityoftracy.org

TRACY CITY COUNCIL AGENDA 2 December 3, 2024

Americans With Disabilities Act - The City of Tracy complies with the Americans with Disabilities Act and makes all reasonable accommodations for the disabled to participate in Council meetings. Persons requiring assistance or auxiliary aids should call City Hall (209/831-6105) 24 hours prior to the meeting.

Addressing the Council on Items on the Agenda - The Brown Act provides that every regular Council meeting shall provide an opportunity for the public to address the Council on any item within its jurisdiction before or during the Council's consideration of the item, provided no action shall be taken on any item not on the agenda. To facilitate the orderly process of public comment and to assist the Council to conduct its business as efficiently as possible, members of the public wishing to address the Coun cil are requested to, but not required to, hand a speaker card, which includes the speaker’s name or other identifying designation and address to the City Clerk prior to the agenda item being called. Generally, once the City Council begins its consideration of an item, no more speaker cards will be accepted. An individual’s failure to present a speaker card or state their name shall not preclude the individual from addressing the Council. Each citizen will be allowed a maximum of five minutes for input or testimony. In the event there are 15 or more individuals wishing to speak regarding any agenda item including the “Items from the Audience/Public Comment” portion of the agenda and regular items, the maximum amount of time allowed per speaker will be three minutes. When speaking under a specific agenda item, each speaker should avoid repetition of the remarks of the prior speakers. To promote time efficiency and an orderly meeting, the Presiding Officer may request that a spokesperson be designated to represent similar views. A designated spokesperson shall have 10 minutes to speak. At the Presiding Officer’s discretion, additional time may be granted. The City Clerk shall be the timekeeper.

Consent Calendar - All items listed on the Consent Calendar are considered routine and/or consistent with previous City Council direction. One motion, a second, and a roll call vote may enact the items listed on the Consent Calendar. No separate discussion of Consent Calendar items shall take place unless a member of the City Council, City staff or the public request discussion on a specific item.

Addressing the Council on Items not on the Agenda – The Brown Act prohibits discussion or action on items not on the posted agenda. The City Council’s Meeting Protocols and Rules of Procedure provide that in the interest of allowing Council to have adequate time to address the agendized items of busines s, “Items from the Audience/Public Comment” following the Consent Calendar will be limited to 15 -minutes maximum period. “Items from the Audience/Public Comment” listed near the end of the agenda will not have a maximum time limit. A five-minute maximum time limit per speaker will apply to all individuals speaking during “Items from the Audience/Public Comment”. For non-agendized items, Council Members may briefly respond to statements made or questions posed by individuals during public comment; ask ques tions for clarification; direct the individual to the appropriate staff member; or request that the matter be placed on a future agenda or that staff provide additional information to Council. When members of the public address the Council, they should be as specific as possible about their concerns. If several members of the public comment on the same issue an effort should be made to avoid repetition of views already expressed.

Notice - A 90 day limit is set by law for filing challenges in the Superior Court to certain City administrative decisions and orders when those decisions or orders require: (1) a hearing by law, (2) the receipt of evidence, and (3) the exercise of discretion. The 90 day limit begins on the date the decision is final (Code of Civil Procedure Section 1094.6). Further, if you challenge a City Council action in court, you may be limited, by California law, including but not limited to Government Code Section 6 5009, to raising only those issues you or someone else raised during the public hearing, or raised in written correspondence delivered to the City Council prior to or at the public hearing.

Full copies of the agenda are available on the City’s website: www.cityoftracy.org

Date Posted: November 27, 2024
TRACY CITY COUNCIL AGENDA 3 December 3, 2024

CALL TO ORDER
ACTIONS, BY MOTION, OF CITY COUNCIL PURSUANT TO AB 2449, IF ANY

ROLL CALL AND DECLARATION OF CONFLICTS

PLEDGE OF ALLEGIANCE

INVOCATION

PRESENTATIONS

1. Employee of the Month

2. Certificates of Appointment – Youth Advisory Commission

3. D.A.R.E. Presentation

ORDER OF BUSINESS

1. CONSENT CALENDAR

1.A. Approval of November 19, 2024, Closed Session and Regular Meeting Minutes.

1.B. Staff recommends that the City Council adopt a resolution approving execution of a Senate Bill 125 Fund Transfer Agreement (C-24-020) between San Joaquin Council of Governments and City of Tracy in the amount of $3,853,856.

1.C. 1) The Mayor appoint Leah Shoaito as a youth Commissioner to the Environmental Sustainability Commission (ESC), as recommended by the interview and selection panel convened per the ESC Bylaws, for the remainder of a one (1) year term ending on July 31, 2025, and 2) the City Council adopt a resolution approving the appointment.

1.D. Staff recommends that the City Council adopt a resolution: (1) authorizing a construction contingency of $1,500,000 for the contract awarded to O.C. Jones & Sons, Inc., pursuant to Resolution 2024-085, and (2) authorizing the City Manager to approve change orders up to the contingency amount, if needed.

1.E. Staff recommends that the City Council adopt a resolution approving an On-Call Professional Services List, for five years, of qualified consultants to provide Transportation Grant Writing, Grant Preparation, and Grant Management Consulting Services.

1.F. Staff recommends that the City Council adopt the following, each by separate resolution: (A) approving an On-Call List, for five years, of qualified consultants for Traffic Engineering Services; and (B) approving (1) the execution of six separate Master Professional Services Agreements, each with an initial term of three years and a not-to-exceed fiscal year amount of $250,000, with each of the listed qualified consultants: Advanced Mobility Group, DKS Associates, Fehr & Peers, Interwest Consulting Group, TJKM, and W-Trans; and (2) an administrative extension for up to two years based on satisfactory performance for each Master Professional Services Agreement, if needed.

TRACY CITY COUNCIL AGENDA 4 December 3, 2024

1.G. Staff recommends that the City Council adopt two separate Resolutions: 1) Authorizing execution of Amendment No.1 to the General Services Agreement to be effective retroactively from July 1, 2024 with Alpha Analytical Laboratories, Inc. for laboratory analysis and testing services for the Utilities Division Laboratory and for an annual not-to-exceed amount of $100,000 2) Authorizing Amendment No.1 to the General Services Agreement to be effective retroactively from July 1, 2024 with Eurofins Eaton Analytical, LLC. laboratory analysis and testing services for the Utilities Division Laboratory and for an annual not-to-exceed amount of $75,000.

1.H. Staff recommends that the City Council adopt a Resolution approving the amended Compensation & Benefit Plans for both Department Heads and the Confidential Employees Unit, reflecting the establishment and transition to a Retiree Health Savings Account for eligible employees and other classification changes.

1.I. Staff recommends that the City Council adopt the following resolutions: (1) (A) Awarding a Construction Contract to ARB, Inc., of Lake Forest, California, in the amount of $5,699,094 for construction of the Lammers 20-Inch Water Main Project, Capital Improvement Project 75160 (Project); (B) Authorizing the City Manager to approve change orders up to the contingency amount of $569,909; and (C) Authorizing a Project Not-to-Exceed Construction Budget of $7,226,500; and (2) (A) Approving the execution of a Professional Services Agreement with West Yost Associates, Inc. for Construction Management Services for the Project, for a total not-to-exceed amount of $522,542 for a term of one year; and (B) Authorizing the City Manager to approve an administrative extension of one year, if needed.

1.J. Staff recommends that the City Council adopt a resolution 1. Approving the execution of a Professional Services Agreement with Pestmaster Services, L.P. for pest control services at City facilities for an initial term of two years, with compensation not to exceed $35,977.00 annually; and 2. Authorizing five additional one-year administrative extensions contingent upon budget availability and satisfactory performance.

1.K. Staff recommends that the City Council adopt a Resolution approving an On-Call List of legal professionals, for a term of three years with the option to extend for two additional three-year terms, to provide general advisory legal services, special counsel services, Assistant City Attorney services, litigation services and other matters as determined by the City Attorney.

2. ITEMS FROM THE AUDIENCE

3. REGULAR AGENDA

3.A. Staff recommends that the City Council conduct a public hearing, and upon conclusion, adopt a resolution approving the Community Development Block Grant and HOME Investment Partnership Program local funding priorities in the scoring of Community Development Block Grant and HOME Investment Partnership Program grant applications and funding allocation recommendations for fiscal years 2025-26 through 2030-31.

TRACY CITY COUNCIL AGENDA 5 December 3, 2024

3.B. Adopting a Resolution 1) Amending the At-Will Employment Agreement between Midori Lichtwardt and the City of Tracy, effective December 3, 2024, to reflect a merit increase of 5% for a bi-weekly increase from $11,805.56 to $12,395.84; 2) Amending the Master Salary Schedule to reflect the salary increase for the City Manager, effective December 3, 2024; and 3) Amending the Master Salary Schedule, to reflect the salary increase for the Mayor, City Council and Treasurer approved by Ordinance 1351, effective January 1, 2025.

4. ITEMS FROM THE AUDIENCE

5. STAFF ITEMS

6. COUNCIL ITEMS

7. ADJOURNMENT

TRACY CITY COUNCIL - SPECIAL MEETING MINUTES

November 19, 2024, 5:00 p.m.

Tracy City Hall, 333 Civic Center Plaza, Tracy, CA.

1. Mayor Young called the meeting to order at 5:05 p.m.

2. There were no actions taken pursuant to AB 2449.

3. Roll call found Council Members Arriola, Bedolla, Evans, Mayor Pro Tem Davis and Mayor Young present. City Council had no declarations of conflicts.

4. Items from the audience – There was no public comment.

5. DISCUSSION ITEMS

5.A. Personnel Matter (Gov. Code § 54954.5; § 54957(b)(1))

(1) Public Employee Performance Evaluation/Discipline/Dismissal/Release

Position Title: City Attorney

(2) Conference with Labor Negotiators

Agency Designated Representatives: Juan Lopez, Amistad Associates Kimberly Murdaugh, Human Resources
Director

Unrepresented Employee: Bijal Patel, City Attorney

5.B. Personnel Matter (Gov. Code § 54954.5; § 54957(b)(1))

(1) Public Employee Performance Evaluation/Discipline/Dismissal/Release

Position Title: City Manager

(2) Conference with Labor Negotiators

Agency Designated Representatives: Juan Lopez, Amistad Associates Kimberly Murdaugh, Human Resources
Director

Unrepresented Employee: Midori Lichtwardt, City Manager

There was no public comment on items 5.A and 5.B.

ACTION: Motion was made by Council Member Arriola and seconded by Mayor Pro Tem Davis to recess to closed session. Roll call found all in favor; passed and so ordered. Time:
5:07 p.m.

Special Meeting Minutes 2 November 19, 2024

6. Reconvene to Open Session – Time: 7:10 p.m.

ACTION: Motion was made by Council Member Arriola and seconded by Mayor Pro Tem Davis to continue the closed session until after the regular meeting. Roll call found all in favor; passed and so ordered.

Following the adjournment of the regular meeting, Council reconvened the closed session at 9:10 p.m.

City Council reconvened to open session at 10:05 p.m. to report final action on agenda item 5.A.

7. Report of Final Action for Agenda Item 5.A - Kimberly Murdaugh, Director of Human Resources stated the City will be entering into a Separation Agreement with City Attorney, Bijal Patel.

Council Member Arriola announced at this time Ms. Patel is voluntarily issuing her resignation as Tracy City Attorney and the City Council is accepting her resignation.

Ms. Murdaugh continued stating the terms of that agreement. Ms. Patel will work in the following:
• Active capacity through December 31, 2024, and then enter her voluntary resignation as of December 31, 2024.
• Receive a settlement reflective of 12-months severance pay, which would be her salary earned between January – December 2025.
• Advancement of 140 hours of management leave that would be advanced to her in January 2025.
• The equivalent of 12-months COBRA payments to allow for the continuation of health care for her and her family in addition to California State Bar fees for calendar year 2025. Bijal Patel is responsible for the payment of those fees directly to the State Bar.

The terms of the settlement agreement received three yes votes (Council Member Arriola, Mayor Pro Tem Davis, and Mayor Young) and two abstained votes (Council Members Bedolla and Evans) from City Council.

Ms. Patel will work in active status in the office through December 3, 2024, and remain in active status and work remotely from December 4 through December 31, 2024.

Council Members thanked Ms. Patel for her service to the City and wished her luck in her future endeavors.

Council returned to closed session at 10:13 p.m. to discuss agenda item 5.B.

Council Member Bedolla left the meeting at 10:13 p.m.

Council reconvened to opened session at: 10:50 p.m.

Report of Final Action on Item 5.B – Mayor Young announced staff will be returning on December 3, 2024, with an amended contract for City Manager Midori Lichtwardt.

8. There were no Council items or comments.

9. Adjournment Time: 10:51 p.m.

Special Meeting Minutes 3 November 19, 2024

ACTION: Motion was made by Mayor Pro Tem Davis and seconded by Council Member Arriola to adjourn. Roll call found Council Members Arriola, Evans, Mayor Pro Tem Davis and Mayor Young in favor; passed and so ordered. Council Member Bedolla absent.

The above agenda was posted at the Tracy City Hall on November 14, 2024. The above are action minutes. A recording is available at the office of the City Clerk.

____________________________
Mayor
ATTEST:

___________________________
City Clerk

TRACY CITY COUNCIL REGULAR MEETING MINUTES

November 19, 2024, 7:00 p.m.

City Hall, 333 Civic Center Plaza, Tracy Web Site: www.cityoftracy.org

Mayor Young called the meeting to order at 7:19 p.m.

There were no actions taken pursuant to AB 2449.

Roll call and Declaration of Conflicts – Council Members Arriola, Bedolla, Evans, Mayor Pro Tem Davis and Mayor Young present. City Council had no declaration of conflicts.

Mayor Young led the Pledge of Allegiance.

Pastor Tim Heinrich, Crossroads Baptist Church offered the invocation.

Midori Lichtwardt, City Manager presented Employee of the Month Award to Veronica Nunez, Police Department.

Sekou Millington, Police Chief swore in Officer Jessica Codde.

Mayor Young presented Keys to the City to West High School Airforce JROTC, Mercedes Silveira-Gouveia and Brian Pekari.

Mayor Young presented a Proclamation for National Children’s Grief Awareness Day to Bobby Jackson, Jackson 3 Foundation.

1. CONSENT CALENDAR – Following the removal of Consent Item 1.E by Robert Tanner motion was made by Council Member Arriola and seconded by Council Member Evans to adopt the Consent Calendar. Roll call found all in favor; passed and so ordered.

1.A. Approval of October 15, 2024, Regular Meet ing Minutes. – Minutes were adopted.

1.B. The Trac
y Finance Committee recommend that the City Council adopt a Resolution: 1) Amending the City’s Operating and Capital Budget for the Fiscal Year (FY) ending June 30, 2025 to reflect actual expenses and revenues and requested augmentations to fund various departmental needs; 2) Authorizing the Budget Officer to amend the City’s position control roster for FY 2024-25, and 3) Authorizing amendments to the Master Salary Schedule. – Resolution 2024-190 amended the City’s Operating and Capital Budget for FY ending June 30, 2025, authorized the amendment to the City’s position control roster for FY 2024-25, and authorized amendments to the Master Salary Schedule.

1.C. The Trac
y Homelessness Advisory Committee recommend that the City Council adopt a resolution: (1) Authorizing the acceptance of a grant award from the Emergency Food and Shelter Program allocation in the amount of $12,968 to support the cost of meals and shelter bed nights at the Temporary Emergency Housing Facility Project Capital Improvement Project CIP 71112; and (2) Appropriating the full grant funds to the Parks, Recreation and Community Services Department, Homeless Services Division for Fiscal Year 2024-2025. – Regular Meeting Minutes 2 November 19, 2024

Resolution 2024-191 accepted a grant award from the Emergency Food and Shelter Program allocation in the amount of $12,968 and appropriated the full grant funds to the Parks, Recreation and Community Services Division for Fiscal Year 2024-2025.

1.D. The Tracy Homelessness Advisory Committee recommend that the City Council adopt a Resolution: (1) Approving the execution of a Gas and Electric Extension Agreement with Pacific Gas and Electric, Inc., (PG&E) for new service activation at 370 W. Arbor Avenue for the Phase II Improvements at the Temporary Emergency Housing Facility, Capital Improvement Project 71112 (TEHF), in the amount of $74,873; (2) Ratifying the previously executed Gas and Electric Extension Agreement with PG&E for new service activation at 384 W. Arbor Avenue for the Phase III and IV Improvements of the TEHF, in the amount of $73,524.81. – Resolution 2024-192 approved the Gas and Electric Extension Agreement with Pacific Gas and Electric, Inc. and ratified the previously executed Gas and Electric Extension Agreement with PG&E for new service activation at 384 W. Arbor Ave for the Phase III and IV improvements of the TEHF.

1.F. Staff recommends that the Mayor appoint, and the City Council approve through adoption of a resolution, the appointments of eleven youth Commissioners to the Youth Advisory Commission (YAC), as recommended by the interview and selection panel convened pursuant to the YAC Bylaws. – Resolution 2024-193 approved the appointment of eleven youth commissioners to the Youth Advisory Commission.

1.G. Staff recommends that the City Council adopt a resolution (1) authorizing the acceptance of a dedication of a public waterline easement within West Parkway Village, and (2) authorizing the City Clerk to record the easement document with the San Joaquin County Recorder. – Resolution 2024-194 accepted a dedication of a public waterline easement within West Parkway Village and authorized the City Clerk to record the easement document with the San Joaquin County Recorder.

1.H. Staff recommends that the City Council adopt a Resolution: (1 ) Appointing
Gordon Anderson MacKay to serve as Interim Director of Public Works, effective November 20, 2024; and (2) Approving an employment agreement between Gordon Anderson MacKay and the City of Tracy for an hourly salary of $119.76. – Resolution 2024-195 appointed Gordon Anderson MacKay to serve as Interim Director of Public Works.

1.I. Staff recommends that the City Council adopt a Resolution: (1) M aking a determination that compliance with standard procurement process is not in the best interest of the City and dispensing the bidding requirements for the action herein; (2) Authorizing the execution of a Professional Services Agreement with LeaderGov, LLC for facilitation of staff retreats and professional development services for an initial term of two years, with a retroactive effective date of January 1, 2024, and for a total not to exceed amount of $49,800; and (3) Authorizing an administrative option to extend for an additional one year based on satisfactory performance and the City’s continued need for such services. – Resolution 2024-196 approved making a determination that compliance with standard procurement process is not in the best interest of the City and dispensing the bidding requirements, authorized a Professional Services Agreement with LeaderGov, LLC, and authorized an administrative option to Regular Meeting Minutes 3 November 19, 2024

extend for an additional one year based on satisfactory performance and the City’s continued need for such service.

1.J. S taff recommends that the City Council adopt a resolution: (1) Approving a Professional Services Agreement with Madill Enterprises, Inc. DBA Advanced Property Services for janitorial services of City facilities for an initial term of two years, with compensation not to exceed $511,588 per fiscal year. (2) Authorizing an administrative option for additional five (5) one-year extensions upon satisfactory performance. – Resolution 2024-197 approved an agreement with Madill Enterprises, Inc. DBA Advanced Property Services for janitorial services.

1.K. Staff recommends that the City Council adopt a Resolution 1) Approving the execution of Purchase Agreement with Holland Pump Company for the purchase of an Atlas Copco PAS F88 mobile dewatering pump utilizing the Sourcewell Cooperative Program in the amount of $103,443.00 for the Wastewater Treatment Plant; 2) declaring the existing mobile dewatering pump as surplus pursuant to Tracy Municipal Code Section 2.20.310 and approving its disposition. – Resolution 2024-198 approved a Purchase Agreement with Holland Pump Company for the purchase of an Atlas Copco PAS F88 mobile dewatering pump utilizing the Sourcewell Cooperative Program.

1.L. Staff recommends that City Council adopt a Resolution 1) Approving the execution of a General Services Agreement with Calgon Carbon, a Delaware Corporation for Capital Improvement Project No. 75126, for removal and replacement of granular activated carbon for the John Jones Water Treatment Plant for a sixteen-month term in a total not-to-exceed amount of $1,206,478; and 2) Reject Carbon Activated Corporation’s bid as non-responsive. – Resolution 2024-199 approved a General Services agreement with Calgon Carbon for removal and replacement of granular activated carbon for the John Jones Water Treatment Plant.

1.M. Staff recommends that the City Council adopt a Resolution: (1) Making a determination that compliance with standard procurement process is not in the best interest of the City and dispensing the bidding requirements for the action herein; (2) Authorizing the execution of a Professional Services Agreement with GovInvest, Inc. for actuarial software services and technology for an initial term of two years, with a retroactive effective date of July 31, 2024, and for a total not- to-exceed amount of $150,000; and (3) Authorizing an administrative extension of one year contingent upon satisfactory performance and budget availability. – Resolution 2024-200 approved making a determination that compliance with standard procurement process is not in the best interest of the City and dispensing with bidding requirements, authorized an Professional Services Agreement with GovInvest, Inc. for actuarial software services and technology and authorized an administrative extension for one year upon satisfactory performance and budget availability.

1.N. Staff recommends that the City Council adopt a Resolution: (1) rescinding Resolution 2021-126; and (2) authorizing amendment No. 2 to the General Services Agreement with EPIC iO for certain services in City of Tracy’s parks for an annual not-to-exceed amount of $175,000 and making it effective retroactively from September 7, 2021. – Resolution 2024-201 rescinded Resolution 2021-126, authorized amendment No. 2 to General Services Agreement with EPIC iO for certain services in City of Tracy’s parks.

Regular Meeting Minutes 4 November 19, 2024

1.O. S taff recommends that the City Council adopt a resolution approving the execution of a Professional Services Agreement with the Jefferson School District effective retroactively from August 1, 2024, utilizing one (1) Tracy Police Officer to serve as a School Resource Officer for a contract term of one year.– Resolution 2024-202 approved a Professional Services Agreement with Jefferson School District retroactively from August 1. 2024, utilizing one Tracy Police Officer to serve as School Resource Officer.

1.E. Staff recommends that the City Council adopt the following Resolutions: 1) (A) Rescinding Resolution 2023-234 that approved the Regular Meeting Calendar of the Tracy City Council for 2024 (Calendar), and B) approving an amended Regular Meeting Calendar of the Tracy City Council for 2024, and 2) adopting the Regular Meeting Calendar of the Tracy City Council for Calendar Year 2025.

Robert Tanner pulled the item to confirm that the December 17, 2024, regular Council meeting is being reinstated and the new City Council will be sworn in on that date, and requested not to cancel the January 7, 2025, regular Council meeting.

Council questions and comments followed.

ACTION: Motion was made by Council Member Bedolla and seconded by Council Member Evans to adopt Resolution 2024-203 1) Rescinding Resolution 2023-234 that approved the regular meeting calendar of the Tracy City Council for 2024; and 2) approving an amended regular meeting calendar of the Tracy City Council for 2024 and adopt Resolution 2024-204 adopting the regular meeting calendar of the Tracy City Council for calendar year 2025. Roll call found all in favor; passed and so ordered.

2. ITEMS FROM THE AUDIENCE – There was no public comment.

3. REGULAR AGENDA

3.A. Staff recommends that the City Council conduct a public hearing to discuss 2025 Development Fee for the San Joaquin County Multi-Species Habitat Conservation and Open Space Plan and, upon conclusion, adopt a Resolution adopting such fees.

Mayor Young opened the public hearing.

Forrest Ebbs, Community and Economic Development Director introduced Craig Hoffman, Senior Planner who provided the staff report and presentation.

Council questions and comments followed.

There was no public comment.

Mayor Young closed the public hearing.

ACTION: Motion was made by Mayor Pro Tem Davis and seconded by Council Member Bedolla to adopt Resolution 2024-205 adopting the 2025 Development Fee Regular Meeting Minutes 5 November 19, 2024

for the San Joaquin County Multi-Species Habitat Conservation and Open Space Plan. Roll call found all in favor; passed and so ordered.

3.B. Staff recommends that the City Council receive an informational report for the newly developed Community Volunteer Beautification Program.

David Murphy, Assistant Director of Operations and Connie Lopes, Public Works Management Analyst provided the staff report and presentation and responded to questions.

There was no public comment.

Council comments followed.

City Council accepted the informational report for the newly developed Community Volunteer Beautification Program.

3.C The Ci
ty Council 1) discuss the supplemental responses to the 2023-2024 San Joaquin County Civil Grand Jury’s Report titled: “City of Tracy: Public Trust Still Not Restored” Case No. 0323 and, upon conclusion, 2) adopt a Resolution approving the final form of supplemental response letter and authorizing the City Manager and City Attorney to jointly execute and transmit the supplemental response letter to the Presiding Judge.

Midori Lichtwardt, City Manager and Bijal Patel, City Attorney provided the staff report and responded to questions.

Council questions and comments followed.

There was no public comment.

ACTION: Motion was made by Mayor Pro Tem Davis and seconded by Council Member Evans to adopt Resolution 2024-206 approving the supplemental response letter to the Civil Grand Jury’s request for supplemental responses to the 2023-2024 San Joaquin Civil Grand Jury Report titled “City of Tracy: Public Trust Still Not Restored” Case No. 0323 and authorizing the City Manager and City Attorney to execute and transmit it to the Presiding Judge. Roll call found Council Members Bedolla, Evans, Mayor Pro Tem Davis and Mayor Young in favor; passed and so ordered. Council Member Arriola opposed.

4. ITEMS FROM THE AUDIENCE – There was no public comment.

5. STAFF ITEMS – Midori Lichtwardt, City Manager provided the following updates:
• Reminder about the trash and recycling pickup schedule will not be picked up on Thanksgiving Day and pick up will move to Friday, and if Friday it moves to Saturday.
• The fall leaf pick up is happening now until January 31, 2025. Go to recycleinsidethetriangle.com for more information.
• City offices will be closed on Thanksgiving and the day after, November 28 and 29, 2024.
• Road closure Saturday, November 23rd from 1:00 p.m. to 6:00 p.m. – 6 th Street
westbound from Central Ave to Tracy Moose Lodge for the Tracy City Center Association Ornament Stroll.

Regular Meeting Minutes 6 November 19, 2024

Mayor Young asked about an update on Bessie Road as it is open now.

Karin Schnaider, Assistant City Manager provided an update on the Bessie Road project. Next ribbon cutting is for the Fire Training Facility on December 3 and coordinating for the I-580 Diverging Diamond but due to location and pending weather have not been able to select a date.

Ms. Lichtwardt responded Bessie Road is open and completely rehabilitated.

Ms. Schnaider added the last part will be the tree planting. It is still part of the project and are working with each property to see if they would like a tree.

6. COUNCIL ITEMS – Council Member Bedolla provided an update on the commissions and committees he serves on.

Mayor Pro Tem Davis congratulated Families United for Equity and apologized for not receiving a certificate from the City of Tracy at their ribbon cutting. Mayor Pro Tem Davis attended the ribbon cutting to support them. The organization provides children and adults with special needs navigational services and resources to assist them and their families. Dominique Mellion-Smothers, Tracy resident is Founder and Executive Director of the organization and wanted to let her know we do support what she is doing and look forward to her expanding in the City of Tracy soon.

Mayor Young stated she was invited to the ribbon cutting but it got removed from her calendar, there was a certificate, and she will make sure to get it to the organization.

Council Member Evans asked when the Pavement Management Plan and conversation about a vacancy ordinance will be coming back to Council which has been asked for over the past three years.

Ms. Schnaider responded the pavement question will come back as part of the March CIP discussions and there has also been a request from the Finance Committee to have it return to them first, so they are working on a February timeline and being ready for the March discussion for Council. The vacancy ordinance is in the Strategic Plan. A consultant has been hired to evaluate the ordinance and all the different possibilities that have to deal with vacant properties - some do it by tax, some by ordinance. That will be an accumulative package that will be brought to Council next year. Does not have an ETA but will pass on to the City Manager to get to Council.

Council Member Arriola stated even though he was not in attendance at the National League of Cities, he was appointed as 2
nd Vice President of the LGBTQ Caucus for
the National League and wished everyone a happy Thanksgiving.

Mayor Young wished everyone a happy Thanksgiving.

7. ADJOURNMENT: Time: 9:09 p.m.

Regular Meeting Minutes 7 November 19, 2024

ACTION: Motion was made by Council Member Bedolla and seconded by Mayor Pro Tem Davis to adjourn. Roll call found all in favor; passed and so ordered.

The above agenda was posted at the Tracy City Hall on November 14, 2024. The above are action minutes. A recording is available at the office of the City Clerk.

____________________________
Mayor

ATTEST:

__________________________
City Clerk
December 3, 2024
Agenda Item 1.B

REQUEST
Staff recommends that the City Council adopt a resolution approving execution of a Senate Bill 125 Fund Transfer Agreement (C-24-020) between San Joaquin Council of Governments and City of Tracy in the amount of $3,853,856.

EXECUTIVE SUMMARY
This agenda items seeks adoption of a Resolution by the City Council approving execution of a Senate Bill 125 Fund Transfer
Agreement (C-24-020) between the San Joaquin Council of Governments (SJCOG) and the City of Tracy (City). The California State Transportation Agency (C
alSTA), through Senate Bill (SB) 125, has issued funding to SJCOG to be distributed to transit agencies within San Joaquin County for transit projects. SJCOG has approved a distribution of the funds
to the local transit agencies. City is expected to receive $3,853,856 through this distribution. In order to meet the reporting requirements of CalSTA, and to receive the funds
from SJCOG, the City is required to enter into a fund transfer agreement with SJCOG.

BACKGROUND AND LEGISLATIVE HISTORY
CalSTA, through SB 125, has issued funding to SJCOG to be distributed to transit agencies within San Joaquin County
for transit projects. The funding will specifically be made available to transit agencies
through the Transit and Intercity Rail Capital Program (TIRCP) and Zero- Emission Transit Capital
Program (ZETCP). The SB 125 funding is for a four (4) year period, but only two (2) years of funding have been announced as “unfrozen” and available for disbursement by the State of California. These funding allocation years are Year 1 (FY23/24) and Year 2 (FY24/25). The total
of SB 125 funding in San Joaquin (SJ) County for Years 1 and 2 is approximately $68 million.

On February 22, 2024, the SJCOG Board of Directors approved a formula distribution of SB 125 funds for Year 1 and Year 2 funding allocations, on the condition that these funds are used only by existing transit operators to address operating costs. Funds not spent by transit operators spec
ifically for this purpose are subject to a “claw back” of funds.

On August 22, 2024, the SJCOG
Board of Directors authorized the SJCOG Executive Director to enter
into fund transfer agreements with transit operators in SJ County to ensure the timely distribution of SB 125 funds.

ANALYSIS
The City’s Transit Division receives operating revenue through Federal Transit Administration (FTA) Section
5307 funds, Transportation Development Act (TDA), Local Transportation Fund (LTF) funds, other state transit grants, fare revenues, and facility rental revenues.

While the City’s Transit system continues to operate in a fiscally responsible and sustainable manner, operating costs have risen across the Transit industry, particularly in relation to transit operations
contractor expenses, and costs to perform facility, equipment and vehicle Agenda Item 1.B
December 3, 2024

Page 2 ends

maintenance due inflation and supply chain issues. The SB 125 funds disbursed to Tracy will ensure that the City is able to maintain its high level of service for transit passengers and properly maintain City transit facilities, equipment and vehicles. Additionally, these SB 125 funds will give the City more certainty that it can deliver planned improvements on time, as proposed in the forthcoming Short Range Transit Plan Update. According to the terms of C-24-020 the funds will be disbursed in quarterly disbursements as the expenses are incurred.

Without the execution of
C-24-020 between SJCOG and City of Tracy, the City would not receive SB 125 funding for
transit operations. This could reduce the amount of Federal and state funds available for capital projects.

FISCAL IMPACT
The C-24-020 between SJCOG and City of Tracy, would allow the City t o receive $3,853,856 of SB 125 funding for transit operations. Year one (1) funds shall be appropriated to the Transit Operations funds once the Fund Transfer Agreement is completed and the year one allocation is determined. Year two (2) funds will be allocated through the annual budget adoption.

STRATEGIC PLAN
This agenda item is a routine operational item and does not relate to the Council’s Strategic Plans.

ACTION REQUESTED OF

THE CITY COUNCIL
Staff recommends that the City Council adopt a resolution approving execution of a Senate Bill 125 Fund Transfer Agreement (C-24-020) between San Joaquin Council of Governments and City of Tracy in the amount of $3,853,856.

Prepared by:

Ed Lovell, Transit Manager
Reviewed by: David Murphy, Assistant Director of Operations Sara Castro, Finance Director
Kamalpreet Gill, Deputy City Attorney
Karin Schnaider, Assistant City Manager
Approved by: Midori Lichtwardt, City Manager
Attachments:

Attachment A - Senate Bill 125 Fund Transfer Agreement between SJCOG and City of Tracy SENATE BILL 125 FUND TRANSFER AGREEMENT
BETWEEN SJCOG AND THE CITY OF TRACY (C-25-020)
This Fund Transfer Agreement (“Agreement”), effective as of the date set forth below, is by and between City of Tracy, a California municipal corporation (“TRANSIT AGENCY”) and the San Joaquin Council of Governments, a California joint powers authority (“SJCOG”). SJCOG and TRANSIT AGENCY may herein be referred to individually as a “Party” or collectively as “the Parties.”

RECITALS
WHEREAS, the California State Transportation Agency (CalSTA), through Senate Bill (SB) 125, has issued funding to SJCOG to distribute to transit agencies within San Joaquin County for transit projects via the Transit and Intercity Rail Capital Program (TIRCP) and the Zero-Emission Transit Capital Program (ZETCP); and WHEREAS, SB 125
requires Regional Transit Planning Agencies (RTPAs) like SJCOG to submit annual reports to CalSTA documenting the activities and progress made toward implementation of the projects and operating expenditures; and WHEREAS, SB 12
5 also imposes recordkeeping and reporting requirements that will apply through the life of the projects; and
WHEREA
S, the State of California has the right to review project documents and conduct audits during project implementation over the life of any project funded by SB 125; and
NOW, THEREFORE, in consideration of the mutual promises stated herein, the Parties agree as follows:

1. Fund Transfer Agreement.
a. TRANSIT AGENCY and SJCOG agree to comply with the CalSTA “Budget Act of 2023 SB 125 Formula -Based Transit and Intercity Rail Capital Program & Zero Emission Transit Capital Program Final Guidelines ” (“Guidelines ”) in the performance of each party’s obligations under this Agreement. b. TRANSIT AGENCY agrees to utilize all Funds (as defined below) to address operational cost shortfalls attributable to the COVID -19 pandemic and restore TRANSIT AGENCY’s services to those that existed during the 2021- 2022 fiscal year.
c. TRANSIT AGENCY shall be responsible for the complete performance of any work funded by this Agreement. All such work shall be accomplished in accordance with applicable provisions of State and Federal law. d. Upon TRANSIT AGENCY’s full and continued performance of its obligations stated herein, SJCOG agrees to disburse TIRCP and ZETCP funds to TRANSIT AGENCY, in quarterly reimbursements as expenses are incurred, which, in aggregate, shall not exceed the amounts attributed to TRANSIT AGENCY in the C-25-020
City of Tracy

Page 1 of 6 ends

Attachment A
“SB 125 Formula Distribution for Years 1(23/24) and 2(24/25)” table attached hereto as “Exhibit A” and incorporated herein (“Funds”).

2. Disbursement Procedures and Requests for Reimbursement. TRANSIT AGENCY agrees to submit to SJCOG, no later than thirty (30) calendar days after the close of each fiscal quarter, a Request for Reimbursement that includes a detailed description of all expenses incurred by TRANSIT AGENCY during the preceding quarter that are eligible for reimbursement pursuant to this Agreement and the Guidelines. TRANSIT AGENCY shall, to SJCOG’s satisfaction, itemize all reimbursable expenses, and provide a narrative explaining (a) the expenses and how they accomplish the purposes of this Agreement, (b) how TRANSIT AGENCY’s progress in addressing operational cost shortfalls from previous fiscal years, and (c) the remaining funding TRANSIT AGENCY anticipates needing to restore its services to those that existed during the 2021-2022 fiscal year.

3. Conditions
Precedent to Fund Disbursement. SJCOG shall issue quarterly distributions of Funds to TRANSIT AGENCY only if all of the following conditions are met:
a. SJCOG shall have available Funds from CalSTA to disburse; b. CalSTA shall not have taken any enforcement or disciplinary action against SJCOG or TRANSIT OPERATOR due to TRANSIT OPERATOR’s failure or alleged failure to comply with the Guidelines;
c. TRANSIT OPERATOR has not utilized Funds in violation of the Guidelines, this Agreement, or any other provision of State or Federal law; d. SJCOG has found TRANSIT OPERATOR’s Request for Reimbursement to be in compliance with the terms of the Guidelines and this Agreement.

4. Audit Author
ity and Cooperation. To facilitate SJCOG’s effort to comply with the reporting and audit requirements imposed by the Guidelines, and to accomplish SB 125’s purposes as articulated in the Guidelines, and to accomplish SJCOG’s purposes of directing Funds to address operational cost shortfalls attributable to the COVID-19 pandemic and restore TRANSIT AGENCY’s services to those that existed during the 2021-2022 fiscal year, TRANSIT AGENCY agrees to permit SJCOG to review any of TRANSIT AGENCY’s financial documents pertaining to its expenditure of Funds and conduct audits of TRANSIT AGENCY’s records, expenditures, and activities, from any fiscal year, during the entire term of this Agreement, to ensure Funds are being expended for the purposes stated herein. TRANSIT AGENCY agrees to promptly provide any additional documentation requested by SJCOG related to any Request for Reimbursement or audit conducted pursuant to the terms of this Agreement.

5. Intercept
Clause. Costs for which TRANSIT AGENCY receives reimbursement payment that are determined by a subsequent audit or other review by either SJCOG, CalSTA, or any other State agency to be unpermitted by the Guidelines, this Agreement, or any other provision of law are to be repaid to SJCOG by TRANSIT AGENCY within thirty (30) days of TRANSIT AGENCY receiving notice of the audit findings. Should TRANSIT AGENCY fail to reimburse moneys due to SJCOG within C-25-020
City of Tracy

Page 2 of 6 ends

thirty (30) days of discovery or demand, or within such other period as may be agreed in writing between the parties hereto, SJCOG is authorized to intercept and withhold future payments, apportionments or revenues due to TRANSIT AGENCY from SJCOG or any third-party source, including, but not limited to future State or Federal grant funds, or local sales tax revenues that would otherwise be distributed to TRANSIT AGENCY via SJCOG. Any unpermitted costs or Funds recovered by SJCOG pursuant to the provisions of this Section shall be handled in accordance with the Guidelines. Notwithstanding any provision of this Agreement or of State or Federal law to the contrary, the provisions of this Section shall survive for the same amount of time as CalSTA retains the authority to audit and/or require SJCOG to return monies for failure to adhere to the Guidelines.

6. Indem
nification and Hold Harmless . Neither SJCOG nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by TRANSIT AGENCY under or in connection with any work, authority or jurisdiction delegated to TRANSIT AGENCY under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, TRANSIT AGENCY shall fully defend, indemnify and save harmless SJCOG and its officers and employees from all claims, suits or actions of every name, kind and description occurring by reason of anything done or omitted to be done by TRANSIT AGENCY under or in connection with any work, authority or jurisdiction delegated to TRANSIT AGENCY under this Agreement.

Neith
er TRANSIT AGENCY nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by SJCOG under or in connection with any work, authority or jurisdiction delegated to SJCOG under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SJCOG shall fully defend, indemnify and save harmless TRANSIT AGENCY and its officers and employees from all claims, suits or actions of every name, kind and description occurring by reason of anything done or omitted to be done by SJCOG under or in connection with any work, authority or jurisdiction delegated to SJCOG under this Agreement.

7. Defau
lt. In the event that TRANSIT AGENCY (a) fails to comply with the Guidelines or any other applicable Federal and State laws and regulations; (b) fails to timely submit Requests for Reimbursement subject to the terms of this Agreement and/or the Guidelines; (c) fails to cooperate with SJCOG in any request for documents or any other action to audit TRANSIT AGENCY’s use of Funds; or (d) otherwise materially violates the terms and conditions of this Agreement, SJCOG reserves the right to terminate all funding for that invoice, or any portion thereof, in SJCOG’s sole discretion. Any such termination shall be accomplished by delivery to TRANSIT AGENCY of a Notice of Termination, which notice shall become effective not less than thirty (30) days after receipt, specifying the reason for the termination, the extent to which funding of work under this Agreement is terminated, and the date upon which such termination becomes effective. During the period before the termination date becomes effective, TRANSIT AGENCY and SJCOG shall meet to try to resolve any C-25-020
City of Tracy

Page 3 of 6 ends

dispute. No such termination shall become effective if, (a) TRANSIT AGENCY timely submits an appeal of the Notice of Termination pursuant to Section 8 or (b) within the thirty (30) day period after receipt of the Notice of Termination, TRANSIT AGENCY cures the default.

8. Adjudication of Disputes – Administrative Proceedings . TRANSIT AGENCY agrees to exhaust the administrative remedy contained herein prior to resorting to legal remedies for any disputes pertaining to this Agreement. In case of a dispute with SJCOG, TRANSIT AGENCY shall submit to the SJCOG Executive Director, or his or her designee, a written demand for a decision regarding the disposition of any dispute arising under this Agreement. The Executive Director shall make a written decision regarding the dispute and will provide it to TRANSIT AGENCY.

TRANS
IT AGENCY shall have an opportunity to challenge the Executive Director’s determination, but must make that challenge in writing, within ten (10) business days to SJCOG’s Executive Committee, or its designee. If the challenge is not made by TRANSIT AGENCY within the ten (10) day period, the Executive Director’s decision shall become the final decision of SJCOG. If such a challenge is made, the Executive Director and TRANSIT AGENCY shall submit written, factual information and date in support of their respective positions to the Executive Committee within a timeframe established by SJCOG at the time of challenge. The decision of the Executive Committee or its designee shall be final, conclusive, and binding regarding the dispute, unless TRANSIT AGENCY commences an action in court of competent jurisdiction to contest the decision in accordance with state law.

9. Ter
mination. Unless superseded or terminated in conformance with Section 7 herein, this Agreement shall remain in full force and effect until TRANSIT AGENCY satisfactorily completes all post -transit operating obligations and delivers required transit operating invoice documents, with concurrence of SJCOG, or on June 30, 2026, whichever occurs earlier. All indemnification, document retention, audit, intercept, claims, and legal challenge articles shall remain in effect until terminated or modified in writing by mutual agreement or expiry by statute of limitations.

10. Inte
gration. This Agreement and any exhibits attached hereto supersedes all prior agreements, understandings, and communications between the Parties, whether written or oral, express or implied, relating to the subject matter of this Agreement and is intended as a complete and final expression of the terms of the parties’ agreement and shall not be changed or subject to change orally. This Agreement may be amended only in writing signed by all Parties thereto.

IN WIT
NESS WHEREOF, the parties hereto have executed this Agreement as of this 30th day of October, 2024.

C-25-020
City of Tracy

Page 4 of 6 ends

“SJCOG” “TRANSIT AGENCY”

SAN JOAQUIN COUNCIL OF

GOVERNMENTS
a California Joint Powers Authority
By:_______________________________

DIANE NGUYEN, AICP
Executive Director
ATTEST:

By:_______________________________

GRACE OROSCO
Interim Deputy Director of Finance &
Administration

CITY OF TRACY
a political subdivision of the State of
California
By:_______________________________
NANCY D. YOUNG
Mayor
ATTEST:

By:_______________________________

ADRIANNE RICHARDSON
City Clerk
APPROVED AS TO FORM:

By:_______________________________
THOMAS H. TERPSTRA
General Counsel
APPROVED AS TO FORM:

By:_______________________________
BIJAL M. PATEL
City Attorney
C-25-020
City of Tracy

Page 5 of 6 ends

EXHIBIT A
SB 125 Formula Distribution for Years 1(23/24) and 2(24/25) Jurisdiction SJCOG Board Formula Distribution
Tracy $3,853,856
RTD $43,347,911
Escalon $88,025
ACE $14,390,995
Manteca $1,644,096
Lodi $3,779,100
Ripon $25,919
SJCOG $678,080
Total $67,807,984
C-25-020
City of Tracy

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APPROVED AS TO FORM AND LEGALITY
________________________

CITY ATTO
RNEY’S OFFICE

TRACY CITY

COUNCIL
RESOLU
TION NO. _______________
APPROVING EXECUTION OF A SENATE BILL 125 FUND TRANSFER
AGREEMENT (C-2 4-020) BETWEEN THE SAN JOAQUIN COUNCIL OF GOVERNMENTS AND THE CITY OF TRACY IN THE AMOUNT OF $3,853,856 WHEREAS, the City of Tracy’s (City) Transit Division receives operating revenue through Federal Transit Administration (FTA) Section 5307 funds, Transportation Development Act (TDA), Local Transportation Fund (LTF) funds, other state transit grants, fare revenues, and facility rental revenues; and

WHEREAS, while the City’s Transit system continues to operate in a fiscally responsible and sustainable manner, operating costs have risen across the Transit industry, particularly in relation to transit operations contractor expenses, and costs to perform facility, equipment and vehicle maintenance due to inflation and supply chain issues; and
WHEREAS, the California State Transportation Agency (CalSTA), through Senate Bill (SB) 125, has issued funding to San Joaquin Council of Governments (SJCOG) to be distributed to transit agencies within San Joaquin County for transit projects; and

WHEREAS, S
JCOG has approved a distribution of the funds to the local transit agencies; and
WHEREAS, in order to meet the reporting requirements of CalSTA, and to receive the funds
from SJCOG, the City is required to enter into a fund transfer agreement with SJCOG; and
WHEREAS, such funds will be used to support the operations of the City’s TRACER bus system in accordance with the guidelines set forth by CalSTA; and

WHEREAS,
the execution of C-24-020 between SJCOG and City of Tracy, would allow the City
to receive $3,853,856 of SB 125 funding for transit operations; and WHERERAS, per
the terms of C-24-020 the funds will be disbursed in quarterly disbursements as the expenses are incurred; and
WHEREAS, year one (1) funds shall be appropriated to the Transit Operations funds once after the C-24-020 is completed and the year one (1) allocation is determined and year two (2) funds will be allocated through the annual budget adoption; and Resolution 2024-

Page 2 ends

NOW, THEREFORE, be i t resolved as follows:

RESOLVED: That the above recitals are true and correct; and be it, FURTHER RESOLVED: That the City Council approves the Senate Bill 125 Fund Transfer Agreement attached as Exhibit 1 between the San Joaquin Council of Governments and the City of Tracy; and be it
FURTHER RESOLVED: That the City Council directs that the funds not be utilized until requisite appropriations happen at a future date..
* * * * * * * * * * * * * *
The foregoing Resolution 2024-_____ was adopted by the Tracy City Council on December 3, 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
Exhibit 1: Senate Bill 125 Fund Transfer Agreement
SENATE BILL 125 FUND TRANSFER AGREEMENT
BETWEEN SJCOG AND THE CITY OF TRACY (C-25-020)
This Fund Transfer Agreement (“Agreement”), effective as of the date set forth below, is by and between City of Tracy, a California municipal corporation (“TRANSIT AGENCY”) and the San Joaquin Council of Governments, a California joint powers authority (“SJCOG”). SJCOG and TRANSIT AGENCY may herein be referred to individually as a “Party” or collectively as “the Parties.”

RECITALS
WHEREAS, the California State Transportation Agency (CalSTA), through Senate Bill (SB) 125, has issued funding to SJCOG to distribute to transit agencies within San Joaquin County for transit projects via the Transit and Intercity Rail Capital Program (TIRCP) and the Zero-Emission Transit Capital Program (ZETCP); and WHEREAS, SB 125 requi
res Regional Transit Planning Agencies (RTPAs) like SJCOG to submit annual reports to CalSTA documenting the activities and progress made toward implementation of the projects and operating expenditures; and WHEREAS, SB 125 also i
mposes recordkeeping and reporting requirements that will apply through the life of the projects; and

WHEREAS,
the State of California has the right to review project documents and conduct audits during project implementation over the life of any project funded by SB 125; and
NOW, THEREFORE, in consideration of the mutual promises stated herein, the Parties agree as follows:

Page 1 of 6 ends

Exhibit 1
“SB 125 Formula Distribution for Years 1(23/24) and 2(24/25)” table attached hereto as “Exhibit A” and incorporated herein (“Funds”).

3. Conditions Pre
cedent to Fund Disbursement. SJCOG shall issue quarterly distributions of Funds to TRANSIT AGENCY only if all of the following conditions are met:
a. SJCOG shall have available Funds from CalSTA to disburse; b. CalSTA shall not have taken any enforcement or disciplinary action against SJCOG or TRANSIT OPERATOR due to TRANSIT OPERATOR’s failure or alleged failure to comply with the Guidelines;
c. TRANSIT OPERATOR has not utilized Funds in violation of the Guidelines, this Agreement, or any other provision of State or Federal law; d. SJCOG has found TRANSIT OPERATOR’s Request for Reimbursement to be in compliance with the terms of the Guidelines and this Agreement.

4. Audit Authorit
y and Cooperation. To facilitate SJCOG’s effort to comply with the reporting and audit requirements imposed by the Guidelines, and to accomplish SB 125’s purposes as articulated in the Guidelines, and to accomplish SJCOG’s purposes of directing Funds to address operational cost shortfalls attributable to the COVID-19 pandemic and restore TRANSIT AGENCY’s services to those that existed during the 2021-2022 fiscal year, TRANSIT AGENCY agrees to permit SJCOG to review any of TRANSIT AGENCY’s financial documents pertaining to its expenditure of Funds and conduct audits of TRANSIT AGENCY’s records, expenditures, and activities, from any fiscal year, during the entire term of this Agreement, to ensure Funds are being expended for the purposes stated herein. TRANSIT AGENCY agrees to promptly provide any additional documentation requested by SJCOG related to any Request for Reimbursement or audit conducted pursuant to the terms of this Agreement.

5. Intercept Cl
ause. Costs for which TRANSIT AGENCY receives reimbursement payment that are determined by a subsequent audit or other review by either SJCOG, CalSTA, or any other State agency to be unpermitted by the Guidelines, this Agreement, or any other provision of law are to be repaid to SJCOG by TRANSIT AGENCY within thirty (30) days of TRANSIT AGENCY receiving notice of the audit findings. Should TRANSIT AGENCY fail to reimburse moneys due to SJCOG within C-25-020
City of Tracy

Page 2 of 6 ends

6. Indemni
fication and Hold Harmless . Neither SJCOG nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by TRANSIT AGENCY under or in connection with any work, authority or jurisdiction delegated to TRANSIT AGENCY under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, TRANSIT AGENCY shall fully defend, indemnify and save harmless SJCOG and its officers and employees from all claims, suits or actions of every name, kind and description occurring by reason of anything done or omitted to be done by TRANSIT AGENCY under or in connection with any work, authority or jurisdiction delegated to TRANSIT AGENCY under this Agreement.

Neithe
r TRANSIT AGENCY nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by SJCOG under or in connection with any work, authority or jurisdiction delegated to SJCOG under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, SJCOG shall fully defend, indemnify and save harmless TRANSIT AGENCY and its officers and employees from all claims, suits or actions of every name, kind and description occurring by reason of anything done or omitted to be done by SJCOG under or in connection with any work, authority or jurisdiction delegated to SJCOG under this Agreement.

7. Defaul
t. In the event that TRANSIT AGENCY (a) fails to comply with the Guidelines or any other applicable Federal and State laws and regulations; (b) fails to timely submit Requests for Reimbursement subject to the terms of this Agreement and/or the Guidelines; (c) fails to cooperate with SJCOG in any request for documents or any other action to audit TRANSIT AGENCY’s use of Funds; or (d) otherwise materially violates the terms and conditions of this Agreement, SJCOG reserves the right to terminate all funding for that invoice, or any portion thereof, in SJCOG’s sole discretion. Any such termination shall be accomplished by delivery to TRANSIT AGENCY of a Notice of Termination, which notice shall become effective not less than thirty (30) days after receipt, specifying the reason for the termination, the extent to which funding of work under this Agreement is terminated, and the date upon which such termination becomes effective. During the period before the termination date becomes effective, TRANSIT AGENCY and SJCOG shall meet to try to resolve any C-25-020
City of Tracy

Page 3 of 6 ends

IN WIT
NESS WHEREOF, the parties hereto have executed this Agreement as of this 30th day of October, 2024.

C-25-020
City of Tracy

Page 4 of 6 ends

“SJCOG” “TRANSIT AGENCY”

SAN JOAQUIN COUNCIL OF

GOVERNMENTS
a California Joint Powers Authority
By:_______________________________

DIANE NGUYEN, AICP
Executive Director
ATTEST:

By:_______________________________

GRACE OROSCO
Interim Deputy Director of Finance &
Administration

CITY OF TRACY
a political subdivision of the State of
California
By:_______________________________
NANCY D. YOUNG
Mayor
ATTEST:

By:_______________________________

ADRIANNE RICHARDSON
City Clerk
APPROVED AS TO FORM:

By:_______________________________
THOMAS H. TERPSTRA
General Counsel
APPROVED AS TO FORM:

By:_______________________________
BIJAL M. PATEL
City Attorney
C-25-020
City of Tracy

Page 5 of 6 ends

Page 6 of 6 ends

December 3, 2024
Agenda Item 1.C

RECOMMENDATION
1) The Mayor appoint Leah Shoaito as a youth Commissioner to the Environmental Sustainability Commission (ESC), as recommended by the interview and selection panel convened per the ESC Bylaws, for the remainder of a one (1) year term ending on July 31, 2025, and 2) the City Council adopt a resolution approving the appointment

EXECUTIVE SUMMARY
On October 15, 2024, staff recommended that the City Council waive the City Council Appointment Policy under R esolution 2024-042 and defer, instead, to the interview process under the Bylaws of the Environmental Sustainability Commission (ESC) to fill youth vacancies (Resolution 2024-184). The Bylaws of the ESC set the number of youths appointed to the Commission at two for a one-year term ending annually on July 31 and stipulate that an interview and selection panel (Panel) convened by the ESC conduct the initial interviews of applicants and make a final recommendation to the City Council. At the Mayor’s request, a similar process was followed to fill youth vacancies on the Youth Commission.

The application period for the youth Commissioners was opened on May 15, 2024, and only one application was
received. Ms. Leah Shoaito served as a youth Commissioner whose one (1) year term ended on July 31, 2024. She is a senior in high school and will no longer be eligible for the youth Commissioner role after July 31, 2025. A selection and interview panel was established per the ESC Bylaws, and an interview was conducted on Friday, November 8, 2024, at
4:30 p.m. via Microsoft Teams with Ms. Shoaito.

As only one application was received, the Panel i s recommending that the Mayor appoint one of two vacancies
for the Youth Commissioner on the ESC to Ms. Leah Shoaito, for the remainder of a
one (1) year term ending on July 31, 2025, and that the City Council approve the appointment through adoption of a resolution.

BACK

GROUND AND LEGISLATIVE HISTORY
The City Council has established various boards and commissions over the years, and many of those bod
ies have adopted bylaws. The bylaws outline the processes for interviewing and recommending candidates to fill vacancies on the respective bodies. Tho se processes conflicted with the recently adopted Appointment Policy under Resolution 2024-042. As the Appointment Policy most accurately reflects the State law applicable to general law cities, it would supersede any conflicting bylaws. However, the City Council always retains the discretion to approve an alternative process (as long as it is otherwise consistent with State law) that may be proposed by the Mayor, who retains the sole power to appoint (subject to the approval of the Council body) to the City’s boards and commissions.

On O
ctober 1, 2024, the City Council held a special meeting to interview and make recommendations to the Mayor for appointments for two adult vacancies on the YAC. The City also received 16 applications to fill youth vacancies on the YAC. For efficiency, Mayor Young motioned, and the Council
body approved, that the Appointment Policy be suspended Agenda Item 1.C
December 3, 2024

Page 2 ends

and have the youth be interviewed through the process outlined in the YAC bylaws instead.

Si
milarly, the ESC had two youth vacancies that needed to be filled, and the ESC Bylaws were also inconsistent with the Appointment Policy in that they called for a specific selection and interview panel to review and recommend youth applications. Mayor Young requested a similar process be applied to fill the youth vacancies on the ESC, which was seconded by Council Member Bedolla.

As the ESC request was not included in the agendized item for that special meeting, staff had to bring the request back to Council as a separate request. On October 15, 2024, staff returned with the item to affirm the selection process for the ESC youth commissioners per the ESC Bylaws and waiving the selection process under Resolution 2024-042. The bylaws of the ESC call for a selection panel to review new applications and make recommendations for appointment to the City Council. Recruitment for the youth Commissioners began on May 15, 2024, and still
remains open as we only received one application to date.

ANAL
YSIS
This year’s interview panel consisted of staff liaison for the ESC from the Utilities Division, Stephanie Reyna-Hiestand, and Adult Youth Advisory Commissioner, Beatrice Amezquita-Javier. ESC Chairperson Jenny Wood was absent from the scheduled interview with the applicant. The panel conducted an interview with Ms. Leah Shoaito, the only
applicant to date, on Friday, November 8, 2024, at 4:30 p.m. via Microsoft Teams.

In acc
ordance with Resolution No. 2024-184, a selected applicant will be brought back to the May
or for appointment and City Council for approval.

The selection panel recommends Leah Shoaito for one of th e two vacant youth Commissioner pos itions on the ESC.

FISCAL IMPACT
There is no fiscal impact associated with this item.

PUBLIC OUTREACH/INTEREST
The Ci
ty recruits new Commissioners on an ongoing basis to fill any vacancies created by outgoing Commissioners. Marketing efforts include City website, social media, outreach to the various high schools, emails to the various community service clubs in the Tracy community, and any interest cards that have been completed with the City Clerk.

STRATEGIC PLAN
This agenda item is a r outine operational item and does not relate to the Council’s Strategic Plans.

ACTION REQUESTED OF THE CITY COUNCIL
1) the Mayor appoint Leah Shoaito as a youth Commissioner to the Environmental Sustainability Commission (ESC), as recommended by the interview and selection panel convened per the ESC Bylaws, for the remainder of a one (1) year term ending on July 31, 2025, and 2) the City Council adopt a resolution approving the appointment.

Agenda Item 1.C
December 3, 2024

Page 3 ends

Prepared By: Stephanie Reyna-Hiestand, Assistant Director - Utilities Reviewed By: Karin Schnaider, Assistant City Manager

Sara Castro, Finance Director
Bijal Patel, City Attorney

Approved By: Midori Lichtwardt, City Manager
ATTACHMENTS:

Attachment A - Resolution 2024-042
Attachment B – Resolution 2024-184

APPROVED AS TO FORM AND LEGALITY
j
C Y A OFNEYt OFFICE

TRACY CITY COUNCIL
RESOLUTION 2024- 042

AMENDING THE COUNCIL POLICY ESTABLISHING A SELECTION PROCESS FOR

APPOINTMENTS TO CITY ADVISORY BODIES TO ALLOW THE FULL CITY COUNCIL TO

INTERVIEW CANDIDATES AND MAKE INFORMAL RECOMMENDATIONS OF SPECIFIC

CANDIDATES FOR THE MAYOR TO CONSIDER AS PROPOSED APPOINTEES, SUBJECT

TO FINAL APPROVAL OF THE CITY COUNCIL
WHEREAS, the Council Policy Establishing a Selection Process for Appointments to City Advisory Bodies ( Appointment Policy) sets forth the process by which vacancies on City committees, subcommittees, and commissions are filled; and WHEREAS, the most recent version of the Appointment Policy was adopted on December 21, 2021, by the City Council through Resolution 2021-200; and WHEREAS, under Government Code Section 40605, the elected mayor of a general law city solely has the authority to appoint, subject to council approval, to council committees, sub- committees. and commissions, as well as any regional bodies to which the council sends a delegate; and
WHEREAS, the selection process contained in the Council' s Appointment Policy does not fully comply with Government Code Section 40605 as it states that the City Council appoints to a sub - committee to interview candidates and appoints, based on the recommendations of the sub -committee, and no explicit authority of the Mayor to propose appointments is noted; and WHEREAS, on March 5, 2024, the City Council discussed options to align the Appointment Policy with Government Code Section 40605; and WHEREAS, after discussion, the City Council directed staff to return with a proposed amendment to the Appointment Policy that would allow the full City Council to interview candidates, in open session at a regular or special meeting; and WHEREAS, the City Council had not reached consensus on what the next steps would be after the Council interviews had been completed and asked staff to return with two options for the City Council' s further deliberation and final selection; and WHEREAS, the City Council deliberated further at its meeting on March 19, 2024 and finalized the option set forth herein; now, therefore, be it RESOLVED: That the City Council of the City of Tracy hereby amends the Appointment Policy as set forth in Exhibit A, as amended, such that the full City Council shall interview candidates, in open session at a regular or special meeting, and upon completing the interviews, Attachment A
Resolution 2024- 042

Page 2 ends

shall make & aa -informal recommendations of specific candidates for the Mayor to consider as proposed appointees; and be it
FURTHER RESOLVED: That the amended Appointment Policy shall become effective immediately upon adoption of this Resolution; and be it FURTHER RESOLVED: That the City Council authorizes the City Clerk to proceed with the process to fill vacancies as set forth in the newly amended Appointment Policy.

The foregoing Resolution 2024-042 was adopted by the Tracy City Council on the 19th day of March 2024 by the following vote:

AYES: COUNCIL MEMBERS: ARRIOLA, BEDOLLA, EVANS, DAVIS
NOES: COUNCIL MEMBERS: YOUNG
ABSENT: COUNCIL MEMBERS: NONE
ABSTENTION: COUNCIL MEMBERS: NONE
itANCY 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

COUNCIL POLICY ESTABLISHING A SELECTION PROCESS FOR APPOINTMENTS

TO CITY ADVISORY BODIES
Exhibit " A" to Resolution No. 2024- 042)
SECTION 1: PURPOSE
To establish a selection process for appointments to City advisory bodies including defining residency requirements, in accordance with Government Code sections 54970 et seq. This process acknowledges and is consistent with Government Code Section 40605, which requires that the elected mayor of a general law city solely has the authority to appoint, subject to council approval, to council committees, sub - committees. and commissions, as well as any regional bodies to which the council sends a delegate.

SECTION 2: SELECTION PROCESS FOR APPOINTEE BODIES
A. On or before December 31st of each year, the City Clerk shall prepare an appointment list of all regular and ongoing boards, commissions and committees that are appointed by the City Council of the City of Tracy. The list shall contain the following information:

1. A list of all appointee terms which will expire during the next calendar year, with the name of the incumbent appointee, the date of the appointment, the date the term expires and the necessary qualifications for the position.

2. A list of all boards, commissions and committees whose members serve at the pleasure of the Council and the necessary qualifications of each position.

3. The list of appointments shall be made available to the public for a reasonable fee that shall not exceed actual cost of production. The Tracy Public Library shall receive a copy of the list.

B. Whenever a vacancy occurs in any board, commission or committee, whether due to expiration of an appointee' s term, resignation, death, termination or other causes, a special notice shall be posted in the office of the City Clerk, The Tracy Public Library, the City website, and in other places as directed within twenty (20) days after the vacancy occurs. Final appointment to the board, commission or committee shall not be made by the City Council for at least ten (10) working days after the posting of the notice in the Clerk' s office. If Council finds an emergency exists, the Council may fill the unscheduled vacancy immediately.

C. Appointments shall be made for the remainder of the term created by the vacancy except as follows:

If appointee will fill an un -expired term with six months or less remaining, the appointment shall be deemed to be for the new term.

2. If the vacancyisfilledby an emergencyappointmentthe appointeeshallserveonly on an acting basis until the final appointment is made pursuant to section 2.

D. The Council and Mayor shall use the following selection process to provide an equal opportunity for appointment to a board, commission or committee:

The full Councilshall, in open sessionat a regularor special meeting, review applications, interview applicants and make figinformal recommendations of specific candidates for the Mayor to consider as proposed appointees for appointment to the board, commission or committee.

2. Upon receiving the recommendations of the Council, the Mayor will propose an appointee to the board, commission or committee, which proposed appointee shall be approved or disapproved, by majority vote, of the Council. The Mayor shall may endeavorto proposeappointeesthat are recommendedby the Council, butthe Mayor may propose alternate appointees pursuant to mayoral authority under Government Code 40605. The altemates shall
be
nhns n from
the eligibility list, '
f ' F
h
L

3. If the Councildisapprovesan appointeeproposedby the Mayor, the Mayorshall proposean alternateappointee, which shall be either approvedor disapprovedby the Council, by majority vote. This process shall continue until all vacancies on the board, commission or committee are filled; the Mayor may elect to reopen the application process-.

4. If there are more qualified candidates than the number of current vacancies, the Council may establish an eligibility list that will be used to fill future vacancies that occur in the following twelve ( 12) months.

E. Anindividualalreadyservingona CityofTracyboard, committeeor commissionmaynotbe appointed to serve on an additional City of Tracy board, committee, or commission concurrently.

SECTION 3: DEFINITION OF RESIDENCY REQUIREMENTS
A. The following definitionsshall be usedto determinewhether residencyrequirementsare met for boards and commissionsto which the Tracy City Councilappoints members:

1. TracyPlanningAreameansthegeographicalareadefinedintheCityofTracyGeneral Plan and any amendments thereto.

2. City of Tracy meanswithin the city limits of the City of Tracy.

3. Citizen meansa residentof the City of Tracy.
2 4. Tracy School Districtmeansthe geographicalarea served by the Tracy UnifiedSchool District.

5. Sphere of Influence shall be the geographical area approved by the Local Agency Formation Commission ( LAFCo) of San Joaquin County and any amendments thereto.

B. Residency, as defined above and as setforth inthe applicablebylawsfor each board or commission, shall beverified annuallyby the CityClerk. The residencymust be verifiable by any of the following means:

Voter registration,

2. Current California Driver' s License or Identification,

3. Utility bill information ( phone, water, cable, etc.),

4. Federal or State tax returns.

C. Members of boards or commissions shall notify the City Clerk in writing within thirty ( 30) days of any change in residency. If the change in residency results in the board member or commissioner no longer meeting the residency requirements, the member shall tender their resignation to the City Clerk who shall forward it to the City Council. 3 APPROTED AS TO FO'
i
CITY ' A• - . •

TRACY CITY COUNCIL
RESOLUTION NO. 2024- 184

WAIVING THE CITY COUNCIL APPOINTMENT PROCESS UNDER
RESOLUTION 2024- 042 AND DEFERRING, INSTEAD, TO THE INTERVIEW

PROCESS UNDER THE BYLAWS OF THE ENVIRONMENTAL

SUSTAINABILITY COMMISSION TO FILL YOUTH VACANCIES
WHEREAS, on March 19, 2024, the City Council amended the Council Policy Establishing a Selection Process for Appointments to City Advisory Bodies through Resolution 2024- 042 Appointment Policy); and
WHEREAS, Section D of the Appointment Policy defines the selection process, which requires the full City Council, in open session at a regular or special meeting, review applications, interview applicants, and make informal recommendations of specific candidates for the Mayor to consider as proposed appointees; and
WHEREAS, The City Council has established various boards and commissions over the years, and many of those bodies have adopted bylaws outline the processes for interviewing and recommending candidates to fill vacancies on the respective bodies; and WHEREAS, These processes in the bylaws now conflict with the recently adopted Appointment Policy; and
WHEREAS, As the Appointment Policy most accurately reflects the State law applicable to general law cities, it would supersede any conflicting bylaws; and WHEREAS, The City Council retains the discretion to approve an alternative process ( as long as it is otherwise consistent with State law) that may be proposed by the Mayor, who retains the sole power to appoint ( subject to the approval of the Council body) to the City' s boards and commissions; and
WHEREAS, On October 1, 2024, the City Council held a special meeting to interview and make recommendations to the Mayor for appointments for two adult vacancies on the YAC, and the City has received 16 applications to fill youth vacancies on the YAC; and WHEREAS, For efficiency, Mayor Young, motioned, and the Council body approved, that the Appointment Policy be suspended this one time and have the youth be interviewed through the process outlined in the YAC bylaws instead; and
WHEREAS, The Environmental Sustainability Commission ( ESC) Bylaws are inconsistent with the Appointment Policy in that they call for a specific selection panel to review new applications, youth and adults alike, and make recommendations for appointment to the City Council; and
Attachment B
Resolution 2024- 184

Page 2 ends

WHEREAS, On May 15, 2024, the City Clerk opened a recruitment to fill two (2) youth vacancies on the ESC giving youth an opportunity to apply prior to summer vacation, however, only one application has been received and recruitment remains open to date; and WHEREAS, Staff requested that the same action be taken for the youth vacancies on the Environmental Sustainability Commission allowing for the selection process through the existing ESC bylaws; and
WHEREAS, Once applicants are selected under the process in the existing bylaws, recommendations will be brought back to the Mayor for appointment and City Council for approval; and
NOW, THEREFORE, be it resolved as follows:

RESOLVED: That the above recitals are true and correct and incorporated herein; and be it,
FURTHER RESOLVED: That the City Council of the City of Tracy, hereby waives the standard interview policy under Resolution 24-042 and defers to the bylaws of the Environmental Sustainability Commission for the selection and recommendation of candidates for youth vacancies; and be it
FURTHER RESOLVED: That staff will return to City Council with recommendations of candidates to fill available vacancies upon completion of the interview process.

The foregoing Resolution 2024- 184 was adopted by the Tracy City Council on October 15, 2024, by the following vote:

AYES: COUNCIL MEMBERS: ARRIOLA, BEDOLLA, EVANS, DAVIS, YOUNG NOES: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: NONE
ABSTENTION: COUNCIL MEMBERS: NONE
NANCY D. YOUN3C / U Ar
Mayor of the City of Tracy, Califor a
ATTEST: 6:)" --

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

APPROVED AS TO FORM AND LEGALITY

CITY ATTORNEY’S OFFICE

TRACY CITY COUNCIL
RESOLUTION NO.

APPROVING THE APPOINTMENT OF LEAH SHOAITO, AS THE ENVIRONMENTAL

SUSTAINABILITY COMMISSION YOUTH COMMISSIONER, FOR THE REMAINDER OF A ONE (1) YEAR TERM ENDING ON JULY 31, 2025

WHEREAS, the City Council has established various boards and commissions over the years, and many of those bodies have adopted bylaws outlining the processes for interviewing and recommending candidates to fill vacancies on the respective bodies; and WHEREAS, these processes in the Environmental Sustainability Commission (ESC) Bylaws now conflict with the recently adopted Appointment Policy; and WHEREAS, as the Appointment Policy most accurately reflects the State law applicable to general law cities, it would supersede any conflicting bylaws; and

WHEREAS, the City Council retains the discretion to approve an alternative process (as long as it is otherwise consistent with State law) that may be proposed by the Mayor, who retains the sole power to appoint (subject to the approval of the Council body) to the City’s boards and commissions; and
WHEREAS, on October 1, 2024, the City Council held a special meeting to interview and make recommendations to the Mayor for appointments for two adult vacancies on the Youth Advisory Commission (YAC), and the City had received 16 applications to fill youth vacancies on the YAC; and
WHEREAS, for efficiency, Mayor Young motioned, and the Council body approved, that the Appointment Policy be suspended and have the youth be interviewed through the process outlined in the YAC Bylaws instead; and

WHEREAS, Mayor Young requested a similar process be applied to fill the youth vacancies on the ESC which was seconded by Council Member Bedolla; however, as the ESC request was not included in the agendized item for that special meeting, staff had to bring the request back to the City Council at a later date as a separate request; and WHEREAS, on October 15, 2024, staff returned with the item and the City Council waived the City Council Appointment Policy under Resolution 2024-042 and deferred, instead, to the interview process under the Bylaws of the ESC to fill youth vacancies (Resolution 2024- 184); and
WHEREAS, the Bylaws of the ESC call for a selection panel to review new applications and make recommendations for appointment to the City Council; and WHEREAS, recruitment for the youth Commissioners began on May 15, 2024, and only Resolution 2024-

Page 2 ends

one application was received; and

WHEREAS, on Friday, November 8, 2024, the interview and selection panel held an interview with the applicant, Leah Shoaito; and

WHEREAS, the interview and selection panel recommend Leah Shoaito for one of two vacant youth Commissioner positions on the ESC; and

WHEREAS, the Mayor accepted the panel’s recommendation for her proposed appointee; now therefore, be it
RESOLVED, that the City Council of the City of Tracy hereby approves the appointment of Leah Shoaito, as the ESC youth Commissioner, for the remainder of a one (1) year term ending on July 31, 2025, as recommended by the interview and selection panel convened pursuant to the ESC Bylaws and as proposed by the Mayor.

* * * * * * * * * * * * * *
The foregoing Resolution 2024- was passed and 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
December 3, 2024

Agenda Item 1.D

RECOMMENDATION
Staff recommends that the City Council adopt a resolution:

(1) authorizing a construction contingency of $1,500,000 for the contract awarded to O.C.

Jones & Sons, Inc., pursuant to Resolution 2024-085, and (2) authorizing the City Manager to approve change orders up to the contingency amount, if needed.

EXECUTIVE SUMMARY

This agenda item seeks the adoption of a resolution by City Council authorizing a construction contingency of $1,500,000 to O.C. Jones & Sons, Inc. for the Interstate 580/International Parkway/Patterson Pass Road Diverging Diamond Interchange, Capital Improvement Project 73147 (Project) awarded pursuant to Resolution 2024-085 adopted by City Council on June 4, 2024. Staff is also requesting an authorization for the City Manager to approve change orders up to the contingency amount if needed. Due to limited resources availability at the time of contract award, no contingency was approved. Staff has worked with the Finance Department to re-prioritize resources and has sufficient funding available to request authorization of a partial construction contingency to be made available as the Project moves forward with construction.

BACKGROUND AND LEGISLATIVE HISTORY
The Project was approved as a CIP within the Fiscal Year 2015/2016 Budget. As the Project Sponsor, the City of Tracy has partnered with the California Department of Transportation (Caltrans) throughout its development. This Project is critical for the region, improving access to the expanding fulfillment and distribution centers, enhancing safety, and benefiting both the regional and national economies. Additionally, it will improve freight operations along a federal Primary Freight Network (PFN) Route. In 2020, the City secured a $24.9 million grant from the California Transportation Commission (CTC) for the construction phase. This grant was later reprogrammed as Federal National Highway Freight Program (FNHFP) funds without a change in the amount.

The Project consists of reconstructing the existing interchange into a Diverging Diamond Interchange (DDI), similar to the one located at State Route (SR) 120 and Union Road in Manteca. The DDI will reroute traffic to the opposite side of the road when crossing Interstate 580 (I-580), allowing for direct left turns onto I-580 on-ramps and from I-580 off-ramps, enabling free-flowing movement. Traffic signals will be installed where traffic switches sides and ramp entrances will be widened to accommodate turning movements. The over-crossing will also be expanded to include three northbound lanes, two southbound lanes, Class II bike lanes, and a multi-use path for both bicyclists and pedestrians located in the center of the over- crossing. The DDI will maintain access to the gas station west of I-580 through the construction of a new public roadway, realigning access to accommodate the interchange’s new design.

Agenda Item 1.D
December 3, 2024

Page 2 ends

Currently, the existing interchange lacks pedestrian and bicycle facilities on Patterson Pass Road’s overcrossing and approaches. The Project will address this deficiency by implementing a complete streets design, adding Class II bike lanes and sidewalks to serve all roadway users.

On February 21, 2023, the City Council passed Resolutions of Necessity (RONs), authorizing the acquisition of fee simple interests, permanent easements, and temporary construction easements necessary for the Project’s construction. To secure the $24.9 million Trade Corridor Enhancement Program (TCEP) grant and achieve Ready to List status with Caltrans, the City adopted Resolution Nos. 2023-035, 2023-036, 2023-037, and 2023-038, on the same date, to initiate Eminent Domain proceedings for the required property acquisitions.

Subsequently, Resolution No. 2023-043 approved Utility Agreements for relocating existing utilities, while Resolution No. 2023-044 authorized the execution of a Cooperative Agreement between the City and Caltrans, as well as the Right-of-Way Certification.

The Professional Services Agreement (PSA) between the City and Mark Thomas and Company was authorized under Resolution No. 2018-216, with an amendment approved under Resolution No. 2022-072. This agreement covered the Project’s design, including plans, specifications, and estimates.

On June 4, 2024, through Resolution 2024-085, the City Council awarded the construction contract to O.C. Jones & Sons, Inc., for a total not-to-exceed amount of $42,587,374.

On July 2, 2024, per Resolution 2024-117, the City Council approved a Professional Services Agreement with Dewberry Engineers, Inc. to provide construction management services for the Project in the amount of $4,298,958.

ANALYSIS

Staff has issued the construction notice to the contractor to proceed with the Project, officially marking the start of the work. Construction projects of this scale often encounter site conditions that were not anticipated during the planning phase. These can include unexpected soil conditions, unanticipated utility relocations, environmental concerns, site-specific challenges, or other unplanned complications. Due to limited resource availability at the time of contract award, no contingency was approved. Staff has worked with Finance to reprioritize resources and has sufficient funding available to request authorization of a partial construction contingency to be made available as the Project moves forward with construction.

Authorizing a construction contingency of $1,500,000 ensures that the Project can respond effectively to these unforeseen conditions. This contingency helps prevent delays and cost overruns that would otherwise hinder the progress of the Project, ensuring that the Project continues to move forward with minimal disruption and stays aligned with its overall objectives.

Granting the City Manager the authority to execute the necessary change orders under TMC Section 2.20.090(b) allows for rapid decision-making regarding necessary changes as they arise during construction. This streamlined authority helps keep the Project moving forward, which is critical to minimizing impacts on Tracy residents and commuters who utilize the interchange.

Agenda Item 1.D
December 3, 2024

Page 3 ends

FISCAL IMPACT

The I-580/International Parkway/Patterson Pass Road Interchange, Capital Improvement Project 73147, is a CIP approved by the City, with current budget approval as follows:

Funding Source Budget Expenses Balance
242 - Measure K $ 2,541,000 $ 2,541,000 $ -
245 - Gas Tax $ 1,494,125 $ - $ 1,494,125
TCEP Grant $ 24,884,000 $ 24,884,000 $ -
363 - TIMP Traffic $ 17,032,624 $ 16,377,732 $ 654,892
392 - RTIF $ 7,952,000 $ 7,952,000 $ -
Current Budget $ 53,903,749 $ 51,754,732 $ 2,149,017

Any authorized change orders under this resolution will be subject to funding availability, and finance review and approval before payment is issued, thus ensuring adequate safeguards are in place to keep the Project within the budget approved by the City Council.

PUBLIC OUTREACH/ INTEREST

Caltrans and the City of Tracy circulated the draft Initial Study/Mitigated Negative Declaration (IS/MND), in compliance with the California Environmental Quality Act (CEQA), for public comment and review on July 1, 2020. An opportunity for a public meeting was offered, but none was requested. All written comments received were addressed in the final IS/MND and in the Categorical Exclusion Determination (CE) in compliance with the National Environmental Protection Act (NEPA). The Resolutions of Necessity hearing for the required property acquisitions for the Project was conducted by City Council on February 21, 2023.

COORDINATION

The City’s Engineering Division coordinated with several stakeholders, including Caltrans, San Joaquin County, San Joaquin Council of Governments (SJCOG), Federal Highway Administration (FHWA), California Public Utility Commission, and public and private utility companies.

CEQA DETERMINATION

As the Project has federal funds, compliance with both CEQA and NEPA are required. The Final IS/MND (CEQA Approval), in accordance with Section 15164 of the CEQA Guidelines, and the CE (NEPA Approval) for the Project was obtained on February 25, 2021, under 23 USC 327.

The request was reviewed under the provision of NEPA and other pertinent environmental reviews.

STRATEGIC PLAN

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.

Agenda Item 1.D
December 3, 2024

Page 4 ends

ACTION REQUESTED OF THE CITY COUNCIL

Staff recommends that the City Council, by resolution:

(1) authorizes a construction contingency of $1,500,000 for the contract awarded to O.C. Jones & Sons, Inc., pursuant to Resolution 2024-085, and
(2) authorizes the City Manager to approve change orders up to the contingency amount, if needed.

Prepared by: Lauren Gonzalez, Management Analyst II
Sharat Bandugula, PE, Senior Civil Engineer
Reviewed by: Koosun Kim, PE, City Engineer
Sara Castro, Finance Director
Kamalpreet Gill, Deputy City Attorney
Karin Schnaider, Assistant City Manager
Approved by: Midori Lichtwardt, City Manager

APPROVED AS TO FORM AND LEGALITY

CITY ATTORNEY’S OFFICE

TRACY CITY COUNCIL
RESOLUTION NO.

1) AUTHORIZING A CONSTRUCTION CONTINGENCY OF $1,500,000 FOR THE CONTRACT AWARDED TO O.C. JONES & SONS, INC., PURSUANT TO RESOLUTION 2024-085, AND

(2) AUTHORIZING THE CITY MANAGER TO APPROVE CHANGE ORDERS UP TO THE CONTINGENCY AMOUNT, IF NEEDED.

WHEREAS, the I-580 and International Parkway/Patterson Pass Road Interchange Project, Capital Improvement Project 73147, (Project) was approved as a Capital Improvement Project (CIP) within the Fiscal Year 2015/2016 Budget; and

WHEREAS, as the Project Sponsor, the City of Tracy has partnered with the California Department of Transportation (Caltrans) throughout its development; and WHEREAS, this Project is critical for the region, improving access to the expanding fulfillment and distribution centers, enhancing safety, and benefiting both the regional and national economies; and

WHEREAS, on June 4, 2024, pursuant to Resolution 2024-085, the City Council awarded the construction contract to O.C. Jones & Sons, Inc., for a total not-to-exceed amount of $42,587,374; and
WHEREAS, on July 2, 2024, per Resolution 2024-117, the City Council approved a Professional Services Agreement with Dewberry Engineers, Inc. to provide construction management services for the Project in the amount of $4,298,958; and

WHEREAS, due to limited resources availability at the time of contract award, no contingency was approved; and
WHEREAS, engineering staff has worked with the Finance Department to reprioritize resources and has sufficient funding available to request authorization of a partial construction contingency to be made available as the Project moves forward with construction; and

WHEREAS, the construction notice-to-proceed with the Project has been issued to the contractor, officially marking the start of the work. Construction projects of this scale often encounter site conditions that were not anticipated during the planning phase. These can include unexpected soil conditions, unanticipated utility relocations, environmental concerns, site-specific challenges, or other unplanned complications; and

Resolution 2024-

Page 2 ends

WHEREAS, staff is requesting the City Council to authorize a construction contingency up to the not-to-exceed amount of $1,500,000 for O.C. Jones & Sons, Inc., which will ensure that the Project can respond effectively to these unforeseen conditions and will help prevent delays and cost overruns that would otherwise hinder the progress of the Project, ensuring that the Project continues to move forward with minimal disruption and stays aligned with its overall objectives; and

WHEREAS, staff is also requesting the City Council to authorize the City Manager to execute the necessary change orders up to the contingency amount; and WHEREAS, the Final IS/MND (CEQA Approval), in accordance with Section 15164 of the CEQA Guidelines, and the CE (NEPA Approval) for the Project was obtained on February 25, 2021, under 23 USC 327; and, therefore, be it
RESOLVED: That the City Council of the City of Tracy hereby authorizes a construction contingency of $1,500,000 for the contract awarded to O.C. Jones & Sons, Inc., pursuant to Resolution 2024-085; and be it

FURTHER RESOLVED: That the City Council authorizes the City Manager to approve change orders up to the contingency amount, if needed; and be it

FURTHER RESOLVED: That actions authorized herein are consistent with the Project that was reviewed per the Final IS/MND under the California Environmental Quality Act (CEQA) and in accordance with Section 15164 of the CEQA Guidelines, and the Categorial Exemption under the National Environmental Pollution Act that was obtained on February 25, 2021, under 23 U.S.C. 327.

* * * * * * * * * * * * * *

The foregoing Resolution 2024- was adopted by the Tracy City Council on 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
December 3, 2024
Agenda Item 1.E

RECOMMENDATION
Staff recommends that the City Council adopt a resolution approving an On-Call Professional Services List, for five years, of qualified consultants to provide Transportation Grant Writing, Grant Preparation, and Grant Management Consulting Services.

EXECUTIVE SUMMARY
This agenda seeks the adoption of a Resolution by the City Council approving an On-Call List for qualified consultants to provide services related to writing, preparation, and management of Transportation grants. The list is comprised of consultants selected through a competitive solicitation process and would expire in five (5) years.

The approval of this On-Call List will enhance efficiency as it would enable the City to contract with one of the firms on the list without undergoing individual procurement processes for each project. As some projects may be small or urgent, On-Call Lists provide public agencies to be nimble with procurement, in a transparent and fair manner. The On-Call List does not bind the City or its budget to a particular scope of work or even guarantee work with any of the noted firms until the City elects to enter into specific contracts with any of the firms. Staff would still return to the City Council for approval of a project-specific Grant Writing, Grant Preparation, and Grant Management Services Agreement to obtain requisite budgetary or contracting authority in accordance with the Tracy Municipal Code.

BACKGROUND AND LEGISLATIVE HISTORY
On-Call Lists entail the practice of prequalifying consultants to be available at specific times for specific expertise areas, so that the City may utilize them on an as-needed basis by the terms outlined in separate agreements between the City of Tracy and qualified consultants.

On August 27, 2024, staff followed established procedures in accordance with Tracy Municipal Code, Section 2.20.140, and conducted a Request for Proposal (RFP) to solicit experienced and qualified consultants to provide On-Call Transportation Grant Writing, Grant Preparation, and Grant Management Consulting Services for Engineering projects. The requested services include but are not limited to, monitoring and identification of transportation funding opportunities, grant application preparation including writing, graphics, maps, budgets, and schedules, development of scopes of work and budgets needed to implement projects, preparing easy-to-read and organized grant submittals that meet all application requirements, outreach and communications support and expertise, e.g., written, graphic, survey, and web page development, effective outreach methods communications support and expertise with equity and business communities both for any advance work needed in the preparation of a
grant application and knowledge in developing outreach and communication efforts as part of a grant's scope of work, transportation planning with expertise in active transportation, transit, and other modes, complete streets, safe systems approach, and systemic analysis, minor conceptual or preliminary design development to illustrate needed improvements to bring projects to a competitive stage for grant submittal, strategic planning/engineering, detailed design, and deployment in support of a grant application, data analysis and mapping, Agenda Item 1.E
December 3, 2024

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preparation of Project Study Reports (PSRs) or PSR equivalents, provide assistance with the ongoing management of awards such as project set-up, quarterly/annual reporting, and labor compliance.

On September 13, 2024, the City received five (5) proposals. The City's internal Selection Committee, Sharat Bandugula, Acting Assistant City Engineer, Habibullah Habib, Associate Engineer, and D'Evelyn Spekner, Associate Engineer, carefully evaluated all five (5) proposals received based on the criteria described in the RFP. The committee has reviewed and determined that all five (5) consultant firms possess the skills, experience, competence, professional qualifications, and certifications required to provide the services requested by the City and should remain on the On-Call List for five (5) years.

The goal of the City's grant program is to secure funding for services and projects that otherwise are unfunded or would be required to utilize local tax dollars.

ANALYSIS
The City of Tracy Engineering Division consists of the following units: Capital Improvement Projects (CIP) and Traffic Engineering, which collectively oversee a variety of projects. The proposed projects require at least one of the following Transportation Grant Writing, Grant Preparation, and Grant Management Consulting Services outlined in the RFP. The proposed On-Call List will allow staff to increase their current workload capacity to keep up with the demand for delivering projects in a timely fashion and also increase efforts in researching and submitting grant applications for all aspects of the City's current and future transportation system network.

The Selection Committee has completed an extensive review of all five (5) proposals received and is recommending that all five (5) On-Call consultants remain on the On-Call List. The table below lists the On-Call consultants and the services they will be providing.

Consultant Service Provided
Mark Thomas & Company, Inc.

Transportation Grant Writing, Grant
Preparation, and Grant
Management Consulting Services
Evan Brooks Associates, Inc.

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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 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 agreement.

FISCAL IMPACT
There will be no fiscal impact from this Resolution. If and when the need for these services arises, staff will return to City Council to request approval for individual Master Professional Services Agreements with stated contract costs, and budgetary appropriations if needed.

CEQA DETERMINATION
The approvals requested in this item are "planning and feasibility services" and, therefore, are 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.

STRATEGIC PLAN
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.

ACTION REQUESTED OF THE CITY COUNCIL
Staff recommends that the City Council adopt a resolution to approve an On-Call Professional Services List, for five years, of qualified consultants to provide Transportation Grant Writing, Grant Preparation, and Grant Management Consulting Services.

Prepared by: Habibullah Habib, PE, Associate Civil Engineer Sharat Bandugula, PE, Acting Assistant City Engineer
Reviewed by: Koosun Kim, PE, City Engineer
Sara Castro, Finance Director
Kamalpreet Gill, Deputy City Attorney
Karin Schnaider, Assistant City Manager
Approved by: Midori Lichtwardt, City Manager

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

TRACY CITY COUNCIL
RESOLUTION 2024-_____

APPROVING AN ON-CALL PROFESSIONAL SERVICES LIST, FOR FIVE

YEARS, OF QUALIFIED CONSULTANTS TO PROVIDE TRANSPORTATION

GRANT WRITING, GRANT PREPARATION, AND GRANT MANAGEMENT
CONSULTING SERVICES.

WHEREAS, the City of Tracy (City) has a variety of Capital Improvement Projects (CIP), Land Development projects, and Transportation and Traffic projects requiring specialized professional services; and
WHEREAS, the City requires the support of professional, technical, and related services from outside firms to perform these tasks; and
WHEREAS, on August 27, 2024, staff, following established procedures in accordance with Tracy Municipal Code, Section 2.20.140, posted on the City’s website a Request for Proposals (RFP) to solicit experienced and qualified consultants to provide on-call Transportation Grant Writing, Grant Preparation, and Grant Management Consulting Services engineering projects; and
WHEREAS, the requested services include but are not limited to, monitoring and identification of transportation funding opportunities, grant application preparation including writing, graphics, maps, budgets, and schedules, development of scopes of work and budgets needed to implement projects, preparing easy-to-read and organized grant submittals that meet all application requirements, outreach and communications support and expertise, e.g., written, graphic, survey, and web page development, effective outreach methods communications support and expertise with equity and business communities both for any advance work needed in the preparation of a grant application and knowledge in developing outreach and communication efforts as part of a grant’s scope of work, transportation planning with expertise in active transportation, transit, and other modes, complete streets, safe systems approach, and systemic analysis, minor conceptual or preliminary design development to illustrate needed improvements to bring projects to a competitive stage for grant submittal, strategic planning/engineering, detailed design, and deployment in support of a grant application, data analysis and mapping, preparation of Project Study Reports (PSRs) or PSR equivalents, a ssist with the ongoing management of awards such as project set-up, quarterly/annual reporting, and la
bor compliance; and
WHEREAS, on September 13, 2024, the City received five (5) proposals to provide the required services. The table below lists all five (5) On-Call consultants and the proposed services:

Resolution 2024-_____

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Consultant Service Provided
Mark Thomas & Company, Inc.

Transportation Grant Writing, Grant
Preparation, and Grant Management
Consulting Services
Evan Brooks Associates, Inc.

Transportation Grant Writing, Grant
Preparation, and Grant Management
Consulting Services
Grant Strategy Solutions
Transportation Grant Writing, Grant
Preparation, and Grant Management
Consulting Services
DKS Associates
Transportation Grant Writing, Grant
Preparation, and Grant Management
Consulting Services
Interwest Consulting Group
Transportation Grant Writing, Grant
Preparation, and Grant Management
Consulting Services
; and
WHEREAS, the City’s internal Selection Committee carefully evaluated all five (5) proposals received based on the criteria described in the RFP, and determined that all five (5) possess the skills, experience, competence, professional qualifications, and certifications required to provide the services requested by the City and should remain on the On-Call List; and
WHEREAS, the City will utilize such services on an On-Call basis, and the City will execute Master Professional Services Agreements (MPSA) with each consultant and issue Task Orders for the scope of work needed, through future City Council action, as may be needed to comply with the Tracy Municipal Code; and
WHEREAS, there will be no fiscal impact from this Resolution, if and when the need for these services arises, staff will return to City Council to request approval for individual Master Professional Services Agreements (MPSA) with stated contract costs, and budgetary appropriations if needed; and
WHEREAS, the approvals requested in this item are “planning and feasibility services” and, therefore, are 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; and now, therefore, be it
RESOLVED: That the City Council of the City of Tracy, hereby approves an On-Call Professional Services List, for five (5) years, for Transportation Grant Writing, Grant Preparation, and Grant Management Consulting Services with DKS Associates, Evan Brooks Associates, Inc., Interwest Consulting Group, Grant Strategy Solutions, and Mark Thomas & Company, Inc.; and be it
FURTHER RESOLVED: That the City Council directs staff to return for future approvals of any specific agreement with any specific firm listed on the foregoing On-Call List, to the extent may be needed for either budgetary or contract authority under the Tracy Municipal Code; and be it
Resolution 2024-_____

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FURTHER RESOLVED: The approval requested in this item is “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.
* * * * * * * * * * * * * *
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
December 3, 2024

Agenda Item 1.F

RECOMMENDATION
Staff recommends that the City Council adopt the following, each by separate resolution:

(A) approving an On-Call List, for five years, of qualified consultants for Traffic Engineering Services; and
(B) approving (1) the execution of six separate Master Professional Services Agreements, each with an initial term of three years and a not-to-exceed fiscal year amount of $250,000, with each of the listed qualified consultants: Advanced Mobility Group, DKS Associates, Fehr & Peers, Interwest Consulting Group, TJKM, and W-Trans; and (2) an administrative extension for up to two years based on satisfactory performance for each Master Professional Services Agreement, if needed.

EXECUTIVE SUMMARY

This agenda item seeks approval of an On-Call List for five years of qualified consultants to provide Traffic Engineering Services and concurrently seeks approval of the execution of six separate Master Professional Services Agreements (MPSAs) with Advanced Mobility Group, DKS Associates, Fehr & Peers, Interwest Consulting Group, TJKM, W-Trans selected from this On-Call List, each to provide these services for an initial term of three years and a total not to exceed amount of $250,000 per fiscal year. Staff is also requesting an administrative extension for each MPSA for up to two additional years, based on performance, if needed.

Pursuant to public bidding requirements in Tracy Municipal Code Sections 2.20.140(a)(2) and

2.20.130 for professional services, staff recently published a Request for Proposals (RFP) for On-Call Traffic Engineering Services. On September 13, 2024, staff received and reviewed all seven (7) proposals received and determined that all seven (7) consultants demonstrated they were qualified and responsible proposers and met the City’s needs for competence and professional qualifications necessary for the satisfactory performance of the anticipated scopes of work. Staff is recommending that these seven (7) consultants be deemed qualified to remain on the On-Call List. Simultaneously, staff is recommending the authorization to execute separate MPSAs with six (6) of the seven (7) qualified consultants, as Kimley-Horn & Associates has an existing MPSA with the City, which will be updated upon expiration, based upon performance, if needed.

BACKGROUND AND LEGISLATIVE HISTORY

On-Call Lists entail the practice of prequalifying consultants to be available at specific times for specific expertise areas so that the City may utilize them on an as-needed basis according to the terms outlined in separate MPSAs between the City of Tracy and qualified consultants.

Whenever staff shortages, peaking workloads, or project complexity mandates external assistance, consultants have been called upon to perform various tasks needed to complete work. Currently, the City has one active MPSA for On-Call Traffic Engineering Services but has utilized several different firms for Land Development, Capital Improvement Projects (CIP), and On-Call services as needed to support Engineering initiatives. Having multiple firms retained for Agenda Item 1.F
December 3, 2024

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the necessary work will ensure that the various services can be obtained in a timely manner.

On August 26, 2024, staff followed established procedures in accordance with Tracy Municipal Code, Section 2.20.140, and conducted a Request for Proposal (RFP) to solicit experienced and qualified consultants to provide On-Call Traffic Engineering Services for Engineering projects. The requested 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 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.

On September 13, 2024, the City received seven (7) proposals. The City’s internal Selection Committee, Sharat Bandugula, Acting Assistant City Engineer; Habibullah Habib, Associate Engineer; and Lauren Gonzalez, Management Analyst II, carefully evaluated all seven (7) proposals received based on the criteria described in the RFP. In making this determination, the committee considered the following factors:

• The experience and past performance of the firm, its agents, and employees in completing projects of various types, sizes, and complexity. • The firm’s ability to provide timely and accurate documentation and traffic engineering assistance.
• The flexibility of the proposal is based on past performance, cost schedules, and methodologies used by the firm to complete projects.
• The firm’s understanding of the work to be completed is based upon the clarity of the proposal and responsiveness to the Request for Proposal.

The committee has reviewed and determined that all of the consultant firms possess the skills, experience, competence, professional qualifications, and certifications required to provide the services requested by the City and should remain on the On-Call List for five (5) years.

ANALYSIS

The City of Tracy Engineering Division consists of the following units: CIP, Land Development, and Traffic Engineering, which collectively oversee a variety of projects. The proposed projects require at least one of the following Traffic Engineering Services outlined in the RFP. The proposed On-Call List and MPSAs will allow staff to increase their current workload capacity to Agenda Item 1.F
December 3, 2024

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keep up with the demand for delivering projects in a timely fashion.

The Selection Committee has completed an extensive review of all seven (7) proposals received and is recommending that all seven (7) On-Call consultants remain on the On-Call List.

The table below lists the On-Call consultants and the services they will be providing.

Consultant Service Provided
Advanced Mobility Group Traffic Engineering Services
DKS Associates Traffic Engineering Services
Fehr & Peer Traffic Engineering Services
Interwest Consulting Group Traffic Engineering Services Kimley Horn & Associates Traffic Engineering Services
TJKM Traffic Engineering Services
W-Trans Traffic Engineering Services

This 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. Having previously undertaken the public contracting procedures for each consultant on the list, as 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 MPSA.

Of the seven (7) consultants selected on the On-Call List, Kimley Horn & Associates, Inc. currently has an MPSA to provide traffic engineering services, which is active through March 2025. To ensure minimal interruption to existing approved task orders under the active MPSA, staff determined it is in the best interest of the City to review the MPSA with Kimley Horn & Associates upon expiration of the current MPSA. At such time, staff will bring the item to Council for approval of a new MPSA for On-Call traffic engineering services as required.

The proposed MPSAs would enable Engineering Staff to utilize these consultants on an On-Call basis on various projects for a three fiscal year term expiring June 30, 2028, with an option to administratively extend for two (2) consecutive one (1) year terms based on the performance if needed. Each MPSA would be subject to a not-to-exceed amount of $250,000 per fiscal year.

As noted above, having an On-Call List of qualified consultants will enable staff to better manage staff shortages, peaking workloads, and complex projects. Supplemental traffic engineering services for CIP and Land Development projects are currently pending. In addition to approving the On-Call List, staff recommends the City Council authorize the execution of the separate MPSAs with six (6) of the qualified consultants from the list: Advanced Mobility Group, DKS Associates, Fehr & Peers, Interwest Consulting Group, TJKM, and W-Trans.

The proposed MPSAs specify that the City may allocate work to each firm selected based upon the City’s budget, Cost Recovery Agreements, Capital Project funding, the required services needed at the time, and the competitiveness and quality of each proposal to satisfy the City’s needs most efficiently and economically for the specified services.

Agenda Item 1.F
December 3, 2024

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FISCAL IMPACT

The cost of the work performed by the Advanced Mobility Group, DKS Associates, Fehr & Peers, Interwest Consulting Group, TJKM, and W-Trans will be cost recoverable in part through the developer’s fee, Capital Improvement Project budgets, or Federal and State grant funds.

Funding for the MPSA with Advanced Mobility Group, DKS Associates, Fehr & Peers, Interwest Consulting Group, TJKM, and W-Trans exists on an annual basis within the department’s annual adopted budget, and the amount expended between all consultants may not exceed the annual budget appropriation. The contract includes the ability to terminate if there is insufficient budget availability.

CEQA DETERMINATION
The approvals requested in this item are “planning and feasibility services” and, therefore, are 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.

STRATEGIC PLAN

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.

ACTION REQUESTED OF THE CITY COUNCIL

Staff recommends that the City Council adopt the following, each by separate resolution:

(A) approves an On-Call List, for five years, of qualified consultants for Traffic Engineering Services; and

(B) approves (1) the execution of six separate Master Professional Services Agreements, each with an initial term of three years and a not-to-exceed fiscal year amount of $250,000, with each of the listed qualified consultants: Advanced Mobility Group, DKS Associates, Fehr & Peers, Interwest Consulting Group, TJKM, and W-Trans; and (2) an administrative extension for up to two years based on satisfactory performance for Master Professional Services Agreement, if needed.

Prepared by: Habibullah Habib, PE, Associate Civil Engineer Sharat Bandugula, PE, Acting Assistant City Engineer

Reviewed by: Koosun Kim, PE, City Engineer
Sara Castro, Finance Director
Kamalpreet Gill, Deputy City Attorney
Karin Schnaider, Assistant City Manager
Approved by: Midori Lichtwardt, City Manager
Agenda Item 1.F
December 3, 2024

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ATTACHMENTS

Attachment A – Master Professional Service Agreement with Advanced Mobility Group Attachment B – Master Professional Service Agreement with DKS Associates Attachment C – Master Professional Service Agreement with Fehr & Peers Attachment D – Master Professional Service Agreement with Interwest Consulting Group Attachment E – Master Professional Service Agreement with TJKM Attachment F – Master Professional Service Agreement with W-Trans 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. _____________.

Attachment A
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.

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

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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.

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

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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.

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 C onsultant.
[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. 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. 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. 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. 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. Determine 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
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CITY OF TRACY

MASTER PROFE SSIONAL SERVICES AGREEMENT WITH
DKS Associates for T raffic 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 Professi onal 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 futu re 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, 2 024, 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, 2 024, 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 agre
ement 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 Secti
on 2.20.140 (3), [and City Council Resolution No. _____________.

Attachment B
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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.

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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 – M aster Professional Services Agreement with DKS Associates

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by law and includes defending the City as set forth i n 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. I nsurance. Consultant shall, throughout the duration of this Agreement, maintain insurance to cover Consultant, its agents, representatives, and em ployees 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 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 Workers’ Compensation co
verage 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. C
onsultant 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 vo
lunteers) shall be named as an additional “insured.”

5.5.2 For any claims related to this Agreement, Consultant’s coverage shall be primary i
nsurance 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. C onsultant 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. A ll 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. C onsultant 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. 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

Page 7 of 15 ends

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.

City of Tracy – M aster Professional Services Agreement with DKS Associates

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12.13 E ntire 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]

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

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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.

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

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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

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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

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EXHIBIT B
Compensation

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

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CITY OF TRA
CY

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 Pro
fessional 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 negotiati
ons 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. _____________.

Attachment C
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 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: 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 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 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

Page 4 of 14 ends

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.

5.1 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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6. Termination.

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

9. C
onflicts 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.

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: 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:

Cit
y Attorney
333 Civic Center Plaza
Tracy, CA 95376

12. Miscellaneous.

12.1 Standar d 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, City of Tracy – Master Professional Services Agreement with FEHR & PEERS

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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 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-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.

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

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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
Employer Tax ID No. ___________
By: Ly
sa 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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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.

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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)
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EXHIBIT B
Compens
ation

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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 D

City of Tracy – Master Professional Services Agreement with TJKM

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CITY

OF 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
Master 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.” Recit
als
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 Augus
t 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 Sep
tember 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. Aft
er 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. _____________.

Attachment E
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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: 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 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.

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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.

3.2.2 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. 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.

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 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

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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.

5.1 C
ommercial 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.

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

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.”

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6. Termination.

7. Ownership of Work.

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. C
onflicts 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 TJKM

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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: TJKM

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

Nayan Amin, TE
President
4305 Hacienda Drive, Suite 550
Pleasanton, CA 94588
With a copy to:

City 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 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 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-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.

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

City of Tracy – Master Professional Services Agreement with TJKM

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[S
IGNATURES ON FOLLOWING PAGE]

City of Tracy – Master Professional Services Agreement with TJKM

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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
TJKM
By: Nayan
Amin, TE
Title: President
Date: _______________________
Federal Empl
oyer Tax ID No. ___________
By: Ruta
Jariwala
Title: Secretary
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 Or
der Form
11/05/2024
94-2239515
11/05/2024
City of Tracy – Master Professional Services Agreement with TJKM

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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 TJKM

Page 11 of 15 ends

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 TJKM

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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:

Nayan Amin, TE, Principal-In-Charge
Erik Bjorklund, Senior Project Manager
Ruta Jariwala, PE, TE ,QA/QC Manager & Engineer of Record Vamsee Modugula ,Traffic Modeling Task Lead
Mark Doty, Transportation Planning Task Lead & Public Outreach Task Lead City of Tracy – Master Professional Services Agreement with TJKM

Page 13 of 15 ends

Rutvij Patel, EIT, Traffic Safety & Street Improvements Praveena Samaleti, Traffic Impact Studies Task Lead
Sandeep Paparaju, Traffic Operations/Studies Task Lead
Aayush Kalantri, Data Collection Task Lead
Aldo Fritz, AICP, Support Staff
Pranav Happa, PE, Support Staff
Esmaeil Balal, Ph.D, PE, Support Staff
Andrew Dickinson, Support Staff
Manuel Montero, Support Staff
Talha Majeed, Support Staff
Utsav Domadia, PE, Support Staff
Himangi Mutha, Support Staff
Girish Basavaraj, Support Staff
Nithin Bonga, Support Staff
Garvit Goya, Support Staff
City of Tracy – Master Professional Services Agreement with TJKM

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EXHIBIT B
Compens
ation

City of Tracy – Master Professional Services Agreement with TJKM

Page 15 of 15 ends

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
Attachment F

APPROVED AS TO FORM AND LEGALITY

CITY ATTORNEY’S OFFICE

TRACY CITY COUNCIL
RESOLUTION 2024-

APPROVING AN ON-CALL LIST, FOR FIVE YEARS, OF QUALIFIED CONSULTANTS FOR TRAFFIC ENGINEERING SERVICES.

WHEREAS, the City has a variety of Capital Improvement Projects (CIP), Land Development projects, and Transportation and Traffic projects requiring specialized professional services; and
WHEREAS, the City requires the support of professional, technical, and related services from outside firms to perform these tasks; and
WHEREAS, on August 26, 2024, staff, following established procedures in accordance with Tracy Municipal Code, Section 2.20.140, posted on the City’s website a Request for Proposals (RFP) to solicit experienced and qualified consultants to provide On-Call Traffic Engineering Services for various engineering projects; and

WHEREAS, the requested On-Call Traffic Engineering 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 580 (I-580) and Interstate 205 (I-205), identifying and monitoring the implementation of City Policy for reductions in Vehicle Miles Traveled (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, as shown in the table below:

Resolution 2024-

Page 2 ends

WHEREAS, the City’s internal Selection Committee carefully evaluated all seven (7) proposals received based on the criteria described in the RFP and determined that all seven (7) possess the skills, experience, competence, professional qualifications, and certifications required to provide the services requested by the City and should remain on the On-Call List; and
WHEREAS, the City will utilize such services on an On-Call basis, and the City will execute Master Professional Services Agreements with each consultant and issue Task Orders for the scope of work needed, through future City Council action, as may be needed to comply with the Tracy Municipal Code; now, therefore, be it

RESOLVED: That the City Council of the City of Tracy hereby approves an On-Call Master Professional Services List for five years, for Traffic Engineering Services; and be it FURTHER RESOLVED: That the City Council directs staff to return for future approvals of any specific agreement with any specific firm listed on the foregoing On-Call List, to the extent may be needed for either budgetary or contract authority under the Tracy Municipal Code; and be it
FURTHER RESOLVED: The approval requested in this item is “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 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

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 ADVANCED MOBILITY GROUP; AND (2) AN ADMINISTRATIVE EXTENSION, UP TO TWO YEARS, BASED ON SATISFACTORY PERFORMANCE, IF NEEDED.

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

Tracy City CouncilDecember 3, 2024

Tracy City Council
December 3, 2024