Agenda packet — Vallejo City Council, September 12, 2023 (part 2 of 7)

4.87%
Due
5/15/2028

0.00 1,521.88
1,521.88
01/15/2024
Paydown
44891RAC4
175,342.28
Hyundai Auto Receivables Trust
2020
-C A
3 0.38%
Due
5/15/2025
21,937.87

13.90 21,951.77
01/15/2024
Paydown
44933LAC7
239,715.85
Hyundai Auto Receivables Trust
2021
-A A
3 0.38%
Due
9/15/2025
21,799.42

34.54 21,833.96
01/15/2024
Paydown
44934KAC8
659,802.80
Hyundai Auto Receivables Trust
2021
-B A
3 0.38%
Due
1/15/2026
43,982.82
125.40
44,108.22
01/15/2024
Paydown
47787JAC2
305,000.00
John Deere Owner Trust
2022
-A A
3 2.32%
Due
9/16/2026
12,570.05
516.95
13,087.00
01/15/2024
Paydown
47787NAC3
20,780.32
John Deere Owner Trust
2020
-B A
3 0.51%
Due
11/15/2024
2,972.11

1.26 2,973.37
01/15/2024
Paydown
47789KAC7
3,438.34
John Deere Owner Trust
2020
-A A
3 1.1%
Due
8/15/2024
245.24

1.82 247.06
01/16/2024
Interest
78013XZU5
1,150,000.00
Royal Bank of Canada Note

2.55%
Due
7/16/2024

0.00 14,662.50
14,662.50
01/16/2024
Paydown
362554AC1
235,000.00
GM Financial Securitized Term
2021-4
A
3 0.68%
Due
9/16/2026
11,180.02

95.19 11,275.21
01/16/2024
Paydown
362585AC5
300,000.00
GM Financial Securitized ART
2022-2
A
3 3.1%
Due
2/16/2027
13,605.08
739.86
14,344.94
01/16/2024
Paydown
380146AC4
200,000.00
GM Financial Auto Receivables
2022-1
A
3 1.26%
Due
11/16/2026
9,273.88
171.47
9,445.35
01/20/2024
Interest
06051GGF0
1,000,000.00
Bank of America Corp Callable Note
1/20/2027

3.824%
Due
1/20/2028

0.00 19,120.00
19,120.00
01/20/2024
Paydown
92348KAV5
350,000.00
Verizon Master Trust
2022-5
A
1 A

3.72%
Due
7/20/2027
20,082.39
1,085.00
21,167.39
01/20/2024
Paydown
36265MAC9
640,000.00
GM Financial Auto Lease Trust
2022-1
A
3 1.9%
Due
3/20/2025
80,171.11
511.10
80,682.21
01/20/2024
Paydown
36266FAC3
390,000.00
GM Financial Auto Lease Trust
2022-2
A
3 3.42%
Due
6/20/2025
55,673.91
1,111.50
56,785.41
01/20/2024
Paydown
92290BAA9
95,059.60
Verizon Owner Trust
2020
-B A

0.47%
Due
2/20/2025
4,746.46

26.09 4,772.55
01/21/2024
Interest
3137EAEU9
1,075,000.00
FHLMC Note

0.375%
Due
7/21/2025

0.00 2,015.63
2,015.63
Execution Time: 7/4/2023 10:35:06 AM
Chandler Asset Management - CONFIDENTIAL

Page 57 ends

2.05%
Due
1/21/2025

0.00 11,787.50
11,787.50
01/21/2024
Paydown
43813RAC1
4,107.31
Honda Auto Receivables
2020-1
A
3 1.61%
Due
4/22/2024
373.89

2.51 376.40
01/21/2024
Paydown
43815GAC3
310,000.00
Honda Auto Receivables Trust
2021-4
A
3 0.88%
Due
1/21/2026
15,487.34
159.24
15,646.58
01/24/2024
Interest
06051GJH3
250,000.00
Bank of America Corp Callable Note Cont
10/24/2023

0.81%
Due
10/24/2024

0.00 3,724.72
3,724.72
01/25/2024
Paydown
3137FG6X8
1,835,000.00

FHLMC K
077
A
2 3.85%
Due
5/25/2028
28,535.29
5,344.97
33,880.26
01/25/2024
Paydown
05601XAC3
249,212.06
BMW Vehicle Lease Trust
2022-1
A
3 1.1%
Due
3/25/2025
27,931.73

77.15 28,008.88
01/25/2024
Paydown
05602RAD3
325,000.00
BMW Vehicle Owner Trust
2022
-A A
3 3.21%
Due
8/25/2026
28,818.54
607.94
29,426.48
01/25/2024
Paydown
3137BFE98
800,000.00

FHLMC K
041
A
2 3.171%
Due
10/25/2024

0.00 2,114.00
2,114.00
01/26/2024
Interest
3133EKWV4
500,000.00
FFCB Note

1.85%
Due
7/26/2024

0.00 4,625.00
4,625.00
01/31/2024
Interest
912828Z78
500,000.00
US Treasury Note

1.5%
Due
1/31/2027

0.00 3,750.00
3,750.00
01/31/2024
Interest
91282CCP4
1,000,000.00
US Treasury Note

0.625%
Due
7/31/2026

0.00 3,125.00
3,125.00
01/31/2024
Maturity
9128285Z9
1,000,000.00
US Treasury Note

2.5%
Due
1/31/2024
1,000,000.00
12,500.00
1,012,500.00
JAN 2024
1,780,680.90
170,687.11
1,951,368.01
02/06/2024
Maturity
756109BD5
750,000.00
Realty Income Corp Callable Note Cont
11/6/2023

4.6%
Due
2/6/2024
750,000.00
17,250.00
767,250.00
02/07/2024
Interest
06406RAB3
1,000,000.00
Bank of NY Mellon Corp Callable Note
1 X
2/7/2027

3.442%
Due
2/7/2028

0.00 17,210.00
17,210.00
02/07/2024
Maturity
637432NL5
250,000.00
National Rural Utilities Callable Note Cont
12/7/2023

2.95%
Due
2/7/2024
250,000.00
3,687.50
253,687.50
02/12/2024
Interest
3137EAEP0
2,040,000.00
FHLMC Note

1.5%
Due
2/12/2025

0.00 15,300.00
15,300.00
Execution Time: 7/4/2023 10:35:06 AM
Chandler Asset Management - CONFIDENTIAL

Page 58 ends

3.6%
Due
8/12/2027

0.00 12,600.00
12,600.00
02/15/2024
Interest
912828J27
1,850,000.00
US Treasury Note
2%
Due
2/15/2025

0.00 18,500.00
18,500.00
02/15/2024
Interest
9128283W8
1,250,000.00
US Treasury Note

2.75%
Due
2/15/2028

0.00 17,187.50
17,187.50
02/15/2024
Interest
912828V98
1,250,000.00
US Treasury Note

2.25%
Due
2/15/2027

0.00 14,062.50
14,062.50
02/15/2024
Maturity
437076BC5
250,000.00
Home Depot Callable Note Cont
11/15/2023

3.75%
Due
2/15/2024
250,000.00
4,687.50
254,687.50
02/15/2024
Maturity
912828B66
1,000,000.00
US Treasury Note

2.75%
Due
2/15/2024
1,000,000.00
13,750.00
1,013,750.00
02/15/2024
Paydown
43815BAC4
500,000.00
Honda Auto Receivables Trust
2022-1
A
3 1.88%
Due
5/15/2026
24,398.02
632.10
25,030.12
02/15/2024
Paydown
47800AAC4
400,000.00
John Deere Owner Trust
2022
-B A
3 3.74%
Due
2/16/2027

0.00 1,246.67
1,246.67
02/15/2024
Paydown
02582JJT8
840,000.00
American Express Credit Trust
2022-2
A

3.39%
Due
5/17/2027

0.00 2,373.00
2,373.00
02/15/2024
Paydown
44935FAD6
220,000.00
Hyundai Auto Receivables Trust
2021
-C A
3 0.74%
Due
5/15/2026
11,575.09

85.73 11,660.82
02/15/2024
Paydown
47788UAC6
141,277.22
John Deere Owner Trust
2021
-A A
3 0.36%
Due
9/15/2025
8,828.38

23.87 8,852.25
02/15/2024
Paydown
02582JJZ4
375,000.00
American Express Credit Trust
2023-1
A

4.87%
Due
5/15/2028

0.00 1,521.88
1,521.88
02/15/2024
Paydown
44933LAC7
239,715.85
Hyundai Auto Receivables Trust
2021
-A A
3 0.38%
Due
9/15/2025
21,806.50

27.64 21,834.14
02/15/2024
Paydown
47787JAC2
305,000.00
John Deere Owner Trust
2022
-A A
3 2.32%
Due
9/16/2026
12,586.19
492.64
13,078.83
02/15/2024
Paydown
47789KAC7
3,438.34
John Deere Owner Trust
2020
-A A
3 1.1%
Due
8/15/2024
245.92

1.59 247.51
02/15/2024
Paydown
47789QAC4
337,497.31
John Deere Owner Trust
2021
-B A
3 0.52%
Due
3/16/2026
16,066.88

97.53 16,164.41
02/15/2024
Paydown
89237VAB5
16,284.68
Toyota Auto Receivables Trust
2020
-C A
3 0.44%
Due
10/15/2024
1,017.61

3.36 1,020.97
Execution Time: 7/4/2023 10:35:06 AM
Chandler Asset Management - CONFIDENTIAL

Page 59 ends

Cash Flow Report
As of June 30, 2023
City of Vallejo Consolidated
Account #262
Payment Date
Transaction Type
CUSIP
Quantity
Security Description
Principal Amount
Income
Total Amount
02/15/2024
Paydown
89238FAD5
335,000.00
Toyota Auto Receivables OT
2022
-B A
3 2.93%
Due
9/15/2026
15,729.95
703.20
16,433.15
02/15/2024
Paydown
89240BAC2
86,761.91
Toyota Auto Receivables Owners
2021
-A A
3 0.26%
Due
5/15/2025
9,649.61

4.18 9,653.79
02/15/2024
Paydown
44891RAC4
175,342.28
Hyundai Auto Receivables Trust
2020
-C A
3 0.38%
Due
5/15/2025
21,945.92

6.95 21,952.87
02/15/2024
Paydown
44934KAC8
659,802.80
Hyundai Auto Receivables Trust
2021
-B A
3 0.38%
Due
1/15/2026
43,986.85
111.47
44,098.32
02/15/2024
Paydown
58768PAC8
915,000.00
Mercedes-Benz Auto Receivables
2022-1
A
3 5.21%
Due
8/16/2027

0.00 3,972.63
3,972.63
02/16/2024
Paydown
362554AC1
235,000.00
GM Financial Securitized Term
2021-4
A
3 0.68%
Due
9/16/2026
11,182.64

88.85 11,271.49
02/16/2024
Paydown
362585AC5
300,000.00
GM Financial Securitized ART
2022-2
A
3 3.1%
Due
2/16/2027
13,608.36
704.72
14,313.08
02/16/2024
Paydown
380146AC4
200,000.00
GM Financial Auto Receivables
2022-1
A
3 1.26%
Due
11/16/2026
9,314.52
161.74
9,476.26
02/20/2024
Paydown
36266FAC3
390,000.00
GM Financial Auto Lease Trust
2022-2
A
3 3.42%
Due
6/20/2025
55,687.36
952.83
56,640.19
02/20/2024
Paydown
92348KAV5
350,000.00
Verizon Master Trust
2022-5
A
1 A

3.72%
Due
7/20/2027
20,144.65
1,022.74
21,167.39
02/20/2024
Paydown
92290BAA9
95,059.60
Verizon Owner Trust
2020
-B A

0.47%
Due
2/20/2025
4,748.32

24.23 4,772.55
02/20/2024
Paydown
36265MAC9
640,000.00
GM Financial Auto Lease Trust
2022-1
A
3 1.9%
Due
3/20/2025
80,522.53
384.16
80,906.69
02/21/2024
Paydown
43813RAC1
4,107.31
Honda Auto Receivables
2020-1
A
3 1.61%
Due
4/22/2024
374.39

2.01 376.40
02/21/2024
Paydown
43815GAC3
310,000.00
Honda Auto Receivables Trust
2021-4
A
3 0.88%
Due
1/21/2026
15,490.95
147.89
15,638.84
02/25/2024
Interest
3135G05X7
1,700,000.00
FNMA Note

0.375%
Due
8/25/2025

0.00 3,187.50
3,187.50
02/25/2024
Paydown
3137FG6X8
1,835,000.00

FHLMC K
077
A
2 3.85%
Due
5/25/2028
28,639.92
5,253.42
33,893.34
02/25/2024
Paydown
05601XAC3
249,212.06
BMW Vehicle Lease Trust
2022-1
A
3 1.1%
Due
3/25/2025
28,054.16

51.55 28,105.71
Execution Time: 7/4/2023 10:35:06 AM
Chandler Asset Management - CONFIDENTIAL

Page 60 ends

FHLMC K
041
A
2 3.171%
Due
10/25/2024

0.00 2,114.00
2,114.00
02/29/2024
Interest
912828ZC7
1,500,000.00
US Treasury Note

1.125%
Due
2/28/2025

0.00 8,437.50
8,437.50
02/29/2024
Interest
9128283Z1
700,000.00
US Treasury Note

2.75%
Due
2/28/2025

0.00 9,625.00
9,625.00
02/29/2024
Interest
91282CCW9
2,250,000.00
US Treasury Note

0.75%
Due
8/31/2026

0.00 8,437.50
8,437.50
02/29/2024
Interest
91282CFH9
1,000,000.00
US Treasury Note

3.125%
Due
8/31/2027

0.00 15,625.00
15,625.00
FEB 2024
2,732,537.80
202,290.93
2,934,828.73
03/03/2024
Interest
808513BY0
1,000,000.00
Charles Schwab Corp Callable Note Cont
2/3/2027

2.45%
Due
3/3/2027

0.00 12,250.00
12,250.00
03/04/2024
Maturity
17275RAN2
250,000.00
Cisco Systems Note

3.625%
Due
3/4/2024
250,000.00
4,531.25
254,531.25
03/07/2024
Maturity
24422EUX5
250,000.00
John Deere Capital Corp Note

2.6%
Due
3/7/2024
250,000.00
3,250.00
253,250.00
03/08/2024
Maturity
3130A0XE5
750,000.00
FHLB Note

3.25%
Due
3/8/2024
750,000.00
12,187.50
762,187.50
03/09/2024
Interest
931142EX7
500,000.00
Wal-Mart Stores Callable Note Cont
09/09/2027

3.95%
Due
9/9/2027

0.00 9,875.00
9,875.00
03/11/2024
Maturity
89114QCB2
750,000.00
Toronto Dominion Bank Note

3.25%
Due
3/11/2024
750,000.00
12,187.50
762,187.50
03/13/2024
Interest
3130A2UW4
500,000.00
FHLB Note

2.875%
Due
9/13/2024

0.00 7,187.50
7,187.50
03/14/2024
Interest
3130A4CH3
1,750,000.00
FHLB Note

2.375%
Due
3/14/2025

0.00 20,781.25
20,781.25
03/15/2024
Interest
00440EAS6
1,150,000.00
Chubb INA Holdings Inc Note

3.15%
Due
3/15/2025

0.00 18,112.50
18,112.50
03/15/2024
Interest
084664CZ2
1,095,000.00
Berkshire Hathaway Callable Note Cont
2/15/2027

2.3%
Due
3/15/2027

0.00 12,592.50
12,592.50
Execution Time: 7/4/2023 10:35:06 AM
Chandler Asset Management - CONFIDENTIAL

Page 61 ends

78.60 11,655.61
03/15/2024
Paydown
47789QAC4
337,497.31
John Deere Owner Trust
2021
-B A
3 0.52%
Due
3/16/2026
16,068.35

90.57 16,158.92
03/15/2024
Paydown
89238FAD5
335,000.00
Toyota Auto Receivables OT
2022
-B A
3 2.93%
Due
9/15/2026
15,761.37
664.79
16,426.16
03/15/2024
Paydown
89240BAC2
86,761.91
Toyota Auto Receivables Owners
2021
-A A
3 0.26%
Due
5/15/2025
9,652.75

2.09 9,654.84
03/15/2024
Paydown
02582JJZ4
375,000.00
American Express Credit Trust
2023-1
A

4.87%
Due
5/15/2028

0.00 1,521.88
1,521.88
03/15/2024
Paydown
44933LAC7
239,715.85
Hyundai Auto Receivables Trust
2021
-A A
3 0.38%
Due
9/15/2025
21,813.59

20.73 21,834.32
03/15/2024
Paydown
44934KAC8
659,802.80
Hyundai Auto Receivables Trust
2021
-B A
3 0.38%
Due
1/15/2026
43,990.88

97.54 44,088.42
03/15/2024
Paydown
47787JAC2
305,000.00
John Deere Owner Trust
2022
-A A
3 2.32%
Due
9/16/2026
12,602.34
468.31
13,070.65
03/15/2024
Paydown
02582JJT8
840,000.00
American Express Credit Trust
2022-2
A

3.39%
Due
5/17/2027

0.00 2,373.00
2,373.00
03/15/2024
Paydown
47789KAC7
3,438.34
John Deere Owner Trust
2020
-A A
3 1.1%
Due
8/15/2024
246.59

1.37 247.96
03/15/2024
Paydown
89237VAB5
16,284.68
Toyota Auto Receivables Trust
2020
-C A
3 0.44%
Due
10/15/2024
1,017.98

2.99 1,020.97
03/15/2024
Paydown
43815BAC4
500,000.00
Honda Auto Receivables Trust
2022-1
A
3 1.88%
Due
5/15/2026
24,504.97
593.88
25,098.85
03/15/2024
Paydown
47788UAC6
141,277.22
John Deere Owner Trust
2021
-A A
3 0.36%
Due
9/15/2025
8,831.25

21.22 8,852.47
03/15/2024
Paydown
47800AAC4
400,000.00
John Deere Owner Trust
2022
-B A
3 3.74%
Due
2/16/2027
16,286.99
1,246.67
17,533.66
03/15/2024
Paydown
58768PAC8
915,000.00
Mercedes-Benz Auto Receivables
2022-1
A
3 5.21%
Due
8/16/2027

0.00 3,972.63
3,972.63
03/16/2024
Interest
46647PBS4
250,000.00
JP Morgan Chase & Co Callable Note Cont
9/16/2023

0.653%
Due
9/16/2024

0.00 3,595.76
3,595.76
03/16/2024
Paydown
362554AC1
235,000.00
GM Financial Securitized Term
2021-4
A
3 0.68%
Due
9/16/2026
11,185.25

82.51 11,267.76
Execution Time: 7/4/2023 10:35:06 AM
Chandler Asset Management - CONFIDENTIAL

Page 62 ends

Cash Flow Report
As of June 30, 2023
City of Vallejo Consolidated
Account #262
Payment Date
Transaction Type
CUSIP
Quantity
Security Description
Principal Amount
Income
Total Amount
03/16/2024
Paydown
362585AC5
300,000.00
GM Financial Securitized ART
2022-2
A
3 3.1%
Due
2/16/2027
13,611.66
669.56
14,281.22
03/16/2024
Paydown
380146AC4
200,000.00
GM Financial Auto Receivables
2022-1
A
3 1.26%
Due
11/16/2026
9,355.36
151.95
9,507.31
03/17/2024
Interest
931142ER0
240,000.00
Wal-Mart Stores Callable Note Cont
08/17/2026

1.05%
Due
9/17/2026

0.00 1,260.00
1,260.00
03/20/2024
Call
747525AT0
1,150,000.00
Qualcomm Inc Callable Note Cont
3/20/2024

2.9%
Due
5/20/2024
1,150,000.00
11,116.67
1,161,116.67
03/20/2024
Paydown
92348KAV5
350,000.00
Verizon Master Trust
2022-5
A
1 A

3.72%
Due
7/20/2027
20,207.09
960.30
21,167.39
03/20/2024
Paydown
36266FAC3
390,000.00
GM Financial Auto Lease Trust
2022-2
A
3 3.42%
Due
6/20/2025
55,700.82
794.12
56,494.94
03/20/2024
Paydown
92290BAA9
95,059.60
Verizon Owner Trust
2020
-B A

0.47%
Due
2/20/2025
4,750.18

22.37 4,772.55
03/20/2024
Paydown
36265MAC9
640,000.00
GM Financial Auto Lease Trust
2022-1
A
3 1.9%
Due
3/20/2025
80,875.49
256.67
81,132.16
03/21/2024
Paydown
43813RAC1
4,107.31
Honda Auto Receivables
2020-1
A
3 1.61%
Due
4/22/2024
374.89

1.51 376.40
03/21/2024
Paydown
43815GAC3
310,000.00
Honda Auto Receivables Trust
2021-4
A
3 0.88%
Due
1/21/2026
15,494.56
136.53
15,631.09
03/23/2024
Interest
3137EAEX3
1,560,000.00
FHLMC Note

0.375%
Due
9/23/2025

0.00 2,925.00
2,925.00
03/25/2024
Paydown
05602RAD3
325,000.00
BMW Vehicle Owner Trust
2022
-A A
3 3.21%
Due
8/25/2026
25,043.96
458.81
25,502.77
03/25/2024
Paydown
05601XAC3
249,212.06
BMW Vehicle Lease Trust
2022-1
A
3 1.1%
Due
3/25/2025
28,177.13

25.83 28,202.96
03/25/2024
Paydown
3137FG6X8
1,835,000.00

FHLMC K
077
A
2 3.85%
Due
5/25/2028
28,744.94
5,161.53
33,906.47
03/25/2024
Paydown
3137BFE98
800,000.00

FHLMC K
041
A
2 3.171%
Due
10/25/2024

0.00 2,114.00
2,114.00
03/31/2024
Interest
91282CBT7
1,500,000.00
US Treasury Note

0.75%
Due
3/31/2026

0.00 5,625.00
5,625.00
03/31/2024
Interest
91282CGT2
1,750,000.00
US Treasury Note

3.625%
Due
3/31/2028

0.00 31,718.75
31,718.75
Execution Time: 7/4/2023 10:35:06 AM
Chandler Asset Management - CONFIDENTIAL

Page 63 ends

2.5%
Due
3/31/2027

0.00 15,625.00
15,625.00
03/31/2024
Interest
91282CFM8
1,000,000.00
US Treasury Note

4.125%
Due
9/30/2027

0.00 20,625.00
20,625.00
03/31/2024
Interest
912828YH7
2,000,000.00
US Treasury Note

1.5%
Due
9/30/2024

0.00 15,000.00
15,000.00
03/31/2024
Maturity
91282CEG2
750,000.00
US Treasury Note

2.25%
Due
3/31/2024
750,000.00
8,437.50
758,437.50
MAR 2024
4,375,875.40
250,875.64
4,626,751.04
04/13/2024
Interest
023135CF1
750,000.00
Amazon.com Inc Callable Note Cont
3/13/2027

3.3%
Due
4/13/2027

0.00 12,375.00
12,375.00
04/14/2024
Interest
3130AJHU6
1,900,000.00
FHLB Note

0.5%
Due
4/14/2025

0.00 4,750.00
4,750.00
04/15/2024
Interest
74340XBN0
1,000,000.00
Prologis LP Callable Note Cont
2/15/2027

2.125%
Due
4/15/2027

0.00 10,625.00
10,625.00
04/15/2024
Interest
46647PBF2
1,150,000.00
JP Morgan Chase & Co Callable Note
1 X
10/15/2024

2.301%
Due
10/15/2025

0.00 13,230.75
13,230.75
04/15/2024
Interest
3135G0W66
500,000.00
FNMA Note

1.625%
Due
10/15/2024

0.00 4,062.50
4,062.50
04/15/2024
Maturity
91282CBV2
750,000.00
US Treasury Note

0.375%
Due
4/15/2024
750,000.00
1,406.25
751,406.25
04/15/2024
Maturity
20030NCR0
250,000.00
Comcast Corp Callable Note Cont
3/15/2024

3.7%
Due
4/15/2024
250,000.00
4,625.00
254,625.00
04/15/2024
Paydown
47787JAC2
305,000.00
John Deere Owner Trust
2022
-A A
3 2.32%
Due
9/16/2026
12,618.51
443.95
13,062.46
04/15/2024
Paydown
47800AAC4
400,000.00
John Deere Owner Trust
2022
-B A
3 3.74%
Due
2/16/2027
16,319.52
1,195.91
17,515.43
04/15/2024
Paydown
02582JJZ4
375,000.00
American Express Credit Trust
2023-1
A

4.87%
Due
5/15/2028

0.00 1,521.88
1,521.88
04/15/2024
Paydown
44933LAC7
239,715.85
Hyundai Auto Receivables Trust
2021
-A A
3 0.38%
Due
9/15/2025
21,820.68

13.82 21,834.50
04/15/2024
Paydown
44935FAD6
220,000.00
Hyundai Auto Receivables Trust
2021
-C A
3 0.74%
Due
5/15/2026
11,578.94

71.46 11,650.40
Execution Time: 7/4/2023 10:35:06 AM
Chandler Asset Management - CONFIDENTIAL

Page 64 ends

Cash Flow Report
As of June 30, 2023
City of Vallejo Consolidated
Account #262
Payment Date
Transaction Type
CUSIP
Quantity
Security Description
Principal Amount
Income
Total Amount
04/15/2024
Paydown
43815BAC4
500,000.00
Honda Auto Receivables Trust
2022-1
A
3 1.88%
Due
5/15/2026
24,612.38
555.49
25,167.87
04/15/2024
Paydown
47789KAC7
3,438.34
John Deere Owner Trust
2020
-A A
3 1.1%
Due
8/15/2024
247.27

1.14 248.41
04/15/2024
Paydown
47789QAC4
337,497.31
John Deere Owner Trust
2021
-B A
3 0.52%
Due
3/16/2026
16,069.82

83.61 16,153.43
04/15/2024
Paydown
89237VAB5
16,284.68
Toyota Auto Receivables Trust
2020
-C A
3 0.44%
Due
10/15/2024
1,018.35

2.62 1,020.97
04/15/2024
Paydown
89238FAD5
335,000.00
Toyota Auto Receivables OT
2022
-B A
3 2.93%
Due
9/15/2026
15,792.86
626.30
16,419.16
04/15/2024
Paydown
02582JJT8
840,000.00
American Express Credit Trust
2022-2
A

3.39%
Due
5/17/2027

0.00 2,373.00
2,373.00
04/15/2024
Paydown
44934KAC8
659,802.80
Hyundai Auto Receivables Trust
2021
-B A
3 0.38%
Due
1/15/2026
43,994.91

83.61 44,078.52
04/15/2024
Paydown
47788UAC6
141,277.22
John Deere Owner Trust
2021
-A A
3 0.36%
Due
9/15/2025
8,834.12

18.57 8,852.69
04/15/2024
Paydown
58768PAC8
915,000.00
Mercedes-Benz Auto Receivables
2022-1
A
3 5.21%
Due
8/16/2027

0.00 3,972.63
3,972.63
04/16/2024
Paydown
362554AC1
235,000.00
GM Financial Securitized Term
2021-4
A
3 0.68%
Due
9/16/2026
11,187.85

76.18 11,264.03
04/16/2024
Paydown
362585AC5
300,000.00
GM Financial Securitized ART
2022-2
A
3 3.1%
Due
2/16/2027
13,614.94
634.40
14,249.34
04/16/2024
Paydown
380146AC4
200,000.00
GM Financial Auto Receivables
2022-1
A
3 1.26%
Due
11/16/2026
9,396.37
142.13
9,538.50
04/17/2024
Maturity
89236TDW2
250,000.00
Toyota Motor Credit Corp Note

2.9%
Due
4/17/2024
250,000.00
3,625.00
253,625.00
04/20/2024
Paydown
36266FAC3
390,000.00
GM Financial Auto Lease Trust
2022-2
A
3 3.42%
Due
6/20/2025
55,714.28
635.37
56,349.65
04/20/2024
Paydown
92348KAV5
350,000.00
Verizon Master Trust
2022-5
A
1 A

3.72%
Due
7/20/2027
20,269.74
897.65
21,167.39
04/20/2024
Paydown
92290BAA9
95,059.60
Verizon Owner Trust
2020
-B A

0.47%
Due
2/20/2025
4,752.04

20.51 4,772.55
04/20/2024
Paydown
36265MAC9
640,000.00
GM Financial Auto Lease Trust
2022-1
A
3 1.9%
Due
3/20/2025
81,230.00
128.61
81,358.61
Execution Time: 7/4/2023 10:35:06 AM
Chandler Asset Management - CONFIDENTIAL

Page 65 ends

Cash Flow Report
As of June 30, 2023
City of Vallejo Consolidated
Account #262
Payment Date
Transaction Type
CUSIP
Quantity
Security Description
Principal Amount
Income
Total Amount
04/21/2024
Paydown
43815GAC3
310,000.00
Honda Auto Receivables Trust
2021-4
A
3 0.88%
Due
1/21/2026
15,498.18
125.16
15,623.34
04/21/2024
Paydown
43813RAC1
4,107.31
Honda Auto Receivables
2020-1
A
3 1.61%
Due
4/22/2024
375.39

1.01 376.40
04/22/2024
Interest
3135G03U5
805,000.00
FNMA Note

0.625%
Due
4/22/2025

0.00 2,515.63
2,515.63
04/22/2024
Interest
46647PBK1
500,000.00
JP Morgan Chase & Co Callable Note Cont
4/22/2025

2.083%
Due
4/22/2026

0.00 5,207.50
5,207.50
04/22/2024
Paydown
43813RAC1
4,107.31
Honda Auto Receivables
2020-1
A
3 1.61%
Due
4/22/2024
375.90

0.00 375.90
04/24/2024
Interest
06051GJH3
250,000.00
Bank of America Corp Callable Note Cont
10/24/2023

0.81%
Due
10/24/2024

0.00 3,684.24
3,684.24
04/25/2024
Paydown
05602RAD3
325,000.00
BMW Vehicle Owner Trust
2022
-A A
3 3.21%
Due
8/25/2026
23,151.22
391.81
23,543.03
04/25/2024
Paydown
3137FG6X8
1,835,000.00

FHLMC K
077
A
2 3.85%
Due
5/25/2028
28,850.33
5,069.31
33,919.64
04/25/2024
Paydown
3137BFE98
800,000.00

FHLMC K
041
A
2 3.171%
Due
10/25/2024

0.00 2,114.00
2,114.00
04/30/2024
Interest
91282CBW0
1,000,000.00
US Treasury Note

0.75%
Due
4/30/2026

0.00 3,750.00
3,750.00
04/30/2024
Interest
91282CFU0
1,100,000.00
US Treasury Note

4.125%
Due
10/31/2027

0.00 22,687.50
22,687.50
04/30/2024
Interest
91282CDG3
3,000,000.00
US Treasury Note

1.125%
Due
10/31/2026

0.00 16,875.00
16,875.00
04/30/2024
Interest
91282CEN7
2,500,000.00
US Treasury Note

2.75%
Due
4/30/2027

0.00 34,375.00
34,375.00
04/30/2024
Interest
91282CHA2
2,180,000.00
US Treasury Note

3.5%
Due
4/30/2028

0.00 38,150.00
38,150.00
APR 2024
1,687,323.60
203,144.50
1,890,468.10
05/01/2024
Interest
06367WB85
1,150,000.00
Bank of Montreal Note

1.85%
Due
5/1/2025

0.00 10,637.50
10,637.50
05/07/2024
Interest
3135G06G3
1,680,000.00
FNMA Note

0.5%
Due
11/7/2025

0.00 4,200.00
4,200.00
Execution Time: 7/4/2023 10:35:06 AM
Chandler Asset Management - CONFIDENTIAL

Page 66 ends

2.15%
Due
11/8/2024

0.00 6,987.50
6,987.50
05/10/2024
Interest
037833ET3
205,000.00
Apple Inc Callable Note Cont
4/10/2028
4%
Due
5/10/2028

0.00 4,100.00
4,100.00
05/13/2024
Interest
14913R2V8
445,000.00
Caterpillar Financial Service Note

3.4%
Due
5/13/2025

0.00 7,565.00
7,565.00
05/15/2024
Interest
91324PEC2
1,245,000.00
United Health Group Inc Callable Note Cont
4/15/2026

1.15%
Due
5/15/2026

0.00 7,158.75
7,158.75
05/15/2024
Interest
927804GH1
250,000.00
Virginia Electric Power Corp Callable Note Cont.
4/15/2027

3.75%
Due
5/15/2027

0.00 4,687.50
4,687.50
05/15/2024
Maturity
00440EAR8
750,000.00
Chubb INA Holdings Inc Note

3.35%
Due
5/15/2024
750,000.00
12,562.50
762,562.50
05/15/2024
Maturity
91324PEB4
250,000.00
United Health Group Inc Callable Note Cont
5/15/2022

0.55%
Due
5/15/2024
250,000.00
687.50
250,687.50
05/15/2024
Paydown
47789KAC7
3,438.34
John Deere Owner Trust
2020
-A A
3 1.1%
Due
8/15/2024
247.96

0.91 248.87
05/15/2024
Paydown
89237VAB5
16,284.68
Toyota Auto Receivables Trust
2020
-C A
3 0.44%
Due
10/15/2024
1,018.73

2.24 1,020.97
05/15/2024
Paydown
43815BAC4
500,000.00
Honda Auto Receivables Trust
2022-1
A
3 1.88%
Due
5/15/2026
24,720.26
516.93
25,237.19
05/15/2024
Paydown
47789QAC4
337,497.31
John Deere Owner Trust
2021
-B A
3 0.52%
Due
3/16/2026
16,071.30

76.64 16,147.94
05/15/2024
Paydown
58768PAC8
915,000.00
Mercedes-Benz Auto Receivables
2022-1
A
3 5.21%
Due
8/16/2027

0.00 3,972.63
3,972.63
05/15/2024
Paydown
89238FAD5
335,000.00
Toyota Auto Receivables OT
2022
-B A
3 2.93%
Due
9/15/2026
15,824.40
587.74
16,412.14
05/15/2024
Paydown
44935FAD6
220,000.00
Hyundai Auto Receivables Trust
2021
-C A
3 0.74%
Due
5/15/2026
11,580.87

64.32 11,645.19
05/15/2024
Paydown
47788UAC6
141,277.22
John Deere Owner Trust
2021
-A A
3 0.36%
Due
9/15/2025
8,836.99

15.92 8,852.91
05/15/2024
Paydown
47800AAC4
400,000.00
John Deere Owner Trust
2022
-B A
3 3.74%
Due
2/16/2027
16,352.13
1,145.04
17,497.17
Execution Time: 7/4/2023 10:35:06 AM
Chandler Asset Management - CONFIDENTIAL

Page 67 ends

3.39%
Due
5/17/2027

0.00 2,373.00
2,373.00
05/15/2024
Paydown
02582JJZ4
375,000.00
American Express Credit Trust
2023-1
A

4.87%
Due
5/15/2028

0.00 1,521.88
1,521.88
05/15/2024
Paydown
44933LAC7
239,715.85
Hyundai Auto Receivables Trust
2021
-A A
3 0.38%
Due
9/15/2025
21,827.78

6.91 21,834.69
05/15/2024
Paydown
44934KAC8
659,802.80
Hyundai Auto Receivables Trust
2021
-B A
3 0.38%
Due
1/15/2026
43,998.95

69.68 44,068.63
05/15/2024
Paydown
47787JAC2
305,000.00
John Deere Owner Trust
2022
-A A
3 2.32%
Due
9/16/2026
12,634.70
419.55
13,054.25
05/16/2024
Paydown
380146AC4
200,000.00
GM Financial Auto Receivables
2022-1
A
3 1.26%
Due
11/16/2026
9,437.55
132.27
9,569.82
05/16/2024
Paydown
362585AC5
300,000.00
GM Financial Securitized ART
2022-2
A
3 3.1%
Due
2/16/2027
13,618.23
599.23
14,217.46
05/16/2024
Paydown
362554AC1
235,000.00
GM Financial Securitized Term
2021-4
A
3 0.68%
Due
9/16/2026
11,190.46

69.84 11,260.30
05/20/2024
Maturity
747525AT0
250,000.00
Qualcomm Inc Callable Note Cont
3/20/2024

2.9%
Due
5/20/2024
250,000.00
3,625.00
253,625.00
05/20/2024
Paydown
92348KAV5
350,000.00
Verizon Master Trust
2022-5
A
1 A

3.72%
Due
7/20/2027
20,332.57
834.82
21,167.39
05/20/2024
Paydown
92290BAA9
95,059.60
Verizon Owner Trust
2020
-B A

0.47%
Due
2/20/2025
4,753.90

18.65 4,772.55
05/20/2024
Paydown
36266FAC3
390,000.00
GM Financial Auto Lease Trust
2022-2
A
3 3.42%
Due
6/20/2025
55,727.74
476.59
56,204.33
05/21/2024
Paydown
43815GAC3
310,000.00
Honda Auto Receivables Trust
2021-4
A
3 0.88%
Due
1/21/2026
15,501.79
113.80
15,615.59
05/25/2024
Paydown
05602RAD3
325,000.00
BMW Vehicle Owner Trust
2022
-A A
3 3.21%
Due
8/25/2026
21,254.81
329.88
21,584.69
05/25/2024
Paydown
3137BFE98
800,000.00

FHLMC K
041
A
2 3.171%
Due
10/25/2024

0.00 2,114.00
2,114.00
05/25/2024
Paydown
3137FG6X8
1,835,000.00

FHLMC K
077
A
2 3.85%
Due
5/25/2028
28,956.11
4,976.75
33,932.86
05/30/2024
Call
61747YEA9
1,240,000.00
Morgan Stanley Callable Note Cont
5/30/2024

0.79%
Due
5/30/2025
1,240,000.00
4,898.00
1,244,898.00
Execution Time: 7/4/2023 10:35:06 AM
Chandler Asset Management - CONFIDENTIAL

Page 68 ends

2.125%
Due
11/30/2024

0.00 21,250.00
21,250.00
05/31/2024
Interest
91282CAZ4
2,000,000.00
US Treasury Note

0.375%
Due
11/30/2025

0.00 3,750.00
3,750.00
05/31/2024
Maturity
91282CER8
750,000.00
US Treasury Note

2.5%
Due
5/31/2024
750,000.00
9,375.00
759,375.00
MAY 2024
3,593,887.23
121,923.47
3,715,810.70
06/10/2024
Interest
78015K7H1
400,000.00
Royal Bank of Canada Note

1.15%
Due
6/10/2025

0.00 2,300.00
2,300.00
06/12/2024
Interest
3130ATUC9
1,800,000.00
FHLB Note

4.5%
Due
12/12/2025

0.00 40,500.00
40,500.00
06/13/2024
Interest
3130A3GE8
1,850,000.00
FHLB Note

2.75%
Due
12/13/2024

0.00 25,437.50
25,437.50
06/15/2024
Interest
63743HFE7
685,000.00
National Rural Utilities Note

3.45%
Due
6/15/2025

0.00 11,816.25
11,816.25
06/15/2024
Paydown
02582JJT8
840,000.00
American Express Credit Trust
2022-2
A

3.39%
Due
5/17/2027

0.00 2,373.00
2,373.00
06/15/2024
Paydown
44935FAD6
220,000.00
Hyundai Auto Receivables Trust
2021
-C A
3 0.74%
Due
5/15/2026
11,582.80

57.18 11,639.98
06/15/2024
Paydown
47788UAC6
141,277.22
John Deere Owner Trust
2021
-A A
3 0.36%
Due
9/15/2025
8,839.86

13.27 8,853.13
06/15/2024
Paydown
43815BAC4
500,000.00
Honda Auto Receivables Trust
2022-1
A
3 1.88%
Due
5/15/2026
24,828.62
478.20
25,306.82
06/15/2024
Paydown
44934KAC8
659,802.80
Hyundai Auto Receivables Trust
2021
-B A
3 0.38%
Due
1/15/2026
44,002.99

55.74 44,058.73
06/15/2024
Paydown
58768PAC8
915,000.00
Mercedes-Benz Auto Receivables
2022-1
A
3 5.21%
Due
8/16/2027
36,238.19
3,972.63
40,210.82
06/15/2024
Paydown
02582JJZ4
375,000.00
American Express Credit Trust
2023-1
A

4.87%
Due
5/15/2028

0.00 1,521.88
1,521.88
06/15/2024
Paydown
47787JAC2
305,000.00
John Deere Owner Trust
2022
-A A
3 2.32%
Due
9/16/2026
12,650.92
395.12
13,046.04
06/15/2024
Paydown
47789KAC7
3,438.34
John Deere Owner Trust
2020
-A A
3 1.1%
Due
8/15/2024
248.63

0.69 249.32
Execution Time: 7/4/2023 10:35:06 AM
Chandler Asset Management - CONFIDENTIAL

Page 69 ends

69.68 16,142.45
06/15/2024
Paydown
89237VAB5
16,284.68
Toyota Auto Receivables Trust
2020
-C A
3 0.44%
Due
10/15/2024
1,019.10

1.87 1,020.97
06/15/2024
Paydown
89238FAD5
335,000.00
Toyota Auto Receivables OT
2022
-B A
3 2.93%
Due
9/15/2026
15,856.00
549.11
16,405.11
06/15/2024
Paydown
47800AAC4
400,000.00
John Deere Owner Trust
2022
-B A
3 3.74%
Due
2/16/2027
16,384.79
1,094.08
17,478.87
06/16/2024
Interest
46647PBS4
250,000.00
JP Morgan Chase & Co Callable Note Cont
9/16/2023

0.653%
Due
9/16/2024

0.00 3,635.28
3,635.28
06/16/2024
Paydown
362585AC5
300,000.00
GM Financial Securitized ART
2022-2
A
3 3.1%
Due
2/16/2027
13,621.53
564.04
14,185.57
06/16/2024
Paydown
362554AC1
235,000.00
GM Financial Securitized Term
2021-4
A
3 0.68%
Due
9/16/2026
11,193.08

63.49 11,256.57
06/16/2024
Paydown
380146AC4
200,000.00
GM Financial Auto Receivables
2022-1
A
3 1.26%
Due
11/16/2026
9,478.92
122.36
9,601.28
06/17/2024
Interest
3135G04Z3
2,020,000.00
FNMA Note

0.5%
Due
6/17/2025

0.00 5,050.00
5,050.00
06/18/2024
Interest
89236TJK2
810,000.00
Toyota Motor Credit Corp Note

1.125%
Due
6/18/2026

0.00 4,556.25
4,556.25
06/19/2024
Interest
06051GJD2
500,000.00
Bank of America Corp Callable Note Cont
6/19/2025

1.319%
Due
6/19/2026

0.00 3,297.50
3,297.50
06/20/2024
Paydown
36266FAC3
390,000.00
GM Financial Auto Lease Trust
2022-2
A
3 3.42%
Due
6/20/2025
55,741.21
317.76
56,058.97
06/20/2024
Paydown
92348KAV5
350,000.00
Verizon Master Trust
2022-5
A
1 A

3.72%
Due
7/20/2027
20,395.60
771.79
21,167.39
06/20/2024
Paydown
92290BAA9
95,059.60
Verizon Owner Trust
2020
-B A

0.47%
Due
2/20/2025
4,755.76

16.79 4,772.55
06/21/2024
Paydown
43815GAC3
310,000.00
Honda Auto Receivables Trust
2021-4
A
3 0.88%
Due
1/21/2026
15,505.41
102.43
15,607.84
06/25/2024
Paydown
05602RAD3
325,000.00
BMW Vehicle Owner Trust
2022
-A A
3 3.21%
Due
8/25/2026
19,354.74
273.03
19,627.77
Execution Time: 7/4/2023 10:35:06 AM
Chandler Asset Management - CONFIDENTIAL

Page 70 ends

FHLMC K
041
A
2 3.171%
Due
10/25/2024

0.00 2,114.00
2,114.00
06/25/2024
Paydown
3137FG6X8
1,835,000.00

FHLMC K
077
A
2 3.85%
Due
5/25/2028
29,062.29
4,883.85
33,946.14
06/27/2024
Maturity
02665WCZ2
1,150,000.00
American Honda Finance Note

2.4%
Due
6/27/2024
1,150,000.00
13,800.00
1,163,800.00
JUN 2024
1,516,833.21
130,204.77
1,647,037.98
TOTAL
51,689,597.11
3,400,013.17
55,089,610.28
Execution Time: 7/4/2023 10:35:06 AM
Chandler Asset Management - CONFIDENTIAL

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Important Disclosures
City of Vallejo Consolidated
Account #262
Chandler Asset Management, Inc.
;͞
Chandler
͟Ϳ
is an SEC registered investment adviser. For additional information about our firm, please see our current disclosures (Form ADV). To obtain a copy of our current disclosures, you may contact your client service representative by calling the number on the front of this statement or you may visit our website at www.chandlerasset.com.

Information contained in this monthly statement is confidential and is provided for informational purposes only and should not be construed as specific investment or legal advice. The information contained herein was obtained from sources believed to be reliable as of the date of this statement, but may become outdated or superseded at any time without notice.

Custody:

Your qualified custodian bank maintains control of all assets reflected in this statement and we urge you to compare this statement to the one you receive from your qualified custodian. Chandler does not have any authority to withdraw or deposit funds from/to the custodian account.

Valuation:

Prices are provided by IDC, an independent pricing source. In the event IDC does not provide a price or if the price provided is not reflective of fair market value, Chandler will obtain pricing from an alternative approved third party pricing source in accordance with our written valuation policy and procedures. Our valuation procedures are also disclosed in Item 5 of our Form ADV Part 2A.

Performance:

Performance results are presented gross-of-advisory fees and represent the client ͛
s Total Return. The deduction of advisory fees lowers performance results. These results include the reinvestment of dividends and other earnings. Past performance may not be indicative of future results. Therefore, clients should not assume that future performance of any specific investment or investment strategy will be profitable or equal to past performance levels. All investment strategies have the potential for profit or loss. Economic factors, market conditions or changes in investment strategies, contributions or withdrawals may materially alter the performance and results of your portfolio.

Source ice Data Indices, LLC ("ICE"), used with permission. ICE PERMITS USE OF THE ICE INDICES AND RELATED DATA ON AN "AS IS" BASIS; ICE, ITS AFFILIATES AND THEIR RESPECTIVE

THIRD PARTY SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS AND/OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, INCLUDING THE INDICES, INDEX DATA AND ANY DATA INCLUDED IN, RELATED TO, OR DERIVED THEREFROM. NEITHER ICE DATA, ITS AFFILIATES OR

THEIR RESPECTIVE THIRD PARTY PROVIDERS GUARANTEE THE QUALITY, ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INDICES OR THE INDEX DATA OR ANY COMPONENT THEREOF, AND THE INDICES AND INDEX DATA AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN "AS IS" BASIS AND LICENSEE'S USE IS AT LICENSEE'S OWN RISK. ICE DATA, ITS AFFILIATES AND THEIR RESPECTIVE THIRD PARTY DO NOT SPONSOR, ENDORSE, OR RECOMMEND CHANDLER, OR ANY OF ITS PRODUCTS OR SERVICES.

Index returns assume reinvestment of all distributions. Historical performance results for investment indexes generally do not reflect the deduction of transaction and/or custodial charges or the deduction of an investment management fee, the incurrence of which would have the effect of decreasing historical performance results. It is not possible to invest directly in an index.

Ratings:

Ratings information have been provided by Moody
͛
s, S&P and Fitch through data feeds we believe to be reliable as of the date of this statement, however we cannot guarantee its accuracy.

Security level ratings for U.S. Agency issued mortgage-backed securities ;͞
MBS
͟Ϳ
reflect the issuer rating because the securities themselves are not rated. The issuing U.S. Agency guarantees the full and timely payment of both principal and interest and carries a AA+/Aaa/AAA by S&P, Moody ͛
s and Fitch respectively.

Execution Time: 7/4/2023 10:35:06 AM
Chandler Asset Management - CONFIDENTIAL

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CONSENT CALENDAR 8.E.

DATE: September 12, 2023
TO: Mayor and Members of the City Council
FROM: Melissa Tigbao, PE, Public Works Director
Dan Sequeira, PE, Assistant Public Works Director / City Engineer SUBJECT: ADOPT A RESOLUTION AWARDING DESIGN PROFESSIONAL SERVICES AGREEMENTS IN THE AMOUNT OF $800,000 EACH TO: 1) FEHR & PEERS, 2) INTERWEST CONSULTING GROUP, INC., 3) KIMLEY-HORN AND ASSOCIATES, INC., 4) TJKM TRANSPORTATION CONSULTANTS, AND 5) W-TRANS TO PROVIDE

FEDERAL TRAFFIC ENGINEERING SERVICES AND AUTHORIZING THE CITY

MANAGER TO EXECUTE SAME

RECOMMENDATION
Adopt a resolution awarding design professional services agreements in the amount of $800,000 each to: 1) Fehr & Peers, 2) Interwest Consulting Group, Inc., 3) Kimley-Horn and Associates, Inc., 4) TJKM Transportation Consultants, and 5) W-Trans to provide on-call federal traffic engineering services and authorizing the City Manager to execute same.

REASONS FOR RECOMMENDATION
The ability to bring in consultants on an on-call, as-needed basis allows the City to provide better customer service to the public and to better manage workloads to deliver projects within allotted timeframes.

BACKGROUND AND DISCUSSION
The City anticipates using contract services of consultant firms to perform work on various traffic engineering related projects and efforts in the City of Vallejo. This type of work is usually variable in scope and may be short-term assignments or may be part of larger capital or planning projects.

In order to meet the current and anticipated needs for project management services on various projects, City staff issued a Request for Qualifications (RFQ) for 11 different categories, including Traffic Engineering (Federal). Other categories will be awarded under separate action. Qualified consultants for the Traffic Engineering (Federal) category submitted a Statement of Qualifications (SOQ) demonstrating their ability to perform a wide range of services, including but not limited to:
• Technical expertise and authority regarding special funding programs • Pedestrian and bicycle safety programs
• School safety programs
• Permit requirements for traffic signal projects
• Plans and specifications for new and revised traffic signal and lighting systems • Evaluating and approving the installation, removal, or replacement of signals, markings, protective structures, and streetlights
• Reviewing and approving subdivision and building plans/re-zoning requests for traffic impact • Reviewing traffic-related accident reports to identify remedies when appropriate • Oversee and develop Citywide traffic calming programs

Date: September 12, 2023
Subject: ADOPT A RESOLUTION AWARDING DESIGN PROFESSIONAL SERVICES AGREEMENTS IN THE AMOUNT OF $800,000 EACH TO: 1) FEHR & PEERS, 2) INTERWEST CONSULTING GROUP, INC., 3) KIMLEY-HORN AND ASSOCIATES, INC., 4) TJKM TRANSPORTATION CONSULTANTS, AND 5) W-TRANS TO PROVIDE FEDERAL

TRAFFIC ENGINEERING SERVICES AND AUTHORIZING THE CITY MANAGER TO

EXECUTE SAME

Page 2 ends

The RFQ for On Call Consulting Services was released on February 27, 2023. Five SOQ’s were submitted by the due date of April 21, 2023, for the Traffic Engineering (Federal) category. Staff reviewed the SOQ’s and ranked each firm by scoring them based on the following criteria as listed in the RFQ:
• Firm’s relevant experience and familiarity with issues applicable to the City’s needs (50%) • Qualifications of the firm and assigned individuals (25%) • Fee Structure and cost effectiveness of the consultants (15%) • Reference Checks (10%)

The five firms, Fehr & Peers, Interwest Consulting Group, Inc., Kimley-Horn and Associates, Inc., TJKM Transportation Consultants, and W-Trans, were evaluated and deemed to possess all the requested areas of expertise listed above, have recent experience handling on-call services for municipalities, are available to commence services immediately, and have resources and staffing to complete assignments on a timely basis.

Although the Public Works Department has an approved and budgeted Traffic Engineer position, numerous attempts over the past years to recruit candidates to fill it have been unsuccessful and the Department has had to rely on consultants to complete critical duties. With increasing costs and urgent needs, staff recommends authorizing the City Manager to execute agreements with Fehr & Peers, Interwest Consulting Group, Inc., Kimley-Horn and Associates, Inc., TJKM Transportation Consultants, and W-Trans to provide on- call federal traffic engineering services in the amount not exceed $800,000 for each contract.

Each of the firms listed above have been notified that they are being recommended for a contract in the amount not to exceed $800,000. The contracts will have an expiration date of June 30, 2026, with options to extend for two one-year increments. The specific scope of services, schedule, and cost of work will be defined through statements of work for each assignment executed between the City and the consulting firm prior to work commencing on an assignment.

This action will authorize the City Manager to execute agreements that will establish a pool of professional consultants under contract with the City through June 30, 2026, with an option to extend the agreements for two one-year periods.

FISCAL IMPACT
This proposed action will not have any direct impact on General Fund. Funds to pay for these as-needed consultant services will come from approved Council budgets.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. Reso - Award On Call Traffic Engineering_CAO Stamp

2. Fehr & Peers -On-Call Design Professionals Agreement- Traffic Eng Fed_CAO Stamp Date: September 12, 2023
Subject: ADOPT A RESOLUTION AWARDING DESIGN PROFESSIONAL SERVICES AGREEMENTS IN THE AMOUNT OF $800,000 EACH TO: 1) FEHR & PEERS, 2) INTERWEST CONSULTING GROUP, INC., 3) KIMLEY-HORN AND ASSOCIATES, INC., 4) TJKM TRANSPORTATION CONSULTANTS, AND 5) W-TRANS TO PROVIDE FEDERAL

TRAFFIC ENGINEERING SERVICES AND AUTHORIZING THE CITY MANAGER TO

EXECUTE SAME

Page 3 ends

3. Interwest -On-Call Design Professionals Agreement- Traffic Eng Fed_CAO Stamp

4. Kimley Horn -On-Call Design Professionals Agreement- Traffic Eng Fed_CAO Stamp

5. TJKM -On-Call Design Professionals Agreement- Traffic Eng Fed_CAO Stamp

6. W Trans -On-Call Design Professionals Agreement- Traffic Eng Fed_CAO Stamp

CONTACT
Melissa Tigbao, PE, Public Work Director, 707-648-4433
[email protected]

RESOLUTION NO. 23- _____ N.C.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO AWARDING DESIGN PROFESSIONAL SERVICES AGREEMENTS TO: 1) FEHR & PEERS, 2) INTERWEST CONSULTING GROUP, INC., 3) KIMLEY-HORN AND ASSOCIATES, INC., 4) TJKM TRANSPORTATION CONSULTANTS, AND 5) W-TRANS TO PROVIDE FEDERAL

TRAFFIC ENGINEERING SERVICES AND AUTHORIZING THE CITY MANAGER TO

EXECUTE SAME
WHEREAS, the ability to bring in consultants on an on call, as needed basis allows the Public Works Department to provide better customer service to the public and better manage workload to deliver projects in a timely manner; and
WHEREAS, the City anticipates using contract services of consultant firms to perform work on various traffic engineering related projects and efforts in the City of Vallejo; and WHEREAS, on February 27, 2023, the City of Vallejo Public Works Department published the Request for Qualification for On-Call Consulting Services requesting qualifications that could cover eleven categories in order to create a readily-available, pre-screened group of qualified consultants to be deployed as-needed to a wide range of technical specialties necessary to successfully complete projects in a timely and high quality manner; and WHEREAS, five statements of qualification (SOQ) were submitted by the due date of April 21, 2023 for the Traffic Engineering (Federal) category; and WHEREAS, each SOQ was given a score based on the demonstrated understanding of the services requested, the firm’s relevant experience and familiarity with issues applicable to the project, the qualifications of the firm and assigned individuals, the fee structure, and reference checks; and
WHEREAS, all five firms, Fehr & Peers, Interwest Consulting Group, Inc., Kimley-Horn and Associates, Inc., TJKM Transportation Consultants, and W-Trans were deemed to possess all the requested areas of expertise, have recent experience handling on-call services for municipalities, are available to commence services immediately, and have resources and staffing to complete assignments on a timely basis; and WHEREAS, each agreement awarded is not to exceed $800,000 for the full life of the agreement, with the agreement having an expiration date of June 30, 2026, with two one-year options to extend.

NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Vallejo hereby awards Design Professional Services Agreements to the following five firms: Fehr & Peers, Interwest Consulting Group, Inc., Kimley-Horn and Associates, Inc., TJKM Transportation Consultants, and W-Trans for the provision of traffic engineering (federal) services in an amount not to exceed $800,000 each for the full life of each agreement; and

BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute same, with any modifications recommended by the City Attorney and the City Clerk to attest the signing of those Agreements.

Adopted by the City Council of the City of Vallejo at a regular meeting held on September 12, 2023, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________________

ROBERT MCCONNELL, MAYOR
ATTEST:
______________________________________
DAWN G. ABRAHAMSON, CITY CLERK
Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

DESIGN PROFESSIONAL SERVICES AGREEMENT
This Design Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this 13 day of September 2023, by and between the City of Vallejo, a municipal corporation ("City"), and Fehr & Peers, a California corporation, hereinafter referred to as Design Professional, who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Design Professional shall provide the City professional services as specified in Exhibit A, entitled “Scope of Work.”

2. Payment. City shall pay Design Professional for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit B, entitled “Compensation.” The payments specified in Exhibit B shall be the only payments to be made to Design Professional for services rendered pursuant to this Agreement.

3. Facilities and Equipment. Design Professional shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.

4. Indemnification. To the fullest extent permitted by law, Design Professional shall hold harmless, defend (with independent counsel approved by City) and indemnify City and its officers, employees and volunteers from and against all claims, damages, losses, penalties, fines and judgments and expenses and defense costs, including but not limited to attorney fees, court costs, associated investigation and administrative expenses, regardless of the nature or type arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Design Professional, or the acts or omissions of an employee, agent or subcontractor of the Design Professional, except where caused by the active negligence, sole negligence, or willful misconduct of City. In no event shall the cost to defend charged to the design professional exceed the design professional’s proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the design professional shall meet and confer with other parties regarding unpaid defense costs. The provisions of this section pertaining to the duty and cost to defend shall not apply to either of the following: 1) Any contract for design professional services, or amendments thereto, where a project-specific general liability policy insures all project participants for general liability exposures on a primary basis and also covers all design professionals for their legal liability arising out of their professional services on a primary basis, 2) A design professional who is a party

Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers to a written design-build joint venture agreement.

The provisions of this Section are not limited by the insurance provisions of this Agreement.

The provisions of this section shall survive the completion of the services, expiration or termination of this Agreement.

5. Insurance Requirements. Design Professional agrees to comply with all of the Insurance Requirements set forth in Exhibit C, entitled “Insurance Requirements for Design Professional.” Failure to maintain required insurance at all times shall constitute a default and material breach.

6. Accident Reports. Design Professional shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury to persons or property during the performance of this Agreement. The report shall be made in writing and shall include, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses and telephone numbers of any known witnesses, (c) the date, time and description of the accident or other occurrence.

7. Conflict of Interest. Consultant warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Consultant’s family, business, real property or financial interests and the services to be provided under this Agreement. Consultant shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in Consultant’s family, business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Consultant shall disclose such conflict in writing to City. Every individual who performs services on behalf of Consultant pursuant to this Agreement must file a full Statement of Economic Interests (also known as Form 700) with the City Clerk if the work of the individual involves making a governmental decision whether to issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; authorizes the City to enter into, modify, or renew a contract; grants City approval of specifications for a contract; adopts or approves for the City any policy, standard or guideline; lobbies on behalf of the City, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code.

8. Independent Contractor. Design Professional is an independent contractor. Neither Design Professional nor any of Design Professional’s officers, employees, agents or subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Design Professional only insofar as the results of Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers Design Professional’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Design Professional accomplishes services pursuant to this Agreement.

9. Licences, Permits, Etc. Design Professional represents and warrants to City that all design professional services shall be provided by a person or persons duly licensed by the State of California to provide the type of services to be performed under this Agreement and that Design Professional has all the permits, qualifications and approvals of whatsoever nature which are legally required for Design Professional to practice its profession. Design Professional represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Design Professional to practice its profession.

10. Business License. Design Professional and its subcontractors, has obtained or agrees to apply prior to performing any services under this Agreement to City’s Finance Department for a business license, pay the applicable business license tax and maintain said business license during the term of this Agreement.

The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Design Professional until such business license(s) has been obtained.

11. Standard of Performance. Design Professional shall provide products and perform all services required pursuant to this Agreement in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by members of Design Professional’s profession currently practicing in California.

Design Professional is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation site conditions, as well as all areas appurtenant to the site, existing facilities, seismic, geologic, soils, hydrologic, geographic, climatic conditions, applicable federal, state, and local laws and regulations, and all other contingencies or design considerations. Data, calculations, opinions, reports, investigations, and other similar information provided by City relating to site, local, or other conditions is not warranted or guaranteed, either expressly or implied, by City.

Design Professional’s responsibilities under this section shall not be delegated.

Design Professional shall be responsible to City for acts, errors, or omissions of Design Professional’s subcontractors.

Design Professional shall prepare plans, specifications, reports, and/or other work products in such a way that amendments or change orders to the agreement between City and its construction contractor will not be necessary, except for unforeseeable circumstances. As used herein, “unforeseeable Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers circumstances” shall mean facts or inferences from those facts that could not be ascertained by a combination of reasonable site inspection during the preparation of the plans and specifications by Design Professional and the reasonable application to such inspection of expertise consistent with the level of care and skill ordinarily exercised under similar conditions by members of Design Professional‘s profession currently practicing in California.

Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Design Professional is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Design Professional of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Design Professional.

12. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by any cause, or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

In the event that the Design Professional is unable to meet the completion date or schedule of services, Design Professional shall immediately inform the City Representative of this in writing. If additional time is required to perform the work, the City Representative may adjust the schedule.

13. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.

14. Personnel. Design Professional agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement.

The payment made to Design Professional pursuant to this Agreement shall be the full and complete compensation to which Design Professional and Design Professional’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Design Professional nor Design Professional’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Design Professional. The City shall not be required to pay any workers' compensation insurance on behalf of Design Professional.

Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers Design Professional shall pay, when and as due, any and all taxes incurred as a result of Design Professional’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

Design Professional shall comply with all provisions of California laws dealing with prevailing wages, apprentices, and hours of work. Design Professional shall also comply with provisions of Labor Code section 1720 as applicable. A copy of the prevailing wage rates is available for review upon request by Design Professional to the City Representative. This provision applies only to the following portions of the scope of work:

15. Design Professional Not Agent. Except as authorized under this Agreement or as City may authorize in a letter of authorization signed by the City Manager or his or her designee, Design Professional shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent.

Design Professional shall have no authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.

16. Term. The term of this Agreement shall commence on September 13, 2023, and shall continue in full force and effect until June 30, 2026.

City shall, at its discretion, have the right to extend the term of this Agreement, in intervals of one year, by written notice to Design Professional. The total duration of this Agreement, including the exercise of any options under this section, shall not extend past June 30, 2028.

If the term of this Agreement extends into fiscal years subsequent to that in which it is approved, such continuation of the Agreement is contingent on the appropriation of funds for such purpose by the City Council of the City of Vallejo.

If funds to effect such continued payment are not appropriated, Design Professional agrees to terminate any services supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

17. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Design Professional. Upon receipt of a notice of termination, Design Professional shall perform no further work except as specified in the notice. Before the date of termination, Design Professional shall deliver to City all City records and documents, all work products, whether completed or not, as of the date of termination and not otherwise previously delivered.

The City shall pay Design Professional for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of the work or any defined task which according to the performance Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Design Professional for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Design Professional for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.

18. Products of Consulting Services. The work product, including without limitation, all writings, work sheets, reports, recordings, drawings, files, detailed calculations and other work products, whether complete or incomplete, of Design Professional resulting from services rendered pursuant to this Agreement, shall become the property of City. Design Professional agrees that all copyrights which arise from creation of the work under this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Design Professional makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.

Documents submitted to the City in electronic format shall be formatted according to specifications provided by the City, or if not otherwise specified, in Microsoft Word, Excel, PowerPoint or other Microsoft Office Suite (2002) format as appropriate for the particular work product or, if directed by the City Representative in Adobe Acrobat PDF format.

19. Cooperation by City. City shall, to the extent reasonable and practicable, assist and cooperate with Design Professional in the performance of Design Professional’s services hereunder.

20. Assignment and Subcontracting. Design Professional shall not subcontract, assign or transfer voluntarily or involuntarily any of its rights, duties or obligation under this Agreement without the express written consent of the City Manager or his or her designee in each instance. Any attempted or purported assignment of any right, duty or obligation under this Agreement without City’s consent shall be void and of no effect.

If subcontracting of work is permitted, Design Professional shall pay its subcontractor within ten (10) days of receipt of payment by City for work performed by a subcontractor and billed by the Design Professional. Use of the term subcontractor in any other provision of this contract shall not be construed to imply authorization for Design Professional to use subcontractors for performance of any service under this Agreement.

Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers The City is an intended beneficiary of any work performed by Design Professional’s subcontractor for purposes of establishing a duty of care between the subcontractor and City.

21. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.

22. Non-Discrimination/Fair Employment Practices.
(a) Design Professional shall not, because of race, religious creed, color, sex, national original, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ, or to bar or discharge from employment, or to discriminate in compensation, or in terms, conditions or privileges any person, and every employee will receive equal opportunity for employment and shall be granted equal treatment with respect to compensation, terms, conditions or other privileges of employment, without regard to his race, religious creed, color, sex, national origin or ancestry.

Design Professional warrants and represents it is an equal opportunity employer and agrees it shall not discriminate on the basis of race, religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual orientation in the selection and retention of employees, subcontractors or procurement of materials or equipment.

In all solicitations either by competitive bidding or negotiations made by Design Professional for work to be performed under any subcontract, including procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Design Professional of Design Professional’s obligation under this Agreement relative to nondiscrimination and fair employment practices.

Design Professional shall include the above provisions of this section in every subcontract, including procurement of materials or equipment. (b) Design Professional agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

23. Notices. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United States Post Office, registered or certified mail, postage prepaid, addressed to:

If to City: Melissa Tigbao
Public Works Director
City of Vallejo- Public Works Department
Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers 555 Santa Clara Street
Vallejo, CA 94590
If to Design Professional: Bill Burton
Principal
Fehr & Peers
100 Pringle Ave., Suite 600
Walnut Creek, CA 94596
Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

Routine administrative communications shall be made pursuant to section 1 of Exhibit A.

24. Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.

25. Severability Clause. Should any provision of this Agreement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

26. Law Governing. This Agreement shall in all respects be governed by the law of the State of California, without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

27. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

28. Ambiguity. The parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party's draftsmanship thereof.

29. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.

Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

30. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

31. Compliance with Laws. Design Professional will comply with all statutes, regulations and ordinances in the performance of all services under this Agreement.

32. Confidentiality of City Information. During the performance of services under this Agreement, Design Professional may gain access to and use City information regarding, but not limited to, procedures, policies, training, operational practices, and other vital information (hereafter collectively referred to as "City Information") which are valuable, special and unique assets of the City. Design Professional agrees that it will not use any information obtained as a consequence of the performance of services under this Agreement for any purpose other than fulfillment of Design Professional’s scope of work , to protect all City Information and treat it as strictly confidential and proprietary to City, and that it will not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party, other than its own employees, agents or subcontractors who have a need for the City Information for the performance of services under this Agreement, without the prior written consent of City, or as required by law.

Design Professional shall treat all records and work product prepared or maintained by Design Professional in the performance of this Agreement as confidential.

A violation by Design Professional of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief.

Design Professional’s obligations under this section shall survive the completion of services, expiration or termination of this Agreement.

33. News and Information Release. Design Professional agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.

34. City Representative. The City Representative specified in Exhibit A, or the representative's designee, shall administer this Agreement for the City.

35. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

36. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the receipt of facsimile signatures or emailed by PDF or otherwise.

Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other party pursuant to the notice provision of this Agreement. The failure to send an original shall not affect the binding nature of this Agreement.

37. Authority. The person signing this Agreement for Design Professional hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Design Professional.

38. Exhibits. The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A, entitled “Scope of Work,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments Exhibit D, entitled “Provisions Applicable to Federally Funded Projects”, including attachments
[SIGNATURES ON FOLLOWING PAGE]
Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

Fehr & Peers
a California Corporation
By:___________________________
Ryan McClain
Principal-in-Charge
DATE: ____________________
(City Seal)

CITY OF VALLEJO,
a municipal corporation
By: _____________________________
Michael Malone
City Manager
DATE: _____________________
ATTEST:

By: ___________________________
Dawn G. Abrahamson
City Clerk
APPROVED AS TO CONTENT:
_______________________________
Melissa Tigbao
Public Works Director
APPROVED AS TO FORM:
_______________________________
Veronica A.F. Nebb
City Attorney
APPROVED AS TO INSURANCE:
________________________________
Armond Sarkis
Risk Manager
Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

SCOPE OF WORK

1. Representatives.

The City Representative for this Agreement is:

Dan Sequeira
City Engineer / APWD
City of Vallejo -Public Works Department
555 Santa Clara Street
Vallejo, CA 94590
[email protected]
The Design Professional’s Representative for this Agreement is:

Bill Burton
Project Manager/Principal
Fehr & Peers
100 Pringle Ave., Suite 600
Walnut Creek, CA 94596
[email protected]
All routine administrative communications between the parties will be between the above-named representatives and may be by personal delivery, mail, facsimile transmission or electronic mail as agreed between the Design Professional Representative and City’s Representative.

2. Services to be Provided. Consultant shall provide on- call federal traffic engineering services for specific projects as may be requested by the City Engineer or staff; such services shall be defined, scheduled, and authorized in subsequent Statement of Works. The services provided throughout the term of this Agreement may include the services specified in the Request for Qualifications issued February 27, 2023.

The Statement of Work shall be substantially in the form as shown in Attachment 1 of Exhibit A, attached hereto and incorporated herein by this reference.

3. Key Personnel. All of the individuals identified below are necessary for the successful prosecution of the services due to their unique expertise and depth and breadth of experience. There shall be no change in the personnel listed below, without written approval of the City Representative. Design Professional recognizes that the composition of this team was instrumental in the City’s decision to award the work to Design Professional and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Design Professional’s obligations under this Agreement and shall be grounds for termination.

Key personnel are as follows: Bill Burton, Ryan McClain, Mark Howard Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers Attachment 1 of Exhibit A

CITY OF VALLEJO

STATEMENT OF WORK
Statement of Work No..____________
This Statement of Work, effective this ____ day of , 20__ , (“Effective Date”) is issued under and subject to all the terms and conditions of the Master Consultant and Professional On-Call Agreement (“Agreement”), dated as of , 20__ , by and between the City of Vallejo (“City”) and [type in name], [type in the type of entity], (“Consultant”).

Capitalized terms used herein shall have the meanings ascribed to them in the Agreement.

SECTION 1. SCOPE OF WORK.

The scope of work authorized by this Statement of Work is as described below. [Insert Project description or attach a copy of the proposal and incorporate it by reference as Attachment ____ to Statement of Work No. ____].

SECTION 2. TIME OF PERFORMANCE.
a. The start date shall be [insert date] and the completion date shall be [insert date].

SECTION 3. ESTIMATED COST AND COMPENSATION.

All services performed under this Statement of Work shall be performed on a time and materials basis.

City agrees to pay Consultant for the services set forth in this Statement of Work in an amount not to exceed [insert dollar amount in words - e.g. Two Thousand Five Hundred Fifty Dollars and 13 Cents] [insert dollar amount in number- e.g., $2,550.13].

This Statement of Work is released as authorization for work to commence. The parties agree to perform their respective obligations under this Statement of Work in accordance with the terms and conditions of the Agreement.

Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers IN WITNESS WHEREOF, the parties have executed this agreement on the day and year shown below the name of each of the parties.

Fehr & Peers CITY OF VALLEJO,
a California company a municipal corporation
By: By:
[INSERT SIGNER] Melissa Tigbao
[INSERT SIGNER TITLE] Public Works Director
DATE: ______ DATE: ______
Vallejo Business License No.

Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

EXHIBIT B

COMPENSATION

1. Design Professional’s Compensation.

A. Services: City agrees to pay Design Professional, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed Eight Hundred Thousand Dollars and zero cents [ $800,000.00].

Design Professional shall notify City in writing no later than thirty (30) days prior to the estimated date when Design Professional will have billed City the maximum payment amount permitted under this Agreement, and Design Professional shall provide City with an estimate of the additional compensation required to complete the project.

B. Additional Services:

1. Additional Services are those services related to the scope of Services of Consultant as set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other Consultants to perform said Additional Services.

2. Consultant’s compensation for Additional Services shall be based on the total number of hours spent on Additional Services multiplied by the employees' appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises. Where a fixed fee for Additional Services is established by mutual Agreement between City and Consultant, compensation to Consultant shall not exceed the fixed fee amount.

2. Appropriate Billable Hourly Rates for Services and Additional Services. Design Professional’s billable hourly rates shall be as listed in Attachment 1 of Exhibit B, attached hereto and incorporated herein by this reference. Current rates for each task/project will be defined in each Statement of Work.

Rate Increases: Upon approval of City, Design Professional shall be permitted to increase rates to adjust for cost-of-living wage increases at the beginning of the fiscal year or as agreed upon by City and Design Professional. No price increases may be implemented without prior written approval of City. Requests for price increases must be made a minimum of ninety (90) days prior to the Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers proposed effective date of the rate increase. To request a price increase, Design professional must submit a letter with an itemized list showing revised prices by line item. If City approves the price increase, Design Professional shall be notified in writing, no price increase will be effective until Design Professional receives this notice.

3. Design Professional’s Reimbursable Expenses. Reimbursable Expenses shall be limited to actual reasonable expenditures of Design Professional for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in advance by City.

4. Payments to Design Professional.

A. Payments to Design Professional shall be made within a reasonable time after receipt of Design Professional’s invoice, said payments to be made in proportion to services performed. Design Professional may request payment on a monthly basis. Design Professional shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

B. All invoices submitted by Design Professional shall contain the following information:

1. Description of services billed under this invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

4. City’s Purchase Order Number (if issued)

5. Amount of this Invoice (Itemize all Reimbursable Expenses”)

6. Total Billed to Date
C. Items shall be separated into Services and Reimbursable Expenses. Billings that do not conform to the format outlined above shall be returned to Design Professional for correction. City shall not be responsible for delays in payment to Design Professional resulting from Design Professional’s failure to comply with the invoice format described above.

D. Invoices, account statements and payment inquiries shall be emailed to :

[email protected]

5. Accounting Records of Design Professional. Design Professional shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Design Professional’s direct salary costs for all Services and Additional Services performed under this Agreement and records of Design Professional’s Reimbursable Expenses, in accordance with generally accepted accounting Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers practices. Design Professional shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon twenty-four (24) hours’ notice.

The obligations of Design Professional under this section shall survive this Agreement.

6. Taxes. Design Professional shall pay, when and as due, any and all taxes incurred as a result of Design Professional’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

7. Taxpayer Identification Number. Design Professional shall provide City with Design Professional’s complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

Attachment 1 of Exhibit B

Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

EXHIBIT C

INSURANCE REQUIREMENTS
Design Professional shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by the Consultant, their agents, representatives, or employees or subcontractors.

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:

A. Insurance Services Office form number GL 0002 covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

B. Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 any auto and endorsement CA 0025.

C. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

D. Professional Liability insurance appropriate to the Consultant’s profession (Errors and Omission).

2. Minimum Limits of Insurance. Design Professional shall maintain limits no less than:

A. General Liability: $5,000,000.00 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, coverage shall be twice the per occurrence amount.

B. Automobile Liability: $1,000,000.00 per accident for bodily injury and property damage.

C. Workers’ Compensation and Employer's Liability: $1,000,000.00 per accident for bodily injury or disease. If Borrower is not subject to California Workers’ Compensation requirements, Borrower shall file a completed certificate of exemption form which may be obtained from the City of Vallejo prior to commencing any activity authorized hereunder.

Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

D. Professional Liability, (Errors and Omission): $3,000,000.00 per occurrence coverage, continuing for 3 years after completion of services rendered.

3. Deductible and Self-Insured Retention. Any deductibles or self-insured retention greater than $10,000 must be declared to and approved by the City’s Risk Manager. If the deductibles or self-insured retention limit is unacceptable to the City’s Risk Manager, at his or her option, the insurer shall either reduce or eliminate such deductibles or self-insured retention as respects the City of Vallejo, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4. Other Insurance Provisions. The general liability and automobile liability policies, as can be provided, are to contain, or be endorsed to contain, the following provisions:

A. The City of Vallejo, its officers, officials, employees, agents and volunteers are to be covered as additional insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased hired or borrowed by the Consultant.

The coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its officers, officials, employees, agents or volunteers. The insurance is to be issued by companies licensed to do business in the State of California.

B. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City of Vallejo, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City of Vallejo, its officers, officials, employees, agents or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.

C. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers.

D. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

E. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

F. The workers’ compensation and employer’s liability policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Consultant’s performance under this Agreement.

5. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

6. Verification of Coverage. Consultant shall furnish the City with certificates of insurance and original endorsements effecting general and automobile liability insurance coverage required by this clause. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences.

7. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

8. Payment Withhold. City will withhold payments to Consultant if the certificates of insurance and endorsements required in Paragraph F, above, are canceled or Consultant otherwise ceases to be insured as required herein.

Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

EXHIBIT D

PROVISIONS APPLICABLE TO FEDERALLY FUNDED PROJECTS
The following provisions are applicable to all work done by Consultant on City projects receiving federal funding.

1. ARTICLE IV PERFORMANCE PERIOD
A. This AGREEMENT shall go into effect on September 13, 2023, contingent upon approval by LOCAL AGENCY, and CONSULTANT shall commence work after notification to proceed by LOCAL AGENCY’S Contract Administrator. The AGREEMENT shall end on June 30, 2026 with two one- year options to extend.

LOCAL AGENCY shall, at its discretion, have the right to extend the term of this Agreement, in intervals of one year, by written notice to CONSULTANT.

B. CONSULTANT is advised that any recommendation for AGREEMENT award is not binding on LOCAL AGENCY until the AGREEMENT is fully executed and approved by LOCAL AGENCY.

C. The period of performance for each specific project shall be in accordance with the Statement of Work for that project. If work on a Statement of Work is in progress on the expiration date of this AGREEMENT, the terms of the AGREEMENT shall be extended by AGREEMENT amendment prior to the expiration of the contract to cover the time needed to complete the Statement of Work in progress only. The maximum term shall not extend beyond June 30, 2028.

2. ARTICLE V ALLOWABLE COSTS AND PAYMENTS
A. CONSULTANT will be reimbursed for hours worked at the hourly rates specified in the CONSULTANT’s approved Cost Proposal. The specified hourly rates shall include direct salary costs, employee benefits, prevailing wages, employer payments, overhead, and fee. These rates are not adjustable for the performance period set forth in this AGREEMENT. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate.

B. In addition, CONSULTANT will be reimbursed for incurred (actual) direct costs other than salary costs that are in the approved Cost Proposal and identified in the approved Cost Proposal and in the executed Statement of Work.

C. Specific projects will be assigned to CONSULTANT through issuance of Statement of Work.

Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

D. After a project to be performed under this AGREEMENT is identified by LOCAL AGENCY, LOCAL AGENCY will prepare a draft Statement of Work; less the cost estimate. A draft Statement of Works will identify the scope of services, expected results, project deliverables, period of performance, project schedule and will designate a LOCAL AGENCY Project Coordinator. The draft Statement of Work will be delivered to CONSULTANT for review. CONSULTANT shall return the draft Statement of Work within ten (10) calendar days along with a Cost Estimate, including a written estimate of the number of hours and hourly rates per staff person, any anticipated reimbursable expenses, overhead, fee if any, and total dollar amount. After agreement has been reached on the negotiable items and total cost; the finalized Statement of Work shall be signed by both LOCAL AGENCY and CONSULTANT.

E. Statement of Work may be negotiated for a lump sum (Firm Fixed Price) or for specific rates of compensation, both of which must be based on the labor and other rates set forth in CONSULTANT’s approved Cost Proposal.

CONSULTANT shall be responsible for any future adjustments to prevailing wage rates including, but not limited to, base hourly rates and employer payments as determined by the Department of Industrial Relations.

CONSULTANT is responsible for paying the appropriate rate, including escalations that take place during the term of the AGREEMENT.

F. Reimbursement for transportation and subsistence costs shall not exceed the rates as specified in the approved Cost Proposal. CONSULTANT will be responsible for transportation and subsistence costs in excess of State rates.

G. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior written approval in the form of an AGREEMENT amendment for a revised milestone cost estimate from the Contract Administrator before exceeding such estimate.

H. Progress payments for each Statement of Work will be made monthly in arrears based on services provided and actual costs incurred.

I. CONSULTANT shall not commence performance of work or services until this AGREEMENT has been approved by LOCAL AGENCY and notification to proceed has been issued by LOCAL AGENCY’S Contract Administrator. No payment will be made prior to approval or for any work performed prior to approval of this AGREEMENT.

J. A Statement of Work is of no force or effect until returned to LOCAL AGENCY and signed by an authorized representative of LOCAL AGENCY. No Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

expenditures are authorized on a project and work shall not commence until a Statement of Work for that project has been executed by LOCAL AGENCY.

K. CONSULTANT will be reimbursed within thirty (30) days upon receipt by LOCAL AGENCY’S Contract Administrator of itemized invoices in duplicate.

Separate invoices itemizing all costs are required for all work performed under each Statement of Work. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which CONSULTANT is billing, or upon completion of the Statement of Work. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this AGREEMENT number, project title and Task Order number. Credits due LOCAL AGENCY that include any equipment purchased under the provisions of Article XI Equipment Purchase, must be reimbursed by CONSULTANT prior to the expiration or termination of this AGREEMENT. Invoices shall be mailed to LOCAL AGENCY’s Contract Administrator at the following address:

Dan Sequeira
City Engineer- Assistant Public Works Director
Public Works Engineering
555 Santa Clara Street
Vallejo, CA 94590
Phone: (707) 648-5434
Email: [email protected]
L. The period of performance for Statement of Work shall be in accordance with dates specified in the Statement of Work. No Statement of Work will be written which extends beyond the expiration date of this AGREEMENT.

M. The total amount payable by LOCAL AGENCY for an individual Statement of Work shall not exceed the amount agreed to in the Statement of Work, unless authorized by amendment.

N. If CONSULTANT fails to satisfactorily complete a deliverable according to the schedule set forth in a Statement of Work, no payment will be made until the deliverable has been satisfactorily completed.

O. Statement of Work may not be used to amend the language (or the terms) of this AGREEMENT nor to exceed the scope of work under this AGREEMENT.

P. The total amount payable by LOCAL AGENCY for all Statement of Work resulting from this AGREEMENT shall not exceed EIGHT HUNDRED THOUSAND DOLLARS AND ZERO CENTS [$800,000.00]. It is understood and agreed that there is no guarantee, either expressed or implied that this dollar amount will be authorized under this AGREEMENT through Statement of Works.

Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

3. ARTICLE VI TERMINATION
A. This AGREEMENT may be terminated by LOCAL AGENCY, provided that LOCAL AGENCY gives not less than thirty (30) calendar days’ written notice (delivered by certified mail, return receipt requested) of intent to terminate. Upon termination, LOCAL AGENCY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and in accordance with Section 15, Property of LOCAL AGENCY.

B. LOCAL AGENCY may temporarily suspend this AGREEMENT, at no additional cost to LOCAL AGENCY, provided that CONSULTANT is given written notice (delivered by certified mail, return receipt requested) of temporary suspension. If LOCAL AGENCY gives such notice of temporary suspension, CONSULTANT shall immediately suspend its activities under this AGREEMENT.

A temporary suspension may be issued concurrent with the notice of termination provided for in subsection A of this section.

C. Notwithstanding any provisions of this AGREEMENT, CONSULTANT shall not be relieved of liability to LOCAL AGENCY for damages sustained by City by virtue of any breach of this AGREEMENT by CONSULTANT, and City may withhold any payments due to CONSULTANT until such time as the exact amount of damages, if any, due City from CONSULTANT is determined.

D. In the event of termination, CONSULTANT shall be compensated as provided for in this AGREEMENT, except as provided in Section 11C. Upon termination, LOCAL AGENCY shall be entitled to all work, including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and in accordance with Section 15, Property of LOCAL AGENCY.

4. ARTICLE VII Cost Principles and Administrative Requirements A. The CONSULTANT agrees that 48 CFR Part 31, Contract Cost Principles and Procedures, shall be used to determine the allowability of individual terms of cost.

B. The CONSULTANT also agrees to comply with Federal procedures in accordance with 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.

C. Any costs for which payment has been made to the CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR Part 31 or 2 CFR Part 200 are subject to repayment by the CONSULTANT to CITY.

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D. When a CONSULTANT or sub-consultant is a Non-Profit Organization or an Institution of Higher Education, the Cost Principles for Title 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply.

5. ARTICLE VIII Retention of Record/Audits
For the purpose of determining compliance with Gov. Code § 8546.7, the CONSULTANT, Sub-consultants, and CITY shall maintain all books, documents, papers, accounting records, Independent CPA Audited Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the AGREEMENT including, but not limited to, the costs of administering the AGREEMENT. All parties, including the CONSULTANT’s Independent CPA, shall make such workpapers and materials available at their respective offices at all reasonable times during the AGREEMENT period and for three (3) years from the date of final payment under the AGREEMENT. CITY, Caltrans Auditor, FHWA, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) shall have access to any books, records, and documents of the CONSUTANT, sub-consultants, and the CONSULTANT’s Independent CPA, that are pertinent to the AGREEMENT for audits, examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested without limitation.

6. ARTICLE IX Audit Review Procedures
A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is not disposed of by AGREEMENT, shall be reviewed by CITY’S Chief Financial Officer.

B. Not later than thirty (30) calendar days after issuance of the final audit report, CONSULTANT may request a review by CITY’S Chief Financial Officer of unresolved audit issues. The request for review will be submitted in writing.

C. Neither the pendency of a dispute nor its consideration by CITY will excuse CONSULTANT from full and timely performance, in accordance with the terms of this AGREEMENT.

D. CONSULTANT and sub-consultant AGREEMENTs, including cost proposals and Indirect Cost Rates (ICR), may be subject to audits or reviews such as, but not limited to, an AGREEMENT audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the AGREEMENT, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR Part 31 and other related laws and Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

regulations. In the instances of a CPA ICR audit work paper review it is CONSULTANT’s responsibility to ensure federal, CITY, or local government officials are allowed full access to the CPA’s work papers including making copies as necessary. The AGREEMENT, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by CITY Contract Administrator to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the AGREEMENT by this reference if directed by CITY at its sole discretion.

Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, CITY or local governments have access to CPA work papers, will be considered a breach of AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

E. CONSULTANT’s Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by Caltrans Audits and Investigation (A&I). Caltrans A&I, at its sole discretion, may review and/or audit and approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and approved by the CITY Contract Administrator to conform to the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report. Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the management letter or audit recommendations included in the audit report will be considered a breach of the AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed costs.

1. During Caltrans A&I’s review of the ICR audit work papers created by the CONSULTANT’s independent CPA, Caltrans A&I will work with the CPA and/or CONSULTANT toward a resolution of issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in a timely manner.

If Caltrans A&I identifies significant issues during the review and is unable to issue a cognizant approval letter, CITY will reimburse the CONSULTANT at an accepted ICR until a FAR (Federal Acquisition Regulation) compliant ICR {e.g. 48 CFR Part 31; GAGAS (Generally Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with procedures and guidelines of the American Association of State Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable procedures and guidelines}is received and approved by A&I.

Accepted rates will be as follows:
a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will be ninety percent (90%) of the proposed rate. b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) - the accepted rate will be eighty-five percent (85%) Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

of the proposed rate.
c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five percent (75%) of the proposed rate.

2. If Caltrans A&I is unable to issue a cognizant letter per paragraph E.1. above, Caltrans A&I may require CONSULTANT to submit a revised independent CPA-audited ICR and audit report within three (3) months of the effective date of the management letter. Caltrans A&I will then have up to six (6) months to review the CONSULTANT’s and/or the independent CPA’s revisions.

3. If the CONSULTANT fails to comply with the provisions of this paragraph E, or if Caltrans A&I is still unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted, overhead cost reimbursement will be limited to the accepted ICR that was established upon initial rejection of the ICR and set forth in paragraph E.1. above for all rendered services.

In this event, this accepted ICR will become the actual and final ICR for reimbursement purposes under this AGREEMENT.

4. CONSULTANT may submit to CITY final invoice only when all of the following items have occurred: (1) Caltrans A&I accepts or adjusts the original or revised independent CPA audited ICR; (2) all work under this AGREEMENT has been completed to the satisfaction of CITY; and, (3) Caltrans A&I has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS FINAL INVOICE TO CITY no later than sixty (60) calendar days after occurrence of the last of these items. The accepted ICR will apply to this AGREEMENT and all other agreements executed between CITY and the CONSULTANT, either as a prime or sub- consultant, with the same fiscal period ICR.

1. ARTICLE X SUBCONTRACTING
A. Nothing contained in this AGREEMENT or otherwise, shall create any contractual relation between the LOCAL AGENCY and any Subconsultants, and no subagreement shall relieve the CONSULTANT of its responsibilities and obligations hereunder. The CONSULTANT agrees to be as fully responsible to the LOCAL AGENCY for the acts and omissions of its Subconsultants and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the CONSULTANT. The CONSULTANT's obligation to pay its Subconsultants is an independent obligation from the LOCAL AGENCY's obligation to make payments to the CONSULTANT.

B. The CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work shall be subcontracted without written authorization by the LOCAL AGENCY Contract Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

Administrator, except that which is expressly identified in the CONSULTANT’s approved Cost Proposal.

C. Any subagreement entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in this entire AGREEMENT to be applicable to Subconsultants unless otherwise noted.

D. CONSULTANT shall pay its Subconsultants within Fifteen (15) calendar days from receipt of each payment made to the CONSULTANT by the LOCAL AGENCY.

E. Any substitution of Subconsultants must be approved in writing by the LOCAL AGENCY Contract Administrator in advance of assigning work to a substitute Subconsultant.

2. ARTICLE XI EQUIPMENT PURCHASE AND OTHER CAPITAL

EXPENDITURES
A. Prior authorization in writing by LOCAL AGENCY’s Contract Administrator shall be required before CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding five thousand dollars ($5,000) for supplies, equipment, or CONSULTANT services. CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such costs.

B. For purchase of any item, service, or consulting work not covered in CONSULTANT’s approved Cost Proposal and exceeding five thousand dollars ($5,000), with prior authorization by LOCAL AGENCY’s Contract Administrator, three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified.

C. Any equipment purchased with funds provided under the terms of this AGREEMENT is subject to the following:

1. CONSULTANT shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of five thousand dollars ($5,000) or more. If the purchased equipment needs replacement and is sold or traded in, LOCAL AGENCY shall receive a proper refund or credit at the conclusion of the AGREEMENT, or if the AGREEMENT is terminated, CONSULTANT may either keep the equipment and credit LOCAL AGENCY in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established LOCAL AGENCY procedures; and credit LOCAL AGENCY in an amount equal to the sales price. If CONSULTANT elects to keep the equipment, fair market value shall be determined at CONSULTANT’s expense, on the basis of a competent independent appraisal of Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by LOCAL AGENCY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by LOCAL AGENCY.

2. Regulation 2 CFR Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than five thousand dollars ($5,000) is credited to the project.

9. ARTICLE XII State Prevailing Wage Rates
A. No CONSULTANT or sub-consultant may be awarded an AGREEMENT containing public work elements unless registered with the Department of Industrial Relations (DIR) pursuant to Labor Code §1725.5. Registration with DIR must be maintained throughout the entire term of this AGREEMENT, including any subsequent amendments.

B. The CONSULTANT shall comply with all of the applicable provisions of the California Labor Code requiring the payment of prevailing wages. The General Prevailing Wage Rate Determinations applicable to work under this AGREEMENT are available and on file with the Department of Transportation's Regional/District Labor Compliance Officer
(http://www.dot.ca.gov/hq/construc/LaborCompliance/documents/District- Region_Map_Construction_7-8-15.pdf). These wage rates are made a specific part of this AGREEMENT by reference pursuant to Labor Code §1773.2 and will be applicable to work performed at a construction project site. Prevailing wages will be applicable to all inspection work performed at LOCAL AGENCY construction sites, at LOCAL AGENCY facilities and at off-site locations that are set up by the construction contractor or one of its subcontractors solely and specifically to serve LOCAL AGENCY projects. Prevailing wage requirements do not apply to inspection work performed at the facilities of vendors and commercial materials suppliers that provide goods and services to the general public.

C. General Prevailing Wage Rate Determinations applicable to this project may also be obtained from the Department of Industrial Relations Internet site at http://www.dir.ca.gov.

D. Payroll Records

1. Each CONSULTANT and sub-consultant shall keep accurate certified payroll records and supporting documents as mandated by Labor Code §1776 and as defined in 8 CCR §16000 showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

worker, or other employee employed by the CONSULTANT or sub-consultant in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
a. The information contained in the payroll record is true and correct. b. The employer has complied with the requirements of Labor Code §1771, §1811, and §1815 for any work performed by his or her employees on the public works project.

2. The payroll records enumerated under paragraph (1) above shall be certified as correct by the CONSULTANT under penalty of perjury. The payroll records and all supporting documents shall be made available for inspection and copying by LOCAL AGENCY representatives at all reasonable hours at the principal office of the CONSULTANT. The CONSULTANT shall provide copies of certified payrolls or permit inspection of its records as follows:
a. A certified copy of an employee's payroll record shall be made available for inspection or furnished to the employee or the employee's authorized representative on request.
b. A certified copy of all payroll records enumerated in paragraph (1) above, shall be made available for inspection or furnished upon request to a representative of LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards of the Department of Industrial Relations. Certified payrolls submitted to LOCAL AGENCY, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards shall not be altered or obliterated by the CONSULTANT.
c. The public shall not be given access to certified payroll records by the CONSULTANT. The CONSULTANT is required to forward any requests for certified payrolls to the LOCAL AGENCY Contract Administrator by both email and regular mail on the business day following receipt of the request.

3. Each CONSULTANT shall submit a certified copy of the records enumerated in paragraph (1) above, to the entity that requested the records within ten (10) calendar days after receipt of a written request.

4. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by LOCAL AGENCY shall be marked or obliterated in such a manner as to prevent disclosure of each individual's name, address, and social security number. The name and address of the CONSULTANT or sub-consultant performing the work shall not be marked or obliterated.

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5. The CONSULTANT shall inform LOCAL AGENCY of the location of the records enumerated under paragraph (1) above, including the street address, city and county, and shall, within five (5) working days, provide a notice of a change of location and address.

6. The CONSULTANT or sub-consultant shall have ten (10) calendar days in which to comply subsequent to receipt of written notice requesting the records enumerated in paragraph (1) above. In the event the CONSULTANT or sub- consultant fails to comply within the ten (10) day period, he or she shall, as a penalty to LOCAL AGENCY, forfeit one hundred dollars ($100) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Such penalties shall be withheld by LOCAL AGENCY from payments then due.

CONSULTANT is not subject to a penalty assessment pursuant to this section due to the failure of a sub-consultant to comply with this section.

E. When prevailing wage rates apply, the CONSULTANT is responsible for verifying compliance with certified payroll requirements. Invoice payment will not be made until the invoice is approved by the LOCAL AGENCY Contract Administrator.

F. Penalty

1. The CONSULTANT and any of its sub-consultants shall comply with Labor Code §1774 and §1775. Pursuant to Labor Code §1775, the CONSULTANT and any sub-consultant shall forfeit to the LOCAL AGENCY a penalty of not more than two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of DIR for the work or craft in which the worker is employed for any public work done under the AGREEMENT by the CONSULTANT or by its sub-consultant in violation of the requirements of the Labor Code and in particular, Labor Code §§1770 to 1780, inclusive.

2. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on consideration of mistake, inadvertence, or neglect of the CONSULTANT or sub-consultant in failing to pay the correct rate of prevailing wages, or the previous record of the CONSULTANT or sub- consultant in meeting their respective prevailing wage obligations, or the willful failure by the CONSULTANT or sub-consultant to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rates of prevailing wages is not excusable if the CONSULTANT or sub-consultant had knowledge of the obligations under the Labor Code. The CONSULTANT is responsible for paying the appropriate rate, including any escalations that take place during the term of the AGREEMENT.

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3. In addition to the penalty and pursuant to Labor Code §1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the CONSULTANT or sub-consultant.

4. If a worker employed by a sub-consultant on a public works project is not paid the general prevailing per diem wages by the sub-consultant, the prime CONSULTANT of the project is not liable for the penalties described above unless the prime CONSULTANT had knowledge of that failure of the sub- consultant to pay the specified prevailing rate of wages to those workers or unless the prime CONSULTANT fails to comply with all of the following requirements:
a. The AGREEMENT executed between the CONSULTANT and the sub-consultant for the performance of work on public works projects shall include a copy of the requirements in Labor Code §§ 1771, 1775, 1776, 1777.5, 1813, and 1815.
b. The CONSULTANT shall monitor the payment of the specified general prevailing rate of per diem wages by the sub-consultant to the employees by periodic review of the certified payroll records of the sub-consultant. c. Upon becoming aware of the sub-consultant’s failure to pay the specified prevailing rate of wages to the sub-consultant’s workers, the CONSULTANT shall diligently take corrective action to halt or rectify the failure, including but not limited to, retaining sufficient funds due the sub-consultant for work performed on the public works project.
d. Prior to making final payment to the sub-consultant for work performed on the public works project, the CONSULTANT shall obtain an affidavit signed under penalty of perjury from the sub-consultant that the sub-consultant had paid the specified general prevailing rate of per diem wages to the sub- consultant’s employees on the public works project and any amounts due pursuant to Labor Code §1813.

5. Pursuant to Labor Code §1775, LOCAL AGENCY shall notify the CONSULTANT on a public works project within fifteen (15) calendar days of receipt of a complaint that a sub-consultant has failed to pay workers the general prevailing rate of per diem wages.

6. If LOCAL AGENCY determines that employees of a sub-consultant were not paid the general prevailing rate of per diem wages and if LOCAL AGENCY did not retain sufficient money under the AGREEMENT to pay those employees the balance of wages owed under the general prevailing rate of per Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

diem wages, the CONSULTANT shall withhold an amount of moneys due the sub-consultant sufficient to pay those employees the general prevailing rate of per diem wages if requested by LOCAL AGENCY.

G. Hours of Labor: Eight (8) hours labor constitutes a legal day's work. The CONSULTANT shall forfeit, as a penalty to the LOCAL AGENCY, twenty-five dollars ($25) for each worker employed in the execution of the AGREEMENT by the CONSULTANT or any of its sub-consultants for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular §§1810 to 1815 thereof, inclusive, except that work performed by employees in excess of eight (8) hours per day, and forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day and forty (40) hours in any week, at not less than one and one-half (1.5) times the basic rate of pay, as provided in §1815.

H. Employment of Apprentices

1. Where either the prime AGREEMENT or the sub-agreement exceeds thirty thousand dollars ($30,000), the CONSULTANT and any sub-consultants under him or her shall comply with all applicable requirements of Labor Code §§ 1777.5, 1777.6 and 1777.7 in the employment of apprentices.

2. CONSULTANTs and sub-consultants are required to comply with all Labor Code requirements regarding the employment of apprentices, including mandatory ratios of journey level to apprentice workers. Prior to commencement of work, CONSULTANT and sub-consultants are advised to contact the DIR Division of Apprenticeship Standards website at https://www.dir.ca.gov/das/, for additional information regarding the employment of apprentices and for the specific journey-to- apprentice ratios for the AGREEMENT work. The CONSULTANT is responsible for all sub-consultants’ compliance with these requirements. Penalties are specified in Labor Code §1777.7.

10. ARTICLE XIII CONFLICT OF INTEREST
A. During the term of this AGREEMENT, the CONSULTANT shall disclose any financial, business, or other relationship with LOCAL AGENCY that may have an impact upon the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction project. The CONSULTANT shall also list current clients who may have a financial interest in the outcome of this AGREEMENT or any ensuing LOCAL AGENCY construction project which will follow.

B. CONSULTANT certifies that it has disclosed to LOCAL AGENCY any actual, apparent, or potential conflicts of interest that may exist relative to the Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

services to be provided pursuant to this AGREEMENT. CONSULTANT agrees to advise LOCAL AGENCY of any actual, apparent or potential conflicts of interest that may develop subsequent to the date of execution of this AGREEMENT. CONSULTANT further agrees to complete any statements of economic interest if required by either LOCAL AGENCY ordinance or State law.

C. The CONSULTANT hereby certifies that it does not now have nor shall it acquire any financial or business interest that would conflict with the performance of services under this AGREEMENT.

D. The CONSULTANT hereby certifies that the CONSULTANT or subconsultant and any firm affiliated with the CONSULTANT or subconsultant that bids on any construction contract or on any Agreement to provide construction inspection for any construction project resulting from this AGREEMENT, has established necessary controls to ensure a conflict of interest does not exist. An affiliated firm is one, which is subject to the control of the same persons, through joint ownership or otherwise.

11. ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL

CONSIDERATION
The CONSULTANT warrants that this AGREEMENT was not obtained or secured through rebates, kickbacks or other unlawful consideration either promised or paid to any LOCAL AGENCY employee. For breach or violation of this warranty, LOCAL AGENCY shall have the right, in its discretion, to terminate this AGREEMENT without liability, to pay only for the value of the work actually performed, or to deduct from this AGREEMENT price or otherwise recover the full amount of such rebate, kickback or other unlawful consideration.

12. ARTICLE XV Prohibition of Expending City, State, or Federal Funds for Lobbying
A. The CONSULTANT certifies, to the best of his or her knowledge and belief, that:

1. No State, Federal, or CITY appropriated funds have been paid or will be paid, by or on behalf of the CONSULTANT, to any person for influencing or attempting to influence an officer or employee of any local, State, or Federal agency, a Member of the State Legislature or United States Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of the Legislature or Congress in connection with the awarding or making of this AGREEMENT, or with the extension, continuation, renewal, amendment, or modification of this AGREEMENT.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

Congress, or an employee of a member of Congress in connection with this AGREEMENT, the CONSULTANT shall complete and submit Standard Form- LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

B. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than ten thousand dollars ($10,000) and not more than one hundred thousand dollars ($100,000) for each such failure.

C. The CONSULTANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower tier sub-agreements, which exceed one hundred thousand dollars ($100,000), and that all such sub-recipients shall certify and disclose accordingly.

2. ARTICLE XVI Non-Discrimination Clause and Statement of Compliance
A. The CONSULTANT’s signature affixed herein and dated shall constitute a certification under penalty of perjury under the laws of the State of California that the CONSULTANT has, unless exempt, complied with the nondiscrimination program requirements of Gov. Code §12990 and 2 CCR § 8103.

B. During the performance of this AGREEMENT, CONSULTANT and its sub- consultants shall not deny the AGREEMENT’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. CONSULTANT and sub-consultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment.

C. CONSULTANT and sub-consultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 et seq.), the applicable regulations promulgated there under (2 CCR §11000 et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by CITY to implement such article. The applicable regulations of the Fair Employment and Housing Commission implementing Gov. Code §12990 (a-f), set forth 2 CCR Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

§§8100-8504, are incorporated into this AGREEMENT by reference and made a part hereof as if set forth in full.

D. CONSULTANT shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than twenty-four (24) hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this clause.

E. CONSULTANT and its sub-consultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

F. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this AGREEMENT.

G. The CONSULTANT, with regard to the work performed under this AGREEMENT, shall act in accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the United States shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest.

The CONSULTANT shall comply with regulations relative to non-discrimination in federally-assisted programs of the U.S. Department of Transportation (49 CFR Part 21 - Effectuation of Title VI of the Civil Rights Act of 1964). Specifically, the CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR §21.5, including employment practices and the selection and retention of sub-consultants.

3. ARTICLE XVII Debarment and Suspension Certification
A. The CONSULTANT’s signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California, that the CONSULTANT or any person associated therewith in the capacity of owner, partner, director, officer or manager.

1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;

2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

3. Does not have a proposed debarment pending; and

4. Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years.

B. Any exceptions to this certification must be disclosed to CITY. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining responsibility. Disclosures must indicate the party to whom the exceptions apply, the initiating agency, and the dates of agency action.

C. Exceptions to the Federal Government Excluded Parties List System maintained by the U.S. General Services Administration are to be determined by FHWA.

4. ARTICLE XVIII Disadvantaged Business Enterprises (DBE) Participation A. This AGREEMENT is subject to 49 CFR Part 26 entitled “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”. CONSULTANTs who enter into a federally-funded agreement will assist the CITY in a good faith effort to achieve California's statewide overall DBE goal.

B. The goal for DBE participation for this AGREEMENT is 0.00%. Participation by DBE CONSULTANT or sub-consultants shall be in accordance with information contained in Exhibit 10-O1: Consultant Proposal DBE Commitment , or in Exhibit 10-O2: Consultant Contract DBE Commitment attached hereto and incorporated as part of the AGREEMENT. If a DBE sub-consultant is unable to perform, CONSULTANT must make a good faith effort to replace him/her with another DBE sub-consultant, if the goal is not otherwise met.

C. CONSULTANT can meet the DBE participation goal by either documenting commitments to DBEs to meet the AGREEMENT goal, or by documenting adequate good faith efforts to meet the AGREEMENT goal. An adequate good faith effort means that the CONSULTANT must show that it took all necessary and reasonable steps to achieve a DBE goal that, by their scope, intensity, and appropriateness to the objective, could reasonably be expected to meet the DBE goal. If CONSULTANT has not met the DBE goal, complete and submit Exhibit 15-H: DBE Information – Good Faith Efforts to document efforts to meet the goal.

Refer to 49 CFR Part 26 for guidance regarding evaluation of good faith efforts to meet the DBE goal.

D. DBEs and other small businesses, as defined in 49 CFR Part 26 are encouraged to participate in the performance of AGREEMENTs financed in Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

whole or in part with federal funds. The CITY, CONSULTANT or sub-consultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT shall carry out applicable requirements of 49 CFR part 26 in the award and administration of DOT-assisted contracts. Failure by the CONSULTLANT to carry out these requirements is a material breach of this AGREEMENT, which may result in the termination of this AGREEMENT or such other remedy as the CITY deems appropriate, which may include, but is not limited to:

1. Withholding monthly progress payments;

2. Assessing sanctions;

3. Liquidated damages; and/or

4. Disqualifying the contractor from future bidding as non-responsible E. A DBE firm may be terminated only with prior written approval from CITY and only for the reasons specified in 49 CFR §26.53(f). Prior to requesting CITY consent for the termination, CONSULTANT must meet the procedural requirements specified in 49 CFR §26.53(f). If a DBE sub-consultant is unable to perform, CONSULTANT must make a good faith effort to replace him/her with another DBE sub-consultant, if the goal is not otherwise met.

F. Consultant shall not be entitled to any payment for such work or material unless it is performed or supplied by the listed DBE or by other forces (including those of Consultant) pursuant to prior written authorization of the CITY’s Contract Administrator.

G. A DBE is only eligible to be counted toward the AGREEMENT goal if it performs a commercially useful function (CUF) on the AGREEMENT. CUF must be evaluated on an agreement by agreement basis. A DBE performs a Commercially Useful Function (CUF) when it is responsible for execution of the work of the AGREEMENT and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible, with respect to materials and supplies used on the AGREEMENT, for negotiating price, determining quality and quantity, ordering the material and installing (where applicable), and paying for the material itself. To determine whether a DBE is performing a CUF, evaluate the amount of work subcontracted, industry practices, whether the amount the firm is to be paid under the AGREEMENT is commensurate with the work it is actually performing, and other relevant factors.

H. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, AGREEMENT, or project through which funds are Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate.

I. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its AGREEMENT with its own work force, or the DBE subcontracts a greater portion of the work of the AGREEMENT than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF.

J. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime CONSULTANT shall also show the date of work performed by their own forces along with the corresponding dollar value of the work.

K. Upon completion of the AGREEMENT, a summary of these records shall be prepared and submitted on the form entitled, Exhibit 17-F: Final Report- Utilization of Disadvantaged Business Enterprise (DBE) First-Tier Subconsultants, certified correct by CONSULTANT or CONSULTANT’s authorized representative and shall be furnished to the Contract Administrator with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in twenty-five percent (25%) of the dollar value of the invoice being withheld from payment until the form is submitted. The amount will be returned to CONSULTANT when a satisfactory “Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Sub-consultants” is submitted to the Contract Administrator.

L. If a DBE sub-consultant is decertified during the life of the AGREEMENT, the decertified sub-consultant shall notify CONSULTANT in writing with the date of decertification. If a sub-consultant becomes a certified DBE during the life of the AGREEMENT, the sub-consultant shall notify CONSULTANT in writing with the date of certification. Any changes should be reported to CITY’s Contract Administrator within thirty (30) calendar days.

M.Any subcontract entered into as a result of this AGREEMENT shall contain all of the provisions of this section.

5. ARTICLE XXIX National Labor Relations Board Certification In accordance with Public Contract Code §10296, CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against CONSULTANT Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

within the immediately preceding two-year period, because of CONSULTANT’s failure to comply with an order of a federal court that orders CONSULTANT to comply with an order of the National Labor Relations Board.

Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers

EXHIBIT E
FEHR & PEER’S CALTRANS EXHIBITS
Following this page are the Included Caltrans Exhibits listed below:

Caltrans Exhibit 10-A
Caltrans Exhibit 10-H
Caltrans Exhibit 10-I
Caltrans Exhibit 10-O1
Caltrans Exhibit 10-O2
Caltrans Exhibit 10-Q
Caltrans Exhibit 15-H
Design Professional Services Agreement – On Call Traffic Eng Fed -Fehr & Peers Design Professional Services Agreement – On Call Traffic Eng Fed - Interwest

DESIGN PROFESSIONAL SERVICES AGREEMENT
This Design Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this 13 day of September 2023, by and between the City of Vallejo, a municipal corporation ("City"), and Interwest Consulting Group, Inc., a California corporation, hereinafter referred to as Design Professional, who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Design Professional shall provide the City professional services as specified in Exhibit A, entitled “Scope of Work.”

3. Facilities and Equipment. Design Professional shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.

Design Professional Services Agreement – On Call Traffic Eng Fed - Interwest to a written design-build joint venture agreement.

The provisions of this Section are not limited by the insurance provisions of this Agreement.

The provisions of this section shall survive the completion of the services, expiration or termination of this Agreement.

8. Independent Contractor. Design Professional is an independent contractor. Neither Design Professional nor any of Design Professional’s officers, employees, agents or subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Design Professional only insofar as the results of Design Professional Services Agreement – On Call Traffic Eng Fed - Interwest Design Professional’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Design Professional accomplishes services pursuant to this Agreement.

Design Professional’s responsibilities under this section shall not be delegated.

Design Professional shall be responsible to City for acts, errors, or omissions of Design Professional’s subcontractors.

Design Professional shall prepare plans, specifications, reports, and/or other work products in such a way that amendments or change orders to the agreement between City and its construction contractor will not be necessary, except for unforeseeable circumstances. As used herein, “unforeseeable Design Professional Services Agreement – On Call Traffic Eng Fed - Interwest circumstances” shall mean facts or inferences from those facts that could not be ascertained by a combination of reasonable site inspection during the preparation of the plans and specifications by Design Professional and the reasonable application to such inspection of expertise consistent with the level of care and skill ordinarily exercised under similar conditions by members of Design Professional‘s profession currently practicing in California.

13. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.

Design Professional Services Agreement – On Call Traffic Eng Fed - Interwest Design Professional shall pay, when and as due, any and all taxes incurred as a result of Design Professional’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

Design Professional shall have no authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.

16. Term. The term of this Agreement shall commence on September 13, 2023 and shall continue in full force and effect until June 30, 2026.

The City shall pay Design Professional for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of the work or any defined task which according to the performance Design Professional Services Agreement – On Call Traffic Eng Fed - Interwest schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Design Professional for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Design Professional for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.

19. Cooperation by City. City shall, to the extent reasonable and practicable, assist and cooperate with Design Professional in the performance of Design Professional’s services hereunder.

Design Professional Services Agreement – On Call Traffic Eng Fed - Interwest The City is an intended beneficiary of any work performed by Design Professional’s subcontractor for purposes of establishing a duty of care between the subcontractor and City.

If to City: Melissa Tigbao
Public Works Director
City of Vallejo- Public Works Department
Design Professional Services Agreement – On Call Traffic Eng Fed - Interwest 555 Santa Clara Street
Vallejo, CA 94590
If to Design Professional: Paul Meschino
President
Interwest Consulting Group, Inc.
9300 W. Stockton Blvd., Suite 105
Elk Grove, CA 95758
Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

Routine administrative communications shall be made pursuant to section 1 of Exhibit A.

25. Severability Clause. Should any provision of this Agreement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

27. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

Design Professional Services Agreement – On Call Traffic Eng Fed - Interwest