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HomeMy WebLinkAbout2006 CON Harris & Associates - Eng. Traffic CotrolAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND HARRIS AND ASSOCIATES THIS AGREEMENT is entered into this 18th day of July, 2006, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Harris and Associates, a Corporation (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide Traffic Engineering Services to repair and monitor the City's automated traffic signal control system at the City Hall and maintain the communication system in the field. WHEREAS, the CITY has determined that the CONTRACTOR is a professional engieering firm and is qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY hereby agrees to engage the CONTRACTOR and the CONTRACTOR hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services required hereunder will be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. SCOPE OF SERVICES. The CONTRACTOR will perform services as set forth in the attached Exhibit "A". The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONTRACTOR shall appear at meetings cited in Exhibit "A"to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 15% from the base amount. Revised April 2005 1. PROJECT COORDINATION AND SUPERVISION. Din Daneshfar hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Javier Saunders thereby is designated as the Project Director for the CONTRACTOR. 2. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $48,000, the schedule given in Exhibit "A" (the Base amount) without prior written authorization from the Project Manager. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A"� as determined by the CITY. The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY and for furnishing of copies to the CITY, if requested. 3. LENGTH OF AGREEMENT. Completion dates or time durations for specific portions of the Project are set forth in Exhibit "A". The time duration shall not exceed 12 months. 4. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONTRACTOR hereby assigns to the CITY and CONTRACTOR thereby expressly waives and disclaims, any copyright in, and the right to reproduce, all written material, drawings, plans, specifications or other work prepared under this agreement, except upon the CITY's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium or method utilize the 2 CONTRACTOR's written work product for the CITY's purposes, and the CONTRACTOR expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14 but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 7. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S employees are employee of the CITY and are not entitled to any of the rights, benefits, or privileges of the CITY's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR's employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or subcontractors, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its subcontractor(s) shall require the subcontractor to adhere to the applicable terms of this Agreement. 8. CONTROL. Neither the CITY nor its officers, agents or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR's employees except as herein set forth, and the CONTRACTOR expressly agrees not to represent that the CONTRACTOR or the CONTRACTOR's agents, servants, or employees are in any manner agents, servants or employees of the CITY, it being understood that the CONTRACTOR, its agents, servants, and employees are as to the CITY wholly independent contractors and that the CONTRACTOR's obligations to the CITY are solely such as are prescribed by this Agreement. 9. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all applicable State and Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City of National City, whether now in force. The CONTRACTOR, and each of its subcontractors, shall obtain and maintain a current City of National City 3 Revised April 2005 business license prior to and during performance of any work pursuant to this Agreement. 10. LICENSES. PERMITS, ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONTRACTOR to practice its profession. 11. STANDARD OF CARE. A. The CONTRACTOR, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONTRACTOR'S trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this agreement, the CONTRACTOR warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONTRACTOR's professional performance or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CITY otherwise, the CONTRACTOR warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub -paragraph will render the CONTRACTOR liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 12. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous 4 Revised April 2005 places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 13. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONTRACTOR shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 14. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify, and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions,. proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the proportionate extend caused by the CONTRACTOR's negligent performance of this Agreement. 15. WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said 5 Revised April 2005 acts which may be incurred by reason of any work to be performed by the CONTRACTOR under this Agreement. 16. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies: ® A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include non -owned vehicles. C. Comprehensive general liability insurance, with minimum limits of $1,000,000 combined single limit per occurrence, covering all bodily injury and property damage arising out of its operation under this Agreement. D. Workers' compensation insurance covering all of CONTRACTOR's employees. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. Said policies, except for the professional liability and worker's compensation policies, shall name the CITY and its officers, agents and employees as additional insureds. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agree- ment. H. Any aggregate insurance limits must apply solely to this Agree- ment. I. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the City's Risk Manager. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 17. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or 6 Revised April 2005 dispute, whether by final judgment or out -of -court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 18. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60- day's written notice to the CONTRACTOR. During said 60-day period the CONTRACTOR shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONTRACTOR's breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. 7 Revised April 2005 E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To the CITY: To the CONTRACTOR: Stephen M. Kirkpatrick City Engineer City of National City 1243 National City Boulevard National City, CA 91950-4301 Javier Saunders Regional Manager Harris And Associates 750 B Street, Suite 1800 San Diego, CA 92101 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONTRACTOR also agrees not to specify Revised April 2005 any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ® If checked, the CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 21 by the CONTRACTOR. 22. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. Scope of Work (EXhibit "A") F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. 9 Revised April 2005 G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Entire Agreement. This Agreement supersedes any prior agree- ments, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. J. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: Nick Inzunza, Mayor APPROVED AS TO FORM: George H. Eiser, III City Attorney SHar�ris and Aesoctates (Corporation — signatures of two corporate officers) (Partnership — one signature) (Sole proprietorship — one signature) By: (Name) Vices. PpsioEnrr (Title) (Title) eseattwti- 10 Revised April 2005 EXHIBIT "A" SCOPE OF WORK Task 1- Configure New Signals Our recent efforts of inspecting the South Bay Interconnect Project has prompted the City of San Diego to coordinate with the construction contractor and complete the work necessary to communicate with the 14 locations. Now that this work is complete we are able to configure the QuicNet master and local intersection software to bring the new locations online. The locations are shown on Figure 1. Incorporating the 14 new locations will include the following effort: • Develop a matrix to configure the new locations through the communication port. • Set the communications parameters in the local controllers. • Set the controller parameters in the QuicNet database. • Verify controller operation and upload and save the controller database. • Update the system map and create the intersection icons. • Create the real time intersection graphic operational display. • Group the intersections for plan operations. It is important to note that the true test of completeness will be configuring the intersections on the system and verifying communication. The City of San Diego has advised that the South Bay interconnect contractor has completed the necessary work to provide communication with the 14 locations and this is the basis of our estimated effort. If the South Bay interconnect is not complete further effort will be required. Upon completion of this task we will schedule a walk through with City of San Diego staff, to show the final results, as they have expressed interest in seeing the South Bay Interconnect system in operation. At present, the City of National City will be the first city on the South Bay system to be successfully operating the interconnect. Task 2- Establish Traffic Signal Coordination A review of the QuicNet database has provided that the City's traffic signal coordination is mostly non-functional. This is primarily due to system disrepair and routine maintenance activities deleting previously established coordination parameters due to complaints or detection problems. EXHIBIT A-1 1112 Harris 24 Associate! This task will establish valid coordination timing for the overall system coverage including the 35 original intersections and 14 new intersections. Establishing system -wide traffic signal coordination will include the following effort: • Review and compare available timing plans in the existing QuicNet database against local controller data. • Investigate timing parameters at several locations to find out why there were maintenance changes. • Research available documentation for traffic count data. • Create a rudimentary analysis model to provide initial cycle length and offset parameters, especially for the 14 new locations. • Implement time of day (AM, off-peak, and PM peak) coordination where appropriate. • "Stand on the corner" to observe and adjust cycle length, offset, and force offs for coordinated operation. • Coordinate with the City's signal maintenance contractor and prevent any newly established communication and/or coordination data from being deleted. This effort utilizes the most economical approach possible to establish valid coordination timing across the system. In the future, coordination studies would be based upon newly collected traffic count data and an -in depth analysis, based upon accepted procedures for optimizing traffic signal operation. Task 3- Project Management and Monthly Meetings. This task will provide for one kick-off meeting and follow up meeting for task one (1) and two (2). We will provide meeting agenda and minutes. During the monthly maintenance period, 2.5 hours a month for one meeting and minutes is assumed. Task 4- Operation and Maintenance of QuicNet System At the onset of this project, KOA will apply a regular maintenance routine to monitor the QuicNet system. We will utilize system features such as the map status interface and alarm reporting to monitor the system. The system operation and monitoring will be accomplished via the remote connection on the designated workstation in the KOA Old Town office. The following is a list of some of the routine maintenance activities: • Alarm Report Setup — System alarm options will be setup to report and log alarms that may include: stop time, cabinet flash, manual, memory error, door open, detector failure, and offline. EXHIBIT A-2 Harris Re Accoriatf • Alarm Log Check — Approximately twice per week, the system alarm reports will be checked. Any abnormalities will be investigated. • System Status Check — On an approximately daily basis the system interface will be checked for system status and to verify the proper operation of timing plans. • Field Verification — Any system issues that are not readily discernable through system operation will be field verified. Issues may include: hardware and software problems, traffic signal timing inquiries made by the public and/or City staff. We will provide responses to residents if desired, upon the conclusion of these investigations. • Maintenance Staff Coordination — We will coordinate with the City signal maintenance contractor to address any intersection detector and general equipment failures. • Test Runs — KOA staff will drive the City's coordinated system on an approximately monthly basis to make observations and verify the overall operation to ensure coordinated systems are functioning properly and effectively. • Fine Tune Adjustments — Fine tune adjustments of coordination plans will be made based on test run observations. The changes will generally include offset and split times, but could also include cycle length and schedule adjustments. • Signal Timing Charts — Timing charts will be prepared and maintained showing all information required for data entry and programming of each intersection. The chart will be displayed in each intersection cabinet. Additional Maintenance Activities The following maintenance activities occur less frequently than the items listed above. The effort required to perform these activities may be able to be completed within the task or may require extra work dependant on the effort required. • Construction or Special Events — KOA will implement temporary timing changes for construction or special events as requested by the City. • General Operational Issues — At locations where physical improvements may be desirable, we will advise the City of potential needs and suggest general courses for corrective action. • Signal Turn On or Modifications - New or modified timing parameters will be prepared for new or modified traffic signals. Each timing chart will comply with accepted practices for timing parameters. Each location will also be added to the QuicNet system. • Coordination with Other Agencies - We will closely coordinate with adjacent agencies including Caltrans, the City of San Diego, and the City of Chula Vista to address cross - jurisdictional signal timing issues. • Coordinate with City MIS Department to establish a remote connection to the City's engineering department and provide training to City employee. Training is a short introduction to the function and operation of the traffic interconnect system and server. EXHIBIT A-3 It is important to note that upon completion of Task I and Task 2, system operation and maintenance will become more streamlined. Also, a number of the items listed above will be required more or less frequently than others. Task 5 - Additional As -Needed Tasks Similar to the tasks completed for the system restoration project, additional services relating to traffic signal design, signal timing, review of plans for traffic signal improvements, and construction services may also be provided. Harris will provide additional services on an as needed basis. The additional services may include the following areas that also relate to the operation of the signal system: • Traffic studies relative to traffic signal coordination. • Traffic signal design of new traffic signals. • Traffic signal design/modifications of existing traffic signals and/or interconnect system, including required intersection modifications. • Traffic signal construction management and inspection services. • Plan check of traffic signal plans, traffic control plans, and traffic signing and striping plans. • Meetings requested to attend including Public Hearings, Public Forums, pre -construction meetings, coordination/planning meetings, and meetings in addition to these identified. • Any other traffic -related projects are directed by the City of National City. EXHIBIT A-4 Harris & Associate PROPOSED FEE AND SCHEDULE Table 1 Estimated Schedule and Fee Task Measure Hours Rate Direct Costs Total Schedule Task 1 Configure New Signals 14 signals 60 $100 per hour $100 $6,100 1 month Task 2 Establish Traffic Signal Coordination 50 signals 150 $100 per hour $500 $15,500 3 months Task 3 Project Management & Meetings 1 meeting per month (if needed) 4 $150 per hour 0 $600.00 Monthly only if needed Sub -total tasks 1-3 $22,200.00 Sub -Consultant Mark -Up 10% $2160.00 Total tasks 1-3 $24,360.00 Task 4 System Operation and Maintenance 50 signals 22.5 per month (20hrs)$110 per hour (2.5hrs)$150 per hour $50 per month $2,625 per month monthly Task 5 As Needed Tasks Estimated on an as needed basis. To develop the estimated fee, it was necessary to develop level of effort estimates for each of the tasks on a per intersection basis. Tasks 1, 2, and 3 require the most significant level of effort and will be complete 3 months from the notice to proceed for a combined fee of $24,630. It is expected that Task 4 will include approximately daily monitoring of system operations through the QuicNet remote connection and field visits. Also anticipated are test runs, modifications to and development of signal timing charts, and modification to system settings to accommodate changes to the system. The estimated fee for Task 4 is $2,625 per month. The City can elect the length of time based on the City's budget. Task 5 lists as -needed tasks that may be requested by the City. The estimated fee for these types of work will be estimated on an as -needed basis at the time of request. EXHIBIT A-5 Harris & Associate Katz, Okitsu & Associates imRrz ap aae nnATmuryxmiim PWmu, LEGEND ® Configure New Signal re Off Line Signal Manual Online (Not Coordinated) 40 Online Plan Control Figure 1 QuickNet4 System City of National City Signal System Restoration RESOLUTION NO. 2006 — 129 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY ENGINEER TO EXECUTE AN AGREEMENT WITH HARRIS & ASSOCIATES FOR THE NOT TO EXCEED AMOUNT OF $48,000 FOR A ONE-YEAR PERIOD TO PROVIDE ENGINEERING SERVICES TO REPAIR AND MONITOR THE CITY'S AUTOMATED TRAFFIC SIGNAL CONTROL SYSTEM AT THE CIVIC CENTER, AND MAINTAIN THE COMMUNICATION SYSTEM IN THE FIELD WHEREAS, the City desires to employ a contractor to provide engineering services to repair and monitor the City's automated traffic signal control system at the Civic Center, and maintain the communication system in the field; and WHEREAS, the City has determined that Harris & Associates is qualified by experience and ability to perform such services desired by the City, and Harris & Associates is willing to perform such services for the not to exceed amount of $48,000. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the City Engineer to execute an agreement in the not to exceed amount of $48,000 with Harris & Associates to provide engineering services to repair and monitor the City's automated traffic signal control system at the Civic Center, and maintain the communication system in the field. Said agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 18th day of July, 2006. Nick In inz }yor ATTEST: Michael Dalla, ty Clerk APPROVED AS TO FORM: George H. Eiser, III City Attorney Passed and adopted by the Council of the City of National City, California, on July 18, 2006, by the following vote, to -wit: Ayes: Councilmembers: Inzunza, Morrison, Natividad, Parra, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: NICK INZUNZA Mayor of the City of National City, California h City Clerk of the City of/National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2006-129 of the City of National City, California, passed and adopted by the Council of said City on July 18, 2006. City Clerk of the City of National City, California By: Deputy City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Della, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 August 1, 2006 Mr. Javier Saunders Regional Manager Harris and Associates 750 B Street. Suite 1800 San Diego, CA 92101 Project: National City — Automated traffic control system repair and monitoring, Resolution No. 2006-129 Dear Mr.Saunders: On July 18, 2006, the City Council of the City of National City passed and adopted Resolution No. 2006 - 129, awarding a contract in the not to exceed amount of $48,000 to Harris & Associates. We are pleased to enclose one fully executed original contract and one certified copy of the Resolution for your records. Should you have any questions, please contact Mr. Stephen Kirkpatrick, City Engineer at (619) 336-4380. Sincerely, Michael R. Dalla City Clerk MRD Enclosure cc: Engineering ® Recycled Paper MEETING DATE July 18, 2006 City of National City, California COUNCIL AGENDA STATEMENT AGENDA ITEM NO. 10 (-ITEM TITLE Resolution of the City Council of National City approving a contract agreement between the City and Harris & Associates for Not to Exceed amount of $48,000 for one year period to provide engineering services to repair and monitor the City's automated traffic signal control system at the City Hall and maintain the communication system in the field, and authorizing the City Engineer to execute the agreement (funding through Gas Tax) PREPARED BY Din Daneshfar DEPARTMENT Engineering Ext. 4387 EXPLANATION See attached explanation. Environmental Review X N/A Financial Statement Total contract amount is for $48,000. The funds are available in the following accounts: 109-409-500-598-6557 ($38,610) and 109-409-500- ($114,650) Account No. STAFF RECOMMENDATION Adopt the Resolution. BOARD / COMMISSION RECOMMEN ION N/A ATTACHMENTS ( Listed Below ) 1. Resolution 2. Contract Agreement Resolution No. aoa 6 -I 9 A-200 (9/80) RE: Resolution of the City Council of National City approving a contract agreement between the City and Harris & Associates for Not to Exceed amount of $48,000 for one year period to provide engineering services to repair and monitor the City's automated traffic signal control system at the City Hall and maintain the communication system in the field, and authorizing the City Engineer to execute the agreement (funding through Gas Tax) The City of National City has invested federal Congestion Management Air Quality (CMAQ) funds annually from 1989 to 2003 on the installation of the City's existing fiber optic cable network in the field, and used a portion of the first year's allocation to install an automated traffic signal control system (QuicNet 4 System) at the City Hall. The City of San Diego has recently completed its Regional Fiber Optic Cable installation (South Bay Traffic Signal Interconnect Project) through National City. As a part of the project fourteen traffic signals have been interconnected and added to the City of National City's existing system in the field. These interconnected traffic signals are located on Highland Avenue between Chula Vista and San Diego boundaries and on 8th Street between Palm Avenue and Roosevelt Avenue. The City's entire interconnected traffic signals are located on the following streets: National City Boulevard (8t'' to 30th Streets), 30th Street (National City Boulevard to Euclid Ave), Euclid Avenue (30th to Division Streets), Plaza Boulevard (Roosevelt Ave to Plaza Blvd), 8th Street (Palm to Roosevelt Ave), and Highland Avenue (30th to Division Streets). There are currently forty-nine traffic signals that are interconnected in the field. The total number of the existing traffic signals in National City is seventy-four excluding California Department of Transportation (Caltrans) traffic signals. Caltrans traffic signals will not be on the City's system, however, the City will coordinate with Caltrans to make some timing adjustment. Caltrans has thirteen traffic signals in the City of National City jurisdiction. Due to the irregular use of the QuicNet system, the existing system has degraded. Some sections of the fiber optic cables had been disturbed/disconnected due to various construction activities in the field. In addition, the original signal timing schedules had been modified by the daily maintenance activities. Based upon the existing as -needed contract, the City requested Harris & Associate to provide engineering services and restore/ update the City's QuicNet system. The consultant has recently completed the work. The work included restoration of the QuicNet system, upgrading of the main server, and repair of modems in the signal control cabinets in the field. The Consultant also inspected the City of San Diego's work in order to verify that the South Bay Interconnect project was properly completed in National City. The fiber assignments were documented and returned to proper configuration. The communication was restored for 33 intersections. Now, in order to maintain the system in operation and keep it up-to-date, the system will require daily maintenance. 1 The purpose of this resolution is to obtain an approval for a maintenance contract (attached) with Harris & Associate with a 12 month not to exceed duration clause. The scope of work will include the incorporation of the fourteen new traffic signals (installed by City of San Diego) into the QuicNet system at the City Hall, retiming, and coordination of all the traffic signals on the system within the first three months. This work will cost $24,360 for the first three months. After three months the consultant will continue with the regular maintenance of the system until the contract is terminated at the end of the 12t1i month. The regular maintenance cost will be $2,625 per month. The total cost will be deducted from the Gas Tax funds that are earmarked for traffic signal monitoring/upgrading purposes. The total cost for the 12 months will be $48,000. The attached scope of work (Exhibit "A") shows the detailed tasks. It should be noted that the attached figure one shows only the interconnected traffic signals. 2 AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND HARRIS AND ASSOCIATES THIS AGREEMENT is entered into this 18th day of July, 2006, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Harris and Associates, a Corporation (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide Traffic Engineering Services to repair and monitor the City's automated traffic signal control system at the City Hall and maintain the communication system in the field. WHEREAS, the CITY has determined that the CONTRACTOR is a professional engieering firm and is qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY hereby agrees to engage the CONTRACTOR and the CONTRACTOR hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services required hereunder will be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. SCOPE OF SERVICES. The CONTRACTOR will perform services as set forth in the attached Exhibit "A". The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONTRACTOR shall appear at meetings cited in Exhibit "A"to keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 15% from the base amount. Revised April 2005 3. PROJECT COORDINATION AND SUPERVISION. Din Daneshfar hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement.. The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Javier Saunders thereby is designated as the Project Director for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A"shall not exceed the schedule given in Exhibit "A" (the Base amount) without prior written authorization from the Project Manager. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A"as determined by the CITY. The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY and for furnishing of copies to the CITY, if requested. 5. LENGTH OF AGREEMENT. Completion dates or time durations for specific portions of the Project are set forth in Exhibit "A". The time duration shall not exceed 12 months. 6. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONTRACTOR hereby assigns to the CITY and CONTRACTOR thereby expressly waives and disclaims, any copyright in, and the right to reproduce, all written material, drawings, plans, specifications or other work prepared under this agreement, except upon the CITY's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium or method utilize the 2 Revised April 2005 CONTRACTOR's written work product for the CITY's purposes, and the CONTRACTOR expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14 but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 7. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S employees are employee of the CITY and are not entitled to any of the rights, benefits, or privileges of the CITY's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR's employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or subcontractors, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its subcontractor(s) shall require the subcontractor to adhere to the applicable terms of this Agreement. 8. CONTROL. Neither the CITY nor its officers, agents or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR's employees except as herein set forth, and the CONTRACTOR expressly agrees not to represent that the CONTRACTOR or the CONTRACTOR's agents, servants, or employees are in any manner agents, servants or employees of the CITY, it being understood that the CONTRACTOR, its agents, servants, and employees are as to the CITY wholly independent contractors and that the CONTRACTOR's obligations to the CITY are solely such as are prescribed by this Agreement. 9. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all applicable State and Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City of National City, whether now in force. The CONTRACTOR, and each of its subcontractors, shall obtain and maintain a current City of National City Revised April 2005 business license prior to and during performance of any work pursuant to this Agreement. 10. LICENSES, PERMITS, ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONTRACTOR to practice its profession. 11. STANDARD OF CARE. A. The CONTRACTOR, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONTRACTOR'S trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this agreement, the CONTRACTOR warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONTRACTOR's professional performance or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CITY otherwise, the CONTRACTOR warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub -paragraph will render the CONTRACTOR liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 12. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous 4 Revised April 2005 places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 13. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONTRACTOR shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 14. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify, and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the proportionate extend caused by the CONTRACTOR's negligent performance of this Agreement. 15. WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Govemment Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said 5 Revised April 2005 acts which may be incurred by reason of any work to be performed by the CONTRACTOR under this Agreement. 16. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies: ® A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include non -owned vehicles. C. Comprehensive general liability insurance, with minimum limits of $1,000,000 combined single limit per occurrence, covering all bodily injury and property damage arising out of its operation under this Agreement. D. Workers' compensation insurance covering all of CONTRACTOR's employees. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. Said policies, except for the professional liability and worker's compensation policies, shall name the CITY and its officers, agents and employees as additional insureds. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agree- ment. H. Any aggregate insurance limits must apply solely to this Agree- ment. I. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the City's Risk Manager. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 17. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or 6 Revised April 2005 dispute, whether by final judgment or out -of -court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 18. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60- day's written notice to the CONTRACTOR. During said 60-day period the CONTRACTOR shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONTRACTOR's breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. 7 Revised April 2005 E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR. 20. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by ovemight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To the CITY: Stephen M. Kirkpatrick City Engineer City of National City 1243 National City Boulevard National City, CA 91950-4301 To the CONTRACTOR: Javier Saunders Regional Manager Harris And Associates 750 B Street, Suite 1800 San Diego, CA 92101 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONTRACTOR also agrees not to specify 8 Revised April 2005 any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ® If checked, the CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CITY for all damages., costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 21 by the CONTRACTOR. 22. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. Scope of Work (EXhibit "A") F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. 9 Revised April 2005 G. Waiver. The waiver or failure to enforce any provision of this Agreement .shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Entire Agreement. This Agreement supersedes any prior agree- ments, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. J. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY lHrrls<;ad::es: ates) (Corporation - signatures of two corporate officers) (Partnership — one signature) (Sole proprietorship— one signature) By: By: Nick Inzunza, Mayor (Name) V�cE /Lc IDEA1T APPROVED AS TO FORM: George H. Eiser, III City Attorney By: (Title) 10 Revised April 2005 EXHIBIT "A" SCOPE OF WORK Task 1- Configure New Signals Our recent efforts of inspecting the South Bay Interconnect Project has prompted the City of San Diego to coordinate with the construction contractor and complete the work necessary to communicate with the 14 locations. Now that this work is complete we are able to configure the QuicNet master and local intersection software to bring the new locations online. The locations are shown on Figure 1. Incorporating the 14 new locations will include the following effort: • Develop a matrix to configure the new locations through the communication port. • Set the communications parameters in the local controllers. • Set the controller parameters in the QuicNet database. • Verify controller operation and upload and save the controller database. • Update the system map and create the intersection icons. • Create the real time intersection graphic operational display. • Group the intersections for plan operations. It is important to note that the true test of completeness will be configuring the intersections on the system and verifying communication. The City of San Diego has advised that the South Bay interconnect contractor has completed the necessary work to provide communication with the 14 locations and this is the basis of our estimated effort. If the South Bay interconnect is not complete further effort will be required. Upon completion of this task we will schedule a walk through with City of San Diego staff, to show the final results, as they have expressed interest in seeing the South Bay Interconnect system in operation. At present, the City of National City will be the first city on the South Bay system to be successfully operating the interconnect. Task 2- Establish Traffic Signal Coordination A review of the QuicNet database has provided that the City's traffic signal coordination is mostly non-functional. This is primarily due to system disrepair and routine maintenance activities deleting previously established coordination parameters due to complaints or detection problems. EXHIBIT A-1 Harris A Associate! This task will establish valid coordination timing for the overall system coverage including the 35 original intersections and 14 new intersections. Establishing system -wide traffic signal coordination will include the following effort: • Review and compare available timing plans in the existing QuicNet database against local controller data. • Investigate timing parameters at several locations to find out why there were maintenance changes. • Research available documentation for traffic count data. • Create a rudimentary analysis model to provide initial cycle length and offset parameters, especially for the 14 new locations. • Implement time of day (AM, off-peak, and PM peak) coordination where appropriate. • "Stand on the corner" to observe and adjust cycle length, offset, and force offs for coordinated operation. • Coordinate with the City's signal maintenance contractor and prevent any newly established communication and/or coordination data from being deleted. This effort utilizes the most economical approach possible to establish valid coordination timing across the system. In the future, coordination studies would be based upon newly collected traffic count data and an -in depth analysis, based upon accepted procedures for optimizing traffic signal operation. Task 3- Project Management and Monthly Meetings. This task will provide for one kick-off meeting and follow up meeting for task one (1) and two (2). We will provide meeting agenda and minutes. During the monthly maintenance period, 2.5 hours a month for one meeting and minutes is assumed. Task 4- Operation and Maintenance of QuicNet System At the onset of this project, KOA will apply a regular maintenance routine to monitor the QuicNet system. We will utilize system features such as the map status interface and alarm reporting to monitor the system. The system operation and monitoring will be accomplished via the remote connection on the designated workstation in the KOA Old Town office. The following is a list of some of the routine maintenance activities: • Alarm Report Setup — System alarm options will be setup to report and log alarms that may include: stop time, cabinet flash, manual, memory error, door open, detector failure, and offline. EXHIBIT A-2 NA Harris R Assnri t • Alarm Log Check — Approximately twice per week, the system alarm reports will be checked. Any abnormalities will be investigated. • System Status Check — On an approximately daily basis the system interface will be checked for system status and to verify the proper operation of timing plans. • Field Verification — Any system issues that are not readily discernable through system operation will be field verified. Issues may include: hardware and software problems, traffic signal timing inquiries made by the public and/or City staff. We will provide responses to residents if desired, upon the conclusion of these investigations. • Maintenance Staff Coordination — We will coordinate with the City signal maintenance contractor to address any intersection detector and general equipment failures. • Test Runs — KOA staff will drive the City's coordinated system on an approximately monthly basis to make observations and verify the overall operation to ensure coordinated systems are functioning properly and effectively. • Fine Tune Adjustments — Fine tune adjustments of coordination plans will be made based on test run observations. The changes will generally include offset and split times, but could also include cycle length and schedule adjustments. • Signal Timing Charts — Timing charts will be prepared and maintained showing all information required for data entry and programming of each intersection. The chart will be displayed in each intersection cabinet. Additional Maintenance Activities The following maintenance activities occur less frequently than the items listed above. The effort required to perform these activities may be able to be completed within the task or may require extra work dependant on the effort required. • Construction or Special Events -- KOA will implement temporary timing changes for construction or special events as requested by the City. • General Operational Issues — At locations where physical improvements may be desirable, we will advise the City of potential needs and suggest general courses for corrective action. • Signal Turn On or Modifications — New or modified timing parameters will be prepared for new or modified traffic signals. Each timing chart will comply with accepted practices for timing parameters. Each location will also be added to the QuicNet system. • Coordination with Other Agencies — We will closely coordinate with adjacent agencies including Caltrans, the City of San Diego, and the City of Chula Vista to address cross - jurisdictional signal timing issues. • Coordinate with City MIS Department to establish a remote connection to the City's engineering depai intent and provide training to City employee. Training is a short introduction to the function and operation of the traffic interconnect system and server. EXHIBIT A-3 SEIN 61:arri< n^,. 4renein4 It is important to note that upon completion of Task 1 and Task 2, system operation and maintenance will become more streamlined. Also, a number of the items listed above will be required more or less frequently than others. Task 5 - Additional As -Needed Tasks Similar to the tasks completed for the system restoration project, additional services relating to traffic signal design, signal timing, review of plans for traffic signal improvements, and construction services may also be provided. Harris will provide additional services on an as needed basis. The additional services may include the following areas that also relate to the operation of the signal system: • Traffic studies relative to traffic signal coordination. • Traffic signal design of new traffic signals. • Traffic signal design/modifications of existing traffic signals and/or interconnect system, including required intersection modifications. • Traffic signal construction management and inspection services. • Plan check of traffic signal plans, traffic control plans, and traffic signing and striping plans. • Meetings requested to attend including Public Hearings, Public Forums, pre -construction meetings, coordination/planning meetings, and meetings in addition to these identified. • Any other traffic -related projects are directed by the City of National City. EXHIBIT A-4 Harris & Associate PROPOSED FEE AND SCHEDULE Table 1 Estimated Schedule and Fee Task Measure Hours Rate Direct Costs Total Schedule Task 1 Configure New Signals 14 signals 60 $100 per hour $100 $6,100 1 month Task 2 Establish Traffic Signal Coordination 50 signals 150 $100 per hour $500 $15,500 3 months Task 3 Project Management & Meetings 1 meeting per month (if needed) 4 $150 per hour 0 $600.00 Monthly only if needed Sub -total tasks 1-3 $22,200.00 S ub-Consultant Mark -Up 10% $2160.00 Total tasks 1-3 $24,360.00 Task 4 System Operation and Maintenance 50 signals 22.5 per month (20hrs)$110 per hour (2.5hrs)$150 per hour $50 per month $2,625 per month monthly Task 5 As Needed Tasks Estimated on an as needed basis. To develop the estimated fee, it was necessary to develop level of effort estimates for each of the tasks on a per intersection basis. Tasks 1, 2, and 3 require the most significant level of effort and will be complete 3 months from the notice to proceed for a combined fee of $24,630. It is expected that Task 4 will include approximately daily monitoring of system operations through the QuicNet remote connection and field visits. Also anticipated are test runs, modifications to and development of signal timing charts, and modification to system settings to accommodate changes to the system. The estimated fee for Task 4 is $2,625 per month. The City can elect the length of time based on the City's budget. Task 5 lists as -needed tasks that may be requested by the City. The estimated fee for these types of work will be estimated on an as -needed basis at the time of request. EXHIBIT A-5 n Harris & Associate N Not To Scale June, 2006 Katz, rlkitsu & Associates ,Pc e: '*1nuuspn„niJai 1,(0111u, Figure 1 QuickNet4 System LEGEND Q Configure New Signal • Off Line Signal i Manual Online (Not Coordinated) Online Plan Control City of National City Signal Sysrer storation • ExpGrpStat.rpt 07/05/2006 11:38AM Expenditure Group Budget Report Page: 1 CITY OF NATIONAL CITY 7/1/2005 through 6/30/2006 109 GAS TAXES FUND 409 NON -DEPARTMENTAL Account Number 500 CAPITAL IMPROVEMENT PROGRAM Adjusted Year-to-date Year-to-date Prct Appropriation Expenditures Expenditures Encumbrances Balance Used 500-500 Capital Outlay 500-598-1564 STREET SWEEPER 0.00 0.00 0.00 0.00 0.00 0.00 500-598-6007 WIDEN DIVISION/EUCLID-DREXEL 0.00 0.00 0.00 0.00 0.00 0.00 500-598-6035 RESURFACE VARIOUS STREETS 722,945.46 104,795.48 104,795.48 423,698.10 194,451.88 73.10 500-598-6056 REMOVAL OF PEDESTRIAN BRIDGE (WODEN ST) 0.00 0.00 0.00 0.00 0.00 0.00 500-598-6101 N.C. BLVD BRIDGE 0.00 0.00 0.00 0.00 0.00 0.00 500-598-6102 SLURRY SEAL & STREET MAINT. PROGRAM 586,460.60 0.00 0.00 10,212.60 576,248.00 1.74 500-598-6113 REPLACE STREET SIGNS 30,000.00 18,464.28 18,464.28 10,217.30 1,318.42 95.61 500-598-6115 PAVEMENT MANAGEMENT SYSTEM 60,000.00 0.00 0.00 0.00 60,000.00 0.00 500-598-6127 ADA PED. RAMPS 95-96 0.00 0.00 0.00 0.00 0.00 0.00 500-598-6134 INSTALL PEDESTRIAN RAMPS 100,000.00 89,993.54 89,993.54 9,800.72 205.74 99.79 500-598-6135 REINSTALLATION OF STREET LIGHTS 250,168.00 0.00 0.00 0.00 250,168.00 0.00 500-598-6136 PAVEMENT MGMT SYSTEMS UPDATE 54,305.70 0.00 0.00 1,885.70 52,420.00 3.47 500-598-6137 CURB, GUTTER, SIDEWALK 234,442.00 129,995.68 129,995.68 26,066.08 78,380.24 66.57 500-598-6143 RECONST. ROOSEVELT/4TH/MAIN 0.00 0.00 0.00 0.00 0.00 0.00 500-598-6145 RECONST. ROOSEVELT 4TH TO 7TH 0.00 0.00 0.00 0.00 0.00 0.00 500-598-6153 REINSTALLATION STREET LIGHTS 13,164.00 0.00 0.00 0.00 13,164.00 0.00 500-598-6161 SWEETWATER ROAD IMPROVEMENTS 120,559.36 118,339.36 118,339.36 0.00 2,220.00 98.16 500-598-6162 TRAFFIC STRIPING/THERMOPLASTIC MARKINGS 0.00 0.00 0.00 0.00 0.00 0.00 500-598-6200 REPAIR & MAINT BRIDGES, VARIOUS 0.00 0.00 0.00 0.00 0.00 0.00 500-598-6542 TRAFF SIGNAL (NEW) 95-96 0.00 0.00 0.00 0.00 0.00 0.00 500-598-6555 TRAFFIC SIGNAL INTERCONNECTION 0.00 0.00 0.00 % 500-59tf-6557 TRAFFIC MONITORIf�Z�"s' STEM r34,UII600 52,034.28 52,034.28 4,744.92 77,220.80 42.37 (, 500-598-6558 UPGRADING TRAFFIC SIGNAL 70,326.00 4 R43"30 4,843.30 0.02 65,482.68 6.89 500-598-6559 TRF SGNL1228/NTUPLZ/OLV 96-97 10,144.00 0.00 0.00 0.00 10,144.00 0.00 500-598-6560 TRAFFIC SIGNAL INSTALLATION 4,106.00 0.00 0.00 0.00 4,106.00 0.00 500-598-6562 CITY WIDE SRVY/UPGRDNG TRF SGL 0.00 0.00 0.00 0.00 0.00 0.00 500-598-7062 MISC. STORM DRAIN WORK 319,526.00 0.00 0.00 0.00 319,526.00 0.00 Total GAS TAXES FUND 2,710,147.12 518,465.92 518,465.92 486,625.44 1,705,055.76 37.09 Page: 1 ExpGrpStat.rpt 07/05/2006 11:38AM Expenditure Group Budget Report Page: 2 CITY OF NATIONAL CITY 711/2005 through 6/30/2006 Grand Total 2,710,147.12 518,465.92 518,465.92 486,625.44 1,705,055.76 37.09 Page: 2 RESOLUTION NO. 2006 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY ENGINEER TO EXECUTE AN AGREEMENT WITH HARRIS & ASSOCIATES FOR THE NOT TO EXCEED AMOUNT OF $48,000 FOR A ONE-YEAR PERIOD TO PROVIDE ENGINEERING SERVICES TO REPAIR AND MONITOR THE CITY'S AUTOMATED TRAFFIC SIGNAL CONTROL SYSTEM AT THE CIVIC CENTER, AND MAINTAIN THE COMMUNICATION SYSTEM IN THE FIELD WHEREAS, the City desires to employ a contractor to provide engineering services to repair and monitor the City's automated traffic signal control system at the Civic Center, and maintain the communication system in the field; and WHEREAS, the City has determined that Harris & Associates is qualified by experience and ability to perform such services desired by the City, and Harris & Associates is willing to perform such services for the not to exceed amount of $48,000. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the City Engineer to execute an agreement in the not to exceed amount of $48,000 with Harris & Associates to provide engineering services to repair and monitor the City's automated traffic signal control system at the Civic Center, and maintain the communication system in the field. Said agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 18th day of July, 2006. Nick Inzunza, Mayor ATTEST: Michael Dalla, City Clerk APPROVED AS TO FORM: George H. Eiser, III City Attorney