Loading...
HomeMy WebLinkAbout2012 CON Stack Traffic Consulting - Traffic Signal Upgrades Fiber Optic CommunicationAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND STACK TRAFFIC CONSULTING, INC. THIS AGREEMENT is entered into this 2nd day of October, 2012, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Stack Traffic Consulting, Inc., a sole proprietorship (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide On -Call Traffic Signal Upgrades and Fiber Optic Communications Engineering and Inspection Services. WHEREAS, the CITY has determined that the CONSULTANT is a Traffic Engineering / Transportation Systems Integration firm and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform services on an on - call basis. The scope of work will be defined for individual projects in accordance with the attached fee schedule specified in Exhibit "A". Typical services include, but are not limited to, preparation of plans, specifications and estimates for traffic signal modifications, fiber optic communication system upgrades, systems integration of new technologies such as CCTV cameras and Ethernet communications to City Hall, City Police Station and City Fire Stations, troubleshooting of data communication failures between field devices and City data centers, including diagnostics of the City's QuicNet Traffic Management System, construction inspections and inspection of equipment installation and system upgrades. The CONSULTANT 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 CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the 1 City's Standard Agreement —2011 revision compensation associated with said change in services, not to exceed a factor of 25% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, City Engineer, hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Jason Stack, President, thereby is designated as the Project Director for the CONSULTANT. 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT 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 requested and performed shall not exceed $200,000 (the Base amount) without prior written authorization from the Project Coordinator. 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 CONSULTANT 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. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on this 2nd day of October, 2012. The duration of this Agreement is for the period of October 2, 2012 through October 1, 2014. With mutual agreement of parties, contract may be extended for a period of one (1) year. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT 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. 2 City's Standard Agreement —2011 revision Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT 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 CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY' S purposes, and the CONSULTANT 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 CONSULTANT shall relieve the CONSULTANT 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. 8. 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 CONSULTANT nor the CONSULTANT'S employees are employees 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, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'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 CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 3 City's Standard Agreement —2011 revision 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, 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 or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT 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 CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, 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 CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'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 CONSULTANT 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 CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT 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 CONSULTANT has notified the CITY otherwise, the CONSULTANT 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 CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT 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. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT 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 CONSULTANT 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 4 City's Standard Agreement —2011 revision selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT 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 CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT 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 CONSULTANT 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 CONSULTANT 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. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT 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 CONSULTANTS negligent performance of this Agreement. The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT 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 5 City's Standard Agreement 2011 revision liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked 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 owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. 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. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that 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. In the event coverage is provided by non - admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. 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 CONSULTANT 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 6 City's Standard Agreement —2011 revision the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. 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 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. 19. 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. 20. 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 CONSULTANT. During said 60-day period the CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT, 7 City's Standard Agreement —2011 revision whether paper or electronic. shall immediately become the property of and be delivered to the CITY, and the CONSULTANT 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 CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. 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 CITY: Stephen Manganiello City Engineer Engineering Division City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Jason Stack President Stack Traffic Consulting, Inc. 141 Sanford Street Encinitas, CA 92024 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. 8 City' s Standard Agreement -2011 revision 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT 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 CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT 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 CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT 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 CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT 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 CONSULTANT shall obtain from the City Clerk. The CONSULTANT 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 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. 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. 9 City's Standard Agreement -2011 revision E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. 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. 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. 1. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, 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. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. 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. --- Signature Page to Follow --- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. 10 City's Standard Agreement —2011 revision CITY OF NATIONAL CITY By: `/ L,�'on Morrison, Mayor APPROVED AS TO FORM: C udia G. Si C'ty Attorney 11 STACK TRAFFIC CONSULTING, INC. (Corporation — signatures of two corporate officers) (Name) (Print) (Title) By:4ja-l. (Name) N gr4.ck.— (Print) (Title) City's Standard Agreement —2011 revision EXHIBIT "A" K FFIC SULTING, in. 6.2 Firm Profiles and Resumes 6.2.1 Stack Traffic Consulting Firm Overview Stack Traffic Consulting, founded by Jason Stack, specializes in the design, implementation, and operation of high-tech Intelligent Transportation Systems (ITS) and Traffic Engineering and Control Applications. Jason Stack has been in the responsible charge of wide ranging projects in the traffic engineering field from improvement study's for isolated intersections to projects involving system design and implementation of large regional transportation systems. STC places great emphasis on strong project management with open lines of communication and a "stand ready" work ethic for our clients. STC is dedicated to quality services and provides exceeding work through comprehensive quality assurance and quality control. It is this dedication to clients and to projects combined with field expertise and technological know-how that allows STC to excel in work. STC is a California Corporation and Small Business Enterprise (SBE) and is able to provide expertise in each of the following areas: • Traffic Signal Design • Street Lighting Design • ITS Technologies • Traffic Control Systems • LRT/BRT Priority Applications • System Design and Specification • System Integration • Program Management • Signing & Striping Design • Work Site Traffic Control • System Master Planning • Traffic Signal Control Logic • Railroad Preemption Applications • System Operation • System Comparison and Evaluation • Construction Management Proposal for the City of National City 18 Citywide Traffic Signal Upgrades K FFIC ASULTI NG, im. RESUME — JASON STACK — PRINCIPAL, STACK TRAFFIC CONSULTING Qualifications: • B.S., Civil Engineering, University of Massachusetts at Lowell, 1999 • 10 years of experience in Transportation Planning and Engineering • 4 years as President of Stack Traffic Consulting, Inc (STC) • High level expertise with traffic signal design, operation, construction, and traffic systems engineering. Experience: Mr. Stack is the President of Stack Traffic Consulting and has 10 years of specialized experience in the development, assembly and operation of Intelligent Transportation Systems, traffic signal systems and control technologies, and communication systems. Mr. Stack established Stack Traffic Consulting four years ago to provide the San Diego Region specialized traffic signal systems engineering services. Mr. Stack has developed a strong reputation for project management and has managed various traffic related projects including: communication systems master planning, traffic signal timing and coordination; traffic impact studies and analysis, PS&E packages for new and modified traffic signals; signing/striping; street lighting; communications facilities; and traffic control plans. Mr. Stack has managed several large scale projects including: all traffic related work on the SPRINTER project in North County San Diego, the City of El Cajon Traffic Management Center, and a major roadway opening in San Marcos, CA. Currently, Mr. Stack is managing an adaptive signal system project in the City of San Marcos, CA, a large fiber optic communication system and Traffic Management Center project in Oceanside, CA, and traffic operations on the San Diego Quiet Zone in San Diego, CA. Mr. Stack utilizes AutoCAD and the Synchro traffic analysis software to perform high-level traffic design and analyses on these projects. Other: Mr. Stack is actively involved in the Institute of Transportation Engineers (ITE), American Society of Civil Engineers (ASCE), Institute of Electrical and Electronics Engineers (IEEE), and Women in Transportation (WTS). Mr. Stack has made technical presentations for the ITE Border Section. Proposal for the City of National City 19 Citywide Traffic Signal Upgrades AMC SULTING, i 3.1 Stack Traffic Consulting Project Experience National City Traffic Signal System Restoration Project Location: National City, California Duration: 2005 to 2007 Construction Contract: Approx $2 million Manager: Din Daneshfar, Principal Civil Engineer/City of National City (619) 336-4380 This project included troubleshooting and repairing the QuicNet and Fiber Optic Interconnect system for the City of National City. The system was found to be in great disrepair at the onset of the project. The QuicNet system was disassembled and in storage, and the communication system had numerous communication errors due to faulty communication hardware, improper system construction, and poor documentation. Mr. Stack rebuilt the QuicNet system, trouble -shot the fiber optic network and identified various problems in the communication system. Coordination of this effort was complex as the system was constructed by the South Bay Interconnect Project and administered by the City of San Diego. The project was previously accepted by the City of San Diego and Mr. Stack was instrumental in dialogue with the City of National City and the City of San Diego, to bring the Contractor back into town to fix the communication faults and complete construction. Upon completion of this project, QuicNet operation was fully restored, several fiber optic modems were repaired, several new fiber connections were spliced, fiber assignments were documented and returned to proper configuration, and the QuicNet server was rebuilt and upgraded with a new operating system. Mr. Stack performed the complete end -to -end integration of the Citywide traffic signal communication system as this was not in the Contractor's Scope of Work. It is important to note that the hardware and communication repair was performed by the Contractor and Manufacturer at no cost to the City. In addition, coordination timing had deteriorated badly on several corridors due to the QuicNet system being down and Mr. Stack implemented new coordination timing along three system corridors. Several other consultants and maintenance contractors had been unable to properly diagnose the multitude of problems prior to bringing Mr. Stack onto this project. SPRINTER Project Location: North County San Diego, California, Duration: November 2005 to 2008 Construction Contract: Approx $500 million Manager: Steve Hoyle, Project Officer/North County Transit District (760) 518-8715 Proposal for the City of National City 5 Citywide Traffic Signal Upgrades x t1FPlc SULTING, ice. This design build project includes over 22 miles of railroad construction from Oceanside to Escondido in San Diego's North County for the new Sprinter rail service. The original scope included traffic signal design / modifications for four at -grade crossings, including two 1-5 ramp intersections. As a result of the success in achieving construction permit approval from several agencies under a constrained timeframe, NCTD expanded this scope to include coordinating all traffic related work between the owner, construction management team, design team, agencies and contractors, and providing and implementing the traffic signal preemption operation. Installed facilities include: traffic signals, pre -signals, blank -out signs, advance warning signals, preemption circuitry, signal interconnect, vehicle and emergency detection systems, controller hardware and software, service enclosures and equipment. The specific traffic signal related work includes: preemption timing and phasing operation development, design review and modification, traffic controller logic programming, various traffic signal circuit design and implementation, and inspection and acceptance testing of all traffic related installed facilities at 37 active grade crossings and 25 interconnected traffic signals. Carmel Street and Twin Oaks Valley Road and Signal System Improvement Project Location: San Marcos, California Duration: October 2008 to July 2009 Construction Contract: Approx $400, 000 Managers: Omar Dayani, Principal Civil Engineer/City of San Marcos (760) 744-1050 Ryan Bishop, City Inspector/City of San Marcos (760) 744-1050 This Capitol Improvement Project consisted of one new traffic signal, two modified traffic signals, fiber optic interconnect, and several CCTV camera installations. Stack Traffic Consulting provided the design and construction management for the project. The new traffic signal (designed to protect an uncontrolled left turn) and modified traffic signals (at the location of a fire station) were on expedited schedules due to observed traffic conditions. The new traffic signal location is close to a Caltrans Ramp and Mr. Stack processed the Encroachment Permit to modify the Caltrans Ramp signals and received quick approval. Traffic signal construction included: new traffic signal controllers, cabinets, hardware and software, EVP detectors, video detection, detector loops, and signal service. Communication system facilities included fiber optic cable and comm. equipment and CCTV cameras. Specific design responsibilities included the Project PS&E and Bid Package production. Proposal for the City of National City 6 Citywide Traffic Signal Upgrades FFIC SULTING, STC also provided Construction Management including: pre -con meeting, monitoring and inspection of Contractor's work, daily construction reports, coordination of Contractor's activities with various utilities and Caltrans, employee interviews for wage compliance, and documentation of time and materials. Mr. Stack also developed the traffic signal operation and programmed the timing, provided signal turn -on assistance, and system integration of installed fiber optic equipment and controllers and cameras, at the local intersections and TMC. San Marcos Middle School Project Location: San Marcos, California Duration: March 2010 to January 2011 Construction Contract: Approx $360, 000 Manager: Mike Rafael, Associate Civil Engineer/City of San Marcos (760) 744-1050 Stack Traffic Consulting provided consulting services for the San Marcos Middle School Safe Route To School Project in the City of San Marcos, CA. Plotnik and Associates was a sub -consultant to STC on this project. The project included several improvements to enhance the safe access of students and parents to the school grounds. The specific improvements included: a new traffic signal, ADA pedestrian ramps, sidewalk, a new raised median in the school parking area for improved traffic circulation, new sidewalk and a retaining wall for increased sidewalk capacity adjacent to the school, new crosswalks, new CAMUTCD compliant signage, and pedestrian railing/fencing for established route guidance. There was also a communications component to the project which included specifying a Layer 3 enterprise switch for the City and configuring this on the City TMC network, and installing fiber optics at the intersection for traffic data and video communication. Proposal for the City of National City 7 Citywide Traffic Signal Upgrades STACK TRAFFIC CONSULTING, INC. K FFIC SULTING, Inc. RATE SCHEDULE January 1, 2012 through December 31, 2012 Hourly Charges for Personnel: Principal/Project Manager Project Engineer Construction Manager Traffic Operations Specialist CAD Engineer/Designer 141 Sanford Street Encinitas, CA 92024 TEL 714-315-4640 FAX 619-342-8043 jason.stack@stacktraffic.com $140.00 $125.00 $125.00 $125.00 $100.00 Engineering Technician/Draftsperson $80.00 Administrative/Clerical/Research $60.00 Expert Witness Consultation (Deposition) $240.00 Expert Witness Consultation (Court Appearance) . $320.00 STC is a local business and there are no direct costs for mileage either to the site or from site to site. Our hourly rate includes provision for cost of expendable supplies and reproduction. There is also no mark-up on subs. ACC D® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 5/12/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Matsen Insurance Brokers, Inc. 701 5th Street Suite 300 Eureka CA 95501 CONTACTMEJacqueline Byrne lac No. extc (707)444-9292 FAX ow. No): (707)444-9529 EMAIL• ADDRESS: ackie®alatsen.COM INSURER(S) AFFORDING COVERAGE NAIC # INSURER AAMCO Insurance Company 19100 INSURED STACK TRAFFIC CONSULTING, INC 141 SANFORD ST ENCINITAS CA 92024-1503 INSURER B Hartford P&C 34690 INSURER C :Lloyds of London INSURERD: INSURER E : INSURERF: CERTIFICATE NUMBER:CL125105568 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR W VD POLICY NUMBER POLICY EFF (MMIDDIYYYY) POLICY EXP (MMIDDIYYYYI LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY X ACPBP07852544554 2/2/2012 2/2/2013 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 300,000 MEDEXP (Any one person) $ 5,000 CLAIMS -MADE X OCCUR PERSONAL & ADVINJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP/OP AGG $ - 4,000,000 GENII. AGGREGATE POLICY LIMIT APPLIES PRO- PER LOC $ B AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS _ SCHEDULED AUTOS NON -OWNED AUTOS 571.1ECKM6541 4/9/2012 4/9/2013 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ TERR $ UMBRELLA LIAB EXCESS LIAB ^— OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED RETENTION$ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below YIN NIA 57WECDI2664 7/14/2011 7/14/2012 X WC STATU- TORY 1 IMITS OTH- FR E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POUCY LIMIT $ 1,000,000 C Professional Liability (Claims Made) ESA00028155 4/17/2012 4/17/2013 per Claim $2, 000, 000 Deductible Per Claim $10,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedu e, If more space Is required) The City of National City, its elected officials, officers, agents and employees are included as additional insured per the attached form PB0448. CERTIFICATE HOLDER CANCELLATION City of National City 1243 National City Blvd National City, CA 92101 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Glenn Matsen/EXM lam_ A\) ACORD 25 (2010/05) INS025 (2111 nm nt ©1988-2010 ACORD CORPORATION. All rights reserved. The. Anf1Rr) name. a nri Inns nro ronictorarl marfe of Arf1Rf BUSINESSOWNERS PB04480411 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: PREMIER BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section II. WHO IS AN INSURED: Any person or organization shown in the Schedule of this endorsement is also an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you, subject to the following additional exclusion: This insurance, including any duty we have to defend "suits", does not apply to: a. "Bodily injury" or "property damage" that arises out of, in whole or in part, or is a result of, in whole or in part, the active negligence of the additional insured shown in the Schedule of this endorsement. b. "Personal and advertising injury" that arises out of any independent "personal and advertising injury" offense committed by the additional insured shown in the Schedule of this endorsement. All terms and conditions of this policy apply unless modified by this endorsement. Name Of Person Or Organization: PB 04 48 04 11 SCHEDULE City of National City 1243 National City Blvd. National City, CA 92101 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 57 WEC D12664 Effective Date: 05/11/12 Endorsement Number: 01 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: STACK TRAFFIC CONSULTING, INC. 563 MARINE STREET #A LA JOLLA, CA 92037 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description CITY OF SAN MARCOS 1 CIVIC CENTER DRIVE SAN MARCOS, CA 92069 CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950-4390 Countersigned by Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 05/11/12 ENGINEERING SERVICES TRAFFIC CONSULTING Authorized Representative Policy Expiration Date: 07/14/12 90355 CITY OF NATIONAL CITY BUSINESS LICENSE CERTIFICATE PURSUANT TO CITY ORDINANCE THIS LICENSE IS HEREBY GRANTED FOR THE TERM 8 PURPOSE STATED BUS DESCRIPTION TRAFFIC ENGINEER BUSINESS ADDRESS 141 SANFORD ST BUSINESS NAME ATTN: MAILING ADDRESS 2.200.41,011-0 STACK TRAFFIC CONSULTING, INC 141 SANFORD ST ENCINITAS, CA 92024-1503 NON TRANSFERABLE POST IN A CONSPICUOUS PLACE Date of Expiration: 12/31/2012 City Manager KEEP FOR YOUR RECORDS BUSINESS TAX RECEIPT License No. 90355 T $65.00 TOTAL $65.00 RESOLUTION NO. 2012 — 198 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A TWO-YEAR AGREEMENT WITH STACK TRAFFIC CONSULTING, INC., FOR THE NOT TO EXCEED AMOUNT OF $200,000 TO PROVIDE ON -CALL TRAFFIC SIGNAL UPGRADES AND FIBER OPTIC COMMUNICATIONS ENGINEERING AND INSPECTION SERVICES WHEREAS, the Engineering Division of the Development Services Department issued Statement of Qualifications for traffic signal upgrades and fiber optic communications engineering and inspection services; and WHEREAS, of the four responses to the Statement of Qualifications that were received and reviewed, staff recommends Stack Traffic Consulting, Inc., to provide the traffic engineering and inspection services for the next two (2) years; and WHEREAS, Stack Traffic Consulting, Inc., is a professional traffic engineering and transportation systems integration firm, and is qualified by experience and ability to perform the services desired by the City, and Stack Traffic Consulting, Inc., is willing to perform such services for the total not to exceed amount of $200,000. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves the selection of Stack Traffic Consulting, Inc., and authorizes the Mayor to execute a two-year agreement with Stack Traffic Consulting, Inc., in the total not to exceed amount of $200,000 to provide traffic signal upgrades and fiber optic communications engineering and inspection services. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 2nd day of October, 2012. ATTEST: c ael R. Dalla, it Cl erk y PRO ED AS TO FORM: citua Silva City Atto on Morrison, Mayor Passed and adopted by the Council of the City of National City, California, on October 2, 2012 by the following vote, to -wit: Ayes: Councilmembers Morrison, Natividad, Rios, Sotelo-Solis, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California N i City C rk of the City o ational City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2012-198 of the City of National City, California, passed and adopted by the Council of said City on October 2, 2012. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: October 2, 2012 AGENDA ITEM NO. 6 TEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute an Agreement with Stack Traffic Consulting, Inc. for a not -to -exceed amount of $200,000 for a two-year period to provide On -Call Traffic Signal Upgrades and Fiber Optic Communications Engineering and Inspection Services (funded by Prop A - Traffic Signal Upgrades and Information Systems Technology Services) PREPARED BY: Stephen Manganiello, City Engineer] PHONE: 4382 EXPLANATION: See attached. DEPARTMENT: Development Services/Engineering APPROVED BY: 2 FINANCIAL STATEMENT: ACCOUNT NO. APPROVED: APPROVED: #307-409-500-598-6558 (Prop A - Traffic Signal Upgrades): $150,000 #629-403-082-299-0000 (Information Systems Technology Services): $50,000 ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: FINAL ADOPTION: Finance MIS STAFF RECOMMENDATION: Adopt the resolution BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: 1. Explanation 2. Agreement 3. Resolution Explanation This past year, staff solicited Statements of Qualifications for Traffic Signal Upgrades and Fiber Optic Communications Engineering and Inspection Services. A total of four firms submitted statements. Following review of the statements and interviews, Stack Traffic Consulting, Inc. was deemed to be the most qualified. Services will be provided on an "as -needed" basis for a not -to -exceed amount of $200,000. The length of the contract is for two years with the option to extend for an additional year with mutual agreement of parties. Typical services include, but are not limited to, preparation of plans, specifications and estimates for traffic signal modifications and fiber optic communication system upgrades; systems integration of new technologies such as CCTV cameras and Ethernet communications to City Hall, City Police and Fire Stations; troubleshooting of data communication failures between field devices and City data centers, including diagnostics of the City's QuicNet Traffic Management System; construction inspections; and inspection of equipment installation and system upgrades. Staff recommendation is to execute the agreement. RESOLUTION NO. 2012 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A TWO-YEAR AGREEMENT WITH STACK TRAFFIC CONSULTING, INC., FOR THE NOT TO EXCEED AMOUNT OF $200,000 TO PROVIDE ON -CALL TRAFFIC SIGNAL UPGRADES AND FIBER OPTIC COMMUNICATIONS ENGINEERING AND INSPECTION SERVICES WHEREAS, the Engineering Division of the Development Services Department issued Statement of Qualifications for traffic signal upgrades and fiber optic communications engineering and inspection services; and WHEREAS, of the four responses to the Statement of Qualifications that were received and reviewed, staff recommends Stack Traffic Consulting, Inc., to provide the traffic engineering and inspection services for the next two (2) years; and WHEREAS, Stack Traffic Consulting, Inc., is a professional traffic engineering and transportation systems integration firm, and is qualified by experience and ability to perform the services desired by the City, and Stack Traffic Consulting, Inc., is willing to perform such services for the total not to exceed amount of $200,000. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves the selection of Stack Traffic Consulting, Inc., and authorizes the Mayor to execute a two-year agreement with Stack Traffic Consulting, Inc., in the total not to exceed amount of $200,000 to provide traffic signal upgrades and fiber optic communications engineering and inspection services. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 2nd day of October, 2012. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND STACK TRAFFIC CONSULTING, INC. THIS AGREEMENT is entered into this 2nd day of October, 2012, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Stack Traffic Consulting, Inc., a sole proprietorship (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide On -Call Traffic Signal Upgrades and Fiber Optic Communications Engineering and Inspection Services. WHEREAS, the CITY has determined that the CONSULTANT is a Traffic Engineering / Transportation Systems Integration firm and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform services on an on - call basis. The scope of work will be defined for individual projects in accordance with the attached fee schedule specified in Exhibit "A". Typical services include, but are not limited to, preparation of plans, specifications and estimates for traffic signal modifications, fiber optic communication system upgrades, systems integration of new technologies such as CCTV cameras and Ethernet communications to City Hall, City Police Station and City Fire Stations, troubleshooting of data communication failures between field devices and City data centers, including diagnostics of the City's QuicNet Traffic Management System, construction inspections and inspection of equipment installation and system upgrades. The CONSULTANT 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 CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the 1 City's Standard Agreement —2011 revision -1- compensation associated with said change in services, not to exceed a factor of 25% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, City Engineer, hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Jason Stack, President, thereby is designated as the Project Director for the CONSULTANT. 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT 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 requested and performed shall not exceed $200,000 (the Base amount) without prior written authorization from the Project Coordinator. 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 CONSULTANT 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. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on this 2nd day of October, 2012. The duration of this Agreement is for the period of October 2, 2012 through October 1, 2014. With mutual agreement of parties, contract may be extended for a period of one (1) year. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT 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. 2 City's Standard Agreement —2011 revision -2- • • • Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT 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 CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT 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 CONSULTANT shall relieve the CONSULTANT 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. 8. 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 CONSULTANT nor the CONSULTANT'S employees are employees 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, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'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 CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 3 City's Standard Agreement-2011 revision -3- 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, 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 or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT 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 CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, 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 CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'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 CONSULTANT 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 CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT 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 CONSULTANT has notified the CITY otherwise, the CONSULTANT 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 CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT 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. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT 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 CONSULTANT 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 4 City's Standard Agreement-2011 revision -4- selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT 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 CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT 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 CONSULTANT 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 CONSULTANT 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. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT 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 CONSULTANT'S negligent performance of this Agreement. The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT 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 5 City's Standard Agreement —2011 revision -5- liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked 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 owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. 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. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that 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. In the event coverage is provided by non - admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESL1 list) and otherwise meet rating requirements. H. 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 CONSULTANT 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 6 City's Standard Agreement —2011 revision -6- the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. 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 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 attomey's fees incurred by the prevailing party. 19. 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. 20. 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 CONSULTANT. During said 60-day period the CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT, 7 City's Standard Agreement —2011 revision -7- whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT 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 CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. 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 CITY: Stephen Manganiello City Engineer Engineering Division City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Jason Stack President Stack Traffic Consulting, Inc. 141 Sanford Street Encinitas, CA 92024 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. 8 City's Standard Agreement —2011 revision -8- 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT 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 CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT 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 CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT 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 CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT 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 CONSULTANT shall obtain from the City Clerk. The CONSULTANT 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 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. 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. 9 City's Standard Agreement —2011 revision -9- E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. 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. 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. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, 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. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. 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. --- Signature Page to Follow --- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. 10 City's Standard Agreement —2011 revision -10- CITY OF NATIONAL CITY By: Ron Morrison, Mayor APPROVED AS TO FORM: Claudia G. Silva City Attorney STACK TRAFFIC CONSULTING, INC. (Corporation — signatures of two corporate officers) (Name) (Print) SiOT (Title) (Name) (Print) c�U2E"�c� (Title) 11 City's Standard Agreement —2011 revision EXHIBIT "A" K FFIC SULTING, 6.2 Firm Profiles and Resumes 6.2.1 Stack Traffic Consulting Firm Overview Stack Traffic Consulting, founded by Jason Stack, specializes in the design, implementation, and operation of high-tech Intelligent Transportation Systems (ITS) and Traffic Engineering and Control Applications. Jason Stack has been in the responsible charge of wide ranging projects in the traffic engineering field from improvement study's for isolated intersections to projects involving system design and implementation of large regional transportation systems. STC places great emphasis on strong project management with open lines of communication and a "stand ready" work ethic for our clients. STC is dedicated to quality services and provides exceeding work through comprehensive quality assurance and quality control. It is this dedication to clients and to projects combined with field expertise and technological know-how that allows STC to excel in work. STC is a California Corporation and Small Business Enterprise (SBE) and is able to provide expertise in each of the following areas: • Traffic Signal Design • Street Lighting Design • ITS Technologies • Traffic Control Systems • LRT/BRT Priority Applications • System Design and Specification • System Integration • Program Management • Signing & Striping Design • Work Site Traffic Control • System Master Planning • Traffic Signal Control Logic • Railroad Preemption Applications • System Operation • System Comparison and Evaluation • Construction Management Proposal for the City of National City 18 Citywide Traffic Signal Upgrades -12- x FFIC SULTING, tOC. RESUME — JASON STACK — PRINCIPAL, STACK TRAFFIC CONSULTING Qualifications: • B.S., Civil Engineering, University of Massachusetts at Lowell, 1999 ■ 10 years of experience in Transportation Planning and Engineering ■ 4 years as President of Stack Traffic Consulting, Inc (STC) • High level expertise with traffic signal design, operation, construction, and traffic systems engineering. Experience: Mr. Stack is the President of Stack Traffic Consulting and has 10 years of specialized experience in the development, assembly and operation of Intelligent Transportation Systems, traffic signal systems and control technologies, and communication systems. Mr. Stack established Stack Traffic Consulting four years ago to provide the San Diego Region specialized traffic signal systems engineering services. Mr. Stack has developed a strong reputation for project management and has managed various traffic related projects including: communication systems master planning, traffic signal timing and coordination; traffic impact studies and analysis, PS&E packages for new and modified traffic signals; signing/striping; street lighting; communications facilities; and traffic control plans. Mr. Stack has managed several large scale projects including: all traffic related work on the SPRINTER project in North County San Diego, the City of El Cajon Traffic Management Center, and a major roadway opening in San Marcos, CA. Currently, Mr. Stack is managing an adaptive signal system project in the City of San Marcos, CA, a large fiber optic communication system and Traffic Management Center project in Oceanside, CA, and traffic operations on the San Diego Quiet Zone in San Diego, CA. Mr. Stack utilizes AutoCAD and the Synchro traffic analysis software to perform high-level traffic design and analyses on these projects. Other: Mr. Stack is actively involved in the Institute of Transportation Engineers (ITE), American Society of Civil Engineers (ASCE), Institute of Electrical and Electronics Engineers (IEEE), and Women in Transportation (WTS). Mr. Stack has made technical presentations for the ITE Border Section. Proposal for the City of National City 19 Citywide Traffic Signal Upgrades -13- K FIC SULTING, h, . 3.1 Stack Traffic Consulting Project Experience National City Traffic Signal System Restoration Project Location: National City, California Duration: 2005 to 2007 Construction Contract: Approx $2 million Manager: Din Daneshfar, Principal Civil Engineer/City of National City (619) 336-4380 This project included troubleshooting and repairing the QuicNet and Fiber Optic Interconnect system for the City of National City. The system was found to be in great disrepair at the onset of the project. The QuicNet system was disassembled and in storage, and the communication system had numerous communication errors due to faulty communication hardware, improper system construction, and poor documentation. Mr. Stack rebuilt the QuicNet system, trouble -shot the fiber optic network and identified various problems in the communication system. Coordination of this effort was complex as the system was constructed by the South Bay Interconnect Project and administered by the City of San Diego. The project was previously accepted by the City of San Diego and Mr. Stack was instrumental in dialogue with the City of National City and the City of San Diego, to bring the Contractor back into town to fix the communication faults and complete construction. Upon completion of this project, QuicNet operation was fully restored, several fiber optic modems were repaired, several new fiber connections were spliced, fiber assignments were documented and returned to proper configuration, and the QuicNet server was rebuilt and upgraded with a new operating system. Mr. Stack performed the complete end -to -end integration of the Citywide traffic signal communication system as this was not in the Contractor's Scope of Work. It is important to note that the hardware and communication repair was performed by the Contractor and Manufacturer at no cost to the City. In addition, coordination timing had deteriorated badly on several corridors due to the QuicNet system being down and Mr. Stack implemented new coordination timing along three system corridors. Several other consultants and maintenance contractors had been unable to properly diagnose the multitude of problems prior to bringing Mr. Stack onto this project. SPRINTER Project Location: North County San Diego, California, Duration: November 2005 to 2008 Construction Contract: Approx $500 million Manager: Steve Hoyle, Project Officer/North County Transit District (760) 518-8715 Proposal for the City of National City 5 Citywide Traffic Signal Upgrades -14- x FFIC SULT1NG, + . This design build project includes over 22 miles of railroad construction from Oceanside to Escondido in San Diego's North County for the new Sprinter rail service. The original scope included traffic signal design / modifications for four at -grade crossings, including two I-5 ramp intersections. As a result of the success in achieving construction permit approval from several agencies under a constrained timeframe, NCTD expanded this scope to include coordinating all traffic related work between the owner, construction management team, design team, agencies and contractors, and providing and implementing the traffic signal preemption operation. Installed facilities include: traffic signals, pre -signals, blank -out signs, advance warning signals, preemption circuitry, signal interconnect, vehicle and emergency detection systems, controller hardware and software, service enclosures and equipment. The specific traffic signal related work includes: preemption timing and phasing operation development, design review and modification, traffic controller logic programming, various traffic signal circuit design and implementation, and inspection and acceptance testing of all traffic related installed facilities at 37 active grade crossings and 25 interconnected traffic signals. Carmel Street and Twin Oaks Valley Road and Signal System Improvement Project Location: San Marcos, California Duration: October 2008 to July 2009 Construction Contract: Approx $400,000 Managers: Omar Dayani, Principal Civil Engineer/City of San Marcos (760) 744-1050 Ryan Bishop, City Inspector/City of San Marcos (760) 744-1050 This Capitol Improvement Project consisted of one new traffic signal, two modified traffic signals, fiber optic interconnect, and several CCTV camera installations. Stack Traffic Consulting provided the design and construction management for the project. The new traffic signal (designed to protect an uncontrolled left turn) and modified traffic signals (at the location of a fire station) were on expedited schedules due to observed traffic conditions. The new traffic signal location is close to a Caltrans Ramp and Mr. Stack processed the Encroachment Permit to modify the Caltrans Ramp signals and received quick approval. Traffic signal construction included: new traffic signal controllers, cabinets, hardware and software, EVP detectors, video detection, detector loops, and signal service. Communication system facilities included fiber optic cable and comm. equipment and CCTV cameras. Specific design responsibilities included the Project PS&E and Bid Package production. Proposal for the City of National City 6 Citywide Traffic Signal Upgrades -15- K FFIC SULTING, STC also provided Construction Management including: pre -con meeting, monitoring and inspection of Contractor's work, daily construction reports, coordination of Contractor's activities with various utilities and Caltrans, employee interviews for wage compliance, and documentation of time and materials. Mr. Stack also developed the traffic signal operation and programmed the timing, provided signal turn -on assistance, and system integration of installed fiber optic equipment and controllers and cameras, at the local intersections and TMC. San Marcos Middle School Project Location: San Marcos, California Duration: March 2010 to January 2011 Construction Contract: Approx $360,000 Manager: Mike Rafael, Associate Civil Engineer/City of San Marcos (760) 744-1050 Stack Traffic Consulting provided consulting services for the San Marcos Middle School Safe Route To School Project in the City of San Marcos, CA. Plotnik and Associates was a sub -consultant to STC on this project. The project included several improvements to enhance the safe access of students and parents to the school grounds. The specific improvements included: a new traffic signal, ADA pedestrian ramps, sidewalk, a new raised median in the school parking area for improved traffic circulation, new sidewalk and a retaining wall for increased sidewalk capacity adjacent to the school, new crosswalks, new CAMUTCD compliant signage, and pedestrian railing/fencing for established route guidance. There was also a communications component to the project which included specifying a Layer 3 enterprise switch for the City and configuring this on the City TMC network, and installing fiber optics at the intersection for traffic data and video communication. Proposal for the City of National City 7 Citywide Traffic Signal Upgrades -16- STACK TRAFFIC CONSULTING, INC. FFIC SULTING, Ina. RATE SCHEDULE January 1, 2012 through December 31, 2012 Hourly Charges for Personnel: IPrincipal/Project Manager 141 Sanford Street Encinitas, CA 92024 TEL 714-315-4640 FAX 619-342-8043 jason.stack@stacktraffic.com $140.00 Project Engineer Construction Manager Traffic Operations Specialist CAD Engineer/Designer Engineering Technician/Draftsperson $125.00 $125.00 $125.00 $100.00 $80.00 Administrative/Clerical/Research Expert Witness Consultation (Deposition) $60.00 $240.00 Expert Witness Consultation (Court Appearance) $320.00 STC is a local business and there are no direct costs for mileage either to the site or from site to site. Our hourly rate includes provision for cost of expendable supplies and reproduction. There is also no mark-up on subs. -17- ARE CERTIFICATE OF LIABILITY INSURANCE sAiz�2o a") THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Matsen Insurance Brokers, Inc. 701 5th Street Suite 300t14l Eureka CA 95501 NAME: CONTACT Jacqueline Byrne (A/C. PHONE FKI: (707)444-9292 FAX c. No,(707)444-9529 s;jackie@matsen.com INSURER(S) AFFORDING COVERAGE NAIC N INSURER AAMCO Insurance Company 19100 INSURED STACK TRAFFIC CONSULTING, INC 141 SANFORD ST ENCINITAS CA 92024-1503 INSURER B:Hartford P&C 34690 INsuRERC:Lloyds of London INSURERD: INSURER E : INSURER F: ERAGES CERTIFICATE NUMBER:CL125105568 RE THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DDIYYYYUMWDD/YYYLY] POLICY EXP LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY X ACPBP07852544554 2/2/2012 2/2/2013 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 300,000 CLAIMS -MADE X OCCUR MED EXP (Any y one person) $ 5,000 PERSONAL& ACV INJURY $ 2,000,000 GENERAL AGGREGATE $ . 4,000,000 GEN'L AGGREGATE POLICY LIMIT APPLIES PRO- JFCT PER: LOC PRODUCTS- COMP/OP AGG $ 4,000,000 $ B AUTOMOBILE X LIABILITY ANY AUTO ALLOWNED SCHEDULED AUTOS OWNED AUTOS 57IIECKM6541 4/9/2012 4/9/2013 IEa aBINdED SINGLE LIMIT $ 1,000,0 BODILY INJURY (Per person) $ BODILY INJURY Per accident ) $ PROPERTY DAMAGE (Peraccident) $ TERR $ UMBRELLA LIAB EXCESS LIAB — OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) Dyes, TION under DESCRIPTION OF OPERATIONS below YIN NIA 57WECDI2664 7/14/2011 7/14/2012 WC STATU- X TORY LIMITS OTH- ER E.L. EACH ACCIDENT $ 1 ,000, 000 E.L. DISEASE - EA EMPLOYEE $ 1, 000,000 E.L. DISEASE - POLICY LIMIT 5 1,000,000 C Professional Liability (Claims Made) ESA00028155 4/17/2012 4/17/2013 Per Claim $2,000,000 Deductible Per Claim 510,000 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) The City of National City, its elected officials, officers, agents and employees are included as additional insured per the attached form PB0448. ER CANCELLATION City of National City 1243 National City Blvd National City, CA 92101 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Glenn Matsen/EXM ACORD 25 (2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. INS025 r2n1nnFY ni The. MCt1Rr1 name. anH Inns nanicfonarl mark¢ of Ar!CIAII -18- • BUSINESSOWNERS PB 04 48 0411 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: PREMIER BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section II. WHO IS AN INSURED: Any person or organization shown in the Schedule of this endorsement is also an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you, subject to the following additional exclusion: This insurance, including any duty we have to defend "suits", does not apply to: a. "Bodily injury" or "property damage" that arises out of, in whole or in part, or is a result of, in whole or in part, the active negligence of the additional insured shown in the Schedule of this endorsement. b. "Personal and advertising injury" that arises out of any independent "personal and advertising injury" offense committed by the additional insured shown in the Schedule of this endorsement. All terms and conditions of this policy apply unless modified by this endorsement. Name Of Person Or Organization: PB 04 48 04 11 SCHEDULE City of National City 1243 National City Blvd. National City, CA 92101 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 -19- THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 57 WEC D12664 Endorsement Number: 01 Effective Date: 05/11/12 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: STACK TRAFFIC CONSULTING, INC. 563 MARINE STREET #A LA JOLLA, CA 92037 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be premium otherwise due on such remuneration. SCHEDULE 2 % of the California workers' compensation Person or Organization Job Description CITY OF SAN MARCOS 1 CIVIC CENTER DRIVE SAN MARCOS, CA 92069 CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950-4390 Countersigned by Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 05/11/12 ENGINEERING SERVICES TRAFFIC CONSULTING Authorized Representative Policy Expiration Date: 07/14/12 -20- 90355 CITY OF NATIONAL CITY BUSINESS LICENSE CERTIFICATE PURSUANT TO CITY ORDINANCE THIS LICENSE IS HEREBY GRANTED FOR THE TERM & PURPOSE STATED BUS DESCRIPTION TRAFFIC ENGINEER BUSINESS ADDRESS 141 SANFORD ST BUSINESS NAME ATTN: MAILING ADDRESS STACK TRAFFIC CONSULTING, IN 141 SANFORD ST ENCINITAS, CA 92024-1503 NON TRANSFERABLE POST IN A CONSPICUOUS PLACE Date of Expiration: 12/31/2012 City Manager KEEP FOR YOUR RECORDS BUSINESS TAX RECEIPT License No. 90355 T $65.00 TOTAL $65.00 -21- AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND STACK TRAFFIC CONSULTING, INC. THIS AGREEMENT is entered into this 2nd day of October, 2012, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Stack Traffic Consulting, Inc., a sole proprietorship (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to provide On -Call Traffic Signal Upgrades and Fiber Optic Communications Engineering and Inspection Services. WHEREAS, the CITY has determined that the CONSULTANT is a Traffic Engineering / Transportation Systems Integration firm and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform services on an on - call basis. The scope of work will be defined for individual projects in accordance with the attached fee schedule specified in Exhibit "A". Typical services include, but are not limited to, preparation of plans, specifications and estimates for traffic signal modifications, fiber optic communication system upgrades, systems integration of new technologies such as CCTV cameras and Ethernet communications to City Hall, City Police Station and City Fire Stations, troubleshooting of data communication failures between field devices and City data centers, including diagnostics of the City's QuicNet Traffic Management System, construction inspections and inspection of equipment installation and system upgrades. The CONSULTANT 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 CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the 1 City's Standard Agreement -2011 revision compensation associated with said change in services, not to exceed a factor of 25% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, City Engineer, hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Jason Stack, President, thereby is designated as the Project Director for the CONSULTANT. 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT 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 requested and performed shall not exceed $200,000 (the Base amount) without prior written authorization from the Project Coordinator. 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 CONSULTANT 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. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on this 2nd day of October, 2012. The duration of this Agreement is for the period of October 2, 2012 through October 1, 2014. With mutual agreement of parties, contract may be extended for a period of one (1) year. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT 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. 2 City's Standard Agreement —2011 revision -2- Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT 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 CONSULTANT shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT 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 CONSULTANT shall relieve the CONSULTANT 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. 8. 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 CONSULTANT nor the CONSULTANT'S employees are employees 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, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'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 CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT of the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 3 City's Standard Agreement —2011 revision -3- 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, 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 or subsequently enacted. The CONSULTANT and each of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT 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 CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, 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 CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'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 CONSULTANT 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 CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT 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 CONSULTANT has notified the CITY otherwise, the CONSULTANT 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 CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT 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. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT 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 CONSULTANT 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 4 City's Standard Agreement —2011 revision -4- • • • selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT 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 CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT 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 CONSULTANT 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 CONSULTANT 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. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT 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 CONSULTANTS negligent performance of this Agreement. The indemnity, defense and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT 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 5 City's Standard Agreement —2011 revision -5- liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked 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 owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. 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. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that 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. In the event coverage is provided by non - admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. 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 CONSULTANT 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 6 City's Standard Agreement —2011 rcvision -6- the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. 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 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. 19. 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. 20. 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 CONSULTANT. During said 60-day period the CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT, 7 City's Standard Agreement —2011 revision -7- whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT 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 CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. 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 CITY: Stephen Manganiello City Engineer Engineering Division City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Jason Stack President Stack Traffic Consulting, Inc. 141 Sanford Street Encinitas, CA 92024 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. 8 City's Standard Agreement-2011 revision -8- 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT 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 CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT 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 CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT 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 CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT 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 CONSULTANT shall obtain from the City Clerk. The CONSULTANT 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 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. 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. 9 City's Standard Agreement —2011 revision -9- E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. 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. 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. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, 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. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. 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. --- Signature Page to Follow --- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. 10 -10- City's Standard Agreement —2011 revision CITY OF NATIONAL CITY By: Ron Morrison, Mayor APPROVED AS TO FORM: Claudia G. Silva City Attorney STACK TRAFFIC CONSULTING, INC. (Corporation— signatures of two corporate officers) (Name) (Print) t0t"N-T (Title) By: AIWA (Name) g`r4ck-- (Print) CC,2E2c� (Title) 11 City's Standard Agreement —2011 revision EXHIBIT "A" K FFIC SULTING, 6.2 Firm Profiles and Resumes 6.2.1 Stack Traffic Consulting Firm Overview Stack Traffic Consulting, founded by Jason Stack, specializes in the design, implementation, and operation of high-tech Intelligent Transportation Systems (ITS) and Traffic Engineering and Control Applications. Jason Stack has been in the responsible charge of wide ranging projects in the traffic engineering field from improvement study's for isolated intersections to projects involving system design and implementation of large regional transportation systems. STC places great emphasis on strong project management with open lines of communication and a "stand ready" work ethic for our clients. STC is dedicated to quality services and provides exceeding work through comprehensive quality assurance and quality control. It is this dedication to clients and to projects combined with field expertise and technological know-how that allows STC to excel in work. STC is a California Corporation and Small Business Enterprise (SBE) and is able to provide expertise in each of the following areas: • Traffic Signal Design • Street Lighting Design • ITS Technologies • Traffic Control Systems • LRT/BRT Priority Applications • System Design and Specification • System Integration • Program Management • Signing & Striping Design • Work Site Traffic Control • System Master Planning • Traffic Signal Control Logic • Railroad Preemption Applications • System Operation • System Comparison and Evaluation • Construction Management Proposal for the City of National City 18 Citywide Traffic Signal Upgrades -12- K FFIC SULT1NG, tom. RESUME — JASON STACK — PRINCIPAL, STACK TRAFFIC CONSULTING Qualifications: • B.S., Civil Engineering, University of Massachusetts at Lowell, 1999 • 10 years of experience in Transportation Planning and Engineering • 4 years as President of Stack Traffic Consulting, Inc (STC) • High level expertise with traffic signal design, operation, construction, and traffic systems engineering. Experience: Mr. Stack is the President of Stack Traffic Consulting and has 10 years of specialized experience in the development, assembly and operation of Intelligent Transportation Systems, traffic signal systems and control technologies, and communication systems. Mr. Stack established Stack Traffic Consulting four years ago to provide the San Diego Region specialized traffic signal systems engineering services. Mr. Stack has developed a strong reputation for project management and has managed various traffic related projects including: communication systems master planning, traffic signal timing and coordination; traffic impact studies and analysis, PS&E packages for new and modified traffic signals; signing/striping; street lighting; communications facilities; and traffic control plans. Mr. Stack has managed several large scale projects including: all traffic related work on the SPRINTER project in North County San Diego, the City of El Cajon Traffic Management Center, and a major roadway opening in San Marcos, CA. Currently, Mr. Stack is managing an adaptive signal system project in the City of San Marcos, CA, a large fiber optic communication system and Traffic Management Center project in Oceanside, CA, and traffic operations on the San Diego Quiet Zone in San Diego, CA. Mr. Stack utilizes AutoCAD and the Synchro traffic analysis software to perform high-level traffic design and analyses on these projects. Other: Mr. Stack is actively involved in the Institute of Transportation Engineers (ITE), American Society of Civil Engineers (ASCE), Institute of Electrical and Electronics Engineers (IEEE), and Women in Transportation (WTS). Mr. Stack has made technical presentations for the ITE Border Section. Proposal for the City of National City 19 Citywide Traffic Signal Upgrades -13- x FFIC SULTING, 3.1 Stack Traffic Consulting Project Experience National City Traffic Signal System Restoration Project Location: National City, California Duration: 2005 to 2007 Construction Contract: Approx $2 million Manager: Din Daneshfar, Principal Civil Engineer/City of National City (619) 336-4380 This project included troubleshooting and repairing the QuicNet and Fiber Optic Interconnect system for the City of National City. The system was found to be in great disrepair at the onset of the project. The QuicNet system was disassembled and in storage, and the communication system had numerous communication errors due to faulty communication hardware, improper system construction, and poor documentation. Mr. Stack rebuilt the QuicNet system, trouble -shot the fiber optic network and identified various problems in the communication system. Coordination of this effort was complex as the system was constructed by the South Bay Interconnect Project and administered by the City of San Diego. The project was previously accepted by the City of San Diego and Mr. Stack was instrumental in dialogue with the City of National City and the City of San Diego, to bring the Contractor back into town to fix the communication faults and complete construction. Upon completion of this project, QuicNet operation was fully restored, several fiber optic modems were repaired, several new fiber connections were spliced, fiber assignments were documented and returned to proper configuration, and the QuicNet server was rebuilt and upgraded with a new operating system. Mr. Stack performed the complete end -to -end integration of the Citywide traffic signal communication system as this was not in the Contractor's Scope of Work. It is important to note that the hardware and communication repair was performed by the Contractor and Manufacturer at no cost to the City. In addition, coordination timing had deteriorated badly on several corridors due to the QuicNet system being down and Mr. Stack implemented new coordination timing along three system corridors. Several other consultants and maintenance contractors had been unable to properly diagnose the multitude of problems prior to bringing Mr. Stack onto this project. SPRINTER Project Location: North County San Diego, California, Duration: November 2005 to 2008 Construction Contract: Approx $500 million Manager: Steve Hoyle, Project Officer/North County Transit District (760) 518-8715 Proposal for the City of National City 5 Citywide Traffic Signal Upgrades -14- FFIC SULTING, tom. This design build project includes over 22 miles of railroad construction from Oceanside to Escondido in San Diego's North County for the new Sprinter rail service. The original scope included traffic signal design / modifications for four at -grade crossings, including two 1-5 ramp intersections. As a result of the success in achieving construction permit approval from several agencies under a constrained timeframe, NCTD expanded this scope to include coordinating all traffic related work between the owner, construction management team, design team, agencies and contractors, and providing and implementing the traffic signal preemption operation. Installed facilities include: traffic signals, pre -signals, signals, preemption circuitry, signal interconnect, vehicle and emergency detection systems, controller hardware and software, service enclosures and equipment. The specific traffic signal related work includes: preemption timing and phasing operation development, design review and modification, traffic controller logic programming, various traffic signal circuit design and implementation, and inspection and acceptance testing of all traffic related installed facilities at 37 active grade crossings and 25 interconnected traffic signals. blank -out signs, advance warning Carmel Street and Twin Oaks Valley Road and Signal System Improvement Project Location: San Marcos, California Duration: October 2008 to July 2009 Construction Contract: Approx $400, 000 Managers: Omar Dayani, Principal Civil Engineer/City of San Marcos (760) 744-1050 Ryan Bishop, City Inspector/City of San Marcos (760) 744-1050 This Capitol Improvement Project consisted of one new traffic signal, two modified traffic signals, fiber optic interconnect, and several CCTV camera installations. Stack Traffic Consulting provided the design and construction management for the project. The new traffic signal (designed to protect an uncontrolled left turn) and modified traffic signals (at the location of a fire station) were on expedited schedules due to observed traffic conditions. The new traffic signal location is close to a Caltrans Ramp and Mr. Stack processed the Encroachment Permit to modify the Caltrans Ramp signals and received quick approval. Traffic signal construction included: new traffic signal controllers, cabinets, hardware and software, EVP detectors, video detection, detector loops, and signal service. Communication system facilities included fiber optic cable and comm. equipment and CCTV cameras. Specific design responsibilities included the Project PS&E and Bid Package production. Proposal for the City of National City 6 Citywide Traffic Signal Upgrades -15- FFIC SULTING, in. STC also provided Construction Management including: pre -con meeting, monitoring and inspection of Contractor's work, daily construction reports, coordination of Contractor's activities with various utilities and Caltrans, employee interviews for wage compliance, and documentation of time and materials. Mr. Stack also developed the traffic signal operation and programmed the timing, provided signal turn -on assistance, and system integration of installed fiber optic equipment and controllers and cameras, at the local intersections and TMC. San Marcos Middle School Project Location: San Marcos, California Duration: March 2010 to January 2011 Construction Contract: Approx $360, 000 Manager: Mike Rafael, Associate Civil Engineer/City of San Marcos (760) 744-1050 Stack Traffic Consulting provided consulting services for the San Marcos Middle School Safe Route To School Project in the City of San Marcos, CA. Plotnik and Associates was a sub -consultant to STC on this project. The project included several improvements to enhance the safe access of students and parents to the school grounds. The specific improvements included: a new traffic signal, ADA pedestrian ramps, sidewalk, a new raised median in the school parking area for improved traffic circulation, new sidewalk and a retaining wall for increased sidewalk capacity adjacent to the school, new crosswalks, new CAMUTCD compliant signage, and pedestrian railing/fencing for established route guidance. There was also a communications component to the project which included specifying a Layer 3 enterprise switch for the City and configuring this on the City TMC network, and installing fiber optics at the intersection for traffic data and video communication. Proposal for the City of National City 7 Citywide Traffic Signal Upgrades -16- STACK TRAFFIC CONSULTING, INC. K FFIC ULTJNG, kea. RATE SCHEDULE January 1, 2012 through December 31, 2012 Hourly Charges for Personnel: 141 Sanford Street Encinitas, CA 92024 TEL 714-315-4640 FAX 619-342-8043 jason.stack@stacktraffic.com Principal/Project Manager ;s $140.00 Project Engineer Construction Manager Traffic Operations Specialist CAD Engineer/Designer $125.00 $125.00 $125.00 $100.00 Engineering Technician/Draftsperson $80.00 1 Administrative/Clerical/Research $60.00 Expert Witness Consultation (Deposition) $240.00 Expert Witness Consultation (Court Appearance) $320.00 STC is a local business and there are no direct costs for mileage either to the site or from site to site. Our hourly rate includes provision for cost of expendable supplies and reproduction. There is also no mark-up on subs. _17- A� o' CERTIFICATE OF LIABILITY INSURANCE 5Aia�2ola i THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Matsen Insurance Brokers, Inc. 701 5th Street Suite 300 Eureka CA 95501 CONTACT JaC aline Byrne NAME: y plc Frtl, (707)444 - 9292 FAX Not: (707)494-9529 ADDRESS:jackie@matsen.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER AAMCO Insurance Company 19100 INSURED STACK TRAFFIC CONSULTING, INC 141 SANFORD ST ENCINITAS CA 92024-1503 INSURER B Hartford P&C 34690 mums C Lloyds of London INSURERD: INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER:CL125105568 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADOL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DDIYYYY) POLICY EXP (MMIDD/YYYYI LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY X ACPBP07852544554 2/2/2012 2/2/2013 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 300, 000 CLAIMS -MADE X OCCUR MEDEXP (Any one person) $ 5,000 PERSONAL &ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ . 4,000,000 �GEN'L AGGREGATE LIMIT APPLIES x POLICY JE PER. LOC PRODUCTS- COMP/OP AGG $ - 4,000,000 $ B AUTOMOBILE X LIABILITY ANY AUTO ALLOWNED _ SCHEDULED AUTOS NON -OWNED AUTOS 57IJECKM6541 4/9/2012 4/9/2013 COMBINED SINGLE LIMIT Eaccident) N $ 1, 000, t BODILY INJURY (Per person) $ BODILY INJURY accident ) $ PROPERTY DAMAGE (Per accident) $ TERR $ UMBRELLA LIAB EXCESS LIAB _ OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTIONS $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE (Mandatory In NH)ECLUDED7 If yes, describe under DESCRIPTION OF OPERATIONS below YIN N NIA 57WECDI2664 7/14/2011 7/14/2012 X WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE • EA EMPLOYEE $ 1, 000, 000 E.L. DISEASE - POLICY OMIT $ 1,000,000 C Professional Liability (Claims Made) ESA00028155 4/17/2012 4/17/2013 per Claim $2,000,000 Deductible Per Claim $10,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES Attach ACORD 101, Additional Remarks Schedu e, If more space le required) The City of National City, its elected officials, officers, agents and employees are included as additional insured per the attached form PB0448. CERTIFICATE HOLDER CANCELLATION City of National City 1243 National City Blvd National City, CA 92101 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Glenn Matsen/EXM ACORD 25 (2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. INS02517nirm n1 The. Arnprl nam< nnrl raniem.nrl marks of Arnpn -18- BUSINESSOWNERS PB04480411 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: PREMIER BUSINESSOWNERS LIABILITY COVERAGE FORM The following is added to Section II. WHO IS AN INSURED: Any person or organization shown in the Schedule of this endorsement is also an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you, subject to the following additional exclusion: This insurance, including any duty we have to defend "suits", does not apply to: a. "Bodily injury" or "property damage" that arises out of, in whole or in part, or is a result of, in whole or in part, the active negligence of the additional insured shown in the Schedule of this endorsement. b. "Personal and advertising injury" that arises out of any independent "personal and advertising injury" offense committed by the additional insured shown in the Schedule of this endorsement. All terms and conditions of this policy apply unless modified by this endorsement. Name Of Person Or Organization: PB 04 48 04 11 SCHEDULE City of National City 1243 National City Blvd. National City, CA 92101 Includes copyrighted material of Insurance Services Office, Inc., with its permission, Page 1 of 1 -19- THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 57 WEC DI2664 Endorsement Number: 01 Effective Date: 05/11/12 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: STACK TRAFFIC CONSULTING, INC. 563 MARINE STREET #A LA JOLLA, CA 92037 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description CITY OF SAN MARCOS 1 CIVIC CENTER DRIVE SAN MARCOS, CA 92069 CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950-4390 Countersigned by ENGINEERING SERVICES TRAFFIC CONSULTING Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 05/11/12 Policy Expiration Date: 07/14/12 -20- 90355 KEEP FOR YOUR RECORDS BUSINESS LICENSE CERTIFICATE BUSINESS TAX RECEIPT CITY OF NATIONAL CITY PURSUANT TO CITY ORDINANCE THIS LICENSE IS HEREBY GRANTED FOR THE TERM ft PURPOSE STATED BUS DESCRIPTION TRAFFIC ENGINEER BUSINESS ADDRESS 141 SANFORD ST BUSINESS NAME ATTN: MAILING ADDRESS STACK TRAFFIC CONSULTING, INC • 141 SANFORD ST ENCINITAS, CA 92024-1503 NON TRANSFERABLE POST IN A CONSPICUOUS PLACE Date of Expiration: 12/31/2012 City Manager License No. 90355 T $65.00 TOTAL $65.00 -21- OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone / 619-336-4229 fax October 17, 2012 Mr. Jason Stack Stack Traffic Consulting, Inc. 141 Sanford Street Encinitas, CA 92024 Dear Mr. Stack, On October 2nd, 2012, Resolution No. 2012-198 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with Stack Traffic Consulting, Inc. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Sincerely, Michael R. Dalla, CMC City Clerk Enclosures cc: Engineering Dept.