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HomeMy WebLinkAboutSan Marcos; 2003-12-12;FIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CARLSBAD AND THE CITY OF SAN MARCOS FOR THE CONSTRUCTION OF A PORTION OF RANCHO SANTA FE ROAD AND ADJUSTMENT TO THE COMMON CITY BOUNDARY THIS FIRST AMENDMENT TO AGREEMENT, is made and entered into and effective as of the 7'ru day of J~4.n ua.i^\ 200_2_, by and between the City of Carlsbad, a municipal corporation, ("Carlsbad"), and the CITY OF SAN MARCOS, a municipal corporation, ("San Marcos") (collectively the "Parties"). RECITALS WHEREAS, CARLSBAD AND SAN MARCOS entered into an AGREEMENT FOR THE CONSTRUCTION OF A PORTION OF RANCHO SANTA FE ROAD AND ADJUSTMENT TO THE COMMON CITY BOUNDARY (Agreement) on December 12, 2003; and WHEREAS, construction of 3.6 acres of wetland mitigation restoration within the corporate limits of SAN MARCOS is required by regulatory permits issued for CARLSBAD'S Rancho Santa Fe Road widening and realignment project; and WHEREAS, the wetland mitigation restoration area was not included in the project description for CARLSBAD contained in the AGREEMENT; and WHEREAS, both cities now find it desirable to revise said AGREEMENT. NOW THEREFORE, in consideration of the above recitals, CARLSBAD and SAN MARCOS do hereby mutually and jointly agree that the following sections of the AGREEMENT are amended as follows: II. CARLSBAD RANCHO SANTA FE ROAD PROJECT A. PROJECT DESCRIPTION To add the following: 1. e. Construct off-site wetland mitigation restoration consisting of 3.6 acres adjacent to San Marcos Creek east of Melrose Drive as approved in the Concept Wetland Mitigation and Monitoring Plan for the Rancho Santa Fe Road Realignment and Bridge Replacement Project prepared by Dudek & Associates, dated December 2000 and as shown on the approved construction, landscape and irrigation plans, Carlsbad Drawing Numbers 368-2E and 368-2M. f. The off-site wetland mitigation restoration is to be undertaken on land previously deeded to the Center for Natural Lands Management (CNLM) in grant deed recorded February 28, 2002 as Document No. 2002-0170096 Official Records in the office of the County Recorded of San Diego County, State of California. Prior to said property being deeded to CNLM the prior owner recorded a conservation easement over the property in favor of the California Department of Fish and Game (CDFG). g. The Access Agreement Among The Center for Natural Lands Management, Brookfield University Commons, LLC and the City of Carlsbad provides for rights by the City of Carlsbad, its employees, agents and contractors to enter on to, construct, maintain and monitor the wetland mitigation restoration work described in Section II.A.Le. above. h. Permission has also been obtained from San Diego Gas & Electric (SDG&E) for temporary use of SDG&E access roads within and adjacent to the wetland mitigation restoration area. B. CARLSBAD AGREES: To add the following: 7. To construct the 3.6 acre wetland mitigation restoration and to be responsible for the required 5-year monitoring and maintenance period as called for in the permits. 8. Assume responsibility for safety on those portions of the existing SAN MARCOS pedestrian trails utilitized by CARLSBAD and its employees, agents and contractors during the construction and maintenance periods of the wetland mitigation restoration project. 9. To reconstruct, to SAN MARCOS Community Facilities District (CFD) standards, and maintain to CFD standards for a period of one year after the filing of the notice of completion of the wetland mitigation restoration project, those portions of the existing SAN 2 7 MARCOS pedestrian trails utilized and impacted by construction, maintenance or monitoring activities. 10. To provide San Marcos with copies of bonds and insurance certificates for the project. C. SAN MARCOS AGREES: To add the following: 3. To waive the plan check fees, grading permit fees and inspection fees for the wetlands mitigation restoration project. 4. To waive bonding in lieu of bonds submitted to Carlsbad by the contractor. 5. To issue a grading permit upon satisfactory submittal of all required documents per the Public Works Inspection Package. 6. To provide inspection as needed to insure compliance with San Marcos ordinances and regulations. COMPLETE AGREEMENT The foregoing constitutes the full and complete agreement of the parties. There are no oral understandings or agreements not set forth in writing herein. All terms and conditions of the original agreement not amended by this FIRST AMENDMENT TO AGREEMENT remain in full force and effect. IN WITNESS WHEREOF, this FIRST AMENDMENT TO AGREEMENT is executed by the CITY OF CARLSBAD and the CITY OF SAN MARCOS pursuant to action taken by their respective City Councils. CITY OF SAN MARCOS, a municipal corporation By: City Manager or/Wlayor Date: CITY OF corpora; LSBAD, a municip the State of Califi ATTEST: (Ndme) Clerk Date: ATTEST: l/DRRA City Clerl APPROVED AS T0 FORM: By: APPROVED AS TO FORM: -^:* Ronald R. Ball, City Attorney Helen Peak Holmes, City Attorney Deputy City Attorney Date: Date: COMPLETE AGREEMENT The foregoing constitutes the full and complete agreement of the parties. There are no oral understandings or agreements not set forth in writing herein. All terms and conditions of the original agreement not amended by this FIRST AMENDMENT TO AGREEMENT remain in full force and effect. IN WITNESS WHEREOF, this FIRST AMENDMENT TO AGREEMENT is executed by the CITY OF CARLSBAD and the CITY OF SAN MARCOS pursuant to action taken by their respective City Councils. CITY OF SAN MARCOS, a municipal corporation By:_ itylvlanagei' or Mayor Date: ATTEST: City Clerk APPROVED AS TO FORM: Helen Peak Holmes, City Attorney Date: JITY OF CARLSBAD, a municipal rporation of the State of California By: City Manager or Mayor Date: ATTEST: LORRAINE Mv WOOD City Clerk APPROVED AS\TO FORM: Ronald R. Ball, Qity Attorney By: Deputy City Attorney Date: AGREEMENT BETWEEN THE CITY OF CARLSBAD AND THE CITY OF SAN MARCOS FOR THE CONSTRUCTION OF A PORTION OF RANCHO SANTA FE ROAD AND ADJUSTMENT TO THE COMMON CITY BOUNDARY THIS AGREEMENT, executed the isd day of ne CE~ bfk 2003, is by and between the CITY OF CARLSBAD, a municipal corporation, ("Carlsbad"), and the CITY OF SAN MARCOS, a municipal corporation, ("San Marcos") (collectively the "Parties"). I. RECITALS WHEREAS, the Parties desire to cooperate in the design and construction of the Rancho Santa Fe Road widening and realignment projects (the "Project") within the jurisdiction of both Cities; and WHEREAS, Rancho Santa Fe Road, Melrose Drive, Melrose Drive East and Sparrow Way (the "Roads") are integral to the Circulation Element Plans for Carlsbad, San Marcos and the North County Region in general; and WHEREAS, traffic impacts from development along and adjacent to the Roads within Carlsbad and San Marcos will adversely impact the proper functioning and level of service of the Roads unless certain major street infrastructure improvements are installed prior to or concurrent with the needs created by said development; and WHEREAS, the Parties acknowledge the importance of maintaining established minimum level of service standards on the Roads for the proper functioning of the local and regional circulation network; and WHEREAS, the Parties desire to establish mutually agreed upon responsibilities for the funding, design, construction and maintenance of the Roads necessary to maintain the established minimum level of service standards on the Roads; and WHEREAS, the Parties acknowledge that after construction of the Project there will exist a need to adjust the common boundary between the two Cities. NOW THEREFORE, in consideration of the above recitals, the Parties do hereby mutually and jointly agree to participate in the funding, design, construction and maintenance of the Project and to support the City boundary adjustment as follows: 10/07/03 I. SAN MARCOS RANCHO SANTA FE ROAD PROJECT A. PROJECT DESCRIPTION 1. The City of San Marcos Rancho Santa Fe Road Project (%an Marcos Road Project") referenced in this section is shown on Exhibit "A attached hereto and incorporated herein by reference and is more particularly described as follows: a. The widening and improvement of Rancho Santa Fe Road (RSF) from the future alignment of the Melrose Drive intersection northerly to Island Drive to four-lane major arterial standards including two through lanes in each direction, bike lanes, raised landscaped median, curbs, gutters, sidewalks, traffic signals, storm drain, water, sewer, dry utility undergrounding, streetlights and a eight foot sound wall along the west side of the right-of-way southerly of Meadowlark Ranch Road. The construction of a new intersection of RSF with Melrose Drive at the northwesterly corner of the existing La Costa Meadows Industrial Park. The intersection is to be designed with a new traffic signal system to current City of San Marcos standards for three through lanes for RSF in each direction, two left turn lanes from northbound RSF to westbound Melrose Drive, two left turn lanes from eastbound Melrose Drive to northbound Rancho Santa Fe Road, two right turn lanes from southbound RSF to westbound Melrose Drive, and two right turn lanes from eastbound Melrose Drive to southbound RSF. C. The construction of Melrose Drive East from the new RSF/Melrose Drive intersection easterly to Sparrow Way. The construction of Sparrow Way from La Costa Meadows Drive to Melrose Drive East. The closing of the most northerly driveway access from the La Costa Meadows Industrial Park and the construction of a new access point from Melrose Drive East approximately 600 feet east of RSF. b. d. e. 10/07/03 f. All environmental mitigation measures and permits, utility and drainage improvements necessary to construct the aforementioned improvements. B. SAN MARCOS AGREES: 1. To act as the lead agency for the preparation of plans and specifications for the San Marcos Road Project, described in Section LA. above, prior to construction, bidding the project, construction administration and inspection, and construction of the project, act as lead agency for the purposes of CEQA, as well as act as the lead agency to ensure completion of the project pursuant to the approved plans and specifications. To make the following revisions to the San Marcos Road Project: a. Delete all median improvements, except sleeves for irrigation lines and controller wires, in the section of Rancho Santa Fe Road between Melrose Drive and Meadowlark Ranch Road. Construct AC pavement and Class II base material in lieu of the median improvements referenced in Section I.B.2.a. above. Not construct the top 1.5-inch lift of Asphalt Concrete paving on the section of Rancho Santa Fe Road between Melrose Drive and Meadowlark Ranch Road. Delete the 24-inch Recycled Water Main, Bid Item No. 11 8, from the project. 2. b. C. d. 3. To provide Carlsbad the opportunity to review the plans and specifications on an ongoing basis as they may pertain to Carls bad. To construct and complete the improvements to the RSF/Melrose Drive intersection Melrose Drive East and Sparrow Way prior to completing the remainder of the San Marcos Project. To pay any and all construction claims directly relating to the inability of the contractor for the Carlsbad Rancho Santa Fe Road, 4. 5. (3) 10/07/03 C. Phase 2 Project ("Carlsbad Road Project"), described in Section II of this Agreement, to pursue his work should the improvements to the RSF/Melrose Drive intersection, Melrose Drive East and Sparrow Way not be completed and ready for traffic by the date that is eight months after the date that construction begins on the Carlsbad Road Project. Upon completion of the San Marcos Road Project to operate and maintain the traffic signal at the RSF/Melrose Drive intersection. Except for the sole negligent and willful misconduct of Carlsbad, to bear all responsibility pursuant to Section VI1 of this Agreement for any liability arising out of the activities described in this Section I. 8. To accept payment from Carlsbad in the amount of $184,000 as full and final payment for all work constructed within the existing Carlsbad corporate boundary as detailed on Exhibit "BI attached hereto and incorporated herein by reference. The amount of $1 84,000 includes the cost of work performed by San Marcos within the City of Carlsbad current city limits, plus the cost to place asphalt paving and base material in the median area, in lieu of median improvements, in the section of Rancho Santa Fe Road from Melrose Drive to Meadowlark Ranch Road, minus the cost of the median improvements in this same section of road. 6. 7. CARLSBAD AGREES: 1. To review and approve the plans and specifications as they relate to Carlsbad. 2. To pay San Marcos, within 60 days of the execution of this agreement by the Parties, the sum of $184,000 as full and final payment for the cost of construction of the portion of the RSF/Melrose Drive intersection improvements constructed within the existing Carlsbad corporate boundary as itemized on Exhibit "B'. 3. To assist San Marcos in obtaining any permits needed from Carlsbad. 4. To construct, as part of the Carlsbad Road Project, the median curbs, median hardscape, landscape and irrigation, top asphalt pavement lift (4) 10107/03 of 1.5-inches, and final pavement striping in the portion of the San Marcos Road Project from Melrose Drive to Meadowlark Ranch Road to conform to the design shown on the approved plans for the San Marcos Road Project. II. CARLSBAD RANCHO SANTA FE ROAD PROJECT A. PROJECT DESCRIPTION 1. The Carlsbad Road Project referenced in this section is shown on Exhibit "C" attached hereto and incorporated herein by reference and is more particularly described as follows: a. Realignment and widening of Rancho Santa Fe Road (RSF) from La Costa Avenue northerly to Melrose Drive with construction including full width grading, prime arterial road improvements of three through lanes with bike lanes, median curbs, outside curb and gutter, sidewalk, drainage facilities and new bridges over San Marcos Creek. The project will also entail construction of sewer, potable water and recycled water mains in association with Carlsbad Municipal Water District, Olivenhain Municipal Water District, Vallecitos Water District and Villages of La Costa. Realignment of Melrose Drive to connect to the new RSF/Melrose Drive intersection. Melrose Drive will be constructed to full City of Carlsbad prime arterial standards. Immediately south of the Corintia Street intersection, eastbound Melrose Drive will consist of two through lanes and two right turn lanes. There will also betwo left turn lanes for eastbound Melrose Drive to northbound RSF. Realign Corintia Street to tie into the realigned Melrose Drive. Corintia Street will be designed and constructed to 60-foot right-of-way collector street standards. To construct the median curbs, median hardscape, landscape and irrigation, top asphalt pavement lift of 1 .&inches, and final pavement striping in the portion of the San Marcos Road Project from Melrose Drive to Meadowlark Ranch Road to conform to the b. C. d. 10/07/03 design shown on the approved plans for the San Marcos Road Project. B. CARLSBAD AGREES: 1. To act as the lead agency for the preparation of plans and specifications for the Carlsbad Road Project prior to construction, bidding the project, construction administration and inspection, and construction of the project, act as lead agency for the purposes of CEQA, as well as act as the lead agency to ensure completion of the project per the approved plans and specifications. 2. To provide San Marcos the opportunity to review the plans and specifications on an ongoing basis as they may pertain to San Marcos. To construct and complete the improvements to Melrose Drive and Corintia Street as a project priority for the Phase 2 portion of the Carlsbad Road Project. To construct, and open to traffic, the realignment of Melrose Drive and Cortinia Street prior to detouring traffic to Sparrow Way and Melrose Drive East due to the temporary closing of La Costa Meadows Drive. 5. To construct the median curbs, median hardscape, landscape and irrigation, top asphalt pavement lift of 1.5-inches, and final pavement striping in the portion of the San Marcos Road Project from Melrose Drive to Meadowlark Ranch Road to conform to the design shown on the approved plans for the San Marcos Road Project. Except for the sole negligent and willful misconduct of San Marcos, to bear all responsibility pursuant to Section VI1 of this Agreement for any liability arising out of the activities described in this Section II. 3. 4. 6. C. SAN MARCOS AGREES: 1. To review and approve the plans and specification as they relate to San Marcos. To assist Carlsbad in obtaining any permits needed from San Marcos. 2. 10/07/03 Ill. BOUNDARY ADJUSTMENTS Carlsbad and San Marcos mutually agree to pursue jurisdictional boundary adjustments through the San Diego County Local Agency Formation Commission (LAFCO) upon completion of roadway improvements. The generally proposed boundary modification is as shown on Exhibit "D" attached hereto and incorporated herein by reference. The precise location of the boundary adjustment will be determined by staff from both Cities and mutually agreed upon by the City Council of both Cities. Plats and legal descriptions shall be drafted by Carlsbad with the cost of this work to be shared equally by both Cities. San Marcos will be responsible for processing the boundary adjustment with LAFCO. Carlsbad will provide assistance as needed by San Marcos. IV. NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM Being that several storm drain systems for both City projects have origins within San Marcos and points of discharge within Carlsbad, the Parties agree that each City will be responsible for the control of pollutants originating within their respective jurisdictional boundaries. Carlsbad will report any measured pollutants at the discharge points of these storm drain systems to San Marcos as soon as the pollutants are detected. Once notified of pollutants in the storm drain system, San Marcos agrees to trace any detected pollutant to the point of origin and, to the degree allowed by law, rectify the problem to eliminate the pollutant source. Within 30 days of being notified of pollutants in the storm drain system, San Marcos will report to Carlsbad on the steps taken to eliminate the pollutants, or on the progress of the pollutant elimination process. San Marcos will continue to provide reports to Carlsbad on a monthly basis until the source of the pollution is eliminated. Upon elimination of the pollutant, San Marcos will notify Carlsbad of the steps taken in the elimination process. V. REGIONAL FUNDING The Parties agree to actively pursue Federal, State & regional funds to assist in the construction of the Carlsbad Project. VI. OWNERSHIP AND MAINTENANCE A. ROAD IMPROVEMENTS Upon completion of all work under Sections I and II of this Agreement, ownership and title to materials, equipment, and appurtenance which are installed within (7) 10/07/03 Carlsbad's current right-of-way will automatically be vested and maintained by Carlsbad, with the exception of the traffic signals at the intersection of RSF/Melrose Drive. Materials, equipment, and appurtenances, which are installed within San Marcos' current right-of-way, will automatically be vested and maintained by San Marcos. Upon LAFCOs approval of any jurisdictional boundary adjustment between Carlsbad and San Marcos, the road improvements affected by the boundary adjustment shall automatically become vested in the ownership of, and maintained by, the respective City having jurisdiction over the improvement. No further agreement will be necessary to transfer ownership as hereinabove stated. B. TRAFFIC SIGNAL IMPROVEMENTS Traffic signal improvements at the intersection of RSF/Melrose Drive shall be owned, maintained and administered by San Marcos. The cost to maintain the traffic signal at the intersection of RSF/Melrose Drive shall be shared equally by both Cities. San Marcos will annually provide Carlsbad with a request for reimbursement of maintenance expenses. The request for reimbursement shall be accompanied by an itemized breakdown of the expenses associated with the maintenance of the traffic signal. Carlsbad and San Marcos may alternatively enter into a separate traffic signal maintenance agreement based on any mutually agreed upon terms. VII. LIABILITY AND INDEMNIFICATION Pursuant to Section 895.4 of the Government Code, Carlsbad and San Marcos agree that each will assume the full liability imposed upon it or any of its officers, agents, or employees for injury by a negligent or wrongful act or omission occurring in the performance of this Agreement, and each party agrees to indemnify and hold harmless the other party for any loss, or expense that may be imposed upon such other party by virtue of Section 895.4 and 895.6 of the Government Code. The indemnity provisions are not limited in any way by the extent of any policy of insurance currently in force and held by either party. All construction contracts for any project which spans the jurisdictional boundary between Carlsbad and San Marcos shall include indemnity provisions and insurance provisions, whereby the contractor indemnifies both Carlsbad and San Marcos and adds both Cities as additional insured on its insurance Policy. VIII. NOTIFICATIONS Unless otherwise specifically provided for in this Agreement, all notices, demands, or other communications given hereunder will be in writing and will be deemed to have been duly delivered upon personal delivery or as of the second business day after mailing by the United States mail, return receipt requested, postage prepaid and addressed as follows: If to Carlsbad: City Engineer City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 If to San Marcos: City Engineer City of San Marcos 1 Civic Center Drive San Marcos, CA 92069-2918 IX. MODIFICATIONS This Agreement may not be modified, amended, or otherwise changed unless by an amendment, in writing, executed by the parties hereto. X. COUNTERPARTS This Agreement may be executed by the Cities in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall constitute one and the same instrument. XI. CHOICE OF LAW This Agreement shall be governed by the laws of the State of California and venue shall be proper in the San Diego Superior Court, North County Branch. XII. SEVERABILITY If one or more clauses, sentences, paragraphs, provisions or terms of this Agreement shall be held to be unlawful, invalid, or unenforceable, it is hereby agreed by the Cities that the remainder of this Agreement shall not be affected thereby. (9) 10/07/03 XIII. XIV. HEAD I NGS The headings of articles and paragraphs of this Agreement are for convenience only, and no presumption or implication of the intent of the parties as to the construction of this Agreement shall be drawn therefrom. COMPLETION AGREEMENT The foregoing constitutes the full and complete agreement of the parties. There are no oral understandings or agreements not set forth in writing herein. IN WITNESS WHEREOF, this Agreement is executed by the CITY OF CARLSBAD and by the CITY OF SAN MARCOS pursuant to action taken by their respective City Councils. CITY OFH MARCOS, a municipal R. \M. CkZ) Gittings, hi$’ Mdnaged ATTESJ: r APPROVED AS TO FORM: By: && *elen Holm& Peak, City Attorney APPROVED AS TO FORM: By: 10/07/03 LOCATION MA? PROJECT NAME: 3AN MARCOS RANCHO SANTA FE ROAD PROJECT SITE PROJECT EXHIBIT NUMBER 3190 A EXHIBIT "8" CITY OF SAN MARCOS RANCHO SANTA FE ROAD PROJECT 11. ITEM NO. 1 2 - COST FOR PAVING MEDIAN AREA - MELROSE TO MEADOWLARK RANCH RD. BID UNIT DESCRIPTION QTY. UNIT COST COST 3.5" Asphalt Concrete Pavement 288 TON $44.08 $ 12,695.04 8" Class 2 Aggregate Base 641 TON $12.84 $ 8,230.44 !TOTAL COST FOR PAVING MEDIAN (In-lleu of medlan) $ 20,925.48 S 20,925.48 Landscape Constructlon . ______ I 14" stamped Concrete .__- 81001 SF 1 $ 4.12 . 1 $ 33,372.00 1 ~ ~ Subtotal Landscape Construction1 - 1 $ 33,372x Stmet Improvements I 1 16" Typa "81" Median Curb 16051 LF 15 6.96 $ 11,16906 2 16" Mount Curb 1701 LF 1 $ 8.03 $ 1.364.54 Subtotal Street Improvements S 12,53&60 TOTAL CONSTRUCTION BY CARLSBAD $ 109,490.25 S 109,490.25 S 184,321.48 TOTAL COST TO CARLSBAD (I + I1 - 111) 111. I TOTAL COST FOR CARLSBAD CASH OUT/ I $ 184,000.00 I CONSTRUCTION BY CARLSBAD - MELROSE DRIVE TO MEADOWLARK RANCH ROAD BID UNIT I ____ ITE_MNO..-_--___ DESCRIPTION lrrlgation .- 2 Remote Control Valves (1-1/2'') 1 EA $ 176.55 $ 176.55 1 €A $ 81.32 $-. 81.32 j 1 - Remote Control Valves (3/4") 4 Air Relief Valves 1'EA $ 9.36 $ 9.38 I 5 Gatevalves 1 EA $ 89.55 $ 69.55 6 Flush Valves 3EA$ 9.36 $ 28.08 3.17 $ 110.95 7 2-112"Sleeves .___ 35 LF 8 140 LF ' $ 2.78 $ 389.20 314" Lateral 1,000 LF $ 1.13 $ 1,130.00 3 Quick Coupler Valves 1 1 EA $ 104.86 $ 104.86 ____~ -~ ___ ~ - 35 LF $ - 2.95 $ 103.25 . 2" Sleeves ~____ 1-J/2" Sleeves - Tree Drip Emitters __ 47 EA $ 41.69 $ 1,959.43 ! ___.- 3,360 SF $ 5.11 $ 17,169.60 j j Subtotal lrrlgatlon $ 21.332.15 i I __!L____ PlanUn . ___ 1 124" Box Trees 25 j EA 1 $ 250.00 $ 6,250.00 2 I I5 Gallon Shrubs - 51 EA I $ 85.00 $ 4,335.00 3 5 Gallon Shrubs 453 EA $ 20.00 $ . 9,060.00 .- 4 I Gallon Shrubs __ 78 EA $ 6.00 $ 468.00 -. .. - - 5 __ 114" Decomposed Granite with Binder (3") 1 3,875 SF $ 5.00 $ 19,375.00 - Subtotal Planting j 6 Rootbarriers 285 LF $ 9.70 ! $ 2,764.50 - 1 $ . 42,252.50 NO? TO SCALE PROJECT NAME: :ARLSBAD RANCHO SANTA FE ROAD PROJECT SITE EXHIBIT PROJECT NUMBER 3190 C I PROJECT EXNIBIT PROJECT NAME: D PROPOSED CITY BOUNDARY ADJUSTMENT NUMBER - 3907 -