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HomeMy WebLinkAboutDudek & Associates Inc; 1999-05-05;Agreement Cover Sheet Please fill out section A and send this form with documents’ attached to the City Clerk for routing. Once the documents are fully executed, they will be returned with this form. When a purchase request is submitted, section B of this form should be completed and this form should be sent to Purchasing along with a copy of the fully executed document. SECTION A cpczdfid & ASS&C, name of contractor Ag - Extension - Amendment - Ratification - Amendment and Extension Proposals Received Conflict of Interest Corporate Resolution Date of original agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Term of original agreement Person with authority to renew Number of allowable extensions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Length of allowable extensions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . nt of original agreement . . . . . . . . . . . . . . . . . . . . . . . . Other purchase order numbers associated with original agreement, extensions and/or amendments: ‘Please attach copy of document. Rev.05/07/1999 CITY OF CARLSBAD AND CARLSBAD MUNICIPAL WATER DISTRICT PROFESSIONAL SERVICES THREE PARTY AGREEMENT UNDER $10,000 This letter will serve as an agreement between DUDEK & ASSOICATES, a California corporation, the City of Carlsbad, and the Carlsbad Municipal Water District for professional services pursuant to Carlsbad Municipal Code Section 3.28.140 or 150. Your letter, dated October 21. 1998, (attached as Exhibit “A”), outlines the scope of work to be completed within sixtv (SO) [w&&g/calendar] days at a cost not to exceed $1500.00; payment to be at a rate of $(See attached Exhibit “A”) per hour, billed monthly. The Contractor shall perform the services provided for herein as an independent contractor and in pursuit of his/hers independent calling, and not as an employee of the City/District. Contractor shall be under the control of the City/District only as to the results to be accomplished. The Contractor shall obtain and maintain policies of comprehensive general liability insurance, automobile liability insurance, a combined policy of workers’ compensation, employers liability insurance and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current rating in the Best’s Key Rating guide of at least A-:V in an insurable amount of not less than five hundred thousand dollars ($500,000) each, unless otherwise authorized and approved by the City Attorney or the City Manager. This insurance shall be in force during the life of this agreement and shall not be canceled without thirty (30) days prior written notice to the City by certified mail. The City and the District shall be named as an additional insured on all these policies, except workers’ compensation and professional liability. The Contractor shall furnish certificates of insurance, with endorsements to the City before commencement of work. The City/District has determined using the guidelines of the Political Reform Act and the City’s/District’s conflict of interest code, that the Contractor will not be required to file a conflict of interest statement as a requirement of this agreement, However, Contractor hereby acknowledges that Contractor has the legal responsibility for complying with the Political Reform Act and nothing in this agreement releases Contractor from this responsibility. This agreement may be modified by mutual consent of the City, the District, and the Contractor. Any change shall be in writing with a statement of estimated changes in charges or time schedule. The Contractor may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et sea., and Carlsbad Municipal Code Sections 3.32, 025, et seu. & (i itral) The Contractor acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad/Carlsbad Municipal Water District to disqualify the Contractor from participating in selection process. Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution any disputes between the parties arising out of this agreement is San Diego County, California. A City of Carlsbad business license shall be obtained and maintained for the duration of the contract. 03/22/98 The City Manager or the Contractor may terminate the agreement at any time after a discussion, and written notice to the other party. The City/District will pay Contractor’s costs for service delivered up to the time of termination, if the services have been delivered in accordance with the agreement. Acknowledged and Accepted: CONTRACTOR: DUDEK & ASSOCIATES, FRANK J. DUDEK. President . . . . . CITY OF CARLSBAD: - 5/q/77 Date / / ATTEST: / ALMA L. KAREN R. KUNDTZ, DANIEL L. JUNG, Secretatv (print name/title /em %%z~ A&i&#License Number CARLSBAD MUNICIPAL WATER DISTRICT: Architect/License Number j-a/- 99 Date ATTEST: (Proper notarial acknowledgment of execution by Contractor must be attached.) (Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering that officer(s) signing to bind the corporation.) (If signed by an individual partner, the partnership must attach a statement of partnership authorizing the partner to execute this instrument.) APPROVED AS TO FORM: CMWD 98-101 03122198 STATE OF CALIFORNIA 1 COUNTYOF * pI’@ 1 ss. J On b\sgq before me, NAME AND TITLE OF OFFICER personally appeared y?-klK,,. pu7w ww -w4ual/.Jvr\JG- NAME(S) OF SIGNER(S) k personally known to me - OR - 0 proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. (This area for official notary seal.) Title or Type of Document @t2@75ldAt, 4ePJ~@5 - Date of Document &q% No. of Pages I Signer(s) other than named above I CMWD 98-101 06/l 4/95 Rev. -.h- Engineering, Phning, Corporate Office: 790.9425147 i-%7m8nt8/ Sciences mnd 605 Third Street - Fax 760.6320164 hd8g8lIl8nt s8lViC8S Encinitas, Calift,. ..I 92024 ., A California Corporation t EXHIBIT “A” October 21. 1998 Kelly Efimoff Carlsbad Municipal Water District 5950 El Camino Real Carlsbad, CA 92008 Re: Agua Hedionda Access Road: Video Simulation Dear Ms Efimoff: In response to your request, I am forwarding this proposal for your review. Dudek & Associates, Inc. will provide three (3) color video simulation views of the subject project for a lump sum price of $1,500.00. Thank you for allowing Dudek & Associates to submit this proposal. Should you have any questions, please don’t hesitate to give me a call at (760)942-5147. Respectfully submitted, Dudek & Associates, Inc. Cecil Rehr Project Engineer cc: Mike Metts, Dudek & Associates. 1 I JUN 11 '92 14:58 NEkL SCHRkM ,- : . . W. NEAL SCHRAM w. NEAL SCliPAM June 11, 1992 Al--rORNLY PIT LA* l-4 JOLCA SHORES PLAZA 2223 AVENIDA DE iA PLAYA. SUITE 2G2 I.,$ JOLLA. CALIFORNIA 92037 847 P02 - TKLPP-ONE 18191 48-a-4422 FAX tale, 4S9-2tBP7 VIA FACSIMILE Mr. Frank Dudek Dudek & Associates, Inc. 605 Third Street Encinitas, California 92024 Dear Frank: I am enclosing Page 7 of the Bylaws of Dudek C ABsociates, Inc. for your use. With respect to your implied power under California law to bind Dudek t Associates to contracts with governmental agencies, please be advised that as President of Dudek & Associates and as its general manager, you have the power to superintend and conduct all corporate business, and have the authority to make any contract or do any other act appropriate in the ordinary course of the business of Dudek & Assaciates. There is ample authority for this notion, not the least of which is Memorial Hospital Association v. Pacific Grape Growers Company (1955) 45 C.2d 634, I authorize you to disclose the contents of this letter or this letter itself to any party who may question your implied and direct powers, as President of Dudek & Associates, Inc. Sincerely, W. Neal Schram WNS:jd Enclosure JUN 11 '92 14:58 NEFlL SCHRAM 847 PQ3 .- A : Section 5. VACANCIES. A vacancy in any office be- cause of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the By- I Laws for regular appointments to that office. Section 6- CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an officer be elected, shall, if present, pre- side at meetings of the Board of Directors and exercise and Per- form such other powers and duties as may be from time to time assigned by the Board of Directors or prescribed by the By-Laws, If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article III. c Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an Officer, the Presi- dent shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and Officers of the corporation. He or she shall preside at all meetings of the Shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. The President shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws. Section 8. VICE PRESIDENT. In the absence or dis- ability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restric- tions upon, the President, The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws. Section 9. SECRETARY. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and Shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors' meetings, the number of shares present or repre- sented at Shareholders' meetings and the proceedings thereof- -7- ._ :.:::i..~.c~. _y 1 .. ‘... _ .- ..- . r8t3 ORCHARD ttc31sI; Pi ENCiNITAS, CA c3~0~:4 ?GO-753-5GEU DtiDEF( 5 ASSCCIATES, INC. 605 THIRD ST ENCINITAS, CA . . . - _ -._ . . .- ‘. ., .: :“. :- I,.. ;, :_ : ‘___ ;.:::. : .. “‘.. .. -: _‘. ,, . . : .; .:‘, .’ , .‘. ..:. ..:._ . . . . i. . . . . . ..Z’. -. ‘-I..: _, :. :.:.....‘:y?: :::.:.....y. ‘..‘. ,‘, ..: ._.. .‘I _-, w e CERTIFICATE OF- IABILITY INSURANCE - DATE (MMIDDNY) APR 27 99 PRODUCER f : iTHiS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY I MkHAEL J. t:,‘kL & COMPANY ” -; \ .I’. 19680 NE 7TH AVENUE SUITE D POULSBO WA 98370 ..:;y . . I AND, CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTiFlCATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED’ BY THE POLICIES BELOW. I PHONE: (360) 598-3700 ‘t;:; NR 2 9 1~ ,I COMPANIES AFFORDING COVERAGE I FAX: (360) 598-3703 t ‘lrn.anr.,” A. f ; i LUIVITH8Y T r\. ,‘NA INSURANCE COMPANY ~COMPANY E: HARTFORD INSURED : L.-.:’ I ,’ : ~CO~ANY c: KEMPER DUDEK 8 ASSOCIATES INC - I ~~~~ANY 13: 605 3RD STREET j COMPANY E: i THIS IS TO CERTIP( 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 SUCHPOLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Y ExPlRATlON LIMITS . . . . ^^“^I. ) INSRI rYPE OF INSURANCE POLICY NUMBER , GENERAL LIABILITY / 52SBKE0112 AUG 2898 :EACHOCCURRENCE jx/ COMMERCIAL GENERAL LIABILITY 1 FIRE DAMAGE IAnv One Fire) mn non I ‘1 / I I I - - - , - - - I i 1 CLltMS MADE w OCCUR j I MED. EXP (Any One Person) $ BT 10,000 ’ PERSONAL 8 ADV INJURY $ 1,000,000 g -- GENERAL AGGREGATE s 2,000,000 j GEN’L AGGREGATE LIMIT APPLIES PER: I I / PRODUCTS-COMP/OP AGG. / S 2.000.0001 r / POLICY ! AUTOMOBILE LIABILITY L-l ANY AUTO ~.~~ . I 52UENGK6404 AUG 28 98 AUG 28 99 COMBINED SINGLE LIMIT (Ea armdent) 8 1 ,ooo,ooo I r-l I ALL OWNED AUTOS I I BODILY INJURY I SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS I H 1 I I I I I PROPERTY DAMAGE s 0 I i GARAGE LtABlLlTY b-- AUTO ONLY _ EA ACCIDENT S 0 .A ANY AUTO OTHER THAN EAACC S 0 AUTO ONLY: AGG S 0 i EXCESS LIABILITY S 0 rJ q IEACH~CCURRENCE OCCUR CLAIMS MADE AGGREGATE S 0 0 S 0 - 0 S 0 0 I% 0 WORKERS COMPENSATION AND 1 EMPLOYERS’ LIABILIN i 7cw305330-00 j AUG2898 1 AUG2899 /I ; WC STAT”- I OJH I 1 E.L. EACH ACCIDENT Is 1 .ooo.ooo r- I t I , ” ; OTHER: j E.L. DISEASE&A EMPLOYEE IS 1 ,ooo,ooo --- E.L. DISEASE-POLICY LIMIT f 1 ,ooo,ooo ECN114041718 / AUG 28 98 AUG 28 00 I $3,000,000 PER CLAIM $3,000,000 AGGREGATE DESCRIPTION OF OPERATIONSILOCATIONS#EHlCLES/SPEClAL ITEMS RE:AGUA HEDIONDA ACCESS ROAD -VIDEO SIMULATION CERTIFICATE HOLDER IS AN ADDITIONAL INSURED ON THE COMMERCIAL GENERAL LIABILITY AND AUTOMOBILE LIABILITY POLICIES AS RESPECTS LIABILITY ARISING OUT OF ACTIVITIES BY, OR ON BEHALF OF THE NAMED INSURED. SEE FORM CGZOlO ATTACHED CERTIFICATE HOLDER / ADDITIONAL INSURED; INSURER LElTER: - CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL MAIL 30 DAYS WRITTEN CITY OF CARLSBAD AND NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. CARLSBAD MUNICIPAL WATER DISTRICT 5950 EL CAMINO REAL CARLSBAD, CA 92008 1 Attention: KELLY J. EFIMOFF I AUTHORIZED REPRESENTATIVE I I ACORD 25-S (7197) Certificate # 5813 . 0 ‘. L *, . A. POLICY NUMBER: 52SBKE0112 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS (Form B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization; CITY OF CARLSBAD AND CARLSBAD MUNICIPAL WATER DISTRICT 5950 EL CAMINO REAL CARLSBAD, CA 92008 (If no entry appears above. information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of “your work’ for that insured by or for you CG201011 85 Copyright. Insurance Services Office, Inc., 1984