HomeMy WebLinkAboutDUDEK & ASSOCIATES INC; 1991-07-09;~ .. ✓-
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AGREEMENT
THIS AGREEMENT, made and entered into as of the day
of Gf= , 199'/, by and between the CARLSBAD
MlJNI£:L WATER DISTRICT, hereinafter referred to as "District",
and DUDEK & ASSOCIATES / Jr-JC.
i hereinafter referred to
as "Consultant".
RECITALS.
District requires the services of an_E~n_g~i_·n_e~e_r_in_g~-------
consultant to provide the
necessary Design services for
preparation of -Reclaimed Water Line Design ; and
Consultant possesses the necessary skills and qualifications to
provide the services required by the District;
NOW ( THEREFORE, in consideration of these recitals and the
mutual covenants contained herein, District and Consultant agree as
follows:
1. CONSULTANT'S OBDIGATIONS
1. Revise pipeline alignrrient, prepare new plan and profile, revise data
tables, design permanent connection at "D" tanks; add State of
California specifications; revise thrust block calculations.
-2. Detail control connections for_ tank operation with pump station.
3. Revise erosion control plan; prepare traffic control plan for El Camino
Real; prepare new cost estimate.
4. Coordinate with District, City, Fire Department, Planning Department;
plan processing and meetings; QA; copies of plans.
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2.
3.
DISTRICT OBLIGATIONS
The District shall furnish
infonnation.
PROGRESS AND COMPLETION
access
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to District files for
The work under this contract will begin within ten (10) days
after receipt of notification to proceed by the District and be
completed within sixty (60) days of that date. Extensions of
time may be granted if requested by the Consultant and agreed to in
writing by the District Engineer or the General Manager. The
extensions will only be given allowance for documented and
substantiated unforeseeable and unavoidable delays not caused by a
lack of foresight on the part of the Consultant, or delays caused
by District inaction or other agencies' lack of timely action.
4. FEES TO BE PAID TO CONSULTANT
The total fee payable according to Paragraph 6, "Payment of
Fees, 11 shall be $ lS,870.00 No other compensation for services
will be allowed except those items covered by supplemental
agreements per Paragraph 8, "Changes in Work."
S. DURATION OF CONTRACT
This agreement shall extend for a period of one ( 1) year
from the date thereof. The contract may be extended for _a_n __ _
additional one ( 1) year periods or parts thereof, based upon
satisfactory performance and the District's needs.
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6. PAYMENT OF FEES
7.
Payment of fees shall be upon delivery of approved final __
plans
FINAL SUBMISSIONS
Within fifteen (15) days of completion and approval of the
the Consultant shall deliver to the District the following items:
one set of signed wlars, one set of specifications and cost estimate.
8. CHANGES IN WORK
If·, in the course of the contract, changes seem merited by the
Consultant or the District, and info:ctnal consultations with the
other party indicate that a change in the conditions of the
contract i~-warranted, the Consultant or the District may request
' a change in contract. Such changes shall be processed by the
District in the following manner: A letter outlining the required
' changes shall be forwarded to the District ·by-Ehe Consultant to
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inform District of the ·p:roposed changes along with a statement of
estimated changes in charges · or tim.e schedule. A supplemental
agreement shall be prepared by the District and approved by the
District. Such supplemental agreement shall not render ineffective
or invalidate unaffected portions of the agreement.
9. COVENANTS AGAINST CONTINGENT FEES
The Consultant warrants that their firm has not employed or
retained any company or person, other than a bona fide employee
working for the Consultant, to solicit or secure this agreement,
and that Consultant has not paid or agreed to pay any company or
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person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this
agreement. For breach or violation of this warranty, the District
shall have the right to annul this agreement without liability, or,
in its discretion, to deduct from the agreement price or
consideration, or otherwise recover, the full amount of such fee,
commission, percentage, brokerage fees, gift, or contingent fee.
10. NONDISCRIMINATION CLAUSE
The Consultant shall comply with the state and federal laws
regarding nondiscrimination.
11. TERMINATION OF CONTRACT
In the event of the Consultant's failure to prosecute,
deliver, or perform the work as provided for in this contract, the
District may terminate this contract for nonperformance by
notifying the .Consultant by certified mail of the termination of
the Consultant. The Consultant, thereupon, has five (5) working
days to deliver sa~d documents owned by tlie District and all work
District
in progress to the Engineer The District Engineer
shall make a determination of fact based upon the documents
delivered to District of the percentage of work which the
Consultant has performed which is usable and of worth to the
District in having the contract completed. Based upon that finding
as reported to the General Manager, the General Manager shall
determine the final payment of the contract.
12. DISPUTES
If a dispute should arise regarding the performance of work
under this agreement, the following procedure shall be used to
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resolve any question of fact or interpretation not otherwise
settled by agreement between parties. Such questions, . if they
become identified as a part of a dispute among persons operating
under the provisions of this contract, shall be reduced to writing
by the principal of the Consultant or the District Engineer
A copy of such documented dispute shall be forwarded to both
parties involved along with recommended methods of resolution which
would be of benefit to both parties. The District Engineer
or principal receiving the letter shall reply to the letter along
with a recommended method of resolution within ten (10) days. If
the resolution thus obtained is unsatisfactory to the aggrieved
party, a ~etter outlining the dispute shall be forwarded to the
Board of Di~ectors for their resolution through the office of the
General Manager. The Board of Directors may then opt to consider
the directe solution to the problem. In such cases, the action of
the Board of Directors shall be binding upon the parties involved,
al though nothing in this procedure shall prohibit the parties
seeking remedies ay ailable to them at law.
13. SUSPENSION OR'TERMINATION OF SER~ICES
' ' ... This agreement may be terminated by either party upon
tendering thirty (30) days written notice to the other party. In
the event of such suspension or termination, upon request of the
District, the Consultant shall assemble the work product and put
same in order for proper filing and closing and deliver said
product to District. In the event of termination, the Consultant
shall be paid for work performed to the termination date; however,
the total shall not exceed the total fee payable under paragraph 4.
The District shall make the final determination as to the portions
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of tasks completed and the compensation to be made.
14. STATUS OF THE CONSULTANT
The Consultant shall perform the services provided for herein
in Consultant's own way as an independent contractor and in pursuit
of Consultant's independent calling, and not as an employee of the
District. Consultant shall. be under control of the District only
as to the result te be accomplished, but shall consult with the
District as provided for in the request for proposal.
The consultant is an independent contractoJ? of the District.
The payment made to the Consultant pursuant to the contract shall
be the full and complete compensation to which the Consultant is
entitled. The District shall not make any federal or· state tax
withholdings on behalf of the Consultant. The District shall not be
required to pay any workers' compensation insurance on behalf of
-~-the Consul t ·?t·nt. The Consultant agrees to indemnify the District
for any tax:,· retirement contribution, social security, overtime
payment, or workers' compensation payment which the District may be
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required to make on behalf of the Consultant or any employee of the
Consultant for work done under this agreement.
The Consultant shall be aware· -.of the requirements of the
Immigration Reform and Control Act of 1986 and shall comply with
those requirements, including, but not limited to, verifying the
eligibility for employment of all agents, employees, subcontractors
and consultants that are included in this agreement.
15. CONFORMITY TO LEGAL REQUIREMENTS
The Consultant shall cause all drawings and specifications to
conform to all applicable requirements of law: federal, state and
local. Consultant shall provide all necessary supporting
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documents, to be filed with any agencies whose approval is
necessary.
The District will provide copies of the approved plans to any
other agencies.
16. OWNERSHIP OF DOCUMENTS
All plans, studies,· sketches, drawings, reports, and
specifications as here~n required are the property of the District,
whether the work for which they are made be executed or not. In
the event this contract is terminated, all. documents, plans,
reports, and studies shall be delivered
forthwith to the District. Consultant shall have the right to make
one (1) copy of the plans for his/her records.
17. REPRODUCTION RIGHTS
The Consultant agrees that all ·copyrights which arise from
creation of the. work pursuant to this contract shall be vested in
District agrees to relinquish all claims to such
copyrights in
18.
The District, and.employees shall not be liable
for any claims, liabilities, penalties, · fines, or any damage to
goods, properties, or effects of any person whatever, nor for
personal injuries or death caused by, or resulting from, any
intentional or negligent acts, errors or omission of Consultant or
Consultant's agents, employees, or representatives. Consultant
agrees to def end, indemnify, and save free and harmless the
District and its officers and employees against any of the
foregoing claims, liabilities, penalties or fines, including
liabilities or claims by reason of alleged defects in any plans and
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specifications, and any cost, expense or attorney's fees which are
incurred by the District on account of any of the foregoing.
19. ASSIGNMENT OF CONTRACT
The Consultant shall not assign this contract or any part
thereof or any monies due thereunder without the prior written
consent of the District.
20. SUBCONTRACTING
If the Consultant shall subcontract any of the work to be
performed under this contract by the Consultant, consultant shall
be fully responsible to the District for the acts and omissions of
Consultant's subcontractor arid of the persons either directly or
indirectly employed by the subcontractor, as Consultant is for the
acts and omissions of persons directly employed by consultant.
Nothing contained in this contract shall create any contractual
relationshiR _. between any subcontractor of Consultant and the
District. The Consultant shall bind every subcontractor and every
subcontractor of a subcontractor by the,. terms · of this contract
applicable to C0n~ultant 1 s work unless specifically noted to the
"" contrary in the suocoptract in questiqn approved in writing by the
District.
21. PROHIBITED INTEREST
No official of the District who is authorized in such capacity
on behalf of the District to negotiate, make, accept, or approve,
or take part in negotiating, making, accepting, or approving of
this agreement, shall become directly or indirectly interested
personally in this contract or in any part thereof. No officer or
employee of the District who is authorized in such capacity and on
behalf of the District to exercise any executive, supervisory, or
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similar functions in connection with the performance of this
contract shall become directly or indirectly interested personally
in this contract or any part thereof.
22. VERBAL AGREEMENT OR CONVERSATION
No verbal agreement or conversation with any officer, agent,
or employee of the District, either before, during or after the
execution of this contract, shall affect or modify any of the terms
or obligations herein contained nor entitle the Consultant to any
additional payment whatsoever under the terms of this contract.
23. SUCCESSORS -OR ASSIGNS
Subject to the provisions of Paragraph 18, "Hold Harmless
Agreement," all terms, conditions, and provisions hereof shall
inure to and shall bind ·each of the parties hereto, and each of
their respective heirs, executors, administrators, successors, and
assigns.
24. EFFECT~VE DATE
This agre.ement shall be effective on _and from the day and year
first above writ-ten.
25. CONFLICT OF INTEREST
The Consultant shall file a Conflict of Interest Statement
with the Secretary of the Board of Directors in accordance with the
requirements of the Carlsbad Municipal Water District Conflict of
Interest Code. The Consultant shall report investments or
interests in real property.
26. INSURANCE
The Consultant shall obtain and maintain policies of general
liability insurance, automobile liability insurance, and a combined
policy of worker's compensation and employers liability insurance
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from an insurance company authorized to do business in the State of
California in an insurable amount of not less than one million
dollars ($1,000,000) each, unless a lower amount is approved by the
General Counsel or the General 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 District sent
by certified mail.
The District shall be named as an additional insured on these
policies. The Consultant shall furnish certificates of insurance
to the Dist~ict before commencement of work.
Executed by Consultant this __ /_# __ day of M
19!f.L.
CONSULTANT: MUNICIPAL WATER
DUDEK & ASSOCIATES 1 /N~.
Manager
organization of
(Proper notarial acknowledgment of execution by CONSULTANT must be
attached.)
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(President or vice-president and secretary or assistant secretary
must sign for corporations. If only one officer signs, the
corporation must attach a resolution certified by the secretary or
assistant secretary under corporate seal empowering that officer to
bind the corporation.)
APPROVED AS TO FORM:
VINCENT F. BIONDO, JR. . /J _
By: ~ C:-I I~ ~
.,IJ..J,l..12.A"""'-91~ General Counsel e
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CMWD 91-301
11 4/3/91 REV.
Consultant's Agreement
CMWD Project No. 91-301
St ate of California
County of San Diego
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On this 1st day of July in the year
1991 , before me, the undersigned, a notary public in and
for said state, personally appeared Frank J. Dudek
personally known to me (
~ to be the person who executed the within in-
strument as president (~ or on behalf of the cor-
poration therein named and acknowledged to me that the corpo-
ration executed it.
(Seal of Notary)
CMWD 91-301