HomeMy WebLinkAboutDudek & Associates Inc; 2002-12-26;RATIFICATION OF AMENDMENT NO. 2 TO EXTEND THE AGREEMENT
FOR CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES WITH DUDEK &
ASSOCIATES, INC FOR PROJECT 3190/HP21STPL-5308(014) & STPLF-5308(007),
RANCHO SANTA FE ROAD NORTH REALIGNMENT AND WIDENING
(DUDEK & ASSOCIATES, INC.)
This Ratification of Amendment No. 2 is entered into (IgUwjLi r\ a 1 1 3 I
, but effective June 27, 2007, extending the underlying initial agreemenj/between the
Parties dated December 26, 2002 (the "Agreement") by and between the City of Carlsbad, a
municipal corporation, ("City"), and DUDEK & ASSOCIATES, INC., ("Contractor") (collectively,
the "Parties").
RECITALS
A. On December 22, 2006, the Parties executed Amendment No. 1 to the
Agreement to extend the Agreement for a period of six months, expiring on June 26, 2007.
B. The Agreement, as amended from time to time expired on June 26, 2007 and
Contractor continued to work on the services specified therein without the benefit of an
amendment.
C. The Parties desire to ratify the amendment extending the term of the Agreement,
and any amendments thereto, for a period of one year, ending on June 26, 2008.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. Amendment No. 2 to the Agreement, is hereby retroactively approved and the
Agreement is hereby extended for a period of one year, ending on June 26, 2008.
2. All other provisions of the Agreement, as may have been amended from time to
time, will remain in full force and effect.
3. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
City Attorney Approved Version #04.11.01
4. The individuals executing this Amendment and the instruments referenced in it
on behalf of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Amendment.
CONTRACTOR
*By:
CITY O
corporatii
>BAD, a / nhunicipal
"State of California
CJ (sign here)^> Dudek
Frank Dudek
(print name/title) President ATTEST4
(e-mail address)
•By-
LORRAINE M. WOOD
City Clerk
(sign here)
June Collins
11111*\^y'»;im\
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a Corporation. Agreement must be signed by one corporate officer from each of the
following two groups.
*Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
City Attorney Approved Version #04.11.01
AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR CONSTRUCTION MANAGEMENT
AND INSPECTION SERVICES WITH DUDEK & ASSOCIATES, INC. FOR PROJECT
3190/HP21STPL-5308(014) & STPLF-5308(007), RANCHO SANTA FE ROAD NORTH
REALIGNMENT AND WIDENING
(DUDEK & ASSOCIATES, INC.)
This Amendment No. 1 is entered into and effective as of theg>3»2*-* day of
200^_, extending the agreement dated December 26, 2002 (the
"Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and DUDEK
& ASSOCIATES, INC., ('Contractor'1) (collectively, the "Parties").
RECITALS
A. The Parties desire to extend the Agreement for a period of six months, expiring on June
26, 2007.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. The Agreement, as may have been amended from time to time, is hereby
extended for a period of six months ending on June 26, 2007.
2. All other provisions of the Agreement, as may have been amended from time to
time, shall remain in full force and effect.
3. All requisite insurance policies to be maintained by the Contractor pursuant to the
Agreement, as may have been amended from time to time, shall include coverage for this
Amendment.
City Attorney Approved Version #05.22.01
4. The individuals executing this Amendment and the instruments referenced on
behalf of Contractor each represent and warrant that they have the legal power, right and actual
authority to bind Contractor to the terms and conditions hereof of this Amendment.
CONTRACTOR
*By: -^r
V^___JsigfTtierV)X
(print name/title)
(e-mail address)
"By:
(sign here)
(print name/title)
_
(e-mail address7
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
f('&\ty Managers Mayor
ATTEST:
**«,*>*
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
If a Corporation. Agreement must be signed by one corporate officer from each of the following
two groups.
"Group A.
Chairman,
President, or
Vice-President
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
By:
Deputy City Anvmey
AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES
WITH DUDEK & ASSOCIATES, INC. FOR PROJECT 3190/HP21STPL-5308(014) & STPLF-5308(007), RANCHO SANTA FE ROAD
NORTH REALIGNMENT AND WIDENING
(DUDEK & ASSOCIATES, INC.)
City Attorney Approved Version #05.22.01
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AGREEMENT FOR CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES
WITH DUDEK & ASSOCIATES, INC. FOR PROJECT 3190/HPZlSTPL- 5308(014) &
STPLF - 5308(007), RANCHO SANTA FE ROAD NORTH REALIGNMENT AND
WIDENING
is made and entered into as of the 2b day of
, 2002, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and Dudek & Associates, a corporation, ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced
in construction management and inspection for the Rancho Santa Fe Road Widening
project, Project No. 3190/HP21STPL- 5308(014) & STPLF - 5308(007).
B. Contractor has the necessary experience in providing professional
services and advice related to construction management and inspection.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. Contractor has submitted a proposal to City and has affirmed its
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
Citv retains Contractor to perform, and Contractor agrees to render. those as-needed
sekices (the "Services") that are defined in attached-Exhibit "A", whkh is incorporated
by this reference in accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional
care and skill customarily exercised by reputable members of Contractor's profession
practicing in the Metropolitan Southern California Area, and will use reasonable
diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of four (4) years from the date
first above written.-The City Manager may amend the Agreement to extend it for two (2)
additional one (1) year periods or part thereof. The initial term of this Agreement and
any amendments hereto shall not exceed three million, two hundred and eighty nine
thousand, one hundred and seven dollars ($3,289,107). Extensions will be based upon
a satisfactory review of Contractor's performance, City needs, and appropriation of
funds by the City Council. The parties will prepare a written amendment indicating the
effective date and length of the extended Agreement.
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4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term
and any amendments hereto shall not exceed three million, two hundred and eighty
nine thousand, one hundred and seven dollars ($3,289,107). No other compensation for
the Services will be allowed except for items covered by subsequent amendments to
this Agreement.
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent
contractor and in pursuit of Contractor's independent calling, and not as an employee of
City. Contractor will be under control of City only as to the result to be accomplished,
but will consult with City as necessary. The persons used by Contractor to provide
services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or
state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. City will not be required to pay any workers' compensation insurance or
unemployment contributions on behalf of Contractor or its employees or subcontractors.
Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers'
compensation payment which City may be required to make on behalf of Contractor or
any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any
balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval
of City. If Contractor subcontracts any of the Services, Contractor will be fully
responsible to City for the acts and omissions of Contractor's subcontractor and of the
persons either directly or indirectly employed by the subcontractor, as Contractor is for
the acts and omissions of persons directly employed by Contractor. Nothing contained
in this Agreement will create any contractual relationship between any subcontractor of
Contractor and City. Contractor will be responsible for payment of subcontractors.
Contractor will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to Contractor's work unless specifically noted to
the contrary in the subcontract and approved in writing by City.
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8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials,
employees and volunteers from and against all claims, damages, losses and expenses
including attorneys fees arising out of the performance of the work described herein
caused in whole or in part by any willful misconduct or negligent act or omission of the
Contractor, any subcontractor, anyone directly or indirectly employed by any of them or
anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City's self-
administered workers' compensation is included as a loss, expense or cost for the
purposes of this section, and that this section will survive the expiration or early
termination of this Agreement.
IO. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property
which may arise out of or in connection with performance of the services by Contractor
or Contractor's agents, representatives, employees or subcontractors. The insurance
will be obtained from an insurance carrier admitted and authorized to do business in the
State of California. The insurance carrier is required to have a current Best's Key Rating
of not less than "A-:V".
IO. I Coveraqes and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless City Attorney or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's
indemnification obligations under this Agreement. City, its officers, agents and
employees make no representation that the limits of the insurance specified to be
carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
10.1.1 Commercial General Liability Insurance. $1,000,000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits will apply
separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
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10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers'
Compensation limits as required by the California Labor Code and Employer's Liability
limits of $1,000,000 per accident for bodily injury. Workers' Compensation and
Employer's Liability insurance will not be required if Contractor has no employees and
provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must
be maintained for a period of five years following the date of completion of the work.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions:
10.2.1 The City will be named as an additional insured on General
Liability.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional
Liability, which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and
any extensions of it and will not be canceled without thirty (30) days prior written notice
to City sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providinq Certificates of Insurance and Endorsements. Prior to City's execution
of this Agreement, Contractor will furnish certificates of insurance and endorsements to
City.
10.4 Failure to Maintain Coveraqe. If Contractor fails to maintain any of these
insurance coverages, then City will have the option to declare Contractor in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. Contractor is responsible for any
payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and
endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of
the Agreement, as may be amended from time-to-time.
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12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred
under this Agreement. All records will be clearly identifiable. Contractor will allow a
representative of City, or any State or Federal agency, during normal business hours, to
examine, audit, and make transcripts or copies of records and any other documents
created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors
pursuant to this Agreement is the property of City. In the event this Agreement is
terminated, all work product produced by Contractor or its agents, employees and
subcontractors pursuant to this Agreement will be delivered at once to City. Contractor
will have the right to make one (1) copy of the work product for Contractor’s records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City
and Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of Contractor under this Agreement.
For Citv: For Contractor:
Title Deputv Citv Engineer Name George Litzinqer
Department Public Works Title Proiect Manaqer
Citv of Carlsbad Address 605 Third Street
Address 5950 El Camino Real Encinitas, CA 92024
Carlsbad, CA 92008 Phone No. (760) 942-5147
Phone No. (760) 602-2780 x7321
Each party will notify the other immediately of any changes of address that would
require any notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
City will evaluate Contractor‘s duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City’s Conflict of Interest Code is required
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of Contractor or any of Contractor’s employees, agents, or subcontractors. Should it be
determined that disclosure is required, Contractor or Contractor’s affected employees,
agents, or subcontractors will complete and file with the City Clerk those schedules
specified by City and contained in the Statement of Economic Interests Form 700.
Contractor, for Contractor and on behalf of Contractor‘s agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor’s agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way
affect the performance of the Services by Contractor. Contractor will at all times observe
and comply with these laws, ordinances, and regulations and will be responsible for the
compliance of Contractor’s services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act
of 1986 and will comply with those requirements, including, but not limited to, verifying
the eligibility for employment of all agents, employees, subcontractors and consultants
that the services required by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations
prohibiting discrimination and harassment.
19. DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION
REQUIREMENTS AND REGULATIONS, GENERAL
The DBE participation for this contract is 8 percent.
Contractor shall carry out applicable requirements of 49 CFR, Part 26, of the Code of
Federal Regulations (CFR), entitled “Participation by Disadvantaged Business
Enterprises in Department of Transportation (DOT) Financial Assistance Programs,” in
the award and administration of DOT-assisted contracts. The regulations in their
entirety are incorporated herein by reference. Contractor shall not discriminate on the
basis of race color, national origin or sex in the performance of this Agreement.
Noncompliance by Contractor with the requirements of 49 CFR, Part 26 is a material
breach of this Agreement and may result in termination of the Agreement or other such
appropriate remedy as the City of Carlsbad deems appropriate.
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Contractor shall include the following in each subcontract Contractor signs with a
subcontractor:
1. A subcontractor shall not discriminate on the basis of race, color, national
origin, or sex in the performance of this Agreement.
2. The subcontractor shall carry out applicable requirements of 49 CFR Part
26 in the award and administration of this Agreement.
3. Contractors shall include in their subcontracts, language providing the use
of appropriate alternative dispute resolution mechanisms to resolve
payment disputes.
A. Prompt Payment to DBE and Non-DBE Contractors
The Contractor shall not be entitled to any payment for the work or material, unless it is
performed or supplied by the listed subcontractors (DBE or non-DBE), or by
Contractor’s own forces, pursuant to prior written authorization of the Contract Manager.
The provisions of this Paragraph A apply even if other Agreement work is not completed
and has not been accepted, in conformance with the terms of the Agreement, by the
City.
The Contractor shall pay all DBE subcontractors and non-DBE subcontractors for
satisfactory performance of their contracts within ten (IO) days from receipt of each
payment from the City made to Contractor.
B. Prompt Payment Progress Pay Retention to DBE and Non-DBE
Subcontractors
Contractor shall return all moneys withheld in retention from the subcontractor within 30
days after receiving payment for work satisfactorily completed, even if other contract
work is not completed and has not been accepted in conformance with the terms of this
Agreement. This requirement shall not be construed to limit or impair any contractual,
administrative, or judicial remedies otherwise available to Contractor or subcontractor in
the event of a dispute involving late payment or nonpayment to the Contractor or
deficient subcontract performance or noncompliance by a subcontractor.
C. DBE and Non-DBE Subcontractor Payment Records
Contractor, in addition to maintaining records showing the name and business address
of each first tier subcontractor, shall also show the name and business address of every
DBE subcontractor, and DBE vendor of materials, regardless of tier. Said records shall
show the date of payment and the total dollar figure paid to all DBE firms. DBE prime
contractors shall also show the date of work performed by their own forces along with
the corresponding dollar value of work.
Upon completion of the Agreement, a summary of these records shall be prepared on
Exhibit 17-F of Caltrans’ Local Assistance Procedures Manual (LAPM) and certified
correct by Contractor or Contractor’s authorized representative, and shall be furnished
to the Contract Manager with the final invoice. Failure to provide the summary of DBE
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payments with the final invoice will result in the invoice being in dispute until the report
is received.
D. Penalty Assessed for Failure to Provide Subcontractor Payment Records
Ten Thousand dollars, ($10,000) will be withheld from payment if Exhibit 17-F of
Caltrans’ LAPM is not submitted. The amount will be paid to Contractor when the form
is submitted.
E. DBE Substitutions or Additions
Contractor may not substitute, or terminate for convenience, a subcontractor or supplier
listed in the original bid/proposal without the prior written approval of the Contract
Manager. However, upon written approval from City, Contractor may add a firm to
perform work originally planned to be done by Contractor’s own forces.
Contractor must make an adequate good faith effort to find another certified DBE
subcontractor to substitute for the original DBE. Contractor will be required to make
good faith efforts to replace the original DBE subcontractor with another DBE
subcontractor to the extent needed to meet the Agreement goal.
The requirement that DBEs must be certified by the bid opening date does not apply to
DBE substitutions or additions after execution of the Agreement. DBEs must be
certified at the time of the substitution or addition.
Contractors shall submit requests for substitution in writing to the Contract Manager.
Authorization to use other subcontractors or suppliers may be requested for the
following reasons:
I. The listed DBE, after having had a reasonable opportunity to do so, fails
or refuses to execute a written contract, when such written contract, based
upon the general terms, conditions for this contract or on the terms of such
subcontractor’s or supplier’s written bid, is presented by Contractor.
2. The listed DBE becomes bankrupt or insolvent.
3. The listed DBE fails or refuses to perform the subcontract or furnish the
listed materials.
4. Contractor stipulated that a bond was a condition of executing a
subcontract and the listed DBE subcontractor failed or refuses to meet the
bond requirements of contract.
5. The listed DBE was the result of an inadvertent clerical error. Contractor
must have asserted a claim of inadvertent clerical error in listing the
subcontractor within two working days after the proposal due date and
copies of that notice to both the subcontractor he or she claims to have
listed in error and intended subcontractor who had proposed to Contractor
prior to proposal opening.
6. The listed DBE was not licensed as required by the State of California
Contractor’s Licensing Board or failed to have the required permits or
licenses as required by Federal, State or Local governmental jurisdictions.
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7. The work performed by the listed subcontractor is substantially
unsatisfactory and is not in substantial conformance with the scope of
work to be performed, or the subcontractor is substantially delaying or
disrupting the progress of the work.
8. When the listed DBE is ineligible to work on a public works project pursuant
to Section 1777.1 or 1777.7 of the California Labor Code as said sections
may be amended from time to time.
9. When it is in the best interest of the City.
Prior to submittal of Contractor‘s request for substitution to the Contract Manager, the
Contractor shall give notice in writing to the listed DBE subcontractor of Contractor’s
request to substitute and the reasons for the request. The notice shall be served by
certified or registered mail to the last known address of the subcontractor. The listed
subcontractor who has been so notified, shall have five working days within which to
submit written objections to the substitution to the Contract Manager. Failure to
respond to a written objection shall constitute the listed subcontractor’s consent to the
substitution.
F. Termination of a DBE
In conformance with Federal DBE regulation Sections 26.53(f)(I) and 26.53(f)(2), Part
26,49 CFR, Contractor shall not:
Terminate for convenience a listed DBE subcontractor and then perform
that work with its own forces (personnel), or those of an affiliate, unless
Contractor has received prior written authorization from the Contract
Manager to perform the work with other forces or to obtain materials from
other sources
If a DBE subcontractor is terminated or fails to complete its work for any
reason, the Contractor will be required to make good faith efforts to
replace the original DBE subcontractor with another DBE subcontractor to
the extent needed to meet the Agreement goal.
G. DBE Certification Status
If a DBE subcontractor is decertified during the life of this Agreement, the decertified
subcontractor shall notify Contractor in writing with the date of decertification. If a
subcontractor becomes a certified DBE during the life of this Agreement, the
subcontractor shall notify Contractor in writing with the date of certification.
Upon completion of the Agreement, Contractor shall complete Exhibit 17-F, of Caltrans’
LAPM, indicating the DBEs certification status and shall be signed and certified correct
by Contractor. The certified form shall be furnished to the Contract Manager within
thirty (30) days from the date of completion of the Agreement.
H. DBE Eligibility Toward Goal
The dollar value of work performed by a DBE is creditedlcounted toward the goal
only after the DBE has been paid.
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20. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following
procedure will be used to resolve any questions of fact or interpretation not otherwise
settled by agreement between the parties. Representatives of Contractor or City will
reduce such questions, and their respective views, to writing. A copy of such
documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative
receiving the letter will reply to the letter along with a recommended method of
resolution within ten (IO) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City
Manager. The City Manager will consider the facts and solutions recommended by each
party and may then opt to direct a solution to the problem. In such cases, the action of
the City Manager will be binding upon the parties involved, although nothing in this
procedure will prohibit the parties from seeking remedies available to them at law.
21. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services,
City may terminate this Agreement for nonperformance by notifying Contractor by
certified mail of the termination. If City decides to abandon or indefinitely postpone the
work or services contemplated by this Agreement, City may terminate this Agreement
upon written notice to Contractor. Upon notification of termination, Contractor has five
(5) business days to deliver any documents owned by City and all work in progress to
City address contained in this Agreement. City will make a determination of fact based
upon the work product delivered to City and of the percentage of work that Contractor
has performed which is usable and of worth to City in having the Agreement completed.
Based upon that finding City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement. In this event and upon request of City, Contractor will
assemble the work product and put it in order for proper filing and closing and deliver it
to City. Contractor will be paid for work performed to the termination date; however, the
total will not exceed the fee payable under this Agreement. City will make the final
determination as to the portions of tasks completed and the compensation to be made.
22. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or
person, other than a bona fide employee working for Contractor, to solicit or secure this
Agreement, and that Contractor has not paid or agreed to pay any company or 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, City will 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 the fee, commission,
percentage, brokerage fees, gift, or contingent fee.
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23. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to
City must be asserted as part of the Agreement process as set forth in this Agreement
and not in anticipation of litigation or in conjunction with litigation. Contractor
acknowledges that if a false claim is submitted to City, it may be considered fraud and
Contractor may be subject to criminal prosecution. Contractor acknowledges that
California Government Code sections 12650 et seq., the False Claims Act applies to
this Agreement and, provides for civil penalties where a person knowingly submits a
false claim to a public entity. These provisions include false claims made with deliberate
ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is
entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor
on any public work or improvement for a period of up to five (5) years. Contractor
acknowledges debarment by another jurisdiction is grounds for City to terminate this
Agreement.
24. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of
enforcing a right or rights provided for by this Agreement will be tried in a court of
competent jurisdiction in the County of San Diego, State of California, and the parties
waive all provisions of law providing for a change of venue in these proceedings to any
other county.
25.
A.
B.
C.
D.
COST PRINCIPLES
The Contractor agrees that the Contract Cost Principles and Procedures, 48
CFR, Federal Acquisition Regulations System, Chapter 1 , Part 31 et seq., shall
be used to determine the allowability of individual items of cost.
The Contractor also agrees to comply with Federal procedures in accordance
with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and
Cooperative Agreements to State and Local Governments.
Any costs for which payment has been made to Contractor that are determined
by subsequent audit to be unallowable under 48 CFR, Federal Acquisition
Regulations System, Chapter 1, Part 31 et seq., OR 49 CFR, Part 18, Uniform
Administrative Requirements for Grants and Cooperative Agreements to State
and Local Governments, are subject to repayment by Con'tractor to State.
Any subcontract in excess of $25,000, entered into as a result of this Agreement
shall contain all the provisions of this Article.
City Attorney Approved DBE Version #04.16.02 11
26.
A.
B.
27.
A.
B.
C.
D.
For the purpose of determining compliance with Public Contract Code Section
101 15, et. seq. and Title 21, California Code of Regulations, Chapter 21, Section
2500 et. seq., when applicable, and other matters connected with the performance
of the Agreement pursuant to Government Code Section 8546.7, the Contractor,
Subcontractors and the State shall maintain all books, documents, papers,
accounting records, and other evidence pertaining to the performance of the
contract, including but not limited to, the costs of administering the Agreement. All
parties shall make such materials available at their respective offices at all
reasonable times during the period and for three years from the date of final
payment under the. The State, the State Auditor, FHWA, or any duly authorized
representative of the Federal government having jurisdiction under Federal laws or
regulations (including the basis of Federal funding in whole or in part) shall have
access to any books, records, and documents of the that are pertinent to the for
audits, examinations, excerpts, and transactions, and copies thereof shall be
furnished if requested.
Any subcontract in excess of $25,000, entered into as a result of this contract,
shall contain all the provisions of this Article.
EQUIPMENT PURCHASE
Prior authorization in writing by the Contract Manager shall be required before
the Consultant enters into any non-budgeted purchase order or subcontract
exceeding $500 for supplies, equipment, or Consultant services. The Consultant
shall provide an evaluation of the necessity or desirability of incurring such costs.
For purchase of any item, service or consulting work not covered in the
Consultant's Cost Proposal and exceeding $500, with prior authorization by the
Contract Manager, three competitive quotations must be submitted with the
request or the absence of bidding must be adequately justified.
The Consultant shall maintain an inventory record for each piece of non-
expendable equipment purchased or built with funds provided under the terms of
this contract. The inventory record of each piece of such equipment shall include
the date acquired, total cost, serial number, model identification (on purchased
equipment), and any other information or description necessary to identify said
equipment. Non-expendable equipment so inventoried are those items of
equipment that have a normal life expectancy of one year or more and an
approximate unit price of $5,000 or more. In addition, theft-sensitive items of
equipment costing less than $5,000 shall be inventoried. A copy of the inventory
record must be submitted to the State on request by the State.
At the conclusion of the contract or if the contract is terminated, the Consultant
may either keep the equipment and credit the State in an amount equal to its fair
City Attorney Approved DBE Version #04.16.02
12
market value or sell such equipment at the best price obtainable, at a public or
private sale, in accordance with established State procedures, and credit the
State in an amount equal to the sales price. If the Consultant elects to keep the
equipment, fair market value shall be determined, at the Consultant’s expense,
on the basis of a competent, independent appraisal of such equipment.
Appraisals shall be obtained from an appraiser mutually agreeable to the State
and Consultant. If it is determined to sell the equipment, the terms and
conditions of such sale must be approved in advance by the State.
E. CFR 49, Part 18 requires a credit to Federal funds when participating equipment
with a fair market value greater than $5,000, is credited to the project.
F. Any subcontract entered into as a result of this contract, shall contain all the
provisions of this article.
28. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement or any part of it nor
any monies due or to become due under it may be assigned by Contractor without the
prior consent of City, which shall not be unreasonably withheld.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, along with the purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
of it. In case of conflict, the terms of the Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
30. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf
of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
City Attorney Approved DBE Version #04.16.02 13
If required by City, proper notarial acknowledgment of execution by contractor must be attached.
Corporation, Agreement must be signed by one corporate officer from each of the following two groups.
*Group A.
Chairman,
President, or
Vice-president
**Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate
seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
By: r ty City Attorney
(AGREEMENT FOR CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES WITH DUDEK &ASSOCIATES, INC.
AND WIDENING)
FOR PROJECT 3190/HP21STPL- 5308(014) & STPLF - 5308(007), RANCHO SANTA FE ROAD NORTH REALIGNMENT
City Attorney Approved DBE Version #04.16.02
14
EXH I B IT “A”
SCOPE OF SERVICES
Hours and Cost Proposal
Revision #2 8-13-02
Firm Notes & Assumptions % Estimated Estimated Hourly
Rate Participation Cost Hours
Dudek & Associates
Project Manager
$1 2,000 100 $1 20 Surveying Office
$68,000 400 $1 70 Surveying Field
$145,800 2700 $54 Administration
$133,056 1512 $88 Back-up Rd. Inspect.
$168,960 1920 $88 Utility Inspector
$444,528 4536 $98 Office Engineer
$546,750 4050 $135 150 hrslmo. avg. for 27 mo.s (Oct.02-Dec.04)
168 hrslmo. avg. for 27 mo.s (Oct.02-Dec.04)
Ph.1 (6 mo. 960 hrs) Ph.ll (6 mo.960 hrs)
9 mo.s coverage for night time work/O.T., etc
100 hrs/mo. avg. for 27 mo.s (Oct.02-Dec.04)
Engineering Support
44.41 % $1,531,594 Subtotal:
$1 2,500 100 $1 25
MNS Engineers
Resident Engineer $1 15 4536
2856 $1 15 Structures Engineer
168 hrslmo. avg. for 27 mo.s (Oct.02-Dec.04) $521,640
$26,400 200 $1 32 Claims Management
168 hdmo. avg. for 27 mo.s (Oct.02-Dec.04) $430,920 4536 $95 Road Inspector
168 hrslmo. avg. for 17 mos (Jun.03-Nov.04) $328,440
-
Subtotal:
Ballpark estimate 1 .I 6% $40,000 AMEC
1.45% $50,000 500 $1 00 Blasting Consultant
37.91 % $1,307,400
Subtotal (Non EBE): 84.92% $2,928,994
Marrs
Scheduler 25 hrslmo. avg. for 27 mo.s (Oct.03-Dec.04)
Subtotal:
432 $1 15 Safety Officer
2.25% $77,625
Ballpark estimate 0.43% $15,000 V&A Corrosion
1 visit per month (16 hrs x 27 mos) 1.44% $49,680
TSI
Welding/Radiography
Ballpark estimate 0.72% $25,000
Walls Ballpark estimate 0.72% $25,000
Subtotal (EBE Part.)
K of construction estimated at wo mil. 11 -00% $3,28991 07 Project Total Cost:
4.87% $167,808 ODC‘s:
5.58% $192,305
City Attorney Approved DBE Version M.16.02
15
Cost Proposal Notes and Assumptions
1. Each phase has a 360 working day construction schedule. This equates to approximately 17 months.
2. Phase I start date October 2002 - completion date March 2004.
3. Phase II start date June 2003 - completion date November 2004.
4. Trailer facilities, office furniture and equipment will be provided by contractor.
5. Back-up inspector is there to handle peak loads if needed.
6. Contract shall be based on T&M. City shall be billed only for actual hours used.
We have added an additional month for contingency and a 9-month lag between phase I & II.
Other Direct Cost Estimate
Field Trailers & Equipment:
Copy Machine
Fax Machine
Electrical
Telephone
Water
Sewer
Janitorial
Miscellaneous
Computer Equipment (included in rate)
Office supplies (special)
Reproduction - Film
Cellular (included in rate)
Travel (mileage 500/mo.)
Vehicles: (included in rate)
4-wheel drive for RE/OE
4-wheel drive for Structures
4-wheel drive for inspector
4-wheel drive for inspector
2 - 12'~ 60'
cost
$3,000
$400
$2,500
$500
$600
$250
$250
$250
$500
N/A
$1 00
$1 00
$0
$1 73
$0
$0
$0
$0
Months
27
27
1
27
27
27
27
27
27
N/A
27
27
27
27
27
27
27
27
Total
$81,000
$10,800
$2,500
$1 3,500
$1 6,200
$6,750
$6,750
$6,750
$13,500
$0
$2,700
$2,700
$0
$4,658
$0
$0
$0
$0
City Attorney Approved DBE Version M4.16.02
16
Idpersonally known to me -OR- 0
acknowledged to me that
instrument.
y hand and official seal.
(SEAL)
ATTENTION NOTARY
The information requested below and in the column to the right is OPTIONAL.
Recording of this document is not required by law and is also optional.
It could, however, prevent fraudulent attachment of this certificate to any unauthorized document.
MIS CERTIFICATE Tile or Type of Document h?lf&?~~~% & at %h' b@%
MUST BE AlTACHED
TO ME DOCUMENT Number of Pages Date of Document
DESCRIBED AT RIGHT "kJ
Nib
Siner(s) Other Than Named Above
RIGHT THUMBPRINT (Optional)
CAPACITY CLAIMED BV SIGNER(S)
OINDIVIDUAUSI
OCORPORATE
OPARTNER(S1 OLIMITED
OGENERAL
OATTORNEY IN FACT
OTRUSTEE(S)
OGUARDlANlCONSERVATOR
OOMER:
SIGNER IS REPRESENTING:
(Nema of Psrron(r) or Entity(ies)
RIGHT THUMBPRINT (Optionall
CAPACITY CLAIMED BY SIGNERIS)
OINDIVIDUALIS)
OCORPORATE
OPARTNERIS) OLIMITED
OGENERAL
OATTORNN IN FACT
OTRUSTEE(S)
OGUARDlANlCONSERVATOR
OOMER:
SIQNER IS REPRESENTING:
(Nema of Personlr) or Entityks)
-4 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/W)
DEC 3 02
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING \NY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR dAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALLTHE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH 'OLICIES. AGGREGATELIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
3
TYPE OF INSURANCE POLICY NUMBER
GENERAL LIABILITY 7RD820906-00 x COMMERCIAL GENERAL LIABILITY
CLAIMSMADE 13 OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER
POLICY pm IFCT I nc
AUTOMOBILE LIABILITY F3L000939-01 - X ANYAUTO __
ALL OWNED AUTOS
SCHEDULED AUTOS
-
- x
NON-OWNED AUTOS X
HIRED AUTOS -
__
GARAGE LIABILITY
ANY AUTO
EXCESS I UMBERELLA LIABILITY 4 OCCUR 0 CLAIMSMADE
i DEDUCTIBLE
RETENTION P
7RD820906-00
WORKERS COMPENSATION AND EMPLOYERS LIABILITY 1 7CW305330-04
B ANY PROPRIETORIPARTNERIEXECUTIVE OFFICE-BER EXCLUDED?
If pa. d..cfib# undw SPECIAL PROVISIONS b.lo\r
A PROFESSIONAL LIABILITY
POLLUTION LIABILITY
PEC000528301 OTHER:
CLAIMS MADE POLICY
DESCRIPTION OF OPERATlONS/LOCATlONNEHlCLES/EXCLU
SEE SUPPLEMENTAL CERTIFICATE INFORMATION
POLICY EFFECTIVE DATE (MWDWW)
AUG 28 02
AUG 28 02
AUG 28 02
~______
AUG 28 02
AUG 28 02
POLICY EXPIRATION DATE (MMIDWW) LIMITS
AUG 28 03 EACH OCCURRENCE IS 1,000,000
DAMAGE TO RENTED 1 s 300,000
MED. EXP (Any One Person)
PERSONAL 8 ADV INJURY I $ 1.000.000
$ 10,000
GENERAL AGGREGATE
$ 2,000,000 PRODUCTS-COMPIOP AGG.
s 2,000,000
AUG2803 I COMBINED SINGLE LIMIT
(Ea acddent) 1,000,000
BODILY INJURY
(Per pem) S 0
BODILY INJURY (Per accident) I$ 0
PROPERTY DAMAGE IS 0
AUTO ONLY - EA ACCIDENT 1s ~~~ ~
0
OTHER THAN EAACC 1s 0 AUTO ONLY: AGG 1s 0
AUG 28 03
AGGREGATE IS 1,000,000
S 1,000,000 EACH OCCURRENCE
h 1
1
F m
-
I1 I -
I
-
(
-
-
(
-
I
-
I - I
-
CERTIFICATE HOLDER ADDITIONAL INSURED: INSURER LETTER - CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. CITY OF CARLSBAD 5950 EL CAMINO REAL CARLSBAD, CA 92008 AUTHOR RE E ENTATIVE
Attention: JENNIFER GOWEN
ACORD 25 (2001108) Certificate # 18629
& x7fi
10 IS 0
Io Is 0
Io IS 0
AUG 2803 3 OTHER I E.L. EACH ACCIDENT IS 1 .ooo.ooo
E.L. DISEASE-EA EMPLOYEE
E.L. DISEASE-POLICY LIhW IS 1,000,000
$ 1,000,000
~~ ~ AUG 28 03 $1,000,000 PER CLAIM $1,000,000 AGGREGATE
I
RSEMENTI SPECIAL PROVISIONS
J
' SUPPLEMENT TO CERTIFICATE OF LIABILITY INS #I8629 DATE
DEC 3 02
DESCRIPTION OF OPERATlONS/LOCATlONSNEHlCLES/SPEClAL ITEMS
RE: AGREEMENT FOR CM 8 INSPECTION SERVICES FOR 3190/HPZISTPL-5308 (0014) 8 SPTLF 5308 (007 SANTA FE ROAD NORTH
REALIGNIMENT AND WIDENING
DUDEK JOB #3590
CERTIFICATE HOLDER IS AN ADDITIONAL INSURED ON THE COMMERCIAL GENERAL LIABILITY AS RESPECTS LIABILITY ARISING OUT OF
ACTIVITIES BY, OR ON BEHALF OF THE NAMED INSURED.
Certificate ## 18629
.. ....... -."., l_l"l"" .............. " ................. ...................................
Best's Rating A+ (Supadop - XU ($2 billton or more)
anamp a. .r IMZRW? YZI.~ PM EJ.~
or purchase the complete -for In-depth analyss
RaUng catsgoy (Excslleng: Mqa.6 t. mm~an~rnath~.. m our opinion. an -n*nt .DII~V* m.nmrlt cngeine ao~~prno~~r pw,wn.s.
Imponant NoUm: Best's Ratings reflect our opinion based on 8 comptehonsiw quantitative and quamalive evaluation of a company'* balancr 4
contractud obligatrms. VIW our shea nrength, operating pedormance and business profile These ratings are no1 a warranty 01 an Insurer's curtem or future ably IO men hs " for a complele dnah
Compantes interested n placing a Besf$ Security ICOM on then web site to promole their Lnacml nrength may I.
l""."."l ........ .^x _I"^" ......... ............... , ",, , . .
From: Barbara Brandt
To: Jennifer Gowen
Date: 12/12f02 2:46PM
Subject: DUDEK
Hi Jen,
Mica passed your e-mail on to me since she's having computer problems today and can't get into the
license system.
Dudek & Associates, Inc.
605 3rd Ave Encinitas, CA 92024
has a license number 1205564 which is good until 6/30/03.
Let me know if you have any further questions.
Barbara