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HomeMy WebLinkAboutDudek & Associates Inc; 2005-10-17;AMENDMENT NO. 4 TO AGREEMENT FOR ENGINEERING, CONSTRUCTION MANAGEMENT; AND INSPECTION SERVICES ON THE CARLSBAD MUNICIRM. GOLF COURSE, PROJECT NOS. 39721-1, 39721-2 AND 39721-3 (DUDEK & ASSOCIATES, INC.) This Amendment No. 4 is entered into and effective as of the X ~ day of (Jt jO^JL^ 200_2_, amending the agreement dated October 17, 2005 (the "Agreement") by and between the CARLSBAD PUBLIC FINANCING AUTHORITY, a joint powers authority, ("CPFA"), and DUDEK & ASSOCIATES, INC., a California Corporation ("Contractor") (collectively, the "Parties") for engineering, construction management, and inspection services on the Carlsbad Municipal Golf Course. RECITALS A. On November 22, 2006, the Parties executed Amendment No. 1 to the Agreement to alter the Agreement's scope of work to increase the allowable amount by $1,070,000 for a total Agreement amount of $2,570,000 (AB#17, Reso#23); and B. On February 22, 2008, the Parties executed Amendment No. 2 to the Agreement to alter the Agreement's scope of work to increase the allowable amount by $400,000, for a total Agreement amount of $2,970,000(AB#35, Reso#44); and C. On October 14, 2008, the Parties executed Amendment No. 3 to the Agreement to extend the agreement for a period of one year, ending on October 17, 2009; and D. The Parties desire to alter the Agreement's scope of work to increase the allowable amount by $30,000, for a total Agreement amount of $3,000,000; and E. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed three million dollars ($3,000,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by October 17, 2009. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and efect. City Attorney Approved Version #05.22.01 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 6. 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 thisAmendment. fj CARLSBAD PUBLIC FINANCING AUTHORITY,CONTRACTOR *By: a joint powe Dudek Frank Dudek (print (e-mail address) rTere June Collins Secretary (print name/tit^dek Secretary (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. **Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President 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: Deputy City Attorney AMENDMENT NO. 4 TO AGREEMENT FOR ENGINEERING CONSTRUCTION MANAGEMENT AND INSPECTION SER/ICES ON THE CARLSBAD MUNICIBM. GOLF COURSE, PROJECTNOS. 39721-1, 39721-2 AND 39721-3 (DUDEK & ASSOCIATES, INC.) City Attorney Approved Version #05.22.01 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE Additional funding of $30,000 is for preparation of the tentative and final mapping of the course property, additional requirements for easement preparation, meetings and survey monumentation, and preparation of the mylars after completion of the asbuilt aerial flight. City Attorney Approved Version # 05.22.01 AMENDMENT NO. 3 TO AGREEMENT FOR ENGINEERINQ CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES ON THE CARLSBAD MUNICIPAL GOLF COURSE, PROJECT NOS. 39721-1, 39721-2 AND 39721-3 (DUDEK & ASSOCIATES, INC.) Amendment No. 3 is entered into and effective as of the ^ _ day of , 200_£_, amending the agreement dated October 17, 2005 (the "Agreement") by and between the CARLSBAD PUBLIC FINANCING AUTHORITY, a joint powers authority, ("CPFA"), and DUDEK & ASSOCIATES, INC. a California Corporation, ("Contractor") (collectively, the "Parties") for engineering, construction management, and inspection services on the Carlsbad Municipal Golf Course. RECITALS A. On November 22, 2006, the Parties executed Amendment No. 1 to the Agreement to alter the Agreement's scope of work to increase the allowable amount by $1,070,000 for a total Agreement amount of $2,570,000; and B. On February 22, 2008, the Parties executed Amendment No. 2 to the Agreement to alter the Agreement's scope of work to increase the allowable amount by $400,000, for a total Agreement amount of $2,970,000. C. The Parties desire to extend the Agreement for a period of one year, ending on October 17, 2009. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CPFA and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. CPFA will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed two million nine hundred seventy thousand dollars ($2,970,000). Contractor will provide CPFA, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by CPFA. 3. Contractor will complete all work by October 17, 20CB. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and efect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 6. 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: CARLSBAD PUBLIC FINANCING Secretary to the Boan (e-mail address) If required by CPFA, 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 Attorney AMENDMENT NO 3 TO AGREEMENT FOR ENGINEERING, CONSTRUCTION MANAGEMENT, AND INSPECTION SERVICES ON THE CARLSBAD MUNICIPAL GOLF COURSE, PROJECT NOS. 39721-1, 39721-2 AND 39721-3 (DUDEK& ASSOCIATES, INC.) City Attorney Approved Version #05.22.01 2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of S&ft On 3 /25te Date before me, personally appeared FfClnk .. aridHere Insert Name arid Title of the Offi Name(s) of Signer(s) WMKRtYS. 1ESSACM Commission # 1518493 Notary PubHc - CoHtomta Son Dtego County MyComm. Expires Oct 9,2008 who proved to me on the basis of satisfactory evidence to be the person(S) whose named)) is^Sre)subscribed to ^ne within instrument and acknowledged to me that he/she;(fhev)executed the same in his/her/(fiej^authorized capacities), and that by his/her^fiepsignature^) on the instrument the personal or the entity upon behalf of which the persorrfsj) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Place Notary Seal Above Signature OPTIONAL - Siwiature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document:(fidfiaatm 'DocumenfDate: Signer(s) Other Than Named Above: A/ Carist»^wituri<ar Number of Pages: Capacity(ies) Claimed by Signer(s) Signer's Name: fVU/lk D Individual S Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's Name:. D Individual H Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer Is Representing:. ©3007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1 -600-876-6827 AMENDMENT NO. 2 TO AGREEMENT FOR ENGINEERING* CONSTRUCTION MANAGEMENT, AND INSPECTION SERVICES ON THE CARLSBAD MUNICIPAL GOLF COURSE, PROJECT NOS. 39721-1, 39721-2 AND 39721-3 (DUDEK & ASSOCIATES, INC.) , -. This Amendment No. 2 is entered into and effective as of the ^9^1^ day of ^>AJLA>iugcx^v 200_£_, amending the agreement dated October 17, 2005 (the "Agreement") by^nd between the CARLSBAD PUBLIC FINANCING AUTHORITY, a joint powers authority, ("CPFA"), and DUDEK & ASSOCIATES, INC. a California Corporation, ("Contractor") (collectively, the "Parties") for engineering, construction management, and inspection services on the Carlsbad Municipal Golf Course. RECITALS A. On November 22, 2006, the Parties executed Amendment No. 1 to the Agreement to alter the Agreement's scope of work to increase the allowable agreement amount by $1 ,070,000 for a total Agreement amount of $2,570,000; and B. The Parties desire to alter the Agreement's scope of work to increase the allowable agreement amount by an additional $400,000 for a total Agreement amount of $2,970,000; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CPFA and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. CPFA will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed two million nine hundred seventy thousand dollars ($2,970,000). Contractor will provide CPFA, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by CPFA. 3. Contractor will complete all work described in Exhibit "A" by October 17, 2008. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 6. 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: *Bv: Sifffigfe)' Dudek Frank Dudek -r-^i »•» x Prgs'd*nt(print name/title) •\ (e-mail address) (sign rjfljfffc Collin: Secretary t—(print na A (e-mail address) CARLSBAD PUBLIC FINANCING AUTHORITY, a joint powers authority ATTB M. ettjryto the Board If required by CPFA, 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 Attorney, AMENDMENT NO. 2 TO AGREEMENT FOR ENGINEERING, CONSTRUCTION MANAGEMENT, AND INSPECTION SERVICES ON THE CARLSBAD MUNICIPAL GOLF COURSE, PROJECT NOS. 39721-1, 39721-2 AND 39721-3 (DUDEK & ASSOCIATES, INC.) City Attorney Approved Version #05.22.01 ENGINEERING + ENVIRONMENTAL EXHIBIT A Construction Management, Suite 202, (760) 744-4570 Fax Enwronmentaf Sciences San Marcos, CA 92078 D M . —^ _• • m 1646 S. Rancho Santa Fe Rd, I I IJ H K c • • A (760) 744-4578V/ ••/ III. IV Engineering, and s jt M2 v ' Memo To: Pat Vaughn/Skip Hammann From: George Litzinger Date: October 29, 2007 - Revised on 1/29/08 to take out Plane Crash #2/July 2008 Subject: Golf Course Project CM/Inspection Services Attached is a spreadsheet showing the various catagories where our consulting services were spent, along with an "Estimate to Complete" for our services to final the Golf Course Project. The majority of our additional services are to pay the numerous subconsultants we added to our contract at the request of the City to cover work that would have been done by P&D's consultants. Other additional services are attributable to providing support for the on-going P&D Litigation, as-built preparation, as well ass the additional overflow parking lot and perimeter landscaping design and construction. The last Amendment to our contract was over a year ago (November 2006) and since then several things have changed that made us run over our contract amount. A detailed list of additional consultant costs are as follows: 1. Additional Mitigation/Monitoring of reveg areas $90,162.00 2. Plane Crash #1 - January 2006 $16,000.00 3. P&D Litigation Support $20,000.00 4. Light Bollard Design $20,000.00 5. Land Development for Final Map $30,000.00 6. Additional Landscaping KTU+A $25,000.00 7. As-Built/Redline Preparation $40,000.00 8. Overflow Parking Lot Design/Construct $25,000.00 9. Perimeter Grading of R.O.W. $15,000.00 10. Additional CM & Inspection to complete the Clubhouse $77,544.00 11. Additional as-needed services for project close-out $40.000.00 $398,706.00 As a result we are requesting our current contract amendment be increased from $2,570,000 to $2,970,000, a total amount of $400,000. If you have any questions, please call me at 619-980-7048 (Cell). AMENDMENT NO. 1 TO AGREEMENT FOR ENGINEERING, CONSTRUCTION MANAGEMENT, AND INSPECTION SERVICES ON THE CARLSBAD MUNICIPAL GOLF COURSE, PROJECT NOS. 39721-1, 39721-2 AND 39721-3 (DUDEK & ASSOCIATES, INC.) This Amendment No. 1 is entered into and effective as of the ex£>£ day of I\50\J&/T )(3&*2^ , 200_6_, amending the agreement dated October 17, 2005 (the "Agreement") by and between the CARLSBAD PUBLIC FINANCING AUTHORITY, a joint powers authority, ("CPFA"), and DUDEK & ASSOCIATES, INC., a California Corporation, ("Contractor") (collectively, the "Parties") for engineering, construction management, and inspection services on the Carlsbad Municipal Golf Course. RECITALS A. The Parties desire to alter the Agreement's scope of work to increase the allowable agreement amount by $1,070,000, for a total agreement amount of $2,570,000; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CPFA and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. CPFA will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed two million five hundred seventy thousand dollars ($2,570,000). Contractor will provide CPFA, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by CPFA. 3. Contractor will complete all work described in Exhibit "A" by October 17, 2008. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 6. 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: CARLSBAD PUBLIC FINANCING AUTHORITY, a joint powers authority ^dd&nvfe? 0 Dudek & Associates, Inc. Frank. I President of the Board (sign here) RRAINESML WOOD Secretary to theJJoard -1^**?0\*by\**\*£&'' =o.4fi»aw»*= i/ftS^ociates, Inc. June Collins -i ., Secretary(e-mail address; ' If required by CPFA, 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 Bv: Deputy City AttoVey AMENDMENT NO. 1 TO AGREEMENT FOR ENGINEERING, CONSTRUCTION MANAGEMENT, AND INSPECTION SERVICES ON THE CARLSBAD MUNICIPAL GOLF COURSE, PROJECT NOS. 39721-1, 39721-2 AND 39721-3 (DUDEK & ASSOCIATES, INC.) City Attorney Approved Version #05.22.01 City of Carlsbad - Municipal Golf Course Contract No. 39721-1, 39721-2, 39721-3 Estimated Hours and Cost Proposal "ft1/ Contract No. 39721-1 - Mass Grading September/2005 - March/2006 - 6 Months ,- , f Project Manager Resident Engineer Project Coordinator/Administration Grading Inspector Environmental Hazardous Waste Blasting Surveying Soils Tseting Geotech Lab Services ggjujly,,,,,, Estimated E^tim^ted , ..Rate isi, j, >, iW, lVHours ,« , , ,- , ,;t -,* w$ost ,, „ „ ,„ $140 360 $50,400 $120 480 $57,600 $70 240 $16,800 $98 720 $70,560 $105 120 $12,600 $105 40 $4,200 $120 40 $4,800 $185 200 : $37,000 $75 2400 $180,000 $120 200 $24,000 LS $50,000 Subtotal; -$507|960 10% Contingency . :lu,njfe$SO,796. '"f QJ 10- f " $558,756 Contract No. 39721-2 - Construction March/2006 - March/2007 - 1 2 Months 1 Project Manager Resident Engineer Project Coordinator/Administration Field Inspector/QA Bridge Inspector Lake Liner CM Lake Liner Inspector Irrigation Landscaping Lighting Soils Tseting Surveying Lab Services Hourly Estimated Estimated Rate Hours Cost $140 520 $72 $120 1040 $124 $70 1040 $72 $98 2080 $203 $105 480 $50 $120 40 $4 $90 240 $21 $90 320 $28 $90 240 $21 $100 40 $4 $75 1000 $75 $185 200 $37 ,800 ,800 ,800 ,840 ,400 ,800 ,600 ,800 ,600 ,000 ,000 ,000 LS $50,000 Subtotal: $767 10% Contingency $76 ,440 ,744 Phase 2 TOTAL: $844,184 City of Carlsbad - Municipal Golf Course Contract No. 39721-1, 39721-2, 39721-3 Estimated Hours and Cost Proposal Contract No. 39721-3 - Buildings November/2002 - November/2006 - 12 Months Project Manager Resident Engineer Hourly Rate $140 $120 Project Coordinator/Administration | $70 Building Construction Special Inspector Surveying Material Testing Lab Services Manager $120 $85 $185 LS LS „ , -10% Estimated Hours Estimated Cost 520 $72,800 1040 $124,800 1040 $72,800 2080 $249,600 1000 $85,000 100 $18,500 $50,000 $50,000 Subtotal: Contingency Phase 2 TOTAL: $723,500 $72,350 $795,850 Notes and Assumptions: 1. Contract shall be based on a T&M. City shall be billed only for actual hours used. 2. Direct costs will be marked up 15%. Miscellaneos Direct Costs Cost $5,000 Months 12 Total $60,000 Contract No. 39721-1. 39721-2. 39721-3 Total: $2.258.790.00 AGREEMENT FOR ENGINEERING, CONSTRUCTION MANAGEMENT, AND INSPECTION SERVICES ON THE CARLSBAD MUNICIPAL GOLF COURSE, (DUDEK & ASSOCIATES, INC.) PROJECT NOS. 39721 -1 , 39721 -2 AND 39721 -3 HIS AGREEMENT is made and entered into as of the /* day of ,- 2065: by and between the CARLSBAD PUBLIC FINANCING AUTHORITY, a joint powers authority, ("CPFA"), and DUDEK & ASSOCIATES, INC., a California Corporation, ("Contractor"). dikd RECITALS A. The CPFA requires the professional services of a firm that is experienced B. Contractor has the necessary experience in providing professional C. Selection of Contractor is expected to achieve the desired results in an D. Contractor has submitted a proposal to CPFA and has affirmed its in engineering, construction management, and inspection. services and advice related to engineering, construction management, and inspection. expedited fashion. willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the CPFA and Contractor agree as follows: 1. SCOPE OF WORK The CPFA retains Contractor to perform, and Contractor agrees to provide engineering as the civil engineer of record, construction management, and inspection services on a time and material basis in accordance with the fee schedule shown in Exhibit "A, which is incorporated by this reference in accordance with this Agreement's term and cond it ions . 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 three (3) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one year periods or parts thereof in an amount not to exceed five hundred thousand dollars ($500,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, the CPFA 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. 1 City Attorney Approved Version #04.01.02 4. Time is of the essence for each and every provision of this Agreement. TIME IS OF THE ESSENCE 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be one million five hundred thousand dollars ($1,500,000). 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 the CPFA. Contractor will be under control of the CPFA only as to the result to be accomplished, but will consult with the CPFA as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of the CPFA for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. The CPFA will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. The CPFA 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 the CPFA within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which the CPFA 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 the CPFA's election, the CPFA 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 the CPFA. If Contractor subcontracts any of the Services, Contractor will be fully responsible to the CPFA 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 the CPFA. 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 the CPFA. 2 City Attorney Approved Version W4.01.02 8. OTHER CONTRACTORS The CPFA reserves the right to employ other Contractors in connection with the Services. 9. Contractor agrees to indemnify and hold harmless the CPFA and its officers, officials, IN DE M N I FI CAT10 N 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 the CPFA incurs or makes to or on behalf of an injured employee under the CPFAs 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". 10.1 Coverases and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the 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. The CPFA, 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 Liabilitv 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. 3 City Attorney Approved Version #04.01.02 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for the CPFA). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. 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 the CPFA's satisfaction, a declaration stating this. 10.1.4 Professional Liability. 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 CPFA 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 CPFA sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providinq Certificates of Insurance and Endorsements. Prior to CPFA's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to the CPFA. 10.4 Failure to Maintain Coveraqe. If Contractor fails to maintain any of these insurance coverages, then the CPFA 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 the CPFA to obtain or maintain insurance and the CPFA 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. The CPFA reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE 4 City Attorney Approved Version #04.01.02 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. 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 the CPFA 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 the CPFA. 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 the CPFA. 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 the CPFA and Contractor relinquishes all claims to the copyrights in favor of the CPFA. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of the CPFA and on behalf of Contractor under this Agreement. For CPFA: For Contractor: Name Skip Hammann Name Georqe Litzinqer Title DeDutv Citv Enqineer Title Proiect Manager Department Public Works Address 605 Third Street City of Carlsbad Encinitas, CA 92024 Address 5950 El Camino Real Phone No. (760) 942-5147 Carlsbad. CA 92008 Phone No. (760) 602-2780, ~7321 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. 5 City Attorney Approved Version #04.01.02 16. CONFLICT OF INTEREST The CPFA will evaluate Contractor’s duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and the City’s Conflict of Interest Code is required 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 the CPFA 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 the CPFA 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. 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 the CPFA 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 (1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the CPFA 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 6 City Attorney Approved Version #04.01.02 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. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, the CPFA may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If the CPFA decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, the CPFA 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 the CPFA and all work in progress to the CPFA address contained in this Agreement. The CPFA will make a determination of fact based upon the work product delivered to The CPFA and of the percentage of work that Contractor has performed which is usable and of worth to the CPFA in having the Agreement completed. Based upon that finding the CPFA 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 the CPFA, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to the CPFA. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. The CPFA will make the final determination as to the portions of tasks completed and the compensation to be made. 21. 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, the CPFA 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. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to -- the CPFA must be asserted as part ofthe 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 the CPFA, 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 the CPFA seeks to recover penalties pursuant to the False Claims Act, it City Attorney Approved Version ##04.01.02 7 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 the CPFA to terminate this Agreement. 23. 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 f6r 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. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon the CPFA 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 the CPFA, which shall not be unreasonably withheld. 25. 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. a City Attorney Approved Version #04.01.02 26. 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. CARLSBAD PUBLIC FINANCING AUTHORITY. a ioint Dowers ai hoitO President of the Board ATTEST: WW@ dLdt;L urn (e-mail address) If required by the CPFA, proper notari contractor must be attached. If a Corporati 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: AGREEMENT FOR ENGINEERING, CONSTRUCTION MANAGEMENT, AND INSPECTION SERVICES ON THE (DUDEK 81 ASSOCIATES, INC.) CARLSBAD MUNICIPAL GOLF COURSE, PROJECT NOS. 39721-1, 39721-2 AND 39721-3 9 City Attorney Approved Version W4.01.02 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California before me, Dale game Bn&? dJ\cg g , personally appeared Name@) of Signer@) @personally known to me 0 proved to me on the basis of satisfactory evidence to be the person@ whose name@ subscribed to the within instru-ment acknowledged to me that executed the sag in tudbid$ authg capacity e , and that -kisfker hei signature the entity upon behalf of which the perso@ acted, executed the instrument. on the instrument the perso WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reaitachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: D &+e 75 k9lm-G Signer@) Other Than Named Above: f &. J Cw 4. n5@=flbn Number of Pages: - Capacity(ies) Claimed by Signer Signer's Name: J+A+W- Pdec DAV~ W* a e- I? Individual WCorporate Officer - Title@): 0 Partner - 0 Limited 0 General 0 Attorney-in-Fact Trustee 0 Guardian or Conservator 0 Other: Signer Is Representing: DdeF 8 f~?i~odaSes,J~lc? 0 1999 National Notary Association * 9350 De Soto Awe., P.O. Box 2402 * Chatswocth. CA91313-2402 - www.nationalnotary.org Prod. No. 5907 Reorder: Call Toll-Free 1-800-8766827 “EXHIBIT A” DUDEK & ASSOCIATES. INC . 2005 STANDARD SCHEDULE OF CHARGES Engineering Services Project Director ................................... $1 75.00/hr Program Manager ............................... $165.00/hr Principal Engineer II ............................ $155.00/hr Principal Engineer I ............................. $145.00/hr Senior Project Manager ...................... $135.00/hr Project Manager .................................. $125.00/hr Resident Engineer ............................... $120.00/hr Senior Engineer II ............................... $1 15.00/hr Senior Engineer I ............................... $105.00/hr Project Engineer II ................................. $95.00/hr Project Engineer I .................................. $90.00/hr Field Engineer II .................................... $95.00/hr Field Engineer I .................................... 38 0.00/hr Engineering Assistant .......................... $6 5.00/hr Environmental Services Principal .............................................. $1 75.001hr Senior Project Manager/Specialist ..... $1 50.001hr Environmental SpecialistlPlanner VI ... $140.00/hr Environmental SpecialistlPlanner V ... 313 0.00/hr Environmental SpecialistlPlanner IV .. 312 0.00/hr Environmental SpecialistlPlanner Ill ... $11 O.OO/hr Environmental SpecialistlPlanner II .... $100.00/hr Environmental SpecialistlPlanner I ....... $90.00/hr Analyst ................................................... $75.00/hr Urban and Community Forestry Principal/Senior Consulting Arborist ... $175.00/hr Senior Project Manager .................... $150.00/hr Urban Forestry Specialist V ................ $130.00/hr Urban Forestry Specialist IV ............... $120.00/hr Urban Forestry Specialist Ill ................ $1 10.00/hr Urban Forestry Specialist II ................. $100.00/hr Urban Forestry Specialist I ................... $9 0.001hr Research Analyst .................................. $65.00/hr Construction Management Services PrincipaVManager .............................. 317 5.00/hr Senior Construction Manager ............ $1 50.00Ihr Construction Manager ......................... $1 35.00/hr Senior Project Manager ...................... $135.00/hr Project Manager .................................. $125.00/hr Resident Engineer ............................ 312 O.OO/hr Construction Engineer ......................... $1 05.00/hr On-site Owner’s Representative .......... .$9 5.00/hr Construction Inspector 111 ...................... $95.00/hr Construction Inspector I1 ....................... $90.00/hr Construction Inspector I ....................... $8 5.00/hr Contract Administrator ...................... .$6 5.00/hr Hydrogeological Services Principal ................................................. $175.00/hr Sr . HydrogeologisffSr . Project Manager $1 50.00Ihr Associate HydrogeologistlEngineer ....... $1 15.00/hr Hydrogeologist IV/Engineer IV ............... $1 05.00/hr Hydrogeologist IlllEngineer 111 ................. $95.00/hr Hydrogeologist WEngineer It ................... $85.00/hr Hydrogeologist VEngineer I ..................... $75.00/hr Technician ................................................ $65.00/hr District Management & Operations District General Manager ....................... $1 55.00/hr District Engineer ..................................... $120.00/hr District Manager .................................... $1 30.00/hr District Manager Assistant ....................... $75.00/hr District Secretary/Account ...................... $80.00/hr Collections System Manager ............... ..$8 O.OO/hr Grade V Operator .................................... $95.00/hr Grade IV Operator ................................... $80.00/hr Grade Ill Operator .................................... $70.00/hr Grade II Operator ..................................... $60.00/hr Grade I Operator ...................................... $57.00/hr Collection Maintenance Worker ll ............ $45.00/hr Collection Maintenance Worker I ............. $34.00/hr Operator in Training ................................. $47.00/hr Office Services Technical/Dra fting/CADD Services 3D Graphic Artist .................................... $125.00/hr Senior Designer ....................................... $95.00/hr Designer ................................................... $85.00/hr GIS Specialist IV .................................... $100.00/hr GIS Specialist Ill ...................................... $95.00/hr GIS Specialist II ....................................... $85.00/hr GIS Specialist I ........................................ $80.00/hr CADD Operator II ..................................... $80.00/hr CADD Operator I ...................................... $70.00/hr Support Services Computer Processing .............................. $65.00/hr Clerical Administration ............................. $60.00/hr Forensic Engineering . Court appearances. deposifions. and interrogatories as expert witness will be billed at 1.75 times normal rates . Emergency and Holidays - Minimum charge of two hours will be billed at 1.5 times the normal rate . Material and Outside Servkes - Subcontractors. rental of special equipment. special reproductions and blueprinting. outside data processing and computer services. etc .. are charged at 1.15 times the direct cost . Travel Expenses - Mileage at 40.5 cents per mile . Per diem where overnight stay is involved is charged at cost Invoices, Late Charges . . All fees will be billed to Client monthly and shall be due and payable upon receipt . Invoices are delinquent if not paid within thirly (30) days from the date of the invoice . Client agrees to pay a monthly late charge equal to one percent (1%) per month of the outstanding balance until paid in full . Effective January 1. 2005