HomeMy WebLinkAboutDexter Wilson Engineering Inc; 2000-04-20; 00-104-4.
,-
, Agreement Cover Sheet
Please fill out section A and send this form with documents attached to the City Clerk for
routing for signatures. Once the documents are fully executed, they will be returned with this
form. When a purchase request is submitted, section B of this form shoutd be completed and
this form should be sent to Purchasing along with a copy of the fully executed document.
SECTION A
Aareement Type (check one) -Lb&f L3As6n ens.
name of contractor
,/‘- Original Agreement - Amendment and Extension
- Master Agreement - Extension
- Amendment - Ratification
Aareement Requirements (initial all items received)
- Proposals Received
- Sole Source
L+ insurance
- Corporate Resolution
Oriainal Aareement Data
Date of original agreement
Term of original agreement
Dollar amount of original agreement
Person with authority to renew &k L&Q/Z &f. u
Number of allowable extensions
Length of allowable extensions
reement Processed By
- Notariiation
dusin&s License
- Conflict of Merest
Amendments
No.- Aln0u3t -
No.- Amount
No.- Amount
Extensions
No.- Length
No.- Length.
No.- Length
%a Dept.: CLQ, Ext: V
I SECTION B
I Purchase Requisition number:
Purchase Order number a
amendments:
ement, extensions and/or
APR 12 2000
Rev. 12/l 7199
A
AGREEMENT WITH DEXTER WILSON ENGINEERING FOR
ENGINEERING DESIGN SERVICES FOR PREPARATION OF
DESIGN PLANS AND SPECIFICATIONS FOR A 36-INCH
WATER TRANSMISSION MAIN IN COLLEGE BOULEVARD;
CMWD PROJECT NO. 00-104.
THIS AGREEMENT is made and entered into as of the &@‘day of
, 2000, by and between the CARLSBAD MUNICIPAL WATER r
DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a
Subsidiary District of the City of Carlsbad, hereinafter referred to as “District” and Dexter
Wilson Engineering, Inc., a California corporation hereinafter referred to as
“Contractor.”
RECITALS
District requires the services of an Engineering Consultant to provide the
necessary Engineering Design services for preparation of Design Plans and
Specifications for a 36-inch Water Transmission Main in College Boulevard, East of
El Camino Real; and Contractor possesses the necessary skills and qualifications to
provide the services required by District;
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, District and Contractor agree as follows:
1. CONTRACTOR’S OBLIGATIONS
l Prepare a 30% and 100% design with plans and specifications for construction
of approximately 900 linear feet of 36-inch welded steel water transmission
piping.
Rev. 2/l 5/00
l - Prepare and make recommendations for cathodic protection design.
l - Submit 30% design plans and specifications to District by March 30,200O.
l - Submit 100% design pjans and specifications to District by May 30,200O.
2. DISTRICT OBLIGATIONS
The District shall furnish existing as-built plans for the point of connection in El
Camino Real.
3. PROGRESS AND COMPLETION
The work under this contract will begin within ten (10) days after receipt of
notification to proceed by the District and be completed within one hundred twenty (120)
calendar days of that date. Extensions of time may be granted if requested by the
Contractor and agreed to in writing by the Deputy City Engineer. The Deputy City
Engineer will give allowance for documented and substantiated unforeseeable and
unavoidable delays not caused by a lack of foresight on the part of the Contractor, or
delays caused by District inaction or other agencies’ lack of timely action.
4. FEES TO BE PAID TO CONTRACTOR
The total fee payable for the services to be performed shall be Eleven Thousand,
One Hundred Seventy ($11,170) Dollars. No other compensation for services will be
allowed except those items covered by supplemental agreements per Paragraph 8,
“Changes in Work.” The District reserves the right to withhold a ten percent (10%)
retention until the project has been accepted by the District.
Incremental payments, if applicable, should be made as outlined in attached
Exhibit “A.”
Rev. 2/l 5/00
5. DURATION OF CONTRACT
This agreement shall extend for a period of one (1) year from date thereof. The
contract may be extended by the Executive Manager for two (2) additional one (1) year
periods or parts thereof, based upon a review of satisfactory performance and the
Districts needs. The parties shall prepare extensions in writing indicating effective date
and length of the extended contract.
6. PAYMENT OF FEES
Payment of approved items on the invoice shall be mailed to the Contractor within
30 days of receipt of the invoice.
7. FINAL SUBMISSIONS
Three (3) blueline copies and one (1) mylar copy of the 100% design plans
and specifications shall be completed by May 30,200O.
8. CHANGES IN WORK
If in the course of the contract, changes seen merited by the Contractor or the
District, and informal consultations with the other party indicate that a change in the
conditions of the contract is warranted, the Contractor or the District may request a
change in contract. Such changes shall be processed by the District in the following
manner: A letter outlining’ the required changes shall be forwarded to the District by
Contractor to inform them of the proposed changes along with a statement of estimated
changes in charges or time schedule. A Standard Amendment to Agreement shall be
prepared by the District and approved by the District according to the procedures
described in Carlsbad Municipal Code Section 3.28.172. Such Amendment to agreement
shall not render ineffective or invalidate unaffected portions of the agreement.
Rev. 2/l 5/00
9. COVENANTS AGAINST CONTINGENT FEES
The Contractor warrants that their firm has not employed or retained any
company or person, other than a bona fide employee working for the 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 of making of this agreement. For breach or violation of this warranty, the District
shall have the right to annul this agreement without liability, or, in its discretion, to deduct
from the agreement price or consideration, or otherwise recover, the full amount of such
fee, commission, percentage, brokerage fees, gift, or contingent fee.
10. NONDISCRIMINATION CLAUSE
The Contractor shall comply with the state and federal laws regarding
nondiscrimination.
11. TERMINATION OF CONTRACT
In the event of the Contractors failure to prosecute, deliver, or perform the work as
provided for in this contract, the Executive Manager may terminate this contract for
nonperformance by notifying the Contractor by certified mail of the termination of the
Contractor. The Contractor, thereupon, has five (5) working days to deliver said
documents owned by the District and all work in progress to the Deputy City Engineer -
Design Division. The Deputy City Engineer - Design Division shall make a
determination of fact based upon the documents delivered to District of the percentage of
work which the Contractor has performed which is usable and of worth to the District in
4 Rev. 2/l 5/00
having the contract completed. Based upon that finding as reported to the Executive
Manager, the Manager shall determine the final payment of the contract.
This agreement may be terminated by either party upon tendering thirty (30) days
written notice to the other party. In the event of such suspension or termination, upon
request of the District, the Contractor shall assemble the work product and put same in
order for filing and closing and deliver said product to District. In the event of termination,
the Contractor shall be paid. for work performed to the termination date; however, the total
shall not exceed the lump sum fee payable under paragraph 4. The Executive Manager
shall make the final determination as to the portions of tasks completed and the
compensation to be made.
12. CLAIMS AND LAWSUITS
The Contractor agrees that any contract claim submitted to the District must be
asserted as part of the contract process as set forth in this agreement and not in
anticipation of litigation or in conjunction with litigation. The Contractor acknowledges
that if a false claim is submitted to the District, it may be considered fraud and the
Contractor may be subject to criminal prosecution. The Contractor acknowledges that
California Government Codes sections 12650 et sea., the False Claims Act, 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 Carlsbad Municipal Water
District seeks to recover penalties pursuant to the False Claims Act, it is entitled to
recover its litigation costs, including attorney’s fees. The Contractor acknowledges that
the filing of a false claim may subject the Contractor to an administrative debarment
5 Rev. 2/l 5/00
proceeding wherein the Contractor may be prevented to act as a Contractor on any
public work or improvement for a period of up to five years. The Contractor
acknowledges debarment by another jurisdiction is grounds for the Board of Directors to
disqualify the Contractor from the selection process.
+fg- ini i (initial)
The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.027
and 3.32.028 pertaining to false claims are incorporated herein by reference.
bAJ
(initial) (initial)
13. JURISDICTION
Contractor agrees and hereby stipulates that the proper venue and jurisdiction for
resolution of any disputes between the parties arising out of this agreement is San Diego
County, California.
14. STATUS OF THE CONTRACTOR
The Contractor shall perform the services provided for herein in Contractor’s own
way as an independent Contractor and in pursuit of Contractor’s independent calling, and
not as an employee of the District Contractor shall be under control of the District only as
to the result to be accomplished, but shall consult with the District as provided for in
request for proposal. The persons used by the Contractor to provide services under this
agreement shall not be considered employees of the District for any purposes
whatsoever.
The Contractor is an independent Contractor of the District. The payment made to
the Contractor pursuant to the contract shall be the full and complete compensation to
Rev. 2/l 900
which the Contractor is entitled. The District shall not make any federal or state tax
withholding on behalf of the Contractor or its employees or subcontractors. The District
shall not be required to pay any workers’ compensation insurance or unemployment
contributions on behalf of the Contractor or its employees or subcontractors. The
Contractor agrees to indemnify the District and the City of Carlsbad within 30 days for
any tax, retirement contribution, social security, overtime payment, unemployment
payment or workers’ compensation payment which the District and the City of Carlsbad
may be required to make on behalf of the Contractor or any employee or subcontractor of
the Contractor for work done under this agreement or such indemnification amount may
be deducted by the District and the City of Carlsbad from any balance owing to the
Contractor.
The Contractor shall be aware of the requirements of the Immigration Reform and
Control Act of 1986 and shall comply with those requirements, including, but not limited
to, verifying the eligibility for employment of all agents, employees, subcontractors and
Consultants that are included in this agreement.
15. CONFORMITY TO LEGAL REQUIREMENTS
The Contractor shall cause all drawings and specifications to conform to all
applicable requirements of law: federal, state and local. Contractor shall provide all
necessary supporting documents, to be filed with any agencies whose approval is
necessary.
The District will provide copies of the approved plans to any other agencies.
7 Rev. 2/l 5/00
16. OWNERSHIP OF DOCUMENTS
All plans, studies, sketches, drawings, reports, and specifications as herein
required are the property of the District, whether the work for which they are made be
executed or not. In the event this contract is terminated, all documents, plans,
specifications, drawings, reports, and studies shall be delivered forthwith to the District.
Contractor shall have the right to make one (1) copy of the plans for its records.
17. REPRODUCTION RIGHTS
The Contractor agrees that all copyrights which arise from creation of the work
pursuant to this contract shall be vested in District and hereby agrees to relinquish all
claims to such copyrights in favor of District.
18. HOLD HARMLESS AGREEMENT
Contractor agrees to indemnify and hold harmless the “District” and the “City” and
their officers, officials, employees and volunteers from any and against all claims,
damages, losses and expenses including attorney 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.
19. ASSIGNMENT OF CONTRACT
The Contractor shall not assign this contract or any part thereof or any monies due
thereunder without the prior written consent of the District.
20. SUBCONTRACTING
If the Contractor shall subcontract any of the work to be performed under this
contract by the Contractor, Contractor shall be fully responsible the District for the acts
Rev. 2/l 5/00
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 or indirectly employed by Contractor. Nothing contained in this contract
shall create any contractual relationship between any subcontractor of Contractor and the
District. The Contractor shall bind every subcontractor and every subcontractor of a
subcontractor by the terms of this contract applicable to Contractor’s work unless
specifically noted to the contrary in the subcontract in question approved in writing by the
District.
21. PROHIBITED INTEREST
No official of the District who is authorized in such capacity on behalf of the District
to negotiate, make, accept, or approve, or take part in negotiating, making, accepting, or
approving of this agreement, shall become directly or indirectly interested personally in
this contract or in any part thereof. No officer or employee of the District who is
authorized in such capacity and on behalf of the District to exercise any executive,
supervisory, or similar functions in connection with the performance of this contract shall
become directly or indirectly interested personally in this contract or any part thereof.
22. VERBAL AGREEMENT OR CONVERSATION
No verbal agreement or conversation with any officer, agent, or employee of the
District, either before, during or after the execution of this contract, shall affect or modify
any of the terms or obligations herein contained nor entitle the Contractor to any
additional payment whatsoever under the terms of this contract.
9 Rev. 2/l 5/00
23. SUCCESSORS OR ASSIGNS
Subject to the provisions of Paragraph 18, “Hold Harmless Agreement,” all terms,
conditions, and provisions hereof shall inure to and shall bind each of the parties hereto,
and each of their respective heirs, executors, administrators, successors, and assigns.
24. EFFECTIVE DATE
This agreement shall be effective on and from the day and year first written above.
25. CONFLICT OF INTEREST
The District has determined, using the guidelines of the Political Reform Act and
the District’s conflict of interest code, that the Contractor will not be required to file a
conflict of interest statement as a requirement of this agreement. However, Contractor
hereby acknowledges that Contractor has the legal responsibility for complying with the
Political Reform Act and nothing in this agreement releases Contractor from this
responsibility.
26. INSURANCE
The Contractor shall obtain and maintain for the duration of the contract 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 work hereunder
by the Contractor, his agents, representatives, employees or subcontractors. Said
insurance shall 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 that “A-Y and shall meet the District’s policy for insurance
as stated in Resolution No. 772.
10 Rev. 2/l 5/00
A. Coveraaes and Limits
Contractor shall maintain the types of coverages and minimum limits
indicated herein, unless a lower amount is approved by the General Counsel or
Executive Manager. .
1. Comprehensive General Liability Insurance. $1 ,OOO,OOO combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits shall apply
separately to the work under this contract or the general aggregate shall be twice the
required per occurrence limit.
2. Automobile Liability (if the use of an automobile is involved for
Contractor’s work for the District). $1,000,000 combined single-limit per accident for
bodily injury and property damage.
3. Worker’s Compensation and Employer’s Liability. Worker’s
Compensation limits as required by the Labor Code of the State of California and
Employer’s Liability limits of $1 ,OOO,OOO per accident for bodily injury.
4. Professional Liability. Errors and omissions liability appropriate to the
contractor’s profession with limits of not less than $1,000,000 per claim. Coverage shall
be maintained for a period of five years following the date of completion of the work.
B. Additional Provisions
Contractor shall ensure that the policies of insurance required under this
agreement contain, or are endorsed to contain, the following provisions.
1. The District and the City of Carlsbad shall be named as an additional
insured on all policies excluding Workers’ Compensation and Professional Liability.
11 Rev. 2/l 5/00
2. The Contractor shall furnish certificates of insurance to the District
before commencement of work.
3. The Contractor shall obtain occurrence coverage, excluding
Professional Liability which shall be written as claims-made coverage.
4. This insurance shall be in force during the life of the agreement and
any extension thereof and shall not be canceled without 30 days prior written notice to
the District sent by certified mail.
If the Contractor fails to maintain any of the insurance coverages
required herein, then the District will have the option to declare the Contractor in breach,
or may purchase replacement insurance or pay the premiums that are due on existing
policies in order that the required coverages may be maintained. The Contractor is
responsible for any payments made by the District to obtain and maintain such insurance
and the District may collect the same from the Contractor or deduct the amount paid from
any sums due the Contractor under this agreement.
12 Rev. 2/l 5/00
-,
27. RESPONSIBLE PARTIES
The name of the persons who are authorized to give written notices or the receive
wri.tten notice on behalf of the District and on behalf of the Contractor in connection with
the foregoing are as follows:
For District:
For Contractor:
Title Deputy City Engineer
Name William E. Plummer
Address 1635 Faraday Avenue
Carlsbad, California 92008
Title
Name Andrew Oven, P.E.
Address 703 Palomar Airport Road
Carlsbad, California 92009
Architect/License Number:
28. BUSINESS LICENSE
Contractor shall obtain and maintain a City of Carlsbad Business License for the
duration of the contract.
29. ENTIRE AGREEMENT
This agreement together with any other written document referred to or
contemplated herein, embody the entire agreement and understanding between the
parties relating to the subject matter hereof. Neither this agreement nor any provision
hereof may be amended, modified, waived or discharged except by an instrument in
13 Rev. 2/l 5/00
writing executed by the party against which enforcement of such amendment, waiver or
discharge is sought.
Executed by Contractor this&day of
CONTRACTOR:
DEXTER WILSON ENGINEERING, INC.,
a California cormoration. .
CARLSBAD MUNICIPAL WATER
DISTRICT a Public Agency organized under
the Municipal Water Act of 1911, and a
Subsidiary District of the Citv of Carlsbad:
Date:
By:
(sign here)
(print name/title) . WOOD, Ci’ty Clerk
(Proper notarial acknowledgment of execution by Contractor must be attached.)
(Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must
sign for corporations. Otherwise, the corporation must attach a resolution certified by the secretary or
assistant secretary under corporate seal empowering that officer(s) signing to bind the corporation.)
(If signed by an individual partner, the partnership must attach a statement of partnership authorizing the
partner to execute this instrument.)
APPROVED AS TO FORM
RONALD R. BALL
m-
Defity City Attorney
CMWD No. 00-104
14 Rev. 2/l 5/00
STATE OF CALIFORNIA I
COUNTYOF % I(e b Pa
DA’TE
before me, ELiwME 5usfw Lc:FFLf~
NAME AND TITLE OF OFFICER
personally appeared DFXTFR WrLSclbi
NAME(S) OF SIGNER(S)
name&r is/art? subscribed to the within instrument and acknowledged to me that he/&&hay executed the same in
his/he&h&authorized capacityw, and that by his/he&heir signature&j-on the instrument the personwor the entity
upon behaif of which the person@)-acted, executed the instrument.
WITNESS my hand and official seal.
SIGNATU-F NOTARY
(This area for official notary seal.)
Title or Type of Document
Date of Document
Signer(s) other than named above
No. of Pages
06/l 4195 Rev.
STATE OF CALIFORNIA 1
COUNTYOF sw b1-0
) ss. J
On 3 I%-!-\ 00 before me, EL- INE sus+wj ka-~f?
DATE NAME AND TITLE OF OFFICER
personally appeared -x=-c WLSOr4
NAME(S) OF SIGNER(S)
d personally known to me - OR - 0 proved to me on the basis of satisfactory evidence to be the person(s) whose
name(s) is/ar;e subscribed to the within instrument and acknowledged to me that he/shefthey executed the same in
his/he&heir authorized capacity&s), and that by his/be&heir signature@ on the instrument the person(e), or the entity
upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
. UwLL SIGNATUREUF NOTARY
My Comm. Expires Oct. 19,200l
(This area for official notary seal.)
Title or Type of Document
Date of Document
Signer(s) other than named above
No. of Pages
06/14/95 Rev.
1534 RAHCI-IO SEEENA
Rf$i\iCHO SANTA FE, c& 3ZGE>7 ?“... .__-_ _,,__- --_._ ._.._.
_-_ . . . .
G~ILSON ENGINEERING
703 PALQMAR !iltR$ORT RR
CARLSPAD, CA 32009
- ‘703 PA~JJMAR
NOTIFY BUSINESS LICENSE OFFICE
IF Y(j(J CHANGE LOCATION CR CEASE
OPERATION.
‘ .
Recl.3i”al: 3/27/ 00 S: OOAM;
- MAR-774fl MON 08:50 Af'!
-> WILSON ENGINEERING; Page 2
FAX NO, '- P, 02
a..... -. -- __--- ~-
AWBm e CiXl-IiWAE OF LIABILITY INSURANC&g, ( onwwmwvl 03/2-?/00
P RODUFER THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMAtION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
I INSURERS AFFORDING COVERAGE I
C :avignac IS Amooiatea
1 .230 Columbia St., Suite 650
5 ian Diego CA 92101-3547
I phone:619-234-6848 Fax:619-234-8601
II rwJREo INSURER AZ St. Paul Fire & Marine Xns. Co
Dexter W~lsan Engineering, Inc IWURER~ AoPeriaan Mctorists Ins. Co.
Wilson lbgineering lR5uRERc: Associated International
Caxlsbad CA 9239 703 Palomar Ai art Rd, Y300 IN3lJREn D:
I INSURER E
(: :OVERAGES
THE f’0l.lClE.f OF INSURANCE LISWD GELGW MAW BEEN ISSUED l-0 THE WURED RAMED ABOVE FOR ME PGUCY PltRlOD INDlCAlED, t4WWlTllSTANOlNG
ANY RKlUIREWNT, TERM OR CONDlTlOM OF ANY CO-OR OTHER OWJklENTWlM RERPECT TO WHtCH lHlS CERWICATR MAY BE ISSUED OR
MAY PERTAIN. ‘IHe: INSURMCE AWORDSB BY THE POLKIES DESCRlbEO RERElN l!t SUWWTTO ALL TRE TERM D(CLUS4GNS AND CORMlOONS OF SUCH
POLIOlt9. AGGREOATE UWTS SHOWN MAY HAVE BEEN REDUCE0 By PIlO CWYS.
t POLICY NUYPER !el$Rmq
GENERAL UAEIW
RPO6646715 O&/04/99
.
__
s-o- DLWCTIBLP AOFIJXX
11 04/04/60 FwDMAGE~A~Y-S~) S INCLUDED
xcucovEBAGE APPLIES
AUToMOBILE UAMUW
AU DWNED ALWJS
SCHEDWZD AUTGS
CA06608957
I I
04/04/99 04,04,00 p?!%wL~~~~7 1s 1IOOO I ““_I
p~$lRY . s
EODILY INJURY (Per mIdat
PROPERTY DAMAGG fPWJddWj _i
1
f
GARAGE UASILITY AIITD ONLY. M ACCIDENT 13 L .I
OIHER THAN UACCI,
AUTO ONLY: ACG((
-0
EAOtl GCCURRLNCE 1s
CUM MADE AGGRl%ATE s I
tl DeDucnGu
Ir bbs?xm onl- XIluRYuMrjs PR 7CW30522201 04/04/99 04/04/00 CI..MWACUOENT I3 1,000,000
AEP451660C 04/04/99 04/04/00 *Lid ta
ILiability $2,000,000
Deduct. I 1ESCRlPTloN OF oP6RAlloHwLocATlo IIC~OLUSIONS ADDED BY WDORS $ 25,000
TWECIAL PROW 16 *Professional Liability-Claims Made Form, Aggregate Limit Policy. Defense
Costs Included within I&it of Liability,RE:cMwD Project No.OO-104/znain in
College Blvd. Certificate Holder ia named aa Additional Insured as respects
to General Liability per attached. *lO days NOC for non-payment of prtamium.
/ I : INSURER lJm5k A CANCELLATION
CM&s-2 1 SWJLD AMY OF TIE Abovg DESCRIBED FGLlues BE CAMCEUD BEFORE THE
I EXPIRATION ONE ?lIwhOF, llle ISSUING lN§Ul?RR WILL ENDEAVGR to MAIL L ACORD
City of Carlabad Publia Works Engineering 1635 Faraday Avenue Carlsbad CA 92008-7314
MY5 WrrrmN NOTICE TO WE CERllFlCAlE HOLDER NAMED TO TtlE
. I/ -. Fleceib- : S/27/00 S:OlAM;
- 1 MAR-27-00 MON 08 : 51 AH
PLAN. ‘ENDOFiSEMENT
-z WILSON ENGINEERING; Page 3
FAX NO, - P, 03
.:’ This endorsement changes your Package Accounts For Commercial Enterprises
Protection. .* WILSON ENGlINEXRING
Policy #RPO6646715
Effective 4/04/99 t0 4fo4100
‘. Haw Caverage Is Changed
There are several changes in your:
General ‘Rules;
Property Protection:
Blanket Employee Dishonesty Protection;
and
Commercial General Liability Protection,
General Rules
The following sec:ion is added. This change limits our right to apply the Recovering Damages From A Third Party rule in the
General Rules.
For other contracts you enter into. the
Waiver Of Rights Of Recovery Endorsement ’ may be added to this agreemenr. But we’ll add char endorsement for a c0nf:act only
when we both agree it shouic be added.
Work cmtract means a cam-act you enter into for work to be done by or for you.
Property Protection
There are six changes wtl~ch are explained below. /
1. The following serxton is aaced to the first paragrapn in the Whar ‘i”flls Agreement Cov,ers sec:ion. T’ils change exolains the tihlr oi coverage that applies ro your prooer:y :rorec:ion.
2
3.
4
Blanket Propefty Probctinn
Your property protection applies on a blanket basis. The limit of coverage is
the combined total of your buildings, business contents, and sign values shown
on the location coverage summary.
The following replaces the first paragraph
of the Money And Securities Coverage section.
If you have business contents coverage, we’ll automatically cover your money and securities losses up to a limit of $10,000 inside and 55.000 outside unless money and securities limits are shown in the Coverage Summary. If limits are shown
in the Coverage Summary, they are in addition to these limits. This will be the most we’ll pay for all covered loss or damage caused by any one event. no matter how many locations ar8 covered. These limits are separate from your business conrenrs limit.
The following replacss the second paragraph of the Accounrs Receivable Coverage section.
We’ll automatically cover your accounts receivable loss up to 525,000. This is the most we will pay for all covered loss or damage caused by any one event. If a limit is shown in the Coverage
Summary, that limit is in addition to this limit. This limit is separara from your business contents limit.
The following replaces the second paragraph of the Valuable Records Coverage secrion.
We’ll automaricolly cover your valuable
records up to $25,000 at each insured
location. This is the most we will pay for all covered loss or damage caused by any one event, no matTer how many single items are lost or damaged. If a limit is shown in the Coverage Summary,
PA045 EC. lo-36 Prrnred in U.S.X. Endorsement BSt.PauI sire ana Marlne lnstlrznce Co.1996 All Rights Reserved Page 1 of 3
* LRedeiu’: 4j : 3/27/00 Q:OlAM;
MkR-27-00 MON 08: 51 AM -
-> WILSON ENGINEERING; Page 4
FAX NO, -.
that limit is in addition to this limit. This limit is separate from your business contents limit.
The following is added to lhe Optional Coverages section.
We’ll provide a limit of $25,000 for all covered losses under Optional Computer Coverage. We’ll also provide a limit of
$10,000 for all covered losses for data and media covered under the Optional Computer Coverage.
We’ll provide a limit of SlO,OOb for all covered losses under Optional Sewer Back-p Coverage.
These limits are the most we will pay for all covered losses under the Optional Computer Coverage and Optional Sewer Back-up Coverage in any one event. If a limit is shown on the Coverage Summary for any of these coverages, that limit is in addition to these limits,
The following replaces the Computer
breakdown coverage deductible section.
Computer breakdown cuverage deductible. You are responsible for the first $1,000 of property loss per event for loss or damage covered under
computer breakdown coverage. This deductible does not apply to any loss caused by lightning, nor does it apply to any loss caused by or resulting from fire of explosion.
Blanket Employee Dlshanesty Protection
The following replaces the first paragraph in the Limit Of Coverage section.
The most we’ll pay for loss in any one event is SlO,OOO. This limit of coverage
applies regardless of how many protected persons are affected by the loss, If a limit is shown in the Coverage Summary, that limit is in addition to the S10.000.
Commercial General ~kiability Protection
There are three changes which are explained below, The first two changes apply only if you are a covered architect or engineer.
The following is added to the Partnership or joint venture section under the Who Is -. Protected Under This Agreement, This -
change broadens coverage.
You are also a protected person for your participation in any joint Venture with other architects or engineers, either past or present, that isn’t named in the Introduction, but only for the conduct of your business.
However. this protection doesn’t apply if the unnamed joint venture has direct employees or owns, rents, or leases any real or personal property. Nor does it apply to any other member of the unnamed joint venture.
If the unnamed joint venture has separate Insurance with limits of liability that haven’t been used up in the payment of judgments and settlements, this
agreement will apply only as excess insurance for you.
The following is added to the Who Is Protected Under This Agreement section. This change adds certain protected persons and limits their protection.
For other work done by or for you, or other contracts you enter inro, certain persons or organitations may be made proteczed persons under this agreement with additional protected persons endorsemenrs whrch provide limited protecrion. aut we’ll add an adaitional protected persons endorsement only when we both agree thaT of should be added, And rhe additional premium if any, is paid when due.
Page 2 of 3 QSt.Paul Fire and Marine insurance Co.1996 All Rights Reserved
* ‘R dc:, b!p : S/27/00 S:O2AM; -W WILSON ENGINEERING; Page 5
- * MAR-27-00 MON 08:52 AM FAX NO, .- P, 05 *
3.
: -.
’ ., .
Wired persons. Your retired directors. ethef Temls officers, employees, and individual .
partners or owners are protected persons. But only for covered injury or damage All other terms of your policy remain the sama - that results from services performed for you under your direct supervision,
htaitted -..-. --. by that additional protected person to be excess of and not contributory with this agreement If there is any other valid and collectible insurance for injury or
damage covered by this agreement, the following applies-
PA045 Ed. lo-96 Printed in U.S.A. Endorsement oSt.Paul Fire and Marine Insurance Co.1998 All Rights fleserved Page 3 of 3
Sent Sy: WILSON ENGINEERING; 7604360173; Apr-14-00 7:45AM; Page 1
D;ExTER wxbsoN. ENcm@mx~~, INC.
TCI. (760) 438-4422
Fix (760) 438-0173
703 Pabiw Airport Road, Suite 300
carlsbd, cidifomia 92009
L
FGCSlM&E COVER SHEET
I
;TO:
Randy Klaahsen
:COMPANY:
Carlsbad Municipal Water
District, ,
:FAX NUMBER:
760-602-8562 :
cc:
FROM:
Dexter S. Wilson
DATE:
April 14, 2000
TOTAL PAGES: 9
(Inclndjng Cover Sheet)
JOB NUMBER: 101-019
IF ALL PAGES ARE NOT l&ECETV ALL WILSON ENGINEERING AT
SUI3JECT: Invoice and Corporation Signature Authorization
PEMARKS: Randy-
I apolegize for me not getting back to you a,s quickly as I had hoped but we did
get the letter th.at you were requesting and had Dexter sign it. If there is
ariything else thal you need please feel free to give me a call. I also attached
the invoice that I needed to send to you. Hard copy will follow in the mail.
~RANSMITTEDBY: S. Charter
Sent By: WILSON ENGINEERING;
. .
7604380173; Apr-14-00 7:46AM; Page 2
DEXTER WILSON ENGINEERING, INC.
l
DEXTER S. WILSON, P.E.
ANDREW M. OVEN, P.E.
STEPHEN M. NIELSEN, P.E.
April 13,‘LOOO 101-019
City of Carlsbad
Public Works - Engineering
1635 Faraday Avenue
Carlsbad, CA 92008
To Whom it May Concern:
Dexter S. Wilson is the President and Secretary of Dexter Wilson Engineering, Inc.
Attached is the first and fourth page of the first meeting showing lhat he is authorized
to sign for the corporation.
Dexter S. Wilfion
703 PALOMAR AIRPORT ROAD. SUITE 300 l CARLSBAO. CA 92009 l (760143&4422 - FAX (7601 OY(3-0 173
Sent By: WILSON ENGINEERING; *. .
7604300173; Apr-14-00 7:46AM; Page 3
ACTICiN BY WRITTEN CONSENT IN LIEU
OF
FIRST MEETING OF DIRECTORS
DEXTER VV&S::ENGINEERlNG A California Corporation
The undersigned, the duly elected and acting directors of Dexter Wilson Engineering, a
California corporation (the “Coiporation”), acting by unanimous written consent without a
meeting pursuant to Section 307(b) of the California Corporations Code and the Bylaws of the
Corporation, hereby consent to &zir election as directors of the Corporation and adopt the following resolutions:
Agent for Service of Process
RESOLVED, that Dexter S. Wilson, a resident of California, whose current business
address is 703 Palomar Airport Road, Suite 300, Carlsbad, CA 92009, is hereby approved as the
Corporation’s agent for service of process in California as required by Section 1502 of the
California Corporations Code.
Adoption of Bylaws
RESOLVED, that the Bylaws presented to the Board are hereby approved and adopted as
the Bylaws of the Corporation.
RESOLVED FURTHER, that the Secretary of the Corporation is authorized and directed
to execute a Certificate of Secretary certifying the adoption of the Bylaws, to insert the Bylaws
as so certified in the minute book and to cause a copy of the Bylaws, as they may be amended
from time to time, to be kept and maintained at the principal executive office of the Corporation
Appointment of Officers
RESOLVED, that tie following persons are hereby elected to the offkes indicated
opposite their names:
Name OfIke
Dexter Wilson
Dexter Wilson
Dexter Wilson
President
Chief Financial Officer
Secretary
Page 1 of 4
Sent By: WILSON ENGINEERING; 7604380173; Apr-14-00 7:46AM; Page 4
_-
.
: 7
‘-. ,. i _i’
I
.’
‘; :
Number of Sharea
100
NIXUC
Dexter S. Wilson,
Trustee of the
Wilson Family Trust
dated April 15,1993
Consideration
Ass& and Iiabilities
of sole proprietorship
RESOLVED FURTKER, that the of&em of the Corporation arc auttmized and directed to take dl actions that may be necessary aad proper for this Corporation to issue and sell the
above-listed shares to the persons named, in accordance with applicable laws, and that those
actions shall include, where necessary: (i) filing with the Commissioner of Corporations an
appropriate notice under Section 25 102(f) of the California Corpmtions Code; (ii) doing all acts
ht may be necessary to obtain or evidcncc the exemption of the issuance fbm registration under the federal securities laws and the applicable securities laws of my otha state; and (iii)
doing al1 acts necessary to expedite tbesc transactions or mnform them to the requirements of
applicable law.
RESOLVED FURTHER, that each of the officers is autlmrked and dirccted to take my
other action necessary or advkble to cay out the puxposcs of this resolution.
Subchnpter S Election
RESOLVED, that upon the rccommend8tion of the Corporation’s tax advisor, the
C~rpation hereby elects to be taxed as an “S corporation” for federal income tax purposes as
provided in Section 1362(a) of the Internal Revenue Code. This clcction is made for the cumnt
focal year and for each succeeding fiscal year until this election is tuminated.
RESOLVED, that the officers of the Corporation arc authorized and dkectcd to prv
and file with the mtemal Revenue Sen&e and the California Franchise Tax Board the necessary
forms indicating the Corporation’s ekction and to obtain the signatures of all shamholders to such forms as required.
‘This Gmscnt Action shall be effective for all purposes as of Janw 1,2OoO.
Page 4 of 4