HomeMy WebLinkAboutDexter Wilson Engineering; 2022-05-04; PSA22-1801UTILPSA22-1801UTIL
City Attorney Approved Version 6/12/18
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AGREEMENT FOR BUENA SEWER INTERCEPTOR IMPROVEMENTS SERVICES
DEXTER WILSON ENGINEERING
THIS AGREEMENT is made and entered into as of the ______________ day of
___________________, 2022 by and between the City of Carlsbad, a municipal corporation,
("City"), and Dexter Wilson Engineering, a California corporation, ("Contractor”).
RECITALS
City requires the professional services of an engineering consultant that is experienced in
reviewing reports and studies. Contractor has the necessary experience in providing these
professional services, 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
City retains Contractor to perform, and Contractor agrees to render, those services (the
“Services”) that are defined in Exhibit “A”, attached and incorporated by this reference in
accordance with the terms and conditions set forth in this Agreement.
2. TERM
This Agreement will be effective for a period of one (1) year from the date first above written.
3. COMPENSATION
The total fee payable for the Services to be performed shall not exceed nine thousand fifty dollars
($9,050) No other compensation for the Services will be allowed except for items covered by
subsequent amendments to this Agreement. City reserves the right to withhold a ten percent
(10%) retention until City has accepted the work and/or the Services specified in Exhibit “A.”
4. STATUS OF CONTRACTOR
Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s
independent calling, and not as an employee of City. Contractor will be under the control of City
only as to the results to be accomplished.
5. 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 by any negligence,
recklessness, or willful misconduct 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.
DocuSign Envelope ID: 852B4C70-AF27-4CE4-A789-58213F2AC8CD
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May
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City Attorney Approved Version 6/12/18
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6. INSURANCE
Contractor will obtain and maintain policies of commercial general liability insurance, automobile
liability insurance, a combined policy of workers' compensation, employers liability insurance, and
professional liability insurance from an insurance company authorized to transact the business of
insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII";
OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers
(LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-
admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest
quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each,
unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor
will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-
made coverage. The insurance will be in force during the life of this Agreement and will not be
canceled without thirty (30) days prior written notice to the City by certified mail. City will be named
as an additional insured on General Liability which shall provide primary coverage to the City. The
full limits available to the named insured shall also be available and applicable to the City as an
additional insured. Contractor will furnish certificates of insurance to the Contract Department,
with endorsements to City prior to City’s execution of this Agreement.
7. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on
behalf of City and on behalf of Contractor under this Agreement.
For City For Contractor
Name Dave Padilla Name Dexter Wilson
Title Utilities Engineering Manager Title Project Manager
Department Public Works Address 2234 Faraday Avenue
City of Carlsbad Carlsbad, CA 92008
Address 5950 El Camino Real Phone No. 760-438-4422
Carlsbad, CA 92008-8802 Email dexter@dwilsoneng.com
Phone No. 442-339-2356
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.
8. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all categories.
Yes ☒ No ☐
9. COMPLIANCE WITH LAWS
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment and will obtain and maintain a City of Carlsbad Business License
for the term of this Agreement.
DocuSign Envelope ID: 852B4C70-AF27-4CE4-A789-58213F2AC8CD
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10. TERMINATION
City or Contractor may terminate this Agreement at any time after a discussion, and written notice
to the other party. City will pay Contractor's costs for services delivered up to the time of
termination if the services have been delivered in accordance with the Agreement.
11. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of
false claims as set forth in the California False Claims Act, Government Code sections 12650, et
seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges
that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this
Agreement.
12. JURISDICTIONS AND VENUE
Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes
between the parties arising out of this Agreement is the State Superior Court, San Diego County,
California.
13. ASSIGNMENT
Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become
due under it, without the prior written consent of City.
14. AMENDMENTS
This Agreement may be amended by mutual consent of City and Contractor. Any amendment will
be in writing, signed by both parties, with a statement of estimated changes in charges or time
schedule.
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DocuSign Envelope ID: 852B4C70-AF27-4CE4-A789-58213F2AC8CD
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15. 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
DEXTER WILSON ENGINEERING,
a California corporation
CITY OF CARLSBAD, a municipal
corporation of the State of California
By: By:
(sign here) Vicki V. Quiram, Utilities Director, as
authorized by the City Manager
Dexter Stricklin Wilson, President & CFO
(print name/title)
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:
CELIA A. BREWER, City Attorney
By:
Assistant City Attorney
DocuSign Envelope ID: 852B4C70-AF27-4CE4-A789-58213F2AC8CD
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EXHIBIT “A”
SCOPE OF SERVICES
Research and review prior studies, reports, plans and interagency
agreements $6,050
Attendance at meetings and/or teleconferences $3,000
TOTAL (not to exceed) $9,050
DocuSign Envelope ID: 852B4C70-AF27-4CE4-A789-58213F2AC8CD
California Secretary of State
Electronic Filing
Corporation - Statement of Information
Entity Name:
Entity (File) Number:
File Date:
Entity Type: Corporation
Jurisdiction:
Document ID:
Detailed Filing Information
1.Entity Name:
2.Business Addresses:
a.Street Address of Principal
Office in California:
b.Mailing Address:
c.Street Address of Principal
Executive Office:
3.Officers:
a.Chief Executive Officer:
b. Secretary:
Use bizfile.sos.ca.gov for online filings, searches, business records, and resources. Document ID:C2206464
01/31/2022
CALIFORNIA
2234 Faraday Avenue
Carlsbad, California 92008
United States of America
2234 Faraday Avenue
Carlsbad, California 92008
United States of America
2234 Faraday Avenue
Carlsbad, California 92008
United States of America
Natalie Jean Fraschetti
800 Regal Road N5
Encinitas, California 92024
United States of America
Dexter Stricklin Wilson
1534 Rancho Serena Road
Rancho Santa Fe, California 92067
United States of America
DEXTER WILSON ENGINEERING
DEXTER WILSON ENGINEERING
H175024
H175024Secretary of State
State of California
California Secretary of State
Electronic Filing
Officers (cont'd):
c. Chief Financial Officer:
4.Director:
Number of Vacancies on the Board of
Directors:
5.Agent for Service of Process:
6.Type of Business:
By signing this document, I certify that the information is true and correct and that I am authorized by
California law to sign.
Electronic Signature:
Use bizfile.sos.ca.gov for online filings, searches, business records, and resources. Document ID:Dexter Stricklin Wilson
1534 Rancho Serena Road
Rancho Santa Fe, California 92067
United States of America
Natalie Jean Fraschetti
800 Regal Road N5
Encinitas, California 92024
United States of America
0
Susan Stricklin Wilson
416 2nd Street
Encinitas, California 92024
United States of America
Civil Engineering
Cierra Kessell
No Officer or Director of this Corporation has an outstanding final judgment issued by the Division of
Labor Standards Enforcement or a court of law, for which no appeal therefrom is pending, for the
violation of any wage order or provision of the Labor Code.H175024
California Secretary of State
Electronic Filing
Corporation - Attachment to Statement of Information
List of Additional Directors:
1.
2.
3.
4.
5.
6.
7.
Use bizfile.sos.ca.gov for online filings, searches, business records, and resources. Document ID:Dexter Stricklin Wilson
1534 Rancho Serena
Rancho Santa Fe, California 92067
United States of America
H175024