HomeMy WebLinkAboutHabitat Restoration Sciences Inc; 2013-03-27; PKRC524Tracking #:PKRC524
CITY OF CARLSBAD
MINOR PUBLIC WORKS CONTRACT
Lake Calavera South Trail Improvements
($45,000 or Less)
This agreement is made on the _ day of _ Inarch 2oi2.
by the
City of Carlsbad, Califomia, a municipal corporation, (hereinafter called "City"), and HABITAT
RESTORATION SCIENCES, INC., a Califomia corporation whose principal place of business is 4901 El
Camino Real Suite D, Carlsbad CA 92008 (hereinafter called "Contractor").
City and Contractor agree as follows:
DESCRIPTION OF WORK. Contractor shall perform all work specified in the Contract documents for the
project described by in Exhibit B of these Contract Documents (hereinafter called "Project").
PROVISIONS OF LABOR AND MATERIALS. Contractor shall provide all labor, materials, tools,
equipment, and personnel to perfonn the work specified by the Contract Documents unless excepted
elsewhere in this Contract.
CONTRACT DOCUMENTS. The Contract Documents consist of this Contract, exhibits to this Contract,
Contractor's Proposal, the Plans and Specifications, the General Provisions, addendum(s) to said Plans
and Specifications, and all proper amendments and changes made thereto in accordance with this
Contract or the Plans and Specifications, all of which are incorporated herein by this reference. When in
conflict, this Contract will supersede terms and conditions in the Contractor's proposal.
LABOR. Contractor will employ only skilled workers and abide by all State laws and City of Carlsbad
Ordinances governing labor.
GUARANTEE. Contractor guarantees all labor and materials furnished and agrees to complete the
Project in accordance with directions and subject to inspection approval and acceptance by: Kyle
Lancaster, Parks Superintendent, or designee.
PREVAILING WAGES NOT REQUIRED. The City of Carlsbad is a Charter City. Carlsbad Municipal
Code Section 3.28.130 supersedes the provisions of the California Labor Code when the public work is
not a statewide concern. Payment of prevailing wages is at Contractor's discretion.
FALSE CLAIMS. Contractor hereby agrees that any contract claim submitted to the City 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.
Contractor acknowledges that California Government Code sections 12650 et seq., 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 the information.
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.
LAKE CALAVERA So. TRAIL (PKRC524) Page 1 of 8 City Attomey Approved 2/7/13
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Contractor hereby acknowledges that the filing of a false claim may subject the Contractor to an
administrative debarment proceeding wherein the contractor may be prevented from further bidding on
public contracts for a period of up to five years and thaLdebarment by another jurisdiction is grounds for
the City of Carlsbad to disqualify the ContracI in contract bidding.
Print Name:
REQUIRED INSURANCE. The successful contractor sl lall provide to the City of Carlsbad, a Certification
of Commercial General Liability and Property Damage Insurance and a Certificate of Workers'
Compensation Insurance indicating coverage in a form approved by the California Insurance
Commission. The certificates shall indicate coverage miring the period of the contract and must be
furnished to the City prior to the start of work. The minimum limits of liability insurance are to be placed
with insurers that have: (1) a rating in the most recent Best's Key Rating Guide of at least A-:V and (2) are
admitted and authorized to transact the business of insurance in the State of California by the Insurance
Commissioner.
Commercial General Uability Insurance of Injuries including accidental death, to any one person in an
amount not less than $500,000
Subject to the same limit for each person on account of one accident in an amount not less than
$500,000
Property damage insurance in an amount of not less than $100,000
Automobile Liability Insurance in the amount of $100,000 combined single limit per accident for bodily
injury and property damage. In addition, the auto policy must cover any vehicle used in the performance
of the contract, used onsite or offsite, whether owned, non-owned or hired, and whether scheduled or
non-scheduled. The automobile insurance certificate must state the coverage is for "any auto" and cannot
be limited in any manner.
The above policies shall have non-cancellation clauses providing that thirty (30) days written notice shall
be given to the City prior to such cancellation.
The policies shall name the City of Carlsbad as an additional insured.
INDEMNITY. The Contractor shall assume the defense of, pay all expenses of defense, and indemnify
and hold harmless the City, and its officers and employees, from all claims, loss, damage, injury and
liability of every kind, nature and description, directly or indirectly arising from or in connection with the
performance of the Contract or work; or from any failure or alleged failure of Contractor to comply with
any applicable law, rules or regulations including those related to safety and health; and from any and all
claims, loss, damages, injury and liability, howsoever the same may be caused, resulting directly or
indirectly from the nature of the work covered by the Contract, except for loss or damage caused by the
sole or active negligence or willful misconduct of the City. The expenses of defense include all costs and
expenses including attorneys' fees for litigation, arbitration, or other dispute resolution method.
CAUFORNIA REGIONAL WATER QUALITY CONTROL BOARD, SAN DIEGO REGION.
A. Contractor shall not allow any discharges from the construction site, which may have an adverse
effect on receiving waters of the United States.
B. Contractor shall not allow any groundwater extraction water to be discharged from construction site
except in full compliance with the General Waste Discharge Requirements for Ground Water
Extraction and Similar Discharges from Construction and Remediation Projects (Order No. 96-41)
adopted by the Regional Board. Prior to submitting Bid, Contractor shall obtain a copy of said Order
LAKE CALAVERA So. TRAIL (PKRC524) Page 2 of 8 City Attomey Approved 2/7/13
Tracking #:PKRC524
No. 96-41 and review all compliance requirements therein, including monitoring, testing, and
reporting.
C. In the event of conflict between the Contract and Permit requirements, the most stringent shall
prevail. All permit requirements shall be satisfied by Contractor and accepted by all issuing agencies,
and the Owner before project will be accepted and a Notice of Completion filed.
D. Contractor shall, at his own expense, procure any additional permits, certificates, and licenses
required of him by law for the execution of the work. He shall comply with all Federal, State and local
laws, ordinances or rules and regulations relating to the performance of said work.
E. The Contractor shall incorporate and comply with all applicable Best Management Practices (BMPs)
during the completion of this agreement. All work must be in compliance with the most current San
Diego Regional Water Quality Control Board (RWQCB) permit, Carlsbad Municipal code and the City
of Carlsbad Jurisdictional Urban Runoff Management Plan (JURMP) incorporated herein by
reference.
F. The Contractor shall indicate in his submittals methods of compliance, equipment utilized to insure
compliance, training of staff and experience in compliance with environmental regulations. If in the
opinion of the project manager, the Contractor is not in compliance with this provision CITY resen/es
the right to implement BMP's to the maximum extent practical, and deduct payment due or back
charge the Contractor for implementation with a 15% markup for administration and overhead.
JURISDICTION. The 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.
Start Work: Contractor agrees to start within 5 working days after receipt of Notice to Proceed.
Completion: Contractor agrees to complete work within 30 working days after receipt of Notice to
Proceed.
LAKE CALAVERA So. TRAIL (PKRC524) Page 3 of 8 City Attorney Approved 2/7/13
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CONTRACTOR'S INFORMATION.
(name of Contractor)
(Contractor's license number)
(license class, and exp. date)
(street address)
(city/state/zip)
ILPO i4i<^ 14210
(telephone no.)
(fax no.)
^ (e-mail address)
AUTHORITY. The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority to bind
Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation
of the State of California^ :aJifQmia/^ ^uiu///,
lOfanaaer,^r Department CSrb^tl^^^L^-; O r
(sign here)
(print name/title)
If required by City, proper notarial acknowledgment of execution by Contractor must be attached. ILi
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.
ORM:
City Attorney
orney
LAKE CALAVERA So. TRAIL (PKRC524) Page 4 of 8 City Attomey Approved 2/7/13
Tracking #:PKRC524
EXHIBIT A
LISTING OF SUBCONTRACTORS BY GENERAL CONTRACTOR
Set forth below is the full name and location of the place of business of each sub-contractor whom the
Contractor proposes to subcontract portions ofthe Project in excess of one-half of one percent ofthe total
bid, and the portion ofthe Project which will be done by each sub-contractor for each subcontract.
NOTE: The Contractor understands that if it fails to specify a sub-contractor for any portion of the
Project to be performed under the contract in excess of one-half of one percent of the bid, the
contractor shall be deemed to have agreed to perform such portion, and that the Contractor shall
not be permitted to sublet or subcontract that portion of the work, except in cases of public
emergency or necessity, and then only after a finding, reduced in writing as a public record of
the Awarding Authority, setting forth the facts constituting the emergency or necessity in
accordance with the provisions of the Subletting and Subcontracting Fair Practices Act (Section
4100 et seq. ofthe California Public Contract Code).
If no subcontractors are to be employed on the project, enter the word "NONE."
SUBCONTRACTORS
Portion of Project to
be Subcontracted
Business Name and Address License No.,
Classification &
Expiration Date
%of
Total
Contract
r
Total % Subcontracted:
LAKE CALAVERA So. TRAIL (PKRC524) Page 5 of 8 City Attorney Approved 2/7/13
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EXHIBIT B
LAKE CALAVERA SOUTH TRAILCONTRACTOR'S PROPOSAL DATED MARCH 11, 2013
JOB QUOTATION
ITEM
NO.
UNIT QTY DESCRIPTION PRICE
Task1 $13.25 2.400 If Construction of approximately 2,400 If of wood post (5")
and three rail (3") fencing along trail $31,800.00
Task 2 $1,600 LS Install 2 permanent and 2 removable bollards $1,600.00
Tasks $4,500 LS
Grade trail, remove and dispose existing steel pipe,
install 3 20' section of 18" SDF pipes with filter fabric,
install rip-rap at pipe ends, provide as-built drawings
$4,500.00
Task 4 $6,150 LS
Re-grade existing trail surface, compact existing soil
with vibratory roller, place filter fabric and Class II base
and compact, line earthen swale with native bent grass
$6,150.00
Task 5 $900 LS Conduct nesting bird survey prior to start of
construction $900.00
TOTAL* $44,950.00
Inciudes taxes, fees, expenses and all other costs.
LAKE CALAVERA So. TRAIL (PKRC524) Page 6 of 8 City Attorney Approved 2/7/13
Bond No. 024046070
Premium: $674.00
Tracking #:PKRC524
EXHIBIT C
LABOR AND MATERIALS BOND
WHEREAS, the City Council of the City of Carlsbad, State of California, has awarded to
Habitat Restoration Sciences. Inc.
(hereinafter designated as the "Principal"), a Contract for:
LAKE CALAVERA SOUTH TRAIL IMPROVEMENTS
CONTRACT NO. PKRC524
in the City of Carlsbad, in strict conformity with the drawings and specifications, and other Contract
Documents now on file in the Office of the City Clerk of the City of Carlsbad and all of which are
incorporated herein by this reference.
WHEREAS, Principal has executed or is about to execute said Contract and the terms thereof require the
furnishing of a bond, providing that if Principal or any of its subcontractors shall fail to pay for any
materials, provisions, provender or other supplies or teams used in, upon or about the performance of the
work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will
pay the same to the extent hereinafter set forth.
NOW, THEREFORE, WE, Habitat Restoration Sciences. Inc. , as
Principal, (hereinafter designated as the "Contractor"), and Liberty Mutual Insurance Company
as Surety, are held firmly bound unto the City of Carlsbad in
the sum of Forty Four Thousand Nine Hundred Fifty and No/IOOths
Dollars ($ 44.950.00 ), said
sum being an amount equal to: One hundred percent (100%) of the total amount payable under the terms
of the Contract by the City of Carlsbad, and for which payment well and truly to be made we bind
ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by
these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH that if the Contractor or his/her subcontractors fail to
pay for any materials, provisions, provender, supplies, or teams used in, upon, for, or about the
performance of the work contracted to be done, or for any other work or labor thereon of any kind,
consistent with California Civil Code section 9100, or for amounts due under the Unemployment
Insurance Code with respect to the work or labor perfomied under this Contract, or for any amounts
required to be deducted, withheld, and paid over to the Employment Development Department from the
wages of employees of the contractor and subcontractors pursuant to section 13020 of the
Unemployment Insurance Code with respect to the work and labor, that the Surety will pay for the same,
and, also, in case suit is brought upon the bond, reasonable attorney's fees, to be fixed by the court
consistent with California Civil Code section 9554.
This bond shall inure to the benefit of any of the persons named in California Civil Code section 9100, so
as to give a right of action to those persons or their assigns in any suit brought upon the bond.
Surety stipulates and agrees that no change, extension of time, alteration or addition to the terms of the
Contract, or to the work to be perfomned hereunder or the specifications accompanying the same shall
affect its obligations on this bond, and it does hereby waive notice of any change, extension of time,
alterations or addition to the terms of the contract or to the work or to the specifications.
LAKE CALAVERA So. TRAIL (PKRC524) Page 7 of 8 City Attorney Approved 2/7/13
Tracking #:PKRC524
In the event that Contractor is an individual, it is agreed that the death of any such Contractor
shall not exonerate the Surety from its obligations underthis bond.
Executed by CONTRACTOR this day
of \XfhYX^ .20 JJ
CONTRACTOR:
Habitat Restoration Sciences. Inc.
Executed by SURETY this 21st
of March , 20J13
day
SURETY:
Liberty Mutual Insurance Companv
(name of Contractor)
By:
(name of Surety)
790 The Citv Drive. Suite 200. Orange. CA 92868
(sign here)
(print name here)
(address of Surety)
(telephone nj/mber of Surety)
(signature of Attorney-in-Fact)
Tara Bacon
sign here) (printed name of Attorney-in-Fact)
(attach corporate resolution showing current power of
attorney)
(print name here)
(title and organization of signatory)
(Proper notarial acknowledgment of execution by CONTRACTOR and SURETY must be attached.)
(President or vice-president and secretary or assistant secretary must sign for corporations. If only one officer
signs, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate
seal empowering that officer to bind the corporation.)
APPROVED AS TO FORM:
CELIA A. BREWER
City Attorney
By:
Assistant Cit
LAKE CALAVERA So. TRAIL (PKRC524) Page 8 of 8 City Attorney Approved 2/7/13
ACKNOWLEDGMENT
State of California
County of San Diego
On Marcti 21. 2013 before me, Jamie Tofflemire. Notary Public, personally
appeared Tara Bacon, wtio proved to me on tiie basis of satisfactory evidence
to be tlie person wtiose name is subscribed to ttie wittiin instrument and
acicnowledged to me ttiat slie executed the same in tier auttiorized capacity,
and ttiat by tier signature on the instrument the person, or the entity upon
behalf of which the person 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.
Signature
JAMIE TOFFLEMIRE (
COMM. #1925947 o
NOTARY PUBLIC-CALIFORNIA CO
SAN DIEGO COUNTY 2
My Commission Expires •
FEBRUARY 18.2015 j
(Seal]
THIS POWER OF ATTORNEY IS NOT VALID UNLESS IT IS PRINTED ON RED BACKGROUND. 5441582
This Power of Attomey limits the acts of those named herein, and they have no authority to bind the Company except in the manner and to the extent herein stated.
Certificate No.
American Fire and Casualty Company Liberty Mutual Insurance Company
The Ohio Casualty Insurance Company Peerless Insurance Company
West American Insurance Company
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS: That American Fire & Casualty Company and The Ohio Casualty Insurance Company are corporations duly organized under the laws of
the State of Ohio, that Liberty Mutual Insurance Company Is a corporation duly organized under the laws of the State of Massachusetts, that Peerless Insurance Company is a corporation
duly organized under the laws of the State of New Hampshire, and West American Insurance Company Is a corporation duly organized under the laws of the State of Indiana (herein
collectively called the "Compani^"), pursuant to and by authority herein set forth, does hereby name, constitute and appoint, BRAOLEY R. ORR; DALE G. HARSHAW; GEOFFREY SHELTON;
KYLE KING; TARA BACON
(0 o a o
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all of the city of SAN DIEGO , state of CA each individually If there be more than one named, its hue and lawful attomey-in-fact to make, execute, seal, acknowledge
and deliver, for and on its behalf as surety and as its act and deed, any and all undertakings, bonds, recognizances and other surety obligations, in pursuance of these presents and shall
be as binding upon the Companies as if they have been duly signed by the presWent and attested by the seaetary of the Companies in their own proper persons.
IN WITNESS WHEREOF, this Power of Attorney has been subscribed by an authorized officer or official ofthe Companies and the corporate seals ofthe Companies have been affixed thereto this
218t day of June , 2012 .
v<'S>v ,<<r?>v ^/'"-rr^ American Fire and Casualty Company
i^V-^A A^^-^Ov A*>—%A The Ohio Casualty Insurance Company
Liberty Mutual Insurance Company
Peerless Insurance Company
WestAmerican Insurance Company
By:
STATE OF WASHINGTON
COUNTY OF KING
On this 2i8t day of June
ss Gregory W. Davenport, Assistant Secretary
2012 • before me personally appeared Gregory W. Davenport, who acknowledged himself to be the Assistant Secretary of American Fire and
Casualty Company, Liberty Mutual Insurance Company, The Ohio Casualty Company, Peeriess Insurance Company and WestAmerican Insurance Company, and that he, as such, being
authorized so to do, execute the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my notarial seal at Seattle, Washington, on the day and year first above written.
I By: l^^'^^^
KD Riley , Hoistr^ Public I \ PUBUC ; B
This Power ofAttomey is made and executed pursuant to and by authority of the following By-laws and Authorizations of American Fire and Casualty Company, The Ohio Casualty Insurance
Company, Liberty Mutual Insurance Company, WestAmerican Insurance Company and Peeriess Insurance Company, which resoluttons are now in full force and effect reading as follows:
ARTICLE iV - OFFICERS - Section 12. Power ofAttomey. Any officer or other official of the Corporation authorized for that purpose in writing by the Chaimian or the President, and subject
to such limitatron as the Chairman or the PreskJent may prescribe, shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Corporation to make, execute, seal,
acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligattons. Such attomeys-in-fact, subject to the limitattons set forth in their respective
powers of attomey, shall have full power to bind the Corporatton by their signature and execution of any such instruments and to attach thereto the seal of the Corporation. When so
executed, such instruments shall be as binding as if signed by the PreskJent and attested to by the Secretary. Any power or authority granted to any representative or attomey-in-fact under
the provistons of this arttole may be revoked at any time by the Board, the Chaimian, the President or by the officer or officers granting such power or authority.
ARTICLE XIII - Executton of Contracte - SECTION 5. Surety Bonds and Undertakings. Any officer of the Company authorized for that purpose in writing by the chairman or the presklent,
and subject to such limitattons as the chairman or the president may prescribe, shall appoint such attomeys-in-fact, as may be necessary to act in behalf of the Company to make, execute,
seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other surety obligattons. Such attomeys-in-fact subject to the limitations set forth in their
respective powers of attomey, shall have full power to bind the Company by their signature and executton of any such instruments and to attach thereto the seal of the Company. When so
executed such Instmments shall be as binding as if signed by the president and attested by the secretary.
Certificate of Designation - The President of the Company, acting pursuant to the Bylaws of the Company, authorizes Gregory W. Davenport Assistant Secretary to appoint such
attomey-in-fact as may be necessary to act on behalf of the Company to make, execute, seal, acknowledge and deliver as surety any and all undertakings, bonds, recognizances and other
surety obligattons.
Authorization - By unanimous consent of the Company's Board of Directors, the Company consents that facsimile or mechanically reproduced signature of any assistant secretary of the
Company, wherever appearing upon a certified copy of any power of attomey issued by the Company in connection with surety bonds, shall be valid and bkJing upon the Company with the
same force and effect as though manually affixed.
I, Davkl M. Carey, the undersigned. Assistant Secretary, of American Fire and Casualty Company, The Ohto Casualty Insurance Company, Liberty Mutual Insurance Company, West
American Insurance Company and Peeriess Insurance Company do hereby certify that the original power of attomey of which the foregoing is a full, true and correct copy of the Power of
Attomey executed by said Companies, is in full force and effect and has not been revoked.
IN TESTIMONY WHEREOF, 1 have hereunto set my hand and affixed the seals of said Companies this 21st day of March
By:
• 20 13
David M. Carey, Assistant Secretary
POA-AFCC, LMIC, OCIC, PIC & WAIC
ms 12873 041012
CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
State of Califomia
County of
personally appeared _
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is^ subscribed to
the within instrument and acknowledged to me that he/^i^^y executed the same in his/^/t^r authorized
capacity(ies), and that by his/^idi^T signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph
is tme and correct.
ESS my hand and official seal.
ignature »f Notary Public
(Notary Seal)
1 OFFICIAL SEAL
STEPHANIE DEL ROSARlO g
iNOTARY PUBLIC.CALIFORNIA$ I COMM. NO. 19 774 -SAN DIEGO COUNTY • MY COMM. EXP. NOV. 2.2014 I
—J
ADDITIONAL OPTIONAL INFORMATION
DESCRIPTION OF THE ATTACHED DOCUMENT
(Title or description of attached document)
A-
ittacned <
(Title or description of attached document continued)
Number of Pages Document Date
(Additional information)
CAPACITY CLAIMED BY THE SIGNER
• Individual (s)
• Corporate Officer
(Title)
• Partner(s)
• Attorney-in-Fact
• Trustee(s)
• Other
INSTRUCTIONS FOR COMPLETING THIS FORM
Any acknowledgment completed in Califomia must contain verbiage exactly as
appears above in the notary section or a separate acknowledgment form must be
properly completed and attached to that document. The only exception is if a
document is to be recorded outside of Califomia. In such instances, any altemative
acknowledgment verbiage as may be printed on such a document so long as the
verbiage does not require the notary to do something that is illegal for a notary in
Califomia (i.e. certifying the authorized capacity of the signer). Please check the
document carefully for proper notarial wording and attach this form if required.
• State and County information must be the State and County where the document
signer(s) personally appeared before the notary public for acknowledgment.
• Date of notarization must be the date that the signer(s) personally appeared which
must also be the same date the acknowledgment is completed.
• The notary public must print his or her name as it appears within his or her
commission followed by a comma and then your title (notary public).
• Print the name(s) of document signer(s) who personally appear at the time of
notarization.
• Indicate the correct singular or plural forms by crossing off incorrect forms (i.e.
h«/she/^i«yr is ) or cfrcling the correct forms. Failure to correctly indicate this
information may lead to rejection of document recording.
• The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges, re-seal if a
sufficient area permits, otherwise complete a different acknowledgment form.
• Signature of the notary public must match the signature on file with the office of
the county clerk.
• Additional information is not required but could help to ensure this
acknowledgment is not misused or attached to a different document.
• Indicate title or type of attached document, number of pages and date.
• Indicate the capacity claimed by the signer. If the claimed capacity is a
corporate officer, indicate the title (i.e. CEO, CFO, Secretary).
• Securely attach this document to the signed document
2008 Version CAPA v 12.10.07 800-873-9865 www.NotaryClasses.com
BOARD RESOLUTION OF HABITAT RESTORATION SCIENCES
DULY PASSED on September 11, 2012
APPOINTMENT OF OFFICERS
RESOLVED, that the following persons are elected to the offices Indicated next to their names to serve until their
successors shall be duly elected, unless he or she resigns, is removed from office or is otherwise disqualified from
serving as an officer ofthis corporation, to take their respective offices immediately upon such appointment:
Office Name
President Mark Girard
Vice President Kevin DeSabatino
Secretary Andrew Thomson
Chief Financial Officer Dave Carter
Assistant Secretary Pete Trotta
RESOLVED FURTHER, that the officers ofthis corporation are, and each acting alone is, hereby authorized to do
and perform any and all such acts, including execution of any and all documents and certificates, as such officers
shall deem necessary or advisable, to carry out the purposes and Intent ofthe foregoing resolutions.
RESOLVED FURTHER, that any actions taken by such officers prior to the date of the foregoing resolutions adopted
hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved as the acts
and deeds of this corporation.
It is hereby certified by the undersigned that the foregoing resolution was duly passed by the Board of Directors
ofthe above-named Company on the 11th day of September 2012, in accordance with the Memorandum or By-
Laws and Articles of Incorporation of the Company and the laws and by-laws governing the Company and that the
said resolution has been duly recorded in the Minute Book and is in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary, and affixed the corporate seal ofthe said
corporation, this day of September 19, 2012.
Andrew Thomson, Secretary
Corporate. Seal