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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 Tracking #:PKRC524 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 Tracking #:PKRC524 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 Tracking #:PKRC524 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 n c •5 S O <u ^> §2 <D O O <» «*- <D «rf ra P ?.E ^6 £5 1^ ra c > 0) 5 = z O 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