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HomeMy WebLinkAboutRBF Consulting | Michael Baker International Inc; 2012-11-28; CA899July 21, 2015 Ms. Rhonda Heather Contract Administrator City of Carlsbad 1635 Faraday Ave. Carlsbad, CA 92008 Dear Ms. Heather: • • • CONSULTING A aa. Company Please be advised that the Michael Baker family of companies has undergone an internal restructuring in connection with its "Michael Baker International" rebranding efforts. In connection with such efforts, on July 1, 2015, RBF Consulting, a California corporation ("RBF"), merged with and into Michael Baker International, Inc., a Pennsylvania corporation ("Michael Baker''). As a result of the merger, the separate legal existence of RBF ceased and Michael Baker continues as the surviving entity under the name "Michael Baker International, Inc." Michael Baker hereby requests your consent to the assignment by RBF to Michael Baker of all its rights and obligations under the agreement( s) listed on the attached Annex A (the "Assignment"). Please indicate your acknowledgement of this notice and consent to the Assignment by signing a copy of this letter in the space provided below and returning it by fax or email with the original to follow by mail, no later than August 1, 2015 to: Michael Baker International, Inc. Attention: Legal Department 500 Grant Street Pittsburgh, PA 15219 Fax: 412-918-4001 Attention: Legal Department , Email: LegaiReview@mbakercorp.com --- In addition, please copy us via email at rlucera@mbakerintl.com & tthiele@mbakerintl.com . Page2 By signing below, (a) you consent to the Assignment, including the assumption of the Agreement by Michael Baker, and confirm that no other documentation is required under the Agreement in connection with the Assignment, (b) you waive any requirement under the Agreement for such further documentation, (c) you waive any right you may have to terminate the Agreement as a result of the merger, (d) you acknowledge that you have not previously transferred, assigned or pledged your rights or obligations under the Agreement to any other person or entity, and (e) you acknowledge that the Agreement is in full force and effect and that neither party is currently in breach of any of its obligations under the Agreement. If you have any questions, please feel free to contact our office at (760) 476-9193. Sincerely, RBF Consulting ~r~h~~ Vice President CONFIRMED AND AGREED, Intending to be legally bound: City of Carlsbad I Car 1 sbad t~un i c i pa 1 By:~ Name:~w--'\...._ ~-~Qn, ~f) Title:~.,....., ~d \SA Date: ~~/15 Date: By:~~ Tim Thiele Vice President Water District By:~~-:i Name: DouNA-~M'-1 Title: l>erJuij C!N ~(L... Date: '6)Lct8'JS o Difference Subject: Michael Baker International name and logo Dear valued client and colleague: For 75 years, Michael Baker International has proud of the way "We Make a Difference" in the communities we serve. This year is a significant milestone for us as it commemorates our history of excellence and, more importantly, paves the way for our future growth and innovation. As part of this celebration, we implemented branding changes that affect the company name and logo you see on your invoices and other documents. Effective July 1, RBF Consulting will be merged into Michael Baker International, Inc. (formerly Michael Baker Inc.). The "new" Michael Baker International logo and name, which appears on this letterhead, will now be used on all documents going forward. This branding enhancement does not affect the work being performed under your contract or the people involved in your projects. We do have a new tax IP number whic.h is listed. below and should be used moving forward. Beginning July 1, 2015, please send all remittance to Michael Baker International, inc. as noted below. The Pasadena lockbox is no longer accepting payments and your check will be returned. We would prefer payment via electronic transfer if at all posstble. Electronic Transfer: Michael Baker International, Inc. Citizens Bank ABA: 036-076-150 Account: 6101710975 SWIFT: CTZIUS33 Payment via Lockbox: Michael Baker International, PO Box 515714 Los Angeles, CA 90051-5195 Michael Baker International, Inc. tax lD number: 25-1228638 Thank you for the continued opportunity to work with you and provide the services you need to deliver your projects successfully. We enjoy working with you and look forward to our future partnerships. Sincerely, Todd Lynn Vice President-Finance MBAKER!NTL.COM 500 Grant Street. Suite 5400 I Pittsburg;,, PA 15219 Office: 412.269.6300 I Fax: 412.375.3980 Exhibit "A" Assignment by RBF to Michael Baker International, Inc. The following list of RBF active, fully executed contracts are hereby assigned to Michael Baker International, Inc. in accordance with the attached RBF Assignment dated July 21, 2015, but effective as of July 1, 201S. ID Title TRAN829 Carlsbad Blvd Realignment and Land Exchange Master Agreement and all active Task Orders TRAN871 Traffic Monitoring Program CA898 Civil & Traffic Engineering Services -City of Carlsbad Master Agreement and all active Task Orders CA899 Civil & Traffic Engineering Services -Carlsbad Municipal Water District Master Agreement and all active Task Orders CA905 Storm WatE:~r Engineering Services -City of Carlsbad Master Agreement and all active Task Orders CA907 Storm WatE:~r Engineering Services-Carlsbad Municipal Water District Master Agreement and all active Task Orders TRAN1188 Civil Engineering Services TRAN1224 Monroe Street Drainage Improvement Planchecking Services (dated 6/11/15) Form -9 (Rev. December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. shown on your income tax return). Name is required on this line; not leave this line blank. c~ name/disregarded entity name, if different from above <ll ~r------------------------------------------------------------------------------------r-------------------------~ 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: 0 0 Individual/sole proprietor or 0 C Corporation 0 S Corporation 0 Partnership 0 Trust/estate single-member LLC 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3}: 0 Limited liability company. Enter the tax classification (C~c corporation, s~s corporation, P=partnership)"' Exempt payee code (if any) ___ _ ---Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner. Exemption from FATCA reporting code (if any} 5 0 Other (see instructions) "' name and address Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. 1@111 Certification Under penalties of perjury, I certify that: i. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding: and 3. I am a U.S. citizen or other U.S. person (defined below): and 4. The FATCA code(s) entered on this form {if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. Sign Here General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9. Purpose of Form An individual or entity (Form W-9 requester) who Is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer Identification number (!TIN), adoption taxpayer identification number (A TIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following: • Form 1 099-INT (interest earned or paid) • Form 1 099-DIV (dividends, including those from stocks or mutual fun<Js) • Form 1 099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1 099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1 099-S (proceeds from real estate transactions) • Form 1 099-K (merchant card and third party network transactions) Date" July I. 2015 • Form 1098 (home mortgage Interest), 1098-E (student loan irterest), 1098-T (tuition) • Form 1 099-C (canceled debt) • Form 1 099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2. By signing the filled-out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backuo withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information. Cat. No. 10231X Form W-9 (Rev. 12-2014) CERTIF~ICATE OF LIABILITY INSURANCE AGGREGATE liMIT APPLIES PER: rv!PRO· rvi POLICY L.:J JECT l.2:J LOG OTHER: !LOCATIONS I VEHICLES (ACORD .101, Additional Remarks Schedule. may be attached if more space is required I of Coverage. Michael Baker International, Inc. PO BOX 57057 Irvine CA 92619-7057 USA SHOULD ANY OF THE ABOVE DESCRIBED POLIC1f$ BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL. BE OEUVEREO IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED ©1988·2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD ' l l l 1 ! J j ' ~ j I ! AGREEMENT ANI) PLAN OF MERGER OF RBf CONSULTlNG (a California t::orporation); AND THE LPA GROUP, LLC (a Soutb (:arqlina limited UabiUty company); WITRANDINTQ MICRAltL BAJ{ER INTERNATIONAL, INC. (a Pennsylvania eol'poration) THIS AG~EMENT AND PLAN OF :MERGER (this'"Plan of Merger") is made and entered into as of the 1st day of July, 2P15, by and among Michael.Bake1· ntemational, Inc (flk/a M~chael Baker Jr.~ Inc.), a Pennsylv~~;nia corporation (the "Corporation"), F' onsultin a. California corporation and Tho LPA Group, LLC, a South Carolina limited liability company (collectively the "Merging Entities"). RECITALS WHEREAS, the Board of Directors .of the Co~poration deems it advisab 1e and in the best intel'ests of the Corporation and its sharel1older that the Mel'ging Entities be merged with and into the CorpQration (the "Merger") upon th.e tenns and conditions set forth herein and in accordance with the Pennsylvania Business Corporation Law of 1988 (the ''BCL'I), the General Corporation Law of California ("COCL'1 and the South Carolina CQde of Laws r•sc Code''); and . WHEREAS, the sole stockholder I member of each of the Merging Entities, respectively, and the sole shareholder ofthe Corpo1·ation have reviewed and approved this Plan ofMerg~r. NOW, TBl,!:REFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Merger. On the terms and. subject to the conditions contained in this Plan of Merger. th.e Merging Entities shall be merged· with and into the Corporation, and the sepatate legal existence ofeach of the Merging Entit!e.s shall thereupon cease and the Corporation shall continue as tho surviving entity under the name "Michael Baker 1ntemationa~ Inc." and shall continue to be governed by th~ laws oftbe Commonwealth ofPennsylvania (the'''Merger"). 2, Effective Tim!i). The effective time of the Merger contemplated and provided for herein shall be 11:59 p.m., July 1, 2015 (the "Effect~ve Time"). 3. A.Jticles of Incorporation; Bylaws. Fr9m and after the Effective Time, the At11cles of Incorporation and the Bylaws of the COl'POiation, each as amended to date, shall be the Articles of Incorporation and Bylaws of the surviving COl'Poration. . 4. Officers and Directol's of the Surviving Corporation. From and after the Effer;tive Time, the oftic;;s an(i directors of the Cqrporatiol~ prior to the Merger shall be the officers and directors ofthe surviving corporation. 'l .,, I I ~ 5. Convers~on ofvapitp.l,S~. At the Effective the shares ofthe Merging entities' common stock issued and outstanding immediately prior to the Effective Time shaU, without any action on the.part of the holders thereof or the Merging Entities, be canceled 'Yitlmttt consideration and redred, arid the certificates evidencing ownership thereof shall provide the 'holder with no rights or priviJeges. 6. Article:; of Merger. Prior to the Effective Time, the parties hereto shall file or cause to be filed (a) articles of merger with the Secretary of State of the Commonwealth of Pennsylvania in accordance with the :ect, (b) a certificate of merger with the Secretary of State of the State of California in accordance with the provisions of the COCL; and (c) articles of m~rger with the Secretary of State of the State of South Carolina In accordance with the SC Code. 7. J9ghts ·and Liabilities of Sun:iviug Entity:. From and after the Effective Time, subject to the terms of this Plan ofMerger, aU rights, privileges and powers of Merging Entities and all property, real, personal and mixed, and all debts due to Merging Entities as well as an other things and cau:;es ofactioQ. belonging to Merging Entities shaH be vested in the . Corporation, as the surviving entity, and shall thereafter be the property of the Corporation as if it were the party thereto, and the title to any real property vested by deed or otherwise in Merging Entities sh~,u not revert or be in any way impaired by rdason of the Merger, b.ut shall be vested in the Corporation as the surviving entity; subject to thetenns of this Plan of Merger, an rights of creditors and an lien~ upon any property of any of the parties hereto shall be preserved unimpaired, limited iln lien 'to the property affected by such lien at the Effective Time; subject to the tenns ofthis Plan of Merge1·, ail debts, liabilities and duties ofthe respective parties hereto shall henceforth attat~h to the Corporation, as the surviving ~ntity, and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it. 8. Furtber,.Ac:l§. The Corporatiory and the Merging Entities are hereby authorized, empowered and du·e,::.ted to do any and all acts and things, and to make, ex:ecute and deliver, file and record any and aU instruments, papers and docwnents which sball be or become nec-essary, proper or convenient to caey out or put into effec~ any ofth6 provisions of this Plan of Merger provided for herein. · 9.. Termination. Notwithstanding tl:le full approval and adoption of this Plan of Merger. this Plan of Merger may be terminated with the consent of all patties hereto at any time prior to the filings referenced in Section 6 hereof .. 10. ~ing La\)!. This. Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania withollt regard to any conflicts of laws principals which would cause the substantive law of anQther jurisdiction to apply. 11. Countei~. This Plan of Merger may be executed and delivered in multiple counterparts, and by the parties hereto in separate coui1terparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of counterparts via facsimile transmission or via email . with scan attachment shall be effective as if originals thereof were delivered. 2 .I .. I ! ~ I i i I l I I i I ' i I l IN WITNESS "WHEREQF, tho parties bcreto have caused this Agreem~;nt and Plan of Merger to be duly execute~ as of the .date first above written. THE CQRPpRATION: MICJI~L B.A.I<ER J.l"'T:ERNATIONAL, INC. a.Penns;Ylvanla Corpo):ation By: ft:Jii,.Ht.~ Name: H. James MoKniffi' Title: Executive Vice President, Chief Legal Officer & Corporate Secre~ary THE MERGING ENTITIES: R»F CONSULTING a California Corporation By:JU1;.M~ · Name: H. James MeKni t Title: Bxecutive Vice President. Chief Legal Officer & Corporate Secretary THE LPA GROlJPs LLC a South Carolina limited Jiability company . . By:H:~~ Name: H. James MoKnig Title: Executive Vice !:'resident, 'Chief Lega 1 Officer & Co~porate SeCl:etary [SfGNATUR! PAGB TO MICHAEL BAKER INU!RNA TIONAJ., INC, 1\GREBMENT AND PLAN OP MBRGERl ft J • .. t 'l ' • • ~ • OFFICER1S CERTIFICATE Michael Baker International, Inc. 0 '2.99 I H. James McKnight hereby certify that: 1. I am the Executive Vice President, Chief Legal Officer & Corporate Secretary of Michael Baker lnt.ernational, Inc., a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania. 2. The total number of outstanding shares of each class of the corporation entitled to vote on the merger is as follows: Total No. of Shares Entitled to Vote Common Stock one (1) share 3. The principal terms of the agreement of merger in the form attached were approved by the sh~1reholders of this corporation by a vote of the number of shares of each class which equaled or exceeded the vote required by each class to approve the· agreement of merge~r. 4. Each class entitled to vote and the minimum percentage vote of each class is as follows: · Class Common Stock Minimum Percentage Vote 50.1% I further declare under penalty of pe~ury under the laws of the State of California under the laws of the State of California that the matters set forth in this certificate are true and correct of c1ur own knowledge. DATE: JulY. 1. 2015 BY' ft:j.,Mt~ - Name: fl. James,~i;K11i~ .: .. : . · Title: Executive Vice President, Chief Legal Officer & Corporate Secretary 'I "'. • OFFICER'S CERTIFICATE RBF Consulting 1 H. James McKnight hereby certifY that: l . I am the Executive Vice President, Chief Legal Officer & Corporate Secretary of RBF Consulting, a corporation duly organized and existing under the laws of the state of California. 2. The total number of outstanding shares of each class of the corporation entitled to vote on the merger is as follows: Total No. of Shares Entitled to Vote Common Stock 987,409 3. The principal terms of the agreement of merger in the form attached were approved by the shareholders ofthis corporation by the unanimous vote of aU of the issued and outstanding shares of capital stock of the corporation. 4. Each class entitled to vote and the minimum percentage vote of each class is as follows: Minimum Percentage Vote Common Stock 100% I further declare under penalty of perjury under the laws of the State of California under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. DATE: July 1, 4015 Title: Executive Vice .President, Chief Legal Officer & Corporate Secretary State of California !Secretary of State Certificate of Merger (Cslifomia Corporations Code sec!lons OBSME:RG 1113(g), S203(g),S019.11 ao1~.1,S640,12540.i, 15911.14,16~1S(b}and 17110.14) IMPORTANT-:-Read· alllristructions befor& 'completing this form.· ·1. NAME OF SlJ!Wl\IING ENTI'IY Michael Baker In!mlill.fona!, lnc. · 5.· NAME Of OlSAPPEARlNS !WTITY RBf C<msuiting z. TYPE OF emrrv Corporation 6. ·TYf'f;,OF ElfliW COrporation ~. CASECRSTAI'l.V9f'STi\lEI'II.ENUMBER 4. JURIS!liOTIDN I 003244 Pennsyl~<nla 7.-CA.SECR.ETARYOf!lTATEFli.ENUhl!lER s. JVRISO!CTION C0423965 Qlllfllmia 9. THE PRIMCIPA!. TERMS OFTHEAGR~ OF MERGE."l WERE M'f'?.tl'J!ID BY A VOTE OF TilE !>JUM!!ER OF fNTt.REs7S OR. SHAAES OF&.cli Cl-ASS THAT • EOU•.LEP OR EXCEEDED THE VOTE fll;Q\.IIRSD. (IF A VOTE WAS REQUIRED, 4/'B;;IFY 'THE ClASS AND THE NUMBER 01' Ot/TSTANOJNG 1Nii:P.5STS OF EACH ClASS ENTI'il.ED TCI VOTE DtJ. THE Mt;RSER AND Tl'llii:PERCENTAGEVOTE RB:IUIRED OF EI<CH CI.ASS. AITACHf,OOmONAt PAGE'S, IF NeEDED.) Ja!.!f00\11NG EN'irr'( ~l§At'PMB!NG' l=:ffU!Y MID One (I) shm'c of common stock !00% 987,499 shll:l'es of common stock PERC§':!TAG!l VO')'E REQUlllBJ 100% 10. If' f.QUm' llECURJTII:S OF A PIJ<!::'NT PAATY Ar<E TO~ ISSUED INThiE MER!lER. CHECK THEAPPI.lCI\ELE s;,o;rEMENT-0 ND \/ole or lhe shareholders ofiha par~nt patty was requir<Jd. D Ttlg ff<qt1lted vote~~ the sharsholcler,; of !he pare;n[ party was obtained --11. IF THE SU!'tVIV!NG El')Tm IS A DOMESTIC Ul\\lro:l LIAllLrrr' COMPANY, UMliE!) PAJ'irnERSI!IP, OR P AR'IiiEP.SHiP, I'ROVJDE THE !'IB;II.JISllE C!Vl.NGEB !II: 1\NVj jO THE INfORMATION SET FORTH lt>l jliE SUiVIVJNG f!NTJiYS A!mc:t.E:S OF ORGANIZATION, CE!ffiRCiA'rf. OF !..IMITEO FAATNE'RSHIP OR STATEMENT OF PAAiNERSHIP AIJTHORlTY RElstll TlNG R'lOM THE I'IIERGJ:R AiTAtti I\ODJTJONAL P.'IGe.S, IF teC!:l!SAl<'f. 13. OTHER INFORW\TiON RE,OU!REO TO BE STATE!> IH THe CERTifiCATE ElfnTY IS ORGAN!Za). A'ITACH ADPffiOJ.l~ PAGES, ll'NS:E!lSAAV. . CITY liND STAT£! ZiP CODE 14. STA'TIJTORY oR OTHER e.~SIS U~IDER WHICH A For<EJGN OlliER !!US!NES1! EtfmYIS At!THORIZEC'TOEB:ECT 15. I'I.1'I11Re El'f'ECTNF. DATE, IF AN1 THE M~.!'tGER. . . Section 33-44-905 ofthe 1976 South Carolina Code of~Jaws, as amended r--------·----:-----------'----~~---'~----~---------11 liS. AD!lrtlONA!. lt-'FORMI\11C>N SET I'Oi'fl'H ON AITACHED PAGES, IF AAf{, IS INCORFORAT'.iD HEREIN llY THIS REFERENCE AND MADE PAR.T OF 1'HIS ' ___ ,-... __ ......... ___ _ OE!<TIFJCATE. • __ .-------------f. """''*""""""'"""''"""',.....t.r-:;1Jd:.l!r' H. James McKnight, EX& VP &. Sa~creta;;;:·;:;;;ry~-="' TYPE OR P.Ril>"T NM'J;; I\ till Ti1iJ! OF ~\1Tli0R1Zetl Pj!l'!SON I Is H. James McKrilght, Exec VP &. ~lary ~~;;;-;;;"'"';n;;""'"'"'~H:f:r;ri,E. TYPE OR Pf'IN'T NI\ME ANO 1i'!1.E OF I\\Jili0RIZ£ll FER5011 15" H. Jamel! McKnight, f;x«: YP &. secretary ~~===c;;"C'::;:;r.;;f;/--#)E Tl'PE on PI<INJ NAME AND Tlll.E OF AUTHORIZ.ED f'ERSCM' Fllr an entity l11at is a business sl, r~ai es'.ate lnves:ment wst or an uniOOOfP.O!B!ed atsoclslicn, sel forth tt•e prol/ielon !Jflaw or.other tr.;sls ror lhe ~uthorily of lf'le person sl~nlng: ----------- Ol!EMERGefl·1 (RE:V0112D15) . .........,.;, . I . . . j I I J Addendum to Califot'Tlia Certificate of Merger RBF Consulting, a California corporation and The LPA Group, LLC, a South Carolina limited liability company with and into Michael .Baker International; ~c., a Pennsylvania corporation Additional hlfonnation TheJ..PAGro LLC TYPE QP ffi;ITITY CA SECUTARY OF STATE FU..E # JURISDICTION NIA Limited Uitbi,lity South Carolina Co an THJ,3 PRINCIPAL TEaMS OF THB AGR~6MBNT OF MERGER. WERE APPROVED BY A VOTB OF Tim NUMBER OF INTERESTS OR SHA.J(ES OF EACH ~[,.ASS THAT EQUALED OR. EXCEEDED THE VOTE REQ'OffiED •. ~lSA~PEARruQ :mJ'WY The LPA Gl"oup, Ll,.C CLASS AND NUMBER AND fE.Jl.QBNTAQE Vp'fB REQUIRE.D 1,000 shares of common steele .SO. I% The Agreement of Merger was approved by the umuilinous vote of all of the issued and outstanding shares of capital stock of The LP A G1·oup, LLC I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT TIIE FOR.EGOINO IS TR.UB AND CORRECT OF MY OWN KNOWLEDGE. I D.aCLARE I AM THE PERSON WO EXEClrrED THIS INSTRUMENT, WHJCH EXECUTION IS MY ACT AND PEED. THE LPA GROUP, LLC (Disappearing Entity) Br.~ N~ne: H .. James MoKni . Tit!~; Executive VIce Piesident, Chief Legal Officer & Corporate .Secretary ..... 4 l6t Date: __ ....,... ___ , __ _ ·~ ~ADIUA, Sec.Mary t:lf state CA899 MASTER AGREEMENT FOR CIVIL AND TRAFFIC ENGINEERING SERVICES (RBF CONSULTING) AGREEMENT is made and entered into as of the day of ^ic^ 20^ by and between the CARLSBAD MUNICIPAL WATER DISTItlCT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, hereinafter referred to as "CMWD", and RBF CONSULTING, a California corporation, hereinafter referred to as "Contractor." RECITALS A. CMWD requires the professional services of an engineering consultant that is experienced in civil and traffic engineering. B. The professional services are required on a non-exclusive, project-by-project basis. C. Contractor has the necessary experience in providing professional services and advice related to civil and traffic engineering. D. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. Contractor's obligations with respect to any project granted to Contractor under this Agreement will be as specified in the Task Description for the project (see paragraph 5 below). 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three years starting from the date first written above. 4. PROGRESS AND COMPLETION The work for any project granted to Contractor pursuant to this Agreement will begin within ten (10) days after receipt of notification to proceed by CMWD and be completed within the time specified in the Task Description for the project (see paragraph 5 below). Extensions of time for a specific Task Description may be granted if requested by Contractor and agreed to in writing by the Executive Manager (or designee) or General Manager of CMWD as authorized by the Executive Manager ("General Manager"). The Executive Manager (or designee) or General Manager will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of Contractor, or delays caused by CMWD inaction or other agencies' lack of timely action. In no event shall a specific Task Description exceed the term of this Agreement. 1 General Counsel Approved Version 2/17/12 5. COMPENSATION The cumulative total for all projects allowed pursuant to this Agreement will not exceed one hundred thousand dollars ($100,000) for the term of the agreement; the totat amount allowed per Project Task Description and Fee Allotment will not exceed one hundred thousand dollars ($100,000). Fees will be paid on a project-by-project basis and will be based on Contractor's Schedule of Rates specified in Exhibit "A". Prior to initiation of any project work by Contractor, CMWD shall prepare a Project Task Description and Fee Allotment (the "Task Description") which, upon signature by Contractor and for CMWD, the Executive Manager (or designee) or General Manager, will be considered a part of this Agreement. The Task Description will include a detailed scope of services for the particular project being considered and a statement of Contractor's fee to complete the project in accordance with the specified scope of services. The Task Description will also include a description of the method of payment and will be based upon an hourly rate, percentage of project complete, completion of specific project tasks or a combination thereof. 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless CMWD and the City of Carlsbad 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 2 General Counsel Approved Version 2/17/12 caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense CMWD or the City of Carlsbad incurs or makes to or on behalf of an injured employee under CMWD'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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VH" OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or Executive Manager for CMWD approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate. Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. I I If box is checked. Professional Liability CMWD's Initials Contractor's Initials Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 3 General Counsel Approved Version 2/17/12 10.2.1 CMWD will be named as an additional insured on General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. CMWD reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of CMWD during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of alt work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work product produced by Contractor or its agents, emptoyees and subcontractors pursuant to this Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that alt copyrights that arise from the services will be vested in CMWD and Contractor relinquishes all claims to the copyrights in favor of CMWD. General Counsel Approved Version 2/17/12 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of CMWD and on behalf of Contractor under this Agreement. For CMWD: For Contractor: Name Glenn Pruim Name Tim Thiele Title Utilities Director Title Project Manager Dept. Utilities Address 5050 Avenida Encinas, Suite 260 Carlsbad Municipal Water District Carlsbad, CA 92008-4386 Address 1635 Faraday Avenue Phone (760) 603-6243 Carlsbad CA, 92008 Email tthiele@rbf.com Phone (760) 602-2768 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. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the Clerk for the City of Carlsbad in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in alt four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements ofthe Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of alt agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or CMWD will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be fonA/arded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter wilt reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the Executive Manager. The Executive Manager wilt consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such General Counsel Approved Version 2/17/12 cases, the action of the Executive Manager will be binding upon the parties involved, although nothing in this procedure wilt prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, CMWD will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or othenA/ise recover, the full amount ofthe fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. General Counsel Approved Version 2/17/12 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement wilt be binding upon CMWD and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// 7 General Counsel Approved Version 2/17/12 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this 27th day of September .. 20 12 CONTRACTOR RBF CONSULTING, a California corporation CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad By: (sign here) ^ I (print name/title) ATTEST: here) (print name/title) LOR Secretary - Kc: CD If required by CMWD, proper notanal acknowledgment of execution by c^nftnaotoY must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel Assistant General Counsel General Counsel Approved Version 2/17/12 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 State of California County of €)PrM DlE-GiD^ (LA On ^li-'^ll^ before me, PW:)^2€A SftMpgl^S-^j » DatS personally appeared Here Insert Name and Title of the Officer Name(s) of Signer(s) ANDREA SANDERS Commission # 1947527 Notary Public - California z San Diego County g My Comm. Expires Aug 11.20151 who proved to me on the basis of satisfactory evidence to be the person(e) whose name(&) is/are subscribed to the within instrument and acknowledged to me that he/sho/thoy executed the same in his/hor/thoir authorized capacity(ie9)-, and that by his/hor/thetf signature(«) on the instrument the person(-©), or the entity upon behalf of which the person(9) 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 h^d and official seal. Place Notary Seal Above Signature: OPTIONAL — Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document LOATS>2- p>\^'iy^i(^ Title or Type of Document: lX\ft(6TOe Pr(^/2^m OaT. £M(S. iCSS - POilnCl/>m Document Date: Kk'T ^IVpeQ^T^rAg Qp-SidA(/AJ6s Slgner(s) Other Than Named Above: Number of Pages: 8 Capacity(ies) Claimed by Signer(s) Signer's Name: S CQTT" LC^ Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here ^Corporate Officer - Title(s): ^JiCe ?k&>idQi^r' • Individual • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: •'•Si Signer's Name: • Corporate Officer — Title(s): • Individual • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: RIGHT THUMBPRINT OF SIGNER Top of thumb here ©2010 National Notary Association • NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California Orange County of Septennber 28, 2012 } On Date personally appeared before me, Kim Hartsfield, Notary Public Here Insert Name and Title of the Officer Michael V. Valenza Name(s) of Slgner(s) I KIM HARTSFIELO Commission # 1824540 Notary Public - California z ^ Orange County g »Comm. Expires Nov 25.20121 Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the personj^whose name(^ is/^t^subscribed to the within instrument and acknowledged to me that he/^j5*^th6y executed the same in his/hsK/tlsk^ authorized capacity(ii^, and that by his/hfl!fc/thfeir 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 hanp and official seal. Signature. Signature of Nfitajy Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Master Agreennent - City of Carlsbad Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Number of Pages: Capaclty(ies) Claimed by Signer(s) Michael V. Valenza Corporate Officer — Title(s): Vice President Partner — • Limited • General Attorney in Fact Trustee Guardian or Conservator Other: Signer's Name: • Individual • • • • • RIGHTTHUMBPRINT OF SIGNER Top of thumb here Signer Is Representing: RBF Cunsulliiiy Signer's Name: • Individual • Corporate Officer — Title(s): • Partner — • Limited • General • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER Top of thumb here ©2007 National Notary Association • 9350 De Soto Ave., RO. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toil-Free 1 -800-876-6827 Ik ¥ fc, »' fc fc. fc. #' fc fc i»' fc «f fc fc, fc fc fc «^ fc. ». ». If' fc. Ik CARLSBAD Master Agreement Consulting Services Civil an(i Traffic Engineering EXHIBIT A RATE SCHEDULE RBF CC3NSUITIMG The rate schedule below indicates hourly billing rates for each member of the project team. These rates will be valid from the date of delivery of this SOQ (May 23, 2012) through December 31, 2015. OFFICE PERSONNEL S / hour Principal / Vice President 225.00 Project IVIanager 195.00 Task Manager 180.00 Project Engineer 145.00 Landscape Architect 145.00 Transportation Planner 135.00 Design Engineer ....135.00 Designer/Planner 118.00 FIELD PERSONNEL $/hour 2-Person Survey Crew 250.00 Licensed Surveyor 175.00 Field Supervisor 170.00 OTHER SERVICES AND FEES ^/hour Clerical/Word Processing 63.00 Vehicle Mileage 0.60/Mile Blueprinting, reproduction, messenger service and other direct expenses will be charged as an additional cost plus 10%. A subconsultant management fee of 10% will be added to the direct cost of all subconsultant services to provide for the cost of administration, subconsultant consultation and insurance. DIGITAL PREviiimi' The rate schedule below indicates hourly billing rates for each member of the project team. These rates will be valid from the date of delivery of this SOQ (May 23, 2012) through December 31, 2015. PERSONNEL S / hour Project Manager 110.00 OTHER SERVICES AND FEES $ / hour Vehicle Mileage 0.60/Mile Blueprinting, reproduction, messenger service and other direct expenses will be charged as an additional cost plus 10%. CONSUl-TtNCS |conip»r>v 16 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: Marshall Plantz/Transportation, Bill Plummer/Utilities October 16,2012 (Name and Department) Date Proposed modification(s) to the Prof. Liability requirement(s) for Master/Civil & Traffic Engr Svcs-CA898-City; {^3p CA899-CMWD Master/Storm Water Engr Svcs - CA905-City; CA907-CMWD (Type of insurance) (Name of contract) O Reduce coverage to the amount of: n Waive coverage H Other: Waive requirement of surplus lines carrier on the LASLI (formerly LESLI) FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) nsignificance of Contractor: Contractor has previous experience with the City that is important to the efTiciency of completing the scope of work and the quality of the work-product, [explain] nsignificance of Contractor: Contractor has unique skills and there are few if any altematives. [explain: include number of candidates RFP sent to and number responded if applicable] OContract Amount/Term of Contract: $ . Work will be completed over a period of nProfessional Liability coverage is not available to this contractor or would increase the cost of the contract by % [explain]. ' I^Other (e.g. explain whv exposures are minimal, how exposures are covered in another policv, exposure control mechanisms, and any other information pertinent to vour request): Under the Nonadmitted and Reinsurance Refonn Act (NRRA). as part of the Dodd-Frank Act and implemented in Insurance Code Section 1765.L ''alien" nonadmitted insurers listed on the NAIC's (National Association oflnsurance Commissioners) Ouarterly List of Alien Insurers are eligible to accept placements of Califomia risks from surplus lines brokers, llie federal action provides for the national listing, thereby allowing alien carriers to avoid individual filing requirements in each state such as those to be included on the LASLI (formerly LESLI). As of January 30. 2012 Lloyds of London/Beazlev syndicate voluntarily removed itself from the LASLL electing to rely on inclusion on the Quarterly List of Alien Insurers to provide insurance for Califomia risks from surplus lines brokers. Llovds has made a filing in Califomia that permits the Department oflnsurance to "recognize'' Lloyd's syndicates in the event of an inquiry from a broker or a member ofthe public. However, the extent to which standards for a surplus lines carrier on the LASLI (List of Approved Surplus Lines Insurers) versus those on the Ouarterly List of Alien Insurers is unclear as ofthe writing of this waiver and in recent articles appearing in the Insurance Joumal it appears that the state's implementing legislation has resulted in issues that may need to be resolved in court. In any case, there is confusion among brokers and clients because there are now 2 lists in the state, one with ''approved" surplus lines carriers and the other, the national list of''eligible" surplus lines carriers. Apparently Lloyds is trying to work with the state to sort out some ofthe confusion ad it can be anticipated that there will be more to come on this matter. In the meantime. Lloyds of London/Beazlev syndicate has and continues to be the carrier for RBF for its professional liability insurance, it was on the LASLI until it reqiiested removal, and it is the carrier for the contractor with significant ongoing proiects in the City. It is requested Lloyds of London/Beazlev syndicate be accepted as the carrier for professional liability insurance for RBF. Approved bv Risk Manager for these 4 contracts onlv: (Signature) (Date) H:\WORD\Insurance\Adniin Order #68 waiver modify insurance requirements.doc 06/15/2006