Loading...
HomeMy WebLinkAboutRBF | Michael Baker International Inc; 2015-03-23; TRAN1188AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR CIVIL ENGINEERING SERVICES MICHAEL BAKER INTERNATIONAL, INC. TRAN1188 ~~s Y,endment No. 1 is entered into and effective as of the ,#day of tl,/C.~tfffr',/-, 2015, extending the agreement dated March 23, 2015 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and MICHAEL BAKER INTERNATIONAL, INC. a Pennsylvania corporation, ("Contractor") (collectively, the "Parties") for engineering support services during construction. RECITALS A. On August 28, 2015, the Parties executed an Assignment and Assumption Letter assigning the RBF Agreement for Civil Engineering Services to Michael Baker International, Inc.; and B. The Parties desire to extend the Agreement for a period of six (6) months. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of six (6) months ending on March 22, 2016. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. Ill Ill Ill Ill Ill /II Ill Ill Ill City Attorney Approved Version 1/30/13 TRAN1188 4. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. (sign he e IVt>V I~ ~-{.; . CITY OF CARLSBAD, a municipal corporation of the State of California If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A 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: / CELIA A. BREWER, City Attorney City Attorney Approved Version 1/30/13 2 July 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 TRAN1188 AGREEMENT FOR CIVIL ENGINEERING SERVICES RBF CONSULTING - .iTHIS AGREEMENT is made and entered into as of the pU.'S day of n/\jsl I^OA/ , 2015, by and between the CITY OF CARLSBAD, a municipal cotporation, ("City"'), and RBF CONSULTING, a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in civil engineering. B. Contractor has the necessary experience in providing professional services and advice related to civil engineering design and construction support. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein. City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 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 six (6) months from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional six (6) month period or parts thereof in an amount not to exceed fifteen thousand dollars ($15,000) per Agreement six (6) month period. Extensions will be based upon a satisfactory review of Contractor's performance. City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be twelve thousand dollars ($12,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 1/30/13 TRAN 1188 6. STATUS OF CONTFtACTOR 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 City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City 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 City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election. City 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 City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City 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 City. 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 City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or eariy 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 City Attorney Approved Version 1/30/13 TRAN 1188 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 Coveraaes and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, 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 City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer'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 City'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 City'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: 10.2.1 The City will be named as an additional insured on Commercial 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 City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providinq Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coveraqe. If Contractor fails to maintain any of these insurance coverages, then City 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 City Attorney Approved Version 1/30/13 TRAN 1188 the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City 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. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carisbad 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 cleariy idenfifiable. Contractor will allow a representative of City 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 all 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 City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv For Contractor Name Sherri Howard Name Richard Lucera Title Associate Engineer Title Vice President Department PW - Transportation Address 5050 Avenida Encinas Suite 200 City of Carlsbad Carisbad, CA 92008 Address 1635 Faraday Avenue Phone No. 760-476-9193 Carisbad, CA 92008 Email riucera(S).rbf.com Phone No. 760-602-2756 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. City Attorney Approved Version 1/30/13 TRAN 1188 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPUANCE 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 ofthe 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 all 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 City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be fonwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representafive receiving the letter will reply to the letter along with a recommended method of resolufion within ten (10) business days. Ifthe resolufion thus obtained is unsafisfactory to the aggrieved party, a letter oufiining the disputes will be fonwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solufion to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will 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, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the terminafion. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon nofification of terminafion, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has pertormed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment ofthe 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 City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. 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. City will make the final determination as to the portions of tasks completed and the compensation to be made. City Attorney Approved Version 1/30/13 TRAN 1188 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 considerafion confingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty. City will have the right to annul this Agreement without liability, or, in its discrefion, to deduct from the Agreement price or consideration, or othenwise recover, the full amount of the 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 City must be asserted as part ofthe Agreement process as set forth in this Agreement and not in anficipafion of litigafion or in conjunction with lifigation. Contractor acknowledges that if a false claim is submitted to City, 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 penalfies 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 City seeks to recover penalties pursuant to the False Claims Act, it is entified to recover its lifigafion costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrafive 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 jurisdicfion is grounds for City to terminate this Agreement. 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 will be binding upon City and Contractor and their respecfive 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 City, 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 wrifing signed by both parties. /// /// City Attorney Approved Version 1/30/13 TRAN1188 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. CONTRACTOR CITY OF CARLSBAD, a municipal RBF CONSULTING, a Califomia corporation of the State of Califomia corporafion as authonzed by Cjty Manager or Mayor ef-Division Director as authorized by the City Manager omas By: (print name/title) (sign herejf^^ H.'JaMeS HgKhiflL^/ h^eCu-TiVC Vice pR6SvN^tN^r, (printname/title)-i'' ' Cv^i^P LbGl^L. Oi^P^cev^ Ai^b ^^ssisrAKiT coepoeATt secRtr-rAe^y If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolufion certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney Assistant City Attorne City Attorney Approved Version 1/30/13 EXHIBITA February 2,2015 Sheni Howard City of Carlsbad 1635 Faraday Ave. Carlsbad, CA 92008 Subject: Constructfon and Bid Support Sen/ices for Dwg. No. 457-4H Dear Sheni: RBF is pleased to present you vwth the scope for construction and bid support services for the Northwest Quadrant Stomi Drain Improvement Program. These sen/ices are related to the recently finalized Dwg. No. 457-4H (Grand Avenue). If you should have any questions or comments, please contact me directly at (760) 476-9193, or via email at rlucera@rbf.com. Sincerely, Rich Lucera, PE Vice Presklent Stormwater Management PLANNINQ • OeSIBN • CONSTRUCTION 5050 AvenldB Endnas. Slits 200, Carisbad. CMxnia S2008 .760.476.9103 . FAX 760.476.9188 Oflces located IhnxighoutCaSfOmla, Arizona & Nevada • wNM.RBF.cam RBF Consulting February 2, 2015 NW Quadrant Drainage Improvements - Grand Avenue Construcfion Support EXHIBITA Scope of Services TASK 1 CONSTRUCTION SUPPORT (DWG. NO. 457-4H) The Consultant will provide up to 90 hours of construction and bid support for Dwg. No. 457-4H. Support services may include, but are not limited to, response to RFls, design changes resulting from unanticipated field conditions, and client driven design changes. Work can begin immediately following Client approval of this agreement and is anticipated to last tiirough July 2016 (estimated end of construction). ADDITIONAL SERVICES Services that are not specifically identified herein as services to be performed by RBF Consulting or its consultants are considered "Additional Services" for purposes of this scope of services. Client may request that RBF Consulting perfonn services that are Additional Services, however, RBF Consulting is not obligated to perform such Additional Services unless an amendment to this work request has been fully executed setting forth the scope, schedule, and fee fbr such Additional Services. A-1 RBF Consulting Febmary 2, 2015 NW Quadrant Drainage Improvements - Grand Avenue Construction Support EXHIBIT B Proposed Compensation Client agrees to compensate Consultant for such sen/ices as indicated below: Monthly on a time and materials basis not to exceed the following schedule of compensation. In addition to the indicated fees, reimbursable expenses such as reproduction shall be billed at cost plus 10% handling. NORTHWEST QUADRANT DRAINAGE IMPROVEMENTS Task 1 Construction Support (Dwg. No. 457-4H) $12.000 TOTAL $12,000 Progress billings will be fonwarded to Client on a monthly basis. These billings will include the fees earned for the billing period plus all direct costs advanced by Consultant. Client will make every reasonable effort to review invoices within fifteen (15) working days from date of receipt of the invoices and notify Consultant In vwiting of all items that are alleged to be incorrect. B-1 Donna Heraty From: Donna Heraty Sent: Tuesday, March 31, 2015 3:49 PM To: 'riucera@rbf.com' Cc: Rhonda Gasper-Heather; Shelley Collins; Sherry Freisinger Subject: Form 700 - Conflict of Interest Dear Consultant: Regarding your agreement with the City of Carlsbad for civil engineering services, TRAN1188 - // your agreement states: Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements ofthe City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interest in all four categories. It has been determined by the City Clerk's Office that you are not required to file a Conflict of Interest Statement for this agreement with the City of Carisbad. A copy of this email will be added to your file memorializing this decision. Should you have any questions, please do not hesitate to contact me. Kindest regards, Ccityof Carlsbad Shelley Collins, CMC Assistant City Clerk City Clerk's Office City of Carisbad 1200 Carisbad Village Drive Carlsbad, CA 92008-1949 www.carisbadca.KOv 760-434-2917 I Shellev.Collins(S)carisbadca.gov Connectn^r/; us Facebook | Twitter | You Tube | Flickr ] Pinterest | Enews