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HomeMy WebLinkAbout2004-06-22; City Council; 17674; Esgil Corporation contractCITY OF CARLSBAD -AGENDA BILL AB# 17,674 MTG. 6/22/04 DEPT. BLD DEPT. HD. CITY ATTY. @A* CITY MGR TITLE: RENEWAL OF CONTRACT FOR BUILDING PLAN CHECK SERVICES WITH ESGIL CORPORATION RECOMMENDED ACTION: ADOPT Resolution No. building plan check services. 2004-200 APPROVING, for a one year period, the contract for ITEM EXPLANATION : The City's Building Department has, since 1980, contracted with ESGIL Corporation for building plan checks. ESGIL Corporation works only for government entities and does not work for the private sector, thereby eliminating the potential for a conflict of interest. ESGIL provides a full range of building department related services hiring only engineers who are specialists in building department plan checking. ESGlL's contract with the City has allowed considerable flexibility in processing plans, and has reduced the time necessary for plan checking when compared with the costs of providing in-house services. During the last several years of service to Carlsbad, ESGIL has had an average turn-around time for plan checks of 5.55 working days. ESGIL Corporation's contract with the City is due for renewal. Based on ESGIL's high level of service and their expertise in the area of building plan checks, staff is recommending that the proposed contract be approved, and remain in effect for a one year period with the option to extend the contract for three additional one (1) year terms. This contract is exempt from the bidding procedure under Carlsbad Municipal Code Section 3.28.100 as a sole source provider. FISCAL IMPACT: Payments made to ESGIL Corporation for plan check services are funded from the Building Department's Miscellaneous Professional Services account. Fiscal Year 2004-2005 revenues generated from Building Plan Check fees are estimated to be approximately $794,600 with payments to ESGIL projected at $450,000. EXHIBITS: 1. City Council Resolution No. 2004-200 approving the renewal of plan check services contract 2. Agreement DEPARTMENT CONTACT: Patrick Kelley, (760) 602-271 6, email address pkell@ci.carlsbad.ca.us I 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2004-200 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AN AGREEMENT BETWEEN THE CITY OF CARLSBAD AND ESGIL CORPORATION FOR BULDING PLAN CHECK SERVICES AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT. The City Council of the City of Carlsbad, California, does hereby resolve as ,,llows: 1. That the previous agreement between the City of Carlsbad and ESGIL Corporation, approved by Resolution 99- 175 adopted May 18, 1999 will terminate on June 30,2004. 2. That the agreement between the City of Carlsbad and ESGIL Corporation for building plan check services, a copy of that is attached hereto and made a part hereof, is hereby approved. 3. That the Mayor of the City of Carlsbad is hereby authorized and directed to execute said agreement for and on behalf of the City of Carlsbad. Iff Iff Iff Iff Iff Iff Iff Iff Iff Iff Iff Iff a- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a regular meeting of the City Council of the City of Carlsbad, California, held on the 22nd dayof June , 2004 by the following vote, to wit: AYES: NOES: None Council Members Lewis, Finnila, Kulchin, Hall and Packard ABSENT: None ATTEST: .<OW2 M. WOOD, City Clerk (SE 1 Resolution No. 2004-200 page 2 -2- 3 AGREEMENT FOR BUILDING PLAN CHECK SERVICES J ESGIL CORP -4 THIS AGREEMENT is made and entered into as of the d3 day of , 20-, by and between the CITY OF CARLSBAD, a municipal J Vc7e co rpo ra t io n , ("City" ) , and ES G I L Corporation ("Contractor") . RECITALS A. City requires the professional services of a plan review contractor to provide the necessary plan review services for proposed construction projects that is experienced in current building codes as adopted by the City. B. Contractor has the necessary experience in providing professional services and advice related to plan review. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: I. CONTRACTOR'S OBLIGATIONS office by meetings or by telephone. a. Perform traditional preliminary plan review consultations in Contractor's main b. Perform traditional initial plan review of submitted plans to determine compliance with City adopted Uniform Building Code, Uniform Plumbing Code, Uniform Mechanical Code, National Electric Code, and California State, Title 24 (Energy Conservation; Disabled Access; and Noise Attenuation). c. Provide the applicant's designee and the City, a typed list of items needing clarification or change to achieve conformance with the above regulations. d. Perform all necessary liaison with the applicant's designee, either by telephone, mail or meeting in ESGIL Corporation's main office, and perform all necessary rechecks to achieve conformance to the regulations. e. Perform all necessary liaisons with the Building Official or his designee, either by mail, or telephone or in ESGIL Corporation's main office, to ensure compliance with U.B.C. Section 106 and to ensure compliance with local policy interpretations. f. Perform plan reviews of revisions to plans that have previously been approved for permit issuance, or perform plan reviews of major changes to plans prior to such approval, when such major changes are not required to achieve code conformance. g. Attend meetings related to proposed building projects at the request of the Building Official at locations other than ESGIL Corporation's Plan Check office. City Attorney Approved Version #04.01.02 1 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. CITY OBLIGATIONS The City shall perform the following work: a. Obtain from the applicant, at the time of the project submittal, the necessary items to allow plan checking to be completed in the shortest overall time frame. Necessary items include, but are not limited to, complete plans, construction specifications, soil reports, Title 24 energy calculations, structural calculations, the name and address and telephone number of the applicant’s designated contact person and similar items that may be unique to a particular project. b. Provide the valuation for the proposed construction or instruct the Contractor to calculate the valuation in accordance with the City’s adopted valuation schedule. c. Provide the Contractor with copies of any City ordinances that modify the regulations listed in 1 .b. d. Collect sufficient plan check fees or deposits from project applicants to ensure the City will not suffer a loss if the applicant decides to abandon the permit process after the Contractor has completed the initial plan check. 4. PROGRESS AND COMPLETION The Contractor agrees to provide adequate resources to achieve the following service delivery goals for timely performance of the work over which the Contractor has decision authority. ITEM SERVICE GOAL - A. Buildings less than four stories A. Complete initial plan review in and of normal complexity. Fifteen work days or less. B. Buildings four or more stories B. As agreed by the City’s Building in height or of unusual complexity. Official and Contractor. 5. TERM The term of this Agreement will be effective for a period of one (I) year from the date first above written. The City Manager may amend the Agreement to extend it for three (3) additional one (I) year periods or parts thereof. Extensions will be based upon a City Attorney Approved Version #04.01.02 / 2 3 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. 6. Time is of the essence for each and every provision of this Agreement. TIME IS OF THE ESSENCE 7. COMPENSATION a. Compensation for each plan reviewed under Sections 1, a-e shall be 56% of the building permit fee calculated per Section 107 of the latest published edition of the Uniform Building Code as adopted by the City for each building plan checked. The construction valuation shall be based on the most recent valuation multiplier adopted by the City or on the architect's estimated construction cost, or on the Building Official's cost estimate. The Building Official shall have final decision authority over the value used. Plan check fee for repetitive identical buildings shall be 56% of the building permit fee as noted above for the first, or basic building, and 14% of the plan check fee as noted above for each additional building. The single fee includes all rechecks and there are no additional charges for preliminary plan check conferences at our office, expedited processing, checking plans that are eventually found to be incomplete or for the mailing of plans back to the jurisdiction. b. Compensation under Section 1, f. shall be calculated either the same as 4, a. or shall be based on Contractor's current Labor Rates Schedule. The method to be used will be at the discretion of the Contractor with the approval of the Building Official. c. Compensation for work performed under 1, g. shall be based on the attached Labor Rates Schedule (Attachment A) as modified each January I" and July 1"with approval of the Building Official. d. The Contractor shall not perform extra work without written authorization from the Building Official. 8. 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 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. City Attorney Approved Version #04.01.02 3 @ 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. 9. 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. IO. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 11. 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 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 City incurs or makes to or on behalf of an injured employee under the City’s self- administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 4 City Attorney Approved Version #04.01.02 1 12. 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-:VI'. 10.1 Coveraqes and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney 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 Liability (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 Emplover's Liabilitv. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance 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. 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 General Liability. 5 City Attorney Approved Version #04.01.02 % 10.2.2 Con tractor wil I obtain occu rren ce coverage, excl ud ing 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 of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. Providinq Certificates of Insurance and Endorsements. Prior to City's execution 10.4 Failure to Maintain Coverage. 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 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. 13. 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. 14. 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 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. 15. OWNERSHIP OF DOCUMENTS All work products 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 products 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. City Attorney Approved Version #04.01.02 6 16. 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. 17. 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: Title Building & Code Enforcement Mqr Title %?€.SZD€AJT Department Building Department Address 9320 cH&S pEf?CG J&‘? -J) City of Carlsbad SHA) VZE60, c& 42/23 Address 1635 Faradav Avenue Phone No. €358 -5LO- Carlsbad, CA 92008 Phone No. (760) 602-2716 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. 18. CONFLICT OF INTEREST City will evaluate Contractor’s duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City’s Conflict of Interest Code is required of Contractor or any of Contractor’s employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor’s affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor’s agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor’s agents, employees, City Attorney Approved Version #04.01.02 7 10 subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 19. 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 of the 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 that the services required by this Agreement. 20. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. - 21. 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 forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (1 0) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution 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. 22. 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 termination. 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 notification of termination, 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 performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City Attorney Approved Version #04.01.02 8 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. 23. 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, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 24. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City 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 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 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 City 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 Agree men t . 25. 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. 9 City Attorney Approved Version #04.01.02 \a- CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT NO. 51! Es Es#PT. fa- J26€..# personally appeared- HO mm NAME(S) OF%IGNER(S) czszsnb' personally known to me - OR - proved to me on the basis of satisfactory evidence to be the person@ whose name"are subscribed to the within instrument and ac- knowledged to me that be/s#e/tQ# executed capacity(ies), and that by tyVlyw/u signature@ on the instrument the person@, or the entity upon behalf of which the c # the same in t)&/hsV/tm authorized ed, executed the instrument. hand and official seal. - OPTIONAL SECTION - CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the document. 0 INDIVIDUAL CORPORATE OFFICER(S) JR~s :CFO TITLE(S) P4F- 0 PARTNER(S) 0 LIMITED 0 GENERAL 0 ATTORNEY-IN-FACT TRUSTEE(S) 0 GUARDIAN/CONSERVATOR 0 OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) I OPTIONAL SECTION THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT TITLE OR TYPE OF DOCUMENT&T$' &F emfwwD e-&- &,@ doc ss-es I NUMBER OF PAGES 1' DATE OF DOCUMENTW'RW +w-o a I Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form. SIGNER(S) OTHER THAN NAMED ABOVE H@dg H7-g @# d!*mh 01992 NATIONAL NOTARY ASSOCIATION 8236 Remmet Ave., P.O. Box 7184 Canoga Park, CA 91309-7184 I . t 9 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City 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 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 writing signed by both parties. 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 condifins of this Agreement. S;aREn/hAELCSf\%Z c .COn/l (e-mail address) 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, Assist ant Secretary , CFO or Assistant Treasurer 10 City Attorney Approved Version #04.01.02 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: ROmR. BALL, City Attorney By: Bep&y City Attorney 6[”3 IOq. . ARTICLES OF INCORPORATION OF ESGIL CORPORATION ONE: The name of this corporation is Esgil Corporation. TWO: The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the general Corporation Law of Calif- ornia other than the banking business, the trust company business or the practice .of a profession permitted to be incorporated by the California Corporations Code. THiiEE: The name and address in this state of the corporation's initial agent for service of process is: James Gilshian 4601 Mt. Abernathy Avenue San Diego, California, 92117 FOUR: This corporation is authorized to issue only one class of shares of stock which shall be designated common stock. The total number of shares it is author- ized to issue is 10,000. FIVE: This corporation is a close corporation. All of the corporation's issued shares of all classes shall be held of record by not more than two persons. SIX: The names and addresses of the persons who are appointed to act as the initial directors of this corporation are: game Address Richard James Esgate 731 Avalon Court San Diego , Calif. 92109 James Joseph Gilshian 4601 Mt. Abernathy Ave. 'San Diego, Calif. 92117 IN WITNESS WHEREOF. the undersigned, being all the persons named above as the initial directors, have executed these Articles of Incorporation A James Joseph Gilshian The undersigned, being all the persons named above as the initial directors, declare that they are the persons who executed the foregoing Articles of Incor- poration, which execution is their .act and deed. -c DATED: November 27, 1979 /- . 3....' ,- y:4/p5vl- .*. ' /--: ..- ,' ..' ,' .r: ++L,. . -. * 3 ;:- . .4 .. ,a ,/.e .. :.+ ..A&&. , /: .;' Richard Ja&s Esgaie