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HomeMy WebLinkAbout2005-03-22; City Council; 18032; Reimbursement for Interceptor Sewer Poinsettia9B# 18,032 - TITLE: APPROVE AND AUTHORIZE EXECUTION OF RATIFICATION OF AGREEMENT FOR REIMBURSEMENT OF COSTS FOR THE POINSETTIA PROPERTIES PLANNING AREAS 2,3, AND 4, WL HOMES, LLC. PROJECT NO. 38101 WTG. 3/22/05 CONSTRUCTiON OF THE iNTERcEPToR SEWER PiPELtNE WITHIN CARLSBAD TRACT CT 00-16 (WATERS END) WITH IEPT. ENG RECOMMENDED ACTION: DEPT. HD. CITY ATw. CITY MGR. Adopt Resolution No. 2005-080 to approve and authorize execution of a reimbursement agreement with WL Homes LLC d.b.a. John Laing Homes - South Coast Division, for interceptor sewer pipeline improvements within Poinsettia Properties Planning Areas 2, 3, and 4, Carlsbad Tract CT 00-1 6 (Waters End), Project No.38101. ITEM EXPLANATION: WL Homes (“Developer”) developed Poinsettia Properties Planning Areas 2, 3, and 4, Carlsbad Tract No. 00-1 6 (“the Project”). Developer agreed to provide improvements to the existing North Batiquitos Interceptor Sewer (NBIS) located in Poinsettia Lane in accordance with Sections 66485 and 66486 of the Subdivision Map Act. Staff agreed to process a reimbursement agreement for Council approval; however, due to workload issues, the time for processing such agreement was outside the time frame desired by the Developer. The Developer agreed to assume the financial risk for the construction of improvements to the NBlS without benefit of Council approval of the reimbursement request with the understanding that Developer would be allowed to process a request for reimbursement of costs upon completion of the work. The NBlS conveys wastewater from Carlsbad properties south of Aviara Parkway and west of El Camino Real to the Encina Water Pollution Control Facility. The improvements provided realignment to a portion of the existing NBIS located in Poinsettia Lane just east of the railroad right-of-way. Relocation of that portion of the interceptor was necessary due to limited access for its maintenance. The Poinsettia Lane bridge improvements, which conflicted with the interceptor alignment, accelerated the need for its relocation. The improvements included the construction of 667 lineal feet of 21-inch diameter interceptor sewer pipeline and access holes within the subdivision. The improvements were designed and constructed by the Developer. The Engineering Department has audited the costs submitted by the Developer, and concurs with the amount requested for reimbursement, which is $1 11,520.50. Developer is now requesting the City approval of a ratification of the agreement for reimbursement of costs for the completed work. ENVIRONMENTAL REVIEW: The Project was included in the Program EIR (EIR 96-01) prepared for the Poinsettia Properties Specific Plan certified in January 1998. No further CEQA compliance would be required for those activities having no effect beyond those analyzed in the Program EIR. Page 2 of Agenda Bill No. 18,032 Reimbursable Costs 1. Furnish and Install 667 Lineal Ft. of 21-Inch Pipeline 2. Overhead Allowance (5%) TOTAL REIMBURSEMENT COST CURRENT BALANCE OF APPROPRIATED FUNDS FISCAL IMPACT: $1 06,210.00 $531 0.50 $1 11,520.50 $230,956.97 The total cost for the work covered by the reimbursement agreement is $1 11,520.50 and will be paid from the Sewer Replacement Fund. There are sufficient appropriations available for the reimbursement cost, see Table 1 EXHIBITS: 1. Location Map. 2. Resolution No. 2005-080 to approve and authorize execution of Ratification of Agreement for Reimbursement of Costs for the Construction of the Interceptor Sewer within Poinsettia Properties Planning Areas 2, 3, and 4, Carlsbad Tract CT 00-16 (Waters End), WL Homes LLC d.b.a. John Laing Homes - South Coast Division) Project No.38101. 3. Ratification of Agreement for Reimbursement of Costs for the Construction of Interceptor Sewer Pipeline within Poinsettia Properties Planning Areas 2, 3, and 4, Carlsbad Tract CT 00-16 (Waters End) WL Homes LLC d.b.a. John Laing Homes - South Coast Division) Project No.38101. DEPARTMENT CONTACT: Mark Biskup, (760) 602-2763, mbisc@ci.carlsbad.ca.us LOCATION MAP PROJECT NAME: 27"DIAMETER INTERCEPTOR SEWER PIPELINE PROJECT N u M BE R cp 38101 ALlGNMENT WITHIN POINSETTIA PROPERTIES P.A. 2,3,&4 CARLSBAD TRACT CT 00-76, WATERS END EXHIBIT I 3 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. 2005-080 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, TO APPROVE AND AUTHORIZE EXECUTION OF RATIFICATION OF AGREEMENT FOR REIMBUSEMENT OF COSTS FOR CONSTRUCITON OF THE INTERCEPTOR SEWER WITHIN POINSETTIA PROPERTIES WITH WL HOMES, LLC. PLANNING AREAS 2, 3, AND 4, CARLSBAD TRACT CT 00-16 WHEREAS, WL Homes LLC d.b.a. John Laing Homes - South Coast Division (Developer) IS the developer of the Poinsettia Properties Planning Areas 2, 3, and 4, Carlsbad Tract CT 00-16 (Waters End) project; and WHEREAS, at the request of the CITY, Developer built a 21-inch diameter sewer pipeline in Waters End pursuant to Government Code Section 66485; and WHEREAS, Developer, has requested the City Council approval for a ratification of agreement for reimbursement pursuant to Government Code Section 66486; and WHEREAS, Developer has submitted documentation of costs for the construction of the 21-inch diameter sewer pipeline; and WHEREAS, City Engineering staff has audited the submitted documentation of reimbursable costs for the construction of the sewer pipeline and concurs with these costs ; and WHEREAS, there are sufficient Sewer Replacement Funds available to pay for the sewer pipeline. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. VI '11 VI VI Ill Ill VI VI Ill 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 2. That the ratification of agreement between the CITY and WL Homes LLC d.b.a. John Laing Homes - South Coast Division for the Reimbursement of Costs for the Construction of the Interceptor Sewer Pipeline within Waters End for the value of $1 11,520.50 is hereby approved and the Mayor is authorized to execute said agreement on behalf of the City of Carlsbad. PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council leld on the 22nd dayof MARCH , 2005 by the following vote, to wit: AYES: Council Members Lewis, Hall, Kulchin, Packard, Sigafoose NOES: None ABSENT: None 4TTEST (SEAL) 5 RECORDING REQUESTED BY WHEN RECORDED MAIL TO: City Clerk CITY OF CARLSBAD 1200 Carlsbad Village Drive Carlsbad, CA 92008 SPACE ABOVE THIS LINE FOR RECORDER'S USE RATIFICATION OF AGREEMENT FOR REIMBURSEMENT OF COSTS FOR WITHIN POINSETTIA PROPERTIES PLANNING AREAS 2,3, AND 4 THE CONSTRUCTION OF 21-INCH DIAMETER INTERCEPTOR SEWER PIPELINE CARLSBAD TRACT CT 00-16 (WATERS END) Between CITY OF CARLSBAD, a Municipal Corporation And WL Homes, LLC Rev. 1/26/05 -1 - RATIFICATION OF AGREEMENT FOR REIMBURSEMENT OF COSTS FOR THE CONSTRUCTION OF THE INTERCEPTOR SEWER PIPELINE WITHIN POINSETTIA PROPERTIES PLANNING AREAS 2,3, AND 4 WL Homes LLC (d.b.a. John Laing Homes - South Coast Division) CARLSBAD TRACT CT 00-16 (WATERS END) This Ratification of Agreement for Reimbursement of Costs for the Construction of the ewer Pipeline within Poinsettia Properties Planning Areas 2, 3, and 4, dated as of , 2005 ("Agreement") is made at San Diego County, California, by and between the CITY OF CARLSBAD, a municipal corporation of the State of California ("City"), and WL Homes, LLC, a Delaware Limited Liability Company, d.b.a. John Laing Homes - South Coast Division ("Developer"). WL Homes LLC is referred to as the Developer with reference to the following recitals: RECITALS A. Developer has developed a certain real property commonly known as Poinsettia Properties Planning Areas 2, 3, and 4 (the "Property"), located in the City of Carlsbad, California (the "City''), more particularly described as Carlsbad Tract No. 00-16, filed in the Office of the County Recorder of San Diego County on June 19, 2002, as File No. 2002-051 9005. B. The Planning Commission of the City adopted a series of resolutions on June 20, 2001, approving the Poinsettia Properties Planning Areas 2, 3, and 4 project. These approvals included the following: Assignment of a Carlsbad Tract Number (CT 00-16), and issuance of a Planned Unit Development Permit (PUD 01-01), a Site Development Plan (SDP 00-12), and a Coastal Development Permit (CDP 00-44). All of these Planning Commission actions were adopted and approved by the Carlsbad City Council on July 24, 2001 (City Council Resolution No. 2001-230). C. The Property approvals require Developer to design and construct sewer facilities to the satisfaction of the Deputy City Engineer. Proposed public facilities shall be reflected in the project public improvement plans. D. City and Developer acknowledge that Government Code Section 66485 allows the City to require subdivider to construct improvements benefiting property outside the subdivision; but Section 66486 requires City to enter into a reimbursement agreement for such improvements. The Parties intend that this Agreement satisfies the requirements of California Government Code Section 66486. E. The City requested and Developer as a subdivider consistent with Government Code Section 66485 and Section 66486 has agreed, to construct approximately 667 lineal feet of 21-inch diameter sewer pipeline, referred to as the "Reimbursable Sewer Work". Rev. 1/26/05 -2 - 7 NOW, THEREFORE, the City and Developer agree as follows: 1. Recitals. The Recitals above are true and correct and incorporated herein by this reference. 2. Satisfaction of Obliqation. Developer's agreement to perform the Reimbursable Sewer Work, as set forth herein, and the actual construction thereof, shall fully satisfy and constitute compliance with all requirements regarding the Property solely with respect to the ' Reimbursable Sewer Work. 3. General DeveloDer Obligations. In consideration of the City's reimbursement and other undertakings as set forth herein, Developer has caused the construction of the Reimbursable Sewer Work, by and through its general contractor, Watt Residential Construction, Inc. ("Construction Manager"), which work included the following improvements, as shown on City Drawing No. 396-7, sheets 8 and 9 and sheets referencing their location; dated May 6, 2002, prepared by Project Design Consultants (the "Plans") and as shown in the attached Exhibit "A" which are incorporated herein by this reference: (i) Construction of approximately 667 lineal feet of 21 -inch diameter sewer pipeline in PVC, SDR-35, in and near Sand Shell Avenue. The Sewer Work includes all necessary pipelines and access holes including those necessary to connect the Sewer Work to the City's existing pipelines as shown on the plans. Any portion of the Reimbursable Sewer Work completed before the effective date of this Agreement shall be included as a part of the Reimbursable Sewer Work for reimbursement, subject to the other provisions of this Agreement. Developer shall have caused the construction of the Reimbursable Sewer Work in compliance with the City-approved plans and specifications, and other design documentation, as referenced within the plans. Developer shall have caused the construction of all Non-Reimbursable Sewer Work at Developer's cost. Non-Reimbursable Sewer Work shall include all sewer work as shown on the plans except for the Reimbursable Sewer Work. Together, Reimbursable Sewer Work and Non-Reimbursable Sewer Work shall be referred herein as the "Sewer Work". By entering into this Agreement, Developer waives any and all potential constitutional objections (Nollan/Dolan) relating to the Reimbursable Sewer Work improvements. Rev. 1/26/05 -3 - (9) It shall be the responsibility of the Developer to have observed and follow the requirements of City as defined within the Project's plans for retention of records and the submittal of as-built plans, payroll records, and other required documentation in connection with the Reimbursable Sewer Work Improvements, as specified in this Agreement. Reimbursement for Construction of 21-Inch Sewer Pipeline $1 06,2 1 0.00 (h) Pursuant to California Labor Code, section 1775, contractor shall have paid prevailing wages for any laborers building the Reimbursable Sewer Works. Contractor shall post copies of all applicable prevailing wages on the job site. Pursuant to the California Labor Code, the director of the Department of Industrial Relations has determined the general prevailing rate of per diem wages in accordance with California Labor Code, section 1773 and a copy of a schedule of said general prevailing wage rates is on file in the office of the City Engineer, and is incorporated by reference herein. 5% Overhead Estimated Total Allowance Reimbursable Cost $5,310.50 $1 11,520.50 4. General Citv Obliaations. (a) The City shall reimburse Developer an amount (the "Reimbursement Amount") equal to: (i) the actual Total Reimbursable Construction Cost; plus (ii) an allowance for overhead as described in Section 6 (f) below. The actual Total Reimbursable Construction Cost shall include all costs associated with the installation of the Reimbursable Work noted in the attached Exhibits "B" which is incorporated herein by reference. The Total Reimbursement Amount is currently determined to be $1 11,520.50 calculated as follows: (b) City agrees to reimburse Developer for Reimbursable Sewer Work as described in Sections 6 and 7 below. (c) The Parties agree that all reimbursements made to Developer, pursuant to this Agreement, shall be made only to WL Homes LLC, a Delaware limited liability company, d.b.a. John Laing Homes - South Coast Division. 5. Reimbursable Sewer Work. (a) Reimbursable Sewer Work may have been bid together with Non- Reimbursable Sewer Work for that portion of the Sewer Work Improvements which are being bid by such contractor. The costs "Sewer Work" shall be allocated among the categories ("Units") consistent with the method and process used in Exhibit "B." The parties agree that the spreadsheet attached hereto as Exhibit "B" is a fair allocation of the costs under such contract as among the categories of Reimbursable Sewer Work. Costs shown in Exhibit "B" are subject to modification through change orders pursuant to Paragraph 6(h) of this Agreement. Rev. 1/26/05 -4 - 4 (b) During the performance of any Reimbursable Sewer Work, Developer shall retain detailed payment records for all items of Reimbursable Sewer Work, for use by City in auditing subsequent reimbursement requests by Developer. Developer's requests for reimbursement (each a "Reimbursement Request") shall include copies of plans, specifications, engineer's cost estimates, bids received, contracts, change orders, invoices, payment slips, canceled checks (front and back), lien releases and other documentation reasonably required by City to evidence the completion and payment for each item of Reimbursable Sewer Work. Reimbursement Requests may be submitted monthly in arrears, as identified in Section 6 (a) below, by Developer for each segment of work. 6. Audit of Reimbursable Expenses. Expenses for Reimbursable Sewer Work (including without limitation overhead and the allowance permitted under clause (9 below) are referred to herein collectively as "Reimbursable Expenses". Developer shall be entitled to submit requests for Reimbursable Expenses monthly in arrears, and separately for each construction segment. All Developer's Reimbursement Requests will be processed and audited for City by a reputable consulting engineer selected by City or by City staff ("Auditing Engineer"). The costs of the Auditing Engineer shall be paid directly by City from Project Funds. The Auditing Engineer shall review all Reimbursement Requests and the payment records submitted in connection therewith and shall within thirty (30) days thereafter issue to City and Developer a report either accepting Developer's submittal or specifying with particularity any reimbursement items or amounts not approved. Any reimbursement items or amounts not approved by the Auditing Engineer may be further pursued by Developer using the dispute resolution provision of Section 8 below. With each Reimbursement Request, following 30-day review by Auditing Engineer, the Auditing Engineer shall forward one copy of each invoice submitted by Developer from Contractor, to the City's Public Works Director (''Director"), together with an invoice for all other components of the Actual Cost not otherwise reflected on the Contractor's invoice. The Director shall confirm and approve the Reimbursement Amount based upon the components of Actual Costs and Overhead Costs set forth in Section 5 of this Agreement. If the Director objects to any items comprising the Reimbursement Amount, the Director shall notify Developer within thirty (30) days of receipt of all invoices forwarded by Developer. Failure to so notify Developer shall be deemed the Director's approval of such invoices. City's reimbursement obligations hereunder shall be based upon the actual costs incurred by Developer in performing Reimbursable Work (including overhead and the allowances specified in (9 below). -5 - Rev. 1/26/05 ID (f) Notwithstanding anything herein to the contrary, and without limitation and in addition to the Reimbursable Sewer Work, City specifically agrees that each of the following shall be deemed Reimbursable Expenses: (i) An amount fixed at five percent (5%) of the eligible costs for Reimbursable Sewer Work, exclusive of this clause (f), to compensate for overhead expenses incurred by Developer including for salary and benefits, for staff of Developer's home office, purchasing department expenses, project supervision, bid solicitation, general corporate legal and accounting fees and other normal overhead expenses incurred by Developer, including: (a) An allowance to cover the allocable portion of premiums paid by Developer for improvement and/or payment and performance bonds relating to the construction of Reimbursable Sewer Work. (b) An allowance to cover the allocable portion of premiums paid by Developer for blanket liability insurance coverage. (9) Before Developer submits all invoices to Director, Developer shall obtain necessary or appropriate lien releases from all contractors, and shall obtain from the City and all appropriate governmental agencies, all approvals, certificates, and other documents necessary to indicate the completion of the Reimbursable Work, and the ability to put the Public Improvements into use. The date Developer receives all such final lien releases, approvals, and certificates shall be deemed the date of completion of the Sewer Work Improvements (the "Completion Date"). (h) All change orders shall be subject to approval by City. At the time of approval, the parties shall determine the portion of each change order that is allocated to Reimbursable Sewer Work. In making such decisions, the parties shall be guided by the principle that the allocation of the portion related to Reimbursable Sewer Work should be in proportion to the allocation for that portion of the Sewer Work Improvements identified in Exhibit "B" provided that the change order is necessary due to: changed circumstances or oversight in original design; or to perform the applicable portion of the Sewer Work Improvements in an orderly, reasonable and prudent manner according to the standard engineering and construction practice applicable to the improvements. 7. Pavment of Reimbursable Expenses. (a) Payment of Reimbursable Expenses ("Credit") shall be made, within sixty (60) days after the Auditing Engineer's determination on any such Reimbursement Request (or determination pursuant to Section 8 if applicable). The Parties agree that all reimbursements made to Developer, pursuant to this Agreement, shall be made only to WL Homes LLC, a Delaware limited liability company, d.b.a. John Laing Homes - South Coast Division. Rev. 1/26/05 -6 - (b) The City shall not unreasonably withhold acceptance of the Reimbursable Sewer Work Improvements. (c) Developer and City agree that the City's General Fund is not part of this Agreement, and shall not be obligated under the terms of this Agreement nor available for reimbursement purposes. 8. Disputes/Claims. If a dispute should arise regarding the performance or interpretation of this Agreement, the following procedure shall be used to resolve any question of fact or interpretation not informally resolved by the parties. Such questions, if they become identified as a part of a dispute among persons operating under the provisions of this Agreement shall be reduced to writing by the principal of Developer or the Director. A copy of such documented dispute shall be forwarded to both parties involved along with recommended methods of resolution which would be of benefit to both parties. The Director, or principal, upon receipt, shall reply to the letter, including a recommended method of resolution within ten (IO) days. If the recommended resolution is unsatisfactory to the aggrieved party, a letter outlining the dispute shall be forwarded to the City's Board of Directors for their resolution through the office of the Executive Manager. The City's Board of Directors may, but is not obligated to resolve the dispute. If the City's Board of Directors considers the dispute, and directs a solution, the action of the City's Board of Directors shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties from seeking remedies available to them at law. 9. Successors: Covenant to Run with Real Property. This Agreement and the covenants contained herein shall be binding upon and inure to the benefit of the Developer and City and shall run with the real property and create an equitable servitude upon the real property. Upon the application of the Credit referred to in Section 7(a) for each respective Unit and after City acceptance of City Improvements, the provisions of this Agreement shall no longer apply to, and the same shall no longer be or constitute an equitable servitude against or run with the land as to the respective Units and the equitable servitude hereby created shall automatically terminate as to each of said respective Units. Upon the request of Developer, City shall execute and deliver to Developer, in recordable form, any further documents and/or instruments reasonably necessary to evidence that each said Unit is thereafter fully released and free from the provisions of this Agreement, provided that the cost of preparing and recording such documents and/or instruments shall be paid by Developer. 10. Assiqnment of Contract. The Developer shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. 11. Notices. Unless otherwise specifically provided herein, all notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly delivered upon personal delivery, or by Federal Express (or similar reputable express delivery service), or by facsimile transmission with back-up copy mailed the same day, or as of the second business day after mailing by United States Certified Mail, return receipt requested, postage prepaid, address as shown below. Notices required to be given to Developer shall be addressed as follows: WL Homes, LLC d.b.a. John Laing Homes - South Coast Division Attention: Scott Nguyen 191 7 Palomar Oaks Way, Suite 200 Carlsbad, CA 92008 Telephone: (760) 448-3900 Fax: (760) 448-3901 -7 - Rev. 1/26/05 12 Notices to City shall be delivered to the following: CITY OF CARLSBAD Attention: Public Works Director 1635 Faraday Avenue Carlsbad, CA 92008 Telephone: (760) 602-2730 FAX: (760) 602-8562 Each party shall notify the other immediately of any changes of address that would require any notice delivered hereunder to be directed to another address. 12. Transfer bv Developer. The obligations and benefits of this Agreement shall not be transferred upon sale of the Property. 13. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument. 14. Governina Law and Venue. This Agreement shall be interpreted and enforced under the laws of the State of California, and venue shall reside in San Diego County, California. 15. Complete Aqreement. This Agreement contains the entire agreement between the parties with respect to the subject matter contained herein, and supersedes all negotiations, discussions, and prior drafts with respect to this subject matter. 16. Amendment. This Agreement may be amended by a written instrument executed by City and Developer except that no amendment regarding the provisions for reimbursement to Developer shall be valid unless executed by both the Developer and the City. 17. Term. This Agreement shall be effective as of the date first above written, and shall terminate on November 30, 2005. 18. No Third Party Beneficiaries. This Agreement shall not be deemed to confer any rights upon any individual or entity which is not a party hereto, and the parties hereto expressly disclaim any such third-party benefit. JJI Rev. 1/26/05 -8 - 19. Severability. The invalidity or unenforceability of any provision of this Agreement, as determined by a court of competent jurisdiction, shall in no way affect the validity or enforceability of any other provision hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. Tol/w\ hAeikc\-Lwq (print name and title of signatory) .J By: (Stgd here) Gd- c @GJ*fc/. bb)A$m (print name and title o’f signatory) By: (sign here) (print name and title of signatory) (sign here) ATTEST: n LORRAINE M. W@D I u City Clerk (print name and title of signatory) (Proper notarial acknowledgment of execution by Contractor must be attached. Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. 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 BY: eputy General Counsel -9 - Rev. 1/26/05 /3 State of California 1 ) County of 1 On before me, Notary Public, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. ~ WITNESS my hand and official seal. State of California 1 1 County of 1 On before me, Notary Public, personally appeared Claude Lewis - personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. -10 - Rev. 1 1/01/00 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California personally appeared @personally known to me 0 proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) &are subscribed to the within instrument and acknowledged to me that Mebelthey executed the same in hi.sLbm/their authorized capacity(ies), and that by bidker/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. &Vu.%d&Lh- - Signature of Notaly 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 Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer 0 Partner - 0 Limited 0 General 0 Attorney-in-Fact 0 Guardian or Conservator Signer Is Representing: 0 1999 National Notary Association . 9350 De Solo Ave.. P.O. Box 2402. Chatswarth. CA 91313-2402 * ww.nat1onalnotaly.orQ Prod, No. 5907 Reorder: Call Toll-Free 1-800-876-6827 JUL. 2. 2004 4:OlPM WL HOMES LEGAL DEPT. NO, 1052 P. 16 REQUTRED BOARD APPROVAL FOR WL HOMES LLC The undersigned, constituting alI of the duly elected and voting members of the Board of Managers of WL Homes LLC, a Delaware limited liability company (the Tompanylfj, hereby adopt the following resolutions, effdve as of May4,2004 (unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Limited Liability Company Operating Agreement for the Company): ELECTION OF OFFICERS %"EREAS, acting pursuant to the terms of the Company Operating Agreement, the Board of Managers has previously elected certain officers of the Company, and authorized those officers to take certain actions on behalf of the Company; WHJIREAS, acting pursuant to the Board authorizations previousIy granted, the Presidents have appointed division level officers and delegated certain duties to them. WHERIEAS, the Company finds it in its best interests to restate the elections and appointments of officers, and the delegations of duties, in order to clarlfy theduties and authorities of each under the Company Operating Agreement, which resoIution is not intended to limit or change any authority granted in the Operating Agreement AZiTHORIZATION FOR COMPANY OT!FfCERS WHEREAS, in connection with the management of the Company's operations, the officers charged with the day-to-day organizational operations of the Properties (each a "Company Officer") must hire personnel, negotiate and execute purchase agreements for the acquisition or disposition of land and related documents, includmg the formation of separate entities (subject to the approval of the Executive Land Committee); Loan Agreements, deeds of trust, promissory notes, and related documents related to the Company's acquisition or sale of its Properties; design consulting agreements, trade contracts, subdivision improvement agreements, surety agreements, lease agreements, settlement of any insurance or condemnation claim with a value of S250,OOO or less; and indemnities all in the ordinary come o€business; RESOLVED, that H. Lawrence Webb, as Chief Executive Officer, Steve Kabel, as South Coast Regional President, Rich Staky, as Colorado Regional President, and Wayne Stelmar, as ChidFinancial Officer, collectively refad to herein as the "Executive Officers", any two acting together, be, and they hereby are, authorked and directed to approve any land acquisition or disposition with a value of %5,000,000 or less; JUL. 2. 2004 4:OlPM WL HOMES LEGAL DEPT. NO. 1052 P. 17 RESOLVF,D, that 11. Lawrence Webb, Steve Kabel, Rich Staky, and Wayne Stelmar, , collectively referred to herein as the "Executive Officers", any one acting alone, or Matic Kawanami, Shahram Gheysari, and Jeff Henmann, any two acting together, be, and they hereby are, authorized and directed to execute and deliver to any Lender in the name and on behalf of WL Homes and any affiliated e&, Loan Docunents, including but not limited to, p~ornissory notes, other evidences of indebtedness, loan agreements, escrow agreements, bank instruction letters, deeds of trust, modifications of deeds of trust, financing statements, assignments, environmental indemnities, pledge agreements, guaranties, titIe indemnities, and any such other instruments and documents as required or requested by any Lender or may be deemed necessary or appropriate to consummate any tranSaction contemplated by the approved Business Plan ofthe Company, as the same may be modified hm time to time by the approval of the Managers; approving any material zoning changes or covenants as contemplated in the approved Business Plan; encumbering any Property as contemplated in tbe approved Business Plan; obtaining financing or rehancihg for the Company or any Company Property, as contemplated in the Business Plan, all of the foregoing to be in such form aad to contain such term and conditions as may be approved by such Officers, such approval to be conclusively evidenced by the execution thereaf by such Officers; RESOLVED, FURTHER, that Larry Webb, Wayne Stelmar, or Stacy McDaniel, any one acting alone, be and hereby are, authorized to take any action to negotiate, execute and deliver any docurnem, pertaining to the settlement and release of any legal action, insurance claim or codamation claim with a value of $250,000 or less; and to executh and deliver all documents pertaining to the formation, licensing, or maintenance of any Company-mated entity approved by tbe Managers; RESOLVED, F'URTHER, that the Officers listed above be and hereby are authorized to take all such further actions, in the name and on behalf of the Company, as in Mer judgment shall be necessary, proper and advisable in order to fully cany out the intent and accomplish the purpose of the resolutions adopted hereby. RESOLVED, FURTHER, that the Company hereby affirms the election of the following persons to the offices listed opposite their names, which officers shall continue to serve at the pleasure of the Board of Managers: Name - Office H. Lawrence Webb Wayne J. Stelmar Steve Kabtl - Chief Executive Officer Chief Fmcial Officer South Coast Region President Ricbard Staky Jack Davidson Colorado Region President Northern California Region President -2- JUL. 2. 2004 4:02PM WL HOMES LEGAL DEPT. William Probert Alejandro Macia Richard Bryan Stacy McDaniel Shahram Gheysasi MarkKawanami Steven Scardina Executive Vice President, Sales & Marketing Vice President, People Department Senior Vice Resident, Customer Care General CounseVSemtaq Vice President, Treasurer & Controller Vice President, Finance Director, Information Technology AUTHORIZATION FOR PRESIDENTS WHEREAS, in connection with the management of the Company’s Properties, the managers charged with the day-to-day operations of the Properties (each a “President”) must hire division personnel and appoint Division Officers; negotiate and execute purchase agreements for the acquisition of land (subject to the approval of the Executive Land Committee); subdivision plat maps; tentative maps; final maps; dcdications and instruments relating thereto; dwelopment agreements; subdivision improvement agreements; agreements with consultants, contractors and subcontractors; sales contra& and addendathereto; deeds; easements; escrow instructions; closing statants and related documents; design and construction contracts~wndominiinium docummts; real estate deparfment filings; and such other documents to devdop, construct, market for sale and sell single family and multi-bily residential homes located in the Properties, al1 in the ordinary course of business; and RESOLVED, the Company hereby affirms the election of the following persons to the offices listed opposite their name, which Presidents shall serve at the pleasure of the Board of Managers: Name - Office Steve Kabel Bill Rattazi TerryNeale Division President -Inland Empire KevinCarson Division President - Sacramento Rich Staky Tom Redwitz Ronald Covingtoa Division President - South Coast Division President - Los Aageles Di*ion President - Denver President - Luxury Group Division President - Colorado Springs Division -3- Jut. 2. 2004 4:02PM WL HOMES LEGAL DEPT. NO. 1052 p. 19 RESOLVED, FURTHER, that the Presidents shall be officers of the Company and shall serve in such capacity under the direction and at the discretion of the Board of Managers. RESOLVED, MTRT€€E& that each President is hereby authorized and directed to negotiate and execute in the name and on behalf of Company the documents authorized above as follows: WL Homes LLC, a Delaware limited liability company, dba John Laing Homes - (Name of Division] By: Fame of President], President, [Division or Group] WHEREXS, the Presidents may find it necessary or advisable to delegate duties to Division Officers, which duties are within the scope of the authoriry granted to the Presidents hereunder, it is hereby RESOLVXD, ]FURTHER, that the Presidents may delegate duties to project personnel consistent with the authority granted to the Presidents hereunder, and such mject personnel shall be authorized to negotiate and mecute in the name and on behalf of the Company, in a manner consistent with the method of execution prescribed above, the types of documents authorized above in accordance with such delegation. FVHJBEAS, the Presidents have previously appointed the following Division Officers to the positions indicated next to their names, which they shall continue to serve at the pleasure of the Resident for their respective divisions: pame - Office Jeffrey Hemnann Dan Flynn Fred Farr Regional Vice President, Finance Vice President, Land Acquisition South Coast Vice President, Land Acquisition Inland Empire DavidRagland Vice President, Land Development sacrameat0 Vice President, Land Development Sacramento Tom DeLuca -4- JUL. 2, 2004 4:02PM WL HOMES LEGAL DEPT, NO. 1052 P. 20 Mark Schickner John Bissett Dave Prolo Fred Soulter Vic Goochey Ray Ferrarini Rich Larson George Hammond Robin Koeneman Marianne Browne Annie Charles COIleenDyck Markkens Tom Justice Michael Kunce Scott Ngyuen Cathy Campbell BrianBurdzinski Russ Faciaell John Picon Cindy Gillette Vice President, Community Development Denver Vice President, Land Acquisition Colorado springs Senior Vice President, Operations - South coast Vice President, Operations - Los Angeies Vice President, Operations - Inland Empire Vice President, Operations - Sacramento Vice President, Operations - Denver Vice President, Operations - CoIorado Springs Vice President, Operations-Luxury Group Vice President, Sales & hlceting South coast Vice President, Sales & hkketing hs Angeles Vice President, Sdes & Marketing Inland Empire Vice President, Sales & Marketing Sacramento Vice President, Sales & Marketing Denver Vice President, Sdes & Marketing color ad^ Springs Division Vice President, Finance - San Diego Vice President, Finaace Los AngeIes Manager, Finance Inland Empire Vice President, Finance Sacramento Vice President, Finance Denver Vice President, Finance Colorado Springs Division JUL. 2. 2004 4:02PM WL HOMES LEGAL DEPT . NO. 7052 P. 21 Matt Breiner Tim Jones Jim Miller Vice President, Land Development Los &gel= Vice President, Land Development Inland Empire Vice President, Land Development Denver DELEGATION OF DUTlES TO DMSION OFFICESS WHEREAS, the Presidents have previously delegated the right and authority to negotiate, execute and deliver subdivision maps, development agreements, conditions of approval, conditional use permits, utility, easements, tentative maps, final maps, subdivision improvement agreements, subdivision bonds, dedications, permits, and such other documents as may be necessary in the come of the purchase, entitlement, development and sale of land in the name of and on behalf of the Company to the full extent that the Presidents have been authorized to do the same in the Operating Ageernent or by the approval of the Board of Managers, to the persons designated above holding the following positions: Vice President, Land Acquisition Vice President, Operatiom Vice President, Community Development Vice President, Land Development * WEEIREAS, the Presidents have preirionsly delegated theright and authority to negotiate, execute and deliver on behalf of the Company, or any of its affiliates, including but not limited to, Watt Residential Constn~ction, Inc,, agreements with vendors, suppliers, design professionals, trade contractors and sub-tier trade contractors and such otha documents as may be necessary in the come of the procurement process for the development and construction of residential real estate projects owned or managed by the Company to the full extent that the Presidents have been authorized to do the same in the Operating Agreement or by the approval of the Boani of Managers, to the persons designated above holding the following positioas: Senior Vice President, Operations Vice President, Land Acquisition Vice President, Operations Vice President, Land Development Vice President, Sdes and Marketing . .. WHEREAS, the Presidents have previously delegated the right and authority to negotiate, execute and deliver subdivision filings, real estate department fiiings, condominiUm maps, condominium plans, CC&k, “white reports”, ”pink reports”, ?ellow reports”, real estate sales licensing documentation, sales contracts and addenda thereto, deeds, easements, lot line JUL. 2, 2004 4:02PM WL HOMES LEGAL DEPT. adjustments, escrow instructions, disdosures, closing statements and related documents in the course of marketing and selling single family and multi-family residential homes in the name of and on behalf of the Company to the 111 extent that the Presidents have been authorized to do the same in the Operating Agreement or by the approval of the Board of Managers, to the persons designated above holding the following podtions: Senior Vice President, Finance Vice President, Finance Vice President, Operations Vice President, Land Development RESOLVED, IWRTHER, that this Required Board Approval may be executed in counterparts, each of which shall be deemed an original, but all of which together, shall constitute one and the same document. I WITNESS the due execution hereof as of this 4- day ofMay, 2004 c Title: 3ager designated by the Watt Voting loc to provide af€imtive approval for a Required Board Approval By: Voting Bloc to provide afhnative approval for a Required Board Approval -7- 1. REQUIRED BOARD APPROVAL FOR WL HOMES LLC The undersigned, constituting the authorized Group Managers of the Board of Managers for WL HOMES LLC, a Delaware limited liability company (the “Company”) that are necessary to provide Required Board Approval for the actions described below, hereby adopt the following resolution, effective as of January 1,2005 : AUTHORIZATION FOR DIVISION PRESIDENTS WHEREAS, in connection with the management of the Company’s Properties, the managers charged with the day-to-day operations of the Properties (each a “Division President”) must negotiate and execute subdivision plat maps, tentative maps, final maps, dedications and instruments relating thereto, agreements with contractors and subcontractors, sales contracts and addenda thereto, deeds, easements, escrow instructions, closing statements and related documents, design and construction contracts, condominium documents, real estate conimission filings, and such other documents to develop, construct, market for sale and sell single family residential homes Iocated in the Properties, all in the ordinary course of business (collectively, the “Subdivision and Sales Instruments”); and WHEREAS, the Division Presidents may find it necessary or advisable to delegate duties to project personnel, which duties are within the scope of the authority granted to the Division Presidents hereunder; it is hereby RESOLVED, that as of the date of this authorization, the following person is hereby elected to, and shall serve at the pleasure of the Board of Managers, in the office listed opposite his name: Office Division President - San Diego Division - Name - John Mecklenburg RESOLVED, FURTHER, that the Division President shall be an officer of the Company and shall serve in such capacity under the direction and at the discretion of the Board of Managers. RESOLVED, FURTHER, that the Division President is hereby authorized and directed to negotiate and execute in the name and on behalf of Company the Subdivision and Sales Instruments as follows: WL Homes LLC, a Delaware limited liability company, dba John Laing Homes - (State of Project ) Division ~~ (Name of Division President), Division President RESOLVED, FURTHER, that the Division President may delegate duties to project personnel consistent with the authority granted to the Division Presidents hereunder, and such project personnel shall be authorized to negotiate and execute in the name and on behalf of the Company, in a manner consistent with the method of execution prescribed above, the Subdivision and Sales Instruments in accordance with such delegation. RESOLVED, FURTHER, that this Required Board Approval may be executed in counterparts, each of which shall be deemed an original, but all of which together, shall constitute one and the same document. WITNESS the due execution hereof as of this 14% day of d ovl ,2004. .. .Q WATT VOTING GROUP: INDEPENDENT VOTING GROUP: By: &4 Name: By: //- Name: Title: Manager designated by the Watt Voting Group to provide affirmative approval for a Required Board Approval Title: Manager designated by the Independent Voting Group to provide affirmative approval for a Required Board Approval ated by the Management Voting Group to provide affirmative approval for a Required Board Approval -2- .. .. WL HOMES LLC DELEGATION OF DUTIES The Undersigned, John Mecklenburg, being the duly elected Divisional President of WL Homes LLC, a Delaware limited liability company d.b.a. John Laing Homes - San Diego Division (the "Company"), hereby executes this Delegation of Duties effective as of January I, 2005, with reference to the following: A. Pursuant to a Required Board Approval for WL Homes LLC (the "Required Board Approval") adopted effective as of January 1, 2005, by the Board of Managers of WL Homes LLC, John Mecklenburg was elected Divisional President with the full power and authority to negotiate, execute and deliver sales contracts and addenda thereto, deeds, easements, escrow instructions, closing statements and related documents. B. Pursuant to the Required Board Approval, Divisional Presidents are specifically authorized to delegate to project personnel duties and authority to negotiate, execute and deliver sales contracts and addenda thereto, deeds, easements, escrow instructions, closing statements and related documents in the name of and on behalf of the Company. NOW, THEREFORE, pursuant to the authority granted under the Required Board Approval, John Mecklenburg, Divisional President for the Company's San Diego Division, hereby makes the following delegation of duties: As of the date of this Delegation, the following persons are hereby delegated the right and authority to negotiate, execute and deliver sales contracts and addenda thereto, deeds, easements, escrow instructions, closing statements and related documents in the name and on behalf of the Company to the full extent that the undersigned has been empowered to do the same pursuant to the Required Board Approval. Marianne Browne Scott Nguyen Vice President, Sales & Marketing Vice President, Finance WITNESS the due execution hereof effective as of January 1,2005. , WL HOMES LLC DELEGATION OF DUTIES The Undersigned, John Mecklenburg, being the duly elected Divisional President of WL Homes LLC, a Delaware limited liability company d.b.a. John Laing Homes -San Diego Division (the “Company”), hereby executes this Delegation of Duties effective as of January 1, 2005, with reference to the following: A. Pursuant to a Required Board Approval for WL Homes LLC (the “Required Board Approval”) adopted effective as of January 1, 2005, by the Board of Managers of WL Homes LLC, John Mecklenburg was elected Divisional President with the full power and authority to negotiate, execute and deliver agreements with vendors, design professionals, consultants, contractors and subcontractors, acting as professional consultants. B. Pursuant to the Required Board Approval, Divisional Presidents are specifically authorized to delegate to project personnel duties and authority to negotiate, execute and deliver agreements with vendors, design professionals, consultants, contractors and subcontractors, acting as professional consultants in the name of and on behalf of the Company, or any of its affiliates. NOW, THEREFORE, pursuant to the authority granted under the Required Board Approval, John Mecklenburg, Divisional President for the Company’s San Diego Division, hereby makes the following delegation of duties: .I As of the date of this Delegation, the following persons are hereby delegated the right and authority to negotiate, execute and deliver agreements with vendors, suppliers, design professionals, consultants, contractors and subcontractors, acting as professional consultants in the name and on behalf of the Company, or any of its affiliates, to the full extent that the undersigned has been empowered to do the same pursuant to the Required Board Approval. Name: Jeff Fosburg Marianne Browne Paul Bettison Chuck Cater Scott Nguyen Toni Bevan - - Title: Vice President, Land Acquisition Vice President, Sales & Marketing Vice President, Operations Vice President, Land Development Vice President, Finance Director of Purchasing .. I. WL HOMES LLC DELEGATION OF DUTIES The Undersigned, John Mecklenburg, being the duly elected Divisional President of WL Homes LLC, a Delaware limited liability company d.b.a. John Laing Homes - San Diego Division (the “Company”), hereby executes this Delegation of Duties effective as of January 1, 2005, with reference to the following: A. Pursuant to a Required Board Approval for WL Homes LLC (the “Required Board Approval”) adopted effective as of January 1, 2005, by the Board of Managers of WL Homes LLC, John Mecklenburg was elected Divisional President with the full power and authority to negotiate, execute and deliver real estate commission filings and other documents as required by the Department of Real Estate in the course of developing, constructing and marketing for sale and selling single family residential homes located in the Properties. B. Pursuant to the Required Board Approval, Divisional Presidents are specifically authorized to delegate to project personnel duties and authority to negotiate, execute and deliver real estate commission filings and other documents as required by the Department of Real Estate in the course of developing, constructing and marketing for sale and selling single family residential homes located in the Properties in the name of and on behalf of the Company. .D NOW, THEREFORE, pursuant to the authority granted under the Required Board Approval, John Meckleburg, Divisional President for the Company’s San Diego Division, hereby makes the following delegation of duties: As of the date of this Delegation, the following persons are hereby delegated the right and authority to negotiate, execute and deliver real estate commission filings and other documents as required by the Department of Real Estate in the course of developing, constructing and marketing for sale and selling single family residential homes located in the Properties in the name and on behalf of the Company to the full extent that the undersigned has been empowered to do the same pursuant to the Required Board Approval. - Name: - Title: Marianne Browne Scott Nguyen Chuck Cater Vice President, Sales & Marketing Vice President, Finance Vice President, Land Development WITNESS the due execution hereof effective as of January 1,2005. 28 WL HOMES LLC DELEGATION OF DUTIES The Undersigned, John Mecklenburg, being the duly elected Divisional President of WL Homes LLC, a Delaware limited liability company d.b.a. John Laing Homes - San Diego Division (the “Company”), hereby executes this Delegation of Duties effective as of January 1, 2005, with reference to the following: A. Pursuant to a Required Board Approval for WL Homes LLC (the “Required Board Approval”) adopted effective as of January 1, 2005, by the Board of Managers of WL Homes LLC, John Mecklenburg was elected Divisional President with the full power and authority to negotiate, execute and deliver subdivision maps, development agreements, conditions of approval, conditional use permits, utility agreements, tentative maps, final maps, dedications and other documents as may be necessary in the course of the purchase, entitlement, development, and sale of land. 6. Pursuant to the Required Board Approval, Divisional Presidents are specifically authorized to delegate to project personnel duties and authority to negotiate, execute and deliver subdivision maps, development agreements, conditions of approval, conditional use permits, utility agreements, tentative maps, final maps, dedications and other documents as may be necessary in the course of the purchase, entitlement, development, and sale of land in the name of and on behalf of the Company. NOW, THEREFORE, pursuant to the authority granted under the Required Board Approval, John Mecklenburg, Divisional President for the Company’s San Diego Division, .. hereby makes the following delegation of duties: As of the date of this Delegation, the following persons are hereby delegated the right and authority to negotiate, execute and deliver subdivision maps, development agreements, conditions of approval, conditional use permits, utility agreements, tentative maps, final maps, subdivision improvement agreements, subdivision bonds, dedications and other documents as may be necessary in the course of the purchase, entitlement, development, and sale of land in the name and on behalf of the Company to the full extent that the undersigned has been empowered to do the same pursuant to the Required Board Approval. Name: - Title: Jeff Fos bu rg Scott Nguyen Chuck Cater Paul Bettison Marianne Browne Vice President, Land Acquisition Vice President, Finance Vice President, Land Development Vice President, Operations Vice President, Sales and Marketing WITNESS the due execution hereof effective as of Janua EXHIBIT “By’ UNIT UNIT PRICE LF 55.00 EA 6,100.00 EA 3,100.00 EA 3,500.00 EA 8,500.00 SF 20.00 LS 1,500.00 EA 400.00 COST ASSOCIATED WITH THE INSTALLATION OF THE 21” PVC SEWER MAIN AMOUNT $37,510.00 24,400.00 3,100.00 3,500.00 34,000.00 600.00 1,500.00 1,600.00 $1 06,210.00 DESCRIPTION 1. 21” PVC (SDR35) Sewer Main QUANTITY 682 5. 7. Traffic Control 8. Raise Covers to Grade TOTAL Linabond Line Sewer Access Hole 2. 3. 4. Sewer Access Holes (21” Pipe) Connect to Existing 21” Pipe T-Lock PVC Line Existina Manhole 4 I 1 31