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
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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.
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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
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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
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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
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(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
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(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).
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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
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(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
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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
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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:
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Capacity(ies) Claimed by Signer
0 Partner - 0 Limited 0 General
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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