HomeMy WebLinkAboutRoss Engineering Group Inc; 2013-01-10; UTIL963UT1L963
AGREEMENT FOR ENGINEERING SERVICES
(ROSS ENGINEERING GROUP, INC.)
THIS AGREEMENT is made and entered into as of the //O day of
//^A/U/X^ 20/f. by and between the CARLSBAD MUNICIPAL WATER
>TRICT, a PXjblic Agency organized under the Municipal Water Act of 1911, and a Subsidiary
District of the City of Carlsbad, ("CMWD"), and ROSS ENGINEERING GROUP, INC., a
California corporation, ("Contractor").
RECITALS
A. CMWD requires the professional services of a professional engineer that is
experienced in engineering design.
B. Contractor has the necessary experience in providing professional services and
advice related to water main relocations.
C. Contractor has submitted a proposal to CMWD and has affirmed its willingness
and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, CMWD and Contractor agree as follows:
1. SCOPE OF WORK
CMWD retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this reference in
accordance with this Agreement's terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and
skill customarily exercised by reputable members of Contractor's profession practicing in the
Metropolitan Southern California Area, and will use reasonable diligence and best judgment
while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of one (1) year from the date first above
written.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term will be
thirteen thousand nine hundred fifty dollars ($13,950). No other compensation for the Services
will be allowed except for items covered by subsequent amendments to this Agreement.
CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted
the work and/or Services specified in Exhibit "A".
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A".
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will
be under control of CMWD only as to the result to be accomplished, but will consult with CMWD
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as necessary. The persons used by Contractor to provide services under this Agreement will not
be considered employees of CMWD for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. CMWD will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not
be required to pay any workers' compensation insurance or unemployment contributions on
behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD
and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social
security, overtime payment, unemployment payment or workers' compensation payment which
CMWD may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD
may deduct the indemnification amount from any balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of
CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to
CMWD for the acts and omissions of Contractor's subcontractor and of the persons either
directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions
of persons directly employed by Contractor. Nothing contained in this Agreement will create any
contractual relationship between any subcontractor of Contractor and CMWD. Contractor will be
responsible for payment of subcontractors. Contractor will bind every subcontractor and every
subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work
unless specifically noted to the contrary in the subcontract and approved in writing by CMWD.
8. OTHER CONTRACTORS
CMWD reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorneys
fees arising out of the performance of the work described herein caused by any negligence,
recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that
this section will survive the expiration or early termination of this Agreement.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the services by Contractor or Contractor's
agents, representatives, employees or subcontractors. The insurance will be obtained from an
insurance carrier admitted and authorized to do business in the State of California. The
insurance carrier is required to have a current Best's Key Rating of not less than "A-:VH", OR
with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers
(LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X".
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10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below, unless the
Risk Manager or Executive Manager approves a lower amount. These minimum amounts of
coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. CMWD, its officers, agents and employees make no representation that
the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are
adequate to protect Contractor. If Contractor believes that any required insurance coverage is
inadequate. Contractor will obtain such additional insurance coverage, as Contractor deems
adequate, at Contractor's sole expense.
10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit
per occurrence for bodily injury, personal injury and property damage. If the submitted policies
contain aggregate limits, general aggregate limits will apply separately to the work under this
Agreement or the general aggregate will be twice the required per occurrence limit.
10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's
work for CMWD). $1,000,000 combined single-limit per accident for bodily injury and property
damage.
10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation
limits as required by the California Labor Code. Workers' Compensation will not be required if
Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this.
10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be
maintained for a period of five years following the date of completion of the work.
I I If box is checked. Professional Liability
CMWD's Initials Contractor's Initials Insurance requirement is waived
10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 CMWD will be named as an additional insured on Commercial General
Liability which shall provide primary coverage to CMWD.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability,
which will be written as claims-made coverage.
10.2.3 This insurance will be in force during the life of the Agreement and any
extensions of it and will not be canceled without thirty (30) days prior written notice to CMWD
sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of
this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then CMWD will have the option to declare Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to
maintain the required coverages. Contractor is responsible for any payments made by CMWD
to obtain or maintain insurance and CMWD may collect these payments from Contractor or
deduct the amount paid from any sums due Contractor under this Agreement.
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10.5 Submission of Insurance Policies. CMWD reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and endorsements.
11- BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of
CMWD during normal business hours to examine, audit, and make transcripts or copies of
records and any other documents created pursuant to this Agreement. Contractor will allow
inspection of all work, data, documents, proceedings, and activities related to the Agreement for
a period of three (3) years from the date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant
to this Agreement is the property of CMWD. In the event this Agreement is terminated, all work
product produced by Contractor or its agents, employees and subcontractors pursuant to this
Agreement will be delivered at once to CMWD. Contractor will have the right to make one (1)
copy of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in CMWD and
Contractor relinquishes all claims to the copyrights in favor of CMWD.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written notice
on behalf of CMWD and on behalf of Contractor under this Agreement.
For CMWD For Contractor
Name David Ahles Name Ron Ross
Title Senior Engineer Title President
Carlsbad Municipal Water District Address 2254 Moore St. Ste. 100
Address 1635 Faraday Avenue San Diego, CA 92110
Carlsbad, CA 92008 Phone 619-200-4893
Phone 760-602-2748 E-mail ron@ross-eg.com
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
16. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
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17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way affect the
performance of the Services by Contractor. Contractor will at all times observe and comply with
these laws, ordinances, and regulations and will be responsible for the compliance of
Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants that the services required
by this Agreement.
18. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
19. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not otherwise settled by agreement
between the parties. Representatives of Contractor or CMWD will reduce such questions, and
their respective views, to writing. A copy of such documented dispute will be fon^/arded to both
parties involved along with recommended methods of resolution, which would be of benefit to
both parties. The representative receiving the letter will reply to the letter along with a
recommended method of resolution within ten (10) business days. If the resolution thus
obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded
to the Executive Manager. The Executive Manager will consider the facts and solutions
recommended by each party and may then opt to direct a solution to the problem. In such
cases, the action of the Executive Manager will be binding upon the parties involved, although
nothing in this procedure will prohibit the parties from seeking remedies available to them at law.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD
may terminate this Agreement for nonperformance by notifying Contractor by certified mail of
the termination. If CMWD decides to abandon or indefinitely postpone the work or services
contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to
Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any
documents owned by CMWD and all work in progress to CMWD address contained in this
Agreement. CMWD will make a determination of fact based upon the work product delivered to
CMWD and of the percentage of work that Contractor has performed which is usable and of
worth to CMWD in having the Agreement completed. Based upon that finding CMWD will
determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may terminate this
Agreement. In this event and upon request of CMWD, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be
paid for work performed to the termination date; however, the total will not exceed the lump sum
fee payable under this Agreement. CMWD will make the final determination as to the portions of
tasks completed and the compensation to be made.
21. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
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Contractor has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or
violation of this warranty, CMWD will have the right to annul this Agreement without liability, or,
in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the
full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD
must be asserted as part of the agreement process as set forth in this Agreement and not in
anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false
claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to
criminal prosecution. Contractor acknowledges that California Government Code sections
12650 et seg.. the False Claims Act applies to this Agreement and, provides for civil penalties
where a person knowingly submits a false claim to a public entity. These provisions include
false claims made with deliberate ignorance of the false information or in reckless disregard of
the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False
Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative
debarment proceeding as the result of which Contractor may be prevented to act as a
Contractor on any public work or improvement for a pehod of up to five (5) years. Contractor
acknowledges debarment by another jurisdiction is grounds for CMWD to terminate this
Agreement.
23. JURISDICTIONS AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing a right
or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the
County of San Diego, State of California, and the parties waive all provisions of law providing for
a change of venue in these proceedings to any other county.
24. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon CMWD and
Contractor and their respective successors. Neither this Agreement or any part of it nor any
monies due or to become due under it may be assigned by Contractor without the prior consent
of CMWD, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it,
along with the purchase order for this Agreement and its provisions, embody the entire
Agreement and understanding between the parties relating to the subject matter of it. In case of
conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor
any of its provisions may be amended, modified, waived or discharged except in a writing
signed by both parties.
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26. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual autl^ority
to bind Contractor to the terms and conditions of this Agreement. i ^
ICT, CONTRACTOR
ROSS ENGINEERING GROUP, INC.,
a California corporation
DISTTRI
(signhere)
(printTiame/title)
CARLSBAD MUNICIPAL WATER
a Public Agency organized under the
Municipal Water Act of 1911, and a
Sub^skHary District of the City of Carlsbad
Dcp» Pr6oidont or Exedutive Manager
QT r?ivisil?n nirPntn*^ QnthnriTnH hy thi»
Exocutivo Monogor
By:
(sign here)
(print name/title)
If required by CMWD, proper notarial acknowledgment of execution by contractor must be
attached. If a corporation. Agreement must be signed by one corporate officer from each of the
following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, General Counsel
Assistant General Ccjunsel
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STATE OF <^<^^''*'0*^'''^
COUNTY OF 3a,f>X>'/^C f
On before me, \^\^\^L^^ ^ /^t>'^^r<^'^o)oU.
(here Insert name and title of tjie officer)
personally appeared.
who proved to me on the basis of satisfactory evidence to be the person(^whose name(«)dpare
subscribed to the within Instrument and acknowledged to me that ^l^he/they executed the same
in ^^her/thejr authorized capacity(ips)7 and that by j^fi^er/their signaturs(s)^n the instrument
the person^^or the entity upon behalf of which the personCsjTacted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing oaraaraDh is true and correct.
WITNESS my hand and official seal.
Signature ( yV
(This area for notary stamp)
STATE OF CALIFORNIA 1 gg.
COUNTY OF San Diego
On before me.
(here insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capaclty(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing oaragraoh is true and correct.
WITNESS my hand and official seal.
Signature
(This area for notary stamp)
ACTION BY WRITTEN CONSENT
OF THE SOLE INCORPORATOR
OF
Ross Engineering Group Inc.,
a California Corporation,
June 4,2012
The undersigned, acting as the sole incorporator of Ross Engineering Group Inc.,
a California corporation (the "Corporation"), does hereby approve and adopt the
following resolutions by this written consent (this "Written Consent") pursuant to the
laws of the state of California, which shall be effective upon the commencement of the
Corporation's existence.
The following bylaws of the Corporation are hereby adopted: "The Board of
Directors of the Corporation shall consist of one (1). To the extent permitted by law,
bylaws of the Corporation may be adopted, amended, repealed, and superseded by the
Board of Directors of the Corporation."
Each person named below is hereby elected to serve as a director of the
Corporation until such time as his or her successor is duly elected and qualified.
Ronald Ross
The officers of the Corporation, as elected by the Corporation's Board of
Directors, are authorized and directed to insert a copy of this Written Consent in the
minute book of the Corporation.
The undersigned, the sole incorporator of the Corporation, hereby resigns as the
incorporator of the Corporation, effective immediately following his or her execution of
this Written Consent below.
IN WITNESS WHEREOF, the undersigned, being the sole incorporator of the
Corporation, executes this Written Consent as of the date set forth above.
UNANIMOUS WRITTEN CONSENT IN
LIEU OF FIRST MEETING OF THE BOARD OF DIRECTORS
OF
Ross Engineering Group Inc.,
a California Corporation
The undersigned, constituting all of the members of the board of directors (the
"Board") of Ross Engineering Group Inc., a California corporation (the "Corporation"),
in lieu of holding a meeting of the Board, do hereby approve and adopt the following
resolutions by this unanimous written consent ("Written Consent") pursuant to the laws
of the state of California.
Adoption of Bvlaws
RESOLVED, that the bylaws presented to the Board and attached hereto are
adopted as the bylaws of the Corporation ("Bylaws") and amend, restate, and supersede
the Corporation's prior existing bylaws, if any, in their entirety.
Stock Issuance
RESOLVED, that the Corporation hereby accepts the contribution of all of the
assets and business of, and hereby assumes all of the Uabilities of Ross Engineering
Group, a sole proprietorship, and that the fair market value of such business is
$30,000.00.
RESOLVED, that the Corporation is hereby authorized to issue shares of common
stock of the Corporation, $0,001 par value (the "Shares"), to the individuals named
below, the current owners of Ross Engineering Group, in exchange for the contribution
of all of the business of Ross Engineering Group.
Name of Shareholder Number of Shares
Ronald Ross 1
FURTHER RESOLVED, that the consideration to be received for the above-
mentioned Shares is adequate and approved, and that, upon receipt of such contribution
and final copies of all appropriate documentation required by Corporation to fully
effectuate the transaction, the officers of the Corporation are hereby authorized to execute
and deliver to each person named above a certificate representing the number of Shares
set forth above, and such Shares shall be validly issued, fully paid and non-assessable
common stock of the Corporation.
Election of Officers
RESOLVED, that the following individuals are hereby elected to serve in the
offices of the Corporation set forth opposite their respective names until their respective
successors are duly elected and qualified or their earlier resignation or removal:
President: Ronald Ross
Chief Financial Officer: Ronald Ross
Secretary: Ronald Ross
Corporate Documents and Proceedings
RESOLVED, that the officers of the Corporation are hereby authorized and
directed to procure all corporate books, books of account and stock books which may be
required by the laws of California or of any foreign jurisdiction in which the Corporation
may do business or which may be necessary or appropriate in connection with the
business of the Corporation.
FURTHER RESOLVED, that the officers of the Corporation are authorized and
directed to maintain a minute book containing the minutes of any and all meetings and
actions of the Board, Board committees and the Corporation's shareholders, together with
such other documents, including this Written Consent, as the Corporation, the Board or
the Corporation's shareholders shall from time to time direct.
FURTHER RESOLVED, that the Secretary of the Corporation is authorized and
instructed to insert a copy of the Articles of Incorporation of the Corporation as filed in
the office of the California Secretary of State and certified by the California Secretary of
State and a copy of the Bylaws, as each such document is amended from time to time, in
the minute book of the Corporation.
FURTHER RESOLVED, that the Corporation shall have a corporate seal in the
form of two concentric circles with the name of the Corporation between the two circles
and the year of incorporation and California within the inner circle.
FURTHER RESOLVED, that the form of stock certificate has been presented to
the Board for review and is hereby approved and adopted as the form stock certificate of
the Corporation and the Secretary is directed to insert a specimen of such stock certificate
in the minute book of the Corporation.
FURTHER RESOLVED, that the Secretary of the Corporation is hereby
authorized and directed to insert a copy of the Bylaws as amended from time to time in
the minute book of the Corporation and to see that a copy is kept at the principal
executive office for the transaction of business of the Corporation.
FURTHER RESOLVED, that all actions taken by the Corporation's incorporator
LegalZoom.com, Inc. and/or its agents, in connection with the formation of the
Corporation are hereby in all respects approved, ratified and affirmed for and on behalf of
the Corporation.
Annual Accounting Period
RESOLVED, that until otherwise determined by the Board the fiscal year of the
Corporation shall end on December 31.
Principal Executive Office
RESOLVED, that the principal executive office of the Corporation shall be
located at 2254 Moore Street, Suite 100, San Diego, California 92110.
Bank Account
RESOLVED, that the officers of the Corporation are hereby authorized to
establish an account in the name of the Corporation with any federally msured depository
institution and complete, execute and deliver any and all documents as may be reasonably
required by any such depository mstitution to establish any such account including, but
not limited to, standard signature card and/or form banking resolutions.
RESOLVED FURTHER, that standard form resolutions as may be reasonably
required by any such depository institution to be adopted by this Board in connection
with the establishment of such account are hereby deemed adopted as resolutions of this
Board pursuant to this Written Consent with the same force and effect as if presented to
the Board and adopted thereby on the date of this Written Consent, as to which tiie
Secretary may certify and that any depository institution that receives a copy of these
resolutions from the Corporation that is certified by the Secretary is entitled to rely
thereon for all purposes to establish appropriate accounts in Corporation's name until
such depository institution is otherwise notified by Corporation.
Oualification to do Business
RESOLVED, that for the purpose of authorizing tiie Corporation to do business
under the laws of any state, territory or possession of tiie United States or of any foreign
country in which it is necessary or convenient for tiie Corporation to transact business,
tiie officers of tiie Corporation are hereby autiiorized in tiie name and on behalf of tiie
Corporation to take such action as may be necessary or advisable to effect tiie
qualification of tiie Corporation to do business as a foreign corporation in any of such
states, territories, possessions or foreign countries and in connection tiierewitii to appoint
and substitute all necessary agents or attorneys for service of process, to designate or
change tiie location of all necessary statutory offices, and to execute, acknowledge,
verify, deliver, file or cause to be published any necessary applications, papers,
certificates, reports, consents to service of process, powers of attorney and otiier
instruments as may be required by any of such laws, and, whenever it is expedient for the
Corporation to cease doing business and witiidraw from any such state, temtory,
possession or foreign country, to revoke any appointment of agent or attorney for service
of process and to file such applications, papers, certificates, reports, revocation ot
appointment or surrender of authority as may be necessary to terminate the autiionty ot
tiie Corporation to do business in any such state, territory, possession or foreign country.
RESOLVED FURTHER, tiiat any resolutions which in connection with tiie
foregoing shall be certified by tiie Secretary of tiie Corporation as having been adopted
by the Board pursuant to tiiis Written Consent shall be deemed adopted pursuant to tins
Written Consent witiii tiie same force and effect as if presented to tiie Board and adopted
tiiereby on tiie date of tiiis Written Consent, and shall be included in the minute book of
the Corporation.
Pavment of Expenses
RESOLVED, tiiat the officers of tiie Corporation are hereby authorized and
directed to pay all expenses arising out of tiie incorporation and formation of the
Corporation, including reimbursing any person for such person's verifiable expenses
therefor.
Agent for Service of Process
RESOLVED, tiiat Ronald Ross, 2254 Moore Street, Suite 100, San Diego,
California 92110 shall be appointed tiie Corporation's agent for service of process.
Subchapter S Election
RESOLVED, tiiat tiie Corporation shall elect to be taxed as a "small business
corporation" under Subchapter S of tiie Internal Revenue Code, as amended and under
tiie parallel provisions of tiie laws of tiie state of California and tiie officers of tiie
Corporation are hereby autiiorized and directed to complete and file all proper and
necessary documentation and take all appropriate actions necessary for such election
including, but not limited to, obtaining tiie consent of each shareholder of tiie Corporation
to such Subchapter S election.
General Authorization
RESOLVED tiiat tiie officers of tiie Corporation are, and each of tiiem hereby is,
autiiorized, empowered and directed, in tiie name of and on behalf of tiie Corporation, to
make all otiier arrangements and to take all fiirther action, including tiie payment ot
expendittires and tiie preparation of officer's certificates or any otiier documents, as tiie
officer deems necessary or appropriate in order to frilly effecttiate tiie purposes of tiie
foregoing resolutions.
RESOLVED tiiat any and all actions taken by any officer of tiie Corporation in
connection witii tiie matters contemplated by the foregoing resolutions are hereby
approved, ratified and confirmed in all respects as fiilly as if such actions had been
presented to tiie Board for approval prior to such actions being taken.
IN WITNESS WHEREOF, the undersigned, being all tiie directors of tiie
Corporation, execute(s) this Written Consent as of tiie date set forth below.
IN WITNESS WHEREOF, this consent has been executed as of tiie date below.
Date:
Ronald Ross
EXHIBIT A
CITY OF CARLSBAD
LA COSTA COUNTRY CLUB
WATER MAIN RELOCATION EVALUATION
SCOPE OF WORK
Task 1 - Project Management
Task 1 includes all project management related work, including project set up, coordination with
City staff, and preparing invoices. This task also includes the project kickoff meeting with the
City and all quality assurance and quality control activities for this project.
Task 2 - Existing Dociiiiieiit and As-biiiit Review
Task 2 consists of a detailed review of all existing as-built drawings for the existing water mains,
and other improvement plans within the project sites that could impact the relocation.
Task 3 Site Visit aiifl Meetiiig (1)
This task includes one site visit to the project area as well as one coordination and review
meeting with City staff. It is estimated that a total of two meetings (including project kick-off
meeting) will be required for the completion of this project.
Task 4 - Evaluation of Relocation Alternative
This task includes evaluation of one alignment alternative for the new 8-inch potable waterline.
The evaluation will be collaborated with City staff in order to identify the most cost effective and
practical solution for the project.
Based on our discussions with City Staff the alignment evaluation will include the following:
• Relocation of the existing 8 inch waterline west of the existing pipeline, crossing the
creek by means of HDD. (A preliminary evaluation of the HDD profile will be
conducted).
• Relocation of the existing pipeline within the adjacent residential complex.
Task 5 - Prepare Preliniiiiary Cost Estimate
A detailed project cost estimate will be prepared for the altemative described in Task 4. The
project cost estimate will include a detailed level construction cost estimate. The accuracy of this
estimate will be a planning level estimate in accordance with the American Association of Cost
Engineers (AACE) guidelines. The accuracy of the estimate will be +/- 35%.
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LA COSTA COUNTRY CLUB WATER MAIN RELOCATION EVALUATION
Task 6 - Prepare Letter Report
The results, findings, conclusions, and recommendations for the work completed in Tasks 4 and
5 will be presented in a letter report. The letter report will include exhibits for the proposed
project altemative. Five copies of the draft report will be submitted for City review. A meeting
will be held with City staff to review and discuss comments on the draft report. Five copies of
the final report would be submitted to City along with one PDF copy.
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Exhibit B
Fee Estimate City of Carlsbad
La Costa Country Club
Water Main Relocation Evaluation
October 30, 2012
LABOR HOUR BREAKDOWN
Project Project Drafter Word Project Labor Labor Sub-Total
Manager Engineer Processor/ Accountant Hours Cost Consultants Cost
Clerk
Task Description
Hourly Rates $115 $115 $95 $65 $65
Task 1 -Project Management
1.1- Project Management / Coordination 4 4 $460 $460
1.2 -Kicl<off Meeting 4 4 $460 $460
1.3 - Project Administration / Setup / Invoicing 2 4 6 $490 $490
1.4-QA/QC 8 8 $920 $920
Task 2 - Existing Document and As-Bullt Review
2.1 -Data Collection & Review 4 4 $460 $460
Task 3 - Site Visit and Meeting (1)
3.1 - Site Visit 4 4 $460 $460
3.2-Meeting (1) 4 4 $460 $460
Task 4 - Evaluation of Relocation Altemative
4.1 -Evaluate Altemative 16 16 $1,840 $1,840
Task 5 - Prepare Preliminary Cost Estimate
5.1 - Prepare Estimate 16 16 $1,840 $1,840
Task 6 - Prepare Letter Report
6.1 - Prepare Draft Report 24 16 8 48 $4,800 $4,800
6.2 - Prepare Final Report 8 4 4 16 $1,560 $1,560
Subtotal
Direct Costs:
26 68 20 12 4 130 $13,750 $0 $13,750
Mileage $100
Reproduction / Miscellaneous Field Costs $100
Subtotal Direct Costs: $200
Total Estimated Fee $13,950
Page 1 LA COSTA COUNTRY CLUB WATERMAIN RELOCATION EVALUATION FEE ESTIMATE