CONTRACT 4647A Amendment CLOSED Agreement No. 4647A
FIRST AMENDMENT TO
AGREEMENT NO.4647 BETWEEN
THE CITY OF EL SEGUNDO AND
ENVIRONMENTAL SCIENCE ASSOCIATES INC. (FORMERLY PCR SERVICES
CORPORATION)
THIS FIRST AMENDMENT ("Amendment") is made and entered into this ZI j-r day of
May, 2017, by and between CITY OF EL SEGUNDO, a California general law city and
municipal corporation ("CITY") and ENVIRONMENTAL SCIENCE ASSOCIATES INC., a
California corporation("CONSULTANT").
1. Pursuant to Section 35 of Agreement No. 4647 ("Agreement"), Section 7 is
retroactively amended to read as follows:
"7. TERM. The term of this Agreement is from July 1, 2016 to December 31,
2017. Unless otherwise determined by written amendment between the parties,
this Agreement will terminate in the following instances:
A. Completion of the work specified in Exhibit"B";
B. Termination as stated in Section 15."
2, This Amendment may be executed in any number of counterparts, each of which will
be an original, but all of which together constitutes one instrument executed on the
same date.
3. Except as modified by this Amendment, all other terms and conditions of the
Agreement remain the same.
[SIGNATURES ON FOLLOWING PAGE]
1
Agreement No. 4647A
IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and
year first hereinabove written.
CITY OF EL SEGUNDO ENVIRONMENTAL SCIENCE ASSOCIATES INC.
a enyarp city a('alif"ol is Corporation
Grcg, e Jay Ziff C ity Director
ATTEST:
T 6y,,;, .. er, n �m.:, ��ov�� Name,
9 y Clerk A te,a- Title
IN
Taxpayer ID No. 94-1698350
APPROVED AS TO FORM:
C a¢�AD rnee s lqey,
.,,
�' y
2
�r. Agree&&t7*24�
0
CERTIFICATE OF AMENDMENT
OF ILA
ARTICLES OF INCORPORATION
Sret o tt
OF PCR SERVICES CORPORATION, E` e California t
a California Corporation R 1
MA e
The undersigned certifies that:
1. They are the president and the secretary of PCR Services Corporation, a California
Corporation.
2. Article One of the Articles of Incorporation of this corporation is amended to read as follows:
"I. The name of this corporation is ESA PCR"
3. The foregoing amendment of Articles of Incorporation has been duly approved by the board
of directors.
4. The foregoing amendment of Articles of Incorporation has been duly approved by the
required vote of shareholders in accordance with Section 902 of the California Corporations
Code. The total number of outstanding shares of the corporation is one thousand(1,000).
The number of shares voting in favor of the amendment equaled or exceeded the vote
required. The percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of California that the
matters set forth in this certificate are true and correct of our own knowledge.
Dated: March 14, 2016 !� .
Gary W. Oratcs, President
Albert Cuisinot, Secretary h
I
u
I
110 4444127151944v.I
Agreement No. 4647A
i oraoy cervy a*d ha,foregoing
tfarlsolpt of mqem
isa full,lw and U," 'Od cm of the
oilginal rword in the custody of the
(."Affsniia Swr oury of State's affico.
A
MAR 17 2016
o0i
AL;� seastary Of sm
Agreement No. 4647A
RESOLUTIONS BY WRITTEN CONSENT
IN LIEU OF SPECIAL MEETING OF
THE BOARD OF DIRECTORS
OF
PCII SERVICES CORPORATION,
a California corporation
Pursuant to Section 307(b) of the California Corporations Code, as amended, the
undersigned, being all of the directors of PCR Services Corporation, a California
corporation (the "Corporation"), do hereby approve and authorize the actions and
resolutions hereinafter set forth and consent in writing to their adoption:
1. Amendment of Bvlaws.
WHEREAS, the Board of Directors has reviewed and discussed the Bylaws of this
Corporation and believes it to be in the best interests of the Corporation to amend the
Bylaws to modify the provisions regarding the authorized number of directors; and
WHEREAS, the Corporation's sole shareholder has approved these amendments
to the Bylaws and has elected the undersigned as directors of this Corporation;
RESOLVED, that the Board of Directors ratifies the amendment of the Bylaws by
deleting Article Ill, Section 2 of the Bylaws and replacing it with a new Article III,
Section 2 as set forth in Exhibit A hereto;
RESOLVED FURTHER, that the Board ratifies and approves setting the number
of directors at three (3) until that number may be changed as set forth in the Bylaws as
amended.
2. Appointment of Officers.
WHEREAS, all of the present officers of the Corporation have tendered their
resignations pursuant to that certain Stock Purchase Agreement between the Corporation,
its former shareholders, and Environmental Science Associates, a California corporation,
dated February 29, 2016;
RESOLVED, that the following individuals are hereby appointed to serve as the
officers of the Corporation until their successors are duly appointed:
Name Position
Gary W. Oates President
Albert Cuisinot Secretary and Treasurer mm
Leslie Moulton Senior Vice President
Brian Ramos Senior Vice President and Director of Operations 1.
Greg Broughton Senior Vice 'J ent and Strategic ' Ad
I resid visor
w 1, .
Agreement No. 4647A
3. Atr moval of Baidifita Resolutions,
WHEREAS, the Corporation has requested first American Bank (the "Bank") to
lend to the Corporation certain sums on a revolving credit and term loan basis and to
provide other financing accommodations to the Corporation;
RESOLVED, that any one or more of the officers of the Corporation be, and each
hereby is, authorized, empowered, and directed, in the name and on behalf of the
Corporation:
(a) To borrow from the Bank certain sums on a revolving credit and term loan
basis and to cause the Bank to provide other financing accommodations to the
Corporation and to execute and deliver to the Bank one or more promissory
notes (the "Notes"), in form and substance satisfactory to the Bank, to
evidence the borrowing from the Bank, the execution and delivery of the
Notes by such officer or officers of the Corporation to be deemed conclusive
evidence of the approval by the Corporation of the terms, provisions, and
conditions thereof;
(b) To execute and deliver, in connection with such borrowings and other
financial accommodations, a Loan and Security agreement (the "Loan
Agreement"), a Revolving Note and a Term Note (collectively, the "Notes")
and such other instruments, agreements and documents (the Loan Agreement,
Notes and other instruments and documents are collectively sometimes
referred to herein as the "Loan Documents") substantially in the form
submitted to the directors, together with such mod ificatioils thereof as such
officer or officers of the Corporation shall approve, the execution and delivery
of the Loan and Security Agreement and such other Loan Documents by such
officer or officers of the Corporation to be deemed conclusive evidence of the
approval by the Corporation of the terms,provisions, and conditions thereof;
(c) To make, execute, and deliver to the Bank any and all financing statements,
consents, confirmations, certificates, documents, instruments, amendments,
papers, or writing as may be required by the Bank in connection with or in
furtherance of the Notes, the Loan and Security Agreement and other Loan
Documents and any other transactions contemplated by this resolution, the
same to be in form and substance satisfactory to the Bank, and to do any and
all acts necessary or desirable to effectuate this resolution, the execution,
delivery, and performance thereof by such officer or officers of the
Corporation to be deemed conclusive evidence of the approval by the
Corporation of the terms, provisions, and conditions thereof;
(d) To pledge with, or assign to the Bank, or to grant to the Bank a security
interest in or mortgage on, such assets and property of the Corporation as may
- 2 -
Agreement No. 4647A
now or hereafter be required by the Bank as security for all indebtedness and
obligations of the corporation to the Bank now existing or hereafter arising,
and to execute and deliver in connection therewith one or more pledge
agreements, assignments, mortgages, or security agreements (the "Security
Agreements"), in form and substance satisfactory to the Bank, the execution
and delivery of the Security Agreements by such officer or officers of the
Corporation to be deemed conclusive evidence of the approval by the
Corporation of the terms, provisions, and conditions thereof; and
RESOLVED FURTHER, that the secretary or any assistant secretary of the
Corporation or any other officer of the Corporation be and each hereby is authorized to
certify and deliver to the Bank under the seal of the Corporation if required by the bylaws,
copies of these resolutions.
These Minutes shall be filed with the minutes of the proceedings of the
shareholder of the Corporation.
Dated as of the 2nd day of March, 2016.
DIRECTORS
Gary W. Oates Leslie Moulton
Brian Ramos
_ 3 �
1
Agreement No. 4647A
Exhibit A
Amendment to Bylaws
Agreement No. 4647A
PCR SERVICES CORPORATION BYLAWS AMENDMENT
" 2, :tti��i�cr."..tg��(::1�( uaiit cation of Directors. The number of directors
"Section . ._ ....
shall be not less than three (3) nor more than five (5); provided, however, that so
long as the corporation has only one shareholder, the Corporation may have a
minimum of one (l) director and so long as it has only two shareholders the
corporation may have a minimum of two (2) directors. Subject to the foregoing,
the exact number of directors shall be three until changed, within the limits
specified above, by a resolution adopted by the majority of the Board. A bylaw
specifying or changing a fixed number of directors or the maximum or minimum
number or changing from a fixed to a variable Board of Directors or vice versa
may be changed by an amendment to this Bylaw duly adopted by the vote or
written consent of holders of a majority of the outstanding shares entitled to vote;
provided however, that an amendment reducing the number or the minimum
number of directors to a number less than three (3) cannot be adopted if the votes
cast against its adoption at the meeting of the shareholders, or the shares not
consenting, in the case of action by written consent, are equal to more than sixteen
and two-thirds percent (16-2/3%) of the outstanding shares entitled to vote. No
amendment may change the stated maximum number of authorized directors to a
number greater than two (2) times the stated minimum number of directors minus
one (1)."
C N S A/106244918418397%,2
2
Agreement No. 4647A
RESOLUTIONS BY WRITTEN CONSENT
IN LIEU OF SPECIAL MEETING OF
THESHAREHOLDERS
OF
PCR SERVICES CORPORATION,
a California corporation
The undersigned, being the sole shareholder of PCR Services Corporation, a
California corporation (the "Corporation"), pursuant to Section 603 of the California
Corporations Code, does hereby approve the following resolutions hereinafter set forth
and consent in writing to their adoption:
1. Amendment of Bylaws.
WHEREAS, the shareholder reviewed the Bylaws of this Corporation and
believes it to be in the best interests of the Corporation to amend the Bylaws to modify
the provisions regarding the authorized number of directors;
RESOLVED, that Article III, Section 2 of the Corporations Bylaws hereby is
repealed and replaced by a new Article III, Section 2 to read in its entirety as set forth on
Exhibit A hereto,which amendment be, and hereby is, approved.
2. Number of Directors.
RESOLVED, that the number of directors of the Corporation shall be set at three
(3).
3. Election of Directors.
WHEREAS, all of the directors of the Corporation tendered their resignations
pursuant to that certain Stock Purchase Agreement between the Corporation, its former
shareholders, and Environmental Science Associates, a California corporation, dated
February 29, 2016;
RESOLVED, that the following individuals be elected to serve as the directors of
(lie Corporation until their successors have been elected and duly qualified:
Gary W. Oates
Leslie Moulton
Brian Ramos
Isignatures follow]
- 1 -
Agreement No. 4647A
These Minutes shall be filed with the minutes of the proceedings of the
shareholder of the Corporation.
Dated as of the 151 day of March,2016.
SHAREHOLDER
Environmental Science Associate
Gary W. Oates, President
- 2 -
Agreement No. 4647A
;exhibit A
Amendment to Bylaws
Agreement No. 4647A
PCR SERVICES CORPORA'T'ION BYLAWS AMENDMENT
"Section 2. Number and Otialilication of Directors. The number of directors
shall be not less than three (3) nor more than five (5); provided, however, that so
long as the corporation has only one shareholder, the Corporation may have a
nrrnamum of one (1) director and so long as it has only two shareholders the
corporation may have a minimum of two (2) directors. Subject to the foregoing,
the exact number of directors shall be three until changed, within the limits
specified above, by a resolution adopted by the majority of the Board. A bylaw
specifying or changing a fixed number of directors or the maximum or minimum
number or changing from a fixed to a variable Board of Directors or vice versa
may be changed by an amendment to this Bylaw duly adopted by the vote or
written consent of holders of a majority of the outstanding shares entitled to vote;
provided however, that an amendment reducing the number or the minimum
number of directors to a number less than three (3) cannot be adopted if the votes
cast against its adoption at the meeting of the shareholders, or the shares not
consenting, in the case of action by written consent, are equal to more than sixteen
and two-thirds percent (16-2/3%) of the outstanding shares entitled to vote. No
amendment may change the stated maximum number of authorized directors to a
number greater than two (2) times the stated minimum number of directors minus
one
2
Agreement NcFeWftA
Effective 2017, ESA Officers and select other Certified Contract Signers are authorized to sign contracts,
modifications, and subcontracts. Following are the authorized individuals by ESA office.
*Note: The individuals highlighted in BOLD type are authorized to sign engineering and design contracts. See
�ignatur Authorit l�ol�for guidance on signature authority levels and Contract review FA s,
AUTHORIZED ESA CONTRACT SIGNERS: OFFICERS + CERTIFIED CONTRACT SIGNERS
NORTHWEST REGION
• Molly Adolfson, Sr.VP, NW Water Practice Leader
Seattle Office Margaret Clancy,VP, NW Regional Director
• Teresa Vanderburg,VP, NW Biological Resources Practice Leader
..................
• Paul Agrimis, P.E.,VP, Landscape Architecture Program Leader*
Portland Office Ken Vigil, P.E.,VP, NW Environmental Hydrology Practice Leader*
• Joe Richards,Senior Technical Expert, NW EH*
• Susan Cunningham, Program Manager, NW Biological Resources
NORTHERN CALIFORNIA REGION
Petaluma Officer Betty Andrews, P.E.,VP,Sr. Program Manager EH*
• Jim O'Toole,VP, CA Water Practice Leader
.........................
• Bob Battalio, P.E.,VP,Chief Engineer*
• Annette Bonilla,VP, HR Director
• Ann Borgonovo, P.E.,VP, CA EH Practice Leader*
San Francisco Albert Cuisinot, Sr.VP, CFO
• Leslie Moulton-Post, President, CEO
• Gary Oates, Sr.VP, Strategic Client Director
• Brian Ramos, Sr.VP, COO
• Janna Scott, SF Office Leader
Oakland Office • TBD—(once we expand our Oakland office in Q2 2017)
• Steve Alverson, Sr.VP, Strategic Client Director
• Brian Boxer, Sr.VP, NorCal Regional Director
Sacramento Office Erich Fischer, Sr.VP CA Biological Resources Practice Leader
• Cathy McEfee, VP, Central Valley Water Group Director
• Dana McGowan,VP, Cultural Resources Practice Leader
_.............................................._ _.
SOUTHERN CALIFORNIA REGION
Ventura Office • Monica Strauss, Cultural Resources Director
............... ..
Santa Monica Office • Greg Broughton,VP, Strategic Client Director
• Jay Ziff, Community Development Program Director
_w_. ..�.�....................
• Terri Avila,VP, CA Community Development Practice Leader
Los Angeles Office • Tom Barnes, VP, SoCal Water and Energy Director
_._._......................................................................._w
Deanna Hansen, VP, SoCal Community Development Director
Pasadena Office • Heidi Rous,Air Quality Services Director
...._...............................
Irvine Office Steve Nelson, VP, SoCal Biological Resources Director
San Diego Office Bobbette Biddulph, Sr.VP SoCal Regional Director
• Eric Ruby, Sr. VP, Strategic Client Director
SOUTHEAST REGION
Orlando Office Mike Arnold, Sr. VP,Airports Practice Leader
• Julie Sullivan, VP, Southeast Regional Director
.. ....................... ...........
Tampa Office Doug Robison,VP SE Biological Resources Director
Page 1 of 1