HomeMy WebLinkAboutHarris & Associates; 2008-02-27;AGREEMENT FOR ASSESSMENT DISTRICT ADMINISTRATION, ENGINEERING
AND ANNEXATION SERVICES
HARRIS & ASSOCIATES
THIS AGREEMENT is made and entered into as of the °*^ day of
^P 2008, by and between the CITY OF CARLSBAD, a municipal
corporation ,$/City"), and Harris & Associates, a corporation, ("Contractor").
RECITALS
A. City requires the professional services of an Engineering Firm that is
experienced in assessment district administration, engineering and annexation services.
B. Contractor has the necessary experience in providing professional
services and advice related to assessment district administration, engineering and
annexation services.
C. Selection of Contractor is expected to achieve the desired results in an
expedited fashion.
D. Contractor has submitted a proposal to City and has affirmed its
willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City 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 five (5) years from the date
first above written. The term of the contract is based upon a satisfactory review of
Contractor's performance and the annual appropriation of funds by the City Council.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
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5. COMPENSATION
Engineering and Administration Services
The total fee payable for the Services to be performed on an annual basis during the
term of the agreement will be eighteen thousand dollars ($18,000.00) for the Street
Lighting Improvement Zone, the Street Tree Improvement Zone, the Median
Landscaping Improvement Zone and the Buena Vista Channel Maintenance District.
The total fee payable for the Services to be performed on an annual basis during the
term of the agreement will be five hundred dollars per zone ($500.00 per zone) for
Street Lighting and Landscaping District No. 2. No other compensation for the Services
will be allowed except for items covered by subsequent amendments to this Agreement.
A more detailed breakout of the fees are defined in attached Exhibit "A", which is
incorporated by this reference in accordance with the Agreement's terms and
conditions.
Annexation Services
The total fee payable for the Services to be performed during the term of the agreement
will be four thousand dollars per annexation ($4,000.00 per annexation) in Street
Lighting and Landscaping District No. 2. Annexations will be done on an as-needed
basis, with no more than six annexations per year. No other compensation for the
Services will be allowed except for items covered by subsequent amendments to this
Agreement.
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
City. Contractor will be under control of City only as to the result to be accomplished,
but will consult with City as necessary. The persons used by Contractor to provide
services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and
complete compensation to which Contractor is entitled. City will not make any federal or
state tax withholdings on behalf of Contractor or its agents, employees or
subcontractors. City will not be required to pay any workers' compensation insurance or
unemployment contributions on behalf of Contractor or its employees or subcontractors.
Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers'
compensation payment which City may be required to make on behalf of Contractor or
any agent, employee, or subcontractor of Contractor for work done under this
Agreement. At the City's election, City may deduct the indemnification amount from any
balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval
of City. If Contractor subcontracts any of the Services, Contractor will be fully
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responsible to City for the acts and omissions of Contractor's subcontractor and of the
persons either directly or indirectly employed by the subcontractor, as Contractor is for
the acts and omissions of persons directly employed by Contractor. Nothing contained
in this Agreement will create any contractual relationship between any subcontractor of
Contractor and City. Contractor will be responsible for payment of subcontractors.
Contractor will bind every subcontractor and every subcontractor of a subcontractor by
the terms of this Agreement applicable to Contractor's work unless specifically noted to
the contrary in the subcontract and approved in writing by City.
8. OTHER CONTRACTORS
The City 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 to
the extent 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-:V".
10.1 Coverages and Limits.
Contractor will maintain the types of coverages and minimum limits indicated below,
unless City Attorney or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's
indemnification obligations under this Agreement. City, its officers, agents and
employees make no representation that the limits of the insurance specified to be
carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If
Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
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10.1.1 Commercial General Liability Insurance. $1.000.000 combined
single-limit per occurrence for bodily injury, personal injury and property damage. If the
submitted policies contain aggregate limits, general aggregate limits will apply
separately to the work under this Agreement or the general aggregate will be twice the
required per occurrence limit.
10.1.2 Automobile Liability (if the use of an automobile is involved for
Contractor's work for City). $1,000,000 combined single-limit per accident for bodily
injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers'
Compensation limits as required by the California Labor Code and Employer's Liability
limits of $1,000,000 per accident for bodily injury. Workers' Compensation and
Employer's Liability insurance will not be required if Contractor has no employees and
provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to
Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must
be maintained for a period of five years following the date of completion of the work.
10.2. Additional Provisions. Contractor will ensure that the policies of insurance
required under this Agreement contain, or are endorsed to contain, the following
provisions:
10.2.1 The City will be named as an additional insured on General
Liability.
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 City sent by certified mail pursuant to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution
of this Agreement, Contractor will furnish certificates of insurance and endorsements to
City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these
insurance coverages, then City will have the option to declare Contractor in breach, or
may purchase replacement insurance or pay the premiums that are due on existing
policies in order to maintain the required coverages. Contractor is responsible for any
payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
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10.5 Submission of Insurance Policies. City reserves the right to require, at anytime,
complete and certified copies of any or all required insurance policies and
endorsements.
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 City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this
Agreement. Contractor will allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors
pursuant to this Agreement is the property of City. In the event this Agreement is
terminated, all work product produced by Contractor or its agents, employees and
subcontractors pursuant to this Agreement will be delivered at once to City. Contractor
will have the right to make one (1) copy of the work product for Contractor's records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City
and Contractor relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notices or to receive written
notice on behalf of City and on behalf of Contractor under this Agreement.
For City:
Name: Kevin Branca
Title: Assistant Finance Director
Department: Finance
City of Carlsbad
Address: 1635 Faraday Avenue
Carlsbad, CA 92008
Phone No.: (760)602-2418
For Contractor:
Name: Joan E. Cox, PE
Title: Senior Project Manager
Address: 34 Executive Park, Suite 150
Irvine, CA 92614-4705
Phone No.: (800) 827-4901 Ext. 337
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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
City will evaluate Contractor's duties pursuant to this Agreement to determine whether
disclosure under the Political Reform Act and City's Conflict of Interest Code is required
of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be
determined that disclosure is required, Contractor or Contractor's affected employees,
agents, or subcontractors will complete and file with the City Clerk those schedules
specified by City and contained in the Statement of Economic Interests Form 700.
Contractor, for Contractor and on behalf of Contractor's agents, employees,
subcontractors and consultants warrants that by execution of this Agreement, that they
have no interest, present or contemplated, in the projects affected by this Agreement.
Contractor further warrants that neither Contractor, nor Contractor's agents, employees,
subcontractors and consultants have any ancillary real property, business interests or
income that will be affected by this Agreement or, alternatively, that Contractor will file
with the City an affidavit disclosing this interest.
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 City will
reduce such questions, and their respective views, to writing. A copy of such
documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative
receiving the letter will reply to the letter along with a recommended method of
resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory
to the aggrieved party, a letter outlining the disputes will be forwarded to the City
Manager. The City Manager will consider the facts and solutions recommended by each
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party and may then opt to direct a solution to the problem. In such cases, the action of
the City Manager will be binding upon the parties involved, although nothing in this
procedure will prohibit the parties from seeking remedies available to them at law.
20. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services,
City may terminate this Agreement for nonperformance by notifying Contractor by
certified mail of the termination. If City decides to abandon or indefinitely postpone the
work or services contemplated by this Agreement, City may terminate this Agreement
upon written notice to Contractor. Upon notification of termination, Contractor has five
(5) business days to deliver any documents owned by City and all work in progress to
City address contained in this Agreement. City will make a determination of fact based
upon the work product delivered to City and of the percentage of work that Contractor
has performed which is usable and of worth to City in having the Agreement completed.
Based upon that finding City will determine the final payment of the Agreement.
Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement. In this event and upon request of City, Contractor will
assemble the work product and put it in order for proper filing and closing and deliver it
to City. Contractor will be paid for work performed to the termination date; however, the
total will not exceed the lump sum fee payable under this Agreement. City will make the
final determination as to the portions of tasks completed and the compensation to be
made.
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 Contractor has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift,
or any other consideration contingent upon, or resulting from, the award or making of
this Agreement. For breach or violation of this warranty, City will have the right to annul
this Agreement without liability, or, in its discretion, to deduct from the Agreement price
or consideration, or otherwise recover, the full amount of the fee, commission,
percentage, brokerage fees, gift, or contingent fee.
22. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to
City must be asserted as part of the Agreement process as set forth in this Agreement
and not in anticipation of litigation or in conjunction with litigation. Contractor
acknowledges that if a false claim is submitted to City, it may be considered fraud and
Contractor may be subject to criminal prosecution. Contractor acknowledges that
California Government Code sections 12650 et seq.. the False Claims Act applies to
this Agreement and, provides for civil penalties where a person knowingly submits a
false claim to a public entity. These provisions include false claims made with deliberate
ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is
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entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges
that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor
on any public work or improvement for a period of up to five (5) years. Contractor
acknowledges debarment by another jurisdiction is grounds for City to terminate this
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 City and
Contractor and their respective successors. Neither this Agreement or any part of it nor
any monies due or to become due under it may be assigned by Contractor without the
prior consent of City, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated
by it, along with the purchase order for this Agreement and its provisions, embody the
entire Agreement and understanding between the parties relating to the subject matter
of it. In case of conflict, the terms of the Agreement supersede the purchase order.
Neither this Agreement nor any of its provisions may be amended, modified, waived or
discharged except in a writing signed by both parties.
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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 authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR CITY OF
corporatio
(sign here)
Dennis Anderson
danderson @ harris-assoc.com
LO
City Clerk
•^ •=?<t3BB^: xIf required by City, proper notarial acknowledgment of execution by contr*ajjtor£'''x v^sS
must be attached. If a Corporation. Agreement must be signed by one corporaVe"nOXV
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:
RONALTp^zBALL, City Attorney
^ Deputy City Attorney
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EXHIBIT "A"
SCOPE OF SERVICES
Administration and Engineering Services
1. Coordinate with City departments, the County Assessor's office and County
Auditor/Controller's office as necessary to obtain the necessary information to
prepare the Engineer's Reports and calculate the assessment for the annual
assessment levy. This includes Assessor's parcel maps, Assessor's data
files, boundary maps, budget data, and other required information.
2. Maintain an assessment database for each assessment district from the
previous year's assessment data, and update the databases based on
changes to assessor's parcels. Programs will be updated / created as
necessary to calculate the Benefit Units for each parcel based on the
approved assessment formula.
3. Prepare the Engineer's Reports, to be signed by a Registered Professional
Engineer, including review of the budget information, the general benefit
contribution calculation, assessment methodology, improvements to be
funded and levels of service, assessment diagram and general compliance
with the authorizing codes. Assist with the preparation of Agenda Bills and
Resolutions, and presentation of the Engineer's Report to the City Council
and property owners, as required.
4. Assist with and present material, as needed, at public meetings and
workshops and public hearings to discuss the Districts' services, budgets,
compliance with Proposition 218, and any concerns generated by property
owners.
5. Prepare and submit all required forms and transmittals to the County for
acceptance of the assessments for inclusion on the property tax bills. Provide
to the City electronic and paper reports of the district databases, as required
by the City.
6. Provide administration services throughout the year, including appeals
processing, assessment apportionments, and citizen inquiries. A toll-free
telephone number will be provided for such inquiries.
7. Provide an annual report for each District to City staff listing the "noticed" levy
amounts for each Assessor's parcel number and certain information
requested by the City that may include acreage, land use codes, number of
dwelling units, owner information, situs address, etc.
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8. Provide advisory services to the City regarding long-term projections on the
future costs and assessments for the individual Zones in the District, and
including Proposition 218 compliance issues, public education and outreach
concepts and general methodology options.
Fee Schedule for Administration and Engineering Services
Street Lighting and Landscaping District No. 1
Street Lighting Improvement Zone $6,000 lump sum per year
Street Tree Improvement Zone $2,500 lump sum per year
Median Landscaping Improvement Zone $6,000 lump sum per year
Street Lighting and Landscaping District No. 2
9+ Improvement Zones $500 lump sum per Zone per year
Buena Vista Channel Maintenance District Benefit Area No. 1 $3,500 lump sum per year
Notes:
1. Attendance at meetings as described in the Scope of Work and indirect
expenses (such as mileage, duplicating and postage) are included in the lump
sum fees.
2. The fees shown above assume the Districts and Improvement Zones have
concurrent proceedings.
3. Any methodology modifications or noticing and balloting costs associated with
Proposition 218 compliance issues are specifically excluded from the fees
shown above.
Invoices will be submitted monthly for services performed in the previous month,
not to exceed the cumulative percentages shown below. Undisputed invoices will
be paid within 30 days of receipt.
Preliminary Engineer's Report 30 %
Final Engineer's Report 50 %
Council Meeting adopting Resolution of Intention 55 %
Public Hearing 60%
Initial Submittal of Assessments to County 85 %
Final Submittal of Assessments to County 100 %
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Annexation Services (Street Lighting and Landscaping District No. 2)
1. Coordinate with City staff to obtain copies of the area map for the
parcels/developments being annexed and with developer representatives to
obtain all needed information.
2. Prepare a description of the District improvements that specially benefit the
property being annexed. Each improvement must be discussed separately
and the types of services the improvements will receive must also be
discussed.
3. Prepare an Assessment Calculation Information sheet, to include such items
as the District name, total District assessment, proposed maximum
assessment for property being annexed, duration of the proposed
assessment, reason for the assessment, and calculation of the methodology
for the assessment. The assessment calculation will be specific to the Benefit
Zone the parcel/development being annexed is in and should provide a
description of the Zone, the estimated actual EDU rates by land use, and the
maximum assessment rates per EDU.
4. Prepare and provide to the City Assessment Ballots for the properties being
annexed.
5. Prepare and submit required information to the County for each annexation.
6. Update the ensuing fiscal year's Engineer's Report and levy to include the
annexed parcels.
7. 7. Assist with and present material, as needed, at public meetings and
workshops and public hearings to discuss the District's services, budgets,
compliance with Proposition 218, and any concerns generated by the
property owners being annexed. This also entails assistance, as needed,
with the preparation of agenda bills and resolutions.
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MINUTES OF ACTION
of
BOARD OF DIRECTORS of HARRIS & ASSOCIATES, Inc.
A California Corporation
September 11, 2006
Pursuant to California Corporations Code Section 307(b) and the Bylaws of the corporation,
the following action is hereby taken pursuant to the Harris & Associates, Inc., September 11,
2006 Board of Directors' meeting.
AUTHORIZATION TO ENTER INTO CONTRACTS:
The Board has discussed the matter of signing authority for contracts and the appropriate
limits on signing authority. The Board is in agreement that such limits should be expressly
set forth and therefore upon motion duly made, seconded and carried by a majority vote
adopts the following resolutions:
RESOLVED, the contracts to be executed on behalf of this corporation obligating it to
perform services shall require only one (1) authorized signature as hereinafter
provided.
RESOLVED FURTHER, that all contracts up to Fifty Thousand Dollars ($50,000)
may be executed on behalf of the corporation by the following Office Managers of the
corporation:
Cindy Laffoon Keri McQueen
Denise Owen Bonnie Volkle
RESOLVED FURTHER, that all contracts up to Two Hundred and Fifty Thousand
Dollars ($250,000) may be executed on behalf of the corporation by the following
Managers of the corporation:
Dennis A. Anderson Randall Berry
Joan Cox Isaac C. Dee
Ehab S. Gerges Greg Griffith
William Little III Scott E. Perry
RESOLVED FURTHER, that all contracts up to Five Hundred Thousand Dollars
($500,000) may be executed on behalf of the corporation by the following Managers
of the corporation:
Dennis Anderson James Bissell
Leonardo Flor Ramon Guiao
Ramiro S. Herrera Javier Saunders
Darren Schulz Kim Sloat
Minutes of Action
September 11, 2006
RESOLVED FURTHER, that all contracts up to One Million Dollars ($1,000,000) may
be executed on behalf of the corporation by the following Vice Presidents of the
corporation:
Michael K. Cooper
Robert DeLiso
Stephen M. Ehninger
James R. Guerrero
Edward A. Kozlowski
Gregory G. Ow
Steven E. Roberts
Larry G. Timmer
Roland P. Williams Sr.
Brian A. Danley
Edgar E. Edwards
Jules P. Feher
Robert S. Guletz
Russell A. Moore
Raymond K. Polidoro
Eric R. Tholen
Byron G. Tobey
RESOLVED FURTHER, that all contracts up to Two Million Five Hundred Thousand
Dollars ($2,500,000) may be executed on behalf of the corporation by the following
Vice Presidents of the corporation:
Randall S. Duncan
Mario Maciel
Dana O. LeSher
David T. Seevers
RESOLVED FURTHER, that all contracts without limitation to the amount may be
executed on behalf of the corporation by the following Board of Directors and
Executive Team of the corporation:
L. Carl Harris
Jeffrey M. Cooper
James D. Morris
Vernon A. Phillips
Marie A. Shockley
Guy A. Erickson
Neil M. McCosker
James L. Parmley
Marian S. Ross
RESOLVED FURTHER, that the above authorities shall remain in effect until the
designated individual's employment, or position of employee indicated above, is
terminated, or the resolution granting signing authority is revoked, changed or
amended by duly adopted resolution of the Board of Directors.
Dated: September 11, 2006
GUYA^ERICKSON
JEFFREY M. COOPE
VERNON A. PHILLIPSJAMES L. PARMLEY
Minutes of Action
September 11, 2006