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HomeMy WebLinkAboutJohn Powell & Associates Inc; 1996-09-07;s,. 0 0 r? . AGREEMENT THIS AGREEMENT, made and entered into as of the 1 7fA day o , 19 ?G , by and between the CARLSBAD MUNICIPAL WATEF SeP-tel.cm7. DISTRICT, a municipal corporation, hereinafter referred to as "District", and John Powell & Associates, Inc. , hereinafter referred to as "Contractor.' RECl TA LS District requires the services of an Enaineerinq plan checkina Contractor to provide the necessary services for preparation of water, sewer and reclaimed water system improvements; and Contractor possesses the necessary skills and qualifications to provide the services required by the District; NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, District and Contractor agree as follows: 1. CONTRACTORS OBLIGATIONS To perform "Scope of Services" described in Exhibit "A". rev. 3/25/96 7. 0 0 b. f 2. DISTRICT OBLIGATIONS The District shall provide information contained in "Client Furnished Services described in Exhibit "A". 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (IO) days after receipt of notification to proceed by the District and be completed within days of that date. Extensions of time may be granted if requested by the Contractor and agreed to in writing by the District Enaineer will give allowance for documented and substantiated unforeseeable and unavoidable delays not caused by a lack of foresight on the part of the Contractor, or delays caused by District inaction or other agencies' lack of timely action. 4. NIA . The District Enaineer FEES TO BE PAID TO CONTRACTOR The total fee payable for the services to be performed shall be $ Time and materials in conformance with Standard Rate Schedule/ No other compensation for services will be allowed except those items covered by supplemental agreements per Paragraph 8, "Changes in Work." The District reserves the right to withhold a ter percent (10%) retention until the project has been accepted by the District. Not to Exceed $25,000. Incremental payments, if applicable, should be made as outlined in attachec Exhibit "A." rev. 3/25/96 2 f. 0 e t 5. DURATION OF CONTRACT one year This agreement shall extend for a period of Wa/ from date thereof. The contract may be extended by the Executive Manager for NIA additional one (1 ) year periods or parts thereof, based upon a review of satisfactory performance and the District's needs. The parties shall prepare extensions in writing indicating effective date and length of the extended contract. 6. PAYMENT OF FEES Payment of approved items on the invoice shall be mailed to the Contractor p@pj within 15 to 30 days after sutmittal of the invoice. WW / // mbl/ /// / /dd~MAWMddH7'nil& AvWMddk/alS MhZWBp / 7. FINAL SUBMISSIONS Within NIA days of completion and approval of the NIA the Contractor shall deliver to the District the following items: 8. CHANGES IN WORK If, in the course of the contract, changes seem merited by the Contractor or thE District, and informal consultations with the other party indicate that a change in thf conditions of the contract is warranted, the Contractor or the District may request i change in contract. Such changes shall be processed by the District in the following manner: A letter outlining the required changes shall be forwarded to the District b! Contractor to inform them of the proposed changes along with a statement of estimate( rev. 3/25/91 3 1.3. -1 0 0 .-. 5. DURATION OF CONTRACT This agreement shall extend for a period of N/A from date thereof. The contract may be extended by the Executive Manager for N/A additional one (I) year periods or parts thereof, based upon a review of satisfactory performance and the District's needs. The parties shall prepare extensions in writing indicating effective date and length of the extended contract. 6. PAYMENT OF FEES Payment of approved items on the invoice shall be mailed to the Contractor prio to the 25th 7. FINAL SUBMISSIONS day of the month the invoice was submitted. Within N/A days of completion and approval of the N/A the Contractor shall deliver to the District the following items: 8. CHANGES IN WORK If, in the course of the contract, changes seem merited by the Contractor or thc District, and informal consultations with the other party indicate that a change in th conditions of the contract is warranted, the Contractor or the District may request change in contract. Such changes shall be processed by the District in the followin manner: A letter outlining the required changes shall be forwarded to the District k Contractor to inform them of the proposed changes along with a statement of estimate rev. 31251: 3 i- +, I. 0 0 --. changes in charges or time schedule. A Standard Amendment to Agreement shall be prepared by the District and approved by the District according to the procedures described in Carlsbad Municipal Code Section 3.28.172. Such Amendment tc Agreement shall not render ineffective or invalidate unaffected portions of the agreement. 9. COVENANTS AGAINST CONTINGENT FEES The Contractor warrants that their firm has not employed or retained an! company or person, other than a bona fide employee working for the Contractor, tc solicit or secure this agreement, and that Contractor has not paid or agreed to pay an! company or person, other than a bona fide employee, any fee, commission percentage, brokerage fee, gift, or any other consideration contingent upon, o resulting from, the award or making of this agreement. For breach or violation of thii warranty, the District shall have the right to annul this agreement without liability, or, i its discretion, to deduct from the agreement price or consideration, or otherwis recover, the full amount of such fee, commission, percentage, brokerage fees, gift, c contingent fee. IO. NONDISCRIMINATION CLAUSE The Contractor shall comply with the state and federal laws regardin nondiscrimination. 11. TERMINATION OF CONTRACT In the event of the Contractor's failure to prosecute, deliver, or perform the WOI rev. 3/25/! 4 a.5, r 0 0 t --. as provided for in this contract, the Executive Manager may terminate this contract for nonperformance by notifying the Contractor by certified mail of the termination of the contractor. The Contractor, thereupon, has five (5) working days to deliver said documents owned by the District and all work in progress to the District Engineer . The District Engineer shall make a determination of fact based upon the documents delivered to District of the percentage of work which the Contractor ha: performed which is usable and of worth to the District in having the contract completed Based upon that finding as reported to the Executive Manager, the Manager shal determine the final payment of the contract. This agreement may be terminated by either party upon tendering thirty (30 days written notice to the other party. In the event of such suspension or termination upon request of the District, the Contractor shall assemble the work product and pu same in order for proper filing and closing and deliver said product to District. In thc event of termination, the Contractor shall be paid for work performed to the terminatioi date; however, the total shall not exceed the lump sum fee payable under paragraph 4 The Executive Manager shall make the final determination as to the portions of task completed and the compensation to be made. 12. DISPUTES If a dispute should arise regarding the performance of work under thi agreement, the following procedure shall be used to resolve any question of fact c interpretation not otherwise settled by agreement between parties. Such questions, they become identified as a part of a dispute among persons operating under th rev. 31254 5 .-! .- .. 0 e 1 - .. . provisions of this contract, principal of the Contractor or the District Engineer . 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 District Enaineer or principal receiving the letter shall reply to the letter along with a recommended method of resolution within ten (IO) days. If the resolution thus obtained is unsatisfactory to thc aggrieved party, a letter outlining the dispute shall be forwarded to the Board o Directors for their resolution through the Office of the Executive Manager. The Boarc of Directors may then opt to consider the directed solution to the problem. In suct cases, the action of the Board of Directors shall be binding upon the parties involved although nothing in this procedure shall prohibit the parties seeking remedies availabk to them at law. 13. CLAIMS AND LAWSUITS shall be reduced to writing by the The Contractor agrees that any contract claim Submitted to the District must bi asserted as part of the contract process as set forth in this agreement and not ii anticipation of litigation or in conjunction with litigation. The Contractor acknowledge that if a false claim is submitted to the District, it may be considered fraud and thl Contractor may be subject to criminal prosecution. The Contractor acknowledges thz California Government Code sections 12650 et sea., the False Claims Act, provides fc civil penalties where a person knowingly submits a false claim to a public entity. Thes provisions include false claims made with deliberate ignorance of the false informatic or in reckless disregard of the truth or falsity of information. If the Carlsbad Municipi 6 rev. 3/25/! . i.. . 0 0 . _. Water District seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. The Contractor acknowledges that the filing of a false claim may subject the Contractor to an administrative debarment proceeding wherein the Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five years, The Contractor acknowledges debarment by another jurisdiction is grounds for the Carlsbad Municipal Water District to disqualify the contractor from the selection process. The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference. 14. STATUS OF THE CONTRACTOR k The Contractor shall perform the services provided for herein in Contractor': own way as an independent contractor and in pursuit of Contractor's independen calling, and not as an employee of the District. Contractor shall be under control of thc District only as to the result to be accomplished, but shall consult with the District a! provided for in the request for proposal. The persons used by the Contractor to providc services under this agreement shall not be considered employees of the District for an: purposes whatsoever. The Contractor is an independent contractor of the District. The payment mad to the Contractor pursuant to the contract shall be the full and complete compensatio to which the Contractor is entitled. The District shall not make any federal or state ta withholdings on behalf of the Contractor or his/her employees or subcontractors. Th rev. 312512 a .:.. 0 0 District shall not be required to pay any workers' compensation insurance or unemployment contributions on behalf of the Contractor or hidher employees or subcontractors. The Contractor agrees to indemnify the DistricU within 30 days for any tax, retirement contribution, social security, overtime payment, unemployment paymeni or workers' compensation payment which the District may be required to make or behalf of the Contractor or any employee or subcontractor of the Contractor for work done under this agreement or such indemnification amount may be deducted by the District from any balance owing to the Contractor. The Contractor shall be aware of the requirements of the Immigration Reforn and Control Act of 1986 and shall comply with those requirements, including, but no limited to, verifying the eligibility for employment of all agents, employees subcontractors and Consultants that are included in this agreement. 15. CONFORMITY TO LEGAL REQUIREMENTS The Contractor shall cause all drawings and specifications to conform to a~ applicable requirements of law: federal, state and local. Contractor shall provide a necessary supporting documents, to be filed with any agencies whose approval i' necessary. The District will provide copies of the approved plans to any other agencies. 16. OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports, and specifications as herei required are the property of the District, whether the work for which they are made b executed or not. In the event this contract is terminated, all documents, plan! rev. 3l25lC 8 .t . * 0 0 specifications, drawings, reports, and studies shall be delivered forthwith to the District Contractor shall have the right to make one (1) copy of the plans for his/her records. 17. REPRODUCTION RIGHTS The Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in District and hereby agrees to relinquish al claims to such copyrights in favor of District. 18. HOLD HARMLESS AGREEMENT Contractor agrees to indemnify and hold harmless the Carlsbad Municipal Wate District and its officers, officials, employees and volunteers from and against all claims damages, losses and expenses including attorney fees arising out of the performancc of the work described herein caused in whole or in part by any willful misconduct o negligent act or omission of the contractor, any subcontractor, anyone directly o indirectly employed by any of them or anyone for whose acts any of them may be liable except where caused by the active negligence, sole negligence, or willful misconduct c the Carlsbad Municipal Water District. Contractor shall at his own expense, upon written request by the District, defenc any such suit or action brought against the District, its officers, officials, employees an volunteers. Contractor’s indemnification of District shall not be limited by any prior c subsequent declaration by the contractor. 19. ASSIGNMENT OF CONTRACT The Contractor shall not assign this contract or any part thereof or any monie rev. 3/25/5 9 . .! . , ' 0 0 ? . _I. due thereunder without the prior written consent of the District. 20. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under this contract by the Contractor, Contractor shall be fully responsible to the District for the acts and omissions of Contractor's subcontractor and of the persons either directly 01 indirectly employed by the subcontractor, as Contractor is for the acts and omissions o persons directly employed by Contractor. Nothing contained in this contract shal create any contractual relationship between any subcontractor of Contractor and thc District. The Contractor shall bind every subcontractor and every subcontractor of i subcontractor by the terms of this contract applicable to Contractor's work unlesr specifically noted to the contrary in the subcontract in question approved in writing b the District. 21. PROHIBITED INTEREST No official of the District who is authorized in such capacity on behalf of thc District to negotiate, make, accept, or approve, or take part in negotiating, making accepting, or approving of this agreement, shall become directly or indirectly interestec personally in this contract or in any part thereof. No officer or employee of the Distric who is authorized in such capacity and on behalf of the District to exercise an executive, supervisory, or similar functions in connection with the performance of thi contract shall become directly or indirectly interested personally in this contract or an part thereof. rev. 31251s 10 . .I _. ' 0 0 I. ... 22. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the District, either before, during or after the execution of this contract, shall affect 01 modify any of the terms or obligations herein contained nor entitle the Contractor to an] additional payment whatsoever under the terms of this contract. 23. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 18, "Hold Harmless Agreement," al terms, conditions, and provisions hereof shall inure to and shall bind each of the partiei hereto, and each of their respective heirs, executors, administrators, successors, an( assigns. 24. EFFECTIVE DATE This agreement shall be effective on and from the day and year first writtei above. 25. CONFLICT OF INTEREST The District has determined, using the guidelines of the Political Reform Act an rev. 31251s 11 -. .> .. . 0 0 3 ., the District's conflict of interest code, that the Contractor will not be required to file a conflict of interest statement as a requirement of this agreement. However, Contractor hereby acknowledges that Contractor has the legal responsibility for complying with the Political Reform Act and nothing in this agreement releases Contractor from this responsibility. 26. INSURANCE The Contractor shall obtain and maintain for the duration of the contract and an) and all amendments insurance against claims for injuries to persons or damage tc property which may arise out of or in connection with performance of the worl hereunder by the contractor, his agents, representatives, employees or subcontractors Said insurance shall be obtained from an insurance carrier admitted and authorized tc do business in the State of California. The insurance carrier is required to have i current Best's Key Rating of not less than "A-:VI and shall meet the District's policy fo insurance as stated in Resolution No. 772. A. Coverages and Limits. Contractor shall maintain the types of coverages and minimum limit indicated herein, unless a lower amount is approved by the General Counsel c Executive Manager: 1. Comprehensive General Liability Insurance. $1,000,000 combinel single-limit per occurrence for bodily injury, personal injury and property damage. If th submitted policies contain aggregate limits, general aggregate limits shall appl separately to the work under this contract or the general aggregate shall be twice th rev. 31251s 12 .I - , 0 0 t . ,. required per occurrence limit. 2. Automobile Liability (if the use of an automobile is involved for contractor's work for the District). $1,000,000 combined single-limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the Labor Code of the State of California and Employer's Liability limits of $1,000,000 per accident for bodily injury. 4. Professional Liability. Errors and omissions liability appropriate tc the contractor's profession with limits of not less than $1,000,000 per claim. Coveragc shall be maintained for a period of five years following the date of completion of the work. B. Additional Provisions. Contractor shall ensure that the policies of insurance required under thi! agreement contain, or are endorsed to contain, the following provisions. I. The District shall be named as an additional insured on all policie! excluding Workers' Compensation and Professional Liability. 2. The contractor shall furnish certificates of insurance to the Distric before commencement of work. 3. The contractor shall obtain occurrence coverage, excludin Professional Liability which shall be written as claims-made coverage. 4. This insurance shall be in force during the life of the agreemer and any extension thereof and shall not be canceled without 30 days prior writte rev. 312515 13 '.? . 0 0 notice to the District sent by certified mail. 5. If the contractor fails to maintain any of the insurance coverages required herein, then the District will have the option to declare the contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order that the required coverages may be maintained. The contractor is responsible for any payments made by the District to obtain or maintain such insurance and the District may collect the same from the contractor or deduct the amount paid from any sums due the contractor under this agreement. 27. RESPONSIBLE PARTIES The name of the persons who are authorized to give written notices or to receivc written notice on behalf of the District and on behalf of the Contractor in connectior with the foregoing are as follows: For District: Title William E. Plummer, District Enrrineer Name Carlsbad Municipal Water District Address 5950 El Camino Real Carlsbad, CA 92008 For Contractor: Title John Powell, President Name Address John Powell & Associates, Inc. 175 Calle Marrdalena. Suite 101 Encinitas. CA 92024 28. BUSINESS LICENSE Contractor shall obtain and maintain a City of Carlsbad Business License for th rev. 3/25/9 14 A 0 0 -. duration of the contract. 29. ENTIRE AGREEMENT This agreement, together with any other written document referred to or contemplated herein, embody the entire agreement and understanding between the parties relating to the subject matter hereof. Neither this agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought, Executed by Contractor this 17 day of , 19 CONTRACTOR: BAD MUNICIPAL WATEF CT, a municipal corporation o John Powell & Associates, Inc. the State of California (name of Contractor) By: Executive Manager 6~- +fesidmt (print namehitle) ATTEST: &4. @a By: ALETHA L. RAUTENKRANZ (sign here) Secretary (print namehitle) (Proper notarial acknowledgment of execution by Contractor must be attached.) (President or vice-president and secretary or assistant secretary must sign for corpora tions. If only one officer signs, the corporation must attach a resolution certified by thc secretary or assistant secretary under corporate seal empowering that officer to bin( the corporation.) rev. 3/25/91 15 0 0 ’ -. .c. ., APPROVED AS TO FORM: RONALD R. BALL General Counsel BY rev. 31251 16 ’. 4. ‘ 0 0 7 STATE OF CALIFORNIA 1 COUNTY OF 1 ss. personally appeared ‘TDLLrI M POMd On 7 - 13- 9 b before me, DATE NAME(S) OF SIGNER(S) personally known to me - OR -a proved to me on the basis of satisfactory evidence to be the person6 name@) is/msubscribed to the within instrument and acknowledged to me that hekibeAby executed the hisrlRgFClkeiFauthorized capacity(w, and that by hisl-r signature(3 on the instrument the person@, or t upon behalf of which the person@) acted, executed the instrument. WITNESS my hand and official seal. SIGNATURE OF NOTARY (This area for official notary seal.) Title or Type of Document Date of Document Signer@) other than named above WbMe CMWD 06/1 d -- ru*uu bLL Cd John PBell 6, Associates, Inc. 0 cz-- ~ - r .- . --, - - - -__ - __ - - -__--__ ---_ - - - __~___ - 3. k April 30, 1996 p94- 188‘ plnchk Itr Mr. William Plummer District Engineer Carlsbad Municipal Water District 5950 El Camino Real Carlsbad, CA 92008 SUBJECT PLAN CHECK SERVICES FOR WATER, RECLAIMED WATER AND SEWER SYSTEM IMPROVEMENTS Dear Bill: In response to your request, John Powell & Associates, Inc. (Powell) is pleased to submit this scope of work for general engineering and plan check services. This scope is based on our past experience with projects of a similar nature and size and our meeting with you and your staff. held on April 15, 1996. Per your direction at that meeting, we have already begun work on plan check for the Carillo Ranch and Carlsbad Ranch developments. We believe that this approach will achieve the District’s needs and objectives by: Providing a well coordinated and efficient plan check program; Minimizing District staff time; and Assuring a minimum of administration time for the District. 1. SCOPE OF SERVICES It is our understanding that Powell will provide water, reclaimed water and sewer system general engineering and plan check services for water, reclaimed water and sewer system improvement projects. These services will generally consist of the following, depending on the size of the development and the stage of completion of the plan check: A. B. Review the submittals for completeness. Check plans for conformance to District check lists, District design guides and applicable codes. EXHIBIT “A” ” 75 Za: e Magda ena Sb,te 101 Eic nitas CA 92C24 / /E” 91 753-1 120 0 0 AVIL. .V LlllUlY L AULII1UG.l April 30, 1996 Page 2 of 3 r- ** c I C. Determine if plans are in compliance with the conditions of approval, water or sewer master plans, or other agreements. Check for overall technical conformance and adherence to good design practice. Check existing and proposed easements and identlfy needed new easement for water or sewer facilities. D. E. F. Redline comments on plans. G. Review plan check submittals with District staff to discuss significant review comments or unresolved issues. Meet with the District and/or the developer’s engineer if necessary to discuss and resolve any major issues. Prepare a letter of transmittal and issues lists transmitting the plans and review issues back to the developer’s engineer. Correspond with the developer’s engineer to discuss and resolve review comments. Other tasks as requested by District sa. H. I. J. K. II. CLIENT FURNISHED SERVICES The following seMces or information will be provided by Client or its consult an^: A. Copies of all relevant reports, studies, drawings, correspondence, and other relevant project information or data. Assign one person to serve as the Client’s project manager who has authority to represent the Client and will serve as the point of interface for all project issues and communications. A complete written description of all pertinent project information and issues, including all unusual or critical requirements of the Client. B. C. .. __ ___- ___ -____ - ___ - -. - - - - - - - __~ ______ _____ - -- - __-_ ‘-L- 0m***el! G Ar;sociates. IFF 0 lV&L. TI lLUaLII A IUILILuCl 3: I April 30, 1996 e 0.. Page 3 of 3 1 . 4 111. FEES AND CONDITIONS The Services described in section I. Scope of Services, will be provided on an hour1 rate basis in accordance with John Powell & Associates, Inc. Standard Rate Schedul in effect at the time the seMces are performed. A copy of the current Standard Rat Schedule is attached. Invoices will be submitted monthly that describe the service performed and the cost of such services. We appreciate the opportunity of offering this scope of work, and we look forward t working with you on this project. If you have any questions, please call me or ou project manager, Tom Frank. Respectfully submitted, JOHN POWELL & ASSOCIATES, INC. Engineering Director MRWltb Attachment cc: SaraMaples, Powell _________ ~___ __ __-~ ___ __~_-- - - - ---- - __ ._ . _- - f-hn Powell S Bssociates. Iqc. - _- - _- -. '- John Poell G Associates, Inc. e- c;-- r - - --w--L STANDARD RATE SCHEDULE L. .- ., EFFECTIVE 1995 a GRADE CLASSIFICATION HOURLY RATE P11 Principal $ 145.00 P10 Senior Project Manager $ 129.00 P9 Project Manager $ 105.00 P8 Senior Project Engineer $ 95.00 P7 Project Engineer $ 84.00 P6 Engineer $ 74.00 4 Senior Professional Project Professional Professional Administrative Manager P5 Associate Engineer $ 69.00 Senior Desipe; Senior Fiel Re resentative Senior CADD perator Senior Administrator P4 Assistant Engineer $ 59.00 Desr Fiel Re resentative I1 CADD Bperator 11 Administrator I1 P3 Drafter $ 48.00 Field Re resentative I CADD &!I erator I Administrator I Word Processor I1 P2 Engineering Tech $ 40.00 Word Processor I P1 Clerical $ 36.00 In addition, identifiable non-salary custa which are directly attributable to the project such as reproduction costs. telephone charges, postage, etc.. are billed at actual cost plus 15 percent to cover overhead and adminintration plus 6 percent for insurance costs. Microcomputer time is charged at $10 per hour. CADD system time is charged at $40 per hour. Mileage is billed at $0.35 per mile for required travel. Time spent in travel in the interest of the client is charged at the standard hourly rates. Fees for litigation and expert witness seMces will be charged at $150.00 per hour with a 4 hour minimum per day. Fees for subconsultant services provided through John Powell & Associates, Inc. are billed at actual cost plus 15 percent to cover overhead and administration, plus 6 percent for insurance costa. Microcomputer time is charged at $10 per hour. CADD system time is charged at $40 per hour. A late payment finance charge at a rate of 18 percent per annum will be applied to any unpaid balance commencing 30 days after the date of original invoice. This rate schedule is subject to annual and/or periodic revisions as necessary to accommodate inflationary trends, salary adjustments and the general costs of business. mRAv5 Ca e Magca eqa. Su te 101 ETC - cas CA 92C2C 1 [E19J 753-?'22 *” 0 0 RESOLUTION ADOPTED BY UNANIMOUS WRITTEN CONSENT OF DIRECTORS OF JOHN POWELL & ASSOCIATES, INC. A California Corporation The undersigned, being the only members of the Board of Directors of Johr Powell & Associates, Inc., A California Corporation, do by this writing, consent ic take the following actions and adopt the following Resolutions without a forma meeting of the Board: Be it resolved that: John M. Powell, in his capacity as President, has the authority tc contractually commit the corporation without prior knowledge, consent or action o the Board of Directors. We direct that this consent by filed with the Minutes of the proceedings of thc Board of Directors of the corporation. This unanimous written consent is executed pursuant to section 307(c) of thc Corporations Code of the State of California, U.S.A., and the Bylaws of thc corporation, which authorize the taking of action by the Board of Directors b: written unanimous consent without a meeting. Dated: ~/~/iis Dated: 6,/7 1’7 5- I v- Dated: k~!liQc c. C&- e 0 September 12, 1996 TO: FROM: William Plummer, District Engineer JANE MOBALDI, DEPUTY GENERAL COUNSEL RESOLUTION CONSENTING FOR AUTHORITY OF JOHN POWELL TC CONTRACTUALLY COMMIT THE CORPORATION AS SOLE SIGNATORY WITHOUT PROIR KNOWLEDGE, CONSENT OR ACTION OF THE BOARD OF DIRECTORS Attached is a copy of subject document for John Powell, President of John Powell 2 Associates empowering him to act as signatory to bind the corporation without prio knowledge consent or action of the Board of Directors. A copy has been attached tc each of the Consultant’s Agreements attached for your reviewkomment and/o approval as to form. Sincerely, a& <P- WILLIAM E. PLUMMER, P.E. District Engineer WE P: sjs e 9 RESOLUTION ADOPTED BY UNANIMOUS WRITTEN CONSENT OF DIRECTORS OF JOHN POWELL & ASSOCIATES, INC. A California Corporation The undersigned, being the only members of the Board of Directors of Johi Powell & Associates, Inc., A California Corporation, do by this writing, conseni; tc take the following actions and adopt the following Resolutions without a forma meeting of the Board: Be it resolved that: John M. Powell, in his capacity as President, has the authority tc contractually commit the corporation without prior knowledge, consent or action o the Board of Directors. We direct that this consent by filed with the Minutes of the proceedings of thc Board of Directors of the corporation. This unanimous written consent is executed pursuant to section 307(c) of thc Corporations Code of the State of California, U.S.A., and the Bylaws of thc corporation, which authorize the taking of action by the Board of Directors b! written unanimous consent without a meeting. Dated: 6/7/Jps Dated: 6;/7 145- u- Dated: (.1’1. \ 9 c Q C. -