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HomeMy WebLinkAboutJohn Powell & Associates Inc; 1997-07-22;4 I) July IO, 1997 TO: FROM: Sandy Schuck, Engineering Secretary KAREN KUNDTZ, DEPUTY CITY CLERK AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN JOHN POWELL I ASSOCIATES AND CMWD FOR ENGINEERING PLAN CHECKING SERVICES FOF PREPARATION OF WATER, SEWER AND RECLAIMED WATER SYSTEA IMPROVEMENTS Attached are three copies of the subject agreement for engineering services for plai checking services for preparation of water, sewer and reclaimed water systen improvements between John Powell & Associates and CMWD. The missing notar acknowledgement has been attached, and also attached a corporate resolution for soh signatory to bind the corporation. Please obtain signatures of Executive Manager Secretary and General Counsel. Please retain one copy for your records and return thc other two copies to me for District records and the contractor for further processing wit1 the purchasing department. If you have any comments or require any additional information, you may reach me a ext. 126. Since re1 y , attachments (3) 0 e 0 L - AGREEMENT THIS AGREEMENT is made and entered into as of the &? day of &+ 193, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a municipa corporation, hereinafter referred to as “District” and ------ John Powell & Associates, Inc. , hereinafter referred to as “Contractor.” RECITALS District requires the services of an En CI i nee ri nq Contractor t provide the necessary plan checking services for preparation ( water, sewer and reclaimed water svstem improvements ; and Contractc possesses the necessary skills and qualifications to provide the services required b District; NOW, THEREFORE, in consideration of these recitals and the mutual covenanl contained herein, District and Contractor agree as follows: 1. CONTRACTOR’S OBLIGATIONS To perform “Scope of Services’’ described in Exhibit “A”. 1 Rev. 08/26/! 0 0 I- 2. DISTRICT OBLIGATIONS The District shall provide information contained in “Client Furnishe Services’’ described in Exhibit “A”. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (18) days after receipt ( notification to proceed by the District and be completed within N/A days of thi date. Extensions of time may be granted if requested by the Contractor and agreed i in writing by the District Enqineer . The District Enqineer will gib allowance for documented and substantiated unforeseeable and unavoidable dela) not caused by a lack of foresight on the part of the Contractor, or delays caused I: District inaction or other agencies’ lack of timely action. 4. FEES TO BE PAID TO CONTRACTOR The total fee payable for the services to be performed shall be $ Time an Materials in conformance with Standard Rate Schedule/Not to Exceed $25.00 No other compensation for services will be allowed except those items covered t supplemental agreements per Paragraph 8, “Changes in Work.” The District reservt the right to withhold a ten percent (10%) retention until the project has been accept€ by the District. Incremental payments, if applicable, should be made as outlined in attachc Exhibit “A.” 2 Rev. 08/26! 0 a 6. 5. DURATION OF CONTRACT This agreement shall extend for a period of one vear from dat thereof. The contract may be extended by the Executive Manager for N/A addition; one (1) year periods or parts thereof, based upon a review of satisfactory performanc and the District’s needs. The parties shall prepare extensions in writing indicatin effective date and length of the extended contract. 6. PAYMENT OF FEES Payment of approved items on the invoice shall be mailed to the Contract( within 30 days of receipt of the invoice. 7. FINAL SUBMISSIONS Within N/A days of completion and approval of the N/A th Contractor shall deliver to the District the following items: 8. CHANGES IN WORK If in the course of the contract, changes seen merited by the Contractor or th 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 changes in charges or time schedule. A Standard Amendment to Agreement shall b 3 Rev. 08126K 0 0 prepared by the District and approved by the District according to the procedure described in Carlsbad Municipal Code Section 3.28.172. Such Amendment t Agreement shall not render ineffective or invalidate unaffected portions of th agreement. 9. COVENANTS AGAINST CONTINGENT FEES The Contractor warrants that their firm has not employed or retained ar company or person, other than a bona fide employee working for the Contractor, 1 solicit or secure this agreement, and that Contractor has not paid or agreed to pay ar company or person, other than a bona fide employee, any fee, commissioi percentage, brokerage fee, gift, or any other consideration contingent upon, or resultir from, the award of making of this agreement. For breach or violation of this warrant the District shall have the right to annul this agreement without liability, or, in i discretion, to deduct from the agreement price or Consideration, or otherwise recove the full amount of such fee, commission, percentage, brokerage fees, gift, or continge fee. IO. NONDISCRIMINATION CLAUSE The Contractor shall comply with the state and federal laws regardir nondiscrimination. 11. TERMINATION OF CONTRACT In the event of the Contractor’s failure to prosecute, deliver, or perform the wo as provided for in this contract, the Executive Manager may terminate this contract f nonperformance by notifying the Contractor by certified mail of the termination of tt Contractor. The Contractor, thereupon, has five (5) working days to deliver sa 4 Rev. 08/26/! e e documents owned by the District and all work in progress to the District Enqineei The District Enqineer shall make a determination of fact based up0 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 complete( Based upon that finding as reported to the Executive Manager, the Manager sha determine the final payment of the contract. This agreement may be terminated by either party upon tendering thirty (3C days written notice to the other party. In the event of such suspension or terminatior upon request of the District, the Contractor shall assemble the work product and PL same in order for filing and closing and deliver said product to District. In the event o termination, the Contractor shall be paid for work performed to the termination date however, the total shall not exceed the lump sum fee payable under paragraph 4. Thc 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 this agreement, the following procedure shall be used to resolve any question of fact 01 interpretation not otherwise settled by agreement between parties. Such questions, i they become identified as a part of a dispute among persons operating under thc provisions of this contract, shall be reduced to writing by the principal of the Contractoi or the District Enqineer . 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 Enqineer 01 5 Rev. 08/26/96 0 0 principal receiving the letter shall reply to the letter along with a recommended metho resolution within ten (IO) days. If the resolution thus obtained is unsatisfactory to th aggrieved party, a letter outlining the dispute shall be forwarded to the Board ( Directors for their resolution through the Office of the Executive Manager. The Board ( Directors may then opt to consider the directed solution to the problem. In such case: the action of the Board of Directors shall be binding upon the parties involved, althoug nothing in this procedure shall prohibit the parties seeking remedies available to the1 at law. 13. CLAIMS AND LAWSUITS The Contractor agrees that any contract claim submitted to the Distril must be asserted as part of the contract process as set forth in this agreement and nc in 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 tt- Contractor may be subject to criminal prosecution. The Contractor acknowledges thl California Government Codes sections 12650 et sea., the False Claims Act, providc for civil penalties where a person knowingly submits a false claim to a public entit These provisions include false claims made with deliberate ignorance of the fal: information or in reckless disregard of the truth or falsity of information. If the Carlsbz Municipal Water District seeks to recover penalties pursuant to the False Claims Act, is entitled to recover its litigation costs, including attorney’s fees. The Contract1 acknowledges that the filing of a false claim may subject the Contractor to i administrative debarment proceeding wherein the Contractor may be prevented to a as a Contractor on any public work or improvement for a period of up to five years. Tt 6 Rev. 08/26/! a 0 Contractor acknowledges debarment by another jurisdiction is grounds for the Board 0' Directors to disqualify the Contractor from the selection process. The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026 3.32.027 and 3.32.028 pertaining to false claims are incorporated herein by reference. 14. STATUS OF THE CONTRACTOR The Contractor shall perform the services provided for herein in Contractor's ow way as an independent Contractor and in pursuit of Contractor's independent callin$ and not as an employee of the District. Contractor shall be under control of the Distric only as to the result to be accomplished, but shall consult with the District as provide for in request for proposal. The persons used by the Contractor to provide servicc under this agreement shall not be considered employees of the District for ar purposes whatsoever. The Contractor is an independent Contractor of the District. The payment ma( to the Contractor pursuant to the contract shall be the full and complete compensatic to which the Contractor is entitled. The District shall not make any federal or state t withholding on behalf of the Contractor or hidher employees or subcontractors. T District shall not be required to pay any workers' compensation insurance unemployment contributions on behalf of the Contractor or hidher employees subcontractors. The Contractor agrees to indemnify the District and the City Carlsbad within 30 days for any tax, retirement contribution, social security, overtii 7 Rev. 08/26 0 0 payment, unemployment payment or workers' compensation payment with the Distric and the City of Carlsbad may be required to make on behalf of the Contractor or an' employee or subcontractor of the Contractor for work done under this agreement o such indemnification amount may be deducted by the District and the City of Carlsbac from any balance owing to the Contractor. The Contractor shall be aware of the requirements of the Immigration Refort and Control Act of 1986 and shall comply with those requirements, including, but nc limited to, verifying the eligibility for employment of all agents, employee: 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 i applicable requirements of law: federal, state and local. Contractor shall provide i necessary supporting documents, to be filed with any agencies whose approval 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 here required are the property of the District, whether the work for which they are made I: executed or not. In the event this contract is terminated, all documents, plan specifications, drawings, reports, and studies shall be delivered forthwith to the Distri Contractor shall have the right to make one (1) copy of the plans for hidher records. 8 Rev. 081261 0 0 17. REPRODUCTION RIGHTS The Contractor agrees that all copyrights which arise from creation of the wor pursuant to this contract shall be vested in District and hereby agrees to relinquish a claims to such copyrights in favor of District. 18. HOLD HARMLESS AGREEMENT Contractor agrees to indemnify and hold harmless the District and the City c Carlsbad and its officers, officials, employees and volunteers from any and against a claims, damages, losses and expenses including attorney fees arising out of th performance of the work described herein caused in whole or in part by any willfi misconduct or negligent act or omission of the Contractor, any subcontractor, anyon directly or indirectly employed by any of them or anyone for whose acts any of ther may be liable, except where caused by the active negligence, sole negligence, or willfi misconduct of the District and the City of Carlsbad. Contractor shall at its own expense, upon written request by the District and th City of Carlsbad, defend any such suit or action against the District and the City ( Carlsbad, its officers, officials, employees and volunteers. Contractors indemnificatic of District and City shall not be limited by any prior or subsequent declaration by tt- Contractor. 19. ASSIGNMENT OF CONTRACT The Contractor shall not assign this contract or any part thereof or any monk due thereunder without the prior written consent of the District. 9 Rev. 08/26]! .. 0 0 20. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under thi: contract by the Contractor, Contractor shall be fully responsible the District for the act3 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 or indirectly employed by Contractor. Nothing contained in thir contract shall create any contractual relationship between any subcontractor c Contractor and the District. The Contractor shall bind every subcontractor and ever subcontractor of a subcontractor by the terms of this contract applicable to Contractor’ work unless specifically noted to the contrary in the subcontract in question approved ii writing by the District. 21. PROHIBITED INTEREST No official of the District who is authorized in such capacity on behalf of th District to negotiate, make, accept, or approve, or take part in negotiating, makinc accepting, or approving of this agreement, shall become directly or indirectly intereste 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 ar executive, supervisory, or similar functions in connection with the performance of th contract shall become directly or indirectly interested personally in this contract or ar part thereof. 10 Rev. 08/26/! -. a 0 22. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of thc District, either before, during or after the execution of this contract, shall affect or modif! 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,” a1 terms, conditions, and provisions hereof shall inure to and shall bind each of the partie! 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 writte above. 25. CONFLICT OF INTEREST The District has determined, using the guidelines of the Political Reform Act an the District’s conflict of interest code, that the Contractor will not be required to file conflict of interest statement as a requirement of this agreement. However, Contract( hereby acknowledges that Contractor has the legal responsibility for complying with tk Political Reform Act and nothing in this agreement releases Contractor from th responsibility. 26. INSURANCE The Contractor shall obtain and maintain for the duration of the contract and ai and all amendments insurance against claims for injuries to persons or damage 11 Rev. 081261 -. 0 m 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 that “A-:V” and shall meet the District’s policy fa 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. I. 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 required per occurrence limit. 2. Automobile Liability (if the use of an automobile is involved fc Contractor’s work for the District). $1,000,000 combined single-limit per accident fc bodily injury and property damage. 3. Worker’s Compensation and Employer’s Liability. Worker: Compensation limits as required by the Labor Code of the State of California an Employer’s Liability limits of $1,000,000 per accident for bodily injury. 12 Rev. 08/26/E -. 0 0 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 thi 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. 1. The District and the City of Carlsbad shall be named as at additional insured on all policies excluding Workers’ Compensation and Professiona 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 agreement an( any extension thereof and shall not be canceled without 30 days prior written notice tc the District sent by certified mail. 5. If the Contractor fails to maintain any of the insurance coverage! required herein, then the District will have the option to declare the Contractor it breach, or may purchase replacement insurance or pay the premiums that are due ot 13 Rev. 08/26/9( 0 0 existing policies in order that the required coverages may be maintained. Th Contractor is responsible for any payments made by the District to obtain and maintai such insurance and the District may collect the same from the Contractor or deduct th 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 tk receive written notice on behalf of the District and on behalf of the Contractor connection with the foregoing are as follows: For District: Title William E. Plumrner, District Engineer Name Carlsbad Municipal Water District Address 5950 El Camino Real Carlsbad, California 92008 For Contractor: Title John Powell, President Name Address John Powell & Associates, Inc. 175 Calle Magdalena, Suite 101 Encinitas, California 92024 Arch itecff License Number: Arch it e cff L i ce n s e Number: 14 Rev. 08/26 0 a 28. BUSINESS LICENSE Contractor shall obtain and maintain a City of Carlsbad Business License for th duration of the contract. 29. ENTIRE AGREEMENT This agreement together with any other written document referred to ( contemplated herein, embody the entire agreement and understanding between tt- parties relating to the subject matter hereof. Neither this agreement nor any provisic hereof may be amended, modified, waived or discharged except by an instrument writing executed by the party against which enforcement of such amendment, waiver discharge is sought. day of ,19e. [y 3 Executed by Contractor this CONTRACTOR: RLSBAD MUNICIPAL WATE John Powell & Associates, Inc. DISTRICT, a municipal corporation the State of California ATTEST: By: (sign here) (print n a me/t itle 15 Rev. 08/26] I. 0 0 (Proper notarial acknowledgment of execution by Contractor must be attached.) (President or vice-president and secretary or assistant secretary must sign for corporations. If only on officer signs, the corporation must attach a resolution certified by the secretary or assistant secretat under corporate seal empowering that officer to bind the corporation.) APPROVED AS TO FORM RONALD R. BALL General Counsel By: 16 Rev. 081261 -- 7 John*ell - - --- 6 Associates, ---- - 1nc.A -- c--- ~ - - -’= . -z --r - -- - - .I Apnl30, 1996 p9ClM‘plnchk Ev 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 S?STEM IMPROVEMENTS Dear Bilk In response to your request, John Powell & Associates, Inc. (Powell) is pleased to submit this scope of work for general engineering and plan check seMces. This scope is based on our past experience with projects of a similar nature and size and our meeting with you and your sta& held on April 15, 1996. Per your direction at that meeting, we have already begun work on plan check Eor the Carillo Ranch and Carlsbad Ranch developments. We believe that this approach will achieve the District’s needs and objectives br t-‘-‘ \ 0 Providing a well coordinated and efficient plan check program; Muummng District staff time; and Assuring a minimum of admhistration time for the District. 0 .. .. 0 1. SCOPE OF SERVICES It is our understanding that Powell will provide water, reclaimed water and sewer system general engineering and plan check seMces for water, reclaimed water ami 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” 775 CaI’e Masda ena Cbfte 701 E-c n,tas. CA 92024 / ’E-91 753-’12@ 0 Aiu- iv -am L IUUU April 30, 1996 @ Page 2 of 3 ". *. -. . - 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 desigx practice . Check existing and proposed easements and identifl needed nem 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 tc discuss and resolve any major issues. Prepare a letter of transmittal and issues lists transmitting the ph and review issues back to the developeis engineer. Correspond with the developer's engineer to discuss and resolve revien comments. Other tasks as requested by District sta& H. I. J. c- K. II. CLIENT FURNISHED SERVICES The following services or information will be provided by Client or its consultants: 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 ha authority to represent the Client and will serve as the point of interfaa for all project issues and communications. A complete written description of all pertinent project information an( issues, including all unusual or critical requirements of the Client. B. C. t, --- _____ - - - -_ - _- - - - - __ - -- - _--- .- - -- 'e&- bcr--*eli G Associates. Ir- e April 30. 1996 0 0 .* Page 3 of 3 -. .. . t. 111. FEES AND CONDITIONS The Services described in section I. Scope of Services, will be provided on an hourly rate basis in accordance with John Powell & Associates, Inc. Standard Rate Schedule in effect at the time the seMces are performed. A copy of the current Standard Rate Schedule is attached. Invoices will be submitted monthly that describe the seMces performed and the amt of such services. We appreciate the opportunity of offering this mpe of work, and we look forward to working with you on this project. If you have any questions, please call me or our project manager, Tom Frank. Respectfully submitted, JOHN POWELL & ASSOCIATES, INC. Engineering Director MRWItb Attachment cc: SaraMaples, Powell (: i .. --- - ----- -_---- -- - - - ---- -- -- - ___ 2hn Powell 6 Assmiates. fnc. -- - 0 0 .- John Powell a Associates, Inc. Consulting Civil Er .. STANDARD RATE SCHEDULE EFFECTIVE JULY 1,1997 GRADE CLASSIFICATION HOURLY RATE P11 Principal $ 145.00 P 10 Director $ 133.00 P9 Principal Engineer $ 113.00 P8 Supervising Engineer $ 99.00 Senior Construction Manager P7 Senior Engineer $ 89.00 Construction Manager P6 Engineer $ 80.00 Resident Engineer Administrative Manager Senior Design Manager Senior Designer Senior Field Representative Senior CADD Operator Senior Administrator P5 Associate Engineer $ 72.00 P4 Assistant Engineer $ 61.00 Designer Field Representative I1 CADD Operator I1 P3 Drafter $ 50.00 Field Representative I OD Operator I Administrator I1 Word Processor I1 P2 Engineering Tech $ 43.00 Administrator I Word Processor I PI Clerical $ 37.00 In addition, identifiable non-salary costs which are directly attributable to the project such reproduction costs, telephone charges, postage, etc., are billed at actual cost plus 15 percent to cov overhead and administration plus 3 percent for insurance costs. CADD system time is charged at $ per hour. Mileage is billed at $0.35 per mile for required travel. Time spent in travel in the interest the client is charged at the standard hourly rates. Fees for litigation and expert witness services will be charged at $150.00 per hour with a 4 ho minimum per day. Fees for subconsultant services provided through John Powell & Associates, Inc. are baed at actual c( plus 15 percent to cover overhead and administration, plus 3 percent for insurance costs. A late payment finance charge at a rate of 18 percent per annum will be applied to any unpaid balan commencing 30 days after the date of original invoice. This rate schedule is subject to annual andlor periodic revisions as necessary to accommods mflationary trends, salary adjustments and the general costs of business. .- Administrator I11 175 Caile Magdaiena, Suite < 01, Encinitas, CA 92024 / 16191 753-1 120 i 0 % 0 C I L. STATE OF CALIFORNIA 1 >ss. COUNTY OF L%hd CSic c TS 1 OnTunc 13.1?$1 before me, sfifi b. O-,A Q\ea 1 fY QT e rL.4 DATE L NAME AND TITLE OF OF%ICER personally appeared \ hnl M. PO\&\\ NAME(S) OF SIGNER(S) pgrsonallv known to me - OR - ** proved to me on the basis of satisfactory evidence to be the person(s) whos islare subscribed to the within instrument and acknowledged to me thathelshelthey executed the same in I h authorized capacity(ies), and that by CI hislherltheir signature(s) on the instrument the person(s), or the entity up0 which the person(s) acted, executed the instrument. WITNESS my hand and official seal. );CTA;( PcZilC. a;A:iFO[iH\A &L M.rndl-2 (This area for official notary seal.) SIGNATURE OF NOTARY ' Title or Type of Document fi c r e 9 n.\hnb PC- \Ad cl.\cc\t.kn (;~.CV;.*E 0 NO. of Pages 2 \ c_ Date of Document Signer(s) other than named above 061 0 0 . f 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 Jol: Powell & Associates, Inc., A California Corporation, do by this writing, consent take the following actions and adopt the following Resolutions without a form meeting of the Board Be it resolved that: John M. Powell, in his capacity as President, has the authority contractually commit the corporation without prior knowledge , consent or action the Board of Directors. We direct that this consent by filed with the Minutes of the proceedings of tl Board of Directors of the corporation. - This unanimous written consent is executed pursuant to section 307(c) of tl: Corporations Code of the State of California, U.S.A., and the Bylaws of tl: corporation, which authorize the taking of action by the Board of Directors 1: written unanimous consent without a meeting. Dated: 6/?/?5 Dated: 6/7 /45- u- Dated: hi?. 1 9. c Q C.'?&J,