Loading...
HomeMy WebLinkAbout04381 - PZL PLANNING SUPPORT SVC PZL, Inc,. Planning Support Services AGREEMENT #4381 Amend 2 M07239, 1-15-03 AMENDMENT NO. 2 TO AGREEMENT NO 4381 FOR PROFESSIONAL PLANNING SUPPORT SERVICES THIS SECOND AMENDMENT TO THE CONTRACT SERVICES AGREEMENT NO. 4381 FOR PROFESSIONAL PLANNING SUPPORT SERVICES (herein "Second Amendment"), made and entered into on the 15th day of January. 2003 by the City of Palm Springs (herein "City"), a municipal corporation, and PZL, Inc. (herein "Contractor'), amends that AGREEMENT NO. 4381 entered into by the same parties and dated July 05, 2001as follows: 1. Section 2.1 Contract Sum: The existing Section 2.1 is hereby amended to add $25,000to the contract not to exceed amount as follows: "Section 2.0 Compensation: 2.1 Contract Sum: This contract sum shall be increased to a not to exceed contract amount of$75,000.00 Dollars ("Contract Sum)." 2. Section 5.1 Term: The existing term is hereby amended to increase the contract duration by one (1) year as follows: "Section 5.0 Terms: 5.1 Terms - This contract shall be extended to December 31, 2003 unless terminated in accordance with Section 5.2 below." 3. Exhibit A, "Scope of Services" - The paragraph under the heading "Duration" shall be amended to extend the duration of the contract to December 31, 2003. 4. Miscellaneous. Except as expressly stated herein, all other terms and conditions shall remain in full force and effect. (SIGNATURES ON FOLLOWING PAGE) RECEIVED JAN 2 3 ?lam PLANNING DIVISION s IN WITNESS WHEREOF, the parties have executed and entered into this Amendment#2 to Agreement No. 4381 as of the date first written above. CITY OF PALM SPRINGS ATTEST: a municipal corporation r:V: Byi� City Clerkp � t) City Manager Agreement overAtmter$25,000 APPROVED AS TO FORM: Reviewed and approved by Procurement & Contracting By: ,��� City Attorney-, Initials Date v it6 P.O. Number CONTRACTOR: Check one:_Individual_Partnership Corporation Corporations require two notarized signatures: One from each of the following: A. Chairman of Board,President,or any Vice President:AND B.Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer). By: ,,,-r-.0 a •-m-- By: Signature(notarized) Signature(notarized) Name: Name: Title: A/'tT(@�p Title: State of�/ll-Gae%''i.4 State of I County of , ¢r p>y V p,,( ,)SS County of Iss //% efore� prne,l%—�*-'^-On4r � z = — -"u%i.* On before me, , personally appeared _ L7IU'L4U7 personally appeared personally known to me (or proved to me on the bass of personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(t)whose name($)Ware satisfactory evidence)to be the person(s)whose name(s)Ware subscribed to the within instrument and acknowledged to me subscribed to the within instrument and acknowledged to me that he/sl;441Hey executed the same in his/her/their authorized that he/she/they executed the same in his/her/their authorized capacityQue), and that by his/heFAUeir signature(s) on the capacity(ies), and that by his/her/their signature(s) on the instrument the person(sk or the entity upon behalf of which the instrument the person(s),or the entity upon behalf of which the person(a)acted,executed the instrument. person(s)acted, executed the Instrument. WITNESS my hand'and official seal. s' , —WITNESS my hand and official seal. Notary Signature`���"Z 'v G I C—N ary Signature: Notary Seal: _Notary Seal:��^°°�� 6i2ENCiI. Sl1E VISSEA i I;nrom 1112.99622 �p NOTARY PUBLIC CALIFORNIA 41 Rwemde County m 6iY i"'�x'IPV+�/ ' 'J x If�lt r 46 y •.�,.. My Comm Exores May l� 2005 s .. d . • PZL, Inc Planning Support AGREEMENT #4381 Amend 1 AMENDMENT NO. 1 TO AGREEMENT NO. 438 M07081, 5-15-02 FOR PROFESSIONAL PLANNING SUPPORT SERVicmo THIS FIRST AMENDMENT TO THE CONTRACT SERVICES AGREEMENT NO. 4381 FOR PROFESSIONAL PLANNING SUPPORT SERVICES (herein "First Amendment'), made and entered into on the f day of�, 2002 by the City of Palm Springs (herein "City"), a municipal corporation, and PZL, Inc. (herein "Contractor"), amends that AGREEMENT NO. 4381 entered into by the same parties and dated July 05, 2001 as follows: 1. Section 5.1 Term: The existing Section 5.1 is hereby amended in its entirety as follows: "Section 5.0 Terms: 5.1. Terms—This contract shall be extended to December 31, 2002 unless terminated in accordance with Section 5.2 below. 2. Exhibit A, "Scope of Services" - The paragraph under the heading "Duration" shall be amended to extend the duration of the contract to December 31, 2002. 3. Miscellaneous. Except as expressly stated herein, all other terms and conditions shall remain in full force and effect." (SIGNATURES ON FOLLOWING PAGE) r3gD IN WITNESS WHEREOF, the parties have executed and entered into this First Amendment as of the date first written above. CITY OF PALM SPRINGS ATTEST: a municipal corporation City Clerk City Manager !/ r APPROVED AS TO FORM: L�17'Iaraa uju c�t4^ 31 City Attorney CONTRACTOR: Check one:_Individual_Partnership korporation Corporations require two notarized signatures: One from each of the following' A. Chairman of Board, President, or any Vice President:AND B.Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer). 9 f rt By: By: Signature(notarized) Signature(notarized) Name: /%G�.'�,�� +�r',� Name: Title: 'ti��+�/ +=N'7—���CleF1IIJI& Title: 0 State of 2'Llwtl�� State of County //of a,(hrL,ye�>/% 7ss County of Iss On11G�efore rrye, ��2%f'�trG� C,f',L.��� On before me, , personally appeared Llltlq e &personally appeared personally known to me (or proved to m" on the basis of personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s,)whose name(s)Were satisfactory evidence)to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me subscribed to the within instrument and acknowledged to me that he/shag4Qy executed the same in his/hart hA r authorized that he/she/they executed the same in his/her/their authorized capactty(ies)T and that by his/heP,gHeir signature(s) on the capacity(ies), and that by his/her/their signature(s) on the instrument the person(s),-or the entity upon behalf of which the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. person(s)acted,executed the instrument. WITNESS my hand and 91fIcia seal. , WITNESS my hand and official seal. Notary Signgtore: �t (,n Notary Signature: Notary Seal: Notary Seal: BRENDA SUE E VISSSER F 1p Comm.N 1299622 Vl a-d SR NOTARY PUBLIC CALIFORNIA Riverside County ..-My CM& Expires May 2005 • Planning • FZL, INC. Zoning Land Use May 13, 2002 RECEIVED Doug Evans, Director of Planning and Building MAY 1 1 2002 Planning and Building Department City of Palm Springs 113VP�1l49L�1 ©NISIOIV P.O. Box 2743 Pahn Springs, CA 92263-2743 SUBJECT: AGREEMENT TO EXTEND PLANNING SERVICES Dear Doug: Enclosed are executed copies of the proposed professional planning services agreement. If you have any questions, please do not hesitate to contact me. Sincerely, kL, es Morrissey, President Inc., a California Corporation 41738 Fulton Ave., Hemet, CA 92544 Phone: (909) 925-8455 • Fax: (909) 925-8588 • E-mail: pzl@pe.net M E M O R A N D U M DATE: June 10, 2002 TO: Doug Evans— Director of Planning and Building FROM: Office of the City Clerk RE: PZL, Inc., Amendment#1, A4381: Attached please find two copies of the above-referenced Amendment #1, between PZL, Inc. and the City of Palm Springs, for Professional Planning Support Services, approved by the City Council on May 15, 2002. Please forward one copy to the contractor and retain one copy for your files. I have forwarded a copy of the amendment to Finance and retained a copy for our records. Should you have any questions, please let me know. Barb cc: File Finance w/amendment PZL, Inc. Prof Planning Support Svcs AGREEMENT #4381 M06880, 7-5-01 CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR (SHORT F RM) THIq CONTRACT SERVICES AGREEMENT (herein "Agreement') is made and entered into this�ay of r , 2001, by and between the CITY OF PALM SPRINGS, a municipal corporation (herein City" and PZL. INC A CALIFORNIA CORPORATION (herein "Contractor"). (The term Contractor includes professionals performing in a consulting capacity). NOW, THEREFORE, the parties hereto agree as follows: 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Contractor shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference. Contractor warrants that all work and services set forth in the Scope of Services will be performed In a competent, professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses Permits Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "B" and incorporated herein by this reference, but not exceeding the maximum contract amount of $50 000.00 Dollars ("Contract Sum"). 2.2 Method of Payment. Provided that Contractor is not in default under the terms of this Agreement, Contractor shall be paid as outlined in Exhibit "B", Schedule of Compensation. 3.0 COORDINATION OF WORK 3.1 Representative of Contractor. James Morrissey is hereby designated as being the principal and representative of Contractor authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith. 3.2 Contract Officer. Doug Evans is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified MU76\099999-3000\2022693 2 m09/22/95 Revised 09/01/98 0 0, herein and make all decisions in connection therewith ("Contract Officer"). The City Manager of City shall have the right to designate another Contract Officer by providing written notice to Contractor. 3.3 Prohibition Against Subcontracting or Assignment. Contractor shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred,voluntarily or by operation of law,without the priorwritten approval of City. Any such prohibited assignment or transfer shall be void. 3.4 Independent Contractor. Neitherthe City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.0 INSURANCE AND INDEMNIFICATION 4.1 Insurance. The Contractor shall procureand maintain,atits solecostand expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis in an amount not less than either(i) a combined single limit of$1,000,000.00 or(ii) bodily injury limits of $500,000.00 per person, $1,000,000.00 per occurrence and $1,000,000.00 products and completed operations and property damage limits of $500,000.00 per occurrence. If the Contract Sum is greater than $500,000.00, the policy of insurance shall be in an amount not less than $5,000,000.00 combined single limit. (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Contractor and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either (i) bodily injury liability limits of $500,000.00 per person and $1,000,000.00 per occurrence and property damage liability limits of $250,000.00 per occurrence and $500,000.00 in the aggregate or (ii) combined single limit liability of$1,000,000.00. Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance: Policies of such other insurance, including Professional Liability Insurance, as may be required in the Scope of Services, Exhibit "A". RS2\2MO99999d000\2022693 2 .08/22195 Renscd 09/01/98 -2- • a All of the above policies of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds, except that the City shall not be named as an additional insured for the Worker's Compenstation Insurance nor the Professional Liability Insurance. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or canceled without providing thirty (30) days prior written notice by registered mail to the City. In the event any of said policies of insurance are canceled,the Contractor shall, priorto the cancellation date, submit newevidence of insurance in conformance with this Section 4.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. The Contractor agrees that the provisions of this Section 4.1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or persons for which the Contractor is otherwise responsible. The insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VI or better, unless such requirements are waived by the City Manager or designee of the City due to unique circumstances. 4.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, including paying any legal costs, attorneys fees, or paying any judgment (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work or services of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, but excluding such claims or liabilities to the extent caused by the negligence or willful misconduct of the City. 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force for a period not to exceed one year from the effective date of this agreement. 5.2 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other party. Upon receipt of the notice of termination, the Contractor shall immediately cease all work or services hereunder except as maybe specifically approved by the Contract Officer. In the event of termination by the City, Contractor shall be entitled to compensation for all services rendered prior to the effectiveness of the notice of termination and for such additional services specifically authorized by the Contract Officer and City shall be entitled to reimbursement for any compensation paid in excess of the services rendered. FS2\206\099999-3000\2022693 2 .08/22/95 Revised 09/01/98 -3- 0 6.0 MISCELLANEOUS 6.1 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 6.2 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 6.3 Conflict of Interest. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 6.4 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. 6.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 6.6 Intearation Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 6.7 SeverabilitV. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 6.8 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or f52\2M099999-3000\2022693 2 m08/22/95 Revised 09/01/98 -4- • 0 approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees,whether or not the matter proceeds to judgment. 6.10 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i)such party is duly organized and existing, (ii)they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS, a municipal,corporation AT ST: By: eCity Wnager 4itylerk (Check one: _Individual — Partnership APPROVED AS TO FORM: Corporation) CONTRACTOR: By: City Attu' ey Signature (Notarize pp .. Print Name & Title r By: Sic ature (Notari d) (Corporations require two signatures: One from each of the Following: A. Chairman of Board, President, any Print Na e & Title Vice President:AND B Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer). Mailing Address: kk--VI IQ2�-r CA °tZSl� END OF SIGNATURES FS2\296W99999-3000=2693.2 m08/22/95 Re .d09/01/9& CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF CALIFORNIA COUNTY OF OnQ,/�� /0 2a01 before me, L'/,� DATE NAME,TITLE OF OFFICER-E.G.,"JANE DOE,NOTARY PUBLIC" personally appeared, 7'ZO- , �C9 Pe=nally-known-to me (or proved to me on the basivof satisfactory evidence)to be the persono whose name(s)os are subscribed to the within instrument and acknowledged to me thaQjeD$he/ they executed the same ir(Dis her/their authorized capacity(i%—,+, and that bAliher/their signature)on the instrumentthe persono,or the entity upon behalf of which the person()acted, executed the instrument. WITNESS my hand and official seal, KIND NWA COMP4-*1206984 RY PUBLIC-CAUFORNIA RIVERSIDE COUNTY Comm EXP (SEAL) FEB.a,zooa NOTARY'ROBLIC SIGNATU' OPTIONAL INFORMATION TITLE OR TYPE OF DOCUMENT DATE OF DOCUMENT' NUMBER OF PAGES SIGNER(S)OTHER THAN NAMED ABOVE EXHIBIT "A" SCOPE OF SERVICES CITY OF PALM SPRINGS CONTRACT PLANNING SERVICES Project Understanding The purpose of this proposal is to outline the scope of services associated with providing the City of Palm Springs contract planning services. It is my understanding the City would like assistance in processing various development and planning related projects. It is also my understanding the length of the contract and number of hours would generally be limited but could be expanded based upon a number of factors, including the consent of both parties. Proposed Scope of Services General The proposed scope of services could involve a variety of planning related tasks. In general, the tasks will include facilitating the review, report preparation, and processing of development projects and their associated environmental documentation. In addition, the City may request the completion of various planning related studies that may result in the preparation of subsequent reports, ordinances, or policies. The type of projects to be assigned will be determined at the discretion of the Director of Planning and Building. Duration It is my understanding the City is interested in an initial contract period of three(3) months. This initial period can be expanded through an addendum letter to the contract authorized by both parties based upon workload, retention of full-time staff, and other related issues. Schedule It is my understanding the City would like to utilize my services approximately 16 hours per week for the duration of the contract. It is understood this figure may vary week to week depending upon the complexity of each project, attendance at meetings, and scheduling. This contract would also not preclude an increase in the average number of weekly hours depending upon workload. Such an increase would occur through an addendum letter to the contract upon the mutual consent of both parties. 11,41 EXIMIT °B" SCHEDULE OF COMPENSATION Compensation for contract planning services shall be billed at an hourly rate of$75.00 and mileage shall be paid at $0.32/mile. Invoices shall be submitted on a regular basis, at an interval arranged with the Director of Planning and Building. EXCLUSIONS TO CITY STANDARD CONTRACT Section 4.1(b) This Section requires Worker's Compensation Insurance. As the sole owner and employee of the corporation I would be exempt from this provision. This provision may remain provided it is understood I am currently in full compliance with its provisions due to the current composition of my corporation. Otherwise this provision should be removed. 07/11/2001 11:14 9099258455 PZLINC PAGE 05 MINUTES OF ORGANIZATIONAL MEETING OF PZL, INC., A California corporation The Incorporator named in the Articles of Incorporation of the above named Corporation held a meeting at the time, on the day and at the place set forth hereinbelow for the purpose of completing the organization of said Corporation: TIME: 10:00 A.M. DATE: August 1, 2000 PLACE: 41738 Fulton Avenue Hemet, California 92544 Present at said meeting were the following persons: JAMES MORRISSEY The following named person acted as Temporary Chairman and Temporary Secretary of the meeting: Temporary Chairman: JAMES MORRISSEY Temporary Secretary: JAMES MORRISSEY The Chairman stated that the original Articles of Incorporation had been filed in the office of the California Secretary of State on June 2, 2000. The Chairman presented to the meeting a certified copy of said Articles of Incorporation showing filing as stated and the Secretary was directed to insert said copy In the Book of Minutes of the Corporation. The matter of the adoption of Bylaws for the regulation of the Corporation was next considered. The Chairman presented to the meeting a form of Bylaws a COPY 07/11/2001 11:14 9099258455 PZLINC PAGE 06 that the same be adopted as Bylaws of the Corporation. On motion duly made, seconded and unanimously carried, the following resolutions were adopted: WHEREAS, Bylaws for the regulation of the affairs of this Corporation have not yet been adopted; and WHEREAS, there has been presented to this meeting a form of Bylaws for the regulation of the affairs of this Corporation; and WHEREAS, it is deemed to be in the best interests of this Corporation and its shareholders that said Bylaws be adopted as and for the Bylaws of this Corporation; and WHEREAS, the undersigned Incorporator is empowered pursuant to Section 210 of the California Corporations Code to adopt Bylaws of the Corporation; _ __ NOW, THEREFORE, BE IT RESOLVED, that the Bylaws presented to this meeting be and the same hereby are adopted as and for the Bylaws of this Corporation. RESOLVED FURTHER,thatthe Secretary of this Corporation be,and hereby Is, authorized and directed to execute a certificate of the adoption of said Bylaws and to insert said Bylaws as so certified in the Book of Minutes of this Corporation and to see that a copy of said Bylaws, similarly Certified, is kept at the principal office for the transaction of business of this Corporation, in accordance with Section 213 of the California Corporations Code. The Chairman presented for the approval of the meeting a proposed seal of the Corporation consisting of two (2) concentric circles with the words: PZL, INC., and the words and figures 'INCORPORATED JUNE 2, 2000, CALIFORNIA", in the form and figures as follows: On motion duly made, seconded and unanimously carried, the following resolution was adopted: RESOLVED, that the corporate seal In the form, words, and figures presented to this meeting be and the same hereby Is adopted as the seal of this Corporation. 2 07/11/2001 11:14 9099258455 PZLINC PAGE 07 • • The meeting then proceeded to the election of directors of the Corporation. The Chairman stated that the Incorporator of the Corporation shall be NAVID NAZAR until changed by an amendment to said Bylaws and that pursuant to the authority granted to the Incorporator of the Corporation under Section 210 of the California Corporations Code, said Incorporator is empowered to elect the first directors of the Corporation. Accordingly, the Incorporator, in the exercise of said power and authority, duly elected to the Board of Directors of the Corporation the following persons: JAMES MORRISSEY All of said persons being present, each accepted his or her respective directorship. Thereafter, on motion duly made, seconded and unanimously carried, JAMES MORRISSEY was elected to preside as Chairman and JAMES MORRISSEY was elected to preside as Secretary for the balance of the meeting. The meeting then proceeded to the election of a President, a Secretary and Chief Financial Officer, The following were duly elected to the offices indicated after the names of each: JAMES MORRISSEY President JAMES MORRISSEY Secretary JAMES MORRISSEY Chief Financial Officer Each officer so elected being present, accepted his or her respective office- The Chairman then presented to the meeting a proposed form of share certificate for use by the Corporation. On motion duly made, seconded and unanimously carried, said form of share certificate was approved and adopted and the Secretary was instructed 3 07/11/2001 11:14 9099258455 PZLINC PAGE 08 0 • to insert a copy thereof in the Book of Minutes immediately following the Minutes of the meeting. The Chairman suggested that the meeting consider the authorization of the issuance and sale of shares of the Corporation for the consideration of cash or for the services actually rendered for the formation of the Corporation and for the benefit of the Corporation or for the cancellation of indebtedness for money loaned to the Corporation, or all, as the case may be, to the persons named on Exhibit "A"to these minutes, in the amounts indicated thereon. On motion duly made,seconded, and unanimously carried,the following resolutions were adopted: WHEREAS, this Corporation is authorized to issue an aggregate of One Million (1,000,000) shares of its capital stock; and WHEREAS, contractual commitments have been received from all of the persons named on Exhibit"A"hereto to purchase the number of shares of this Corporation's capital stock set forth herein; and WHEREAS, the total number of shares specified on that Exhibit constitutes the complete offering of shares intended to be issued and sold by the Corporation in this transaction; and WHEREAS, the offer and sale of the foregoing shares is intended to qualify for exemption from the qualification requirement of Section 25110 of the Corporations Code, pursuant to the limited offering exemption of Section 25102(f) of that Code; and WHEREAS, such offer and safe has been, and will be, made, respectively, in accordance with the requirements, limitations and other provisions of Section 25102(f) of the Corporations Code; NOW, THEREFORE, BE IT RESOLVED, that any officer of this Corporation be and hereby is authorized and directed, on behalf of this Corporation,to prepare or cause to be prepared,executed and filed,with the California Commissioner of Corporations, a Notice of Transaction Pursuant to Corp. Code Section 25102(f) not later than thirty (30)calendar days after 4 n(t11/leuM 11.14 909925e455 PZLINC PAGE 09 this Corporation's receipt of the last of the aforesaid contractual commitments to purchase said shares, pursuant to Subdivision(f)of Section 25102 of the California Corporations Code. RESOLVED, FURTHER,that the value per share for purposes of this issuance shall be fixed at $0.001. RESOLVED, FURTHER, that the President, or the Vice President, and the Secretary of the Assistant Secretary be and they hereby are authorized and directed to sell and issue shares of stock of this Corporation to the persons and in the amounts and for the consideration stated in these resolutions. RESOLVED, FURTHER, that the Officers of this Corporation be and they hereby are authorized and directed to execute all documents and to take such action as they may deem necessary or advisable in order to carry out and perform the purpose of these resolutions. After some discussion, the location of the principal office of the Corporation for the transaction of the business of the Corporation was fixed pursuant to the following resolution unanimously adopted, upon motion duly made and seconded: RESOLVED, that the location of the principal office for the transaction of the business of this Corporation, until changed by subsequent resolution of this Board, shall be as follows: 41738 Fulton Avenue Hemet, California 92544 To provide for a depository for the funds of the Corporation and to authorize certain officers to deal with the corporate funds, the following resolutions were duly adopted: RESOLVED, that all funds of this Corporation be deposited with such commercial bank or depository as the President of this Corporation shall determine; and RESOLVED FURTHER, that any officer of this Corporation shall be authorized to endorse checks, drafts, or other evidences of indebtedness made payable to the order of this Corporation, but only for the purpose of deposits; and 5 07/11/2001 11:14 9099258455 PZLINC PAGE 10 RESOLVED FURTHER, that all checks,drafts, and other instruments obligating this Corporation to pay money shall be signed on behalf of this Corporation by the following officer(s) thereof: JAMES MORRISSEY In order to provide for the payment of the expenses of incorporation and organization of the Corporation,on motion duly made, seconded,and unanimously carried, the following resolution was adopted: RESOLVED, that the President or the Chief Financial Officer of this Corporation be, and they hereby are, authorized and directed to pay the expenses of the incorporation and organization of this Corporation, There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, the meeting was adjourned_ JAMES MORRISSEY Temporary Chairman lrno?l J RISSEY President ATTEST; Q� JAMES MARK G. LERNER Tempo cretary Incorporator JAMES MORRISSEY Secretary w.%A0=RRvzLia9WA=dwA2 wyd boJ11/2001 11:14 909925B455 PZLINC PAGE 11 EXHIBIT"A" ISSUES OF CAPITAL STOCK PURSUANT TO SUBDIVISION (f OF SECTION 25102 OF THE CALIFORNIA CORPORATIONS CODE NAME NO. SHARES CONSIDERATION JAMES MORRISSEY 1,000,000 $1,000.00