Loading...
HomeMy Public PortalAboutC-20-144 - Spiniello Infrastructure West, Inc., License Agreement Short Term Rental of Agency Property 20820 S. Main St.LICENSE AGREEMENT BETWEEN CARSON SUCCESSOR AGENCY AND SPINIELLO INFRASTRUCTURE WEST CALIFORNIA THIS LICENSE AGREEMENT ("Agreement") dated December 1, 2020 ("Effective Date"), is made by and between the Carson Successor Agency, a public body, corporate and politic ("Agency" or "Licensor"), and Spiniello Infrastructure West, Inc., a California corporation ("Licensee"). G RECITALS A. Agency owns that certain undeveloped real property located at 20820 S. Main Street, City of Carson, County of Los Angeles (consisting of Los Angeles County Assessor's Parcel Nos. 7336-016-900, 7336-016-901, 7336-016-902, 7336-016-903, 7336-016-904, 7336-016-905, 7336-016-906) as more particularly described in Exhibit "A" ("Property"). B. Licensee wishes to use an area of approximately 25,265 square feet within the Property as more particularly described in Exhibit "B" ("License Area"). C. Licensee is currently contracted with the Los Angeles County Sanitation District and wishes to have access to and certain use of the Agency Property for construction staging and temporary storage of equipment and materials ("License Activities"). D. Agency is willing to permit Licensee to access the Property and engage in the License Activities upon the terms and conditions stated in this Agreement. NOW, THEREFORE, the Licensor and Licensee agree as follows: 1. LICENSE. As of the Effective Date, Licensor grants to Licensee an exclusive temporary license to use the Agency Property solely for the License Activities for the Term (defined in Section 3) and upon and subject to the terms and conditions set forth herein. Licensee shall cooperate with Licensor and any sublessee, licensee, or other party of whom Licensee receives written notice from Licensor ("Other User") using or occupying the Property, to establish and enforce rules and procedures governing those portions of the Property being used in common by Licensee and any Other User 2. EXECUTION. Prior to the Effective Date, Licensee shall execute and acknowledge two (2) copies of this Agreement and deliver same to Agency together with the (i) Initial Monthly License Fees (as defined in Section 5) and (ii) the insurance certificate pursuant to Section 12. Upon Agency's approval of this Agreement, Agency shall execute and acknowledge two (2) copies of this Agreement and deliver an original copy to Licensee. 3. TERM. A. Term. This Agreement shall commence on the Effective Date and terminate automatically sixty (60) days thereafter ("Term") unless extended or terminated as provided below. 0 1007.000 1 439463.1 B. Right to Terminate. Notwithstanding anything to the contrary, either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party. C. Extensions. Any extension of the Term must be in writing executed by both parties. D. Executive Director Authority. Licensor's Executive Director may execute extensions on behalf of Lessor from time to time. E. Termination. Upon termination of this Agreement for any reason, Licensee shall cooperate and execute, acknowledge and deliver any documents reasonably required to confirm such termination of this Agreement and Licensee's possession of the Property. Upon termination, Licensee shall remove all its equipment and materials from the Property and leave the Property in good and safe condition. These obligations shall survive termination of this Agreement and Licensee's failure to provide the requested documents may result in material damage to the Licensor and Licensee shall indemnify Licensor for all such damages including attorney's fees. 4. USE. During the Term, Licensee may only use the Property for the License Activities and no other purposes. Licensee shall maintain the License Area in good and safe condition at all times during the Term. Licensee shall be solely responsible for the security for all of its equipment and materials. Licensee shall not permit any waste or damage to be done to the Property. Licensee is responsible for obtaining all permits, licenses, and any other governmental authorizations required for the License Activities. Licensee may not make any modifications or improvements to the Property without the prior written consent of Licensor. S. LICENSE FEE. During the Term, Licensee shall pay a monthly fee of Three Thousand Two Hundred Dollars ($3,200.00) ("Monthly License Fee") to be paid in advance. The Monthly License Fee for December and the last month must be paid by concurrently with Licensee's execution and delivery of this Agreement to Agency. All subsequent Monthly License Fee payments shall be paid by Licensee to Licensor on the first (I") day of each month during the Term. Payments shall be mailed to: Carson Successor Agency Attn: Saied Naaseh, Director of Community Development 701 E. Carson Street Carson, CA 90745 If this Agreement is terminated pursuant to Section 3.13, Licensee shall be entitled to be paid the prorated portion of the Monthly Licensee Fee for the days in the month after termination is effective. However, if this Agreement is terminated due to breach by Licensee, Licensee shall not be entitled to any proration portion for the balance of the applicable month. 6. UTILITIES. Licensee shall pay all charges for electricity and all other utility services, if any, used by the Licensee in or about the Property during the Term. If such utilities are provided by the Agency, Licensee shall promptly reimburse the Agency upon receipt of written notice of the applicable charges. 0 1007.0001 '439463.1 2 7. INDEMNIFICATION. To the full extent permitted by law, Licensee agrees to indemnify, defend, protect and hold harmless Licensor and the City, their respective officers, directors, agents, representatives, City Council members and employees (collectively, "Licensor and City") from and against all Bens and encumbrances of any nature whatsoever which may arise in the exercise of, or failure to exercise, Licensee's rights hereunder, and from any and all claims, causes of action, liabilities, costs, penalties, obligations, errors, omissions, expenses (including reasonable attorneys' fees), losses and/or damages arising from, or in connection with, Licensee's (or Licensee's agents, employees, or invitces') use of the Property during the Term, or any breach of this Agreement by Licensee (or by Licensee's agents, employees, or invitees), except those arising out of the sole negligence or intentional misconduct of the Licensor or City. The indemnification obligations contained in this Section 7 shall survive the termination of this Agreement and shall be binding on the successors and assigns of Licensee. City is a third -party beneficiary of this provision. 8. DAMAGE OR LOSS. As a material part of the consideration to Licensor, Licensee assumes all risk of damage to its property or injury to persons in or upon the Property during the Term. Licensee hereby releases and relieves Licensor and City and waives its entire right of recovery against Licensor and City, for any loss or damage arising out of or incident to the Licensee's activity on the Property, whether due to the negligence of the Licensor and City or Licensee or its agents, employees and/or contractors, except for any loss or damage arising out of the sole negligence or intentional misconduct of the Licensor or City. The release contained in this Section shall survive the termination of this Agreement and shall be binding on the successors and assigns of Licensee. City is a third -party beneficiary of this provision. 9. ENVIRONMENTAL IMPAIRMENT. A. Licensee shall not use, generate, manufacture, store, transport or dispose of, on or over the Property any flammable liquids, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances (collectively referred to as "Hazardous Materials") as those terms are defined by federal and state laws. The foregoing sentence shall not be deemed to include in any way any Hazardous Materials in existence or present in, on, beneath or under the Property prior to the time of Licensee's access to the Property pursuant to this Agreement or Hazardous Materials customarily used in the License Activities but only to the extent such use is in compliance with all applicable laws. Should any discharge, leakage, spillage, emission, or pollution of any type occur upon or from the Property as a result of Licensee's use and occupancy thereof, Licensee shall provide notice as required by law, and Licensee, at its sole cost and expense, promptly shall undertake all appropriate remediation on all the property affected thereby, whether owned or controlled by Licensor, to the extent required by applicable Iaw and by any governmental body having jurisdiction thereof. B. Should any discharge, leakage, spillage, emission, or pollution of any type occur upon or from the Property (collectively referred to as "Discharge") as a result of Licensee's use, Licensee shall indemnify, hold harmless and defend Licensor and City against all Iiability arising from any injuries to any person and damage to property, including without limitation, employees and property of Licensee and City, and all related expenses, investigators' fees, and litigation expenses, resulting in whole or in part from any such Discharge, regardless of whether 01007.0001.439463.1 3 such liability, cost or expense arises during or after the License term. The remediation and indemnification obligations contained in this Section 9 shall survive the Termination of this Agreement. 10. RESTRICTIONS. Licensee acknowledges and agrees, at Licensee's sole cost and expense, to the following: i. As of the Effective Date, Licensee accepts the Property in AS -IS condition and subject to all conditions, covenants and restrictions of record, and all applicable zoning, municipal, county and state laws, ordinances, regulations and any changes thereto, governing the use and occupancy of the Property. Licensee shall not obtain or cause to be issued any permit, zone change or other entitlement that will be binding upon Licensor or the Property. ii. Licensee shall keep the Property clean and in a safe condition and shall remove all weeds and other debris during the Term. iii. Licensee shall keep the Property free from all liens, taxes and assessments resulting from or caused by Licensee's use of the Property, and Licensee shall reimburse Licensor as necessary to protect its title against any such lien, tax or assessment. Licensee recognizes and understands that this Agreement may create a possessory interest subject to taxes levied upon such interest. iv. Licensee shall keep the Property clear of all litter and debris caused by Licensee or Licensee's use of the Property. v. Licensee shall keep the Property free from any and all third parties attempting to reside on the Property. vi. Upon termination of this Agreement for any reason, Licensee shall promptly remove all its personal property from the Property and any third parties.. vii. Licensee shall not disturb the neighboring businesses, residences or other neighboring land uses. Licensee shall ensure that License Activities do not impede neighboring businesses from conducting their respective businesses. 11. SURRENDER. Upon the termination of this Agreement, all right, title, and interest of Licensee in and to this Agreement shall be surrendered peaceably to the Licensor. Licensee shall promptly remove any personal property, equipment, and materisals from the Property. 12. INSURANCE. Licensee shall maintain in full force and effect during the Term , at Licensee's sole cost and expense, a policy of comprehensive general liability insurance in terms and amounts satisfactory to Licensor, but in any event no Iess than Two Million Dollars ($2,000,000.00) combined single limit per occurrence combined single limit bodily injury, personal injury, death and property damage, subject to such increases in amount as Licensor may reasonably require from time to time, covering any accident or incident arising in connection with the presence of Licensee or its agents, employees, subcontractors, construction workers, guests, or invitees on the Property. Such 01007.0001'439463,1 4 coverage shall also contain endorsements: (a) deleting any employee exclusion on personal injury coverage; (b) deleting any liquor liability exclusion; and (c) providing for coverage of employer's automobile non -ownership liability. Coverage shall include, but not be limited to, personal injury liability, property and operation, blanket contractual, cross liability, severability of interest, broad form property damage, and independent contractors. Licensor and the City shall be named as additional insureds under such insurance policy. Such insurance shall be primary and noncontributing, and shall not be cancelable or subject to reduction of coverage or other modification without thirty (30) days prior written notice to Licensor. Licensee shall concurrently with the execution of this Agreement deliver to Licensor a copy of such insurance policy, or a certificate of insurance evidencing such coverage. In the event Licensee's insurance policy is renewed, replaced or modified, Licensee shall promptly furnish Licensor with a copy of such policy, or a certificate of insurance, as renewed, replaced or modified. 13. DEFAULT. In the event of a breach by Licensee of any of the terms of this Agreement that continues beyond three (3) days after written notice from Agency of such breach ("Default"), all rights of Licensee shall cease and terminate, and in addition to all other rights Licensor may have at law or in equity, Licensor may re-enter the Property and take possession thereof without further notice, and remove any and all persons and personal property from the Property. Licensee's obligations under this Agreement for (i) indemnity, and (ii) payment of the Monthly Licensee Fee which accrued prior to the termination, shall remain in effect. Licensee shall not be entitled to any proration of the Monthly Licensee Fee for early termination due to a breach by Licensee. 14. RULES AND REGULATIONS. Upon not less than two (2) business days prior written notice to Licensee, Licensor shall have the right to: a. Establish and enforce reasonable rules and regulations concerning the management, use, and operation of the Property; b. Close any portion of the Property to whatever extent required in the reasonable opinion of the Licensor's counsel to prevent a dedication of any of the Property or the accrual of any prescriptive rights of any person or of the public to the Property, provided that such closures do not materially and adversely affect Licensee's use of the Property; C. Close temporarily any portion of the Property for maintenance purposes, provided that such closures do not materially and adversely affect Licensee's use of the Property; and d. Disapprove a person or entity retained by Licensee to maintain or protect the Property. 15. SECURITY MEASURES. Licensor is not obligated to provide security of any kind to the Property, and Licensor shall not be liable for any defects or negligence in the implementation of any security measures that Licensor may, in its sole discretion, elect to provide. Licensee assumes all responsibility for the protection of its personal property or that of its agents, employees, or invitees from the acts of third parties. 0 1007.000 1 .439463.1 5 16. WAIVER. The waiver by Licensor of any breach of Licensee hereunder, or the failure on the part of Licensor to enforce any right it may have hereunder, shall not constitute a waiver of any other or subsequent, similar, or different breaches, or a waiver of Licensor's power to enforce such rights. 17. ASSIGNMENT. This Agreement and the rights granted hereunder are personal to Licensee. Licensee may not assign, sell, transfer (including, but not limited to, any sub -license), encumber, pledge, or otherwise hypothecate ("Transfer") any part of this Agreement or any rights hereunder without the prior written consent of Licensor, which may be withheld in Licensor's sole and absolute discretion. Any Transfer by Licensee shall be void ab initio and a basis for immediate termination of this Agreement. In the event that Licensor does consent to a Transfer in writing, such consent shall not relieve Licensee of liability under this Agreement. 18. ATTORNEY'S FEES. If either party brings an action to enforce the terms hereof or to declare its rights hereunder, the prevailing party in any such action, on trial and appeal, shall be entitled to recover its costs and reasonable attorneys' fees. 19. NOTICE. All notices, consents, requests, demands, approvals, waivers, and other communications desired or required to be given hereunder (referred to collectively as "notices") shall be in writing and signed by the party so giving the notice, and shall be effectively given or served: (i) on the date of personal service upon the person to whom it is directed; or (ii) on the date the notice is received or rejected provided it is sent U.S. first class registered or certified mail, postage prepaid, return receipt requested; or (iii) on the date the notice is delivered by a nationally recognized courier service to the address of the person to whom it is directed provided it is sent postage prepaid to the address of the person to whom it is directed (whichever occurs first in time). Notice shall be provided to each party as follows: To Licensor: Carson Successor Agency 701 E. Carson Street Carson, California 90745 Attn: Executive Director With a copy to: AIeshire & Wynder, LLP 18881 Von Karman Avenue, Suite 400 Irvine, CHA 92612 Attn: Sunny K. Soltani, Esq. To Licensee: Spiniello Infrastructure West, Inc. 2650 Pomona Blvd., Pomona CA, 91768 Attn: Abdou Seydi, Contract Officer Either party may, from time to time, change its address by giving written notice thereof in the manner outlined above. 01007.0001'439463.1 6 20. GOVERNING LAW. This Agreement shall be interpreted, enforced and governed by the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. In the event of Iitigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 21. AMENDMENTS. This Agreement may only be amended or modified in writing executed by both parties. 22. SEVERABILITY. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and the remainder of the provisions of this Agreement shall continue in full force and effect without impairment. 23. SOLE AGREEMENT. This Agreement constitutes the sole agreement between Licensor and Licensee with respect to Licensee's use of the Property. 24. NO RECORDATION. Neither this Agreement nor a memorandum of it shall be recorded in the Official Records of Los Angeles County. 25. CONSENTS OF PARTIES. Any requirements under this Agreement that Licensee obtain consents or approvals of Licensor are in addition to and not in lieu of any requirements of law that Licensee obtains approvals or permits. 26. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 27. 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. 28. AUTHORITY. Each individual executing this Agreement on behalf of Licensee represents, warrants and covenants to the Licensor that (a) such person is duly authorized to execute and deliver this Agreement on behalf of such entity in accordance with authority granted under the organizational documents of such entity, and (b) such entity is bound under the terms of this Agreement. 29. INTEREST. If Licensee fails to pay any amounts due under this Agreement when due, the amounts shall bear interest at the rate of ten percent (10%) per annum from the due date until paid in full. 30. EXHIBIT. Exhibit A is attached hereto and incorporated herein by reference. 01007.0001- 331463.1 7 [SIGNATURES OF PARTIES ON NEXT PAGE] 01007.0001.'439463.1 wilil"'UMAZU =,,ZXTI qir"'OZE gr4 4,- 41 Mirk% -.00 A sf scle F,;,;' rJ d_mj*g . . d'.11, I . A5. e;WbL I fl I - Asvgljsj ad f!..m,�Jj; . - - L NWRIAGENCY: A�WltdAt� Chahr aber Decer AT BY. Donesia GLSL-A)M69, MMC Agmcy "PROVED AS TO FORM: AT MIRE & WYNDER, LLP Sunny Sollani (AL) Agency Counsel 01007.0001-'439463.1 9 is-l—i-M spix� 1hfi WC* fur, a Caffomia Ely- Lma C -EG E�- UWilmille. -ptesideml � CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of us a,� � I On — oy w -before me, K) Dote �, j H re ert N�rd Ti !e the Offcer personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. MARY KLUMP Notary Public - California Z Los Angeles County z Z Commission * 2231747 p My Comm Expires Mar 21 2022 Place Notary Seal and/or Stomp Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary Public Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document. Document bate: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Other: Signer is Representing: 02017 National Notary Association Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian of Conservator ❑ Other: Signer is Representing: EXHIBIT A LEGAL DESCRIPTION OF PROPERTY That certain real property located in the Agency of Carson, County of Los Angeles, State of California legally described as follows: ci �[� r -i:i a•i-iar • =�a-ia�� as • �i � ar � :� � •s •7�•� • ` �� :� • i � s r •' THE WEST 125 FEET OF LOT 16 OF TRACT NO. 5927, IN THE CITY OF CARSON, COUN17 OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOR 64_ PAGE 58 OF IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNIY- EKC'EPTLNG THEREFROM ALL OIL, GAS, 1,MMALS, t, AND OTHER HYDROCARBON SUBSTANCES L`11NG IN OR UNDER SAID LAND, BUT WTrH NO RIOT OF Et MY, AS RESERVED BY ROBERT A. LEAVER AND MARIANNE L. LEAVER IN DEED RECORDED JUNE 19.1957 AS INSTRUMENT' O.1835. IN BOOK 54825. PAGE 51 OF OMCLk. RECORDS. APN: 7336-016-900, 901, 902, 903, 904, 905, 906 W07.0001!439463.1 EXHIBIT B LICENSED AREA t�wa w4#��a Lwa �•*Y `VXr� � �'I • � � 4 1 rn• • • 1.. a I. • . t I !�•.. �'•'a'.' •,: as nFe NP%AA IP 'any �1.:...•...' ... j t � Subject Property 20820 Main Street (0.58 Acre) 01007.0001'439463.1 1CPiNr:nM119 ACANA VIDIA ACpRl�" CERTIFICATE OF LIABILITY INSURANCE OATE(M11f) 1 1r19r2020a2a THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER ACT Kore Insurance Holdings, LLC Box 473 354 Eisenhower Parkway, Plaza 1 No, FAX, Arc Ne :973 996P.O. A' . renee koreins-com 'MOR Livingston, NJ 07039 �Fl INSURERS AFFORDING COVERAGE NAlca INSURER A: Valle For - e Insurance Company 20508 EACH OCCURRENCE 1,000,000 INSURED 12/1-4/20x.0 Spiniello Infrastructure West, Inc. INSURER 9: Continental Insurance CompaM of New Ja rsLgY 42625 INSURER C: CNA INsuRERD:ACE American Insurance Company 22667 2650 Pomona Blvd Pomona, CA 91768 INSURER E. Aspen American Insurance Company 43460 INSURER F AUTOMOBILE LIABILITY X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS yy p AL170S ONLY AL 0 ON Y THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LIR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAW"ADE X OCCUR ❑ X X 608058!377 5H12020 5/1/2021 EACH OCCURRENCE 1,000,000 300,000 DAMAGE IEslEaEam rer,ee1 $ MEO EXP (Any one arson 5,000 PERSONAL 6 ADV INJURY S 1,000°000 GENL AGGREGATE LIMIT APPLIES PER: X POLICY 288 FRI LOC OTHER: GENERAL AGGREGATE z,g00,00 PRODUCTS-COMPIOPAGG S 2,000,000 $ A AUTOMOBILE LIABILITY X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS yy p AL170S ONLY AL 0 ON Y X X 6080581363 51112020 51112021 ==SINGLE LIMIT 110001000 BODILY INJURY Per omon BODILY INJURY Por accident OpERTYI AMAGE B X UMBRELLA LIAR EXCESS LIAR I X 11 I OCCUR CLAIMS -MADE X X 6080581346 51112020 5/1/2029 EACH OCCURRENCE 510002000 AGGREGATE 5,000,000 DED RETENTION S C WORKERS CoMPENBATioN AND EMPLOYERS' LIABILITYMTLITE ANYCPROPREIETgO�RRIPARTNERIEXECUTIVE YIN landERIMatory In HHj EXCLUDED? � Dyes, describe under DESCRIPTION OF OPERATIONS below H / A 6080581329 51112020 51112021 X I PER OTH PR I— L.EACHACCIDENT 1,000,000 E.L. DISEASE - EA EMPLOYE 'i r000,00a E.L. DISEASE -POLICY LIMIT 1,000,000 D E Contractor's Pollutl Property CPY G71518358 002 IMOOCFR20 5/112020 51112020 511!2021 5/1/2021 Aggregate 5,000,000 Installation Floater 1,000,000 CRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If mon space Is required) 20820 S. Main Street, City of Carson, County of Los Angeles (consisting of Los Angeles County Assessor's Parcel Nos. 7336-016-900, 7336-016-901, 1-016-902,7336-016-903, 7336-016-904, 7336-016-905,7336-015-906). Iflcate holder Is listed as additional Insured when required by written contracted. General Liability, Auto Liability 8 Umbrella Liability policies include a 30 day notice of cancellation, 10 days for non-payment. Carson Successor Agency Attn: Salad Naaseh, Director of Community Development 701 E. Carson Street Carson, CA 90745 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD UNANIMOUS WRITTEN CONSENT AND RESOLUTION OF SHAREHOLDERS AND DIRECTORS OF SPINIELLO INFRASTRUCTURE WEST, INC. In lieu of a special meeting Dated as of November 12, 2018 The Directors of Spiniello Infrastructure West, Inc., a California corporation (the "Corporation") adopted a resolution on December appointing Emil W. Solimine as Chairman of the Board of Directors, Chief Executive Officer and Treasurer of the Corporation and Emil J. Solimine as President and Secretary of the Corporation until their successors are elected and qualified. This Resolution is intended to reconfirm those appointments. BE IT NOW THEREFORE RESOLVED, that the undersigned, being all of the Shareholders and Directors of the Corporation, do hereby adopt the following Resolution and, in so doing, consent to and authorize all of the actions described herein, effective immediately on the date hereof RESOLVED, that all of the incumbent officers of the Corporation shall continue to serve as officers of the Corporation and shall continue to hold the offices indicated opposite his name, to hold such offices until successors are qualified and elected and shall be deemed for the purposes hereof to be an "Authorized Person": Name Offices Emil W. Solimine Chairman of the Board, Chief Executive Officer & Treasurer Emil J. Solimine President & Secretary RESOLVED, that the Chief Executive Officer of the Corporation is authorized and directed to take any actions he deems necessary or appropriate to further evidence, confirm or give effect to the forgoing. RESOLVED, that Abdoulaye Seydi, as Vice President of Operations of the Corporation, shall be authorized to act on behalf of the Corporation as an Authorized Person solely for the purposes of the execution, delivery and performance (on behalf of the Corporation) of any bids, bid documents, proposals, contracts, payment requisitions and vouchers, and change orders on behalf of the Corporation. RESOLVED, all documents executed to cavy out the intent of the foregoing resolutions by an Authorized Person, when so executed and delivered, shall constitute the valid obligations of and be binding upon the Corporation in the form and content in which they are so executed. Each Authorized Person is hereby authorized and directed to take any and all actions, to pay any and all fees and expenses, and to execute and deliver any and all documents, agreements, certificates, and instruments, on behalf of the Corporation, as such Authorized Person deems necessary or advisable in order to carry out the purposes and intent of, and to consummate all of the transactions contemplated by, the foregoing resolutions, the taking of such actions, or the execution and delivery of any such documents, agreements, certificates, and instruments, to be conclusive evidence of the Authorized Person's determination and authority to act for or on behalf of the Corporation. RESOLVED, any and all of the actions described above previously taken by any Authorized Person or any person designated by any Authorized Person be and they hereby are approved, confirmed, and ratified by the undersigned in all respects. IN ERE 1E`, eJundersigned Shareholders and Directors of the Corporation have ute is Res6fu ' n as of to st written above. F Emil W. Solimine, Director and Emil J. Solimine, Director an SharehoIder Shareholder