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HomeMy WebLinkAboutAVI Systems Inc; 2024-01-31;EOC AV Move Phase 2 Page 1 of 6 City Attorney Approved 5/3/2023 CITY OF CARLSBAD MINOR PUBLIC WORKS CONTRACT EOC AV MOVE PHASE 2 This agreement is made on the ______________ day of _________________________, 2024, by the City of Carlsbad, California, a municipal corporation, (hereinafter called "City"), and AVI Systems, Inc., a North Dakota stock corporation, whose relevant place of business is 10070 Willow Creek Road, San Diego, CA 92131-1623 (hereinafter called "Contractor"). City and Contractor agree as follows: DESCRIPTION OF WORK. Contractor shall perform all work specified in the Contract documents for the project described by these Contract Documents (hereinafter called "Project"). PROVISIONS OF LABOR AND MATERIALS. Contractor shall provide all labor, materials, tools, equipment, and personnel to perform the work specified by the Contract Documents unless excepted elsewhere in this Contract. CONTRACT DOCUMENTS. The Contract Documents consist of this Contract, exhibits to this Contract, Contractor's Proposal, the Plans and Specifications, the General Provisions, as contained in the Standard Specifications for Public Works Construction “Greenbook,” latest edition and including all errata; Part 1 General Provisions, addendum(s) to said Plans and Specifications, and all proper amendments and changes made thereto in accordance with this Contract or the Plans and Specifications, all of which are incorporated herein by this reference. When in conflict, this Contract will supersede terms and conditions in the Contractor’s proposal. LABOR. Contractor will employ only skilled workers and abide by all State laws and City of Carlsbad Ordinances governing labor. GUARANTEE. Contractor guarantees all labor and materials furnished and agrees to complete the Project in accordance with directions and subject to inspection approval and acceptance by: Mike Lesh (City Project Manager) PAYMENT. The City shall withhold retention as required by Public Contract Code Section 9203. WAGE RATES. The general prevailing rate of wages for each craft or type of worker needed to execute the Contract shall be those as determined by the Director of Industrial Relations pursuant to Sections 1770, 1773 and 1773.1 of the Labor Code. Pursuant to Section 1773.2 of the Labor Code, a current copy of the applicable wage rates is on file in the Office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all workers employed by him or her in execution of the Contract. Contractor shall be responsible for insuring compliance with provisions of section 1777.5 of the Labor Code and section 4100 et seq. of the Public Contracts Code, "Subletting and Subcontracting Fair Practices Act." The City Engineer is the City's "duly authorized officer" for the purposes of section 4107 and 4107.5. The provisions of Part 7, Chapter 1, of the Labor Code commencing with section 1720 shall apply to the Contract for work. A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Section 1725.5. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. DocuSign Envelope ID: D7AB657E-5426-485F-87F4-ABECA14C82BD January31st EOC AV Move Phase 2 Page 2 of 6 City Attorney Approved 5/3/2023 Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. FALSE CLAIMS. Contractor hereby agrees that any contract claim submitted to the City must be asserted as part of the contract process as set forth in this agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. 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. Contractor hereby acknowledges that the filing of a false claim may subject the Contractor to an administrative debarment proceeding wherein the contractor may be prevented from further bidding on public contracts for a period of up to five years and that debarment by another jurisdiction is grounds for the City of Carlsbad to disqualify the Contractor or subcontractor from participating in contract bidding. Signature: ___________________________________ Print Name: ___________________________________ REQUIRED INSURANCE. The successful contractor shall provide to the City of Carlsbad, a Certification of Commercial General Liability and Property Damage Insurance and a Certificate of Workers’ Compensation Insurance indicating coverage in a form approved by the California Insurance Commission. The certificates shall indicate coverage during the period of the contract and must be furnished to the City prior to the start of work. The minimum limits of liability insurance are to be placed with California admitted insurers that have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. Commercial General Liability Insurance of Injuries including accidental death, to any one person in an amount not less than……..$1,000,000 Subject to the same limit for each person on account of one accident in an amount not less than ….…$1,000,000 Property damage insurance in an amount of not less than……..$1,000,000 Automobile Liability Insurance in the amount of $1,000,000 combined single limit per accident for bodily injury and property damage. In addition, the auto policy must cover any vehicle used in the performance of the contract, used onsite or offsite, whether owned, non-owned or hired, and whether scheduled or non- scheduled. The automobile insurance certificate must state the coverage is for “any auto” and cannot be limited in any manner. The above policies shall have non-cancellation clauses providing that thirty (30) days written notice shall be given to the City prior to such cancellation. The policies shall name the City of Carlsbad as an additional insured. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. DocuSign Envelope ID: D7AB657E-5426-485F-87F4-ABECA14C82BD David Bunting EOC AV Move Phase 2 Page 3 of 6 City Attorney Approved 5/3/2023 WORKERS’ COMPENSATION AND EMPLOYER’S LIABILITY. Workers’ Compensation limits as required by the California Labor Code. Workers’ Compensation will not be required if Contractor has no employees and provides, to City’s satisfaction, a declaration stating this. BUSINESS LICENSE. The Contractor and all subcontractors are required to have and maintain a valid City of Carlsbad Business License for the duration of the contract. INDEMNITY. The Contractor shall assume the defense of, pay all expenses of defense, and indemnify and hold harmless the City, and its officers and employees, from all claims, loss, damage, injury and liability of every kind, nature and description, directly or indirectly arising from or in connection with the performance of the Contract or work; or from any failure or alleged failure of Contractor to comply with any applicable law, rules or regulations including those related to safety and health; and from any and all claims, loss, damages, injury and liability, howsoever the same may be caused, resulting directly or indirectly from the nature of the work covered by the Contract, except for loss or damage caused by the sole or active negligence or willful misconduct of the City. The expenses of defense include all costs and expenses including attorneys’ fees for litigation, arbitration, or other dispute resolution method. JURISDICTION. The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this agreement is San Diego County, California. Start Work: Contractor agrees to start within 30 working days after receipt of Notice to Proceed. Completion: Contractor agrees to complete work within 90 working days after receipt of Notice to Proceed. CONTRACTOR’S INFORMATION. AVI Systems, Inc. 10070 Willow Creek Road (name of Contractor) 792548 (street address) San Diego, CA 92131-1623 (Contractor’s license number) C7-Low Voltage (city/state/zip) 858-653-4300 (license class. and exp. date) 1000036874 (telephone no.) 858-653-4313 (DIR registration number) 6/30/2024 (fax no.) danny.patterson@avisystems.com (DIR registration exp. date) (e-mail address) /// /// /// /// /// DocuSign Envelope ID: D7AB657E-5426-485F-87F4-ABECA14C82BD EOC AV Move Phase 2 Page 4 of 6 City Attorney Approved 5/3/2023 AUTHORITY. The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) IT Director (print name/title) By: ATTEST: (sign here) SHERRY FREISINGER City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: D7AB657E-5426-485F-87F4-ABECA14C82BD David Bunting RVP for EOC AV Move Phase 2 Page 5 of 6 City Attorney Approved 5/3/2023 EXHIBIT A LISTING OF SUBCONTRACTORS BY GENERAL CONTRACTOR Set forth below is the full name and location of the place of business of each sub-contractor whom the Contractor proposes to subcontract portions of the Project in excess of one-half of one percent of the total bid, and the portion of the Project which will be done by each sub-contractor for each subcontract. NOTE: The Contractor understands that if it fails to specify a sub-contractor for any portion of the Project to be performed under the contract in excess of one-half of one percent of the bid, the contractor shall be deemed to have agreed to perform such portion, and that the Contractor shall not be permitted to sublet or subcontract that portion of the work, except in cases of public emergency or necessity, and then only after a finding, reduced in writing as a public record of the Awarding Authority, setting forth the facts constituting the emergency or necessity in accordance with the provisions of the Subletting and Subcontracting Fair Practices Act (Section 4100 et seq. of the California Public Contract Code). If no subcontractors are to be employed on the project, enter the word "NONE." SUBCONTRACTORS Type of Work to be Subcontracted Business Name and Address DIR Registration No. License No., Classification & Expiration Date % of Total Contract None Total % Subcontracted: __0%_____________ The Contractor must perform no less than 50% of the work with its own forces. DocuSign Envelope ID: D7AB657E-5426-485F-87F4-ABECA14C82BD EOC AV Move Phase 2 Page 6 of 6 City Attorney Approved 5/3/2023 EXHIBIT B EOC AV Move Phase 2 A. SUMMARY: Contractor will provide (3) mounts for OFE 75" monitors and installation to OFE portable carts. Contractor will also be providing and building a portable cart to install an OFE 85" monitor. Additional time has been added to transport all (4) monitors from 2560 Orion Way to 1635 Faraday Ave. City staff will direct install team if monitors need to be mounted to wall to secure carts. B. PRODUCTS AND SERVICES   DocuSign Envelope ID: D7AB657E-5426-485F-87F4-ABECA14C82BD PRODUCTS: M.wl.tllt CTM-MS2 PFCUB Pescrintioo Mounts PREMIER Universal Tilt Mount for Flat Panel Displays up to 3 MOUNTS 160 lbs. -VESA 200x200 -800-505mm CHIEF 4' -6' LFP MOBILE CART Integration Cab les & Connectors Sub-Total: Mounts Integration Engineering & Drawing s Project Management On Site Integration Sub-Total: Integration $161.59 $872.20 Extended $484.77 $872.20 $230.76 $1,587.73 $1,379.98 $1,202.16 $2,448.16 $5,030.30 $6 618 03 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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(ies) 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies 444 W. 47th Street, Suite 900 Kansas City MO 64112-1906 (816) 960-9000 kcasu@lockton.com AVI SYSTEMS, INC. 8019 BOND STREET LENEXA KS 66214 ACE American Insurance Company 22667 Chubb National Insurance Company 10052 Federal Insurance Company 20281 Fireman's Fund Insurance Company 21873 Great Northern Insurance Company 20303 Pacific Indemnity Company 20346 X X 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 X X X 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X X 50,000,000 50,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 TECH E&O / CYBER LIABILITY INSTALLATION FLOATER $7,000,000 PER CLAIM; $7,000,000 AGG $2,000,000 A 736-33-082 4/1/2023 4/1/2024 A 3004-07-76 4/1/2023 4/1/2024 F D01651249 4/1/2023 4/1/2024 C 3004-07-76 4/1/2023 4/1/2024 B USL019323232 4/1/2023 4/1/2024 C 7819-88-17 4/1/2023 4/1/2024 D 7044-1340 4/1/2023 4/1/2024E7044-1341 4/1/2023 4/1/2024 4/1/2024 1508002 Y Y Y N N N N 3/30/2023 N N 18442544 18442544 XXXXXXX CITY OF CARLSBAD / CMWD C/O EXIGIS INSURANCE COMPLIANCE SERVICES P.O. BOX 947 MURRIETA CA 92564 THE CITY OF CARLSBAD/CMWD IS INCLUDED AS AN ADDITIONAL INSURED ON A PRIMARY/NON-CONTRIBUTORY BASIS RE GENERAL LIABILITY AND AUTO LIABILITY AS PER WRITTEN CONTRACT. WAIVER OF SUBROGATION IS IN FAVOR OF THE ADDITIONAL INSURED RE GENERAL LIABILITY AS REQUIRED BY WRITTEN CONTRACT. 30-DAY NOTICE OF CANCELLATION APPLIES IN FAVOR OF ADDITIONAL INSURED. X X DocuSign Envelope ID: D7AB657E-5426-485F-87F4-ABECA14C82BD,,,-----, I ACORD® ~ I f--□ □ f-- ~ Fl □ □ f-- f--- f--..__ f--f-- f--H I I I I l □ AVI Systems, Inc. Signing Authorization and Delegation of Authority Pli October 2019 Your Name: Employee # Date: Branch: Signing Authorization Form Pursuant with your responsibilities as , you are hereby delegated the authority and responsibility to plan for and to manage the businesses and activities assigned to the position. Operationally, you are delegated general authority to take actions as you deem necessary to carry out the responsibilities assigned to you. This authority must be exercised consistent with the objectives of the approved operating plans, approved department budget, approved salary action plan and policies of the company. With regards to commitments, purchases, and other financial obligations, you are authorized up to the limits determined in Exhibit A - AVI’s Senior Management Signing Authorization. By signing below, you accept full responsibility for the authorization granted herein and the terms and conditions stipulated in the Signing Authorization and Delegation of Authority Policy. Signature Date Date COO/Board Secretary Area Vice Presedent David W. Bunting June 10th, 2020 San Diego COO/Board Secretary:Joel Lehman 6/10/2020 6/10/2020 10576 DocuSign Envelope ID: D7AB657E-5426-485F-87F4-ABECA14C82BD ~ AVI ~ JC!#Le+unMv AVI Systems, Inc. Signing Authorization and Delegation of Authority Pli October 2019 Exhibit ADocuSign Envelope ID: D7AB657E-5426-485F-87F4-ABECA14C82BD Board of Directors no limit no limit no limit no limit no limit Comp. Committee of Board of Directors n/a n/a n/a n/a n/a Executive Officers Chief Executive Officer no limit no limit no limit no limit no limit Chief Financial Offi cer $5,000,000 $2,500 ,000 $2,500,000 $2,500,000 $2,500,000 Treasurer $5,000,000 $2,500 ,000 $2,500,000 $2,500,000 $2,500,000 Chief Operating Officer $5,000,000 $2,500 ,000 $2,500,000 $2,500,000 $2,500,000 RVPsN P Sales/Managing Directors $500,000 $250,000 $250,000 n/a $500,000 Controller, Co!£.orate VP $500,000 $250,000 $250,000 n/a $500,000 r Ar;; VP-;:-Branch ~n;g;;s - - - --$250,000 $100,000 $100,000 n/a $250,000 -------------------------------- Sales Managers $150,000 n/a n/a n/a $150,000 <$25,000 <$25,000 box sale box sale Executive Account Managers only n/a n/a n/a only <$25,000 <$25,000 box sale box sale Senior Account Managers only n/a n/a n/a only <$25,000 <$25,000 box sale box sale Account Managers only n/a n/a n/a only Corporate Directors n/a n/a n/a n/a n/a Depart ment Managers, TSMs n/a n/a n/a n/a n/a Staff n/a n/a n/a n/a n/a DocuSign Envelope ID: D7AB657E-5426-485F-87F4-ABECA14C82BD A VI SYSTEMS, INC. Corporate Resolution Authorities The undersigned, being members of the Board of Directors (the "Company"), a corporation organized under the provisions of the laws of North Dakota, hereby adopt and approve the following resolution in writing at the annual meeting December 12, 2019: WHEREAS, the undersigned desire to authorize certain transactions on behalf of the Company; NOW, THEREFORE, the Directors of the Company hereby adopt the following resolution: 1. Officers. RESOLVED, that the following persons are elected as the Managers of the Company and shall be known as Officers, to serve with the titles set opposite their names at the pleasure of the Board of Directors: Corporate Office Name Business Title Chairman Joseph Stoebner Chairman President Jeffrey Stoebner Chief Executive Officer Chief Financial Officer Christopher Mounts Chief Financial Officer Treasurer Randi Borth Corporate Treasurer Secretary Joel Lehman Chief Operating Officer 2. Company Seal. RESOLVED, that the Company shall have a company seal, but its use shall not be required for any purpose and failure to use such a seal shall not affect the validity of any documents executed on behalf of the Company 3. Fiscal Year. RESOLVED, that the fiscal year of the Company is fixed as April 1 to March 31 of each year. 4. Auditors. RESOLVED, that Eide Bailly LLP is appointed as the independent auditors for the Company. 5. Banking Depository. RESOLVED, that Wells Fargo Bank is appointed as the depository for the funds of the Company and that the resolution is hereby adopted for such purpose and the Chairman, President, Chief Financial Officer, Treasurer and Secretary of the Company (Executive Officers) are, and each of them is, hereby DocuSign Envelope ID: D7AB657E-5426-485F-87F4-ABECA14C82BD authorized to execute and deliver on behalf of the Company such resolution or resolutions and such other agreements, instruments and certificates as may be necessary or appropriate to establish and confirm Wells Fargo Bank as the depository for the Company. 6. Legal Relationship. RESOLVED, that Hellmuth & Johnson PLLC is appointed designated legal counsel for general legal matters, and that Husch Blackwell LLP is appointed designated legal counsel for the A VI Systems, Inc. 40l(k) ESOP Plan matters. 7. Directed ESOP Trustee RESOLVED, that Alerus Financial, N.A., is appointed acting solely in its capacity as Trustee of the AVI Systems, Inc. Employee Stock Ownership Plan. 8. Qualification to Do Business. RESOLVED, that the Company is authorized to qualify, obtain authority or otherwise register to do business as a Company in all the states of the United States of America and in such other jurisdictions in which such action may be or become required or advisable, in the name of the Company or in such other fictitious or "doing business as" name as may be necessary or appropriate in the judgment of the Executive officers of the Company, the Chairman, President, Chief Financial Officer, Treasurer and Secretary of the Company are, and each of them is, hereby authorized to execute and deliver on behalf of the Company such applications, designations, appointments, agreements, instruments and certificates as may be necessary or appropriate for such purpose, including the designation of registered offices and appointment of agents for service in such jurisdictions, and any additional resolution or resolutions required by such jurisdictions to be adopted by the Board of Directors of the Company for such purpose are hereby adopted. 9. General Authorization. RESOLVED, that the Chairman, President, Chief Financial Officer, Treasurer and Secretary of the Company are, and each of them is, hereby authorized and directed to take all such actions as such officer may deem necessary or appropriate to carry out the purposes and intent of and to consummate and implement the transactions contemplated by the foregoing resolutions, including, without limitation, the execution and delivery in the name of and on behalf of the Company of any and all certificates, documents, agreements and instruments including powers of attorney and other delegations of authority, as may be required or desirable therefore, all in such form and containing such terms as such officer may approve, such approval to be conclusively evidenced by his execution and delivery thereof. IN WITNESS WHEREOF, the undersigned members of the Board of Directors of the Company have subscribed their names as of the 12th day of December, 2019.