HomeMy WebLinkAboutCali-Wide Distribution, Inc. - Indemnification Agreement -1-31-2023UVVUJIylI CI IVCIVFIC IU. U0VHr1AVG-r I:/V-4Ll.0-000 V-/1G ICOVC4V.'74V
INDEMNIFICATION AGREEMENT
THIS AGREEMENT (Agreement) is entered into on 1/31/2023
by and between the CITY OF FRESNO, a municipal corporation (City), and Cali -Wide
Distribution, Inc. (Applicant).
RECITALS
WHEREAS, Applicant has applied to City for a Cannabis Conditional Use
Permit (Permit) for a retail or commercial cannabis business; and
WHEREAS, litigation challenging the granting or issuance of Permit approvals
by governmental bodies is proliferating, and such litigation exposes City to potential
liability for damages, costs, and attorney's fees; and,
WHEREAS, City incurs great expense in the active defense of such litigation and,
if unsuccessful, may also be required to pay the prevailing party's attorney's fees and
costs; and,
WHEREAS, fairness and sound fiscal policy require that the person or entity
receiving the benefits of Permit should also bear the burden of the liability for potential
injuries and the expense of such litigation and claims: and,
WHEREAS, Applicant and City mutually desire to enter into this Indemnification
Agreement, by which Applicant shall indemnify, (at City's request) defend, save and hold
City harmless, in order that City shall bear no fiscal or financial burden whatsoever
resulting from any litigation challenging the City's grant or issuance of land use approvals
to Applicant, subject to the provisions of Section 2, below.
HOLD HARMLESS AND INDEMNIFICATION
To the furthest extent allowed by law, Applicant shall indemnify, hold harmless and
defend City and each of its officers, officials, employees, agents and volunteers from
any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in
contract, tort or strict liability, including but not limited to personal injury, death at any
time and property damage) incurred by City, Applicant or any other person, and from
any and all claims, demands and actions in law or equity (including reasonable attorney's
fees, litigation expenses and cost to enforce this agreement), arising or alleged to have
arisen directly or indirectly out of performance of this Agreement. Applicant's obligations
under the preceding sentence shall apply regardless of whether City or any of its officers,
officials, employees, agents or volunteers are negligent, but shall not apply to any loss,
liability, fines, penalties, forfeitures, costs or damages caused solely by the gross
negligence, or caused by the willful misconduct, of City or any of its officers, officials,
employees, agents or volunteers.
This section shall survive termination or expiration of this Agreement.
2. INSURANCE REQUIREMENTS
(a) Throughout the life of this Agreement, Applicant shall pay for and maintain
in full force and effect all insurance as required herein with an insurance company(ies)
either (i) admitted by the California Insurance Commissioner to do business in the State
of California and rated no less than "A-VII" in the Best's Insurance Rating Guide, or (ii) as
DEV-B Indemnity Agt (08-19-21)
L/UUUJIIY.I I CI IVCIUFIC IU. uoUr%rHUc-r I:J V'4G1.0-00UV-F1G I C0Ur_-FV.7'#U
may be authorized in writing by City's Risk Manager or designee at any time and in its
discretion. The required policies of insurance as stated herein shall maintain limits of
liability of not less than those amounts stated therein. However, the insurance limits
available to City, its officers, officials, employees, agents, and volunteers as additional
insureds, shall be the greater of the minimum limits specified therein or the full limit of any
insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, Applicant
fail to maintain any required insurance in full force and effect, all terms under this
Agreement shall be discontinued immediately until notice is received by City that the
required insurance has been restored to full force and effect and that the premiums
therefore have been paid for a period satisfactory to City. Any failure to maintain the
required insurance shall be sufficient cause for City to terminate this Agreement. No
action taken by City pursuant to this section shall in any way relieve Applicant of its
responsibilities under this Agreement. The phrase "fail to maintain any required
insurance" shall include, without limitation, notification received by City that an insurer
has commenced proceedings, or has had proceedings commenced against it, indicating
that the insurer is insolvent.
(c) The fact that insurance is obtained by Applicant shall not be deemed to
release or diminish the liability of Applicant, including, without limitation, liability under the
indemnity provisions of this Agreement. The duty to indemnify City shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy limits
do not act as a limitation upon the amount of indemnification to be provided by Applicant.
Approval or purchase of any insurance contracts or policies shall in no way relieve from
liability nor limit the liability of Applicant, vendors, suppliers, invitees, contractors, sub-
contractors, consultants, or anyone employed directly or indirectly by any of them.
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial
General Liability Coverage Form CG 00 01, providing liability coverage
arising out of your business operations. The Commercial General Liability
policy shall be written on an occurrence form and shall provide coverage for
"bodily injury," "property damage" and "personal and advertising injury" with
coverage for premises and operations (including the use of owned and non -
owned equipment), products and completed operations, and contractual
liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under
"Minimum Limits of Insurance."
2. The most current version of ISO Commercial Auto Coverage Form CA 00
01, providing liability coverage arising out of the ownership, maintenance or
use of automobiles in the course of your business operations. The
Automobile Policy shall be written on an occurrence form and shall provide
coverage for all owned, hired, and non -owned automobiles or other licensed
vehicles (Code 1- Any Auto).
3. Workers' Compensation insurance as required by the State of California
and Employer's Liability Insurance.
DEV-B Indemnity Agt (08-19-21)
2
UUI:UJII�f.lI clivu1V1.1C IU. UOUMrMVL-r IJV'4L1..0-OOUJ-ML ICOJC4Uy4U
MINIMUM LIMITS OF INSURANCE
Applicant shall procure and maintain for the duration of the agreement, insurance with
limits of liability not less than those set forth below. However, insurance limits available to
City, its officers, officials, employees, agents, and volunteers as additional insureds, shall
be the greater of the minimum limits specified herein or the full limit of any insurance
proceeds available to the named insured:
COMMERCIAL GENERAL LIABILITY
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work
performed under the Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY
$1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation Insurance as re uired by the State of
California with statuto ry limits and EMPLOYER'S LIIABILITY with limits
of liability not less than:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
UMBRELLA OR EXCESS INSURANCE
In the event Applicant purchases an Umbrella or Excess insurance policy(ies) to meet the
"Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and afford no
less coverage than the primary insurance policy(ies). In addition, such Umbrella or
Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for
the benefit of the City, its officers, officials, employees, agents, and volunteers.
DEDUCTIBLES AND SELF -INSURED RETENTIONS
Applicant shall be responsible for payment of any deductibles contained in any insurance
policy(ies) required herein and Applicant shall also be responsible for payment of any
self -insured retentions. Any self -insured retentions must be declared on the Certificate
of Insurance, and approved by, the City's Risk Manager or designee. At the option of the
City's Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such self -insured retentions as
respects City, its officers, officials, employees, agents, and volunteers; or
(ii) Applicant shall provide a financial guarantee, satisfactory to City's Risk
Manager or designee, guaranteeing payment of losses and related
investigations, claim administration and defense expenses. At no time shall
City be responsible for the payment of any deductibles or self -insured
retentions.
DEV-B Indemnity Agt (08-19-21)
3
UUUUJIIY.II CI IVCIUFIC IU. UOUMrMUL-r I L)U-'+LliO-OUVJ-HL ICOJC'hUU4U
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
(i) Ail policies of insurance required herein shall be endorsed to provide that
the coverage shall not be cancelled, non -renewed, reduced in coverage or
in limits except after 30 calendar days' written notice has been given to City,
except ten days for nonpayment of premium. Applicant is also responsible
for providing written notice to the City under the same terms and conditions.
Upon issuance by the insurer, broker, or agent of a notice of cancellation,
non -renewal, or reduction in coverage or in limits, Applicant shall furnish
City with a new certificate and applicable endorsements for such policy(ies).
In the event any policy is due to expire during the work to be performed for
City, Applicant shall provide a new certificate, and applicable
endorsements, evidencing renewal of such policy not less than 15 calendar
days prior to the expiration date of the expiring policy.
(ii) The Commercial General and Automobile Liability insurance policies shall
be written on an occurrence form.
(iii) The Commercial General and Automobile Liability insurance policies shall
be endorsed to name City, its officers, officials, agents, employees, and
volunteers as an additional insured. Applicant shall establish additional
insured status for the City and for all ongoing and completed operations
under the Commercial General Liability policy by use of ISO Forms or an
executed manuscript insurance company endorsement providing additional
insured status. The Commercial General endorsements must be as broad
as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 26 or CG
2012.
(iv) The Commercial General and Automobile Liability insurance shall contain,
or be endorsed to contain, that the Applicants' insurance shall be primary
to and require no contribution from the City. The Commercial General policy
is required to include primary and non-contributory coverage in favor of the
City for both the ongoing and completed operations coverage. These
coverages shall contain no special limitations on the scope of protection
afforded to City, its officers, officials, employees, agents, and volunteers. If
Applicant maintains higher limits of liability than the minimums shown
above, City requires and shall be entitled to coverage for the higher limits
of liability maintained by Applicant.
(v) Should any of these policies provide that the defense costs are paid within
the Limits of Liability, thereby reducing the available limits by defense costs,
then the requirement for the Limits of Liability of these polices will be twice
the above stated limits.
(vi) For any claims related to this Agreement, Applicant's insurance coverage
shall be primary insurance with respect to the City, its officers, officials,
agents, employees, and volunteers. Any insurance or self-insurance
maintained by the City, its officers, officials, agents, employees, and
volunteers shall be excess of the Applicant's insurance and shall not
contribute with it.
DEV-B Indemnity Agt (08-19-21)
4
UUI;UJIIJ. I I CI IVCIUptC IU. UOUNrHUG-r I UU-44l,0-00UJ-MG I COJC'iUv' u
(vii) The Workers' Compensation insurance policy shall contain, or be endorsed
to contain, a waiver of subrogation as to City, its officers, officials, agents,
employees, and volunteers.
(viii) The Commercial General and Automobile Liability insurance policies shall
contain, or be endorsed to contain, a waiver of subrogation as to City, its
officers, officials, agents, employees, and volunteers.
PROVIDING OF DOCUMENTS - Applicant shall furnish City with all certificate(s)
and applicable endorsements effecting coverage required herein. All certificates
and applicable endorsements are to be received and approved by the City's
Risk Manager or designee prior to City's execution of the Agreement and
before work commences. All non -ISO endorsements amending policy coverage
shall be executed by a licensed and authorized agent or broker. Upon request of
City, Applicant shall immediately furnish City with a complete copy of any
insurance policy required under this Agreement, including all endorsements, with
said copy certified by the underwriter to be a true and correct copy of the original
policy. This requirement shall survive expiration or termination of this Agreement.
All sub -applicants working under the direction of Applicant shall also be required
to provide all documents noted herein.
CLAIMS -MADE POLICIES - If any coverage required is written on a claims -made
coverage form:
(i) The retroactive date must be shown, and must be before the effective date
of the Agreement or the commencement of work by Applicant.
(ii) Insurance must be maintained and evidence of insurance must be provided
for at least five years after completion of the work or termination of the
Agreement, whichever first occurs.
If coverage is canceled or non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the effective date of
the Agreement, or work commencement date, Applicant must purchase
"extended reporting" period coverage for a minimum of five years after
completion of the work or termination of the Agreement, whichever first
occurs.
(iv) A copy of the claims reporting requirements must be submitted to City for
review.
(v) These requirements shall survive expiration or termination of the
Agreement.
3. NOTIFICATIONS AND COOPERATION BY CITY.
City shall notify Applicant within a reasonable period of time of its receipt of any
demand, claim, action, proceeding, or litigation in which City is to be indemnified and held
harmless by Applicant. If City requests that Applicant defend City, it shall notify Applicant
in writing within a reasonable period of time of its receipt of any such demand, claim,
action, proceeding, or litigation and City shall cooperate fully in such defense.
DEV-B Indemnity Agt (08-19-21)
5
UUVUolyll CI IVCIUYu IU. LlOVMrHUG-r IUV-'#LL•O'00 U:J-MG I C0UC'FUy4V
City shall have the right to select the attorney or attorneys who will defend the
City. In selecting defense counsel, City should consider the prevailing local rates for
attorneys with the requisite skills. City should further consider whether a joint defense
arrangement utilizing counsel for Applicant will suffice in lieu of separate counsel. City
reserves its rights at all times to retain separate defense counsel subject to the
provisions of this paragraph, and Applicant agrees to accept such selection. City and
Applicant shall at all times cooperate with respect to the retention of counsel. Applicant
further agrees to be fully responsible for any and all costs and attorney's fees generated
by said attorney(s) in the defense of City in any claim, demand, action, proceeding, or
litigation arising out of the Project.
4. CITY'S PARTICIPATING IN DEFENSE.
Nothing contained herein shall prohibit City, in its sole discretion, from participating
in the defense of any demand, claim, action, proceeding, or litigation over and above
representation by outside counsel, or from participating in the defense of any demand,
claim, action, proceeding, or litigation. If City elects to also defend, it shall do so in good
faith. In no event shall City's participation in the defense of any demand claim, action,
proceeding, or litigation affect the obligations imposed upon Applicant in section 2 of this
Agreement.
5. REIMBURSEMENT OF CITY'S COSTS RE: ADMINISTRATIVE RECORD.
Without limiting the City's right to recover its costs from Applicant under paragraph
2 herein above, Applicant agrees to reimburse the City for its actual cost incurred,
including, but not limited to, City staff and attorney time expended for certifying and/or
preparing the administrative record in connection with any proceedings related to the
subject matter of this Indemnification Agreement. Applicant and City agree to work
cooperatively with respect to preparation of the administrative record, and Applicant shall
ensure that City is fully reimbursed for the costs of preparation before receiving such
administrative record. To the extent administrative record reimbursement and related
costs are recovered in any litigation by the City, Applicant shall be reimbursed to the
extent any such recovery is made as cost recovery items.
6. COVENANT NOT TO SUE.
(a) Applicant on behalf of itself, and its successors, and assigns, hereby fully
releases City, its successors, and all other persons and associations, known or
unknown, from all claims and causes of action by reason of any damage which has
been sustained, or may be sustained, as a result of the above -described Permit and
covenants not to sue relating to such claims, excluding gross negligence orwillful
misconduct of City, as setforth in Section 1, above.
(b) Applicant acknowledges and agrees that this release applies to all claims
that Applicant may have against City arising out of the above -described Land Use
Approval for injuries, damages, or losses to Applicant's person and property, real or
personal, whether those injuries, damages, or losses are known or unknown, foreseen or
unforeseen, or patent or latent.
(c) Applicant certifies that Applicant has read section 1542 of the Civil Code,
set out below:
DEV-13 Indemnity Agt (08-19-21)
6
Ljuuu,DiyI CIIVCIupu IU. L)OUF1rHVG-r I OU-'#41,.0-000L)-HG ICOUr--+UV-W
A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of executing
the release, which if known by him or her must have materially
affected his or her settlement with the debtor.
(d) Applicant hereby waives application of section 1542 of the Civil Code.
(e) Applicant understands and acknowledges that the significance and
consequence of this waiver of section 1542 of the Civil Code is that even if Applicant
should eventually suffer additional damages arising out of the above described Land Use
Approval, Applicant will not be permitted to make any claim for those damages.
Furthermore, Applicant acknowledges that Applicant intends these consequences even
as to claims for damages that may exist as of the date of this release but which Applicant
does not know exist, and which, if known, would materially affect Applicant's decision to
execute this release, regardless of whether Applicant's lack of knowledge is the result of
ignorance, oversight, error, negligence or any other cause.
(f) Applicant warrants and represents that in executing this release, Applicant
has relied on legal advice from the attorney of Applicant's choice that the terms of this
release and its consequences have been completely read and explained to Applicant by
that attorney, and that Applicant fully understands the terms of this release.
(g) Applicant acknowledges and warrants that Applicant's execution of this
release is free and voluntary.
(h) This release pertains to a disputed claim and does not constitute an
admission of liability by City for the above -described Permit.
(i) The provisions of section 8 herein below shall not apply to this covenant not
to sue.
7. TERMINATION OF AGREEMENT.
(a) This Indemnification Agreement may be terminated only upon the
following conditions:
(i) The parties agree to terminate this Indemnification Agreement by
their express, mutual written consent; or
(ii) The Applicant petitions the City Manager to terminate this
Agreement by providing to the Council a written opinion of Applicant's legal counsel
and the City Manager, in its sole discretion, determines that termination of this
Agreement is in the best interest of the public and the City. It is understood and
agreed that the City, in making such determination of whether to terminate this
Agreement, may reasonably rely upon said opinion of Applicant's legal counsel.
(b) If this Agreement is terminated as provided above, the City shall execute
a written release of Applicant's obligations under this Agreement. It shall be Applicant's
responsibility to record such document with the office of the Recorder of the County of
Fresno.
DEV-B Indemnity Agt (08-19-21)
7
L./VUUJIIyII CItvt Iiu tC IU. LIOUMrMUL-r IJU-VLI,O-OOL/J-MG ICOJC4UV'4U
8. ATTORNEY'S FEES.
If either party is required to commence any proceeding or legal action to enforce
or interpret any term, covenant or condition of this Agreement, the prevailing party in such
proceeding or action shall be entitled to recover from the other party its reasonable
attorney's fees and legal expenses. For the purposes of this agreement, "attorneys' fees"
and "legal expenses" include, without limitation, paralegals' fees and expenses, attorneys,
consultants fees and expenses, expert witness fees and expenses, and all other
expenses incurred by the prevailing party's attorneys in the course of the representation
of the prevailing party in -anticipation of and/or during the course of litigation, whether or
not otherwise recoverable as "attorneys' fees" or as "costs" under California law, and the
same may be sought and awarded in accordance with California procedure as pertaining
to an award of contractual attorneys' fees.
9. SEVERABILITY.
If any provision of this Agreement is determined to be invalid in a final judgment
by a court of competent jurisdiction, each and every other provision hereof shall remain
infull force and effect.
10. CONSTRUCTION OF CONTRACT.
The parties hereby acknowledge that they and their respective counsel have
cooperated in the drafting and preparation of this Agreement, for which reason this
Agreement shall not be construed against any party as the drafter thereof.
[Signatures follow on the next page.]
DEV-B Indemnity Agt (08-19-21)
8
uuL:uony.11 CIIVCIuptC ILJ. UouF1r/1u4-r iL)u-'#LliO-OOU:I-MG ICOJC'#U-,Yu
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, on the day and year first above written.
CITY:
CITY OF FRESNO,
A Califg L.0 .,r,pbunicipaI corporation
FBy: 1/31/2023
Georgeanne White
City Manager
APPROVED AS TO FORM:
ANDREW JANS
City A U I�Ud by:
By: "( WVVAsJA,0b1/2023
Mary aterman-Doidge Date
Senior Deputy City Attorney II
ATTEST:
Todd Stermer
City Clejlc�s ,3,.•,� by:
'ram, 1/31/2023
By:
Deputy
DEV-B Indemnity Agt (08-19-21)
9
APPLICANT:
CALI-WQ,�,,Rj§TRIBUTION, INC.
By:5&s6u a,l/25/2023
Name: Jaskarn Sin h Na ra
Title: President / Secretary / Treasurer
:
B
::gn�r7U� 1/27/2023
y .JJ
Name: Aran Johl
Title: Vice -President
(Parties authorized to sign on behalf of
applicant [staff: see AO 4-1])
UUl:U,DiY[I CIIvCIUPU ILJ. U0U/1rMU4-r I UU-4LV0-000JYIL ICOUC4U:Y'4U
BYLAWS
OF
CALI-WIDE DISTRIBUTION, INC.
ARTICLE I
SHAREHOLDERS
Section 1. Annual Mcetin . An annual meeting shall be held once each calendar year for the purpose of
electing directors and for the transaction of such other business as may properly come before the meeting.
The annual meeting shall be held at the time and place designated by the Board of Directors from time to
time.
Section Z. 5necral Meetin s. Special meetings of the shareholders may be requested by the President, the
Board of Directors, or the holders of a majority of the outstanding voting shares.
Section 3. Noose. Written notice of all shareholder meetings shall be pr
ovided under this section or as
otherwise required by law. The Notice shall state the place, date, and t our ofar holders of record for
a sat the
meeting, the purpose of the meeting. Such notice shall be mailed
address shown on the corporate books, at least 10 days prior to the meeting. Such notice shall be deemed
effective when deposited in ordinary U.S. mail, properly addressed, with postage prepaid.
Section 4. Place of Meeting. Shareholders meetings shall be held at the corporation's principal place of
business unless otherwise stated in the notice.
Section 5. Quorum. A majority of the outstanding voting shares, whether represented in person or by
proxy, shall constitute a quorum at a shareholders meeting. In the absence of a quorum, a majority of the
hout further notice. If a quorum is
represented shares may adjourn the meeting to another time wit
represented at an adjourned meeting, any business may be transacted that might have been transacted at
the meeting as originally scheduled. The shareholders present at a meeting represented by a quorum may
continue to transact business until adjournment, even if the withdrawal of some shareholders results in
representation of less than a quorum.
Section 6. Informal Action. Any action required to be taken, or which may be taken, at a shareholders
meeting, may be taken without a meeting and without prior notice it'a consent in writing, setting forth the
action so taken, is signed by the shareholders who own all of the shares entitled to vote with respect to the
subject matter of the vote.
ARTICLE H
DIRECTORS
Section 1. Number of Dimetors. The corporation shall be managed by a Board of Directors consisting of
one ore more directors.
Section 2. Election and Term of Office. The directors shall be elected at the annual shareholders
meeting. Each director shall serve a term of one year (s), or until a successor has been elected and
qualified.
LduuuollJ.lI mIvt Ilupv IU. L10UMrMVG-r IUU--FLVO-OODU-ML I C00C1fUZ7'+V
Section 3. Ouorurn. A majority of directors shall constitute a quorum.
Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the adverse
interest of a director shall not disqualify the director or invalidate his or her vote.
Section 5. Regular Meeting. An annual meeting shall be held, without notice, immediately following and
at the same place as the annual meeting of the shareholders. The Board of Directors may provide, by
resolution, for additional regular meetings without notice other than the notice provided by the resolution.
Section 6. S ial Meeting. Special meetings may be requested by the President, Vicc-President,
Secretary, or any two directors by providing five days' written notice by ordinary United States mail,
effective when mailed.
Section 7. Informal Action. Any action required to be taken at a meeting of directors, or any action
which may be taken at a meeting of directors or of a committee of directors, may be taken without a
meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of
the members of the committee of directors, as the case may be.
Section 8. Removal Vacancies. A director shall be subject to removal, with or without cause, at a
meeting of the shareholders called for that purpose. Any vacancy that occurs on the Board of Directors,
whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A
director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a
successor has been elected and qualified.
Section 9. Committees. To the extent permitted bylaw, the Board of Directors may appoint from its
members a committee or committees, temporary or permanent, and designate the duties, powers and
authorities of such committees.
ARTICLE III
OFFICERS
Section 1. Number of Officers. The officers of the corporation shall be a President, one or more
Vice -Presidents (as determined by the Board of Directors), a Secretary, and a Treasurer. Two or more
offices may be held by one person.
Section 2. Election and Term of Office. The officers shall be elected annually by the Board of Directors
at the first meeting of the Board of Directors following the annual meeting of the shareholders. Each
officer shall serve a one year term or until a successor has been elected and qualified.
Section 3. Removal or Vacannc . The Board of Directors shall have the power to remove an officer or
agent of the corporation. Any vacancy that occurs for any reason may be filled by the Board of Directors_
ARTICLE IV
CORPORATE SEAL, EXECUTION OF INSTRUMENTS
The corporation shall have a corporate seal, which shall be affixed to all deeds, mortgages, and other
Uul;u,Di II mIVClupu IU. Ljoumr/1uL-r I uu-44lJo-oouu-MG ICOJCYuv1+u
instruments affecting or relating to real estate. All instruments that are executed on behalf of the
corporation which are acknowledged and which affect an interest in real estate shall be executed by the
President or any Vice -President and the Secretary or Treasurer. All other instruments executed by the
corporation, including a release of mortgage or lien, may be executed by the President or any Vice -
President. Notwithstanding the preceding provisions of this section, any written instrument may be
executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of
Directors.
ARTICLE V
AMENDMENT TO BYLAWS
The bylaws may be amended, altered, or repealed by the Board of Directors or the shareholders by a two-
thirds majority of a quorum vote at any regular or special meeting; provided however, that the
shareholders may from time to time specify particular provisions of the bylaws which shall not be
amended or repealed by the Board of Directors.
ARTICLE VI
INDEMNIFICATION
Any director or officer who is involved in litigation by reason of his or her position as a director or officer
of this corporation shall be indemnified and held harmless by the corporation to the fullest extent
authorized by law as it now exists or may subsequently be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the corporation to provide broader
indemnification rights).
ARTICLE VII
STOCK CERTIFICATES
The corporation may issue shares of the corporation's stock without certificates. Within a reasonable time
after the issue or transfer of shares without certificates, the corporation shall send the shareholder a
written statement of the information that is required by law to be on the certificates. Upon written request
to the corporate secretary by a holder of such shares, the secretary shall provide a certificate in the form
prescribed by the directors.
Certification
I certify that the foregoing is a true and correct copy of the bylaws of the above -named corporation, duly
adopted by the initial Board of Directors on November 19, 2020.
UUUU01 II CIIvt1lupt/ IU. UOUMrMVL-r I VU-4L1.0-00 U:1-MG ICOVC,+VU-FU
MINUTES OF THE
SHAREHOLDERS
OF
CALI- WIDE DISTRIBUTION, INC.
Pursuant to waiver of notice (copies of which are attached), a special meeting of the Shareholders of the above
corporation was held on November 12, 2020 at 10:00 am at the corporation's place of business.
The purpose of the meeting: is to elect the Board of Directors, Officers, approve the initial issuance of stock and
set up the business, located at 3793 W. Holland Ave., Fresno, CA 93722.
I. QUORUM. A quorum was declared present based on the following Shareholders who were present or
represented by proxy as follows:
- Shareholder: Jaskarn Singh Nagra
Number of Shares: 8,000
The Shareholder was represented in person.
- Shareholder: Adan Johl
Number of Shares: 2,000
The Shareholder was represented in person.
The following corporate actions were taken by appropriate motions duly made, seconded, and adopted by the
unanimous vote of the Shareholders entitled to vote (unless a higher voting approval is stated).
U. ELECTION OF DIRECTORS. The following persons were elected as Directors for the terms provided in
the bylaws:
Name:
Jaskarn Singh Nagra
Term:
Until next election of Directors
Address:
PO Box 294, Traver, CA 93673
Name:
Adan Johl
Term:
Until next election of Directors
Address:
PO Box 294, Traver, CA 93673
M. ELECTION OF OFFICERS. The following Officers were elected:
Name:
Jaskarn Singh Nagra
Office:
President
Address:
PO Box 294, Traver, CA 93673
Name:
Arjan Johl
Office:
Vice -President
Address:
PO Box 294, Traver, CA 93673
Name:
Jaskarn Singh Nagra
Office:
Secretary
Address:
PO Box 294, Traver, CA 93673
L/ul:u Jlly.lI CI Ivuiu pC Iu. uOOMrMUG-r Iuu-4G1.0-00L)O-ML I COUCNOy,iu
Name: Jaskarn Singh Nagra
Office: Treasurer
Address: PO Box 294, Traver, CA 93673
IV. ISSUANCE OF STOCK. The issuance of stock was approved as follows:
Name:
Jaskarn Singh Nagra
Shares:
8,000
Amount:
$8,000.00
Name:
Arjan Johl
Shares:
2,000
Amount:
$2,000.00
TOTAL: Shares: 10,000
Amount: $10,000.00
V. BORROWING RESOLUTION. The corporation was authorized to borrow such amounts as the Officers
deem advisable from Oflicer(s), Bank(s) and lending institution(s) with whom the officer(s) deem to be in the
best interests of the Corporation.
tions and to sign all documents reasonably needed to carry out this loan
The Officers are authorized to take all ac
transaction.
VI. ESTABLISH BANKING RELATIONSHIP The Officers are authorized to open accounts with any bank
which the officer(s) deem to best serve the business of the corporation.
VIL AUTHORIZATION OF CORPORATE ACTION. The Officers were authorized to take all actions and
to sign all documents reasonably needed to:
- SETTI-NG UP NEW BUSINESS. The Officers and Directors are authorized to take all actions necessary
to complete setting up of new business located at 3793 W. Holland Ave. Fresno, CA 93722 assbsoo nn aas
possible. The Officers and Directors are also authorized to sign all documents necessary
to licenses and permits with government agencies to set up the business.
There being no further business, the meeting was duly adjourned.
IA'karn Singh Nagra
Secretary