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Chiquita Canyon, LLC Oaks Initiative Form

Santa Monica City Council
November 15, 2022

Document
Chiquita Canyon, LLC Oaks Initiative Form
Meeting
November 15, 2022
Body
Santa Monica City Council
Original file
1.2 MB
Text extracted from the city's file for reading and search. Open the original on santamonicacityca.iqm2.com. That file is the official record.

Lih at
Santa Monien CITY OF SANTA MONICA

OAKS INITIATIVE DISCLOSURE FORM
In order to tacilitate compliance with the requirements of the Oaks Initiative, the City person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity.

Public benefits include:

1. Personal services contracts in excess of $25,000 over any 12-month period;

2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12- month period;

3. Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12- month period;

4. Non-competitive franchise awards with gross revenue of $50,000 or more in any 12-month period;

5. Land use variance, special use permit, or other exception to an established land use plan, where the decision has a value in excess of $25,000;

6. Tax "abatement, exception, or benefit" of a value in excess of $5,000 in any 12- month period; or

7. Payment of "cash or specie" of a net value to the recipient of $10,000 in any 12- month period.

Name(s) of persons or entities receiving public benefit:

Chiquita Canyon, Inc., dba Chiquita Canyon, LLC.

Name(s) of trustees, directors, partners, and officers:

See Attached
Name(s) of persons with more than a 10% equity, participation, or revenue interest:

None
Prepared by: Steven J Cassulo Title: District Manager
Signature: Sen plate Date: 8-8-22
Email: [email protected] Phone: 661-257-3655
FOR CITY USE ONLY:

Bid/PO/Contract # Permit#

WRITTEN CONSENT OF

THE SOLE MEMBER OF CHIQUITA CANYON, LLC
The undersigned, being the sole member of Chiquita Canyon, LLC, a Delaware limited liability company (the "Company"), hereby consents to and adopts the following resolutions:

BE IT RESOLVED that Worthing F. Jackman be, and he hereby is, elected the sole manager of the Board of Managers of the Company, to serve until his successor is duly elected and qualifies; and
RESOLVED FURTHER that all acts of the sole manager of the Board of Managers of the Company, for or in the name or on behalf of the Company during the past fiscal year be, and they hereby are, ratified, approved and confirmed; and IN WITNESS WHEREOF, the undersigned sole member of the Company, has duly executed this Written Consent in The Woodlands, Texas effective May 1, 2022.

SOLE MEMBER
CHIQUITA CANYON, INC.

Mitten
By:

Patrick J. Shea
Executive Vice President, General Counsel and
Secretary
{00101974 DOC.}

WRITTEN CONSENT OF THE SOLE MEMBER AND

SOLE MANAGER OF THE BOARD OF MANAGERS OF

CHIQUITA CANYON, LLC
The undersigned, being the sole member and the sole manager of the Board of Managers of Chiquita Canyon, LLC, a Delaware limited liability company (the "Company"), hereby consent to and adopt the following resolutions:

BE IT RESOLVED that the following individuals be, and they hereby are, elected to the offices set forth opposite their respective names, to serve until their successors are duly elected and qualify:

Name Office
Worthing F. Jackman President and Chief Executive Officer Darrell W. Chambliss Executive Vice President and Chief Operating Officer
James M. Little Executive Vice President - Engineering and Disposal
Patrick J. Shea Executive Vice President, General Counsel and Secretary
Mary Anne Whitney Executive Vice President and Chief Financial Officer
Matthew S. Black Senior Vice President and Chief Tax Officer Robert M. Cloninger Senior Vice President, Deputy General Counsel and Assistant Secretary
Jason Craft Senior Vice President - Operations
John Perkey Vice President, Deputy General Counsel -
Compliance and Government Affairs
Kurt Shaner Vice President - Engineering and Sustainability Dan Schooler Regional Vice President - Western Region
Kevin Joyce Regional Controller - Western Region
RESOLVED FURTHER that all acts of the officers of the Company for or in the name of or on behalf of the Company during the past fiscal year be, and they hereby are, ratified, approved and confirmed.
{00101974 DOC.)
RESOLVED FURTHER that the President and Chief Executive Officer, the Executive Vice President, General Counsel and Secretary, and the Executive Vice President and Chief Financial Officer of the Company (the "Authorized Officers") be, and they hereby are, authorized and directed to establish bank accounts on behalf of the Company;
RESOLVED FURTHER that the Authorized Officers be, and they hereby are, authorized:
(a) To designate one or more banks, trust companies or other similar institutions as depositories of the funds, including, without limitation, cash and cash equivalents, of the Company;
(b) To open, keep and close general and special bank accounts, including general deposit accounts, payroll accounts and working fund accounts, with any such bank;
(c) To cause to be deposited in such accounts with any such bank, from time to time, such funds, including, without limitation, cash and cash equivalents, of the Company as the Authorized Officers deem necessary or advisable, and to designate or change the designation of the officer or officers and agent or agents of the Company who will be authorized to make such deposits and to endorse checks, drafts or other instruments for such deposit; (d) From time to time, to designate or change the designation of the officer or officers and agent or agents of the Company who will be authorized to sign or countersign checks, drafts or other orders for the payment of money issued in the name of the Company against any funds deposited in any of such accounts, and to revoke any such designation;
(e) To authorize the use of facsimile signatures for the signing or countersigning of checks, drafts or other orders for the payment of money, and to enter into such agreements as banks and trust companies customarily require as a condition for permitting the use of facsimile signatures; (t) To make such general and special rules and regulations with respect to such accounts as they may deem necessary or advisable; and
(g) To complete, execute and/or certify any customary printed blank signature card forms in order to conveniently exercise the authority granted by this resolution and any resolutions printed thereon shall be deemed adopted as a part hereof;
RESOLVED FURTHER that the Authorized Officers be, and they hereby are, authorized to sign checks, make withdrawals and authorize wire transfers for and on behalf of the Company in connection with such bank accounts authorized to be established hereunder;
RESOLVED FURTHER that the standard form of resolution required by any bank with which a bank account is established be, and hereby is, approved, adopted {00101974DOC.)
and confirmed as a resolution of this Company, and the Secretary or any of the Authorized Officers is hereby authorized to certify such resolutions as having been adopted by these resolutions of the Company and is directed to insert the form of such resolutions in the Minute Book;
RESOLVED FURTHER that any such bank to which a copy of these resolutions shall have been delivered shall be entitled to rely thereon for all purposes until it shall have received written notice of the revocation or amendment of these resolutions by the Director of the Company;
RESOLVED FURTHER that any and all acts of the Authorized Officers in executing any and all documents and instruments necessary to effectuate and evidence the foregoing resolutions be, and they hereby are, further ratified, confirmed and approved;
RESOLVED FURTHER that the Authorized Officers be, and they hereby are, authorized, empowered and directed for and on behalf of the Company, to take such further actions, and negotiate, execute and deliver such instruments and documents as shall be necessary, proper or advisable in order to carry out the intent and accomplish the purposes of the foregoing resolutions; and
RESOLVED FURTHER that the authority given hereunder shall be deemed retroactive and any and all acts authorized hereunder which were performed by any officer, agent, representative or attorney of the Company or any other person acting for or on behalf of the Company, are hereby ratified, confirmed and approved as to the date such actions were taken.

IN WITNESS WHEREOF, the undersigned sole member and the sole manager of the Board of Managers of the Company have duly executed this Written Consent effective May 1, 2022.

SOLE MEMBER
CHIQUITA CANYON, INC.

By:

Worthing F. Jackman
President and Chief Executive Officer

SOLE MANAGER OF THE BOARD OF

MANAGERS
2 Worthing F. Jackman, Manager
[00101974DOC

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