RESOLUTION NO. 2025-004
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH CUMMING MANAGEMENT GROUP, INC. FOR CONSTRUCTION
MANAGEMENT AND INSPECTION SERVICES IN AN AMOUNT NOTTO EXCEED $563,800.00 FOR THE MONROE STREET POOL RENOVATION AND
REPLACEMENT PROJECT, CAPITAL IMPROVEMENT PROGRAM PROJECT NO. 4724
WHEREAS, the City Council of the City of Carlsbad, California has determined it necessary, desirable and in the public interest to construct the Monroe Street Pool Renovation and Replacement Project, Capital Improvement Program, or CIP, Project No. 4724, or Project; and WHEREAS, on Sept. 10, 2024, the City Council adopted Resolution No. 2024-214, approving the plans, specifications and contract documents for the Project, and authorizing the City Clerk to advertise the construction documents for bidding; and
WHEREAS, staff have bid the project and identified a contractor as providing a responsive and responsible bid for the Project; and
WHEREAS, staff require the assistance of a construction management and inspection services firm to provide oversight of the construction work; and WHEREAS, in March 2024, the city issued a Request for Proposals, or RFP, for solicitation of construction management and inspection services for the Project; and WHEREAS, staff completed a qualifications-based evaluation of the 10 proposals received; and WHEREAS, staff have identified the Cumming Management Group, Inc., or Cumming Group, as the most qualified consultant for the Project; and
WHEREAS, the City Council has determined it is necessary and in the public interest to enter into an agreement with the Cumming Group to provide construction management and inspection services for the Project; and
WHEREAS, staff and the Cumming Group have negotiated the scope of work and the associated fee in an amount not to exceed $563,800.00 to provide construction management and inspection services for the Project; and
WHEREAS, on July 19, 1977, the City Council certified the environmental impact report (EIR-380) for the Monroe Street Pool, at the time identified as the "community swimming pool." The project is within the scope of the prior environmental document and no further environmental documentation is required per California Environmental Quality Act Guidelines Section 15162; and WHEREAS, the conditional use permit (CUP-158) and the certified environmental impact report (EIR-380) for the Community Swim Complex allowed for larger pool(s), building(s) and parking lots than what was originally constructed. All applicable mitigation measures contained in the prior environmental document have either been satisfied previously and/or were made conditions of approval of the project's approved conditional use permit . There have not been substantial changes to the circumstances under which the project is undertaken and there have been no new significant environmental effects that would modify or change any mitigation measures; and WHEREAS, the pool operates in conjunction with the existing school facility, and the proposed changes do not result in new significant impacts or a substantial increase in the severity of previously identified impacts because the site and neighborhood context have not changed. Projects constructed by the school district since the pool was constructed have not impacted pool operations. The changes to the pool will have no impact to the adjacent school facilities. The mitigation measures to reduce impacts remain in place and are adequate to maintain the same level of significance studied in the previous environmental impact report, therefore none of the situations in CEQA Guidelines Section 15162(a) exist and no additional environmental review is necessary. The certified environmental impact report and mitigation measures are on file for review at the Planning Division; and WHEREAS, the City Planner determined on Feb. 7, 2023, that the design concept was consistent with the approved conditional use permit for the Community Swim Complex (the former name of the Monroe Street Pool facility).
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows:
1. That the above recitations are true and correct.
2. That the professional services agreement with Cumming Management Group, Inc. for construction management and inspection services for the Monroe Street Pool Renovation and Replacement Project, CIP Project No. 4724 in an amount not to exceed $563,800.00 (Attachment A) is approved and the Mayor is authorized to execute the agreement, subject to its review and approval as to form by the City Attorney's Office.
3. That the City Manager or designee is authorized to approve amendments to the agreement and to extend the time for completion of the agreement for up to one additional year, as needed.
4. That the City Manager or designee is authorized to sign all other documents necessary for regulatory compliance, to extend funding opportunities, or to otherwise implement and finalize the project, all of which are subject to review and approval as to form by the City Attorney's office.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 14th day of January 2025, by the following vote, to wit:
AYES:
NAYS:
ABSTAIN:
ABSENT:
BLACKBURN, BHAT-PATEL, ACOSTA, BURKHOLDER, SHIN.
NONE.
NONE.
NONE.
KEITH BLACKBURN, Mayor
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AGREEMENT FOR MONROE STREET POOL REPLACEMENT FOR CONSTRUCTION
MANAGEMENT AND INSPECTION SERVICES
CUMMING MANAGEMENT GROUP, INC.
THIS AGREEMENT is made and entered into as of the / L/tJ1 day of 2025, by and between the City of Carlsbad, California, a municipal umming Management Group, Inc., a California corporation ("Contractor") .
RECITALS
A. City requires the professional services of a consultant that is experienced in construction consulting.
B. Contractor has the necessary experience in providing professional services and advice related to construction consulting.
C. Contractor has submitted a proposal to City under RFP24-2355FAC and has affirmed its willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform , and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement's terms and conditions .
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of two (2) years from the date first above written.
The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement .
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term shall not exceed five hundred eighty-three thousand eight hundred dollars ($583,800). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%} retention until City has accepted the work and/or Services specified in Exhibit "A."
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." City Attorney Approved Version 5/22/2024
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6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under California Labor Code section 1720 et seq. and are subject to state prevailing wage laws. 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 the Section 1770, 1773 and 17 73.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of 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 such workers employed by him or her in the execution of the Agreement. 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.
6.2 DIR Registration. California Labor Code section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in Labor Code section 1725.5. Labor Code section 1771.1 provides that a contractor or subcontractor/subconsultant shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public wo rk pursuant to Labor Code section 1725.5. Prior to the performance of public work by any subcontractor or subconsultant under this Agreement, Contractor must furnish City with the subcontractor or subconsultant's current DIR registration number.
7. CONSTRUCTION MANAGEMENT SOFTWARE
Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non -productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web -based Procore user account(s) and utilize web -based training / tutorials (as needed) to become familiar with the system.
Unless the Engineer approves otherwise, the Contractor shall process all project docum ents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore.
It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on -site individual to provide real -time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list it ems. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents.
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8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agree s to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor.
9. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City.
10. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
11. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’ s fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2 782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.
The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C Jan. 14, 2025
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a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.
12. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to 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.
12.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be av ailable and applicable to the City as an additional insured.
12.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
12.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
12.1.3 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.
12.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work.
12.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions:
12.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City.
12.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.
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12.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.
12.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement.
12.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City.
12.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement.
12.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements.
13. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time.
14. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement.
15. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records.
16. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City.
17. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are:
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For City For Contractor
Name Steven Stewart Name Anthony Sanchez
Title Municipal Projects Manager Title Executive VP / Project Manager Department Public Works Address 350 South Grand Avenue, Suite 1900 City of Carlsbad Los Angeles, CA 90071
Address 1635 Faraday Ave. Phone No. 213-408-4518
Carlsbad, CA 92008 Email [email protected]
Phone No. 442-339-2938
Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address.
18. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code.
Yes ☒ No ☐
If yes, list the contact information below for all individuals required to file:
Name Email Phone Number
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.
20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light -duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles ma y therefore be subject to requirements to reduce Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C [email protected]
Anthony L. Sanchez
A. Al Jajeh 646-369-9623
[email protected]
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emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this proc edure will prohibit the parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
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25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor ack nowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, 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 information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Co ntractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld.
28. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts.
30. 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.
[signatures on following page]
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CONTRACTOR
CUMMING MANAGEMENT GROUP, INC., a
California corporation
By:
(sign here)
A. Al Jajeh, Chief Financial Officer
(print name/title)
By:
(sign here)
Anthony Sanchez, Executive Vice President
(print name/title)
PSA25-3654FAC
CITY OF CARLSBAD, a municipal corporation of
the State of California
By:
v Keith Blackburn, Mayor
ATTEST:
SHERRY FREISINGER, City Clerk
Deputy City Clerk
If required by City, proper notarial acknowledgment of execution by contractor must be attached. ~ corporation, Agreement must be signed by one corporate officer from each of the following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
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: _ _ C.,_~-~--~- - - -
Assistant City Attorney
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Cumming Management Group, Inc., shall provide Construction Management Services for the Monroe Street Pool Renovation project as outlined in the attached proposal dated Dec. 19, 2024, for an amount not to exceed $583,800.
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15010 Avenue of Science
Suite 100
San Diego, CA 92128
T 858 485 6765
cumming-group.com December 19, 2024
Mr. John Maashoff
Facilities Engineering Division
Public Works, Fleet & Facilities Department
1635 Faraday
Carlsbad, CA 92008
Mr. Steven Stewart
Facilities Engineering Division
Public Works, Fleet & Facilities Department
1635 Faraday
Carlsbad, CA 92008
Transmitted via email correspondence to the following recipient(s): [email protected] [email protected]
Subject: Cumming Proposal for Construction Management Services Monroe Street Pool Renovation
Dear Mr. Maashoff & Mr. Stewart:
Cumming Management Group, Inc. (“Cumming”) is pleased to submit this Proposal to provide Construction Management Services to City of Carlsbad (“City”) for the subject referenced project.
SCOPE OF CONSTRUCTION MANAGEMENT SERVICES
Cumming’s scope of services shall include the following tasks noted within Exhibit A:
1. Task 1.2 – Contract Administration/Management
2. Task 1.3 – Reports and Communications
3. Task 1.4 – Photo Documentation
4. Task 1.5 – Construction Progress Meetings
5. Task 1.6 – Shop Drawings and Submittal Reviews
6. Task 1.7 – Plans and Specifications Interpretation
7. Task 1.8 – Construction Inspection Services (Oversight)
8. Task 1.9 – Progress Payments
9. Task 1.10 – Contractor’s Claims and Change Orders
10. Task 2 – Project Closeout
PROPOSED NOT-TO-EXCEED FEE
Cumming’s proposed compensation structure is based on time and materials, as illustrated in the table below. From our experience, we have found that this compensation model traditionally provides our clients with the most flexibility, cost effectiveness, and the ability to expeditiously mobilize resources to address any immediate project needs.
PSA25-3654FAC; Exhibit "A"
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cumming-group.com
Cumming is pleased to present proposed team member classifications with the associated hourly rates, who are readily available to start immediately at the owner’s request to perform the scope of services outlined within this Proposal:
TASK CLASSIFICATION HOURLY
RATE
DURATION
(DAYS)
EST.
HOURS
PROPOSED
FEES
1.2-1.10 CONSTRUCTION MANAGER (FT) $175 325 2,600 $455,000 2 CONSTRUCTION MANAGER (FT) $175 42 336 $58,800
PROPOSED NOT-TO-EXCEED FOR BASIC SERVICES $513,800
ALLOWANCE FOR AS-NEEDED SUPPORT SERVICES $50,000
ALLOWANCE FOR REIMBURSABLE EXPENSES $20,000
TOTAL PROPOSED NOT-TO-EXCEED FEE $583,800
It is important to note that our hourly rates are aligned with our Fee Proposal that accompanied our Technical Proposal, which was submitted on 04/02/2024 in response to the City’s solicitation RFP24-2355FAC. Our proposed fees are based on the scope of services requested and project information, i.e. project duration, estimated construction value, etc. provided by the City during the procurement process. Cumming reserves the right to amend our fees should there be substantial changes to the scope of services, construction budget, project schedule, and/or project delivery method.
EXCLUSIONS + REIMBURSABLE EXPENSES
Cumming’s proposed fees are not inclusive of costs for on-site trailers, on-site office equipment, on-site lavatories, internet, reprographics, marketing, travel, and other any costs associated in the performance of the scope of services. Reimbursable expenses are to be billed at 0% markup and are inclusive of any expenses within the scope of work that are requested and authorized in advance and in writing by the City, prior to incurring the expense. Mileage beyond 50-miles of the project is subject to the current IRS rate.
Furthermore, any special or long-distance travel requested by the City that requires air fare, lodging, per diem, etc. would also fall under the reimbursable expenses category and shall be billed at cost with 0% markup.
IN CLOSING
Cumming supports several local municipalities and public agencies and therefore, recognizes your need for the highest quality services at economical cost. We are flexible, willing to work within this project’s budget to provide these services and would be happy to engage in a future discussion with you regarding our proposed fees.
Cumming is grateful for the opportunity to continue supporting the City on this project and we are fully committed to working with your team. Please feel free to contact me directly at (323) 855-4710 or by email at [email protected] should you have any questions regarding this Proposal.
Sincerely,
ANTHONY L. SANCHEZ
Executive Vice President
PSA25-3654FAC; Exhibit "A" (cont'd)
Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C Jan. 14, 2025
Item #5 Page 24 of 39
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d^<ϭ͘ϮŽŶƚƌĂĐƚĚŵŝŶŝƐƚƌĂƚŝŽŶͬDĂŶĂŐĞŵĞŶƚ
dŚĞĐŽŶƐƵůƚĂŶƚƐŚĂůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌĂƐƐŝƐƚŝŶŐƚŚĞŝƚLJΖƐ Ɖƌ ŽũĞĐƚŵĂŶĂŐĞƌǁŝƚŚĂůůĂƐƉĞĐƚƐŽĨ WƵďůŝĐ tŽƌŬƐ ĐŽŶƚƌĂĐƚ ĐŽŵƉůŝĂŶĐĞ͕ ĐŚĂŶŐĞͬĐůĂŝŵƐ ŶĞŐŽƚŝĂƚŝŽŶƐ ĂŶ Ě ƉƌŽĐĞƐƐŝŶŐ͕ ĐŽŶƚƌĂĐƚ ŝŶƚĞƌƉƌĞƚĂƚŝŽŶƐĂŶĚĞŶĨŽƌĐĞŵĞŶƚ͘dŚĞ ĐŽŶƐƵůƚĂŶƚƐŚĂůůŽǀĞƌƐĞĞ͕ ƉĞƌĨŽƌŵ͕ĂŶĚĐŽŽƌĚŝŶĂƚĞǁŽƌŬ ŝŶĐůƵĚĞĚŝŶƚŚŝƐƐĐŽƉĞŽĨƐĞƌǀŝĐĞƐ͕ĂƐĚŝƌĞĐƚĞĚďLJƚŚĞŝƚLJ͘dŚĞĐŽŶƐƵůƚĂŶƚƐŚĂůů͗ƉƌĞƉĂƌĞƌĞƉŽƌƚƐ͕ ůĞƚƚĞƌƐ ĂŶĚ ŵĞŵŽƌĂŶĚĂ͖ ĐŽŶĚƵĐƚ ƉƌŽũĞĐƚ ŵĞĞƚŝŶŐƐ͖ ƉƌĞƉĂƌĞ ŵĞĞƚŝŶŐ ĂŐĞŶĚĂƐ ĂŶĚ ŵŝŶƵƚĞƐ͕ ŵŽŶŝƚŽƌĂŶĚƚƌĂĐŬƚŚĞĞdžƉŝƌĂƚŝŽŶŽĨŝŶƐƵƌĂŶĐĞƌĞƋƵŝƌĞŵĞŶƚƐĂŶĚŽďƚĂŝŶƵƉĚĂƚĞĚĐĞƌƚŝĨŝĐĂƚĞƐĨƌŽŵ ƚŚĞŽŶƚƌĂĐƚŽƌ͖ĐŽŽƌĚŝŶĂƚĞƐƵďͲĐŽŶƐƵůƚĂŶƚƚĞƐƚŝŶŐĂŶĚƐƉĞĐŝĂůƚLJƐĞƌǀŝĐĞƐ͖ƌĞǀŝĞǁĚĂŝůLJŝŶƐƉĞĐƚŝŽŶ ŶŽƚĞƐĂŶĚŝĚĞŶƚŝĨLJĂŶĚƌĞƉŽƌƚŶŽŶĐŽŶĨŽƌŵŝŶŐŝƚĞŵƐ͖ŶŽƚŝĨLJƚŚĞ ŝƚLJŽĨƐŝŐŶŝĨŝĐĂŶƚƉƌŽďůĞŵƐĂŶĚ ĚŝƐĐƌĞƉĂŶĐŝĞƐ͖ĂƐƐŝƐƚƚŚĞŝƚLJǁŝƚŚŝŶƚĞƌƉƌĞƚŝŶŐĚƌĂǁŝŶŐƐ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶƐĂŶĚƌĞĨĞƌĞŶĐĞƐƚĂŶĚĂƌĚƐ͖ ŵŽŶŝƚŽƌ ĐŽŶƐƚƌƵĐƚŝŽŶ ĂĐƚŝǀŝƚŝĞƐ ĂŶĚ ƐĐŚĞĚƵůĞƐ͖ ĂƐƐŝƐƚ ƚŚĞ ŝƚLJ ǁŝƚŚ ƌĞƐŽůǀŝŶŐ ĐŽŶƐƚƌƵĐƚĂďŝůŝƚLJ ƉƌŽďůĞŵƐ͖ĐŽŽƌĚŝŶĂƚĞĐŽŶŶĞĐƚŝŽŶƐĂŶĚŽƉĞƌĂƚŝŽŶƐ͖ƉĞƌĨŽƌŵƋƵĂůŝƚLJĂƐƐƵƌĂŶĐĞŝŶƐƉĞĐƚŝŽŶƐ͕ƌĞǀŝĞǁ ĂŶĚŶĞŐŽƚŝĂƚĞĐŚĂŶŐĞŽƌĚĞƌƐ͕ƌĞǀŝĞǁĂŶĚŶŽƚŝĨLJƚŚĞŽŶƚƌĂĐƚŽƌŽĨƚĞƐƚƌĞƐƵůƚƐ͖ŝŶǀĞƐƚŝŐĂƚĞĐůĂŝŵƐ͖ ƌĞǀŝĞǁƚŚĞŽŶƚƌĂĐƚŽƌƐZĞĐŽƌĚƌĂǁŝŶŐƐƉĞƌŝŽĚŝĐĂůůLJĂŶĚĐŽŶĐƵƌƌĞŶƚůLJǁŝƚŚŽŶƚƌĂĐƚŽƌ͛ƐŵŽŶƚŚůLJ ƉƌŽŐƌĞƐƐƐĐŚĞĚƵůĞƵƉĚĂƚĞƐĂŶĚŵŽŶƚŚůLJƉĂLJŵĞŶƚĂƉƉůŝĐĂƚŝŽŶƐ͖ĂŶĚ ƉƌĞƉĂƌĞƉƌŽũĞĐƚƉƵŶĐŚůŝƐƚƐ͕ ĞƚĐ͘
d^<ϭ͘ϯZĞƉŽƌƚƐĂŶĚŽŵŵƵŶŝĐĂƚŝŽŶƐ
ůůƌĞůĞǀĂŶƚƉƌŽũĞĐƚĐŽŵŵƵŶŝĐĂƚŝŽŶƐƐŚĂůůďĞĚŽĐƵŵĞŶƚĞĚĂŶĚƉƌŽŵƉƚůLJĚŝƐƚƌŝďƵƚĞĚƚŽƚŚĞŝƚLJ ĂŶĚĂƉƉůŝĐĂďůĞƉĂƌƚŝĞƐ͘ůůŽƌŝŐŝŶĂůƉƌŽũĞĐƚĚŽĐƵŵĞŶƚƐĂŶĚĨŝŶĂůƉƌŽũĞĐƚƌĞƉŽƌƚƐƐŚĂůůďĞ ĨƵƌŶŝƐŚĞĚƚŽƚŚĞŝƚLJǁŝƚŚŝŶϲϬĚĂLJƐĨŽůůŽǁŝŶŐƚŚĞŝƚLJΖƐĚĞƚĞƌŵŝŶĂƚŝŽŶŽĨ^ƵďƐƚĂŶƚŝĂů ŽŵƉůĞƚŝŽŶ͘
DĂŝŶƚĂŝŶ ĨŝĞůĚ ŵĞŵŽƌĂŶĚĂ͕ ƚƌĂŶƐŵŝƚƚĂůƐ͕ ƵƉĚĂƚĞĚ ƐĐŚĞĚƵůĞƐ͕ ůŽŐƐ ŽĨ ƐŚŽƉ ĚƌĂǁŝŶŐƐ ĂŶĚ ŽƚŚĞƌ ƐƵďŵŝƚƚĂůƐ͕ůŽŐƐŽĨƌĞƋƵĞƐƚƐĨŽƌŝŶĨŽƌŵĂƚŝŽŶ͕ĐŚĂŶŐĞŽƌĚĞƌƐ͕ƉƌŽŐƌĞƐƐƉĂLJŵĞŶƚƌĞƋƵĞƐƚƐ͕ƉƌŽŐƌĞƐƐ ŵĞĞƚŝŶŐ ƌĞƉŽƌƚƐ͕ ĚĂŝůLJ ŝŶƐƉĞĐƚŝŽŶ ƌĞƉŽƌƚƐ͕ ĚĂƚĞƐ ŽĨ ƵƚŝůŝƚLJ ƐĞƌǀŝĐĞ ŝŶƚĞƌƌƵƉƚŝŽŶƐ͕ ĂŶĚ Ăůů ŽƚŚĞƌ ƉƌŽũĞĐƚĐŽƌƌĞƐƉŽŶĚĞŶĐĞ͘
DŽŶƚŚůLJƉƌŽŐƌĞƐƐƌĞƉŽƌƚƐƐŚĂůůďĞƉƌĞƉĂƌĞĚĂŶĚƐƵďŵŝƚƚĞĚƚŽƚŚĞŝƚLJΖƐWƌŽũĞĐƚDĂŶĂŐĞƌĂŶĚƐŚĂůů ŝŶĐůƵĚĞƚŚĞĨŽůůŽǁŝŶŐĞůĞŵĞŶƚƐ͗
ĂͿ ^ƵŵŵĂƌLJ ŽĨ ƚŚĞ ƉƌŝŽƌ ŵŽŶƚŚΖƐ ŵĂŝŶ ĂĐĐŽŵƉůŝƐŚŵĞŶƚƐ ĂŶĚ ĐƵƌƌĞŶ ƚ ĐŽŶƐƚƌƵĐƚŝŽŶ ĂĐƚŝǀŝƚŝĞƐ͘
ďͿ KǀĞƌĂůů͕ŽŶƚƌĂĐƚŽƌĐŽŶĨŽƌŵĂŶĐ ĞƚŽĐŽŶƚƌĂĐƚƐĐŚĞĚƵůĞĂŶĚƋƵĂůŝƚLJƌĞƋƵŝƌĞŵĞŶƚƐ͘ ĐͿ /ĚĞŶƚŝĨŝĐĂƚŝŽŶ ŽĨ ŬĞLJ ƉƌŽďůĞŵƐ͕ ĂĐƚŝŽŶ ŝƚĞŵƐ͕ ĂŶĚ ŝƐƐƵĞƐ ĂŶĚ ƌĞĐŽŵŵĞŶĚĂƚŝŽŶƐ ĨŽƌ ƐŽůƵƚŝŽŶƐ͘
PSA25-3654FAC; Exhibit "A" (cont'd)
Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C Jan. 14, 2025
Item #5 Page 25 of 39
ĚͿ ^ƵŵŵĂƌLJ ŽĨ ƉƌŽŐƌĞƐƐ ƉĂLJŵĞŶƚƐ͕ ƉƌŽƉŽƐĂů ĂŶĚ ĨŝŶĂů ĐŚĂŶŐĞ ŽƌĚĞƌƐ͕ ĚŝƐƉƵƚĞƐ͕ ƐƵďŵŝƚƚĂůƐ͕Z&ůƐ͕ĂŶĚEŽƚŝĐĞƐŽĨEŽŶĐŽŵƉůŝĂŶĐĞ͘
ĞͿ WŚŽƚŽŐƌĂƉŚƐŽĨƌĞƉƌĞƐĞŶƚĂƚŝǀĞ ƉƌŽũĞĐƚĂĐƚŝǀŝƚŝĞƐƉƌŝŶƚĞĚĂŶĚĞůĞĐƚƌŽŶŝĐĂůůLJƐƚŽƌĞĚ͘
d^<ϭ͘ϰWŚŽƚŽŽĐƵŵĞŶƚĂƚŝŽŶ
ZĞǀŝĞǁƚŚĞŽŶƚƌĂĐƚŽƌΖƐǀŝĚĞŽƚĂƉĞŽĨƉƌĞĐŽŶƐƚƌƵĐƚŝŽŶƐŝƚĞĐŽŶĚŝ ƚŝŽŶƐƉƌŝŽƌƚŽĂŶLJĐŽŶƐƚƌƵĐƚŝŽŶ ŽƉĞƌĂƚŝŽŶƚŽĐŽŶĨŝƌŵĞdžŝƐƚŝŶŐĐŽŶĚŝƚŝŽŶƐǁŝƚŚŝŶƚŚĞůŝŵŝƚƐŽĨǁŽƌŬ͕ĂĚũĂĐĞŶƚĂƌĞĂƐ͕ĂŶĚĂůŽŶŐŚĂƵů ƌŽĂĚƐ ƚŽ ĚŽĐƵŵĞŶƚ ĂŶĚ ĐůĞĂƌůLJ ĚĞƉŝĐƚ ƉƌĞͲĞdžŝƐƚŝŶŐ ĐŽŶĚŝƚŝŽŶƐ͘ WƌĞƉĂƌĞ ĂĚĚŝƚŝŽŶĂů ǀŝĚĞŽƚĂƉĞ ĂŶĚͬŽƌ ƉŚŽƚŽŐƌĂƉŚƐ ƚŽ ĚŽĐƵŵĞŶƚ ƐŝƚĞ ĐŽŶĚŝƚŝŽŶƐ ĂƐ ƌĞƋƵŝƌĞĚ ƚŽ ƐƵƉƉůĞŵĞŶƚ ƚŚĞ ŽŶƚƌĂĐƚŽƌ͛Ɛ ǀŝĚĞŽƚĂƉĞ͘
dĂŬĞĂŶĚƐŚĂƌĞĐŽŶƐƚƌƵĐƚŝŽŶĚŽĐƵ ŵĞŶƚĂƚŝŽŶƉŚŽƚŽŐƌĂƉŚƐŽŶĂƌĞŐƵůĂƌďĂƐŝƐ͘DĂŝŶƚĂŝŶĂĚŝŐŝƚĂů ƉŚŽƚŽŐƌĂƉŚŝĐ ůŝďƌĂƌLJ ŽĨ Ăůů ƐŝŐŶŝĨŝĐĂŶƚ ĐŽŶƐƚƌƵĐƚŝŽŶ ĂĐƚŝǀŝƚŝĞƐ ĂǀĂŝůĂďůĞ ĨŽƌ ƌĞǀŝĞǁ ŽŶ Ăƚ ůĞĂƐƚ Ă ǁĞĞŬůLJďĂƐŝƐǀŝĂƉƌŽũĞĐƚŵĂŶĂŐĞŵĞŶƚƐŽĨƚǁĂƌĞ͘WƌŽǀŝĚĞƵŶŝƋƵĞĨŝ ůĞŶĂŵĞƐĨŽƌƉŚŽƚŽƐǁŝƚŚĚĂƚĞ ĂŶĚ ůŽĐĂƚŝŽŶ ŝŶĨŽƌŵĂƚŝŽŶ ŝŶĐůƵĚĞĚ͘ dĂŬĞ ĂĚĚŝƚŝŽŶĂů ƉŚŽƚŽŐƌĂƉŚƐ ƚŽ ĚŽĐƵŵĞŶƚ ĚŝĨĨĞƌŝŶŐ ƐŝƚĞ ĐŽŶĚŝƚŝŽŶƐ͕ĐŚĂŶŐĞŽƌĚĞƌĂŶĚĐůĂŝŵŝƚĞŵƐ͕ĂŶĚĂŶLJƐƉĞĐŝĂůŽƌƵŶŝƋƵĞĐŽŶĚŝƚŝŽŶƐĂƐƚŚĞLJĂƌŝƐĞ͘
/ŶĐŽƌƉŽƌĂƚĞŶĞǁƐŽĨƚǁĂƌĞĐĂƉĂďŝůŝƚŝĞƐ;ůƵĞĞĂŵ͕ĞƚĐ͘ͿƚŚĂƚĂůůŽǁƉŚŽƚŽŐƌĂƉŚƐƚĂŬĞŶŝŶƚŚĞĨŝĞůĚ ƚŽďĞůŝŶŬĞĚƚŽĂW&ŽĨƚŚĞƐŝƚĞƉůĂŶͬĚƌĂǁŝŶŐͬĚĞƚĂŝůŽĨƚŚĞƉŚ ŽƚŽŐƌĂƉŚĞĚůŽĐĂƚŝŽŶ͘ƌĞƉŽƌƚŽĨ ƚŚĞƐĞƉŚŽƚŽƐůŝŶŬĞĚƚŽƚŚĞŝƌůŽĐĂƚŝŽŶŝƐƚŽďĞƉƌŽǀŝĚĞĚǁĞĞŬůLJ͘ WŚŽƚŽƐƐŚĂůůďĞƵƉůŽĂĚĞĚƚŽƚŚĞ ĂƉƉƌŽǀĞĚƉƌŽũĞĐƚĚŽĐƵŵĞŶƚŵĂŶĂŐĞŵĞŶƚƐŝƚĞƌĞŐƵůĂƌůLJ͘
d^<ϭ͘ϱŽŶƐƚƌƵĐƚŝŽŶWƌŽŐƌĞƐƐDĞĞƚŝŶŐƐ
^ĐŚĞĚƵůĞĂŶĚĐŽŶĚƵĐƚǁĞĞŬůLJĐŽŶƐƚƌƵĐƚŝŽŶƉƌŽŐƌĞƐƐŵĞĞƚŝŶŐƐǁŝƚŚ ƚŚĞŽŶƚƌĂĐƚŽƌĂŶĚƚŚĞŝƚLJ͘ WƌŽǀŝĚĞ ŵĞĞƚŝŶŐ ĂŐĞŶĚĂƐ ĂŶĚ ĚŝƐĐ ƵƐƐ ƚŚĞ ƐĐŚĞĚƵůĞ͕ ŶĞĂƌͲƚĞƌŵ ĂĐƚ ŝǀŝƚŝĞƐ͕ ĐůĂƌŝĨŝĐĂƚŝŽŶƐ ĂŶĚ ƉƌŽďůĞŵƐǁŚŝĐŚŶĞĞĚƌĞƐŽůƵƚŝŽŶ͕ĐŽŽƌĚŝŶĂƚŝŽŶǁŝƚŚŽƚŚĞƌŽŶƚƌĂĐ ƚŽƌƐ͘ƐƚĂƚƵƐŽĨĐŚĂŶŐĞŽƌĚĞƌƐ͕ ƐĂĨĞƚLJ ŝƐƐƵĞƐ͕ ĞƚĐ͘ WƌĞƉĂƌĞ ŵŝŶƵƚĞƐ ŽĨ ƚŚĞ ŵĞĞƚŝŶŐƐ ǁŝƚŚ ŝĚĞŶƚŝĨ ŝ Ğ Ě Ă Đ ƚ ŝ Ž Ŷ ŝ ƚ Ğ ŵ Ɛ ͘ W ƌ Ğ Ɖ Ă ƌ Ğ Ă Ŷ Ě ĚŝƐƚƌŝďƵƚĞƚŚĞŵŝŶƵƚĞƐƚŽƚŚĞĂƚƚĞŶĚĞĞƐǁŝƚŚŝŶƚǁŽǁŽƌŬŝŶŐĚĂLJƐ͘/ŶĐůƵĚĞŵŝŶƵƚĞƐŝŶƚŚĞŵŽŶƚŚůLJ ƉƌŽŐƌĞƐƐƌĞƉŽƌƚƐ͘
d^<ϭ͘ϲ^ŚŽƉƌĂǁŝŶŐƐĂŶĚ^ƵďŵŝƚƚĂůZĞǀŝĞǁƐ
^ƵďŵŝƚƚĂů ƌĞǀŝĞǁ ĂŶĚ ĂƉƉƌŽǀĂů ĂƌĞ ƚŚĞ ƌĞƐƉŽŶƐŝďŝůŝƚLJ ŽĨ ƚŚĞ ĂƌĐŚŝƚĞĐƚ ĂŶĚ ƚŚĞ ŝƚLJΖƐ WƌŽũĞĐƚ DĂŶĂŐĞƌ͘ dŚĞ ĐŽŶƐƵůƚĂŶƚ ƐŚĂůů ďĞ ƌĞƐƉŽŶƐŝďůĞ ĨŽƌ ƉƌŽĐĞƐƐŝŶŐ ĂŶĚ ŵŽŶŝƚŽƌŝŶŐ ƚŚĞ ƐƚĂƚƵƐ ŽĨ Ăůů ƐƵďŵŝƚƚĂůƐ͘
dŚĞ ĐŽŶƐƵůƚĂŶƚ ƐŚĂůů ƉƌŽǀŝĚĞ ĐƵƌƐŽƌLJ ƌĞǀŝĞǁ ŽĨ ƚŚĞ ŽŶƚƌĂĐƚŽƌΖƐ Ɛ Ƶ ď ŵ ŝ ƚ ƚ Ă ů Ɛ Ĩ Ž ƌ Ő Ğ Ŷ Ğ ƌ Ă ů ĐŽŶĨŽƌŵĂŶĐĞǁŝƚŚƚŚĞĐŽŶƚƌĂĐƚĚŽĐƵŵĞŶƚƌĞƋƵŝƌĞŵĞŶƚƐƉƌŝŽƌƚŽƐĞ ŶĚŝŶŐƚŚĞƐƵďŵŝƚƚĂůƐƚŽƚŚĞ ĂƌĐŚŝƚĞĐƚĂŶĚŝƚLJWƌŽũĞĐƚDĂŶĂŐĞƌ͘^ƵďŵŝƚƚĂůƐŽĨĂŐĞŶĞƌĂůŶĂƚƵƌĞ;'ĞŶĞƌĂůWƌŽǀŝƐŝŽŶƐΘŝǀŝƐŝŽŶ ϭZĞƋƵŝƌĞŵĞŶƚƐͿĂƌĞƚŽďĞƌĞǀŝĞǁĞĚĂŶĚƉƌŽĐĞƐƐĞĚďLJƚŚĞĐŽŶƐƵůƚĂŶƚ͘ZĞǀŝĞǁŽĨƚŚĞŽŶƚƌĂĐƚŽƌΖƐ ĐŽŶƐƚƌƵĐƚŝŽŶƐĐŚĞĚƵůĞĂŶĚŵŽŶƚŚůLJƵƉĚĂƚĞƐƐŚĂůůďĞƚŚĞƐŽůĞƌĞƐƉŽŶƐŝďŝůŝƚLJŽĨƚŚĞĐŽŶƐƵůƚĂŶƚǁŝƚŚ ŝŶƉƵƚƉƌŽǀŝĚĞĚĨƌŽŵƚŚĞĂƌĐŚŝƚĞĐƚĂŶĚŝƚLJ͘
ŽŶƐƵůƚĂŶƚǁŝůůůŽŐ͕ƚƌĂĐŬ͕ĂŶĚŵŽŶŝƚŽƌƚŚĞƌĞǀŝĞǁŽĨƐŚŽƉĚƌĂǁ ŝŶŐƐ͕ĐĂůĐƵůĂƚŝŽŶƐ͕ĚĂƚĂƐĂŵƉůĞƐ͕ ƐƵďŵŝƚƚĂůƐ͕ǁĂƌƌĂŶƚŝĞƐĂŶĚŵĂŶƵĂůƐĨƌŽŵƚŚĞŽŶƚƌĂĐƚŽƌ͘^ŚŽƉĚƌĂǁŝŶŐƐĂŶĚƐƵďŵŝƚƚĂůƐǁŚŝĐŚĚŽ ŶŽƚ ƐĂƚŝƐĨLJ ƚŚĞ ƉƌŽũĞĐƚ ĐƌŝƚĞƌŝŽŶ ƐŚĂůů ďĞ ƌĞƚƵƌŶĞĚ ƚŽ ƚŚĞ ŽŶƚ ƌ Ă Đ ƚ Ž ƌ ǁ ŝ ƚ Ś Đ Ž ŵ ŵ Ğ Ŷ ƚ Ɛ Ĩ Ž ƌ PSA25-3654FAC; Exhibit "A" (cont'd)
Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C Jan. 14, 2025
Item #5 Page 26 of 39
ĐŽƌƌĞĐƚŝŽŶƐĂŶĚƌĞƐƵďŵŝƚƚĂů͘
džĐĞƉƚŝŽŶƌĞƉŽƌƚƐ͕ƚŚĂƚŝĚĞŶƚŝĨLJŽƵƚƐƚĂŶĚŝŶŐƐƵďŵŝƚƚĂůƐŽƌƌĞǀŝĞǁƐ ŶĞĞĚĞĚ͕ ƐŚĂůů ďĞ ƉƌĞƉĂƌĞĚ ƉĞƌŝŽĚŝĐĂůůLJ ďLJ ƚŚĞ ĐŽŶƐƵůƚĂŶƚ͘ WƌĞůŝŵŝŶĂƌLJ ůŝƐƚƐ ŽĨ ŝŶŝƚŝĂů ƐƵďŵŝƚƚĂů ƌĞƋƵŝƌĞŵĞŶƚƐ ƐŚĂůů ďĞ ƉƌĞƉĂƌĞĚ ďLJ ƚŚĞ ĐŽŶƐƵůƚĂŶƚ ĂŶĚ ŝƐƐƵĞĚ ĂƚƚŚĞ ŝŶŝƚŝĂů ƉƌŽũĞĐƚ ƉƌŽŐƌĞƐƐ ŵĞĞƚŝŶŐƐ͘
d^<ϭ͘ϳWůĂŶƐĂŶĚ^ƉĞĐŝĨŝĐĂƚŝŽŶƐ/ŶƚĞƌƉƌĞƚĂƚŝŽŶ
dŚĞĐŽŶƐƵůƚĂŶƚƐŚĂůůƌĞǀŝĞǁĂŶĚƌĞƐƉŽŶĚƚŽŽŶƚƌĂĐƚŽƌZ&ůƐŝĨŽĨĂŐĞŶĞƌĂůŶĂƚƵƌĞ͘dĞĐŚŶŝĐĂůZ&/Ɛ ƐŚĂůůďĞƐƵďŵŝƚƚĞĚƚŽƚŚĞĂƌĐŚŝƚĞĐƚĂŶĚŝƚLJĨŽƌƌĞƐƉŽŶƐĞ͘dŚĞ ĐŽŶƐƵůƚĂŶƚƐŚĂůůŵĂŝŶƚĂŝŶĂůŽŐŽĨ Z&ůƐĂŶĚƉƌŽǀŝĚĞǁƌŝƚƚĞŶĐůĂƌŝĨŝĐĂƚŝŽŶƚŽƚŚĞŽŶƚƌĂĐƚŽƌŝŶĂƚŝŵĞůLJŵĂŶŶĞƌ͘ZĞƐƉŽŶƐĞƐƚŽƌĞƋƵĞƐƚƐ ĨŽƌĐŚĂŶŐĞƐƚŽƚŚĞĚĞƐŝŐŶƌĞƋƵŝƌĞƉƌŝŽƌĂƉƉƌŽǀĂůĨƌŽŵƚŚĞĂƌĐŚŝƚĞĐƚĂŶĚŝƚLJΖƐWƌŽũĞĐƚDĂŶĂŐĞƌ͘
KďƚĂŝŶ ĂŶĚ ŵĂŝŶƚĂŝŶ ƐƉĞĐŝĨŝĐĂƚŝŽŶ ƌĞĨĞƌĞŶĐĞĚ ƐƚĂŶĚĂƌĚƐ ŝŶĐůƵĚŝŶ Ő ůŽĐĂů ĂŶĚ ƌĞŐŝŽŶĂů ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ ĐŽĚĞƐ͕ ƐƚĂŶĚĂƌĚƐ͕ ƉƵďůŝĐĂƚŝŽŶƐ͕ ƌĞŐƵůĂƚŝŽŶƐ͕ ĂƉƉůŝĐĂďůĞ ƉĞƌŵŝƚƚŝŶŐ ĐƌŝƚĞƌŝĂ ĨƌŽŵ ůŽĐĂů͕ƐƚĂƚĞ͕ĂŶĚĨĞĚĞƌĂůĂŐĞŶĐŝĞƐ͕ƐƚĂŶĚĂƌĚĚƌĂǁŝŶŐƐĂŶĚƐƉĞĐŝĨŝĐĂƚŝŽŶƐŽĨƚŚĞůŽĐĂůĂŐĞŶĐŝĞƐ͕ĂŶĚ ƌĞůĂƚĞĚ ĚŽĐƵŵĞŶƚƐ͕ ĂƐ ƌĞĨĞƌĞŶĐĞĚ ŝŶ ƚŚĞ ĐŽŶƚƌĂĐƚ ĚŽĐƵŵĞŶƚƐ ĂŶĚĂƐ ƌĞƋƵŝƌĞĚ ƚŽ ƉĞƌĨŽƌŵ ƚŚĞ ǁŽƌŬ͘
d^<ϭ͘ϴŽŶƐƚƌƵĐƚŝŽŶ/ŶƐƉĞĐƚŝŽŶ^ĞƌǀŝĐĞƐ
ŽŶƐƵůƚĂŶƚǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞŽǀĞƌĂůůƋƵĂůŝƚLJĂƐƐƵƌĂŶĐĞŽĨƚŚĞƉƌŽũĞĐƚĂŶĚǁŽƌŬǁŝƚŚŝƚLJ ƐƚĂĨĨƌĞƐƉŽŶƐŝďůĞĨŽƌĐŽĚĞĐŽŵƉůŝĂŶĐĞ͘WƌŽǀŝĚĞĨƵůůƚŝŵĞŝŶƐƉĞĐƚŝŽŶƚŽĞŶƐƵƌĞƚŚĂƚƚŚĞŽŶƚƌĂĐƚŽƌΖƐ ǁŽƌŬŝƐĐŽŵƉůŝĂŶƚǁŝƚŚƚŚĞƉƌŽũĞĐƚĐƌŝƚĞƌŝŽŶ͘WƌĞƉĂƌĞĚĂŝůLJƌĞƉ ŽƌƚƐŽĨƚŚĞĐŽŶƐƚƌƵĐƚŝŽŶĂĐƚŝǀŝƚŝĞƐ ŝŶĐůƵĚŝŶŐ ǁĞĂƚŚĞƌ ĐŽŶĚŝƚŝŽŶƐ͕ ŽŶƚƌĂĐƚŽƌΖƐ ĞƋƵŝƉŵĞŶƚ ĂŶĚ ŵĂŶƉŽǁ Ğƌ͕ ǁŽƌŬ ƉĞƌĨŽƌŵĞĚ͕ ŵĂƚĞƌŝĂůƐƵƐĞĚ͕ƐŝƚĞǀŝƐŝƚŽƌƐ͕ĚĞůĂLJƐŝŶǁŽƌŬĂŶĚƌĞĂƐŽŶƐĨŽƌƚŚĞĚĞůĂLJƐ͕ĂŶĚĚĞĨŝĐŝĞŶĐŝĞƐ͘WƌĞƉĂƌĞ ĚĂŝůLJ ƌĞƉŽƌƚƐ ŽĨ ĚĞǀŝĂƚŝŽŶƐ ĂŶĚ ŶŽŶͲĐŽŶĨŽƌŵĂŶĐĞ ƚŽ ƉƌŽũĞĐƚ Đƌŝƚ ĞƌŝŽŶ ĂŶĚ ƉƌŽǀŝĚĞ Ă ƚŝŵĞůLJ ƌĞƐƉŽŶƐĞ͘
Ž Ž ƌ Ě ŝ Ŷ Ă ƚ Ğ Ă Ŷ Ě Ɛ Ƶ Ɖ Ğ ƌ ǀ ŝ Ɛ ĞĐ ŝ ƚ LJ Đ Ž Ŷ ƚ ƌ Ă Đ ƚ Ğ ĚƐ Ɖ Ğ Đ ŝ Ă ů ŝ Ŷ Ɛ Ɖ Ğ Đ ƚ ŝ Ž Ŷ Ɛ Ă Ɛ ƌĞƋƵŝƌĞĚ ĂŶĚ ĚŝƐĐƵƐƐ ǁŝƚŚƚŚĞ ŽŶƚƌĂĐƚŽƌĂƉƉƌŽƉƌŝĂƚĞƌĞǀŝƐŝŽŶƐƚŽƚŚĞŵĞƚŚŽĚƐĂŶĚƉƌŽĐĞĚƵƌĞƐ ƵƐĞĚŝŶƉĞƌĨŽƌŵŝŶŐƚŚĞǁŽƌŬ͘ dŚĞƐƉĞĐŝĂůŝŶƐƉĞĐƚŽƌƐŵĂLJŶŽƚĂƵƚŚŽƌŝnjĞĞdžƚƌĂǁŽƌŬŽƌĂƉƉƌŽǀĞ ŽĨǁŽƌŬƚŚĂƚĚĞǀŝĂƚĞƐĨƌŽŵƚŚĞ ƉƌŽũĞĐƚĐƌŝƚĞƌŝŽŶ͘
ŽŶƐƵůƚĂŶƚǁŝůůŝŶƐƉĞĐƚŵĂƚĞƌŝĂůƐĂƐƚŚĞLJĂƌƌŝǀĞŽŶƐŝƚĞĂŶĚǀĞƌŝĨLJƚŚĂƚĂůůŵĂƚĞƌŝĂůƐĂŶĚĞƋƵŝƉŵĞŶƚ ŵĞĞƚƉƌŽũĞĐƚĐƌŝƚĞƌŝĂƌĞƋƵŝƌĞŵĞŶƚƐĂŶĚĂƌĞƉƌŽƉĞƌůLJƐƚŽƌĞĚ͘dŚĞ ĐŽŶƐƵůƚĂŶƚǁŝůůŝŶƐƉĞĐƚƚŚĞƐŝƚĞ ĚĂŝůLJ͕ ŝŶĐůƵĚŝŶŐ ĂŶLJ ƐŝƚĞ DW ŵĞĂƐƵƌĞƐ͕ ŵĂŶĂŐĞ ƐƉĞĐŝĂů ŝŶƐƉĞĐƚŽƌƐ͕ ĂŶĚ ĐŽŽƌĚŝŶĂƚĞ ǁŝƚŚ ĂŶLJ ŐĞŽƚĞĐŚŶŝĐĂůĂŶĚŵĂƚĞƌŝĂůƚĞƐƚŝŶŐĐŽŶƐƵůƚĂŶƚƐĂŶĚďĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞŽǀĞƌĂůůƋƵĂůŝƚLJĂƐƐƵƌĂŶĐĞ ŽĨƚŚĞƉƌŽũĞĐƚ͘
d^<ϭ͘ϵWƌŽŐƌĞƐƐWĂLJŵĞŶƚƐ
ZĞǀŝĞǁƉƌŽũĞĐƚͲƌĞůĂƚĞĚŝŶǀŽŝĐĞƐĂŶĚƉƌŽŐƌĞƐƐƉĂLJŵĞŶƚƐ͘^ƵďŵŝƚĂ ůůŝŶǀŽŝĐĞƐƚŽƚŚĞŝƚLJΖƐWƌŽũĞĐƚ DĂŶĂŐĞƌǁŝƚŚĂƌĞĐŽŵŵĞŶĚĂƚŝŽŶƐƚĂƚŝŶŐƚŚĞƉƌŽƉĞƌĂŵŽƵŶƚĨŽƌƉĂLJ ŵĞŶƚ͘hƐĞƚŚĞ^ĐŚĞĚƵůĞŽĨ sĂůƵĞƐ ĂŶĚ ĂĐƚƵĂů ƋƵĂŶƚŝƚŝĞƐ ĨŽƌ ƉĂLJŵĞŶƚ ƌĞƋƵĞƐƚ ƌĞǀŝĞǁƐ͘ dŚĞ ŝƚLJ ǁŝůů ƉƌŽǀŝĚĞ Ă ĨŽƌŵĂƚ ĨŽƌ ŵŽŶƚŚůLJƉƌŽŐƌĞƐƐƉĂLJŵĞŶƚƐďĂƐĞĚŽŶƚŚĞŝĚ^ĐŚĞĚƵůĞŝŶƚŚĞĐŽŶƚƌĂĐƚ͘
PSA25-3654FAC; Exhibit "A" (cont'd)
Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C Jan. 14, 2025
Item #5 Page 27 of 39
d^<ϭ͘ϭϬŽŶƚƌĂĐƚŽƌΖƐůĂŝŵƐĂŶĚŚĂŶŐĞKƌĚĞƌƐ
/Ŷ ĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚ ƚŚĞ ŝƚLJΖƐ ^ƚĂŶĚĂƌĚ WƵďůŝĐ tŽƌŬƐ ŽŶƚƌĂĐƚ ĂŶĚ ^ƵƉƉůĞŵĞŶƚĂů WƌŽǀŝƐŝŽŶƐ͕ ŝĚĞŶƚŝĨLJ͕ƉƌĞƉĂƌĞ͕ůŽŐ͕ĂŶĚŵŽŶŝƚŽƌĂůůŽŶƚƌĂĐƚŽƌŽƌŝƚLJŝŶŝƚ ŝĂƚĞĚĐůĂŝŵƐ͕ĐŚĂŶŐĞƐ͕ĞdžƚƌĂǁŽƌŬ͕ ĂŶĚ ĐŚĂŶŐĞŽƌĚĞƌƐ͘ ƐƐŝƐƚ ƚŚĞ ŝƚLJΖƐ WƌŽũĞĐƚ DĂŶĂŐĞƌďLJ ǁŽƌŬŝŶŐ ƚŽ ŶĞŐŽƚŝĂƚĞ Ăůů ĐůĂŝŵƐƚŽ ĂŶ ĂŐƌĞĞĚŽŶƚƌĂĐƚŽƌͬŽŶƐƵůƚĂŶƚ ͬŝƚLJĐŽŶĐůƵƐŝŽŶ͘^ƵďŵŝƚƌĞƐƵůƚĂŶƚ Đ ŚĂŶŐĞ Žƌ ĚĞƌƐ ƚŽ ƚŚĞ ŝƚLJ ĨŽ ƌ ĂƉƉƌŽǀĂů͘ WƌĞƉĂƌĞ Ă ƌĞƉŽƌƚ ƉƌŽǀŝĚŝŶŐ ƐƚĂƚĞŵĞŶƚ ŽĨ ĐůĂŝŵ͕ ĞdžƚƌĂǁŽƌŬ͕ Žƌ ĐŚĂŶŐĞ͖ ďĂĐŬŐƌŽƵŶĚ ůĞĂĚŝŶŐƚŽŝƐƐƵĞ͖ƌĞƐŽůƵƚŝŽŶĂůƚĞƌŶĂƚŝǀĞƐ͖ĂŶĚƌĞƐŽůƵƚŝŽŶƌĞĐŽŵ ŵĞŶĚĂƚŝŽŶĨŽƌĂĐƚŝŽŶďLJƚŚĞŝƚLJ͘ WƌĞƉĂƌĞ ǁƌŝƚƚĞŶ ũƵƐƚŝĨŝĐĂƚŝŽŶ ĂŶĚ ŝŶĚĞƉĞŶĚĞŶƚ ĐŽƐƚ ĞƐƚŝŵĂƚĞƐ ĨŽ ƌ ĞĂĐŚ ĐŚĂŶŐĞ ŽƌĚĞƌ ĂĨƚĞƌ ŶĞŐŽƚŝĂƚŝŶŐĐŽƐƚƐǁŝƚŚƚŚĞŽŶƚƌĂĐƚŽƌ͘WƌĞƉĂƌĞĐůĂŝŵƐ͕ĞdžƚƌĂǁŽƌŬ͕ĂŶĚĐŚĂŶŐĞŽƌĚĞƌƐƚŚĂƚƌĞƋƵŝƌĞ ĚĞƐŝŐŶ ĐƌŝƚĞƌŝĂ ŵŽĚŝĨŝĐĂƚŝŽŶƐ Žƌ ĐůĂƌŝĨŝĐĂƚŝŽŶƐ͕ ŝŶĐůƵĚŝŶŐ ƌĞǀŝƐ ŝ Ž Ŷ Ɛ ƚ Ž ƚ Ś Ğ Ě ƌ Ă ǁ ŝ Ŷ Ő Ɛ ͕ Ě Ğ ƚ Ă ŝ ů Ɛ ͕ Ă Ŷ Ě ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͘
WƌŽǀŝĚĞƚŚĞůĞĂĚƌŽůĞĂŶĚƐƵƉƉŽƌƚƚŽƚŚĞŝƚLJŝŶƌĞƐŽůǀŝŶŐĐůĂŝ ŵƐĂŶĚĚŝƐƉƵƚĞƐ͘dŚŝƐƐŚĂůůŝŶĐůƵĚĞ ǁƌŝƚƚĞŶƌĞƐƉŽŶƐĞƐƚŽŽŶƚƌĂĐƚŽƌƐĂŶĚƉƌŝǀĂƚĞƉĂƌƚŝĞƐ͕ŐŝǀŝŶŐĚĞƉŽƐŝƚŝŽŶƐ͕ĂƐƐŝƐƚŝŶŐǁŝƚŚĂƌďŝƚƌĂƚŝŽŶ ĂŶĚůŝƚŝŐĂƚŝŽŶ͕ƐĞƌǀŝŶŐĂƐĂŶĞdžƉĞƌƚǁŝƚŶĞƐƐ͕ŝŶǀĞƐƚŝŐĂƚŝŶŐĐůĂŝŵƐĨŽƌĚĂŵĂŐĞƐďLJƉƌŝǀĂƚĞƐŽƵƌĐĞƐ͕ ĚĞƐŝŐŶƐĞƌǀŝĐĞƐĨŽƌƌĞƉůĂĐĞŵĞŶƚŽĨĚĂŵĂŐĞĚǁŽƌŬ͕ĂŶĚƐĞƌǀŝĐĞƐŵ ĂĚĞŶĞĐĞƐƐĂƌLJďLJŽŶƚƌĂĐƚŽƌ ĚĞĨĂƵůƚ͘
d^<Ϯ͗WƌŽũĞĐƚůŽƐĞŽƵƚ
WƌĞƉĂƌĞĚĞƚĂŝůĞĚƉƌŽũĞĐƚƉƵŶĐŚůŝƐƚƐĂƚĐůŽƐĞŽƵƚŽĨƚŚĞƉƌŽũĞĐƚ ͘hƉŽŶĐŽƌƌĞĐƚŝŽŶŽĨĚĞĨŝĐŝĞŶĐŝĞƐ͕ ƐĐŚĞĚƵůĞ͕ĐŽŽƌĚŝŶĂƚĞ͕ĂŶĚĐŽŶĚƵĐƚĂĨŝŶĂůǁĂůŬͲƚŚƌŽƵŐŚƉƌŝŽƌƚŽƚŚĞĂĐĐĞƉƚĂŶĐĞŽĨǁŽƌŬǁŝƚŚƚŚĞ ŝƚLJ͘sĞƌŝĨLJǁŽƌŬ͕ƚĞƐƚŝŶŐ͕ĐůĞĂŶƵƉĂŶĚĚĞŵŽďŝůŝnjĂƚŝŽŶŝƐĐŽŵƉů ĞƚĞ͘dǁŽǁŽƌŬŝŶŐĚĂLJƐĂĨƚĞƌĨŝŶĂů ǁĂůŬͲƚŚƌŽƵŐŚ͕ĐŚĞĐŬĂŶĚƐƵďŵŝƚĨŝŶĂůƉĂLJŵĞŶƚƌĞƋƵĞƐƚƐ͘ZĞǀŝĞǁĂŶĚĐĞƌƚŝĨLJƚŚĂƚƚŚĞŽŶƚƌĂĐƚŽƌΖƐ ƉƌŽũĞĐƚƌĞĐŽƌĚĚƌĂǁŝŶŐƐĂŶĚŽƉĞƌĂƚŝŽŶͬŵĂŝŶƚĞŶĂŶĐĞŵĂŶƵĂůƐĂƌĞĐŽŵƉůĞƚĞĂŶĚĂĐĐƵƌĂƚĞ͘
PSA25-3654FAC; Exhibit "A" (cont'd)
Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C Jan. 14, 2025
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