Pico Rivera City Council
September 27, 2022

RFP #091521

REQUEST FOR PROPOSALS
for
Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories
Proposal Due Date: September 15, 2021, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government unit and service cooperative, is requesting proposals for Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than September 15, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered.

Solicitation Schedule
Public Notice of RFP Published: July 28, 2021
Pre-proposal Conference: August 25, 2021, 10:00 a.m., Central Time Question Submission Deadline: September 8, 2021, 4:30 p.m., Central Time Proposal Due Date: September 15, 2021, 4:30 p.m., Central Time Late responses will not be considered.

Opening: September 15, 2021, 6:30 p.m., Central Time
See RFP Section V.G. “Opening”
ENCLOSURE 6
13f
Rev. 3/2021 Sourcewell RFP #091521
Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories

I. ABOUT SOURCEWELL
A. SOURCEWELL
Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell’s solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements, and results in cooperative purchasing solutions from which Sourcewell’s Participating Entities procure equipment, products, and services.

Cooperative purchasing provides participating entities and suppliers increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted suppliers’ potential pool of end users.

Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted.

B. USE OF RESULTING CONTRACTS
In the United States, Sourcewell’s contracts are available for use by:
• Federal and state government entities1;
• Cities, towns, and counties/parishes;
• Education service cooperatives;
• K-12 and higher education entities;
• Tribal government entities;
• Some nonprofit entities; and
• Other public entities.

In Canada, Sourcewell’s contracts are available for use by:
• Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; • Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly-funded academic, health, and social service entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton, Toronto, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities; 1 Pursuant to HAR §3-128-2, the State of Hawaii, Department of Accounting and General Services, State Procurement Office, on behalf of the State of Hawaii and participating jurisdictions, has provided notice of its Intent to Participate in the solicitation as a participating entity.

Rev. 3/2021 Sourcewell RFP #091521
Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories

• Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; • Members of the Rural Municipalities of Alberta (RMA) and their represented Associations: MASH (municipalities, academic institutions, schools and hospitals) and MUSH (municipalities, universities, schools and hospitals) sectors, and other governmental agencies eligible to use the Sourcewell contracts. MASH and MUSH sector refers to regional, local, district or other forms of municipal government, school boards, publicly-funded academic, health and social service entities, as well as any corporation or entity owned or controlled by one or more of the preceding entities, including but not limited to represented associations, Saskatchewan Association of Rural Municipalities ("SARM"), Association of Manitoba Municipalities ("AMM"), Local Authorities Services/Association of Municipalities Ontario ("LAS/AMO", excluding the cities of Toronto and Ottawa), Nova Scotia Federation of Municipalities (“NSFM”), Federation of Prince Edward Island Municipalities (“FPEIM”), Municipalities Newfoundland Labrador (“MNL”), Union of New Brunswick Municipalities (“UNBM”), North West Territories Association of Communities ("NWTAC") and their members.

RMA Participants may include all not-for-profit agencies for Canadian provinces and territories.

For a listing of current United States and Canadian Participating Entities visit Sourcewell’s website (note: there is a tab for each country): https://www.sourcewell-mn.gov/sourcewell-forvendors/agency-locator.

Participating Entities typically access contracted equipment, products, or services through a purchase order issued directly to the contracted supplier. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources.

To meet Participating Entities’ needs, Sourcewell broadly publishes public notice of all solicitation opportunities, including this RFP. In the United States each state-level procurement department receives notice for possible re-posting.

Proof of publication will be available at the conclusion of the solicitation process.

II. SOLICITATION DETAILS
A. SOLUTIONS-BASED SOLICITATION
This RFP and contract award process is a solutions-based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards.

Rev. 3/2021 Sourcewell RFP #091521
Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories

B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES
It is expected that proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative.

1. Sourcewell is seeking proposals for Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories, including, but not to be limited to:
a. Vehicles of the following types and classifications:
i. Automobiles: mini, subcompact, compact, coupe, sedan, and full-size; ii. Sport Utility Vehicles: cross-over, light duty, and heavy duty; iii. Vans: passenger and cargo;
iv. Trucks: light duty, half ton, three-quarter ton, and one ton; and v. Vehicles of the varieties described in subsections 1. a. i – iv. above, with upfitting designed for Public Safety applications, such as equipment, lighting, technology, and accessories.
b. A wide range of vehicles by: 1) engine type, to include conventional internal combustion, natural gas or propane autogas, hybrid or alternative fuel, and electric powered solutions; 2) seating or cargo configurations, drive train options, and trim levels; and, 3) optional equipment offerings.
c. Proposers may include related equipment, accessories, supplies, parts, and services to the extent that the solutions are an incidental portion of the response.

2. This solicitation does not include those equipment, products, or services covered under categories included in contracts currently maintained by Sourcewell:
a. Ambulance and Emergency Medical Transport Vehicles, with Related Equipment, Accessories, And Supplies (RFP #022118);
b. Firefighting Apparatus, with Related Equipment, Accessories, and Supplies (RFP #022818);
c. Class 4-8 Chassis with Related Equipment, Accessories, and Services (RFP #060920); d. School Buses with Related Accessories, Supplies, Parts, and Services (RFP #063020); and, e. Electric Vehicle Supply Equipment and Related Services (RFP #042221).

Generally, the solutions for Participating Entities are turn-key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment or products only solutions may be appropriate for situations where Participating Entities possess the ability, either in-house or through local thirdparty contractors, to properly install and bring to operation the equipment or products being proposed.

Rev. 3/2021 Sourcewell RFP #091521
Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories

Sourcewell prefers suppliers that provide a sole source of responsibility for the equipment, products, and services provided under a resulting contract If proposer is including the equipment, products, and services of its subsidiary entities, the proposer must also identify all included subsidiaries in its proposal. If proposer requires the use of distributors, dealers, resellers, or subcontractors to provide the equipment, products, or services, the proposal must address how the equipment, products or services will be provided to Participating Entities, and describe the network of distributors, dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract.

Sourcewell desires the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities.

C. REQUIREMENTS
It is expected that proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities.

1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes.

2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services.

3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal.

4. Delivered and operational. Unless clearly noted in the proposal, equipment and products must be delivered to the Participating Entity as operational.

5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better.

D. ANTICIPATED CONTRACT TERM
Sourcewell anticipates that the term of any resulting contract(s) will be four years, with an optional one year extension that may be offered based on the best interests of Sourcewell and its Participating Entities.

E. ESTIMATED CONTRACT VALUE AND USAGE
Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $300 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the Rev. 3/2021 Sourcewell RFP #091521
Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories

contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed.

F. MARKETING PLAN
Proposer’s sales force will be the primary source of communication with Participating Entities.

The proposer’s Marketing Plan should demonstrate proposer’s ability to deploy a sales force or dealer network to Participating Entities, as well as proposer’s sales and service capabilities. It is expected that proposer will promote and market any contract award.

G. ADDITIONAL CONSIDERATIONS

1. Contracts will be awarded to proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP.

2. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the proposal. Sourcewell reserves the right to verify proposer’s information and may request clarification from a proposer, including samples of the proposed equipment or products.

3. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory.

4. A proposer’s documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal.

III. PRICING
A. REQUIREMENTS
All proposed pricing must be:

1. Either Line-Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these:
a. Line-item Pricing is pricing based on each individual product or services. Each line must indicate the proposer’s published “List Price,” as well as the “Contract Price.” b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer’s Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any Contract resulting from this RFP.

Rev. 3/2021 Sourcewell RFP #091521
Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories

2. The proposer’s not to exceed price. A not to exceed price is the highest price for which equipment, products, or services may be billed to a Participating Entity. However, it is permissible for suppliers to sell at a price that is lower than the contracted price.

3. Stated in U.S. and Canadian dollars (as applicable).

4. Clearly understandable, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity’s location).

Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the proposer. Additionally, proposers should clearly describe any unique distribution and/or delivery methods or options offered in the proposal.

B. ADMINISTRATIVE FEES
Proposers are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total sales to Participating Entitiesfor all contracted equipment, products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative.

IV. CONTRACT
Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Minnesota law may result in the proposal being disqualified from further review and evaluation.

To request a modification to the template Contract, a proposer must submit the Exceptions to Terms, Conditions, or Specifications table with its proposal. Only those exceptions noted at the time of the proposal submission will be considered.

Exceptions must:

1. Clearly identify the affected article and section.

2. Clearly note the requested modification; and as applicable, provide requested alternative language.

Unclear requests will be automatically denied.

Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded supplier for signature.

Rev. 3/2021 Sourcewell RFP #091521
Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories

If a proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract. After that time, at Sourcewell’s sole discretion, the contract award may be revoked.

V. RFP PROCESS
A. PRE-PROPOSAL CONFERENCE
Sourcewell will hold an optional, non-mandatory pre-proposal conference via webcast on the date and time noted in the Solicitation Schedule for this RFP and on the Sourcewell Procurement Portal. The purpose of this conference is to allow potential proposers to ask questions regarding this RFP and Sourcewell’s competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Supplier Account. Pre-proposal conference attendance is optional.

B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION
All questions regarding this RFP must be submitted through the Sourcewell Procurement Portal.

The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions.

All questions, whether specific to a proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline.

C. ADDENDA
Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda.

Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the proposer by checking the box for each addendum. It is the responsibility of the proposer to check for any addenda that may have been issued up to the solicitation due date and time.

If an addendum is issued after a proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the proposer’s proposal status to INCOMPLETE. The proposer can view this status change in the “MY BIDS” section of the Rev. 3/2021 Sourcewell RFP #091521
Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories

Sourcewell Procurement Portal Supplier Account. The proposer is solely responsible to check the “MY BIDS” section of the Sourcewell Procurement Portal Supplier Account periodically after submitting its proposal (and up to the Proposal Due Date). If the proposer’s proposal status has changed to INCOMPLETE, the proposer is solely responsible to:
i) make any required adjustments to its proposal;
ii) acknowledge the addenda; and
iii) ensure the re-submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above.

D. PROPOSAL SUBMISSION
Proposer’s complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the proposer’s sole responsibility to ensure that the proposal is received on time.

It is recommended that proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The time and date that a proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock.

In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to 24 hours to respond to certain issues.

Upon successful submission of a proposal, the Sourcewell Procurement Portal will automatically generate a confirmation email to the proposer. If the proposer does not receive a confirmation email, contact Sourcewell’s support provider at [email protected].

To ensure receipt of the latest information and updates via email regarding this solicitation, or if the proposer has obtained this solicitation document from a third party, the onus is on the proposer to create a Sourcewell Procurement Portal Supplier Account and register for this solicitation opportunity.

Within the Sourcewell Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award.

The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the proposer to remedies available by law.

E. GENERAL PROPOSAL REQUIREMENTS
Proposals must be:

Rev. 3/2021 Sourcewell RFP #091521
Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories

• In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected.
• Complete. A proposal will be rejected if it is conditional or incomplete. • Submitted in English.
• Valid and irrevocable for 90 days following the Proposal Due Date.

Any and all costs incurred in responding to this RFP will be borne by the proposer.

F. PROPOSAL WITHDRAWAL
Prior to the proposal deadline, a proposer may withdraw its proposal.

G. OPENING
The Opening of proposals will be conducted electronically through the Sourcewell Procurement Portal. A list of all proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule.

To view the list of proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to “All” or “Closed.” The solicitation status will automatically change to “Closed” after the Proposal Due Date and Time.

VI. EVALUATION AND AWARD
A. EVALUATION
It is the intent of Sourcewell to award one or more contracts to responsive and responsible proposers offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of proposers that Sourcewell determines is necessary to meet the needs of its Participating Entities. Factors to be considered in determining the number of contracts to be awarded in any category may include the following:
• The number of and geographic location of:
o Proposers necessary to offer a comprehensive selection of equipment, products, or services for Participating Entities’ use.
o A proposer’s sales and service network to assure availability of product supply and coverage to meet Participating Entities’ anticipated needs. • Total evaluation scores.
• The attributes of proposers, and their equipment, products, or services, to assist Participating Entities achieve environmental and social requirements, preferences, and goals.

Rev. 3/2021 Sourcewell RFP #091521
Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories

Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell has any knowledge about a specific supplier or product.

B. AWARD(S)
Award(s) will be made to the proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP.

Sourcewell may request written clarification of a proposal at any time during the evaluation process.

Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (a copy is available in the Sourcewell Procurement Portal):

Conformance to RFP Requirements 50
Financial Viability and Marketplace Success 75
Ability to Sell and Deliver Service 100
Marketing Plan 50
Value Added Attributes 75
Warranty 50
Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400
TOTAL POINTS 1000
C. PROTESTS OF AWARDS
Any protest made under this RFP by a proposer must be in writing, addressed to Sourcewell’s Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O.

Box 219, Staples, MN 56479. All documents that comprise the complete protest package must be received no later than 10 calendar days’ following Sourcewell’s notice of contract award(s) or non-award and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time. A protest must allege a procedural, technical, or legal defect, with supporting documentation. A protest that merely requests a re-evaluation of a proposal’s content will not be entertained A protest must include the following items:
• The name, address, and telephone number of the protester; • Identification of the solicitation by RFP number;
• A precise statement of the relevant facts;
• Identification of the alleged procedural, technical, or legal defect; • Analysis of the basis for the protest;
• Any additional supporting documentation;
• The original signature of the protester or its representative; and • Protest bond in the amount of $20,000 (except where prohibited by law or treaty).

Rev. 3/2021 Sourcewell RFP #091521
Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories

Protests that do not address these elements will not be reviewed.

D. RIGHTS RESERVED
This RFP does not commit Sourcewell to award any contract, and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the proposer may be rejected.

Sourcewell reserves the right to:
• Modify or cancel this RFP at any time;
• Reject any and all proposals received;
• Reject proposals that do not comply with the provisions of this RFP; • Select, for contracts or for discussion, a proposal other than that with the lowest cost; • Independently verify any information provided in a proposal; • Disqualify any proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity’s state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect;
• Waive or modify any informalities, irregularities, or inconsistencies in the proposals received;
• Clarify any part of a proposal and discuss any aspect of the proposal with any proposer; and negotiate with more than one proposer;
• Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and
• Award a contract to one or more proposers if it is in the best interest of Participating Entities.

E. DISPOSITION OF PROPOSALS
All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the proposer’s responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law. Sourcewell may reject proposals that are marked confidential or nonpublic, either substantially or in their entirety.

Sourcewell will not consider the prices submitted by the proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a proposer is not considered trade secret under the statutory definition. 8/5/2021
Addendum No. 1
Solicitation Number: RFP 091521
Solicitation Name: Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories
Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

We manufacture service bodies and do not sell complete vehicles. Can we bid our product as an accessory to the bid?
Answer 1:

Refer to RFP Section II. B. 1. c., “Proposers may include related equipment, accessories, supplies, parts, and services to the extent that the solutions are an incidental portion of the response.” A proposal that does not include complete vehicles, of the types described in RFP Section II. B. 1. a., will be deemed non-responsive.

End of Addendum
Acknowledgement of this Addendum to RFP 091521 posted to the Sourcewell Procurement Portal on 8/5/2021, is required at the time of proposal submittal. 8/8/2021
Addendum No. 2
Solicitation Number: RFP 091521
Solicitation Name: Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories
Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Are you accepting leasing options for this bid?
Answer 1:

Refer to RFP Section II. B. for the description of the requested equipment, products, and services. Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired by participating entities. A proposer may submit their complete line of equipment, products, or services that are applicable to the scope of this RFP. It is left to the discretion of each proposer to articulate their ability to serve Sourcewell participating entities.

End of Addendum
Acknowledgement of this Addendum to RFP 091521 posted to the Sourcewell Procurement Portal on 8/8/2021, is required at the time of proposal submittal. 8/23/2021
Addendum No. 3
Solicitation Number: RFP 091521
Solicitation Name: Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories
Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

I would like to see an example of line-item pricing for Sourcewell. Please provide.

Answer 1:

In the competitive process, Sourcewell cannot conduct research for, or expressly identify resources that may be relevant to, a proposer. A proposer may review a sampling of past pricing proposals within the current awarded contract documentation available on the Sourcewell website. Navigate to the following address:
https://www.sourcewell-mn.gov/contract-search and use the list or search functions.

Question 2:

Where can I get a copy of the current contract pricing for the brand of vehicles that I offer?
Answer 2:

Each Sourcewell solicitation represents a separate and distinct opportunity. For examples of current Sourcewell-awarded contracts, refer to the link provided in Answer No. 1 above. Currently active contracts offering similar solutions were awarded under solicitation numbers 120716 and 060920.

End of Addendum
Acknowledgement of this Addendum to RFP 091521 posted to the Sourcewell Procurement Portal on 8/23/2021, is required at the time of proposal submittal. 8/26/2021
Addendum No. 4
Solicitation Number: RFP 091521
Solicitation Name: Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories
Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

The manufacturer that I represent has not developed pricing for the 2022 model year vehicles. Should pricing be presented for 2021 and 2022 models that have pricing, and a TBD associated with 2022 models that have yet to be priced by the manufacturer? Answer 1:

In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. It is left to the discretion of each proposer to articulate and propose the pricing approach that aligns with its business methods and satisfies the requirements of RFP Section III. – Pricing. Proposals are evaluated based on the criteria stated in the RFP.

Refer also to the Sourcewell contract template for additional details on the process for requesting a product or pricing change during the term of an awarded contract. A downloadable version of the contract template is found on the Bid Details page for this solicitation within the Sourcewell Procurement Portal.

End of Addendum
Acknowledgement of this Addendum to RFP 091521 posted to the Sourcewell Procurement Portal on 8/26/2021, is required at the time of proposal submittal. 9/7/2021
Addendum No. 5
Solicitation Number: RFP 091521
Solicitation Name: Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories
Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

We are requesting a clarification on Table 4 and Table 5. Could we include a reference from a fleet management company or a supplier we use?
Answer 1:

In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. It is left to the discretion of each proposer to determine how to best demonstrate the ability to serve Sourcewell participating entities and satisfy all requirements of the questionnaire tables.

Question 2:

Is it acceptable to provide a redline of the entire Sourcewell template contract? Answer 2:

A request for modification to the Sourcewell contract template may only be submitted with a proposal. To request a modification to the template Contract terms, conditions, or specifications, a Proposer must complete and submit the Exceptions to Terms, Conditions, or Specifications Form, which is found as the final Table of Step 1 in the proposal submission process. A proposer may elect to include additional supporting materials in its discretion.

Question 3:

Could a video be uploaded as additional content?
Answer 3:

It is left to the discretion of each proposer to determine the method it deems best suited to submit its relevant information in a timely fashion through the Sourcewell Procurement Portal. Proposer’s complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule (RFP Section V. D.), and all relevant information should be included in the proposal (RFP Section II., G.).

Question 4:

Can you elaborate on line item 71? Is there a list of subcategory titles that can be used for reference?
Answer 4:

It is left to the discretion of the proposer to identify subcategory descriptors that may be relevant to the proposer’s offered equipment, products, and services.

End of Addendum
Acknowledgement of this Addendum to RFP 091521 posted to the Sourcewell Procurement Portal on Tuesday, September 7, 2021 6:58 PM, is required at the time of proposal submittal.
9/8/2021
Addendum No. 6
Solicitation Number: RFP 091521
Solicitation Name: Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories
Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

With the ongoing supply chain delays related to Covid, microchip shortages, and acrossthe-industry shortages of raw materials, we respectfully request an extension to the submittal deadline.

Answer 1:

No extension of the due date is contemplated at this time.

Question 2:

In what format would you like financial stability to be verified? Answer 2:

In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. It is left to the discretion of each proposer to determine how to best demonstrate its financial stability and satisfy all requirements of the questionnaire tables.

End of Addendum
Acknowledgement of this Addendum to RFP 091521 posted to the Sourcewell Procurement Portal on 9/8/2021, is required at the time of proposal submittal.

Tab 1 – Master Agreement
General Terms and Conditions
¨ Customer Support
Ø The vendor shall provide timely and accurate technical advice and sales support. The vendor shall respond to such requests within one (1) working day after receipt of the request.
¨ Disclosures
Ø Respondent affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract.

Ø The respondent affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract.
¨ Renewal of Contract
Ø Unless otherwise stated, all contracts are for a period of three (3) years with an option to renew for up to two (2) additional one-year terms or any combination of time equally not more than 2 years if agreed to by Region 14 ESC and the vendor. ¨ Funding Out Clause
Ø Any/all contracts exceeding one (1) year shall include a standard “funding out” clause. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity’s current revenue only, provided the contract contains either or both of the following provisions:

Ø Retains to the entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on a best efforts attempt by the entity to obtain appropriate funds for payment of the contract. ¨ Shipments (if applicable)
Ø The awarded vendor shall ship ordered products within seven (7) working days for goods available and within four (4) to six (6) weeks for specialty items after the receipt of the order unless modified. If a product cannot be shipped within that time, the awarded vendor shall notify the entity placing the order as to why the product has not shipped and shall provide an estimated shipping date. At this point the participating entity may cancel the order if estimated shipping time is not acceptable. ¨ Tax Exempt Status
Ø Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor.

ENCLOSURE 7
13g
¨ Payments
Ø The entity using the contract will make payments directly to the awarded vendor or their affiliates (distributors/business partners/resellers) as long as written request and approval by NCPA is provided to the awarded vendor.
¨ Adding authorized distributors/dealers
Ø Awarded vendors may submit a list of distributors/partners/resellers to sell under their contract throughout the life of the contract. Vendor must receive written approval from NCPA before such distributors/partners/resellers considered authorized.

Ø Purchase orders and payment can only be made to awarded vendor or distributors/business partners/resellers previously approved by NCPA.

Ø Pricing provided to members by added distributors or dealers must also be less than or equal to the pricing offered by the awarded contract holder.

Ø All distributors/partners/resellers are required to abide by the Terms and Conditions of the vendor's agreement with NCPA.
¨ Pricing
Ø All pricing submitted shall include the administrative fee to be remitted to NCPA by the awarded vendor. It is the awarded vendor’s responsibility to keep all pricing up to date and on file with NCPA.

Ø All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing
¨ Warranty
Ø Proposals should address each of the following:
§ Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period.
§ Availability of replacement parts
§ Life expectancy of equipment under normal use
§ Detailed information as to proposed return policy on all equipment ¨ Indemnity
Ø The awarded vendor shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the vendor, vendor employees or vendor subcontractors in the preparation of the solicitation and the later execution of the contract.
¨ Franchise Tax
Ø The respondent hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes.
¨ Supplemental Agreements
Ø The entity participating in this contract and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor. ¨ Certificates of Insurance
Ø Certificates of insurance shall be delivered to the Public Agency prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded vendor shall give the participating entity a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies. The awarded vendor shall require all subcontractors performing any work to maintain coverage as specified. ¨ Legal Obligations
Ø It is the Respondent’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein. ¨ Protest
Ø A protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm CST. Protests shall be filed with Region 14 ESC and shall include the following:
§ Name, address and telephone number of protester
§ Original signature of protester or its representative § Identification of the solicitation by RFP number
§ Detailed statement of legal and factual grounds including copies of relevant documents and the form of relief requested
Ø Any protest review and action shall be considered final with no further formalities being considered.
¨ Force Majeure
Ø If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.

Ø The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty.
¨ Prevailing Wage
Ø It shall be the responsibility of the Vendor to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the purchaser. It shall further be the responsibility of the Vendor to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly.
¨ Miscellaneous
Ø Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order.
¨ Open Records Policy
Ø Because Region 14 ESC is a governmental entity responses submitted are subject to release as public information after contracts are executed. If a vendor believes that its response, or parts of its response, may be exempted from disclosure, the vendor must specify page-bypage and line-by-line the parts of the response, which it believes, are exempt. In addition, the respondent must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s).

Ø The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 14 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the respondent are not acceptable. Region 14 ESC must comply with the opinions of the OAG. Region14 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor. Respondent are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information.

Process
Region 14 ESC will evaluate proposals in accordance with, and subject to, the relevant statutes, ordinances, rules, and regulations that govern its procurement practices. NCPA will assist Region 14 ESC in evaluating proposals. Award(s) will be made to the prospective vendor whose response is determined to be the most advantageous to Region 14 ESC, NCPA, and its participating agencies. To qualify for evaluation, response must have been submitted on time, and satisfy all mandatory requirements identified in this document.
¨ Contract Administration
Ø The contract will be administered by Region 14 ESC. The National Program will be administered by NCPA on behalf of Region 14 ESC.
¨ Contract Term
Ø The contract term will be for three (3) year starting from the date of the award. The contract may be renewed for up to two (2) additional one-year terms or any combination of time equally not more than 2 years.

Ø It should be noted that maintenance/service agreements may be issued for up to (5) years under this contract even if the contract only lasts for the initial term of the contract. NCPA will monitor any maintenance agreements for the term of the agreement provided they are signed prior to the termination or expiration of this contract. ¨ Contract Waiver
Ø Any waiver of any provision of this contract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract. ¨ Products and Services additions
Ø Products and Services may be added to the resulting contract during the term of the contract by written amendment, to the extent that those products and services are within the scope of this RFP.
¨ Competitive Range
Ø It may be necessary for Region 14 ESC to establish a competitive range. Responses not in the competitive range are unacceptable and do not receive further award consideration. ¨ Deviations and Exceptions
Ø Deviations or exceptions stipulated in response may result in disqualification. It is the intent of Region 14 ESC to award a vendor’s complete line of products and/or services, when possible.
¨ Estimated Quantities
Ø The estimated dollar volume of Products and Services purchased under the proposed Master Agreement is $30 million dollars annually. This estimate is based on the anticipated volume of Region 14 ESC and current sales within the NCPA program. There is no guarantee or commitment of any kind regarding usage of any contracts resulting from this solicitation
¨ Evaluation
Ø Region 14 ESC will review and evaluate all responses in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices. NCPA will assist the lead agency in evaluating proposals. Recommendations for contract awards will be based on multiple factors, each factor being assigned a point value based on its importance.
¨ Formation of Contract
Ø A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The prospective vendor must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process.
¨ NCPA Administrative Agreement
Ø The vendor will be required to enter and execute the National Cooperative Purchasing Alliance Administration Agreement with NCPA upon award with Region 14 ESC. The agreement establishes the requirements of the vendor with respect to a nationwide contract effort.
¨ Clarifications / Discussions
Ø Region 14 ESC may request additional information or clarification from any of the respondents after review of the proposals received for the sole purpose of elimination minor irregularities, informalities, or apparent clerical mistakes in the proposal.

Clarification does not give respondent an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. After the initial receipt of proposals, Region 14 ESC reserves the right to conduct discussions with those respondent’s whose proposals are determined to be reasonably susceptible of being selected for award. Discussions occur when oral or written communications between Region 14 ESC and respondent’s are conducted for the purpose clarifications involving information essential for determining the acceptability of a proposal or that provides respondent an opportunity to revise or modify its proposal. Region 14 ESC will not assist respondent bring its proposal up to the level of other proposals through discussions. Region 14 ESC will not indicate to respondent a cost or price that it must meet to neither obtain further consideration nor will it provide any information about other respondents’ proposals or prices.
¨ Multiple Awards
Ø Multiple Contracts may be awarded as a result of the solicitation. Multiple Awards will ensure that any ensuing contracts fulfill current and future requirements of the diverse and large number of participating public agencies.
¨ Past Performance
Ø Past performance is relevant information regarding a vendor’s actions under previously awarded contracts; including the administrative aspects of performance; the vendor’s history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the vendor’s businesslike concern for the interests of the customer.

Evaluation Criteria
¨ Pricing (40 points)
Ø Electronic Price Lists
§ Products, Services, Warranties, etc. price list
§ Prices listed will be used to establish both the extent of a vendor’s product lines, services, warranties, etc. available from a particular bidder and the pricing per item. ¨ Ability to Provide and Perform the Required Services for the Contract (25 points) Ø Product Delivery within participating entities specified parameters Ø Number of line items delivered complete within the normal delivery time as a percentage of line items ordered.

Ø Vendor’s ability to perform towards above requirements and desired specifications.

Ø Past Cooperative Program Performance
Ø Quantity of line items available that are commonly purchased by the entity.

Ø Quality of line items available compared to normal participating entity standards. ¨ References (15 points)
Ø A minimum of ten (10) customer references for product and/or services of similar scope dating within past 3 years
¨ Technology for Supporting the Program (10 points)
Ø Electronic on-line catalog, order entry use by and suitability for the entity’s needs Ø Quality of vendor’s on-line resources for NCPA members.

Ø Specifications and features offered by respondent’s products and/or services ¨ Value Added Services Description, Products and/or Services (10 points) Ø Marketing and Training
Ø Minority and Women Business Enterprise (MWBE) and (HUB) Participation Ø Customer Service

Tab 2 – NCPA Administration Agreement
This Administration Agreement is made as of , by and between National Cooperative Purchasing Alliance (“NCPA”) and (“Vendor”).

Recitals
WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated , referenced as Contract Number , by and between Region 14 ESC and Vendor, as may be amended from time to time in accordance with the terms thereof (the “Master Agreement”), for the purchase of Heavy Equipment, Diesel Truck, Bus Parts and Related Goods and Services; WHEREAS, said Master Agreement provides that any state, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution, other government agency or nonprofit organization (hereinafter referred to as “public agency” or collectively, “public agencies”) may purchase products and services at the prices indicated in the Master Agreement; WHEREAS, NCPA has the administrative and legal capacity to administer purchases under the Master Agreement to public agencies;
WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection with other master agreements offered by NCPA
WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master Agreement; WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the Master Agreement to public agencies on a national basis;
NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, NCPA and Vendor hereby agree as follows:
¨ General Terms and Conditions
Ø The Master Agreement, attached hereto as Tab 1 and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement.

Ø NCPA shall be afforded all of the rights, privileges and indemnifications afforded to Region 14 ESC under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to NCPA under this Agreement including, but not limited to, the Vendor’s obligation to provide appropriate insurance and certain indemnifications to Region 14 ESC.

Ø Vendor shall perform all duties, responsibilities and obligations required under the Master Agreement in the time and manner specified by the Master Agreement.

Ø NCPA shall perform all of its duties, responsibilities, and obligations as administrator of purchases under the Master Agreement as set forth herein, and Vendor acknowledges that NCPA shall act in the capacity of administrator of purchases under the Master Agreement.

Ø With respect to any purchases made by Region 14 ESC or any Public Agency pursuant to the Master Agreement, NCPA (a) shall not be construed as a dealer, re-marketer, representative, partner, or agent of any type of Vendor, Region 14 ESC, or such Public Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Region Rush Truck Centers of Texas, LP
December 8, 2020
December 8, 2020
05-47
14 ESC, any Public Agency or any employee of Region 14 ESC or Public Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by the Public Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. NCPA makes no representations or guaranties with respect to any minimum purchases required to be made by Region 14 ESC, any Public Agency, or any employee of Region 14 ESC or Public Agency under this Agreement or the Master Agreement.

Ø The Public Agency participating in the NCPA contract and Vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the Public Agency and Vendor. NCPA, its agents, members and employees shall not be made party to any claim for breach of such agreement. ¨ Term of Agreement
Ø This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the obligation to pay all amounts owed by Vendor to NCPA through the termination of this Agreement and all indemnifications afforded by Vendor to NCPA shall survive the term of this Agreement.
¨ Fees and Reporting
Ø The awarded vendor shall electronically provide NCPA with a detailed quarterly report showing the dollar volume of all sales under the contract for the previous quarter. Reports are due on the fifteenth (15th) day after the close of the previous quarter. It is the responsibility of the awarded vendor to collect and compile all sales under the contract from participating members and submit one (1) report. The report shall include at least the following information as listed in the example below:

Entity Name Zip Code State PO or Job # Sale Amount
Total
Ø Each quarter NCPA will invoice the vendor based on the total of sale amount(s) reported.

From the invoice the vendor shall pay to NCPA an administrative fee based upon the tiered fee schedule below. Vendor’s annual sales shall be measured on a calendar year basis.

Deadline for term of payment will be included in the invoice NCPA provides.

Annual Sales Through Contract Administrative Fee
0 - $30,000,000 2%
$30,000,001 - $50,000,000 1.5%
$50,000,001+ 1%
Ø Supplier shall maintain an accounting of all purchases made by Public Agencies under the Master Agreement. NCPA and Region 14 ESC reserve the right to audit the accounting for a

Tab 3 – Vendor Questionnaire
Please provide responses to the following questions that address your company’s operations, organization, structure, and processes for providing products and services. ¨ States Covered
Ø Bidder must indicate any and all states where products and services can be offered.

Ø Please indicate the price co-efficient for each state if it varies. 50 States & District of Columbia (Selecting this box is equal to checking all boxes below) Alabama Maryland South Carolina
Alaska Massachusetts South Dakota
Arizona Michigan Tennessee
Arkansas Minnesota Texas
California Mississippi Utah
Colorado Missouri Vermont
Connecticut Montana Virginia
Delaware
District of Columbia
Nebraska
Nevada
Washington
West Virginia
Florida New Hampshire Wisconsin
Georgia New Jersey Wyoming
Hawaii New Mexico
Idaho New York
Illinois North Carolina
Indiana North Dakota
Iowa Ohio
Kansas Oklahoma
Kentucky Oregon
Louisiana Pennsylvania
Maine Rhode Island
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
All US Territories and Outlying Areas (Selecting this box is equal to checking all boxes below) ¨ Minority and Women
Business Enterprise (MWBE) and (HUB) Participation
Ø It is the policy of some entities participating in NCPA to involve minority and women business enterprises (MWBE) and historically underutilized businesses (HUB) in the purchase of goods and services. Respondents shall indicate below whether or not they are an M/WBE or HUB certified.
§ Minority / Women Business Enterprise
• Respondent Certifies that this firm is a M/WBE
§ Historically Underutilized Business
• Respondent Certifies that this firm is a HUB
¨ Residency
Ø Responding Company’s principal place of business is in the city of , State of
¨ Felony Conviction Notice
Ø Please Check Applicable Box;
A publically held corporation; therefore, this reporting requirement is not applicable.

Is not owned or operated by anyone who has been convicted of a felony.

Is owned or operated by the following individual(s) who has/have been convicted of a felony
Ø If the 3rd box is checked, a detailed explanation of the names and convictions must be attached.
¨ Distribution Channel
Ø Which best describes your company’s position in the distribution channel:

Manufacturer Direct Certified education/government reseller Authorized Distributor Manufacturer marketing through reseller Value-added reseller Other:
¨ Processing Information
Ø Provide company contact information for the following:
§ Sales Reports / Accounts Payable
Contact Person:

Title:

Company:

Address:

City: State: Zip:

Phone: Email:

American Somoa Northern Marina Islands
Federated States of Micronesia Puerto Rico
Guam U.S. Virgin Islands
Midway Islands
New Braunfels
Texas
X
X
Kim Valadez
Director, Asset Management
Rush Enterprises
555 I.H. 35 South, Suite 500
New Braunfels
830-302-5691
Texas
[email protected]
78130
§ Purchase Orders
Contact Person:

Title:

Company:

Address:

City: State: Zip:

Phone: Email:
§ Sales and Marketing
Contact Person:

Title:

Company:

Address:

City: State: Zip:

Phone: Email:
¨ Pricing Information
Ø In addition to the current typical unit pricing furnished herein, the Vendor agrees to offer all future product introductions at prices that are proportionate to Contract Pricing. § If answer is no, attach a statement detailing how pricing for NCPA participants would be calculated for future product introductions.

Yes No
Ø Pricing submitted includes the required NCPA administrative fee. The NCPA fee is calculated based on the invoice price to the customer.

Yes No
Ø Vendor will provide additional discounts for purchase of a guaranteed quantity.

Yes No
Brian Dawes
National Account Manager
Rush Enterprises
555 I.H. 35 South, Suite 500
New Braunfels
864-497-3538
Texas
[email protected]
78130
Brian Dawes
National Account Manager
Rush Enterprises
555 I.H. 35 South, Suite 500
New Braunfels
864-497-3538
Texas
dawesb@rushenterprises
78130
X
X
X
Rush Truck Centers of Texas, LP
NCPA Solicitation Number: 25-20
Tab 4 – Vendor Profile
Official Registered Nam and History
Rush Truck Centers of Texas, L.P. is a limited partnership formed in the state of Texas. Rush Truck Centers of Texas, L.P. has two partners: Rushtex, Inc. (a Delaware corporation) is the General Partner and Rushco, Inc. (a Delaware corporation) is the Limited Partner. Rushtex, Inc. and Rushco, Inc. are wholly owned subsidiaries of Rush Enterprises, Inc.

Rush Enterprises, formed in 1965, is a public company traded on NASDAQ under the symbols RUSHA and RUSHB.

Rush Enterprises owns and operates the largest network of heavy- and medium-duty truck dealerships in the United States. It sells and services leading truck and bus manufacturers including Peterbilt, Ford, Hino, Isuzu, Blue Bird, International and IC Bus at over 100 locations in 21 states. Rush operates more than 30 dealerships throughout the state of Texas. Rush Enterprises has over 6,000 employees, with more than 1,500 in Texas.

Rush Enterprises, Inc. operates its dealer network through state-based legal entities. A separate legal entity, with a separate tax id number, has been established for each state in which Rush operates, each of which is a wholly-owned subsidiary of Rush Enterprises.

RTC Texas is an authorized dealer in Texas for Peterbilt, Hino, Isuzu, Ford, Blue Bird, Collins Bus and Elkhart Bus.

Outside of Texas, Rush Enterprises operates dealership locations in 20 additional states that are licensed to sell International and Mitsubishi Fuso in addition to Peterbilt, Hino, Isuzu, Ford, IC Bus and Collins Bus.

Rush Enterprises enjoys a reputation of providing quality commercial vehicles and professional automotive service through professionally staffed and managed operations. The professionals at Rush dealerships are trained by manufacturers and expert automotive consultants in all aspects of financing motor vehicle sales and providing valuable risk management services.

As of September 30, 2020, Rush Enterprises had cash and cash equivalents on its balance sheet of over $259,543 million dollars, and, as of November 3, 2020, Rush Enterprises’ market cap was over $1.5 billion dollars. Additional financial information for Rush Enterprises can be found here: http://investor.rushenterprises.com/results.cfm.

D&B Number
Given that D&B numbers are issued by physical locations and give the large number of Rush locations, D&B numbers will be made available on request.

Organizational Chart
Brian Dawes, National Account Manager for Bus and Public Sector will be the main contact for this Contract. He reports to Robb Nixon, VP Aftermarket Sales. The Legal Contact for this contract will be Michael Lyons, Associate General Counsel. Lastly, Kim Valadez, Director Asset Management will assist in accounts payable.

Corporate Office Location
Our corporate office is located at 555 I.H. 35 South, Suite 500 New Braunfels Texas 78130. The key contacts are as follows:

Please see the attachment titled RTC Location Doc for all of our Dealership Location Information.

Standard Payment Terms
Our standard payment terms are NET 30.

Competition
Rush Truck Centers biggest competitors are the dealership that sell our competing brands such as:
 Freightliner Dealerships
 Mack Dealerships
 Kenworth Dealerships
 Volvo Dealerships
Aftermarket National Account Sales Managers Market Segments/Regions Last Name First Name OE Brand Cell Phone Email
Dawes Brian All 864-497-3538 [email protected] Bus/Public Sector/Municipality Regional Sales Manager
Pryor Tim Navistar 478-952-5253 [email protected] Georgia (South) Cummings Andy Navistar 708-906-0027 [email protected] Illinois, Indiana (Chicago Area) Watson Scott Navistar 801-259-5965 [email protected] Idaho/Utah Williams Herbie Navistar 804-296-5174 williamsh1@rushenterprises com Virgina Pangrazzi Rob Navistar 704-490-2559 [email protected] North Carolina Duncan Matt Navistar 217-821-6554 [email protected] Illinois, Missouri Matos Justin Navistar 331-625-4477 [email protected] Georgia (North) Lakins Justin Navistar 440-479-9100 [email protected] Ohio North, Akron, Cleveland & Columbus Engel Jimmy Navistar 513-372-8843 [email protected] Ohio South, Dayton, Cinncinnati & Lima Wade Brian Navistar 317-910-9522 [email protected] Indiana Starcher CR Peterbilt 830-837-8282 [email protected] Central Texas, San Antonio, Victoria, Austin, Austin North & Waco Cortez Magdalena Peterbilt 956-212-5397 [email protected] South Texas, Pharr, Brownsville, Cotulla, Laredo & Corpus Neumann Garrett Peterbilt 936-870-8149 [email protected] West Texas, New Mexico White Scott Peterbilt 214-425-5582 [email protected] Dallas, North Texas Bailey Kyle Peterbilt 720-550-1271 [email protected] Colorado & KC, MO Monge Fernando Peterbilt 949-296-5659 [email protected] California Jones Zach Peterbilt 919-933-0401 [email protected] California Asst RSM Provencher Jody Peterbilt 727-421-5244 [email protected] Florida & Mobile AL Poston Shane Peterbilt 936-443-7443 [email protected] Southeast Texas, Houston (All), Sealy, College Station, & Beaumont Wallace Ryan Peterbilt 903-649-2081 [email protected] Oklahoma Christopher Bobby Peterbilt 903-530-5600 [email protected] East Texas Adams Michael Peterbilt 303-817-7936 [email protected] Arizona, Nevada Wilson Adam Peterbilt 731-695-4676 [email protected] Tennesse, Kentucky Rush Enterprise Difference
• Largest commercial vehicle dealer group in North America • 117 locations in 22 states
• 50% ownership of Rush Truck Centres of Canada,
14 International locations in Ontario
• Class 3-8 truck sales, full range of aftermarket solutions • Broad market segment coverage
• Largest dealer group for Peterbilt, Navistar,
Hino, Isuzu, growing with Ford
• Leasing and rental
• Finance and insurance services
• More than 5M square feet of
premium facilities
• Capabilities for all makes and models
• Aftermarket parts
• More than $250M parts inventory
• Genuine OEM and all-makes parts including proprietary Rig Tough and Premium Power powertrain parts
• Service and body shop
• 2,379 service bays, 2,071 technicians;
25 collision centers
• 463 mobile and embedded technicians
• CNG/LNG service capabilities

Rushcare Service Connect
State-of-the-art online service communication system
• Provides on-demand, 360-degree view of service
process for vehicles in service departments
• 24/7 access to repair status
• Access to complete service history
of all work done at Rush Truck Centers
• Documented 2-way communication
• Out-of-network service tracking
• Fully functional on
mobile devices
• Available to customers
at no additional cost
Customer Service
• Rush Truck Centers
• 117 locations in 22 states
• Service and body shop
• 2,379 service bays, 2,071 technicians;
25 collision centers
• Rushcare Rapid Parts Call Center
• Nationwide network of local
parts professionals standing by
• 5,000 calls per day
• 96% answer rate
• 15-second average wait time
• Fast, personal and expert service
with extensive inventory
• OEM and aftermarket parts ready
for immediate pickup or delivery
• Brands you know and trust
in-stock at any location
• Dealership Hours Vary by Location
Green Initiatives

Vendor Certifications
Available upon request
Rush Limited Warranty
NEW PRODUCTS – MANUFACTURER WARRANTIES ONLY. Any warranties on any new product(s) sold by Rush are limited only to any printed warranty provided by the applicable manufacturer of the product.

EXCEPT FOR ANY SUCH WARRANTIES MADE BY MANUFACTURERS, THE PRODUCT(S) ARE SOLD WITHOUT

ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EACH OF WHICH IS EXPRESSLY DISCLAIMED.

USED PRODUCTS – NO WARRANTIES. All used product(s) sold by Rush are sold on an “AS IS, WHERE IS” basis, without any warranties by Rush. EXCEPT FOR ANY MANUFACTURERS’ WARRANTIES THAT MAY

STILL BE IN EFFECT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED.

LIMITED WARRANTY ON SERVICES. Rush warrants that all services performed by Rush for a customer, including repair, maintenance and installation services (“Services”), will be performed in a good and workmanlike manner (“Services Warranty”). The Services Warranty is valid for a period of ninety (90) days from the date the Service is completed. Customer’s sole and exclusive remedy, and Rush’s entire liability, under the Services Warranty is the repair of any nonconforming portion of the Services. RUSH PROVIDES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, CONCERNING ITS SERVICES. The Services Warranty is strictly limited to Services performed by Rush for customer. Rush does not warrant any services provided by any third-party. Any warranties are solely those that are provided by the third-party service provider.

Tab 5 Products and Services
 Buses – respondent must list the makes and models of buses they can provide parts and kits both OEM and aftermarkets brands.
o OEM Parts
 IC Bus
 Bluebird Bus
 Collins
o Aftermarket
 Thomas
 Trucks – respondent must list the makes and models of trucks over two-ton capacity they can provide parts and kits for both OEM and aftermarket
o OEM Parts
 Navistar
 Peterbilt
 Mitsubishi FUSO
 Isuzu
 Hino
 Ford
 Cummins
 CAT
o Aftermarket
 Freightliner
 Volvo
 Mack
 Kenworth
 Heavy Construction Equipment – respondent must list the makes and models of construction equipment they can provide parts for both OEM and aftermarket
o OEM Parts
 CAT Engine
 Cummins
o Aftermarket
 NA
See Product Line Card below

Tab 8 – Value Added Products and Services
¨ Include any additional products and/or services available that vendor currently performs in their normal course of business that is not included in the scope of the solicitation that you think will enhance and add value to this contract for Region 14 ESC and all NCPA participating entities. ¨ Additional related products and services respondents provide should also be included in the price proposal.

Rush not only provides quality products, we also provide world class service. Service Discount off Door Rate will be quoted.

Tab 9 – Required Documents
¨ Clean Air and Water Act / Debarment Notice
¨ Contractors Requirements
¨ Antitrust Certification Statements
¨ Required Clauses for Federal Funds Certifications
¨ Required Clauses for Federal Assistance by FTA
¨ State Notice Addendum

Required Clauses for Federal Funds Certifications
Participating Agencies may elect to use federal funds to purchase under the Master Agreement. The following certifications and provisions may be required and apply when a Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable.

APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. (B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 CFR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein. (D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non- Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5).

Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.
(G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended— Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the nonFederal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.
(I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.

RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).

CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition.

Rush Truck Centers of Texas, LP
Supplement
to
Required Clauses for Federal Funds Certifications
A. Certification of Compliance with Buy America Provisions Rush is a dealer, not a manufacturer, and will be required to check with applicable manufacturers of the products it sells to determine whether they meet Buy America provisions. As this could vary based on manufacturer and product, Rush cannot confirm in advance that products sold to the District meet the Buy America provisions. If required by the District, Rush will check with individual manufacturers at the time of purchase.

B. Disadvantaged Business Participation
To the extent Rush requires subcontractor assistance under this contract, Rush will consider all qualified candidates, including DBE certified businesses, for such work.

Required Clauses for Federal Assistance provided by FTA

ACCESS TO RECORDS AND REPORTS
Contractor agrees to:
a) Maintain all books, records, accounts and reports required under this Contract for a period of not less than three (3) years after the date of termination or expiration of this Contract or any extensions thereof except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until Public Agency, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto.
b) Permit any of the foregoing parties to inspect all work, materials, payrolls, and other data and records with regard to the Project, and to audit the books, records, and accounts with regard to the Project and to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed for the purpose of audit and examination.

FTA does not require the inclusion of these requirements of Article 1.01 in subcontracts. Reference 49 CFR 18.39 (i)(11).

CIVIL RIGHTS / TITLE VI REQUIREMENTS
1) Non-discrimination. In accordance with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, Section 202 of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12132, and Federal Transit Law at 49 U.S.C. § 5332, Contractor or subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, marital status age, or disability. In addition, Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.
2) Equal Employment Opportunity. The following Equal Employment Opportunity requirements apply to this Contract:
a. Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal Transit Law at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable Equal Employment Opportunity requirements of U.S. Dept. of Labor regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor, 41 CFR, Parts 60 et seq., and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of this Project.

Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, marital status, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, Contractor agrees to comply with any implementing requirements FTA may issue. b. Age. In accordance with the Age Discrimination in Employment Act (ADEA) of 1967, as amended, 29 U.S.C. Sections 621 through 634, and Equal Employment Opportunity Commission (EEOC) implementing regulations, “Age Discrimination in Employment Act”, 29 CFR Part 1625, prohibit employment discrimination by Contractor against individuals on the basis of age, including present and prospective employees. In addition, Contractor agrees to comply with any implementing requirements FTA may issue.
c. Disabilities. In accordance with Section 102 of the Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. Sections 12101 et seq., prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and private entities. Contractor agrees that it will comply with the requirements of the Equal Employment Opportunity Commission (EEOC), “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 CFR, Part 1630, pertaining to employment of persons with disabilities and with their responsibilities under Titles I through V of the ADA in employment, public services, public accommodations, telecommunications, and other provisions. d. Segregated Facilities. Contractor certifies that their company does not and will not maintain or provide for their employees any segregated facilities at any of their establishments, and that they do not and will not permit their employees to perform their services at any location under the Contractor’s control where segregated facilities are maintained. As used in this certification the term “segregated facilities” means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color, religion or national origin because of habit, local custom, or otherwise. Contractor agrees that a breach of this certification will be a violation of this Civil Rights clause. 3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding or negotiation, made by Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor's obligations under this Contract and the regulations relative to non-discrimination on the grounds of race, color, creed, sex, disability, age or national origin. 4) Sanctions of Non-Compliance. In the event of Contractor's non-compliance with the non-discrimination provisions of this Contract, Public Agency shall impose such Contract sanctions as it or the FTA may determine to be appropriate, including, but not limited to: 1) Withholding of payments to Contractor under the Contract until Contractor complies, and/or; 2) Cancellation, termination or suspension of the Contract, in whole or in part.

Contractor agrees to include the requirements of this clause in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties.

DISADVANTAGED BUSINESS PARTICIPATION
This Contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”, therefore, it is the policy of the Department of Transportation (DOT) to ensure that Disadvantaged Business Enterprises (DBEs), as defined in 49 CFR Part 26, have an equal opportunity to receive and participate in the performance of DOT-assisted contracts. 1) Non-Discrimination Assurances. Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. Contractor shall carry out all applicablerequirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or other such remedy as public agency deems appropriate. Each subcontract Contractor signs with a subcontractor must include the assurance in this paragraph. (See 49 CFR 26.13(b)). 2) Prompt Payment. Contractor is required to pay each subcontractor performing Work under this prime Contract for satisfactory performance of that work no later than thirty (30) days after Contractor’s receipt of payment for that Work from public agency. In addition, Contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor’s work related to this Contract is satisfactorily completed and any liens have been secured. Any delay or postponement of payment from the above time frames may occur only for good cause following written approval of public agency. This clause applies to both DBE and non-DBE subcontractors. Contractor must promptly notify public agency whenever a DBE subcontractor performing Work related to this Contract is terminated or fails to complete its Work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. Contractor may not terminate any DBE subcontractor and perform that Work through its own forces, or those of an affiliate, without prior written consent of public agency. 3) DBE Program. In connection with the performance of this Contract, Contractor will cooperate with public agency in meeting its commitments and goals to ensure that DBEs shall have the maximum practicable opportunity to compete for subcontract work, regardless of whether a contract goal is set for this Contract.

Contractor agrees to use good faith efforts to carry out a policy in the award of its subcontracts, agent agreements, and procurement contracts which will, to the fullest extent, utilize DBEs consistent with the efficient performance of the Contract.

ENERGY CONSERVATION REQUIREMENTS
Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plans issued under the Energy Policy and Conservation Act, as amended, 42 U.S.C.

Sections 6321 et seq. and 41 CFR Part 301-10.

FEDERAL CHANGES
Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Contract between public agency and the FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor’s failure to so comply shall constitute a material breach of this Contract.

INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The provisions include, in part, certain Standard Terms and Conditions required by the U.S. Department of Transportation (DOT), whether or not expressly set forth in the preceding Contract provisions. All contractual provisions required by the DOT, as set forth in the most current FTA Circular 4220.1F, dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. Contractor agrees not to perform any act, fail to perform any act, or refuse to comply with any public agency requests that would cause public agency to be in violation of the FTA terms and conditions.

NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES
Agency and Contractor acknowledge and agree that, absent the Federal Government’s express written consent and notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to agency, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract.

Contractor agrees to include the above clause in each subcontract financed in whole or in part with federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS
Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31, apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me made, pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed.

In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems appropriate.

Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.

State Notice Addendum
The National Cooperative Purchasing Alliance (NCPA), on behalf of NCPA and its current and potential participants to include all county, city, special district, local government, school district, private K-12 school, higher education institution, state, tribal government, other government agency, healthcare organization, nonprofit organization and all other Public Agencies located nationally in all fifty states, issues this Request for Proposal (RFP) to result in a national contract.

For your reference, the links below include some, but not all, of the entities included in this proposal:
http://www.usa.gov/Agencies/State and Territories.shtml https://www.usa.gov/local-governments
A Regular Meeting of the Water Authority was held in the Council Chamber, Pico Rivera City Hall, 6615 Passons Boulevard, Pico Rivera, California.

Meeting was jointly held with the City Council and Water Authority. Items appear as listed on the combined agenda for the meeting of July 12, 2022.

Authority President Dr. Sanchez called the meeting to order at 6:04 p.m.

PRESENT: Camacho, Elias, Lara, Lutz, Sanchez
ABSENT: None
PUBLIC COMMENTS: None
PUBLIC HEARING: None
CONSENT CALENDAR:

Water Authority:

8. Minutes:
• Approved Water Authority regular meeting of June 28, 2022

9. Approve a Resolution for the Application to the Department of the Interior Bureau of Reclamation’s WaterSMART Grant Program – Water and Energy Efficiency Grants for Fiscal Year 2023. (700)

1. Approved Resolution No. 22-35 accepting the submittal of an application to the Department of the Interior, Bureau of Reclamation’s WaterSMART Grant Program: Water and Energy Efficiency Grants for fiscal year (FY) 2023; and

2. Authorized the Executive Director to execute all documents necessary to fulfill the duties and obligations under the grant.

Resolution No. 22-35 A RESOLUTION OF THE PICO RIVERA WATER

AUTHORITY APPROVING THE SUBMITTAL OF AN APPLICATION FOR THE U.S. DEPARTMENT OF THE INTERIOR, BUREAU OF

RECLAMATION, WATERSMART WATER AND ENERGY EFFICIENCY

GRANT PROGRAM FOR THE ADVANCE METERING INFRASTRUCTURE

PROJECT

10. Authorize Purchase of Advance Meter Infrastructure Water Meter Lids with Ferguson Waterworks. (700)
Tuesday, July 12, 2022
14 7-12-22 Water Minutes

1. Authorized the purchase of Water Meter Infrastructure (CIP No. 50072) from Ferguson Waterworks in the amount of $494,061 and authorized the Executive Director to execute an agreement in a form approved by the General Counsel.

Agreement No. 22-63
Motion by Vice President Lutz, seconded by Commissioner Lara to approve Consent Calendar Item Nos. 8 through 10. Motion carries by the following roll call vote:

AYES: Camacho, Elias, Lara, Lutz, Sanchez
NOES: None
CONSENT CALENDAR ITEMS PULLED FOR FURTHER DISCUSSION: None REGULAR AGENDA: None
ADJOURNMENT:

President Dr. Sanchez adjourned the Water Authority meeting at 8:47 p.m. There being no objection it was so ordered.

AYES: Camacho, Elias, Lara, Lutz, Sanchez
NOES: None
________________________________
Dr. Monica Sanchez, President
ATTEST:
________________________________
Anna M. Jerome, Authority Secretary
I hereby certify that the foregoing is a true and correct report of the proceedings of the Water Authority regular meeting dated July 12, 2022 and received and filed by the Water Authority on September 27, 2022.
_______________________________
Anna M. Jerome, Authority Secretary
To: President and Commissioners
From: Executive Director
Meeting Date: September 27, 2022
Subject: APPROVE AGREEMENT WITH AUTOMATED WATER
TREATMENT IN THE AMOUNT OF $113,032 FOR

CHLORINE DISINFECTANT TABLETS
Recommendation:

1. Approve agreement between the Pico Rivera Water Authority and Automated Water Treatment in the amount of $113,032 to provide chemical supplies including delivery services; and

2. Authorize the Executive Director to sign the agreement in a form approved by the General Counsel.

Fiscal Impact:

The fiscal year (FY) 2022-23 Adopted Budget includes sufficient funds for the purchase of chlorine disinfectant supplies (Account No. 550.40.4920-52210). No budget adjustment is necessary.

Discussion:

The Pico Rivera Water Authority (PRWA) currently uses the Accu-Tab System for chlorination of the potable water supply. This is a proprietary system that utilizes chlorine tablets that are dissolved to introduce chlorine into the water system.

Accu-Tab System is the only permit-approved chlorination method for disinfection of the PRWA’s water system. Since the system is proprietary, the tablets are available solely through authorized distributors. The letter from Axial Water Treatment Products, (a Westlake Chemical Company), for Accu-Tab System products attached hereto as Enclosure 2, indicates that the only authorized distributor in Southern California is “Automated Water Treatment,” located in Ontario, California. Automated Water Treatment provided a quote as the sole vendor from which the PRWA can purchase the chlorine tablets in accordance with PRMC 3.20.080.

The amount of chlorine tablets used depends on total annual water production. The average monthly cost is estimated to be $9,419 per month, including delivery and tax for a total annual cost of $113,032. The quote from Automated Water Treatment is for an 15 PICO RIVERA WATER AUTHORITY AGENDA REPORT – MEETING OF SEPTEMBER 27, 2022

APPROVE AGREEMENT WITH AUTOMATED WATER TREATMENT IN THE AMOUNT OF $113,032 FOR CHLORINE DISINFECTANT TABLETS

annual supply of chemical chlorine tablets with delivery required every two to three weeks depending on the time of the year. The quote is included as Exhibit A to the Vendor Agreement, both of which are attached hereto as Enclosure 1.

Staff has researched alternative chlorination systems that are not limited to sole source pricing for chemical product. The most feasible and economic system utilizes 12.5% liquid Sodium Hypochlorite with an estimated annual product cost of $70,000. However, the estimated capital cost to change to liquid is more than $600,000 for the installation of the equipment, tanks, and housing for this type of system, in addition to the engineering costs for design. Accu-Tab is the safer cleaner alternative to Sodium Hypochlorite, easier to handle, eliminates liquid spills and avoids clean up.

Conclusion:

It is the recommendation of PRWA staff that the water board approve this agreement with Automated Water Treatment in the amount of $113,032 for chemical supplies and delivery for use in the City’s Accu-Tab Chlorination Systems.

Steve Carmona
TR:AR:np
Enclosures: 1) Vendor Agreement/Exhibit A
2) Letter from Axial Water Treatment Products

PICO RIVERA WATER AUTHORITY

WATER OPERATIONS DIVISION

VENDOR AGREEMENT
Pico Rivera Water Authority Chemical Supplies
**************************************************************************************************** This "Agreement" is made on October 1, 2022 (“Effective Date”) by and between the Pico Rivera Water Authority ("PRWA") and Automated Water Treatment, a California sole proprietorship ("Vendor").

Vendor shall provide services in a reasonable and professional manner. Vendor represents that they are trained and qualified to provide the services as required by this Agreement.

Services description: Provide Chemical Supplies (“Goods”) of the type specified in Vendor's proposal, attached hereto as Exhibit A and incorporated herein by this reference. Vendor warrants that all goods provided under this Agreement are suitable for the purposes in which they are intended and are of a quality consistent with the customary standards of the industry. In the event of any conflict between Vendor's proposal and this Agreement, the provisions of this Agreement shall control.

The Term of this Agreement shall commence upon the Effective Date of this Agreement and expire on October 1, 2025. The Term of this Agreement may be extended for two (2) additional one-year optional extension periods, upon the mutual, written agreement of the Parties.

Location: 9633 Beverly Rd, Pico Rivera CA 90660
Vendor shall deliver material on the following date: Various dates on request The Parties agree and understand that Vendor is not an employee of PRWA but shall be solely an independent contractor acting under the terms and conditions set forth herein.

Vendor reserves the right to determine the assignment of its own employees to the performance of this Agreement. Vendor shall have no power to incur any debt, obligation, or liability on behalf of PRWA or otherwise to act on behalf of PRWA as an agent. Neither PRWA nor any of its officers, employees or agents shall have control over the conduct of Vendor or any of Vendor's employees, except as set forth in this Agreement. Vendor shall not at any time represent that it is, or that any of its agents or employees are, in any manner employees of PRWA. Vendor shall be solely responsible for all federal and state income taxes and any other applicable taxes. Vendor shall not be an employee of PRWA for Workers Compensation or any other purposes and shall not receive Unemployment Insurance benefits, Social Security coverage or other employee benefits.

Vendor understands and agrees that Vendor shall not be an employee of PRWA as defined in the California Labor Code.

ENCLOSURE 1
15a
Vendor Agreement

AUTOMATED WATER TREATMENT

PRWA agrees to pay Vendor an amount not to exceed One Hundred Fourteen Thousand Dollars, ($114,000.00) in accordance with the unit prices indicated on Exhibit A. Prior to each anniversary of the Effective Date of this Agreement, the unit prices included in Exhibit A shall increase by an amount equal to the percent change in the Consumer Price Index for Los Angeles, Riverside-Orange County, as compared to the prior year. In no event shall any annual increase to the unit prices based on CPI exceed three percent (3%). Vendor shall not be entitled to any additional reimbursement or payment from PRWA.

PRWA may terminate this Agreement at any time, with or without cause, by giving thirty (30) days prior written notice of such termination to Vendor, and by specifying the effective date thereof. If this Agreement is terminated by PRWA as provided herein, Vendor shall be paid for the goods satisfactorily delivered to PRWA as of the date of termination. In no event shall the amount paid by PRWA exceed the amount which would be paid Vendor for the full provision of services under this Agreement.

Vendor shall obtain a business license from the City of Pico Rivera prior to commencing performance under this Agreement. Vendor shall defend, indemnify, and hold harmless the PRWA, its officials, and every officer, employee and agent of PRWA (collectively "PRWA Parties") from any claim, liability or financial loss (including, without limitation, attorneys' fees and costs), injuries to property or persons (including without limitation, attorneys' fees and costs) arising out of any acts or omissions of Vendor, its officials, officers, employees or agents in connection with the performance of this Agreement, except for such claim, liability or financial loss or damage arising from the sole negligence or willful misconduct of the PRWA Parties, as determined by judicial decision or by the agreement of the Parties.

Vendor shall defend PRWA Parties, with counsel of PRWA's choice, at Vendor's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against the PRWA Parties. Vendor shall reimburse the PRWA Parties for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Vendor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Vendor or the PRWA Parties. All duties of Vendor under this Section shall survive termination of this Agreement.

If a Party commences any legal, administrative, or other action against the other Party, arising out of or in connection with this Agreement, the prevailing Party in such action shall be entitled to have and recover from the losing Party, all of its attorneys' fees and other costs incurred in connection therewith, in addition to such other relief as may be sought and awarded.

This Agreement represents the entire integrated agreement between PRWA and Vendor, and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both PRWA and Vendor.

The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California. Any litigation concerning this Agreement shall take Vendor Agreement

AUTOMATED WATER TREATMENT

place in the superior or federal district court with geographic jurisdiction over the Pico Rivera Water Authority.

The terms and provisions of this Agreement shall prevail over any inconsistent, conflicting, or contrary terms or provisions contained in any exhibit to this Agreement.

EXHIBIT A IS ATTACHED HERETO AND INCORPORATED HEREIN BY THIS

REFERENCE

SIGNATURES ON NEXT PAGE
Vendor Agreement

AUTOMATED WATER TREATMENT

This writing constitutes the entire Agreement between PRWA and Vendor and may be amended only by written mutual agreement. THIS CONTRACT MUST BE SIGNED AND

RETURNED TO THE PUBLIC WORKS DEPARTMENT OFFICE PRIOR TO THE START OF THE CONTRACT SERVICE. PAYMENT MAY BE WITHHELD FOR ANY SERVICES PERFORMED PRIOR TO THE EXECUTION OF THIS CONTRACT.

PICO RIVERA WATER

AUTHORITY

STEVE CARMONA
DATE
Executive Director
VENDOR
Vendor Signature DATE
Its:
___________________________________
__
Address
City State Zip
Telephone Number
ATTEST:

ANNA M. JEROME
DATE
Authority Secretary

APPROVED AS TO FORM
ARNOLD M.

ALVAREZGLASMAN DATE
General Counsel

EXHIBIT A
(VENDOR’S PROPOSAL)
Automated Water Treatment
1457 E. Philadelphia St
Unit 19
Ontario, Ca 91761
(909)287-9576
Estimate
ESTIMATE #
571
DATE
8/29/2022

BILL TO
City Of Pico Rivera
Attn: Adrian Rodriguez
Accounting Division
P.O. Box 1016
Pico Rivera, Ca 90660-1016

ITEM DESCRIPTION QTY RATE AMOUNT
Calcium
Hypochlorite
Tablets
60 lb bucket of Accu-Tab 3" Calcium Hypochlorite Tablets with scale inhibitor
528 180.00 95,040.00T
Shipping 22 375.00 8,250.00
Thank you for your business! Subtotal 103,290.00

10.25% Tax 9,741.60
Total 113,031.60
Axiall Water Treatment Products
Sole Source Authorized Dealer / Distributor Letter: Accu-Tab® and Acid Rite ® Products To Whom It May Concern:

This letter is intended to explain Westlake Chemical’s distribution practices through its authorized Dealer network for Accu-Tab® products. Westlake Chemical is the sole manufacturer for Accu-Tab products made in the USA.

Westlake Chemical’s Authorized Dealer network has been appointed to sell, maintain and provide warranty services for Accu-Tab products. Authorized Dealers receive training in system specification, installation and ongoing service and repair. All Westlake warranties for Accu-Tab products are administered through its Authorized Dealer Network.

Accu-Tab PowerPro® Equipment Systems and Accu-Tab chlorinators are NSF certified for use with the manufactures recommended chemical in industrial applications. The use of any chemical other than the manufactures recommended chemical in the PowerPro system and Accu-Tab chlorinaor voids the NSF Listing and Westlake warranties. All PowerPro Equipment Systems and Accu-Tab chlorinators replacement parts are available only through Westlake’s Authorized Dealer Network.

In Southern California, Westlake Chemical’s sole Authorized Dealer for industrial Accu-Tab products including Accu-Tab SI 3” tablets, Accu- Tab Power Pro Equipment Systems and Accu-Tab Chlorinators is Automated Water Treatment of Ontario, CA. Additional questions and concerns can be directed to Westlake Chemical.

John R Fisher
Regional Manager
Axial Water Treatment Products, a Westlake Company.
[email protected]
303-921-6684
Automated Water Treatment of Ontario, CA.
15b
Enclosure 2

To: President and Commissioners
From: Executive Director
Meeting Date: September 27, 2022
Subject: ON-CALL EMERGENCY WATER SYSTEM REPAIR
SERVICES – AWARD PROFESSIONAL SERVICES

AGREEMENTS
Recommendation:

1. Award a Professional Services Agreement for a term of three (3) years in the total amount not-to-exceed $2,000,000 to W.A. Rasic Construction Company, Inc. to provide on-call emergency water system repair services;

2. Award a Professional Services Agreement for a term of three (3) years in the total amount not-to-exceed $2,000,000 to Stephen Doreck Equipment Rentals, Inc. to provide on-call emergency water system repair services; and

3. Authorize the Executive Director to execute the agreements in a form approved by the City Attorney.

Fiscal Impact:

The contract amount for each company is not-to-exceed $2,000,000 for a term of three (3) years for professional emergency repair services. The Engineering Division will process purchase orders (PO) on an as-needed basis with the selected companies to provide water system emergency repair services. Sufficient funding is currently appropriated in the Water Authority (Fund 550), fiscal year (FY) 2022-23 budget within account 550.40.4920-54500 for unanticipated emergencies.

Discussion:

The Public Works Department, Field Operations Division, is responsible for overseeing the maintenance of water systems throughout the City. On June 28, 2022, a Request for Proposals (RFP) was posted on PlanetBids.com, accessible through the City’s website. On July 19, 2022, the City received proposals from two (2) companies in response to the RFP. A panel of three (3) staff members from the Public Works Department independently reviewed and scored the proposals submitted by each company based on the qualifications-based criteria prescribed in the RFP, as follows:
16 WATER AUTHORITY AGENDA REPORT – MEETING OF SEPTEMBER 27, 2022 ON-CALL EMERGENCY WATER SYSTEM REPAIR SERVICES – AWARD
PROFESSIONAL SERVICES AGREEMENTS Page 2 of 2
Company Name Ranking Score
W.A. Rasic Construction Company, Inc. 88
Stephen Doreck Equipment Rentals, Inc. 85
In order to maximize the City’s flexibility and promote competition, staff recommends to award separate contracts to both qualified companies to provide the necessary emergency repair services.

Services to be provided will consist of emergency water system construction services, including contractor’s project management, community-outreach notification, construction surveying, utility construction coordination, construction of repairs and asbuilt construction documentation. The services will be provided on an as-needed basis.

The City reserves the right to assign projects to each of the companies at its sole discretion based on project requirements, as well as the availability of each company.

Selection of a company does not necessarily guarantee the award of work of any specific value.

Conclusion:

The selected qualified companies will be available to provide emergency water system repair services on an as-needed basis, at a variety of unforeseen locations. These companies may be contacted during the term of the agreement to provide a fee proposal for individual repairs.

Steve Carmona
SC:TR:MA:np
Enclosures: 1) Agreement - W.A. Rasic Construction Company, Inc. 2) Agreement - Stephen Doreck Equipment Rentals, Inc.

AGREEMENT NO. _______

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE PRWA OF PICO RIVERA AND
W.A. RASIC CONSTRUCTION COMPANY, INC.

1. IDENTIFICATION
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into by and between the Pico Rivera Water Authority, a California municipal corporation (“PRWA”) and W.A. Rasic Construction Co., Inc. (“Contractor”). PRWA and Contractor are sometimes hereinafter individually referred to as a “Party” and collectively referred to as “Parties.”

2. RECITALS

2.1 PRWA has determined that it requires professional services from a contractor to provide On-Call Emergency Water System Repair Services.

2.2 Contractor represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees. Contractor further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the performance by the Parties of the mutual covenants and conditions herein contained, the Parties hereto agree as follows:

3. DEFINITIONS

3.1 “Scope of Services” Such professional services as are set forth in the Contractor’s July 19, 2022, proposal to PRWA attached hereto as Exhibit “A” and incorporated herein by this reference.

3.2 “Approved Fee Schedule” Such compensation rates as are set forth in the Contractor’s July 19, 2022, proposal to PRWA attached hereto as Exhibit “B.”

3.3 “Commencement Date”: September 27, 2022

3.4 “Expiration Date”: September 27, 2025

4. TERM
The Term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall expire at 11:59 p.m. on the Expiration Date unless extended by written agreement of the Parties or terminated in accordance with Section 22 below.

ENCLOSURE 1
16a
Professional Services Agreement
W.A. RASIC CONSTRUCTION COMPANY, INC.

5. CONTRACTOR’S SERVICES

5.1 Contractor shall perform the services identified in the Scope of Services.

PRWA shall have the right to request, in writing, changes in the Scope of Services.

Any such changes mutually agreed upon by the Parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this Agreement. In no event shall the total compensation and costs payable to Contractor under this Agreement exceed the sum of Two Million Dollars ($2,000,000.00) unless specifically approved in advance, in writing, by PRWA.

5.2 Contractor shall perform all work to the highest professional standards of Contractor’s profession and in a manner reasonably satisfactory to PRWA.

5.3 Contractor shall implement and maintain activity specific Best Management Practices (BMPs) to prevent pollutant loading from stormwater and nonstormwater discharges to receiving waters as required in Municipal NPDES Permit No.

CAS004004. Contracting staff whose primary job duties are related to implementation of BMPs shall be adequately trained to effectively implement, operate, and maintain such BMPs and must be versed in factors affecting BMP effectiveness. Contractor shall certify they have received all applicable training to implement the requirements in Municipal NPDES Permit No. CAS004004 and shall provide documentation to that effect.

6. COMPENSATION

6.1 PRWA agrees to compensate Contractor for the services provided under this Agreement, and Contractor agrees to accept in full satisfaction for such services, payment in accordance with the Approved Fee Schedule.

6.2 Contractor shall submit to PRWA an invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within ten (10) business days of receipt of each invoice, PRWA shall notify Contractor in writing of any disputed amounts included on the invoice. Within thirty (30) calendar days of receipt of each invoice, PRWA shall pay all undisputed amounts included on the invoice. PRWA shall not withhold applicable taxes or other authorized deductions from payments made to Contractor.

6.3 Payments for any services requested in writing by PRWA and not included in the Scope of Services shall be made to Contractor by PRWA on a timeand-materials basis using Contractor’s standard fee schedule. Fees for such additional services shall be paid within sixty (60) days of the date Contractor issues an invoice to PRWA for such services.

Professional Services Agreement
W.A. RASIC CONSTRUCTION COMPANY, INC.

7. BUSINESS LICENSE
Contractor shall obtain a PRWA business license prior to commencing performance under this Agreement.

8. COMPLIANCE WITH LAWS
Contractor shall keep informed of State, Federal and Local laws, ordinances, codes and regulations that in any manner affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. The Contractor shall at all times comply with such laws, ordinances, codes and regulations. Without limiting the generality of the foregoing, if Contractor is an out-of-state corporation or LLC, it must be qualified and registered to do business in the State of California pursuant to sections 2105 and 17708.02 of the California Corporations Code. The PRWA, its officers and employees shall not be liable at law or in equity occasioned by failure of Contractor to comply with this Section.

9. CONFLICT OF INTEREST
Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Contractor under this Agreement, or which would conflict in any manner with the performance of its services hereunder. During the term of this Agreement, Contractor shall not perform any work for another person or entity for whom Contractor was not working at the Commencement Date if both: (i) such work would require Contractor to abstain from a decision under this Agreement pursuant to a conflict-of-interest statute; and (ii) PRWA has not consented in writing prior to Contractor’s performance of such work.

10. PERSONNEL
Contractor represents that it has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Contractor or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Contractor reserves the right to determine the assignment of its own employees to the performance of Contractor’s services under this Agreement, but PRWA reserves the right, for good cause, to require Contractor to exclude any employee from performing services on PRWA’s premises.

Walter A. Rasic, Jr., Vice President, shall be Contractor’s Project Administrator and shall have direct responsibility for management of Contractor’s performance under this Agreement. No change shall be made in Contractor’s Project Administrator without PRWA’s prior written consent.

Professional Services Agreement
W.A. RASIC CONSTRUCTION COMPANY, INC.

11. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material (“written products”) developed by Contractor in the performance of this Agreement shall be and remain the property of PRWA without restriction or limitation upon its use or dissemination by PRWA.

Contractor may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by Contractor. If any state, federal, or local law requires mandatory copyright protection for Contractor’s work product, PRWA shall comply with such laws to the extent feasible.

12. INDEPENDENT CONTRACTOR

12.1 Contractor is, and shall at all times remain as to PRWA, a wholly independent contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of PRWA or otherwise to act on behalf of PRWA as an agent.

Neither PRWA nor any of its officers, employees or agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as set forth in this Agreement. Contractor shall not at any time represent that it is, or that any of its agents or employees are, in any manner employees of PRWA.

12.2 The Parties further acknowledge and agree that nothing in this Agreement shall create or be construed to create a partnership, joint venture, employment relationship, joint-employer relationship, or any other relationship between Contractor or Contractor’s employees except as set forth in this Agreement.

12.3 PRWA shall have no direct or indirect control over Contractor’s employees or sub-contractors with respect to wages, hours, and working conditions.

In addition, PRWA shall not deduct from the Compensation paid to Contractor any sums required for Social Security, withholding taxes, FICA, state disability insurance or any other federal, state or local tax or charge which may or may not be in effect or hereinafter enacted or required as a charge or withholding on the compensation paid to Contractor, Contractor’s employees or subcontractors. PRWA shall have no responsibility to provide Contractor, its employees or subcontractors with workers’ compensation insurance or any other insurance.

12.4 The Parties further acknowledge the following: (i) that Contractor shall provide the services outlined in the Scope of Services directly to PRWA; (ii) Contractor maintains a business location at the address listed under Section 20 that is separate and distinct from the PRWA; (iii) Contractor contracts with other businesses to provide the same or similar services and maintains a clientele without restriction from the PRWA; (iv) Contractor advertises and holds itself out to the public as available to provide the same or similar services; (v) unless otherwise specified in this Agreement, Contractor provides its own tools, vehicles, and equipment necessary for performing the Scope of Services; (vi) Contractor has proposed and negotiated its own rates; and Professional Services Agreement
W.A. RASIC CONSTRUCTION COMPANY, INC.

(vii) consistent with the nature and demands of the project and the PRWA’s business hours, Contractor may set its own hours and location of work.

13. CONFIDENTIALITY
All data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without prior written consent by PRWA. PRWA shall grant such consent if disclosure is legally required. Upon request, all PRWA data and any copies thereof shall be returned to PRWA upon the termination or expiration of this Agreement.

14. NON-LIABILITY OF PRWA OFFICIALS AND EMPLOYEES
No official or employee of the PRWA shall be personally liable to Contractor in the event of any default or breach by PRWA, or for any amount which may become due to Contractor.

15. INDEMNIFICATION

15.1 The Parties agree that PRWA, its officers, agents, elected and appointed officials, employees, affiliated public agencies and volunteers should, to the extent permitted by law, be fully protected from any loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to PRWA. Contractor acknowledges that PRWA would not enter into this Agreement in the absence of Contractor’s commitment to indemnify and protect PRWA as set forth herein.

Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

15.2 To the full extent permitted by law, Contractor shall indemnify, hold harmless and defend PRWA, its officers, agents, elected and appointed officials, employees, affiliated public agencies and volunteers from and against any and all claims, demands, lawsuits, causes of action, losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from or arising out of any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Contractor or any of its officers, employees, servants, agents, or subcontractors in the performance of this Agreement. Such costs and expenses shall Professional Services Agreement
W.A. RASIC CONSTRUCTION COMPANY, INC.

include reasonable attorneys’ fees incurred by counsel of PRWA’s choice and expert witness fees and consultant fees. Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

15.3 PRWA shall have the right to offset against the amount of any compensation due Contractor under this Agreement any amount due PRWA from Contractor as a result of Contractor’s failure to pay PRWA promptly any indemnification arising under this Section 15 or related to Contractor’s failure to either: (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.

15.4 The obligations of Contractor under this Section 15 will not be limited by the provisions of any workers’ compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to PRWA, its officers, agents, employees, and volunteers.

15.5 Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 15 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. In the event Contractor fails to obtain such indemnity obligations from others as required herein, Contractor agrees to be fully responsible and indemnify, hold harmless and defend PRWA, its officers, agents, elected and appointed officials, employees, affiliated public agencies and volunteers from and against any and all claims, demands, lawsuits, causes of action, losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from or arising out of any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Contractor’s subcontractors or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of PRWA’s choice and expert witness fees and contractor fees.

15.6 PRWA does not, and shall not, waive any rights that it may possess against Contractor because of the acceptance by PRWA, or the deposit with PRWA, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

Professional Services Agreement
W.A. RASIC CONSTRUCTION COMPANY, INC.

15.7 PERS ELIGIBILITY INDEMNITY. In the event that Contractor or any employee, agent, or subcontractor of Contractor, providing services under this Agreement, claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the PRWA, Contractor shall indemnify, defend, and hold harmless PRWA for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of PRWA.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by PRWA, including but not limited to eligibility to enroll in PERS as an employee of PRWA and entitlement to any contribution to be paid by PRWA for employer contribution and/or employee contributions for PERS benefits.

16. INSURANCE

16.1 During the Term of this Agreement, Contractor shall carry, maintain, and keep in full force and effect insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with Contractor’s performance of this Agreement. Such insurance shall be of the types and in the amounts as set forth below:

16.1.1 Comprehensive general liability, and Umbrella or Excess Liability Insurance covering all operations by or on behalf of Contractor providing insurance for bodily injury liability and property damage liability for the following and including coverage for:

16.1.1.1 Premises, operations, and mobile equipment

16.1.1.2 Products and completed operations

16.1.1.3 Broad form property damage (including completed operations)

16.1.1.4 Explosion, collapse, and underground hazards

16.1.1.5 Personal Injury

16.1.1.6 Contractual liability
Professional Services Agreement
W.A. RASIC CONSTRUCTION COMPANY, INC.

in the amount of One Million Dollars ($1,000,000) per
occurrence combined single limit; Two Million Dollars
($2,000,000) aggregate for products/completed operation; Two Million Dollars ($2,000,000) general aggregate (General aggregate must apply separately to Contractor’s work under this Agreement.); and Five Million Dollars ($5,000,000) umbrella or excess liability.

16.1.2 Automobile Liability Insurance for owned, hired and non-owned vehicles utilized by Contractor, its employees, or subcontractors, in the amount of One Million Dollars ($1,000,000) per accident for bodily injury and property damage.

16.1.3 Worker’s Compensation Insurance as required by the laws of the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than One Million Dollars ($1,000,000) per accident for bodily injury or disease.

16.1.4 Professional Liability Insurance against errors and omissions in the performance of the work under this Agreement with coverage limits of not less than One Million Dollars ($1,000,000) per occurrence of claim/ Two Million Dollars ($2,000,000) in the aggregate.

16.2 Contractor shall require each of its subcontractors, if any, to maintain insurance coverage that meets all of the requirements of this Agreement.

16.3 The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least A:VII in the latest edition of Best’s Insurance Guide.

16.4 Contractor agrees that if it does not keep the aforesaid insurance in full force and effect, PRWA may either: (i) immediately terminate this Agreement; or (ii) take out the necessary insurance and pay, at Contractor’s expense, the premium thereon.

16.5 At all times during the term of this Agreement, Contractor shall maintain on file with PRWA’s Risk Manager, a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts and, for the general liability and automobile liability policies, naming the PRWA as an additional insured.

Contractor shall, prior to commencement of work under this Agreement, file with PRWA’s Risk Manager such certificate(s).

16.6 Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall provide such proof to PRWA at least two weeks prior to the expiration of the coverages.

Professional Services Agreement
W.A. RASIC CONSTRUCTION COMPANY, INC.

16.7 The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming PRWA, its officers, employees, agents, and volunteers as additional insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty days’ prior written notice to PRWA. Contractor agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

16.8 The general liability and automobile policies of insurance provided by Contractor shall be primary to any coverage available to PRWA. Any insurance or selfinsurance maintained by PRWA, its officers, employees, agents or volunteers, shall be in excess of Contractor’s insurance and shall not contribute with it.

16.9 All insurance coverage provided pursuant to this Agreement shall not prohibit Contractor, and Contractor’s employees, agents or subcontractors, from waiving the right of subrogation prior to a loss. Contractor hereby waives all rights of subrogation against the PRWA.

16.10 Any deductibles or self-insured retentions must be declared to and approved by the PRWA. At the option of PRWA, Contractor shall either reduce or eliminate the deductibles or self-insured retentions with respect to PRWA, or Contractor shall procure a bond guaranteeing payment of losses and expenses.

16.11 Procurement of insurance by Contractor shall not be construed as a limitation of Contractor’s liability or as full performance of Contractor’s duties to indemnify, hold harmless and defend under Section 15 of this Agreement.

16.12 If Contractor maintains broader coverage and/or higher limits than the minimums shown above, the PRWA requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the PRWA.

17. MUTUAL COOPERATION

17.1 PRWA shall provide Contractor with all pertinent data, documents, and other requested information as is reasonably available to PRWA for the proper performance of Contractor’s services under this Agreement.

17.2 In the event any claim or action is brought against PRWA relating to Contractor’s performance in connection with this Agreement, Contractor shall render any reasonable assistance that PRWA may require.

Professional Services Agreement
W.A. RASIC CONSTRUCTION COMPANY, INC.

18. RECORDS AND INSPECTIONS
Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three years after the expiration or termination of this Agreement. PRWA shall have the right to access and examine such records, without charge, during normal business hours. PRWA shall further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

19. PERMITS AND APPROVALS
Contractor shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary in the performance of this Agreement. This includes, but shall not be limited to, encroachment permits and building and safety permits and inspections.

20. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile, email, or overnight courier service during Contractor’s and PRWA’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the Parties may, from time to time, designate in writing).

If to PRWA: If to Contractor:

Steve Carmona, Executive Director
Pico Rivera Water Authority
PO Box 1016
6615 Passons Blvd.

Pico Rivera, California 90660-1016
Facsimile: (562) 801-4765
Walter A. Rasic, Jr., Vice President
W.A. Rasic Construction Co., Inc.
4150 Long Beach Blvd.

Long Beach, CA 90807
Facsimile: 562-928-7339

With a courtesy copy to:

Arnold M. Alvarez-Glasman, PRWA
Attorney
Alvarez-Glasman & Colvin
13181 Crossroads Parkway North
Suite 400 - West Tower
Professional Services Agreement
W.A. RASIC CONSTRUCTION COMPANY, INC.

PRWA of Industry, CA 91746
Facsimile: (562) 692-2244

21. SURVIVING COVENANTS
The Parties agree that the covenants contained in Sections 13, 15 and Paragraph 17.2 of Section 17, of this Agreement shall survive the expiration or termination of this Agreement.

22. TERMINATION

22.1. PRWA shall have the right to terminate this Agreement for any reason on five (5) calendar days’ written notice to Contractor. Contractor shall have the right to terminate this Agreement for any reason on sixty (60) calendar days’ written notice to PRWA. The effective date of termination shall be upon the date specified in the notice of termination. Contractor agrees that in the event of such termination, PRWA’s obligation to pay Contractor shall be limited to payment only for those services satisfactorily rendered, as solely determined by the PRWA, prior to the effective date of termination. Contractor agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All PRWA data, documents, objects, materials, or other tangible things shall be returned to PRWA upon the termination or expiration of this Agreement.

22.2 If PRWA terminates this Agreement due to no fault or failure of performance by Contractor, then Contractor shall be paid based on the work satisfactorily performed, as solely determined by the PRWA, at the time of termination.

In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the services required by this Agreement.

23. ASSIGNMENT
Contractor shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without PRWA’s prior written consent, and any attempt to do so shall be void and of no effect. PRWA shall not be obligated or liable under this Agreement to any Party other than Contractor.

24. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY

24.1 In the performance of this Agreement, Contractor shall not discriminate against any employee, subcontractor, or employment applicant because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation. Contractor will take affirmative action to ensure that subcontractors, employees, and employment applicants are treated without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.

Professional Services Agreement
W.A. RASIC CONSTRUCTION COMPANY, INC.

24.2 Contractor will, in all solicitations or advertisements for employees placed by or on behalf of Contractor state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.

24.3 Contractor will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials.

25. WARRANTIES

25.1 Each Party has received independent legal advice from its attorneys with respect to the advisability of entering into and executing this Agreement, or been provided with an opportunity to receive independent legal advice and has freely and voluntarily waived and relinquished the right to do so. Each Party who has not obtained independent counsel acknowledges that the failure to have independent legal counsel will not excuse such Party’s failure to perform under this Agreement.

25.2 In executing this Agreement, each Party has carefully read this Agreement, knows the contents thereof, and has relied solely on the statements expressly set forth herein and has placed no reliance whatsoever on any statement, representation, or promise of any other party, or any other person or entity, not expressly set forth herein, nor upon the failure of any other party or any other person or entity to make any statement, representation or disclosure of any matter whatsoever.

25.3 It is agreed that each Party has the full right and authority to enter into this Agreement, and that the person executing this Agreement on behalf of either Party has the full right and authority to fully commit and bind such Party to the provisions of this Agreement.

26. CAPTIONS

26.1 The captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the section or paragraph thereof, as the case may be, and not such heading, shall control and govern in the construction of this Agreement.

26.2 Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s).

27. NON-WAIVER
Professional Services Agreement
W.A. RASIC CONSTRUCTION COMPANY, INC.

27.1 The waiver by PRWA or Contractor of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or of any subsequent breach of the same or any other term, covenant or condition herein contained. In no event shall the making by PRWA of any payment to Contractor constitute or be construed as a waiver by PRWA of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by PRWA shall in no way impair or prejudice any right or remedy available to PRWA with regard to such breach or default. No term, covenant or condition of this Agreement shall be deemed to have been waived by PRWA or Contractor unless in writing.

27.2 Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance of the exercise by any Party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such Party of any of all of such other rights, powers or remedies.

27.3 Contractor shall not be liable for any failure to perform if Contractor presents acceptable evidence, in PRWA’s sole judgment, that such failure was due to causes beyond the control and without the fault or negligence of Contractor.

28. COURT COSTS AND ATTORNEY FEES
In the event legal action shall be necessary to enforce any term, covenant or condition herein contained, the Party prevailing in such action, whether reduced to judgment or not, shall be entitled to its reasonable court costs, including accountants’ fees and expert witness fees, if any, and attorneys’ fees expended in such action. The venue for any litigation shall be Los Angeles County, California.

29. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to, the extent necessary to cure such invalidity or unenforceability, and in its amended form shall be enforceable. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

30. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of California.

Professional Services Agreement
W.A. RASIC CONSTRUCTION COMPANY, INC.

31. COUNTERPARTS
This Agreement may be signed in any one or more counterparts all of which taken together shall be but one and the same Agreement. Any signed copy of this Agreement or of any other document or agreement referred to herein, or copy or counterpart thereof, delivered by facsimile or email transmission, shall for all purposes be treated as if it were delivered containing an original manual signature of the Party whose signature appears in the facsimile or email and shall be binding upon such Party in the same manner as though an originally signed copy had been delivered.

32. ENTIRE AGREEMENT
All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between PRWA and Contractor with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the Parties. Amendments hereto or deviations herefrom shall be effective and binding only if made in writing and executed by PRWA and Contractor.

TO EFFECTUATE THIS AGREEMENT, the Parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. “PRWA” “CONTRACTOR”
PICO RIVERA WATER AUTHORITY W.A. Rasic Construction Co., Inc.

______________________________ ___________________________________ Steve Carmona, PRWA Manager Walter A. Rasic, Jr., Vice President Dated: ________________________ Dated: _____________________________ ATTEST: APPROVED AS TO FORM:
___________________________ ___________________________________ Anna M. Jerome, PRWA Clerk Arnold M. Alvarez-Glasman, PRWA Attorney

EXHIBIT A

SCOPE OF SERVICES
Request for Proposals (RFP)
For On-Call Emergency Water System, Storm
Drain System and Sewer System Repair Services
Submitted by:

W.A. Rasic Construction Company, Inc.
4150 Long Beach Blvd., Long Beach, CA 90807
Phone: (562) 928-6111 | Fax: (562) 928-7339
Contact:Shane Sato – Division Manager
Email: [email protected]
Proposal Submission Date:

Tuesday, July 19, 2022 @ 2:00 PM

EXHIBIT A
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-RKQ3RHKOHU__-SRHKOHU#URZODQGZDWHUFRP Safety Director – Richard Sahagun
Safety Officer - John Emerson
Division Manager – Shane Sato
Superintendent – Bob Fraijo
Project Manager – Matt Grimaldi
W. A. Rasic Construction Co., Inc.

Key Personnel
Safety Officer – Mike Lee
Project Engineer – Steven Boyer
Project Engineer – Robert Beyer
Project Engineer – Andy Nemes
Project Manager – Keith Fouts
Project Manager – Manuel Christobal
Superintendent – Humberto Bobadilla
Superintendent – Bryan Kier
Superintendent – Dustin Gordon
Project Director – David Lee
Los Angeles World Airport – Central Utility Replacement Project Project principal / estimator responsible for proposal development, overall coordination of project team and design coordination. Project involves the installation of approximately 4.1 miles of welded steel chilled & hot water supply & return lines ranging in size from 4” to 36” diameter, 13 cast in place mechanical vaults (largest vault 24’ 24’ x 14‘ deep), 1 mile of ductile iron fire water piping ranging in size from 6” to 24”, 1 mile of 10” reclaimed water piping, 1 mile of 12” domestic water piping, 17 miles of power & communication conduit, 25 pre-cast vaults, for power & communication systems multiple casing jack & bores with depth to 22’ (tunneling under World Way to feed the new Tom Bradley Terminal), connections of utilities to existing terminals, extensive traffic & extensive pedestrian control measures as well as restoration of related pavement and surface features. Shoring for joint trench and tunneling/ jack & bore pits were predominantly beam & plate shoring. Note some joint trenches were 19.5’ wide and 18’ in depth, with significant supporting of utilities being noticed. All work was performed as part of the new Central Utility Plant (CUP) in the worlds 6th busiest airport. Project also saw W. A.

Rasic Construction performing Building Information Modeling (BIM) in house for all portions of the underground work.

Orange County Public Works, SARI Relocation – Mainline (including Metering Station), Yorba Linda, CA
Project principal responsible for development of design changes and value engineering. This project involves the installation of 20,630-lf of 54" FRP Sewer and associated structures along the Santa Ana River to replace the aging 42” Santa Ana River Interceptor sewer. Open cut installations range from 11' to 30' deep along existing levee roads. There is also 2,808-lf of 84” RCP Casing installed via Slurry Microtunneling method, up to ten tunneling shafts at depths to 70' deep, concrete inlet and outlet structures, and a below ground metering station. The project also requires a dewatering system with wells spaced every 50’ discharging 1.5 million gallons of water per day. This highly orchestrated project includes mitigation measures for wild life, native plants and birds, bicyclists, and campers within the project site.

EMWD Sewer Improvement Program, Temecula & San Jacinto, CA Project principal / estimator responsible for proposal development, overall coordination of project team and design coordination on two emergency Design Build sewer main replacement projects which involved replacing / upsizing some 20,000 lf or pipe and construction of extensive bypassing systems. Also, constructed 8,000 lf of 24” & 27” pipe via micro-tunneling installation method, at depths up to 33’. Utilized extensive beam & plate shoring on this project to facilitate the work effort.

EDUCATION
BS/Construction Engineering
California State University, Long
Beach, 1992
California Institute of Technology
SVC—CE Program
AA/General Education
Hartnell College, 1989

MEMBERSHIPS/CERTIFICATIONS
SVC Project Management Certified
American Water Works Association
(AWWA)
Southern California Water Utilities
Association
TENURE
35 Years
David P. Lee Vice President—Project Director
David has 35 years of experience ranging from pipelines and treatment plants to roadways and underground utilities. His synergistic management expertise is based on his working “both sides of the desk: in construction and design having spent many years as a tradesman. David has served as a Project Principal, Project Manager, and Estimator for projects ranging from $5,00 water services to $90 million design build efforts. Highly skilled at multitasking, he manages and/ or supervises the company’s 4 different Divisions.

PROFESSIONAL EXPERIENCE
RWD, Reclaimed Water System Development (Modified Design / Build), Industry, CA Project principal / estimator responsible for proposal development, overall coordination of project team, design coordination, coordination with five governing agencies and maintaining client relations for multiyear development of reclaimed water system. Project saw installation of some 80,000 linear feet of piping ranging in size from 6” DIP to 36” steel CML x C and associated appurtenances. Piping installed using open-cut method and jack and bore method (with excavation depths to 36 feet) along with some piping being installed on bridges. Project involved extensive traffic control measures extensive dewatering wherein groundwater was extracted, treated, and then pumped into the completed section of RW pipeline for use. Pavement and other surface features were also restored in conjunction with pipeline installation.

Disney Resort 12KV Power Upgrade Project, Anaheim, CA
Project principal / estimator responsible for proposal development, overall coordination of project team and maintaining client relations for this project involving the installation of over 10,000 lf of 12kv duct bank to depths of 18’, utilization of numerous shoring methods, placement of 17 precast structures and extensive pavement restoration .

This project will serve as the backbone power feed for the expansion of Disney Resorts California Adventure (2009- 2012). Project also saw major coordination efforts to ensure no disruption with park activities while fielding over 70 team members and 60 pieces of equipment to perform construction.

Metropolitan Water District Colorado River Aqueduct Rehabilitation, Parker AZ to Hemet CA Project principal responsible for schedule development, overall coordination of project team and maintaining client relations for this $11 million Dollar rehabilitation of the 242 mile Colorado River Aqueduct. Project saw W. A. Rasic Construction complete some 70% of all work in a single shut down period of three weeks. Fielding some 250 team members, W. A. Rasic Construction dewatered in excess of 150 million gallons of water from the aqueduct to facilitate installation of 50 mechanical blow-off assemblies, abandonment of 27 transition drains, rehabilitation of two aqueduct radial gates and installation of flow metering system at Cooper Basin inlet tunnel. Note project was completed early avoiding $ 72,000 per day liquidated damages.

CVWD San Bernardino Mountain Pipeline, Rancho Cucamonga, CA Project principal / estimator responsible for estimate, oversight and value engineering of this $7 million pipeline conveyance system. Project consisted of installing over 40,000-ft of HDPE piping (majority of work being in environmentally sensitive areas) rehabilitation of collection tunnels, construction of 2.5 miles of access roads and construction of landing pads to facilitate utilization of helicopters during construction.

City of Burbank Alan E. Capone Switch Station, Warner Bros. Ranch, & Hollywood Way Switch Station, City of Burbank, CA
Project principal / estimator responsible for proposal development, design coordination, overall coordination of project team and maintaining client relations responsible for two design-build electric substation projects constructed in conjunction with ABB. Projects involved extensive civil work, including realignment of freeway off-ramp, concrete foundations for transformers, buildings for switch gear equipment, utilities and paving improvements.

USEPA Whittier Narrows Groundwater Treatment Plant, Whittier, CA Project principal / estimator responsible for proposal development, overall coordination of project team and maintaining client relations for this $12 million groundwater treatment plant involving well head piping, 5+ miles of water transmission piping, concrete facilities, electrical and fiber optic systems, GAC vessels, and mechanical piping systems.

PGA Resource Development, Southern & Central, CA
Project principal / estimator responsible for proposal development, design coordination, overall coordination of project team and maintaining client relations for multiple spring water conveyance projects utilizing various methods of delivery including design-build totaling $24 million. Projects involved construction of pump stations, construction of process wastewater systems, trucking loading facilities and extensive site utilities. Projects further involved the construction of over 15 miles of food-grade pipelines involving various materials (HDPE, PVC, stainless steel) and methods of installation. Projects involved coordinating efforts with Indian tribes, extensive permitting, environmental mitigation measures and archaeological monitoring.

David P. Lee (Continued)
Water, Sewer, Storm, Natural Gas, Grading Projects, Various Locations, CA Combination of Project Principal / Project Manager / Estimator for many sewer, storm drain and water projects involving construction of distribution systems, plant maintenance work, and emergency response. Pipe generally ranging in size from 1” to 30” utilizing all types of pipe with depths up to 35’. Methods of construction included open-cut, horizontal directional drilling, slip lining, relining, and pipe bursting. Plant work included sewer treatment plants and water treatment plants working on piping, mechanical, gas, process, electrical, and SCADA repairs and improvements.

CSU San Bernardino, Central Utility Plant and Site Utilities Upgrades, Rancho Cucamonga, CA
Subcontractor under C. W. Driver for the removal and replacement of majority of the live campus gas, sewer, storm, hydronic, and water line systems.

Inland Empire Utilities Agency, D/B RP 1 Iron Sponge Project, Chino, CA Project Manager on digester gas D/B project for incorporation of additional iron sponges, gas lines, valves, and by passes on the sewer treatment digester and acid phase gas systems.

Inland Empire Utilities Agency, D/B RP 1 Flare Improvements Project, Chino, CA
Project Manager on design build for incorporation of new PRV, Scada Controls, and bypassing for digester gas systems.

Golden State Water Company, Design/Build System ImprovementsSouthwest System, Inglewood & County of Los Angeles, CA Project Manager on D/B project to install new water mains, services, and fire hydrants in the cities of Inglewood and Gardena, as well as the County of Los Angeles.

Coachella Valley Water District, Ave 62 Trunk Sewer Repair Project, Thermal, CA
Project Principle on $13.7 million contract for CDM Constructor’s D/B project involving installation of approximately 7600 lf of 42” Hobas pipe. Pipe is 18ft to 20ft deep with groundwater at 10 ft below surface.

EDUCATION
BS/Civil Engineering
University of Hawaii at Manoa, 1996

MEMBERSHIPS/CERTIFICATIONS
Engineer in Training (EIT)
Southern California Water Utilities
Association
California Water Distribution Operator Grade D2
Safety Trained Supervisor in
Construction (STSC)
Cal OSHA 10 Hour & 30 Hour
Confined Space Competent Person
Trench Safety Competent Person
TENURE
25 Years

PROFESSIONAL COMPETENCY
Responsible for overseeing the estimating, project engineering, and operations of all projects for the Select Division of the Company. The Select
Division completes approximately
5000 to 600 project per year, ranging from a few thousand dollars to tens of millions. The work covers
underground utilities, earthwork,
selective demolitions, shoring, and
traffic control.

Shane K. Sato, STSC, EIT DIVISION MANAGER
Shane has over 25 years of experience, ranging from pipelines and plants, to heavy civil, highway infrastructure, and underground utilities throughout California and the nation. In addition to managing the work he is knowledgeable in managing labor forces, risk, maintenance programs, insurance, right of way acquisition, public relations, and scheduling. He has served as Project Manager, Superintendent, Project Engineer and Estimator for projects ranging from $1,000 repairs to $1.6 billion design build efforts. He currently manages one of the divisions of the company focusing on work such as estimating, staffing, scheduling, and managing the work.

PROFESSIONAL EXPERIENCE
Los Angeles Metropolitan Authority, I-405 Sepulveda Pass Widening, Los Angeles, CA Project Principle on $15 million contract for Kiewit Infrastructure West’s D/B project involving relocation of utilities for a freeway expansion along Sepulveda Blvd, a frontage road.

Department of the Navy, Replacement Hospital, Camp Pendleton, CA Project Principle on $5.4 million D/B project for Clark/McCarthy J.V. involving site work utilities on the Navy’s new replacement hospital.

Southern California Edison, Kern River Powerhouse No. 1 Access Road Widening, Bakersfield, CA Project Principle on $3.2 million project consisting of two Hilfiker MSE walls, access roads, and rock splitting.

Disneyland Resort Various Projects, Anaheim, CA
Project Principal on infrastructure and/or concrete portions of numerous construction projects for a wide range of general contractors and the Disney Companies.

San Diego Water Authority Mission Trails Pipeline Tunnel & Vent Demolition, San Diego, CA Project Manager on $29 million project which consisted of two 10’ diameter tunnels with installation of 4,520 lf of 92” diameter field lined steel pipe and grouted , 547lf of open cut installation of 93” CML&C steel pipe, two miles of access road construction, shafts up to 120’ deep.

Coachella Valley Water District Mid-Valley Pipeline Project, Phase I, Indio to Palm Desert, CA Project Manager on the $33.4 million project that consisted of 22,194 lf of 54” CML & tape coated steel pipe and included eight jack and bores. Project also included construction of a pump station with six VTPs, surge control system, medium voltage electrical and instrumentation, and other structural elements. Project required live tie in with the Coachella Canal, accomplished with construction of a temporary parallel canal bypass and shoring.

Riverside County Transportation Commission SR-60 HOV Lane Improvement Project, Moreno Valley, CA Project Manager on a $24 million project for RCTC and Caltrans, consisting of 8 miles of freeway widening, demolition and reconstruction of one bridge, bridge expansions, sound walls, and other components.

Colorado Dept. Transportation & RTD, T-REX Project, Denver CO Segment Project Engineer on the $1.6 billion Design/Build I 25 Southeast Corridor Multi Model Project. The project consists of reconstruction and widening of approximately 16.5 miles of freeway, construction of 19 miles of light rail, 26 miles of walls, 71 structures consisting of tunnels and bridges, 2.3 million yards of embankment and 3.2 million yards of excavation, 160,000 feet of drainage pipe, asphalt and concrete paving, and numerous water and sewer utility relocations.

Level (3) Communications Atlanta to Jacksonville City-Pair, Georgia, Tennessee, Florida areas Project Engineer / Project Manager for the $160 million fiber optic long haul network which consisted of installation 350 miles of a 14 duct fiber optic system. Duties also included right of way acquisition oversight.

Anchorage International Airport Improvements Phase I, Anchorage AK Project Engineer on project that consisted of building demolition, roadway realignment and rebuilding, MSE walls, bridges, utility infrastructure relocations, new drainage systems, and building rebuilds.

Dept. of the Navy Consolidated BRAC III Projects, Kaneohe MCAB, HI Project engineer on seven total projects including site grading, drainage, sewer, and water systems.

Various Projects, Hawaiian Islands, HI
Project Engineer / Estimator on various heavy civil projects in the Hawaiian Islands including roads, housing track infrastructure, shopping center site work.

Shane K. Sato, STSC, EIT (Continued)
SFPP, LP dba Kinder Morgan, Inc. - 16” LS-1, 20” LS-108, and 6” LS-102 Pipeline Relocation and Protection San Bernardino County, CA, Ontario and Fontana, CA
Safety Director for this $21 million pipeline (alternating fuel) relocation and pipeline protection project in San Bernardino County California within the UPRR right of Way. Project included 16,000’ of pipeline relocated using open trench methods and 4,000’ of pipe installed using trenchless HDD installation. Project also included 5,500’ of cast in place concrete cap over new and existing fuel lines. Project required 9 different shut downs of active lines for the tie-ins of the newly relocated pipelines. One shut down and subsequent tie-in was the direct fuel supply line for Ontario International Airport.

Union Pacific Rail Road - LATC Intermodal Facility Modernization Project.

Los Angeles, CA
Safety Manager for installation of approximately 17,000 feet of HDPE and RCP storm drain ranging from 60" to 12" diameter coupled with nearly 100 MH Structures, 42,000 feet of 8" PVC rail road track underdrain, installation of an 8000,000 CF underground precast storm drain structure and applicable substructures, modification and expansion of existing 8" industrial waste system, the installation of over 2,000 feet of 8" PVC gravity sewer line, roughly 15,000 feet of 4: and 8" PVC gravity sewer line, roughly 15,000 feet of 4" and 8" domestic water and fire water systems with appurtenances, and the installation of a 3: compressed air system totaling 8500 feet. Utility scope performed as a sub, working with prime, Ragnar Benson LLC (dba Structors, Inc.) for the project owner Union Pacific Railroad. War utility work performed under 8 phases, prior to installation of Ragnar Benson site work and Union Pacific Rail replacement.

Southern California Gas Company/ Southern California Edison - Mobile Home Park Utility Upgrade Program
Safety Manager for this project which involved installation of PE natural gas main, gas PE services, and SCE/SCG Joint Trench as part of Southern California Gas Company MHP Master Meter conversion project for various mobile home parks throughout Southern California. The projects also include pavement restoration, concrete restoration, MSA stake support installation, and meter guards. The California Public Utilities Commission (CPUC) approved Decision (D.14-03-021), establishing a three-year, voluntary, statewide pilot program for MHP communities. This statewide pilot program directs investor-owned utilities to convert approximately 10 percent of MHP spaces in each utility's service territory from master meter/submeter natural gas and/or electric

MEMBERSHIPS/CERTIFICATIONS
SMS – Safety Management Specialist
OHST – Occupational Health and
Safety Technologist
CHST – Construction Health and
Safety Technician
STSC - Safety Trained Supervisor in
Construction BCSP
Authorized 10 & 30 hr. Construction
Trainer OSHA 500 Authorized
Trench & Shoring Trainer UCSD 3011
OSHA Standards for the Construction Industry OSHA 510
CAL/OSHA Standards for the
Construction Industry OSHA 5109
Trenching and Excavation OSHA
3010
Electrical Safety Standards – NFPA
70E UCSD 3094
Medic First Aid & CPR Instructor
Certified 40 Hour Hazmat
American Society of Safety Engineers
Board member Crime Prevention
Program of Southern California
American Society of Safety Engineers
Southern California Contractors
Association
NSC Flagger Instructor – National
Safety Council
TENURE
22 Years
Richard Sahagun, SMS, OHST, CHST, STSC Safety Director
Richard has over 22 years of experience in the pipeline / civil construction industry. He has over 8 years of experience in safety coordination / management in multiple projects at a time. His expertise includes projects for the oil, gas, water, wastewater and underground utilities industries.

Richard coordinates and provides the training for all field personnel as required by State and Federal Laws. Richard, in conjunction with his staff of safety professionals, performs site safety audits, writes Site Specific Safety Plans, reviews and conducts safety stand down, tailgate and JHA meetings to ensure full compliance with client requirements and as directed by law.

PROFESSIONAL EXPERIENCE
County of Los Angeles, Tujunga Wash- Tujunga Spreading Grounds Enhancement Sun Valley, CA Projected Construction Costs: $19.8 Million Safety Manager for the construction of basin enhancements of 20 existing spreading basins that are to be combined and deepened to 10 larger spreading basins. The work includes construction of new overflow structures and pipes through the spreading grounds to convey the increased flow rates. New low flow treatment basins will be constructed. Sediment transport during construction will be accomplished using 4,975 lf conveyor belt running the length of the site and across the Tujunga Wash to the Vulcan Boulevard Pit. The project consist of installing 130 lf of 96” jacked steel casing, 798 lf of 84” jacked RCP, 348 LF of 24” jacked RCP, open cut 1020 LF of 84” RCP, open cut 386 LF of 42” RCP, open cut of 62 LF of 36” RCP, open cut of 134 lf of 18” RCP, inlet concrete structures, drop concrete structures, outlet concrete structures, interbasin concrete structures, retaining walls, weir structures, levee drain headwalls, concrete water fall base structure, electrical, riprap, boulders, slope shotcrete, sluice gates, slide gates, basin roadways, and AC dikes.

Southern California Gas Company/ Southern California Edison - Mobile Home Park Utility Upgrade Program Safety Manager for this project which involved installation of PE natural gas main, gas PE services, and SCE/SCG Joint Trench as part of Southern California Gas Company MHP Master Meter conversion project for various mobile home parks throughout Southern California. The projects also include pavement restoration, concrete restoration, MSA stake support installation, and meter guards. The California Public Utilities Commission (CPUC) approved Decision (D.14-03-021), establishing a three-year, voluntary, statewide pilot program for MHP communities. This statewide pilot program directs investor-owned utilities to convert approximately 10 percent of MHP spaces in each utility's service territory from master meter/submeter natural gas and/or electric service to direct natural gas and electric utility service.

Kinder Morgan Energy Partners – LS-1 (16”) & LS-108 (20”) UPRR Alhambra Subdivision – Hamilton Crossing Relocation, Pomona, CA
Safety Manager for this project involving the relocation and upsizing of approximately 1593 feet of Kinder Morgan’s L.S. 1 pipeline from 16” to 20” and approximately 1786 feet of KM’s L.S. 108 pipeline from 20” to 24” within the Union Pacific Railroad right of way in Pomona, California. This job was accomplished by the means of two separate horizontal directional bores under multiple active railroad tracks, consisting of 1411 lineal feet of 20” and 1600 feet of 24” in order to accommodate the UPRR crossing project. W.A. Rasic purged, cut-out, fit-up and installed new sections of pipe while strictly abiding by the railroad safety standards, Federal and State laws and local permits.

Southern California Edison [SCE] Distribution - Willow St Rule 20A, Long Beach, CA Safety Manager for the Rule 20A project to underground the overhead SCE power, Charter cable TV, Verizon telephone, and Crown Castle fiber optic lines on Willow St from the 710 Freeway to Signal Hill. This project required extensive coordination and planning to manage multiple crews, to work safely in high traffic areas, and to not unduly impact the businesses and residents of the neighborhood. Technical challenges included a bore across Willow St at the LA River, and a bore under the MTA Blue Line rail line in the middle of the busy intersection of Long Beach Blvd and Willow St.

Kinder Morgan Energy Partners LS-126 16” La Pata Ave Pipeline Relocation Project Safety Manager on the La Pata Ave Pipeline Relocation Project in San Juan Capistrano, CA. The project involved the relocation of approximately 920 feet of 16” pipeline, including the installation of 176 feet of carrier pipe in a 24” casing that was installed utilizing the Jack and Bore method. Included in the project scope is the removal of 308 feet of existing 10” pipeline and 540 feet of existing 16” pipe. The newly relocated pipeline traverses a steep slope with an elevation change of 140’, requiring extensive use of tracked equipment. Changes to the jack and bore depth were made after preliminary potholing indicated that the utilities in the road crossing were deeper than originally anticipated, creating a challenging, deep dig, bore pit requiring engineered shoring.

Calleguas Municipal Water District, Emergency Pipe Procurement and Storage, Moorpark, CA Safety Manager for the Procurement of emergency steel pipe, liners, cylinders, fittings, and appurtenances varying in size from 14" diameter to 72" diameter to be stored onsite for future emergency repairs to Calleguas MWD facilities.

This work also includes site work and grading to place and bury selected pipe and fittings underground for storage, above ground cylinder storage bays, and construction of a prefabricated metal building warehouse.

Richard Sahagun, SMS, OHST, CHST, STSC (Continued)
CH2MHill, Wastewater Treatment Plant, Fort Irwin, CA
Project Estimator for this intensive mechanically oriented project consists of intricate environmental processing equipment and process controls including 5000 linear feet of sewer pipelineranging in size from 8” to 24” diameter and associated manholes. Project involved placing approximately 400 cubic yards of cast-in-place/structural concrete in 15 individual pours.

Golden State Water Company, Watson GAC Treatment Plant, Bell, CA Project Estimator/Manager for this project consists of installing new activated carbon water treatment tanks, intricate mechanical piping and process controls.

Project involved installing new treatment facilities while maintaining of existing water flows.

Avalon Bay Communities, Avalon Bay Encino, Encino, CA
Project Estimator/Manager for this project consists of cutting and capping of existing utilities and installation of new services for a 182 unit apartment building in an urban setting. Project involved installing new building services within a major urban roadway with limited traffic impact.

CH2MHill, National Guard Sewer Upgrade, Fort Irwin, CA
Project Estimator/Manager for this 4000’ sewer upgrade on an active military base. Project involved a major sewer by pass pumping system that eliminated the interruption of flow the treatment facility.

City of Los Angeles, Emergency Sewer Repairs, Los Angeles, CA Project Estimator/Manager for this on call emergency sewer repairs within the City of Los Angeles. A few of the projects to date involved pipe bursting under existing residents, pipe ramming under an existing restaurant and slip lining of an existing sewer main.

EDUCATION
BS/Business Management University
of Pittsburgh, 1991

MEMBERSHIPS/CERTIFICATIONS
Southern California Water Utilities
Association
TENURE
30 Years
Matt Grimaldi Senior Estimator/Project Manager
Matt has 30 years of experience in general engineering and land development.

He is skilled in estimating and value engineering. He is strong in establishing and maintaining industry relationships with customers and vendors. Matthew’s areas of expertise include managing budgets and scheduling.

PROFESSIONAL EXPERIENCE
Disneyland Resort, Various Projects, Anaheim, CA
Project Manager/Project Engineer on infrastructure and/or concrete portions of numerous construction projects for a wide range of general contractors and the Disneyland Resort.

MTM Construction, Century Regional Detention Facility, Los Angeles, CA Project Manager on this project involving replacing all site domestic water, fire water, and natural gas lines with fused HDPE.

C. W. Driver, California State University San Bernardino Infrastructure Upgrades, San Bernardino, CA
Project Manager on this project involving installation of new insulated child and hot water hydronic piping, fused HDOE ewer and storm drains, fused MDPE natural gas lines and meter assemblies, new domestic water lines, including replacement of numerous water isolation valves.

Long Beach Water Department, On Call Emergency Contract, Long Beach, CA
Project Manager for On Call contract handling various emergencies including sewer and water line repairs throughout the city.

IAW Construction, Long Beach CA Hospital, Various Projects, Long Beach, CA
Project Manger for various water system repairs and maintenance throughout the hospital campus.

Disneyland Resort, BCML Kennel & WQMP Package 1, Anaheim, CA Project Engineer on this project involving excavation and installation of two 19,000 cubic feet of underground storm water retention basins, and installation of sewer, storm drain, domestic water, fire water, and natural gas utilities.

Grey I.C.E. Builders, Disneyland Main Street Bypass, Anaheim, CA Project Engineer/Project Manager on this project involving pouring footing for modular buildings, relocating sewer and storm drains, and pouring colored concrete walkways and integrated color cubes. This project involved working 7 days a week for 4 months in order to turn the project over with a shortened schedule.

EDUCATION
BA/Liberal Studies
California State University Fullerton,
2007
AA/General Education
Fullerton College, 2002

MEMBERSHIPS/CERTIFICATIONS
Qualified SWPPP Practitioner
Certified Inspector of Sediment and
Erosion Control
TENURE
13 Years

PROFESSIONAL COMPETENCY

Responsible for managing projects
ranging from $1,500 to $5 million.

The work covers underground utilities, earthwork, selective demolitions, shoring, and traffic control.

Keith Fouts, QSP, CISEC Project Manager
Keith has 13 years of experience as a project manager and project engineer, utilizing skills required to plan, schedule and coordinate activities for multiple projects running concurrently. Keith has experience in allocating labor and equipment resources to assure projects continue moving forward and remaining on schedule. Additional responsibilities include coordinating with customer, client, and various governing bodies, both public and private, to obtain necessary permits/permission to procced with the work as scheduled.

PROFESSIONAL EXPERIENCE
Los Angeles Metropolitan Authority, I 405 Sepulveda Pass Widening, Los Angeles, CA Project Engineer on a $17 million contract for Kiewit Infrastructure West’s D/B project involving relocation of utilities for a freeway expansion along Sepulveda Blvd and in the Caltrans right of way. Work involved relocation of 3600 lf of 8”, 15”, 18” VCP sewer trunk lines, multiple sewer bypass systems, RCP storm drain line systems, CS structures, and 700 lf of 8” cml/c waterline system. Work involved deep open cut excavations with extensive beam and plate shoring, jack and bore tunnel operations, slip lining, paving and site improvements. The work was in extremely tight quarters with short work duration requiring multiple crews to work continuously day and night to maintain the master project schedule.

Disney Worldwide Services, Burbank Studios Fire Line Re Pipe, Burbank, CA Project Engineer on this project involving the relocation of 1,400 lf of 8” fore water line, 1,625 lf of 2” - 6” domestic water line, and 1,340 lf of 2” compressed air line. This work was preformed in the Disney Studios and required coordination with studio personnel to avoid filming of television programs and movies, as well as coordination with carious other studio activities.

Walt Disney Imagineering, Paradise Pier Site Utilities & Grading, Anaheim, CA Project Engineer on this project involving the installation of 2,750 lf of 4” - 12” PVC storm drain and sewer lines for Paradise Pier Renovation in Downtown Disneyland. Additional activities included the installation of 120 area drains and cleanouts, 4 subwoofer vaults, a Stormceptor, and grading the entire area in preparation for site concrete. This work took place in a small area with numerous trades working in the same area at the same time, often with work taking place 24/7, requiring constant coordination with other tasks.

Keith Fouts, QSP, CISEC (Continued)

Kinder Morgan Energy Partners, Rocklin-Reno Bypass Inspection Project Project Superintendent of the Kinder Morgan Rocklin-Reno Bypass Inspection project in Rocklin, CA. Project consisted of excavating and sandblasting 3 pig trap bypasses on the Kinder Morgan LS-11, LS-12, and LS-13 lines in preparation for UT testing. Once each bypass cleared UT inspection they were sandblasted, recoated, and backfilled. The project took place at three different jobsites located 30 miles apart and required careful planning to ensure that all necessary equipment and material were available at each job site prior to work starting. Work was performed under an accelerated schedule to ensure that the client’s target completion date was met.

Oxy Long Beach, Inc, Pier T Area E5 Site Improvement Project Served as the Project Superintendent on this project to renovate and secure the Area E5 site at Pier T in Long Beach, CA. The project entailed restoring and extending an existing AC coated dike, installing over 1000 LF of new 8’ and 12’ fencing, installing two new gate operators, running underground conduit for the new gate operators, slurry sealing and striping the existing roadway surface, and installing a new asphalt hump and curb. Scott worked to ensure proper coordination between W.A. Rasic and the subcontractors employed on the project to help guarantee that all project deadlines were met. Scott also served as the client liaison on the project, keeping the customer informed of all project changes and submitting RFIs for any proposed deviations from the design.

Kinder Morgan Energy Partners, Richmond Terminal MOTEMS Dock & Dock Line Improvements, Richmond, CA
Project Superintendent for this project which entailed retrofitting the dock line pipe rack structure at the Kinder Morgan & Conoco-Phillips Richmond Terminals in accordance with the requirements of the MOTEMS audit. The retrofit involved installing over 55,000lbs of new steel while simultaneously removing deficient portions of the existing pipe rack structure. In order to minimize disruptions to the Kinder Morgan Terminal the existing lines on the pipe rack were left largely undisturbed during the life of the project. Other items in the scope of work included installing heat tracing and insulation on two 8” palm oil lines, forming and placing new foundations for numerous pipe rack bents, drilling & installing 4 new micropiles at two foundations, completely removing and replacing two pipe bridge structures, and removing & disposing of lead based paint on the original structural steel.

Orange County Sanitation District (OCSD), Huntington Beach / Fountain Valley, CA
Project Foreman responsible for day to day management of project and maintaining client relations for this $15 million dollar project involving installing of over 5 miles mechanical & underground piping systems, pumps, odor control systems, chemical injection systems and site fire suppression systems. Also reconfigured ocean outfall piping at surge tower. Project saw fielding of approximately 120 team members to meet completion date.

MEMBERSHIPS/CERTIFICATIONS
American Water Works Association
(AWWA)
Confined Space Certified
Certified Competent Person
First Aid Certified
Asbestos Pipe Workers Training
TENURE
25 Years

Robert Fraijo Construction Superintendent

PROFESSIONAL EXPERIENCE
Shell Pipeline, SFO 10” and 12” Line Modifications Phase II Project Superintendent responsible for the cutout and replacement of two spools on the 10” and 12” fuel lines at the SFO fuels facility in South San Francisco, CA. Project involved close coordination with personnel at both the SFO fuels terminal and the nearby Shell Terminal. Scope of work included exposing the affected sections of pipe, shoring the work area, installing and removing a temporary pig launcher, cutout and replacement of spools for the 10” and 12” lines, sandblasting and coating the new sections, backfilling the lines, and restoring the work site and security fencing to its original condition. Project challenges included mitigation of groundwater from the nearby bay and performing the work under a tight construction schedule.

Los Angeles World Airport – Central Utility Replacement Project Project Superintendent responsible for development, and the overall coordination of project team and design coordination. Project involves constructing chilled water supply and return lines, hot water supply and return lines, domestic water supply, reclaimed water supply, underground power and communication systems to support the new Central Utility Plant (CUP) in the worlds 6th busiest airport. Project includes providing BIM modeling for all portions of the underground work, excavation and the installation of beam and plate shoring for the majority of the 18 miles of total new piping installation. Other work includes cast in place vaults, extensive traffic control, tunneling underneath World Way into the new Tom Bradley International Terminal and asphalt restoration.

Cal State Northridge, C.W Driver
Project Superintendent involving site utilities piping consisting of water mains, fire water, sewer, storm drain, hydronic piping and asbestos abatement. Critical work paths consisted of several separate trades working alongside one another in extremely constricted zones. Precise scheduling/coordination required to ensure the entire school would have both heating and air conditioning while hydronic system was shutdown.

Metropolitan Water District Perris Valley Pipeline – North Reach, Riverside, CA Project superintendent for $39 million project involving the installation approximately 2.7 miles of 96” and 108” water pipeline to depths up to 60’, construction of two 12’ diameter tunnels totaling 985’ using blasting and open face mining methods, construction of cast-in-place concrete valve vaults, a cast-in-place concrete metering facility and extensive roadway reconstruction. Project involved in excess of 125,000 cubic yards of rock excavation utilizing multiple methods such as blasting, FIRP’ing and hydraulic breaking (rock to 25,358 PSI and Plasticity Index of 189 KPA/sq in. were noticed).

CH2MHill, Wastewater Treatment Plant, Fort Irwin, CA
Project Superintendent for this intensive mechanically oriented project consists of intricate environmental processing equipment and process controls including 5000 linear feet of sewer pipelineranging in size from 8” to 24” diameter and associated manholes. Project involved placing approximately 400 cubic yards of cast-in-place/ structural concrete in 15 individual pours.

Eastern Municipal Water District Cactus Avenue Feeder, City of Moreno Valley Project Superintendent for the $6 million Cactus Ave 48” Feeder. Project highlights included 4 bore and jack sections, 2.6 miles of owner furnished 48” CML x C pipe and construction of a large pressure control facility. Extensive traffic detouring and traffic control were noticed as well as restoration of roadways. (Portion of project governed by FAA).

Metropolitan Water District, Colorado River Aqueduct, Hemet, CA Project Foreman responsible for Section 6 of this $11 million Colorado River Aqueduct refurbishment project. Was responsible for coordinating removal, complete refurbishment and replacement of two radial gates with a 3-week window. Coordinated W. A. Rasic Construction forces along with 4 subcontractors working 24-hour per day 7 days a week. Completed work within an extremely tight timeline as the project required 40% of Southern California’s water to be shut-off from its source at the Colorado River/Parker Dam pumping plant.

CVWD San Bernardino Mountain Pipeline, Rancho Cucamonga, CA Project Foreman responsible for schedule development, overall coordination of project team and maintaining client relations for this $7 million pipeline conveyance system. Project consisted of installing over 40,000-ft of HDPE piping (majority of work being in environmentally sensitive areas) rehabilitation of collection tunnels, construction of

2.5 miles of access roads and construction of landing pads to facilitate utilization of helicopters during construction.

Robert Fraijo (Continued)
Herzog – Berth 200 Rail Yard – Petroleum Relocations, Port of Los Angeles, CA
Project superintendent for this project involving the installation of multiple pipelines for Valero & Air Products. Approximately total 13,300 LF, 1,900LF of each of the following individual lines: Valero’s 6” - C-816 / 12” – C-941 / 8” C948 / 6” C929 / 6” C902 / 4” C-903 & Air Products 4” C-904 Carbon Steel Piping adjacent to the Harbor Rail Line. Also included the abandonment of approx. 6,900LF various size pipelines via mud jacking. W.A. Rasic had to coordinate with Valero & Air Products Operations and Personnel as Shipping Operations continuously changed throughout the course of this project.

Rehabilitation (from 4” distribution to 48” transmission, including aqueducts)-including cement-mortar lining, pipe bursting/splitting, sliplining and internal joint seals

PROJECT NOTABLES
x LADWP cleaning & lining program (14 years experience)-1.4 million feet of 4-24” cast-iron/steel distribution water main
x Slip lining of the Van Owen Trunk-line Transmission Pipeline (10,000 LF of 48” HDPE)
x Las Virgenes (6-8” cast-iron) approx. 2,000 LF (pipe bursting) x Las Virgenes (6” steel)-approx. 1,500 LF (pipe splitting) x City of Long Beach-replace approx. 100 EA internal joint seal (up to 54” diameter)
x LADWP’s First Los Angeles Aqueduct (Deadman Sag in Saugus, CA)-120” diameter steel riveted pipeline (originally constructed in the 1920’s) New water main installation (distribution)

PROJECT NOTABLES
x City of Carlsbad-installed approx. 80,000 LF of 6-48” PVC waterline x City of Oxnard-installed approx. 35,000 LF of 6”-16” ductile iron City of Anaheim-installed approx. 5.000 LF of 12” ductile iron

MEMBERSHIPS/CERTIFICATIONS
First Aid/CPR Certified
Confined Space Certified
30 Hour OSHA Training
HAZWOPER Training
Various OSHA Training
OQ Certified
Forklift and Grade All Operator
Certified
AMI / Orbital Welding
George Fisher Piping Certified
Competent
Person in Trench Shoring and Soil
Analysis
TENURE
32 Years

PROFESSIONAL COMPETENCY

Managing public works & private
contracts (ranging from $100K to
$15 Million per project)
In charge of up to 45 field workers,
multiple crews & subcontractors (i.e.
paving, directional drilling, electrical,
saw cutting, signalization, excavation
& trucking) and had direct responsibility for over 40 pieces of equipment (per project).

Humberto Bobadilla Construction Superintendent
Humberto posses over 32 years of underground utility & pipeline work- including trenching, excavation, trenchless installation & rehabilitation of wet & dry utilities. He has managed multiple projects simultaneously including regional equipment & fleet maintenance division-including mechanics, machine shop, small tools, equipment rental, & in-house trucking. Other skills include communication, organization, generating submittals, preparing change orders, fielding jobs for bid purposes and estimate review participation including discussions of crew configurations & critical production input.

PROFESSIONAL EXPERIENCE
Long-haul fiber backbone (conduit & fiber)

PROJECT NOTABLES
Level(3)-installed up to 12-innerduct conduit & fiber optic systems along railroad right-of-ways, rural passesincluding Tehon Ranch (Tehachapi mountains)-method of installation includes plowing, directional drilling, trenching & rock wheeling.

Local power & communication infrastructure (joint utility builds)

PROJECT NOTABLES
x LAUSD’s e-rate program (installation of PVC conduit, manholes & galvanized steel riser terminations) Burbank Power (12kV power infrastructure expansion)-installed up to 15 conduit duct bank in sandy soil conditions and depths up to 10’.

Transportation

PROJECT NOTABLES
x City of Los Angeles, DOT – ATSAC program – which is part of an aggressive $250 million City-wide program to enhance traffic flow by improving & integrating City-wide traffic signalization systems – including controllers, loops, signals & communication.

Work involves rock wheeling, directional drilling, installation of conduit, pull boxes, man holes, interconnect/fiber optic cable, controller cabinets
KEY CLIENTS (Agencies, Municipalities & Private Authorities) include:

LADWP, Cities of Los Angeles (DOT), Glendale, Long Beach, Oxnard, Burbank, Pasadena, Santa Fe Springs, Anaheim, Carlsbad, Yucaipa, Maywood, Beverly Hills, San Diego, Los Angeles County Department of Public Works, LAUSD, Sprint, Level(3), Las Virgenes, Otay Mesa Water Agency, Cal Water, Golden State Water Humberto Bobadilla (Continued)
California Water Services, UPRR Main Relocation, Los Angeles, CA Construction Superintendent on this project involved the installation of approx. 1,200LF of 16” CMLC pipe through a 28” steel casing. The project incorporated 3 separate entities, Union Pacific Railroad, the City of Commerce Public Works dept. and the City of Commerce Parks and Rec dept. Excavations for the project were up to 26’ft in depth, with 3 types of shoring, beam & plate, trench shields, and speed shoring. Weekly coordination with UPRR was required to schedule the rail cars coming and going outside of the work area. UPRR required specific railway safety certification for each onsite employee. Constant railway monitoring (twice daily) was required over the locations of the tunneling machine. The 28” casing was installed by a subcontractor which transpired over a 3 month period of time. Rasic installed the 16” CMLC pipe and abandoned the exist 12” main with cement slurry.

Golden State Water Company, Design/Build System Improvements Southwest System, Various Locations in Los Angeles County, CA Construction Superintendent on this design build project to install new water mains, services, and fire hydrants in the cities of Inglewood and Gardena, as well other parts of Los Angeles County. We were provided with a map showing the basic alignment the client wanted. Working with a design engineer, we provided detailed plans showing the alignment and profile of the mainline pipe, as well as the locations of water services and fire hydrants to be installed. The construction of this project consisted od the installation of 7,900 lf of 8” ductile iron mainline pipe, 5,600 lf of 12” ductile iron mainline pipe, 384 new services, and 30 fire hydrants. These lines were installed in busy neighborhoods and school zones with all tie ins being performed at night to minimize service disruption.

Disney Resort 12KV Power Upgrade Project, Anaheim, CA
Project superintendent for this project involving the installation of over 10,000 lf of 12kv duct bank to depths of 18’, utilization of numerous shoring methods, placement of 17 precast structures and extensive pavement restoration. This project will serve as the backbone power feed for the expansion of Disney Resorts California Adventure (2009-2012). Project also saw major coordination efforts to ensure no disruption with park activities while fielding over 70 team members and 60 pieces of equipment to perform construction.

McCarthy Builders, Los Angeles, CA
Project foreman responsible for day-to-day activities. Worked with the general contractor with tight scheduling on project to install 1,500 lf of Hobus sewer pipe, and 9 new manholes with restrictive schedule, major utility conflicts, major bypassing and extensive traffic control in major metropolitan area (Downtown Los Angeles).

MEMBERSHIPS/CERTIFICATIONS
American Water Works Association
(AWWA)
Confined Space Certified
Certified Competent Person
First Aid Certified
Asbestos Pipe Workers Training
Safety Trained Supervisor Construction (STSC)
TENURE
18 Years

Bryan Kier, STSC Construction Superintendent
Bryan bring 18 years of civil construction experience in the pipeline industry which has allowed him to coordinate effectively within multiple municipalities.

Bryan has the ability to communicate with field and office personal in order to facilitate a project successfully. Bryan’s punctuality, safety consciousness, time management, and attention to detail provide the means to run and manage his workload successfully. Highly skilled at multitasking, Bryan is able to effectively coordinate multiple projects at a time.

PROFESSIONAL EXPERIENCE
Los Angeles Metropolitan Authority, I-405 Sepulveda Pass Widening, Los Angeles, CA Project superintendent on $17 million contract for Kiewit Infrastructure West’s D/B project involving relocation of utilities for a freeway expansion along Sepulveda Blvd and in the Caltrans right of way. Work involved relocation of 3600 lf of 8”, 15”, 18” VCP sewer trunk lines, multiple sewer bypass systems, RCP storm drain line systems, CB structures and 700 lf of 8” cml/c waterline system. Work involved deep open cut excavations with extensive beam and plate shoring, jack and bore tunnel operations, slip lining, paving, and site improvements. The work was in extremely tight quarters with short work durations requiring multiple crews to work continuously day and night to maintain the master project schedule. Responsible for extensive scheduling efforts including week outlooks, daily updates regarding quality control, inspections, and hourly work forecasts. Was also responsible for coordinating with the owner and several other agencies to ensure proper management and continuity of job

Disneyland Resort, Anaheim, CA
Project superintendent on infrastructure and/or concrete portions of numerous construction projects for the last 5 years. Such projects include Monsters Inc, Buzz Light Year, Finding Nemo, Club Buzz, Disneyland Railroad, and Small World Rehabilitation 2008, etc. He is involved in numerous infrastructure / rehabilitation projects such as Big Thunder Mountain Railroad rehabilitation, Splash Mountain rehabilitation and Matterhorn rehabilitation. Constructed many security enhancement projects and replaced / rehabilitated numerous piping systems throughout the park.

Bryan has worked continuously at Disney resort for 5 years.

Cal State Northridge, C.W Driver, Northridge, CA
Project superintendent involving site utilities piping consisting of water mains, fire water, sewer, storm drain, hydronic piping and asbestos abatement. Critical work paths consisted of several separate trades working alongside one another in extremely constricted zones. Precise scheduling/coordination required to ensure the entire school would have both heating and air conditioning while hydronic system was shutdown.

Los Angeles Unified School District, CLARK Construction, Los Angeles, CA Project superintendent involving site utilities piping consisting of water mains, fire water, sewer, and storm drain.

Critical work paths consisted of several separate trades working alongside one another in extremely constricted zones. Additional duties included the scheduling of multiple crews being mobilized and demobilized to facilitate critical job completion date.

LA City Sewer Emergency Program, Los Angeles, CA
Project superintendent responsible for performing a multitude of repairs/replacements on sewer system throughout City of Los Angeles. Work included trunk sewer replacement, relining of existing facilities, extensive sewer bypassing, utilization of various shoring systems, and major traffic control efforts along with considerable coordination with effected agencies and public outreach programs. Responsible for coordinating administrative efforts, coordinating with shoring and traffic control designers, acting as liaison with residents/merchants, permitting and providing design assistance for sewer by-passing systems.

Golden State Water Company
Project superintendent responsible for providing 24/7 emergency support to the water agency. Work includes water main repairs on a multitude of different types of pipe including: asbestos, CML x C steel pipe, cast iron, DIP, and PVC)

FFP, City of Los Angeles MTA Exposition Rail Line, Los Angeles, CA Project superintendent responsible for the installation of 2000 lf of 4”, 6”, and 12” CML x C steel pipe and 12” and 24” CML x C steel casing. Project also included the installation of domestic and fire service vaults. Project utilized open-cut excavation and the use of hydraulic shoring. Responsible for extensive scheduling efforts including week outlooks, daily updates of completed work, and hourly breakdowns of work to be completed. Responsible for coordinating with the owner and several other agencies to ensure proper management and continuity of job.

SSWC, Las Tunas Pipeline Phase II, Rosemead, CA
Project superintendent responsible for the installation of approximately 1000lf of 12" CML x C pipe. Project also included the installation of 12” CML x C steel pipe underneath an existing bridge structure. This project utilized open -cut excavation, hydraulic shoring, and extensive traffic control measures.

Bryan Kier, STSC (Continued)

California Water Service
Construction Project Engineer on master contract program covering all distribution, main service lines, and appurtenances in the East Los Angeles area.

Tracked times, costs, managed material deliveries, USAs, permitting, and assisted the field crews.

Los Angeles World Airports
Airside & Development Engineering Intern
Commented and revised plans for Runway Reconstruction project and Safety Area Improvements using BlueBeam Revu. Reviewed and added content to Job Memos, Notice of Non-Compliances, plan specifications and RFI logs for the Airside and Development division.

Airport Operational Readiness Intern
Collected and compiled information about the new Midfield Satellite Concourse North terminal into a general flows and movements document that will be used for stakeholders and new employee training. Updated a scheduling matrix that helped to identify potential conflicting projects and inter-dependencies.

Office of the Chief Development Officer
Worked for Chief Development Officer to collect data from other airport engineering directors to help assess LAX concrete runway deficiencies.

Scheduled and organized top executive meetings for the Chief Development Officer.

Construction Inspection Intern
Reviewed, organized, and created a database for quality control of Concrete, Grout, and Rebar test for the Midfield Satellite Concourse North Terminal.

Preformed construction labor and materials audits to ensure compliance with engineering standards. Assisted with Safety and Building Inspections at Midfield Satellite Concourse North terminal to ensure compliance with engineering constructions codes and standards.

EDUCATION
BS/Civil Engineering
Loyola Marymount University,
2020

MEMBERSHIP/CERTIFICATIONS
Vice President of American Society
of Civil Engineers 2017-2018
Crimson Circle Organization 2015-
2016
TENURE
4 Years

Steven A. Boyer Project Engineer

PROFESSIONAL EXPERIENCE
California Water Service, East Los Angeles Station 63 GAC Treatment Project Piping Plan, Montebello, CA
Project Engineer on this project involving the installation of 200 lf of 16”, 185 lf of 12” and 160 lf of 8” ductile iron pipe. Excavation was up to 10 ft. in depth. It included adding 3 8” tie ins and a 6 ft., 10 ft. and 14 ft. high noise barrier.

Rowland Water District, Phase 4 Valve Replacement, Rowland Heights Project Engineer on this project involving the installation of 6”, 8”, 10” valves at various locations. As the locations were in residential areas, some night work was required in order to be as undisruptive as possible.

Bell Pipe and Supply/BPS Supply Group
Extremely knowledgeable in all products which include various types of pipe, pipe fittings, valves, flanges, steam solutions & industrial supplies.

TENURE
8 Years

Robert Beyer Project Engineer

PROFESSIONAL EXPERIENCE

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EXHIBIT B
ŝƌŽŵƉƌĞƐƐŽƌƐ ,ŽƵƌůLJZĂƚĞ
ŝƌŽŵƉƌĞƐƐŽƌͲϭϯ,W;dƌƵĐŬDŽƵŶƚĞĚͿ ϴ͘ϬϬ Ψ ŝƌŽŵƉƌĞƐƐŽƌͲϭϴϱ&DǁͬƚŽŽůƐΘŚŽƐĞƐ Ϯϱ͘ϬϬ Ψ ƐƉŚĂůƚWĂǀŝŶŐ
ƋƵŝƉŵĞŶƚ ,ŽƵƌůLJZĂƚĞ
ƐƉŚĂůƚ^ƉƌĞĂĚĞƌŽdž;ǀĂƌŝĂďůĞǁŝĚƚŚͿ ϲ͘ϬϬ Ψ WƌŽƉĂŶĞdŽƌĐŚͲWŽƌƚĂďůĞ ϱ͘ϬϬ Ψ
ZŽůůĞƌͲϮϰΗtŝĚƚŚtĂůŬĞŚŝŶĚdLJƉĞ Ϯϰ͘ϬϬ Ψ
ZŽůůĞƌͲϯϬΗtŝĚƚŚtĂůŬĞŚŝŶĚdLJƉĞ Ϯϲ͘ϬϬ Ψ
ZŽůůĞƌͲϯϲΗtŝĚƚŚtĂůŬĞŚŝŶĚdLJƉĞ Ϯϴ͘ϬϬ Ψ
ZŽůůĞƌͲƐƉŚĂůƚsŝďƌĂƚŽƌLJƵĂůƌƵŵ^ŵŽŽƚŚdLJƉĞͲϯƚŽϱdŽŶ ϰ Ψ ϱ͘ϬϬ dĂĐŬ^ƉƌĂLJĞƌͬ
ŵƵůƐŝŽŶWŽƚ;ϮϮϬ'ĂůůŽŶĂƉĂĐŝƚLJͿ ϭϴ͘ϬϬ Ψ
ĂĐŬŚŽĞƐ ,ŽƵƌůLJZĂƚĞ
ĂĐŬŚŽĞͲĂƐĞϱϴϬ^ƵƉĞƌ^Dϰyϰ ϲϲ͘ϬϬ Ψ
ĂĐŬŚŽĞͲĂƐĞϱϵϬ^ƵƉĞƌDϰyϰ ϳϯ͘ϬϬ Ψ
ĂĐŬŚŽĞͲĂƐĞϱϵϬ^ƵƉĞƌ^Eϰyϰ ϳϳ͘ϬϬ Ψ
ĂĐŬŚŽĞͲdϰϯϬ
ϰdžϰ ϲϱ͘ϬϬ Ψ
ĂĐŬŚŽĞͲdϰϯϬͬϰϯϬ&ϮͬϰϱϬ&ϰdžϰ ϳϮ͘ϬϬ Ψ
ĂĐŬŚŽĞƚƚĂĐŚŵĞŶƚƐ ,ŽƵƌůLJZĂƚĞ
ƵŐĞƌƌŝůůĨŽƌĂĐŬŚŽĞͲϭϮΗŝĂŵĞƚĞƌ;DĂdžĞƉƚŚϴΖͿ ĂŝůLJZĂƚĞ ϭϴϬ͘ϬϬ Ψ ƵŐĞƌƌŝůůĨŽƌĂĐŬŚŽĞͲϮϰΗŝĂŵĞƚĞƌ;DĂdžĞƉƚŚϴΖͿ ĂŝůLJZĂƚĞ ϮϱϬ͘ϬϬ Ψ ,LJĚƌĂƵůŝĐƌĞĂŬĞƌϭϬϬϬ>ĨŽƌĂĐŬŚŽĞƐ ϱϬ͘ϬϬ Ψ ŽŵƉĂĐƚŝŽŶtŚĞĞůĨŽƌĂĐŬŚŽĞͲϭϮΗŽƌϭϴΗtŝĚĞ ϭϬ͘ϬϬ Ψ ŽƌŝŶŐ
ƋƵŝƉŵĞŶƚ ,ŽƵƌůLJZĂƚĞ
ĐĐƵͲWƵŶĐŚŽƌĞDŽůĞϮΗĚŝĂŵĞƚĞƌ Ψ ϮϬ͘ϬϬ
ĐĐƵͲWƵŶĐŚŽƌĞDŽůĞϯΗĚŝĂŵĞƚĞƌ Ψ Ϯϱ͘ϬϬ
ĐĐƵͲWƵŶĐŚŽƌĞDŽůĞϰΗĚŝĂŵĞƚĞƌ Ψ ϯϮ͘ϬϬ
ĐĐƵͲWƵŶĐŚŽƌĞDŽůĞϱͲϯͬϰΗĚŝĂŵĞƚĞƌ ϱϬ͘ϬϬ Ψ
ZĞĐŽŶŽƌĞDŽƚŽƌͲ/ŶŐĞƌƐŽůZĂŶĚDŽĚĞůϰϰ;ŝƌƌŝǀĞŶͿ ϭϬ͘ϬϬ Ψ ŽŵƉĂĐƚŝŽŶ
ƋƵŝƉŵĞŶƚ ,ŽƵƌůLJZĂƚĞ
dĂŵƉͬWŽǁĚĞƌWƵĨĨͲŝƌƌŝǀĞŶ ĂŝůLJZĂƚĞ Ϯϱ͘ϬϬ Ψ sŝďƌĂƚŽƌLJ^ŽŝůWůĂƚĞŽŵƉĂĐƚŽƌϯϰΗtŝĚĞ;dϯϮϬͬϯϯϬͬϯϮϱΘ:ϮϬϬͬϮϮϱ džĐĂǀĂƚŽƌͿ Ψ Ϯϲ͘ϬϬ
sŝďƌĂƚŽƌLJWůĂƚĞϮϰΗ;tĂůŬĞŚŝŶĚͿ ĂŝůLJZĂƚĞ ϭϬ Ψ Ϭ͘ϬϬ tĂĐŬĞƌ;:ƵŵƉŝŶŐ:ĂĐŬͿ ĂŝůLJZĂƚĞ ϭϬϬ͘ϬϬ Ψ ŽŶĐƌĞƚĞ
ƋƵŝƉŵĞŶƚ ĂŝůLJZĂƚĞ
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ůĞĐƚƌŝĐͿ ϭϬϬ͘ϬϬ Ψ
ŽŶĐƌĞƚĞtĂƐŚŽƵƚŝŶ;ϱ͘ϮϱhzͿ ϳϱ͘ϬϬ Ψ
ŽŶĨŝŶĞĚ^ƉĂĐĞΘ^ĂĨĞƚLJ
ƋƵŝƉŵĞŶƚ ĂŝůLJZĂƚĞ
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^ƚƌĞƚĐŚĞƌĂƐŬĞƚǁͬƵĐŬůĞƐ ϳϱ͘ϬϬ Ψ
'ĂƐͬKdžLJŐĞŶDŽŶŝƚŽƌ Ψ ϭϬϬ͘ϬϬ
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t͘͘ZĂƐŝĐŽŶƐƚƌƵĐƚŝŽŶ
ƋƵŝƉŵĞŶƚZĂƚĞƐ
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ŽŶĨŝŶĞĚ^ƉĂĐĞΘ^ĂĨĞƚLJ
ƋƵŝƉŵĞŶƚ;ĐŽŶƚŝŶƵĞĚͿ
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ŶƚƌLJ Ψ ϴϬ͘ϬϬ
sĞůŽŵĞƚĞƌ;ŝƌ&ůŽǁDĞĂƐƵƌŝŶŐĞǀŝĐĞͿ ϭϬϬ͘ϬϬ Ψ
sĞŶƚůŽǁĞƌdƌĂŝůĞƌDŽƵŶƚĞĚ;ϭϮ͕ϬϬϬ&DͿ ,ŽƵƌůLJZĂƚĞ ϯϬ͘ϬϬ Ψ sĞŶƚůŽǁĞƌdƌĂŝůĞƌDŽƵŶƚĞĚ;Ϯϱ͕ϬϬϬ&DͿ ,ŽƵƌůLJZĂƚĞ ϰϱ͘ϬϬ Ψ ƌŝůůZŝŐƐ ,ŽƵƌůLJZĂƚĞ
DŽďŝůƌĂŵͲ/dDϭϴͬϮϮ;ϴϯΖ,ĞŝŐŚƚͲϭϰϴ͕ϬϬϬ>^Ϳ ϱϴϬ͘ϬϬ Ψ >ŽͲƌŝůůͲ:ŽŚŶĞĞƌĞϰϱϬ>;ϭϬϮ͕ϬϬϬ>^Ϳ ϯϲϱ͘ϬϬ Ψ

džĐĂǀĂƚŽƌƐ ,ŽƵƌůLJZĂƚĞ

džĐĂǀĂƚŽƌͲŽďĐĂƚ
ϱϬ;ϭϭ͕ϴϳϲ>^Ϳ ϯϵ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϬϯ
;ϳ͕ϳϴϮ>^Ϳ Ϯϰ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϮϬ>h;ϱϭ͕ϳϱϬ>^Ϳ ϭϮϱ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdDϯϮϮͲtŚĞĞůĞĚ;ϱϭ͕ϴϬϵ>^Ϳ ϭϲϬ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϬϴ;ϮϬ͕Ϭϳϳ>^Ϳ ϱϬ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϮϱ>;ϲϰ͕ϰϲϬ>^Ϳ ϭϱϬ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϯϬ>;ϳϵ͕ϳϬϬ>^Ϳ ϮϰϬ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϯϱ;ϳϵ͕ϵϬϬ>^Ϳ ϮϱϮ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϯϱ&;ϴϰ͕ϲϬϰ>^ͿͲEŽ^ǁŝŶŐ Ϯϲϱ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϯϲ
>;ϴϲ͕ϳϵϲ>^Ϳ Ϯϳϱ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϰϱ>;ϭϬϬ͕ϴϭϬ>^Ϳ Ϯϵϱ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϰϵ;ϭϬϱ͕ϮϬϬ>^Ϳ ϭϲϬ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϴϱ>;ϭϴϳ͕ϯϲϬ>^Ϳ ϰϯϬ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϵϬϲ;ϭϯ͕ϮϮϴ>^Ϳ ϱϱ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲ:ŽŚŶĞĞƌĞϭϮϬ;Ϯϴ͕ϴϰϬ>^Ϳ ϵϬ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲ:ŽŚŶĞĞƌĞϮϮϱ>;ϱϯ͕ϵϯϲ>^Ϳ ϭϯϬ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲ<ŽŵĂƚƐƵWϭϮϱϬ>Ͳϴ;Ϯϰϵ͕ϱϲϬ>^Ϳ ϲϱϬ͘ϬϬ Ψ

džĐĂǀĂƚŽƌƚƚĂĐŚŵĞŶƚƐ ,ŽƵƌůLJZĂƚĞ
ĞĚĚŝŶŐŽŶǀĞLJŽƌϯϬΗtŝĚĞǁͬϴhzĂƉĂĐŝƚLJ,ŽƉƉĞƌͲ&ĞůĐŽ;ĨŽƌdϯϴϱ džĐĂǀĂƚŽƌͿ Ψ ϮϮ͘ϬϬ
ŽŶĐƌĞƚĞWƵůǀĞƌŝnjĞƌ:ĂǁdLJƉĞϲ͕ϯϬϬ>;ĨŽƌdϯϰϱ
džĐĂǀĂƚŽƌͿ ϳϬ Ψ ͘ϬϬ
ŽŵƉĂĐƚŝŽŶtŚĞĞůϮϰΗtŝĚĞ;ĨŽƌ:ϭϮϬ
džĐĂǀĂƚŽƌͿ ϭϮ͘ϬϬ Ψ
ŽŵƉĂĐƚŝŽŶtŚĞĞůϯϲΗtŝĚĞ;ĨŽƌ:ϮϬϬ͕dϯϮϬ͕dϯϮϱ͕dϯϯϬ džĐĂǀĂƚŽƌͿ ϭϮ͘ϬϬ Ψ
ŽŵƉĂĐƚŝŽŶtŚĞĞůϰϱΗtŝĚĞ;ĨŽƌdϯϮϱ͕dϯϯϬ͕dϯϮϬ džĐĂǀĂƚŽƌͿ ϭϰ͘ϬϬ Ψ
,LJĚƌĂƵůŝĐƌĞĂŬĞƌϭϬϬϬ>^;ĨŽƌ:ϭϮϬ
džĐĂǀĂƚŽƌͿ ϱϬ͘ϬϬ Ψ
,LJĚƌĂƵůŝĐƌĞĂŬĞƌϰϬϬϬ>^;ĨŽƌdϯϮϱ͕dϯϯϬ͕dϯϮϬ džĐĂǀĂƚŽƌͿ ϭϬϬ͘ϬϬ Ψ
,LJĚƌĂƵůŝĐƌĞĂŬĞƌϲϬϬϬ>^;ĨŽƌdϯϯϲ͕dϯϰϱ
džĐĂǀĂƚŽƌͿ ϭϲϬ͘ Ψ ϬϬ
,LJĚƌĂƵůŝĐƌĞĂŬĞƌϭϬϬϬϬ>^;ĨŽƌdϯϰϱ
džĐĂǀĂƚŽƌͿ ϮϲϬ͘ϬϬ Ψ
,LJĚƌĂƵůŝĐƌĞĂŬĞƌϭϱϬϬϬ>^;ĨŽƌ<ŽŵĂƚƐƵWϭϬϬϬ
džĐĂǀĂƚŽƌͿ ϯϮϬ͘Ϭ Ψ Ϭ
sŝďƌĂƚŽƌLJ,ĂŵŵĞƌ/,sZϭϬϬͲϰ͕ϱϴϱ>^;ĨŽƌdϯϯϲ͕dϯϰϱ džĐĂǀĂƚŽƌͿ ϳϱ͘ϬϬ Ψ
&ƵƐŝŽŶ ,ŽƵƌůLJZĂƚĞ
&ƵƐŝŽŶDĂĐŚŝŶĞ&Žƌ,W
ͲϰΗŝĂŵĞƚĞƌŵĂdž;Ƶƚƚ&ƵƐŝŽŶͿ Ψ Ϯϱ͘ϬϬ
&ƵƐŝŽŶDĂĐŚŝŶĞĨŽƌ,W
ͲϮΗŝĂŵĞƚĞƌDĂdž;^ŽĐŬĞƚ&ƵƐŝŽŶͿ Ψ ϭϬ͘ϬϬ
3DJHRI
&21),'(17,$/'2&80(17
35235,(7$5<75$'(6(&5(7
'2127',6&/26(
t͘͘ZĂƐŝĐŽŶƐƚƌƵĐƚŝŽŶ
ƋƵŝƉŵĞŶƚZĂƚĞƐ
ZĂƚĞƐ
ĨĨĞĐƚŝǀĞ:ĂŶƵĂƌLJϭ͕ϮϬϮϮ
'ĞŶĞƌĂƚŽƌƐ ,ŽƵƌůLJZĂƚĞ
'ĞŶĞƌĂƚŽƌϱ<tͲdƌƵĐŬDŽƵŶƚĞĚ ϭϬ͘ϬϬ Ψ
'ĞŶĞƌĂƚŽƌϮϱ<t Ψ ϮϬ͘ϬϬ
'ĞŶĞƌĂƚŽƌϰϱ<t Ψ ϯϱ͘ϬϬ
'ĞŶĞƌĂƚŽƌϭϭϴ<t Ψ ϴϬ͘ϬϬ
'ĞŶĞƌĂƚŽƌϮϯϬ<t Ψ ϭϮϬ͘ϬϬ
>ŝĨƚƐ ,ŽƵƌůLJZĂƚĞ
&ŽƌŬůŝĨƚͲ,LJƐƚĞƌǁͬϱ͕ϬϬϬ>>ŝĨƚĂƉĂĐŝƚLJ ϱϬ͘ϬϬ Ψ &ŽƌŬůŝĨƚͲůĂƌŬǁͬϴ͕ϬϬϬ>>ŝĨƚĂƉĂĐŝƚLJ ϱϱ͘ϬϬ Ψ &ŽƌŬůŝĨƚͲ,LJƐƚĞƌǁͬϭϱ͕ϱϬϬ>>ŝĨƚĂƉĂĐŝƚLJ ϳϬ͘ϬϬ Ψ dĞůĞƐĐŽƉŝŶŐ>ŝĨƚͲ'ƌĂĚĂůůǁͬϲϬϬϬ>>ŝĨƚĂƉĂĐŝƚLJΘϯϲΖZĞĂĐŚ Ψ ϱϱ͘ϬϬ dĞůĞŚĂŶĚůĞƌͲdd>ϭϮϱϱ͕KƉĞƌĂƚŝŶŐtĞŝŐŚƚ͗ϯϰ͕ϯϲϭůďƐ͕͘>ŝĨƚĂƉĂĐŝƚLJ͗ϭϮ͕ϬϬϬůďƐ ϭϭϬ͘ϬϬ Ψ >ŽĂĚĞƌƐ ,ŽƵƌůLJZĂƚĞ
>ŽĂĚĞƌͲdϵϱϬ,;ϰϰ͕ϰϯϱ>^Ϳ ϭϱϬ͘ϬϬ Ψ
>ŽĂĚĞƌͲdϵϱϬD;ϰϮ͕ϯϱϳ>^Ϳ ϭϱϬ͘ϬϬ Ψ
>ŽĂĚĞƌͲdϵϲϲD;ϱϭ͕ϭϳϲ>^Ϳ ϮϬϬ͘ϬϬ Ψ
>ŽĂĚĞƌͲdϵϴϬ,;ϲϴ͕ϰϴϵ>^Ϳ ϮϱϬ͘ϬϬ Ψ
>ŽĂĚĞƌͲ:ŽŚŶĞĞƌĞϱϰϰ:;ϯϬ͕ϰϱϵ>^Ϳ ϴϱ͘ϬϬ Ψ ^ŬŝĚ^ƚĞĞƌ>ŽĂĚĞƌͲdϮϲϮϮ;ϳ͕ϵϲϴ>^Ϳ ϰϵ͘ϬϬ Ψ ^ŬŝĚ^ƚĞĞƌ>ŽĂĚĞƌͲdϮϲϮ;ϴ͕Ϭϭϭ>^Ϳ ϰϵ͘ϬϬ Ψ ^ŬŝĚ^ƚĞĞƌ>ŽĂĚĞƌͲdϮϲϮϯ;ϴ͕Ϯϵϲ>^Ϳ ϰϵ͘ϬϬ Ψ ^ŬŝĚ^ƚĞĞƌ>ŽĂĚĞƌͲdϮϳϮy,W;ϵ͕Ϯϱϱ>^Ϳ ϱϬ͘ϬϬ Ψ >ŽĂĚĞƌƚƚĂĐŚŵĞŶƚƐ ,ŽƵƌůLJZĂƚĞ
ƐƉŚĂůƚŝƉƉĞƌͲϯϬΗtŝĚƚŚ;ĨŽƌ^
ϱϵϬͬdϰϱϬŽƌůĂƌŐĞƌͿ ϲϱ͘ϬϬ Ψ
ƐƉŚĂůƚŝƉƉĞƌͲϰϴΗtŝĚƚŚ;ĨŽƌdϵϱϬ>ŽĂĚĞƌŽƌ>ĂƌŐĞƌͿ ϵϬ͘ϬϬ Ψ ƌŽŽŵͬ^ǁĞĞƉĞƌ;ĨŽƌdϮϰϴ͕dϮϲϮΘϮϲϮͿ ϭϬ͘ϬϬ Ψ ŽŵƉĂĐƚŝŽŶtŚĞĞůͲϮϰΗtŝĚƚŚ;ĨŽƌdϵϱϬ͕dϵϳϮͿ ϭϮ͘ϬϬ Ψ ,LJĚƌĂƵůŝĐƌĞĂŬĞƌϲϬϬ>;ĨŽƌdϮϲϮͿ ϯϱ͘ϬϬ Ψ ŽůĚWůĂŶŶĞƌͲhƉƚŽϮϰΗ;ĨŽƌdϮϰϴ͕dϮϲϮΘϮϲϮͿ ϮϬ͘ϬϬ Ψ DŝƐĐĞůůĂŶĞŽƵƐ
ƋƵŝƉŵĞŶƚ ĂŝůLJZĂƚĞ
ŝƌ,ĂĐŬƐĂǁ Ψ ϳϱ͘ϬϬ
ŝƌ,ĂŵŵĞƌ Ψ ϳϱ͘ϬϬ
ŝƌZĂƚĐŚĞƚ Ψ ϯϬ͘ϬϬ
ŶŐůĞ'ƌŝŶĚĞƌǁͬϰ͘ϱΗtŚĞĞůŝĂŵĞƚĞƌ ϯϳ͘ϱϬ Ψ
ƵƚŽ>ĞǀĞůǁͬĂƐĞdƌŝƉŽĚΘZŽĚ;DĂŐŶŝĨŝĐĂƚŝŽŶ͗ϮϴyͿ ϳϱ͘ϬϬ Ψ ĂƌƚͲdsdLJƉĞ;'ĂƐWŽǁĞƌĞĚͬϰWĂƐƐĞŶŐĞƌͿ ,ŽƵƌůLJZĂƚĞ ϭϱ͘ϬϬ Ψ ĂƌƚͲ'ŽůĨdLJƉĞ Ψ ϳϱ͘ϬϬ
ŚŝƉƉŝŶŐŐƵŶͬŝƌ,ĂŵŵĞƌͬZŝǀĞƚƵƐƚĞƌǁͬdŽŽůƐ ϳϱ͘ϬϬ Ψ ůĂLJ^ƉĂĚĞ Ψ ϱϬ͘ϬϬ
ŽŵďŝŶĂƚŝŽŶZŽƚĂƌLJ,ĂŵŵĞƌ;hƉƚŽϭΗŝĂŵĞƚĞƌŚƵĐŬĚĂƉƚŽƌͿͲ ůĞĐƚƌŝĐWŽǁĞƌĞĚ Ψ ϳϱ͘ϬϬ
ƵƚͲŽĨĨ^ĂǁͬŚĂŝŶ^Ăǁͬ^Ŭŝůů^Ăǁͬ:ŝŐ^Ăǁ Ψ ϳϱ͘ϬϬ ĞŵŽůŝƚŝŽŶ,ĂŵŵĞƌ;hƉƚŽϭΗŝĂŵĞƚĞƌŚƵĐŬĚĂƉƚŽƌͿͲ
ůĞĐƚƌŝĐWŽǁĞƌĞĚ ϳϱ͘ϬϬ Ψ
ƵĐƚZŽĚĚĞƌͲϱϬϬΖ Ψ ϴϬ͘ϬϬ
ƵĐƚZŽĚĚĞƌͲϭϬϬϬΖ Ψ ϭϬϬ͘ϬϬ

ůĞĐƚƌŝĐƌŝůů;ϭΗĚŝĂŵĞƚĞƌŵĂdžĚƌŝůůďŝƚͿ ϱϬ͘ϬϬ Ψ &ĂŶϯϬΗWĞĚĞƐƚĂůdLJƉĞ Ψ ϰϬ͘ϬϬ
'ĞŽWŚŽŶĞhŶĚĞƌŐƌŽƵŶĚ^ŽƵŶĚŝŶŐĞǀŝĐĞ;WŝŐ>ŽĐĂƚŽƌͿ Ψ ϭϳϱ͘ϬϬ 'ƌĂĚĞͬ&ůŽͲ>ŝŶĞ/ŶƐƚƌƵŵĞŶƚ ϲ͘ϬϬ Ψ
3DJHRI
&21),'(17,$/'2&80(17
35235,(7$5<75$'(6(&5(7
'2127',6&/26(
t͘͘ZĂƐŝĐŽŶƐƚƌƵĐƚŝŽŶ
ƋƵŝƉŵĞŶƚZĂƚĞƐ
ZĂƚĞƐ
ĨĨĞĐƚŝǀĞ:ĂŶƵĂƌLJϭ͕ϮϬϮϮ
DŝƐĐĞůůĂŶĞŽƵƐ
ƋƵŝƉŵĞŶƚ;ĐŽŶƚŝŶƵĞĚͿ ĂŝůLJZĂƚĞ
,ĞĂƚ'ƵŶͬEŽŶͲŽŶƚĂĐƚ/ŶĨƌĂƌĞĚdŚĞƌŵŽŵĞƚĞƌ Ψϰ͘ϬϬ ,ŽůŝĚĂLJdĞƐƚĞƌ;ĂůƐŽĨŽƌdͲ>ŽĐŬ>ŝŶĞƌdĞƐƚŝŶŐͿ ϱϬ͘ϬϬ Ψ :ĂĐŬŚĂŵŵĞƌϳϬ>ŝƌ ϭϰϰ͘ϬϬ Ψ
:ŝŐ^Ăǁ Ψ ϳϱ͘ϬϬ
dĞƐƚWƵŵƉ,LJĚƌŽƐƚĂƚŝĐͲϱ,W ϴϬ͘ϬϬ Ψ
dĞƐƚWƵŵƉ,LJĚƌŽƐƚĂƚŝĐͲϴ,W ϭϮϱ͘ϬϬ Ψ
,LJĚƌĂƵůŝĐdŽƌƋƵĞtƌĞŶĐŚϭΗͲ,LJdŽƌĐ ϯϬϬ͘ϬϬ Ψ
/ŵƉĂĐƚ'ƵŶͬƌŝǀĞƌͲhƉƚŽϭΗ;ϭϭ͕ϭϲϬ/ŶͲ>ďƐƚŽϭϲ͕ϮϬϬ/ŶͲ>ďƐͿ Ψ ϯϬ͘ϬϬ /ŵƉĂĐƚ'ƵŶͲhƉƚŽϭΗ;ϭϲϬϬ&ƚͲ>ďƐͬϭϵ͕ϮϬϬ/ŶͲ>ďƐͿ ϵϬ͘ϬϬ Ψ >ĂƐĞƌͲWŝƉĞΘ^ůŽƉĞdLJƉĞ ϳϱ͘ϬϬ Ψ
>ŝŐŚƚ^ƚĂŶĚ;^ŝŶŐůĞ>ĂŵƉϭϮϬsŽůƚͿ ϭϱ͘ϬϬ Ψ
>ŝŐŚƚdŽǁĞƌͲdŽǁĂďůĞhŶŝƚ;ϰ>ĂŵƉͿ ,ŽƵƌůLJZĂƚĞ Ϯϱ͘Ϭ Ψ Ϭ WĞĂŶƵƚ'ƌŝŶĚĞƌǁͬϱΖtŚŝƉ<ŝƚ ϯϳ͘ϱϬ Ψ
WŝƉĞƵƚƚĞƌƐͲϰΗƚŽϴΗŝĂŵĞƚĞƌ Ψ ϰϬ͘ϬϬ
WŝƉĞ>ŽĐĂƚŽƌ Ψ ϭϬϬ͘ϬϬ
WŝƉĞdŚƌĞĂĚĞƌ
ůĞĐƚƌŝĐ;ƵƉƚŽϮΗͿ ϳϬ͘ϬϬ Ψ
WŝƉĞdŚƌĞĂĚĞƌ
ůĞĐƚƌŝĐ;hƉƚŽϰΗͿ ϭϳϱ͘ϬϬ Ψ
WŝƉĞdŚƌĞĂĚĞƌ,ĂŶĚ;hƉƚŽϮΗͿ ϭϬϬ͘ϬϬ Ψ
WŝƉĞdŽŶŐƐ;ϰΗƚŽϭϮΗͿ Ψϴ͘ϬϬ
WŝƉĞdŽŶŐƐ;ϭϲΗƚŽϮϰΗͿ ϭϱ͘ϬϬ Ψ
WŝƉĞdŽŶŐƐ;ϯϬΗƚŽϯϲΗͿ ϮϬ͘ϬϬ Ψ
WůLJǁŽŽĚWƵůůĞƌƐ;hƉƚŽϲ͕ϬϬϬ>^Ϳ ϭϬ͘ϬϬ Ψ
WŽƌƚĂďůĞWŝƉĞsŝƐĞ;dƌŝƉŽĚ^ƚĂŶĚŝŶŐdLJƉĞͿ ϯϱ͘ϬϬ Ψ WƌĞƐƐƵƌĞtĂƐŚĞƌ Ψ ϲϬ͘ϬϬ
WƌĞƐƐƵƌĞtĂƐŚĞƌtĂƚĞƌƵĨĨĂůŽ;ϰϮϬϬW^/Ϳ ϭϲϬ͘ϬϬ Ψ ZĞďĂƌƵƚƚĞƌ;hƉƚŽϯͬϰΗDĂdžͿ ϭϮϬ͘ϬϬ Ψ
ZĞĐŝƉƌŽĐĂƚŝŶŐ^ĂǁnjĂůů Ψ ϳϱ͘ϬϬ
ZŽĐŬƌŝůů;hƉƚŽϭΗͿ ,ŽƵƌůLJZĂƚĞ ϭϲ͘ϬϬ Ψ
ZŽƚĂƌLJ,ĂŵŵĞƌ;hƉƚŽϭΗŝĂŵĞƚĞƌŚƵĐŬĚĂƉƚŽƌͿͲ
ůĞĐƚƌŝĐWŽǁĞƌĞĚ ϳϱ͘ϬϬ Ψ
^ĂŶĚůĂƐƚĞƌ Ψ ϭϳϱ͘ϬϬ
^ŽŝůWŝƉĞƵƚƚĞƌƐͬ^ŶĂƉƵƚƚĞƌƐͲhƉƚŽϯϬΗŝĂŵĞƚĞƌ Ψ ϰϬ͘ϬϬ ^ƚĞĂŵWƌĞƐƐƵƌĞtĂƐŚĞƌdƌĂŝůĞƌDŽƵŶƚĞĚ;ϯϱϬϬW^/Ϳ ϭϲϬ͘ϬϬ Ψ ^ƵƌǀĞLJhŶŝƚĨŽƌWŝŐZƵŶƐͲWƌŽŵĂƌŬϯ'W^dLJƉĞ;ǁŝƚŚƌĞĐĞŝǀŝŶŐƵŶŝƚƐͿ ϰϬϬ͘ϬϬ Ψ dĂƉƉŝŶŐDĂĐŚŝŶĞ;hƉdŽϮΗͲǁĂƚĞƌƐLJƐƚĞŵƐŽŶůLJͿ ,ŽƵƌůLJZĂƚĞ ϰϱ͘ϬϬ Ψ dĂƉƉŝŶŐDĂĐŚŝŶĞͲd͘͘tŝůůŝĂŵƐŽŶ;hƉƚŽϮΗͲWĞƚƌŽůĞƵŵͿ ,ŽƵƌůLJZĂƚĞ ϴϱ͘ϬϬ Ψ hƚŝůŝƚLJWŽůĞ^ƵƉƉŽƌƚ,ŽůĚĞƌ;ϰϬΖŵĂdžƉŽůĞŚĞŝŐŚƚͿ ϯϬ͘ϬϬ Ψ DŽƚŽƌ'ƌĂĚĞƌƐ ,ŽƵƌůLJZĂƚĞ
DŽƚŽƌ'ƌĂĚĞƌͲdϭϰϬDϯ;ϰϯ͕ϵϱϬ>^Ϳ͕ϮϬϬ,W ϭϭϬ͘ϬϬ Ψ KĨĨŝĐĞdƌĂŝůĞƌƐΘ^ƚŽƌĂŐĞŽŶƚĂŝŶĞƌƐ ĂŝůLJZĂƚĞ
KĨĨŝĐĞdƌĂŝůĞƌϴΖdžϭϲΖ͕ϴΖdžϮϴΖŽƌϴΖΖdžϯϮΖ ϰϴ͘ϬϬ Ψ KĨĨŝĐĞdƌĂŝůĞƌϭϮΖdžϱϲΖ͕ϭϮΖdžϱϮΖŽƌϭϮΖdžϲϬΖ ϳϬ͘ϬϬ Ψ ^ƚŽƌĂŐĞŽŶƚĂŝŶĞƌϴΖdžϮϬΖ ϭϬ͘ϬϬ Ψ
WŝƉĞ&ŝƚƚŝŶŐ
ƋƵŝƉŵĞŶƚ ĂŝůLJZĂƚĞ
ĞǀĞůĂŶĚǁͬdƌĂŶƐŵŝƐƐŝŽŶƌĂǁůĞƌ;hƉƚŽϮϰΗͿ ϴ͘ϬϬ Ψ ĞǀĞůDĂĐŚŝŶĞ;hƉƚŽϭϮΗͿ ϴ͘ϬϬ Ψ
ĞǀĞůDĂĐŚŝŶĞ;hƉƚŽϮϬΗͿ ϭϴ͘ϬϬ Ψ
ŽůĚƵƚƚĞƌͲ>ŽǁůĞĂƌĂŶĐĞ;ϮΗƚŽϭϰΗ^ƚĞĞůͿ ϰϬ͘ϬϬ Ψ 3DJHRI
&21),'(17,$/'2&80(17
35235,(7$5<75$'(6(&5(7
'2127',6&/26(
t͘͘ZĂƐŝĐŽŶƐƚƌƵĐƚŝŽŶ
ƋƵŝƉŵĞŶƚZĂƚĞƐ
ZĂƚĞƐ
ĨĨĞĐƚŝǀĞ:ĂŶƵĂƌLJϭ͕ϮϬϮϮ
WŝƉĞ&ŝƚƚŝŶŐ
ƋƵŝƉŵĞŶƚ;ĐŽŶƚŝŶƵĞĚͿ ĂŝůLJZĂƚĞ
ŽůĚƵƚƚĞƌͲ>ŽǁůĞĂƌĂŶĐĞͬZŽƚĂƌLJƵƚƚĞƌ;ϭϲΗƚŽϮϲΗ^ƚĞĞůͿ ϰ Ψ ϴ͘ϬϬ ŽƵďůĞ:ĂĐŬƐĐƌĞǁŚĂŝŶůĂŵƉͲDĂƚŚĞLJĞĂƌŵĂŶ;hƉƚŽϯϲΗͿ ϭϭϬ͘ϬϬ Ψ

ůĞĐƚƌŽŵĂŐŶĞƚŝĐƌŝůůWƌĞƐƐͬDĂŐƌŝůů;hƉƚŽϭΗͿ ϰϬ͘ϬϬ Ψ >ŝŶĞͲhƉůĂŵƉͬZĂĐŚĞƚ>ŝŶĞͲhƉ;hƉƚŽϭϮΗͿ Ϯ͘ϬϬ Ψ >ŝŶĞͲhƉůĂŵƉͬZĂĐŚĞƚ>ŝŶĞͲhƉ;hƉƚŽϮϰΗͿ ϱ͘ϬϬ Ψ DĞĐŚĂŶŝĐĂůWůƵŐ;hƉƚŽϭϮΗͿ Ϯ͘ϬϬ Ψ
DĞĐŚĂŶŝĐĂůWůƵŐ;hƉƚŽϮϰΗͿ ϱ͘ϬϬ Ψ
WŝƉĞŝƐƉĞŶƐŝŶŐdƌĂŝůĞƌ;hƉƚŽϮΗͿ ,ŽƵƌůLJZĂƚĞ ϭϮ͘ϬϬ Ψ WŝƉĞŝƐƉĞŶƐŝŶŐdƌĂŝůĞƌ;hƉƚŽϯΗͿ ,ŽƵƌůLJZĂƚĞ ϭϱ͘ϬϬ Ψ dŽƌƋƵĞtƌĞŶĐŚͲDĂŶƵĂů;hƉƚŽϭϬϬϬ>^Ϳ ϭϬϬ͘ϬϬ Ψ WŽƌƚĂďůĞŽŶĐƌĞƚĞĂƚĐŚWůĂŶƚ ,ŽƵƌůLJZĂƚĞ
WŽƌƚĂďůĞŽŶĐƌĞƚĞĂƚĐŚWůĂŶƚͲWŽƌƚͲͲWŽƵƌ;DĂdžƉƌŽĚƵĐƚŝŽŶΛϭϮϬhzƉĞƌŚŽƵƌͿ Ψ ϳϱ͘ϬϬ ZĞĐLJĐůŝŶŐ
ƋƵŝƉŵĞŶƚͲƌƵƐŚĞƌƐ͕^ĐƌĞĞŶƐΘŽŶǀĞLJŽƌƐ ĂŝůLJZĂƚĞ
ŽŶǀĞLJŽƌͬϰϬƵďŝĐzĂƌĚ>ŽĂĚKƵƚŝŶ ϮϱϬ͘ϬϬ Ψ
ŽŶǀĞLJŽƌͬ^ƚĂĐŬĞƌϯϲΗtŝĚĞdžϲϬΖ>ŽŶŐͲŶĂĐŽŶĚĂdZϲϬϯϲ ϮϱϬ͘ϬϬ Ψ ^ĐƌĞĞŶ&ƌĂŵĞϭϮΖtŝĚĞǁͬĚũƵƐƚĂďůĞdŽƉͲ'ƌŝnjnjůLJ ϭϬϬ͘ϬϬ Ψ ^ĐƌĞĞŶŝŶŐͬDĂƚĞƌŝĂůWƌŽĐĞƐƐŝŶŐDĂĐŚŝŶĞͲ^ĂŶĚǀŝŬYϭϰϬ^Ͳϯ;ϭϬϬ,Wͬϱϯ͕ϲϬϬ>^Ϳ ,ŽƵƌůLJZĂƚĞ ϭϬϱ͘ϬϬ Ψ ^ŚŽƌŝŶŐ
ƋƵŝƉŵĞŶƚ ĂŝůLJZĂƚĞ
ĞĂŵtϭϰdžϴϵdžϯϬΖ>ĞŶŐƚŚ ϭϱ͘ϰϬ Ψ
ĞĂŵtϭϰdžϴϵdžϰϬΖ>ĞŶŐƚŚ ϭϵ͘ϬϬ Ψ
ĞĂŵtϭϰdžϭϬϮdžϰϬΖ>ĞŶŐƚŚ ϮϬ͘ϱϬ Ψ
ĞĂŵtϭϰdžϭϮϬdžϰϬΖ>ĞŶŐƚŚ ϮϮ͘ϬϬ Ψ
ĞĂŵtϭϰdžϭϰϱdžϰϬΖ>ĞŶŐƚŚ Ϯϳ͘ϬϬ Ψ
ĞĂŵtϭϰdžϭϳϲdžϰϬΖ>ĞŶŐƚŚ ϯϯ͘ϬϬ Ψ
WůĂƚĞƐϱΖdžϴΖdžϭΗdŚŝĐŬ;ŶŽŶͲƚƌĞĂƚĞĚͿ ϲ͘ϬϬ Ψ WůĂƚĞƐϲΖdžϭϬΖdžϭΗdŚŝĐŬ;ŶŽŶͲƚƌĞĂƚĞĚͿ ϳ͘ϬϬ Ψ WůĂƚĞƐϴΖdžϭϬΖdžϭΗdŚŝĐŬ;ŶŽŶͲƚƌĞĂƚĞĚͿ ϴ͘ϬϬ Ψ WůĂƚĞƐϴΖdžϭϱΖdžϭΗdŚŝĐŬ;ŶŽŶͲƚƌĞĂƚĞĚͿ ϭϮ͘ϬϬ Ψ WůĂƚĞƐϴΖdžϮϬΖdžϭΗdŚŝĐŬ;ŶŽŶͲƚƌĞĂƚĞĚͿ ϭϯ͘ϬϬ Ψ DĂŶŚŽůĞ^ŚŽƌŝŶŐŽdžĞƐͲϴΖdžϴΖdžϴΖŚŝŐŚ;ƐƚĞĞůͿ ϴϬ͘ϬϬ Ψ DĂŶŚŽůĞ^ŚŽƌŝŶŐŽdžĞƐͲϴΖdžϭϬΖdžϭϬΖŚŝŐŚ;ƐƚĞĞůͿ ϭϭϬ͘ϬϬ Ψ dƌĞŶĐŚŽdžĞƐͲϲΖdžϮϬΖ;ƐƚĞĞůͿ ϴϬ͘ϬϬ Ψ
dƌĞŶĐŚŽdžĞƐͲϴΖdžϮϬΖ;ƐƚĞĞůͿ ϭϭϬ͘ϬϬ Ψ
dƌĞŶĐŚŽdžĞƐͲϰΖdžϮϰΖ;ƐƚĞĞůͿ ϴϱ͘ϬϬ Ψ
dƌĞŶĐŚŽdžĞƐͲϲΖdžϮϰΖ;ƐƚĞĞůͿ ϭϮϱ͘ϬϬ Ψ
dƌĞŶĐŚŽdžĞƐͲϭϬΖdžϮϰΖ;ƐƚĞĞůͿ ϮϬϱ͘ϬϬ Ψ
,LJĚƌĂƵůŝĐ^ƉĞĞĚ^ŚŽƌĞƐϮϴΗƚŽϰϲΗͲϯΖZĂŝů Ϯϳ͘ϬϬ Ψ ,LJĚƌĂƵůŝĐ^ƉĞĞĚ^ŚŽƌĞƐϮϴΗƚŽϰϲΗͲϱΖƌĂŝů Ϯϴ͘ϬϬ Ψ ,LJĚƌĂƵůŝĐ^ƉĞĞĚ^ŚŽƌĞƐϮϴΗƚŽϰϲΗͲϳΖZĂŝů Ϯϵ͘ϬϬ Ψ ,LJĚƌƵĂůŝĐ^ƉĞĞĚ^ŚŽƌĞƐϯϰΗƚŽϱϱΗͲϱΖZĂŝů ϯϬ͘ϬϬ Ψ ,LJĚƌĂƵůŝĐ^ƉĞĞĚ^ŚŽƌĞƐϱϮΗƚŽϴϴΗͲϱΖZĂŝů ϰϬ͘ϬϬ Ψ ,LJĚƌĂƵůŝĐ^ŚŽƌĞƐϱϮΗƚŽϴϴΗ^ŝŶŐůĞZĂŵͲϱΖƌĂŝů ϰϬ͘ϬϬ Ψ ,LJĚƌĂƵůŝĐ^ŚŽƌĞƐϱϮΗƚŽϴϴΗŽƵďůĞZĂŵͲϱΖZĂŝů ϲϬ͘ϬϬ Ψ ,LJĚƌĂƵůŝĐ^ƉĞĞĚ^ŚŽƌĞĐĐĞƐƐŽƌLJͲ,ĂŶĚWƵŵƉΘZĞůĞĂƐĞdŽŽů ϯϬ͘ϬϬ Ψ ,LJĚƌĂƵůŝĐϱϱΗƚŽϴϴΗ^ŝŶŐůĞZĂŵͲϮΖZĂŝů ϯϱ͘ϬϬ Ψ WůLJǁŽŽĚϰΖdžϴΖ^ŚĞĞƚϭϭͬϴΗdŚŝĐŬ ϴ͘ϬϬ Ψ
dŝŵďĞƌƐϰΗdžϭϮΗdžϭϬΖ>ŽŶŐ;dzWͿ ϭϱ͘ϬϬ Ψ
3DJHRI
&21),'(17,$/'2&80(17
35235,(7$5<75$'(6(&5(7
'2127',6&/26(
t͘͘ZĂƐŝĐŽŶƐƚƌƵĐƚŝŽŶ
ƋƵŝƉŵĞŶƚZĂƚĞƐ
ZĂƚĞƐ
ĨĨĞĐƚŝǀĞ:ĂŶƵĂƌLJϭ͕ϮϬϮϮ
^ŚŽƌŝŶŐ
ƋƵŝƉŵĞŶƚ;ĐŽŶƚŝŶƵĞĚͿ ĂŝůLJZĂƚĞ
dƌĞŶĐŚdŽƉϲΖdžϭϬΖdƌĞĂƚĞĚWůĂƚĞ ϴ͘ϬϬ Ψ
dƌĞŶĐŚdŽƉϴΖdžϭϬΖdƌĞĂƚĞĚWůĂƚĞ ϵ͘ϬϬ Ψ
^ǁĞĞƉĞƌƐΘƌŽŽŵƐ ,ŽƵƌůLJZĂƚĞ
ƌŽŽŵͬ^ǁĞĞƉĞƌͲ^ĞůĨWƌŽƉĞůůĞĚ ϰϬ͘ϬϬ Ψ
WŽǁĞƌƌŽŽŵͬWŽǁĞƌ^ǁĞĞƉĞƌ;tĂůŬĞŚŝŶĚͿ ĂŝůLJZĂƚĞ ϰϱ͘ϬϬ Ψ dƌĂĨĨŝĐŽŶƚƌŽů
ƋƵŝƉŵĞŶƚ ĂŝůLJZĂƚĞ
ƌƌŽǁŽĂƌĚ;^ŽůĂƌͿ ,ŽƵƌůLJZĂƚĞ ϭϮ͘ϬϬ Ψ ĂƌƌŝĐĂĚĞͲŽŵƉůŝĂŶƚWĞĚĞƐƚƌŝĂŶdLJƉĞ ϯ͘ϬϬ Ψ ĂƌƌŝĐĂĚĞ&ůĂƐŚĞƌ;>
ĂƌƌŝĐĂĚĞ>ŝŐŚƚͿ ϱ͘ϬϬ Ψ
ĂƌƌŝĐĂĚĞͲdLJƉĞ/;WĞĚĞƐƚƌŝĂŶdLJƉĞͲWůĂƐƚŝĐͿ ϭ͘Ϯϴ Ψ ĂƌƌŝĐĂĚĞͲdLJƉĞ// Ψϯ͘ϬϬ
ĂƌƌŝĐĂĚĞͲdLJƉĞ/// Ψϯ͘ϱϮ
ĞůŝŶĞĂƚŽƌͬdƌĂĨĨŝĐŽŶĞ ϭ͘Ϯϴ Ψ
ŚĂŝŶ>ŝŶŬ&ĞŶĐĞWĂŶĞůϲΖdžϭϬΖǁͬ&ĞĞƚ ϴ͘ϬϬ Ψ ƌĂƐŚĂƌƌĞůƐ;ǀĂƌŝŽƵƐƐŝnjĞƐͿ ϴ͘ϬϬ Ψ
<ͲZĂŝůϮϬΖůĞŶŐƚŚ Ψϴ͘ϬϬ
DĞƐƐĂŐĞŽĂƌĚͲWƌŽŐƌĂŵŵĂďůĞϰΖdžϴΖ ,ŽƵƌůLJZĂƚĞ ϭϴ͘ϬϬ Ψ ZĂŵƉWĞĚĞƐƚƌŝĂŶdLJƉĞ;ĂƌŝĂƚƌŝĐWĂŶĞůZĂŵƉͿ ϭϴ͘ϬϬ Ψ ZƵŵďůĞͬZŽĐŬͬdŝƌĞůĞĂŶŝŶŐWůĂƚĞƐϴΖdžϭϬΖ ϭϮ͘ϬϬ Ψ dƌĂĨĨŝĐƐŝŐŶƐϯϬΗdžϯϬΗ Ψϲ͘ϬϬ
dƌĂŝůĞƌƐ ,ŽƵƌůLJZĂƚĞ
dƌĂŝůĞƌͲƵŵƉdƌĂŝůĞƌͲϵ͕ϵϬϬ'stZ͕ϲΖdžϭϬΖ ϭϮ͘ϬϬ Ψ dƌĂŝůĞƌͲ
ŶĐůŽƐĞĚdLJƉĞϭϮΖ>ŽŶŐ
ŶĐůŽƐĞĚ;ŝŐͲhƉͿ ϮϬ͘ϬϬ Ψ
dƌĂŝůĞƌͲ
ŶĚƵŵƉdLJƉĞ;ϰϬ͕ϬϬϬ>DĂdžĂƉĂĐŝƚLJͿ ϭϱ͘ϬϬ Ψ dƌĂŝůĞƌͲ&ůĂƚďĞĚͬWůĂƚĨŽƌŵdLJƉĞϰϴΖ>ŽŶŐ Ϯϱ͘ϬϬ Ψ dƌĂŝůĞƌͲ>ŽǁŽLJdLJƉĞ,ĞĂǀLJ,ĂƵůͲϴϴ͕ϬϬϬ>DĂdž͘ĂƉĂĐŝƚLJ ϯϭ͘ Ψ ϬϬ dƌĂŝůĞƌͲWŝƉĞ,ĂƵůĞƌdLJƉĞͲϭϰΖůĞŶŐƚŚ ϭϬ͘ϬϬ Ψ dƌĂŝůĞƌͲZĞĞůdLJƉĞͲϱΖϰΗdžϵΖ;^ŝŶŐůĞZĞĞůͿ ϴ͘ϬϬ Ψ dƌĂŝůĞƌͲdŝůƚŽƌǁͬZĂŵƐdLJƉĞͲϭϬ͕ϬϬϬ>DĂdž͘ĂƉĂĐŝƚLJ;ĨŽƌƐƉŚĂůƚZŽůůĞƌƐͿ ϭϬ͘ϬϬ Ψ dƌĂŝůĞƌͲdŝůƚŽƌǁͬZĂŵƐdLJƉĞͲϭϵ͕ϬϬϬƚŽϮϬ͕ϬϬϬ>DĂdžĂƉĂĐŝƚLJ;ĨŽƌƐƉŚĂůƚZŽůůĞƌƐͿ ϭϮ͘ϬϬ Ψ dƌĂŝůĞƌͲdŝůƚŽƌǁͬZĂŵƐdLJƉĞͲϯϱ͕ϬϬϬƚŽϰϬ͕ϬϬϬ>DĂdžĂƉĂĐŝƚLJ;ĨŽƌsĂƌŝŽƵƐ ƋƵŝƉŵĞŶƚͿ ϭϱ͘ϬϬ Ψ
dƌĂŝůĞƌͲhƚŝůŝƚLJdLJƉĞͬdŽŽů,ĂƵůĞƌϭ͕ϲϬϬ>DĂdžĂƉĂĐŝƚLJ ϲ͘ϬϬ Ψ dƌĂŝůĞƌͲhƚŝůŝƚLJdLJƉĞͬdŽŽů,ĂƵůĞƌϯ͕ϬϬϬ>DĂdžĂƉĂĐŝƚLJ ϭϬ͘ϬϬ Ψ dƌĞŶĐŚĞƌƐΘŽŶǀĞLJŽƌ ,ŽƵƌůLJZĂƚĞ
dƌĞŶĐŚĞƌsĞƌŵĞĞƌdϲϱϱKĨĨƐĞƚ;ϮϰΗǁŝĚĞ͕ϳϮΗĚĞƉƚŚͿ ϯϮϱ͘ϬϬ Ψ ŽŶǀĞLJŽƌĨŽƌsĞƌŵĞĞƌdϲϱϱdƌĞŶĐŚĞƌ;ϮϰΗtŝĚƚŚͿ ϳϬ͘ϬϬ Ψ dƌƵĐŬƐ ,ŽƵƌůLJZĂƚĞ
dƌƵĐŬͲŽďƚĂŝůͬ&ůĂƚĞĚƵŵƉ ϲϱ͘ϬϬ Ψ
dƌƵĐŬͲ'ĂŶŐdƌƵĐŬDsϲϬϳ^;ϯϯ͕ϬϬϬ'stZͿ ϲϬ͘ϬϬ Ψ dƌƵĐŬͲ>ŽǁĞĚ,ĂƵůǁͬdƌĂŝůĞƌ;ϴϴ͕ϬϬϬ>DĂdž,ĂƵůĂƉĂĐŝƚLJͿ ϭϮ Ψ Ϭ͘ϬϬ dƌƵĐŬͲDĞĐŚĂŶŝĐƐdLJƉĞǁͬϴ͕ϱϬϬ>>ŝĨƚƌĂŶĞΘtĞůĚĞƌ ϳϱ͘ϬϬ Ψ dƌƵĐŬͲDĞĐŚĂŶŝĐƐdLJƉĞǁͬϭϰ͕ϬϬϬ>>ŝĨƚƌĂŶĞΘtĞůĚĞƌ ϳϱ͘ϬϬ Ψ dƌƵĐŬͲWŝĐŬͲƵƉdƌƵĐŬͬ^hsͬsĂŶ Ϯϵ͘ϬϬ Ψ
dƌƵĐŬͲ^ĞƌǀŝĐĞdLJƉĞ;&ͲϯϱϬ͕Θ&ͲϱϱϬͿ ϰϮ͘ϬϬ Ψ dƌƵĐŬͲ^ĞƌǀŝĐĞdLJƉĞ&ͲϱϱϬǁͬtĞůĚĞƌ;ϱϬϬDWͿͬŽŵƉƌĞƐƐŽƌ;ϲϬ&DͿ ϱϬ͘ϬϬ Ψ 3DJHRI
&21),'(17,$/'2&80(17
35235,(7$5<75$'(6(&5(7
'2127',6&/26(
t͘͘ZĂƐŝĐŽŶƐƚƌƵĐƚŝŽŶ
ƋƵŝƉŵĞŶƚZĂƚĞƐ
ZĂƚĞƐ
ĨĨĞĐƚŝǀĞ:ĂŶƵĂƌLJϭ͕ϮϬϮϮ
dƌƵĐŬƐ;ĐŽŶƚŝŶƵĞĚͿ ,ŽƵƌůLJZĂƚĞ
dƌƵĐŬͲ^ƚĂŬĞďĞĚdLJƉĞͲϭϭΖƚŽϭϲΖĞĚ>ĞŶŐƚŚ ϰϬ͘ϬϬ Ψ dƌƵĐŬͲDĞĐŚĂŶŝĐƐdLJƉĞǁͬϴ͕ϱϬϬ>>ŝĨƚƌĂŶĞΘtĞůĚĞƌ ϳϱ͘ϬϬ Ψ dƌƵĐŬͲDĞĐŚĂŶŝĐƐdLJƉĞǁͬϭϰ͕ϬϬϬ>>ŝĨƚƌĂŶĞΘtĞůĚĞƌ ϳϱ͘ϬϬ Ψ dƌƵĐŬͲ^ƚĂŬĞďĞĚdLJƉĞͲϮϰΖĞĚ>ĞŶŐƚŚ;Ϯϱ͕ϵϵϵůďƐͿ ϯϬ͘ϬϬ Ψ dƌƵĐŬͲ^ƵƉĞƌϭϬƵŵƉ;ϭϬhzĂƉĨŽƌŝƌƚͿ ϵϰ͘ϬϬ Ψ dƌƵĐŬͲtĂƚĞƌdLJƉĞϮ͕ϬϬϬ'ĂůůŽŶ ϰϲ͘ϬϬ Ψ
sĂĐƚŽƌdƌƵĐŬƐ ,ŽƵƌůLJZĂƚĞ
sĂĐƚŽƌdƌƵĐŬͬWŽƚŚŽůŝŶŐZŝŐ;ϴϬϬ'ĂůůŽŶͿ ϭϬϬ͘ϬϬ Ψ tĂƚĞƌWƵŵƉƐ ĂŝůLJZĂƚĞ
tĂƚĞƌWƵŵƉ^ƵďŵĞƌƐŝďůĞdLJƉĞ͕
ůĞĐƚƌŝĐWŽǁĞƌĞĚϮΗǁͬϮϱΖŽĨ^ƵĐƚŝŽŶ,ŽƐĞΘϱϬΖŽĨŝƐĐŚĂƌŐĞ,ŽƐĞ Ψ ϲϬ͘ϬϬ tĂƚĞƌWƵŵƉ^ƵďŵĞƌƐŝďůĞdLJƉĞ͕
ůĞĐƚƌŝĐWŽǁĞƌĞĚϯΗǁͬϮϱΖŽĨ^ƵĐƚŝŽŶ,ŽƐĞΘϱϬΖŽĨŝƐĐŚĂƌŐĞ,ŽƐĞ Ψ ϴϱ͘ϬϬ tĂƚĞƌWƵŵƉ^ƵďŵĞƌƐŝďůĞdLJƉĞ͕
ůĞĐƚƌŝĐWŽǁĞƌĞĚϰΗǁͬϮϱΖŽĨ^ƵĐƚŝŽŶ,ŽƐĞΘϱϬΖŽĨŝƐĐŚĂƌŐĞ,ŽƐĞ Ψ ϭϯϱ͘ϬϬ tĂƚĞƌͬ&ƵĞůdĂŶŬƐΘdŽǁĞƌƐ ĂŝůLJZĂƚĞ
ĞǁĂƚĞƌŝŶŐ^ĞĚŝŵĞŶƚdĂŶŬƐ;ϭ͕ϬϬϬ'ĂůůŽŶĂƉĂĐŝƚLJͿ ϭϬ͘ϬϬ Ψ &ƵĞůdĂŶŬͲϭ͕ϬϬϬ'ĂůůŽŶ;ƵĂůŽŶƚĂŝŶŵĞŶƚͿ ϱϲ͘ϬϬ Ψ tĂƚĞƌdĂŶŬdƌĂŝůĞƌdLJƉĞ;ϱϬϬ'ĂůůŽŶĂƉĂĐŝƚLJͿ ,ŽƵƌůLJZĂƚĞ ϴ͘ϬϬ Ψ tĂƚĞƌdŽǁĞƌͲdŽǁĂďůĞhŶŝƚ;hƉƚŽϭϮ͕ϬϬϬ'ĂůůŽŶͿ ϭϬϬ͘ϬϬ Ψ tĞůĚŝŶŐ
ƋƵŝƉŵĞŶƚ ,ŽƵƌůLJZĂƚĞ
ĂŶĚ^ĂǁͲWŽƌƚĂďůĞϰΗdžϰΗŵĂdžĐƵƚ Ψ ϭϬ͘ϬϬ
WůĂƐŵĂƵƚƚĞƌ Ψ ϮϬ͘ϬϬ
tĞůĚĞƌϮϬϬDW Ψ ϭϳ͘ϬϬ
tĞůĚĞƌϯϬϬDW Ψ ϭϴ͘ϱϬ
tĞůĚĞƌϯϬϬDWdŝŐDĂĐŚŝŶĞ ϭϴ͘ϱϬ Ψ
tĞůĚĞƌϱϬϬDW Ψ ϮϬ͘ϬϬ
tĞůĚZŝŐĨŽƌZŝŐtĞůĚĞƌ;ŝŶĐůƵĚĞƐĨƵĞůͬǁĞƚƌĂƚĞͿ ϰϱ͘ϬϬ Ψ 3DJHRI
&21),'(17,$/'2&80(17
35235,(7$5<75$'(6(&5(7
'2127',6&/26(
ŝƌŽŵƉƌĞƐƐŽƌƐ ,ŽƵƌůLJZĂƚĞ
ŝƌŽŵƉƌĞƐƐŽƌͲϭϯ,W;dƌƵĐŬDŽƵŶƚĞĚͿ ϴ͘ϬϬ Ψ ŝƌŽŵƉƌĞƐƐŽƌͲϭϴϱ&DǁͬƚŽŽůƐΘŚŽƐĞƐ Ϯϱ͘ϬϬ Ψ ƐƉŚĂůƚWĂǀŝŶŐ
ƋƵŝƉŵĞŶƚ ,ŽƵƌůLJZĂƚĞ
ƐƉŚĂůƚ^ƉƌĞĂĚĞƌŽdž;ǀĂƌŝĂďůĞǁŝĚƚŚͿ ϲ͘ϬϬ Ψ WƌŽƉĂŶĞdŽƌĐŚͲWŽƌƚĂďůĞ ϱ͘ϬϬ Ψ
ZŽůůĞƌͲϮϰΗtŝĚƚŚtĂůŬĞŚŝŶĚdLJƉĞ Ϯϰ͘ϬϬ Ψ
ZŽůůĞƌͲϯϬΗtŝĚƚŚtĂůŬĞŚŝŶĚdLJƉĞ Ϯϲ͘ϬϬ Ψ
ZŽůůĞƌͲϯϲΗtŝĚƚŚtĂůŬĞŚŝŶĚdLJƉĞ Ϯϴ͘ϬϬ Ψ
ZŽůůĞƌͲƐƉŚĂůƚsŝďƌĂƚŽƌLJƵĂůƌƵŵ^ŵŽŽƚŚdLJƉĞͲϯƚŽϱdŽŶ ϰ Ψ ϱ͘ϬϬ dĂĐŬ^ƉƌĂLJĞƌͬ
ŵƵůƐŝŽŶWŽƚ;ϮϮϬ'ĂůůŽŶĂƉĂĐŝƚLJͿ ϭϴ͘ϬϬ Ψ
ĂĐŬŚŽĞƐ ,ŽƵƌůLJZĂƚĞ
ĂĐŬŚŽĞͲĂƐĞϱϴϬ^ƵƉĞƌ^Dϰyϰ ϲϲ͘ϬϬ Ψ
ĂĐŬŚŽĞͲĂƐĞϱϵϬ^ƵƉĞƌDϰyϰ ϳϯ͘ϬϬ Ψ
ĂĐŬŚŽĞͲĂƐĞϱϵϬ^ƵƉĞƌ^Eϰyϰ ϳϳ͘ϬϬ Ψ
ĂĐŬŚŽĞͲdϰϯϬ
ϰdžϰ ϲϱ͘ϬϬ Ψ
ĂĐŬŚŽĞͲdϰϯϬͬϰϯϬ&ϮͬϰϱϬ&ϰdžϰ ϳϮ͘ϬϬ Ψ
ĂĐŬŚŽĞƚƚĂĐŚŵĞŶƚƐ ,ŽƵƌůLJZĂƚĞ
ƵŐĞƌƌŝůůĨŽƌĂĐŬŚŽĞͲϭϮΗŝĂŵĞƚĞƌ;DĂdžĞƉƚŚϴΖͿ ĂŝůLJZĂƚĞ ϭϴϬ͘ϬϬ Ψ ƵŐĞƌƌŝůůĨŽƌĂĐŬŚŽĞͲϮϰΗŝĂŵĞƚĞƌ;DĂdžĞƉƚŚϴΖͿ ĂŝůLJZĂƚĞ ϮϱϬ͘ϬϬ Ψ ,LJĚƌĂƵůŝĐƌĞĂŬĞƌϭϬϬϬ>ĨŽƌĂĐŬŚŽĞƐ ϱϬ͘ϬϬ Ψ ŽŵƉĂĐƚŝŽŶtŚĞĞůĨŽƌĂĐŬŚŽĞͲϭϮΗŽƌϭϴΗtŝĚĞ ϭϬ͘ϬϬ Ψ ŽƌŝŶŐ
ƋƵŝƉŵĞŶƚ ,ŽƵƌůLJZĂƚĞ
ĐĐƵͲWƵŶĐŚŽƌĞDŽůĞϮΗĚŝĂŵĞƚĞƌ Ψ ϮϬ͘ϬϬ
ĐĐƵͲWƵŶĐŚŽƌĞDŽůĞϯΗĚŝĂŵĞƚĞƌ Ψ Ϯϱ͘ϬϬ
ĐĐƵͲWƵŶĐŚŽƌĞDŽůĞϰΗĚŝĂŵĞƚĞƌ Ψ ϯϮ͘ϬϬ
ĐĐƵͲWƵŶĐŚŽƌĞDŽůĞϱͲϯͬϰΗĚŝĂŵĞƚĞƌ ϱϬ͘ϬϬ Ψ
ZĞĐŽŶŽƌĞDŽƚŽƌͲ/ŶŐĞƌƐŽůZĂŶĚDŽĚĞůϰϰ;ŝƌƌŝǀĞŶͿ ϭϬ͘ϬϬ Ψ ŽŵƉĂĐƚŝŽŶ
ƋƵŝƉŵĞŶƚ ,ŽƵƌůLJZĂƚĞ
dĂŵƉͬWŽǁĚĞƌWƵĨĨͲŝƌƌŝǀĞŶ ĂŝůLJZĂƚĞ Ϯϱ͘ϬϬ Ψ sŝďƌĂƚŽƌLJ^ŽŝůWůĂƚĞŽŵƉĂĐƚŽƌϯϰΗtŝĚĞ;dϯϮϬͬϯϯϬͬϯϮϱΘ:ϮϬϬͬϮϮϱ džĐĂǀĂƚŽƌͿ Ψ Ϯϲ͘ϬϬ
sŝďƌĂƚŽƌLJWůĂƚĞϮϰΗ;tĂůŬĞŚŝŶĚͿ ĂŝůLJZĂƚĞ ϭϬ Ψ Ϭ͘ϬϬ tĂĐŬĞƌ;:ƵŵƉŝŶŐ:ĂĐŬͿ ĂŝůLJZĂƚĞ ϭϬϬ͘ϬϬ Ψ ŽŶĐƌĞƚĞ
ƋƵŝƉŵĞŶƚ ĂŝůLJZĂƚĞ
ŽŶĐƌĞƚĞDŝdžĞƌͲϭͬϯhzĂƉĂĐŝƚLJ;dŽǁĞŚŝŶĚͿ ϵϬ͘ϬϬ Ψ ŽŶĐƌĞƚĞ^ĂǁͲtĂůŬĞŚŝŶĚ ,ŽƵƌůLJZĂƚĞ ϲϬ͘ϬϬ Ψ ŽŶĐƌĞƚĞsŝďƌĂƚŽƌ;
ůĞĐƚƌŝĐͿ ϭϬϬ͘ϬϬ Ψ
ŽŶĐƌĞƚĞtĂƐŚŽƵƚŝŶ;ϱ͘ϮϱhzͿ ϳϱ͘ϬϬ Ψ
ŽŶĨŝŶĞĚ^ƉĂĐĞΘ^ĂĨĞƚLJ
ƋƵŝƉŵĞŶƚ ĂŝůLJZĂƚĞ
ŝƌ^ƵƉƉůLJ^LJƐƚĞŵͲůůĞŐƌŽ ϮϱϬ͘ϬϬ Ψ
ŝƌĂƌƚǁͬϲϬDŝŶ͘ŽƚƚůĞƐ ϭϲϬ͘ϬϬ Ψ
^ƚƌĞƚĐŚĞƌĂƐŬĞƚǁͬƵĐŬůĞƐ ϳϱ͘ϬϬ Ψ
'ĂƐͬKdžLJŐĞŶDŽŶŝƚŽƌ Ψ ϭϬϬ͘ϬϬ
,ĂƌŶĞƐƐͲ&ƵůůŽĚLJdLJƉĞ ϭϱ͘ϬϬ Ψ
t͘͘ZĂƐŝĐŽŶƐƚƌƵĐƚŝŽŶ
ƋƵŝƉŵĞŶƚZĂƚĞƐ
ZĂƚĞƐ
ĨĨĞĐƚŝǀĞ:ĂŶƵĂƌLJϭ͕ϮϬϮϮ
3DJHRI
&21),'(17,$/'2&80(17
35235,(7$5<75$'(6(&5(7
'2127',6&/26(
t͘͘ZĂƐŝĐŽŶƐƚƌƵĐƚŝŽŶ
ƋƵŝƉŵĞŶƚZĂƚĞƐ
ZĂƚĞƐ
ĨĨĞĐƚŝǀĞ:ĂŶƵĂƌLJϭ͕ϮϬϮϮ
ŽŶĨŝŶĞĚ^ƉĂĐĞΘ^ĂĨĞƚLJ
ƋƵŝƉŵĞŶƚ;ĐŽŶƚŝŶƵĞĚͿ
>ĂŶLJĂƌĚZĞƚƌĂĐƚĂďůĞdLJƉĞͲϯϬΖ>ĞŶŐƚŚ;zŽͲzŽͿ ϯϱ͘ϬϬ Ψ DĂŶŚŽůĞůŽǁĞƌͲϰϭϯϬ&D;'ĂƐWŽǁĞƌĞĚͿ ϳϱ͘ϬϬ Ψ ^͘͘͘͘ϱŵŝŶƐ;^ĐŽƚƚ^<ͲW<Ϯ͘ϮͲϯ͘ϬͿ ϳϱ͘ϬϬ Ψ dƌŝƉŽĚǁͬtŝŶĐŚ&ŽƌŽŶĨŝŶĞĚ^ƉĂĐĞ
ŶƚƌLJ Ψ ϴϬ͘ϬϬ
sĞůŽŵĞƚĞƌ;ŝƌ&ůŽǁDĞĂƐƵƌŝŶŐĞǀŝĐĞͿ ϭϬϬ͘ϬϬ Ψ
sĞŶƚůŽǁĞƌdƌĂŝůĞƌDŽƵŶƚĞĚ;ϭϮ͕ϬϬϬ&DͿ ,ŽƵƌůLJZĂƚĞ ϯϬ͘ϬϬ Ψ sĞŶƚůŽǁĞƌdƌĂŝůĞƌDŽƵŶƚĞĚ;Ϯϱ͕ϬϬϬ&DͿ ,ŽƵƌůLJZĂƚĞ ϰϱ͘ϬϬ Ψ ƌŝůůZŝŐƐ ,ŽƵƌůLJZĂƚĞ
DŽďŝůƌĂŵͲ/dDϭϴͬϮϮ;ϴϯΖ,ĞŝŐŚƚͲϭϰϴ͕ϬϬϬ>^Ϳ ϱϴϬ͘ϬϬ Ψ >ŽͲƌŝůůͲ:ŽŚŶĞĞƌĞϰϱϬ>;ϭϬϮ͕ϬϬϬ>^Ϳ ϯϲϱ͘ϬϬ Ψ

džĐĂǀĂƚŽƌƐ ,ŽƵƌůLJZĂƚĞ

džĐĂǀĂƚŽƌͲŽďĐĂƚ
ϱϬ;ϭϭ͕ϴϳϲ>^Ϳ ϯϵ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϬϯ
;ϳ͕ϳϴϮ>^Ϳ Ϯϰ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϮϬ>h;ϱϭ͕ϳϱϬ>^Ϳ ϭϮϱ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdDϯϮϮͲtŚĞĞůĞĚ;ϱϭ͕ϴϬϵ>^Ϳ ϭϲϬ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϬϴ;ϮϬ͕Ϭϳϳ>^Ϳ ϱϬ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϮϱ>;ϲϰ͕ϰϲϬ>^Ϳ ϭϱϬ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϯϬ>;ϳϵ͕ϳϬϬ>^Ϳ ϮϰϬ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϯϱ;ϳϵ͕ϵϬϬ>^Ϳ ϮϱϮ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϯϱ&;ϴϰ͕ϲϬϰ>^ͿͲEŽ^ǁŝŶŐ Ϯϲϱ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϯϲ
>;ϴϲ͕ϳϵϲ>^Ϳ Ϯϳϱ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϰϱ>;ϭϬϬ͕ϴϭϬ>^Ϳ Ϯϵϱ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϰϵ;ϭϬϱ͕ϮϬϬ>^Ϳ ϭϲϬ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϯϴϱ>;ϭϴϳ͕ϯϲϬ>^Ϳ ϰϯϬ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲdϵϬϲ;ϭϯ͕ϮϮϴ>^Ϳ ϱϱ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲ:ŽŚŶĞĞƌĞϭϮϬ;Ϯϴ͕ϴϰϬ>^Ϳ ϵϬ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲ:ŽŚŶĞĞƌĞϮϮϱ>;ϱϯ͕ϵϯϲ>^Ϳ ϭϯϬ͘ϬϬ Ψ

džĐĂǀĂƚŽƌͲ<ŽŵĂƚƐƵWϭϮϱϬ>Ͳϴ;Ϯϰϵ͕ϱϲϬ>^Ϳ ϲϱϬ͘ϬϬ Ψ

džĐĂǀĂƚŽƌƚƚĂĐŚŵĞŶƚƐ ,ŽƵƌůLJZĂƚĞ
ĞĚĚŝŶŐŽŶǀĞLJŽƌϯϬΗtŝĚĞǁͬϴhzĂƉĂĐŝƚLJ,ŽƉƉĞƌͲ&ĞůĐŽ;ĨŽƌdϯϴϱ džĐĂǀĂƚŽƌͿ Ψ ϮϮ͘ϬϬ
ŽŶĐƌĞƚĞWƵůǀĞƌŝnjĞƌ:ĂǁdLJƉĞϲ͕ϯϬϬ>;ĨŽƌdϯϰϱ
džĐĂǀĂƚŽƌͿ ϳϬ Ψ ͘ϬϬ
ŽŵƉĂĐƚŝŽŶtŚĞĞůϮϰΗtŝĚĞ;ĨŽƌ:ϭϮϬ
džĐĂǀĂƚŽƌͿ ϭϮ͘ϬϬ Ψ
ŽŵƉĂĐƚŝŽŶtŚĞĞůϯϲΗtŝĚĞ;ĨŽƌ:ϮϬϬ͕dϯϮϬ͕dϯϮϱ͕dϯϯϬ džĐĂǀĂƚŽƌͿ ϭϮ͘ϬϬ Ψ
ŽŵƉĂĐƚŝŽŶtŚĞĞůϰϱΗtŝĚĞ;ĨŽƌdϯϮϱ͕dϯϯϬ͕dϯϮϬ džĐĂǀĂƚŽƌͿ ϭϰ͘ϬϬ Ψ
,LJĚƌĂƵůŝĐƌĞĂŬĞƌϭϬϬϬ>^;ĨŽƌ:ϭϮϬ
džĐĂǀĂƚŽƌͿ ϱϬ͘ϬϬ Ψ
,LJĚƌĂƵůŝĐƌĞĂŬĞƌϰϬϬϬ>^;ĨŽƌdϯϮϱ͕dϯϯϬ͕dϯϮϬ džĐĂǀĂƚŽƌͿ ϭϬϬ͘ϬϬ Ψ
,LJĚƌĂƵůŝĐƌĞĂŬĞƌϲϬϬϬ>^;ĨŽƌdϯϯϲ͕dϯϰϱ
džĐĂǀĂƚŽƌͿ ϭϲϬ͘ Ψ ϬϬ
,LJĚƌĂƵůŝĐƌĞĂŬĞƌϭϬϬϬϬ>^;ĨŽƌdϯϰϱ
džĐĂǀĂƚŽƌͿ ϮϲϬ͘ϬϬ Ψ
,LJĚƌĂƵůŝĐƌĞĂŬĞƌϭϱϬϬϬ>^;ĨŽƌ<ŽŵĂƚƐƵWϭϬϬϬ
džĐĂǀĂƚŽƌͿ ϯϮϬ͘Ϭ Ψ Ϭ
sŝďƌĂƚŽƌLJ,ĂŵŵĞƌ/,sZϭϬϬͲϰ͕ϱϴϱ>^;ĨŽƌdϯϯϲ͕dϯϰϱ džĐĂǀĂƚŽƌͿ ϳϱ͘ϬϬ Ψ
&ƵƐŝŽŶ ,ŽƵƌůLJZĂƚĞ
&ƵƐŝŽŶDĂĐŚŝŶĞ&Žƌ,W
ͲϰΗŝĂŵĞƚĞƌŵĂdž;Ƶƚƚ&ƵƐŝŽŶͿ Ψ Ϯϱ͘ϬϬ
&ƵƐŝŽŶDĂĐŚŝŶĞĨŽƌ,W
ͲϮΗŝĂŵĞƚĞƌDĂdž;^ŽĐŬĞƚ&ƵƐŝŽŶͿ Ψ ϭϬ͘ϬϬ
3DJHRI
&21),'(17,$/'2&80(17
35235,(7$5<75$'(6(&5(7
'2127',6&/26(
t͘͘ZĂƐŝĐŽŶƐƚƌƵĐƚŝŽŶ
ƋƵŝƉŵĞŶƚZĂƚĞƐ
ZĂƚĞƐ
ĨĨĞĐƚŝǀĞ:ĂŶƵĂƌLJϭ͕ϮϬϮϮ
'ĞŶĞƌĂƚŽƌƐ ,ŽƵƌůLJZĂƚĞ
'ĞŶĞƌĂƚŽƌϱ<tͲdƌƵĐŬDŽƵŶƚĞĚ ϭϬ͘ϬϬ Ψ
'ĞŶĞƌĂƚŽƌϮϱ<t Ψ ϮϬ͘ϬϬ
'ĞŶĞƌĂƚŽƌϰϱ<t Ψ ϯϱ͘ϬϬ
'ĞŶĞƌĂƚŽƌϭϭϴ<t Ψ ϴϬ͘ϬϬ
'ĞŶĞƌĂƚŽƌϮϯϬ<t Ψ ϭϮϬ͘ϬϬ
>ŝĨƚƐ ,ŽƵƌůLJZĂƚĞ
&ŽƌŬůŝĨƚͲ,LJƐƚĞƌǁͬϱ͕ϬϬϬ>>ŝĨƚĂƉĂĐŝƚLJ ϱϬ͘ϬϬ Ψ &ŽƌŬůŝĨƚͲůĂƌŬǁͬϴ͕ϬϬϬ>>ŝĨƚĂƉĂĐŝƚLJ ϱϱ͘ϬϬ Ψ &ŽƌŬůŝĨƚͲ,LJƐƚĞƌǁͬϭϱ͕ϱϬϬ>>ŝĨƚĂƉĂĐŝƚLJ ϳϬ͘ϬϬ Ψ dĞůĞƐĐŽƉŝŶŐ>ŝĨƚͲ'ƌĂĚĂůůǁͬϲϬϬϬ>>ŝĨƚĂƉĂĐŝƚLJΘϯϲΖZĞĂĐŚ Ψ ϱϱ͘ϬϬ dĞůĞŚĂŶĚůĞƌͲdd>ϭϮϱϱ͕KƉĞƌĂƚŝŶŐtĞŝŐŚƚ͗ϯϰ͕ϯϲϭůďƐ͕͘>ŝĨƚĂƉĂĐŝƚLJ͗ϭϮ͕ϬϬϬůďƐ ϭϭϬ͘ϬϬ Ψ >ŽĂĚĞƌƐ ,ŽƵƌůLJZĂƚĞ
>ŽĂĚĞƌͲdϵϱϬ,;ϰϰ͕ϰϯϱ>^Ϳ ϭϱϬ͘ϬϬ Ψ
>ŽĂĚĞƌͲdϵϱϬD;ϰϮ͕ϯϱϳ>^Ϳ ϭϱϬ͘ϬϬ Ψ
>ŽĂĚĞƌͲdϵϲϲD;ϱϭ͕ϭϳϲ>^Ϳ ϮϬϬ͘ϬϬ Ψ
>ŽĂĚĞƌͲdϵϴϬ,;ϲϴ͕ϰϴϵ>^Ϳ ϮϱϬ͘ϬϬ Ψ
>ŽĂĚĞƌͲ:ŽŚŶĞĞƌĞϱϰϰ:;ϯϬ͕ϰϱϵ>^Ϳ ϴϱ͘ϬϬ Ψ ^ŬŝĚ^ƚĞĞƌ>ŽĂĚĞƌͲdϮϲϮϮ;ϳ͕ϵϲϴ>^Ϳ ϰϵ͘ϬϬ Ψ ^ŬŝĚ^ƚĞĞƌ>ŽĂĚĞƌͲdϮϲϮ;ϴ͕Ϭϭϭ>^Ϳ ϰϵ͘ϬϬ Ψ ^ŬŝĚ^ƚĞĞƌ>ŽĂĚĞƌͲdϮϲϮϯ;ϴ͕Ϯϵϲ>^Ϳ ϰϵ͘ϬϬ Ψ ^ŬŝĚ^ƚĞĞƌ>ŽĂĚĞƌͲdϮϳϮy,W;ϵ͕Ϯϱϱ>^Ϳ ϱϬ͘ϬϬ Ψ >ŽĂĚĞƌƚƚĂĐŚŵĞŶƚƐ ,ŽƵƌůLJZĂƚĞ
ƐƉŚĂůƚŝƉƉĞƌͲϯϬΗtŝĚƚŚ;ĨŽƌ^
ϱϵϬͬdϰϱϬŽƌůĂƌŐĞƌͿ ϲϱ͘ϬϬ Ψ
ƐƉŚĂůƚŝƉƉĞƌͲϰϴΗtŝĚƚŚ;ĨŽƌdϵϱϬ>ŽĂĚĞƌŽƌ>ĂƌŐĞƌͿ ϵϬ͘ϬϬ Ψ ƌŽŽŵͬ^ǁĞĞƉĞƌ;ĨŽƌdϮϰϴ͕dϮϲϮΘϮϲϮͿ ϭϬ͘ϬϬ Ψ ŽŵƉĂĐƚŝŽŶtŚĞĞůͲϮϰΗtŝĚƚŚ;ĨŽƌdϵϱϬ͕dϵϳϮͿ ϭϮ͘ϬϬ Ψ ,LJĚƌĂƵůŝĐƌĞĂŬĞƌϲϬϬ>;ĨŽƌdϮϲϮͿ ϯϱ͘ϬϬ Ψ ŽůĚWůĂŶŶĞƌͲhƉƚŽϮϰΗ;ĨŽƌdϮϰϴ͕dϮϲϮΘϮϲϮͿ ϮϬ͘ϬϬ Ψ DŝƐĐĞůůĂŶĞŽƵƐ
ƋƵŝƉŵĞŶƚ ĂŝůLJZĂƚĞ
ŝƌ,ĂĐŬƐĂǁ Ψ ϳϱ͘ϬϬ
ŝƌ,ĂŵŵĞƌ Ψ ϳϱ͘ϬϬ
ŝƌZĂƚĐŚĞƚ Ψ ϯϬ͘ϬϬ
ŶŐůĞ'ƌŝŶĚĞƌǁͬϰ͘ϱΗtŚĞĞůŝĂŵĞƚĞƌ ϯϳ͘ϱϬ Ψ
ƵƚŽ>ĞǀĞůǁͬĂƐĞdƌŝƉŽĚΘZŽĚ;DĂŐŶŝĨŝĐĂƚŝŽŶ͗ϮϴyͿ ϳϱ͘ϬϬ Ψ ĂƌƚͲdsdLJƉĞ;'ĂƐWŽǁĞƌĞĚͬϰWĂƐƐĞŶŐĞƌͿ ,ŽƵƌůLJZĂƚĞ ϭϱ͘ϬϬ Ψ ĂƌƚͲ'ŽůĨdLJƉĞ Ψ ϳϱ͘ϬϬ
ŚŝƉƉŝŶŐŐƵŶͬŝƌ,ĂŵŵĞƌͬZŝǀĞƚƵƐƚĞƌǁͬdŽŽůƐ ϳϱ͘ϬϬ Ψ ůĂLJ^ƉĂĚĞ Ψ ϱϬ͘ϬϬ
ŽŵďŝŶĂƚŝŽŶZŽƚĂƌLJ,ĂŵŵĞƌ;hƉƚŽϭΗŝĂŵĞƚĞƌŚƵĐŬĚĂƉƚŽƌͿͲ ůĞĐƚƌŝĐWŽǁĞƌĞĚ Ψ ϳϱ͘ϬϬ
ƵƚͲŽĨĨ^ĂǁͬŚĂŝŶ^Ăǁͬ^Ŭŝůů^Ăǁͬ:ŝŐ^Ăǁ Ψ ϳϱ͘ϬϬ ĞŵŽůŝƚŝŽŶ,ĂŵŵĞƌ;hƉƚŽϭΗŝĂŵĞƚĞƌŚƵĐŬĚĂƉƚŽƌͿͲ
ůĞĐƚƌŝĐWŽǁĞƌĞĚ ϳϱ͘ϬϬ Ψ
ƵĐƚZŽĚĚĞƌͲϱϬϬΖ Ψ ϴϬ͘ϬϬ
ƵĐƚZŽĚĚĞƌͲϭϬϬϬΖ Ψ ϭϬϬ͘ϬϬ

ůĞĐƚƌŝĐƌŝůů;ϭΗĚŝĂŵĞƚĞƌŵĂdžĚƌŝůůďŝƚͿ ϱϬ͘ϬϬ Ψ &ĂŶϯϬΗWĞĚĞƐƚĂůdLJƉĞ Ψ ϰϬ͘ϬϬ
'ĞŽWŚŽŶĞhŶĚĞƌŐƌŽƵŶĚ^ŽƵŶĚŝŶŐĞǀŝĐĞ;WŝŐ>ŽĐĂƚŽƌͿ Ψ ϭϳϱ͘ϬϬ 'ƌĂĚĞͬ&ůŽͲ>ŝŶĞ/ŶƐƚƌƵŵĞŶƚ ϲ͘ϬϬ Ψ
3DJHRI
&21),'(17,$/'2&80(17
35235,(7$5<75$'(6(&5(7
'2127',6&/26(
t͘͘ZĂƐŝĐŽŶƐƚƌƵĐƚŝŽŶ
ƋƵŝƉŵĞŶƚZĂƚĞƐ
ZĂƚĞƐ
ĨĨĞĐƚŝǀĞ:ĂŶƵĂƌLJϭ͕ϮϬϮϮ
DŝƐĐĞůůĂŶĞŽƵƐ
ƋƵŝƉŵĞŶƚ;ĐŽŶƚŝŶƵĞĚͿ ĂŝůLJZĂƚĞ
,ĞĂƚ'ƵŶͬEŽŶͲŽŶƚĂĐƚ/ŶĨƌĂƌĞĚdŚĞƌŵŽŵĞƚĞƌ Ψϰ͘ϬϬ ,ŽůŝĚĂLJdĞƐƚĞƌ;ĂůƐŽĨŽƌdͲ>ŽĐŬ>ŝŶĞƌdĞƐƚŝŶŐͿ ϱϬ͘ϬϬ Ψ :ĂĐŬŚĂŵŵĞƌϳϬ>ŝƌ ϭϰϰ͘ϬϬ Ψ
:ŝŐ^Ăǁ Ψ ϳϱ͘ϬϬ
dĞƐƚWƵŵƉ,LJĚƌŽƐƚĂƚŝĐͲϱ,W ϴϬ͘ϬϬ Ψ
dĞƐƚWƵŵƉ,LJĚƌŽƐƚĂƚŝĐͲϴ,W ϭϮϱ͘ϬϬ Ψ
,LJĚƌĂƵůŝĐdŽƌƋƵĞtƌĞŶĐŚϭΗͲ,LJdŽƌĐ ϯϬϬ͘ϬϬ Ψ
/ŵƉĂĐƚ'ƵŶͬƌŝǀĞƌͲhƉƚŽϭΗ;ϭϭ͕ϭϲϬ/ŶͲ>ďƐƚŽϭϲ͕ϮϬϬ/ŶͲ>ďƐͿ Ψ ϯϬ͘ϬϬ /ŵƉĂĐƚ'ƵŶͲhƉƚŽϭΗ;ϭϲϬϬ&ƚͲ>ďƐͬϭϵ͕ϮϬϬ/ŶͲ>ďƐͿ ϵϬ͘ϬϬ Ψ >ĂƐĞƌͲWŝƉĞΘ^ůŽƉĞdLJƉĞ ϳϱ͘ϬϬ Ψ
>ŝŐŚƚ^ƚĂŶĚ;^ŝŶŐůĞ>ĂŵƉϭϮϬsŽůƚͿ ϭϱ͘ϬϬ Ψ
>ŝŐŚƚdŽǁĞƌͲdŽǁĂďůĞhŶŝƚ;ϰ>ĂŵƉͿ ,ŽƵƌůLJZĂƚĞ Ϯϱ͘Ϭ Ψ Ϭ WĞĂŶƵƚ'ƌŝŶĚĞƌǁͬϱΖtŚŝƉ<ŝƚ ϯϳ͘ϱϬ Ψ
WŝƉĞƵƚƚĞƌƐͲϰΗƚŽϴΗŝĂŵĞƚĞƌ Ψ ϰϬ͘ϬϬ
WŝƉĞ>ŽĐĂƚŽƌ Ψ ϭϬϬ͘ϬϬ
WŝƉĞdŚƌĞĂĚĞƌ
ůĞĐƚƌŝĐ;ƵƉƚŽϮΗͿ ϳϬ͘ϬϬ Ψ
WŝƉĞdŚƌĞĂĚĞƌ
ůĞĐƚƌŝĐ;hƉƚŽϰΗͿ ϭϳϱ͘ϬϬ Ψ
WŝƉĞdŚƌĞĂĚĞƌ,ĂŶĚ;hƉƚŽϮΗͿ ϭϬϬ͘ϬϬ Ψ
WŝƉĞdŽŶŐƐ;ϰΗƚŽϭϮΗͿ Ψϴ͘ϬϬ
WŝƉĞdŽŶŐƐ;ϭϲΗƚŽϮϰΗͿ ϭϱ͘ϬϬ Ψ
WŝƉĞdŽŶŐƐ;ϯϬΗƚŽϯϲΗͿ ϮϬ͘ϬϬ Ψ
WůLJǁŽŽĚWƵůůĞƌƐ;hƉƚŽϲ͕ϬϬϬ>^Ϳ ϭϬ͘ϬϬ Ψ
WŽƌƚĂďůĞWŝƉĞsŝƐĞ;dƌŝƉŽĚ^ƚĂŶĚŝŶŐdLJƉĞͿ ϯϱ͘ϬϬ Ψ WƌĞƐƐƵƌĞtĂƐŚĞƌ Ψ ϲϬ͘ϬϬ
WƌĞƐƐƵƌĞtĂƐŚĞƌtĂƚĞƌƵĨĨĂůŽ;ϰϮϬϬW^/Ϳ ϭϲϬ͘ϬϬ Ψ ZĞďĂƌƵƚƚĞƌ;hƉƚŽϯͬϰΗDĂdžͿ ϭϮϬ͘ϬϬ Ψ
ZĞĐŝƉƌŽĐĂƚŝŶŐ^ĂǁnjĂůů Ψ ϳϱ͘ϬϬ
ZŽĐŬƌŝůů;hƉƚŽϭΗͿ ,ŽƵƌůLJZĂƚĞ ϭϲ͘ϬϬ Ψ
ZŽƚĂƌLJ,ĂŵŵĞƌ;hƉƚŽϭΗŝĂŵĞƚĞƌŚƵĐŬĚĂƉƚŽƌͿͲ
ůĞĐƚƌŝĐWŽǁĞƌĞĚ ϳϱ͘ϬϬ Ψ
^ĂŶĚůĂƐƚĞƌ Ψ ϭϳϱ͘ϬϬ
^ŽŝůWŝƉĞƵƚƚĞƌƐͬ^ŶĂƉƵƚƚĞƌƐͲhƉƚŽϯϬΗŝĂŵĞƚĞƌ Ψ ϰϬ͘ϬϬ ^ƚĞĂŵWƌĞƐƐƵƌĞtĂƐŚĞƌdƌĂŝůĞƌDŽƵŶƚĞĚ;ϯϱϬϬW^/Ϳ ϭϲϬ͘ϬϬ Ψ ^ƵƌǀĞLJhŶŝƚĨŽƌWŝŐZƵŶƐͲWƌŽŵĂƌŬϯ'W^dLJƉĞ;ǁŝƚŚƌĞĐĞŝǀŝŶŐƵŶŝƚƐͿ ϰϬϬ͘ϬϬ Ψ dĂƉƉŝŶŐDĂĐŚŝŶĞ;hƉdŽϮΗͲǁĂƚĞƌƐLJƐƚĞŵƐŽŶůLJͿ ,ŽƵƌůLJZĂƚĞ ϰϱ͘ϬϬ Ψ dĂƉƉŝŶŐDĂĐŚŝŶĞͲd͘͘tŝůůŝĂŵƐŽŶ;hƉƚŽϮΗͲWĞƚƌŽůĞƵŵͿ ,ŽƵƌůLJZĂƚĞ ϴϱ͘ϬϬ Ψ hƚŝůŝƚLJWŽůĞ^ƵƉƉŽƌƚ,ŽůĚĞƌ;ϰϬΖŵĂdžƉŽůĞŚĞŝŐŚƚͿ ϯϬ͘ϬϬ Ψ DŽƚŽƌ'ƌĂĚĞƌƐ ,ŽƵƌůLJZĂƚĞ
DŽƚŽƌ'ƌĂĚĞƌͲdϭϰϬDϯ;ϰϯ͕ϵϱϬ>^Ϳ͕ϮϬϬ,W ϭϭϬ͘ϬϬ Ψ KĨĨŝĐĞdƌĂŝůĞƌƐΘ^ƚŽƌĂŐĞŽŶƚĂŝŶĞƌƐ ĂŝůLJZĂƚĞ
KĨĨŝĐĞdƌĂŝůĞƌϴΖdžϭϲΖ͕ϴΖdžϮϴΖŽƌϴΖΖdžϯϮΖ ϰϴ͘ϬϬ Ψ KĨĨŝĐĞdƌĂŝůĞƌϭϮΖdžϱϲΖ͕ϭϮΖdžϱϮΖŽƌϭϮΖdžϲϬΖ ϳϬ͘ϬϬ Ψ ^ƚŽƌĂŐĞŽŶƚĂŝŶĞƌϴΖdžϮϬΖ ϭϬ͘ϬϬ Ψ
WŝƉĞ&ŝƚƚŝŶŐ
ƋƵŝƉŵĞŶƚ ĂŝůLJZĂƚĞ
ĞǀĞůĂŶĚǁͬdƌĂŶƐŵŝƐƐŝŽŶƌĂǁůĞƌ;hƉƚŽϮϰΗͿ ϴ͘ϬϬ Ψ ĞǀĞůDĂĐŚŝŶĞ;hƉƚŽϭϮΗͿ ϴ͘ϬϬ Ψ
ĞǀĞůDĂĐŚŝŶĞ;hƉƚŽϮϬΗͿ ϭϴ͘ϬϬ Ψ
ŽůĚƵƚƚĞƌͲ>ŽǁůĞĂƌĂŶĐĞ;ϮΗƚŽϭϰΗ^ƚĞĞůͿ ϰϬ͘ϬϬ Ψ 3DJHRI
&21),'(17,$/'2&80(17
35235,(7$5<75$'(6(&5(7
'2127',6&/26(
t͘͘ZĂƐŝĐŽŶƐƚƌƵĐƚŝŽŶ
ƋƵŝƉŵĞŶƚZĂƚĞƐ
ZĂƚĞƐ
ĨĨĞĐƚŝǀĞ:ĂŶƵĂƌLJϭ͕ϮϬϮϮ
WŝƉĞ&ŝƚƚŝŶŐ
ƋƵŝƉŵĞŶƚ;ĐŽŶƚŝŶƵĞĚͿ ĂŝůLJZĂƚĞ
ŽůĚƵƚƚĞƌͲ>ŽǁůĞĂƌĂŶĐĞͬZŽƚĂƌLJƵƚƚĞƌ;ϭϲΗƚŽϮϲΗ^ƚĞĞůͿ ϰ Ψ ϴ͘ϬϬ ŽƵďůĞ:ĂĐŬƐĐƌĞǁŚĂŝŶůĂŵƉͲDĂƚŚĞLJĞĂƌŵĂŶ;hƉƚŽϯϲΗͿ ϭϭϬ͘ϬϬ Ψ

ůĞĐƚƌŽŵĂŐŶĞƚŝĐƌŝůůWƌĞƐƐͬDĂŐƌŝůů;hƉƚŽϭΗͿ ϰϬ͘ϬϬ Ψ >ŝŶĞͲhƉůĂŵƉͬZĂĐŚĞƚ>ŝŶĞͲhƉ;hƉƚŽϭϮΗͿ Ϯ͘ϬϬ Ψ >ŝŶĞͲhƉůĂŵƉͬZĂĐŚĞƚ>ŝŶĞͲhƉ;hƉƚŽϮϰΗͿ ϱ͘ϬϬ Ψ DĞĐŚĂŶŝĐĂůWůƵŐ;hƉƚŽϭϮΗͿ Ϯ͘ϬϬ Ψ
DĞĐŚĂŶŝĐĂůWůƵŐ;hƉƚŽϮϰΗͿ ϱ͘ϬϬ Ψ
WŝƉĞŝƐƉĞŶƐŝŶŐdƌĂŝůĞƌ;hƉƚŽϮΗͿ ,ŽƵƌůLJZĂƚĞ ϭϮ͘ϬϬ Ψ WŝƉĞŝƐƉĞŶƐŝŶŐdƌĂŝůĞƌ;hƉƚŽϯΗͿ ,ŽƵƌůLJZĂƚĞ ϭϱ͘ϬϬ Ψ dŽƌƋƵĞtƌĞŶĐŚͲDĂŶƵĂů;hƉƚŽϭϬϬϬ>^Ϳ ϭϬϬ͘ϬϬ Ψ WŽƌƚĂďůĞŽŶĐƌĞƚĞĂƚĐŚWůĂŶƚ ,ŽƵƌůLJZĂƚĞ
WŽƌƚĂďůĞŽŶĐƌĞƚĞĂƚĐŚWůĂŶƚͲWŽƌƚͲͲWŽƵƌ;DĂdžƉƌŽĚƵĐƚŝŽŶΛϭϮϬhzƉĞƌŚŽƵƌͿ Ψ ϳϱ͘ϬϬ ZĞĐLJĐůŝŶŐ
ƋƵŝƉŵĞŶƚͲƌƵƐŚĞƌƐ͕^ĐƌĞĞŶƐΘŽŶǀĞLJŽƌƐ ĂŝůLJZĂƚĞ
ŽŶǀĞLJŽƌͬϰϬƵďŝĐzĂƌĚ>ŽĂĚKƵƚŝŶ ϮϱϬ͘ϬϬ Ψ
ŽŶǀĞLJŽƌͬ^ƚĂĐŬĞƌϯϲΗtŝĚĞdžϲϬΖ>ŽŶŐͲŶĂĐŽŶĚĂdZϲϬϯϲ ϮϱϬ͘ϬϬ Ψ ^ĐƌĞĞŶ&ƌĂŵĞϭϮΖtŝĚĞǁͬĚũƵƐƚĂďůĞdŽƉͲ'ƌŝnjnjůLJ ϭϬϬ͘ϬϬ Ψ ^ĐƌĞĞŶŝŶŐͬDĂƚĞƌŝĂůWƌŽĐĞƐƐŝŶŐDĂĐŚŝŶĞͲ^ĂŶĚǀŝŬYϭϰϬ^Ͳϯ;ϭϬϬ,Wͬϱϯ͕ϲϬϬ>^Ϳ ,ŽƵƌůLJZĂƚĞ ϭϬϱ͘ϬϬ Ψ ^ŚŽƌŝŶŐ
ƋƵŝƉŵĞŶƚ ĂŝůLJZĂƚĞ
ĞĂŵtϭϰdžϴϵdžϯϬΖ>ĞŶŐƚŚ ϭϱ͘ϰϬ Ψ
ĞĂŵtϭϰdžϴϵdžϰϬΖ>ĞŶŐƚŚ ϭϵ͘ϬϬ Ψ
ĞĂŵtϭϰdžϭϬϮdžϰϬΖ>ĞŶŐƚŚ ϮϬ͘ϱϬ Ψ
ĞĂŵtϭϰdžϭϮϬdžϰϬΖ>ĞŶŐƚŚ ϮϮ͘ϬϬ Ψ
ĞĂŵtϭϰdžϭϰϱdžϰϬΖ>ĞŶŐƚŚ Ϯϳ͘ϬϬ Ψ
ĞĂŵtϭϰdžϭϳϲdžϰϬΖ>ĞŶŐƚŚ ϯϯ͘ϬϬ Ψ
WůĂƚĞƐϱΖdžϴΖdžϭΗdŚŝĐŬ;ŶŽŶͲƚƌĞĂƚĞĚͿ ϲ͘ϬϬ Ψ WůĂƚĞƐϲΖdžϭϬΖdžϭΗdŚŝĐŬ;ŶŽŶͲƚƌĞĂƚĞĚͿ ϳ͘ϬϬ Ψ WůĂƚĞƐϴΖdžϭϬΖdžϭΗdŚŝĐŬ;ŶŽŶͲƚƌĞĂƚĞĚͿ ϴ͘ϬϬ Ψ WůĂƚĞƐϴΖdžϭϱΖdžϭΗdŚŝĐŬ;ŶŽŶͲƚƌĞĂƚĞĚͿ ϭϮ͘ϬϬ Ψ WůĂƚĞƐϴΖdžϮϬΖdžϭΗdŚŝĐŬ;ŶŽŶͲƚƌĞĂƚĞĚͿ ϭϯ͘ϬϬ Ψ DĂŶŚŽůĞ^ŚŽƌŝŶŐŽdžĞƐͲϴΖdžϴΖdžϴΖŚŝŐŚ;ƐƚĞĞůͿ ϴϬ͘ϬϬ Ψ DĂŶŚŽůĞ^ŚŽƌŝŶŐŽdžĞƐͲϴΖdžϭϬΖdžϭϬΖŚŝŐŚ;ƐƚĞĞůͿ ϭϭϬ͘ϬϬ Ψ dƌĞŶĐŚŽdžĞƐͲϲΖdžϮϬΖ;ƐƚĞĞůͿ ϴϬ͘ϬϬ Ψ
dƌĞŶĐŚŽdžĞƐͲϴΖdžϮϬΖ;ƐƚĞĞůͿ ϭϭϬ͘ϬϬ Ψ
dƌĞŶĐŚŽdžĞƐͲϰΖdžϮϰΖ;ƐƚĞĞůͿ ϴϱ͘ϬϬ Ψ
dƌĞŶĐŚŽdžĞƐͲϲΖdžϮϰΖ;ƐƚĞĞůͿ ϭϮϱ͘ϬϬ Ψ
dƌĞŶĐŚŽdžĞƐͲϭϬΖdžϮϰΖ;ƐƚĞĞůͿ ϮϬϱ͘ϬϬ Ψ
,LJĚƌĂƵůŝĐ^ƉĞĞĚ^ŚŽƌĞƐϮϴΗƚŽϰϲΗͲϯΖZĂŝů Ϯϳ͘ϬϬ Ψ ,LJĚƌĂƵůŝĐ^ƉĞĞĚ^ŚŽƌĞƐϮϴΗƚŽϰϲΗͲϱΖƌĂŝů Ϯϴ͘ϬϬ Ψ ,LJĚƌĂƵůŝĐ^ƉĞĞĚ^ŚŽƌĞƐϮϴΗƚŽϰϲΗͲϳΖZĂŝů Ϯϵ͘ϬϬ Ψ ,LJĚƌƵĂůŝĐ^ƉĞĞĚ^ŚŽƌĞƐϯϰΗƚŽϱϱΗͲϱΖZĂŝů ϯϬ͘ϬϬ Ψ ,LJĚƌĂƵůŝĐ^ƉĞĞĚ^ŚŽƌĞƐϱϮΗƚŽϴϴΗͲϱΖZĂŝů ϰϬ͘ϬϬ Ψ ,LJĚƌĂƵůŝĐ^ŚŽƌĞƐϱϮΗƚŽϴϴΗ^ŝŶŐůĞZĂŵͲϱΖƌĂŝů ϰϬ͘ϬϬ Ψ ,LJĚƌĂƵůŝĐ^ŚŽƌĞƐϱϮΗƚŽϴϴΗŽƵďůĞZĂŵͲϱΖZĂŝů ϲϬ͘ϬϬ Ψ ,LJĚƌĂƵůŝĐ^ƉĞĞĚ^ŚŽƌĞĐĐĞƐƐŽƌLJͲ,ĂŶĚWƵŵƉΘZĞůĞĂƐĞdŽŽů ϯϬ͘ϬϬ Ψ ,LJĚƌĂƵůŝĐϱϱΗƚŽϴϴΗ^ŝŶŐůĞZĂŵͲϮΖZĂŝů ϯϱ͘ϬϬ Ψ WůLJǁŽŽĚϰΖdžϴΖ^ŚĞĞƚϭϭͬϴΗdŚŝĐŬ ϴ͘ϬϬ Ψ
dŝŵďĞƌƐϰΗdžϭϮΗdžϭϬΖ>ŽŶŐ;dzWͿ ϭϱ͘ϬϬ Ψ
3DJHRI
&21),'(17,$/'2&80(17
35235,(7$5<75$'(6(&5(7
'2127',6&/26(
t͘͘ZĂƐŝĐŽŶƐƚƌƵĐƚŝŽŶ
ƋƵŝƉŵĞŶƚZĂƚĞƐ
ZĂƚĞƐ
ĨĨĞĐƚŝǀĞ:ĂŶƵĂƌLJϭ͕ϮϬϮϮ
^ŚŽƌŝŶŐ
ƋƵŝƉŵĞŶƚ;ĐŽŶƚŝŶƵĞĚͿ ĂŝůLJZĂƚĞ
dƌĞŶĐŚdŽƉϲΖdžϭϬΖdƌĞĂƚĞĚWůĂƚĞ ϴ͘ϬϬ Ψ
dƌĞŶĐŚdŽƉϴΖdžϭϬΖdƌĞĂƚĞĚWůĂƚĞ ϵ͘ϬϬ Ψ
^ǁĞĞƉĞƌƐΘƌŽŽŵƐ ,ŽƵƌůLJZĂƚĞ
ƌŽŽŵͬ^ǁĞĞƉĞƌͲ^ĞůĨWƌŽƉĞůůĞĚ ϰϬ͘ϬϬ Ψ
WŽǁĞƌƌŽŽŵͬWŽǁĞƌ^ǁĞĞƉĞƌ;tĂůŬĞŚŝŶĚͿ ĂŝůLJZĂƚĞ ϰϱ͘ϬϬ Ψ dƌĂĨĨŝĐŽŶƚƌŽů
ƋƵŝƉŵĞŶƚ ĂŝůLJZĂƚĞ
ƌƌŽǁŽĂƌĚ;^ŽůĂƌͿ ,ŽƵƌůLJZĂƚĞ ϭϮ͘ϬϬ Ψ ĂƌƌŝĐĂĚĞͲŽŵƉůŝĂŶƚWĞĚĞƐƚƌŝĂŶdLJƉĞ ϯ͘ϬϬ Ψ ĂƌƌŝĐĂĚĞ&ůĂƐŚĞƌ;>
ĂƌƌŝĐĂĚĞ>ŝŐŚƚͿ ϱ͘ϬϬ Ψ
ĂƌƌŝĐĂĚĞͲdLJƉĞ/;WĞĚĞƐƚƌŝĂŶdLJƉĞͲWůĂƐƚŝĐͿ ϭ͘Ϯϴ Ψ ĂƌƌŝĐĂĚĞͲdLJƉĞ// Ψϯ͘ϬϬ
ĂƌƌŝĐĂĚĞͲdLJƉĞ/// Ψϯ͘ϱϮ
ĞůŝŶĞĂƚŽƌͬdƌĂĨĨŝĐŽŶĞ ϭ͘Ϯϴ Ψ
ŚĂŝŶ>ŝŶŬ&ĞŶĐĞWĂŶĞůϲΖdžϭϬΖǁͬ&ĞĞƚ ϴ͘ϬϬ Ψ ƌĂƐŚĂƌƌĞůƐ;ǀĂƌŝŽƵƐƐŝnjĞƐͿ ϴ͘ϬϬ Ψ
<ͲZĂŝůϮϬΖůĞŶŐƚŚ Ψϴ͘ϬϬ
DĞƐƐĂŐĞŽĂƌĚͲWƌŽŐƌĂŵŵĂďůĞϰΖdžϴΖ ,ŽƵƌůLJZĂƚĞ ϭϴ͘ϬϬ Ψ ZĂŵƉWĞĚĞƐƚƌŝĂŶdLJƉĞ;ĂƌŝĂƚƌŝĐWĂŶĞůZĂŵƉͿ ϭϴ͘ϬϬ Ψ ZƵŵďůĞͬZŽĐŬͬdŝƌĞůĞĂŶŝŶŐWůĂƚĞƐϴΖdžϭϬΖ ϭϮ͘ϬϬ Ψ dƌĂĨĨŝĐƐŝŐŶƐϯϬΗdžϯϬΗ Ψϲ͘ϬϬ
dƌĂŝůĞƌƐ ,ŽƵƌůLJZĂƚĞ
dƌĂŝůĞƌͲƵŵƉdƌĂŝůĞƌͲϵ͕ϵϬϬ'stZ͕ϲΖdžϭϬΖ ϭϮ͘ϬϬ Ψ dƌĂŝůĞƌͲ
ŶĐůŽƐĞĚdLJƉĞϭϮΖ>ŽŶŐ
ŶĐůŽƐĞĚ;ŝŐͲhƉͿ ϮϬ͘ϬϬ Ψ
dƌĂŝůĞƌͲ
ŶĚƵŵƉdLJƉĞ;ϰϬ͕ϬϬϬ>DĂdžĂƉĂĐŝƚLJͿ ϭϱ͘ϬϬ Ψ dƌĂŝůĞƌͲ&ůĂƚďĞĚͬWůĂƚĨŽƌŵdLJƉĞϰϴΖ>ŽŶŐ Ϯϱ͘ϬϬ Ψ dƌĂŝůĞƌͲ>ŽǁŽLJdLJƉĞ,ĞĂǀLJ,ĂƵůͲϴϴ͕ϬϬϬ>DĂdž͘ĂƉĂĐŝƚLJ ϯϭ͘ Ψ ϬϬ dƌĂŝůĞƌͲWŝƉĞ,ĂƵůĞƌdLJƉĞͲϭϰΖůĞŶŐƚŚ ϭϬ͘ϬϬ Ψ dƌĂŝůĞƌͲZĞĞůdLJƉĞͲϱΖϰΗdžϵΖ;^ŝŶŐůĞZĞĞůͿ ϴ͘ϬϬ Ψ dƌĂŝůĞƌͲdŝůƚŽƌǁͬZĂŵƐdLJƉĞͲϭϬ͕ϬϬϬ>DĂdž͘ĂƉĂĐŝƚLJ;ĨŽƌƐƉŚĂůƚZŽůůĞƌƐͿ ϭϬ͘ϬϬ Ψ dƌĂŝůĞƌͲdŝůƚŽƌǁͬZĂŵƐdLJƉĞͲϭϵ͕ϬϬϬƚŽϮϬ͕ϬϬϬ>DĂdžĂƉĂĐŝƚLJ;ĨŽƌƐƉŚĂůƚZŽůůĞƌƐͿ ϭϮ͘ϬϬ Ψ dƌĂŝůĞƌͲdŝůƚŽƌǁͬZĂŵƐdLJƉĞͲϯϱ͕ϬϬϬƚŽϰϬ͕ϬϬϬ>DĂdžĂƉĂĐŝƚLJ;ĨŽƌsĂƌŝŽƵƐ ƋƵŝƉŵĞŶƚͿ ϭϱ͘ϬϬ Ψ
dƌĂŝůĞƌͲhƚŝůŝƚLJdLJƉĞͬdŽŽů,ĂƵůĞƌϭ͕ϲϬϬ>DĂdžĂƉĂĐŝƚLJ ϲ͘ϬϬ Ψ dƌĂŝůĞƌͲhƚŝůŝƚLJdLJƉĞͬdŽŽů,ĂƵůĞƌϯ͕ϬϬϬ>DĂdžĂƉĂĐŝƚLJ ϭϬ͘ϬϬ Ψ dƌĞŶĐŚĞƌƐΘŽŶǀĞLJŽƌ ,ŽƵƌůLJZĂƚĞ
dƌĞŶĐŚĞƌsĞƌŵĞĞƌdϲϱϱKĨĨƐĞƚ;ϮϰΗǁŝĚĞ͕ϳϮΗĚĞƉƚŚͿ ϯϮϱ͘ϬϬ Ψ ŽŶǀĞLJŽƌĨŽƌsĞƌŵĞĞƌdϲϱϱdƌĞŶĐŚĞƌ;ϮϰΗtŝĚƚŚͿ ϳϬ͘ϬϬ Ψ dƌƵĐŬƐ ,ŽƵƌůLJZĂƚĞ
dƌƵĐŬͲŽďƚĂŝůͬ&ůĂƚĞĚƵŵƉ ϲϱ͘ϬϬ Ψ
dƌƵĐŬͲ'ĂŶŐdƌƵĐŬDsϲϬϳ^;ϯϯ͕ϬϬϬ'stZͿ ϲϬ͘ϬϬ Ψ dƌƵĐŬͲ>ŽǁĞĚ,ĂƵůǁͬdƌĂŝůĞƌ;ϴϴ͕ϬϬϬ>DĂdž,ĂƵůĂƉĂĐŝƚLJͿ ϭϮ Ψ Ϭ͘ϬϬ dƌƵĐŬͲDĞĐŚĂŶŝĐƐdLJƉĞǁͬϴ͕ϱϬϬ>>ŝĨƚƌĂŶĞΘtĞůĚĞƌ ϳϱ͘ϬϬ Ψ dƌƵĐŬͲDĞĐŚĂŶŝĐƐdLJƉĞǁͬϭϰ͕ϬϬϬ>>ŝĨƚƌĂŶĞΘtĞůĚĞƌ ϳϱ͘ϬϬ Ψ dƌƵĐŬͲWŝĐŬͲƵƉdƌƵĐŬͬ^hsͬsĂŶ Ϯϵ͘ϬϬ Ψ
dƌƵĐŬͲ^ĞƌǀŝĐĞdLJƉĞ;&ͲϯϱϬ͕Θ&ͲϱϱϬͿ ϰϮ͘ϬϬ Ψ dƌƵĐŬͲ^ĞƌǀŝĐĞdLJƉĞ&ͲϱϱϬǁͬtĞůĚĞƌ;ϱϬϬDWͿͬŽŵƉƌĞƐƐŽƌ;ϲϬ&DͿ ϱϬ͘ϬϬ Ψ 3DJHRI
&21),'(17,$/'2&80(17
35235,(7$5<75$'(6(&5(7
'2127',6&/26(
t͘͘ZĂƐŝĐŽŶƐƚƌƵĐƚŝŽŶ
ƋƵŝƉŵĞŶƚZĂƚĞƐ
ZĂƚĞƐ
ĨĨĞĐƚŝǀĞ:ĂŶƵĂƌLJϭ͕ϮϬϮϮ
dƌƵĐŬƐ;ĐŽŶƚŝŶƵĞĚͿ ,ŽƵƌůLJZĂƚĞ
dƌƵĐŬͲ^ƚĂŬĞďĞĚdLJƉĞͲϭϭΖƚŽϭϲΖĞĚ>ĞŶŐƚŚ ϰϬ͘ϬϬ Ψ dƌƵĐŬͲDĞĐŚĂŶŝĐƐdLJƉĞǁͬϴ͕ϱϬϬ>>ŝĨƚƌĂŶĞΘtĞůĚĞƌ ϳϱ͘ϬϬ Ψ dƌƵĐŬͲDĞĐŚĂŶŝĐƐdLJƉĞǁͬϭϰ͕ϬϬϬ>>ŝĨƚƌĂŶĞΘtĞůĚĞƌ ϳϱ͘ϬϬ Ψ dƌƵĐŬͲ^ƚĂŬĞďĞĚdLJƉĞͲϮϰΖĞĚ>ĞŶŐƚŚ;Ϯϱ͕ϵϵϵůďƐͿ ϯϬ͘ϬϬ Ψ dƌƵĐŬͲ^ƵƉĞƌϭϬƵŵƉ;ϭϬhzĂƉĨŽƌŝƌƚͿ ϵϰ͘ϬϬ Ψ dƌƵĐŬͲtĂƚĞƌdLJƉĞϮ͕ϬϬϬ'ĂůůŽŶ ϰϲ͘ϬϬ Ψ
sĂĐƚŽƌdƌƵĐŬƐ ,ŽƵƌůLJZĂƚĞ
sĂĐƚŽƌdƌƵĐŬͬWŽƚŚŽůŝŶŐZŝŐ;ϴϬϬ'ĂůůŽŶͿ ϭϬϬ͘ϬϬ Ψ tĂƚĞƌWƵŵƉƐ ĂŝůLJZĂƚĞ
tĂƚĞƌWƵŵƉ^ƵďŵĞƌƐŝďůĞdLJƉĞ͕
ůĞĐƚƌŝĐWŽǁĞƌĞĚϮΗǁͬϮϱΖŽĨ^ƵĐƚŝŽŶ,ŽƐĞΘϱϬΖŽĨŝƐĐŚĂƌŐĞ,ŽƐĞ Ψ ϲϬ͘ϬϬ tĂƚĞƌWƵŵƉ^ƵďŵĞƌƐŝďůĞdLJƉĞ͕
ůĞĐƚƌŝĐWŽǁĞƌĞĚϯΗǁͬϮϱΖŽĨ^ƵĐƚŝŽŶ,ŽƐĞΘϱϬΖŽĨŝƐĐŚĂƌŐĞ,ŽƐĞ Ψ ϴϱ͘ϬϬ tĂƚĞƌWƵŵƉ^ƵďŵĞƌƐŝďůĞdLJƉĞ͕
ůĞĐƚƌŝĐWŽǁĞƌĞĚϰΗǁͬϮϱΖŽĨ^ƵĐƚŝŽŶ,ŽƐĞΘϱϬΖŽĨŝƐĐŚĂƌŐĞ,ŽƐĞ Ψ ϭϯϱ͘ϬϬ tĂƚĞƌͬ&ƵĞůdĂŶŬƐΘdŽǁĞƌƐ ĂŝůLJZĂƚĞ
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EXHIBIT C

TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS

1. This Agreement calls for services that, in whole or in part, constitute “public works” as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code (“Chapter 1”). Further, Contractor acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. Therefore, as to those Services that are “public works”, Contractor shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.

2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.

3. Contractor shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5 and has provided proof of registration to PRWA prior to the Effective Date of this Agreement. Contractor shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Contractor and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If the Contractor or any subcontractor ceases to be registered with DIR at any time during the duration of the Project, Contractor shall immediately notify PRWA.

4. Pursuant to Labor Code Section 1771.4, Contractor’s Services are subject to compliance monitoring and enforcement by DIR. Contractor shall post job site notices, as prescribed by DIR regulations.

5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at PRWA Hall and will be made available to any interested party on request.

Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement.

6. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to PRWA, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.

7. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform PRWA of the location of the records.

8. Contractor shall comply with and be bound by the provisions of Labor Code seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide PRWA with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to PRWA a verified statement of the journeyman and apprentice hours performed under this Agreement.

9. The Contractor shall not perform Work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. The Contractor and Subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If the Contractor or any subcontractor becomes debarred or suspended during the duration of the project, the Contractor shall immediately notify PRWA.

10. Contractor acknowledges that eight hours labor constitutes a legal day’s work.

Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to PRWA, forfeit $25.00 for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.

11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake selfinsurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”

12. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor’s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor’s expense with counsel reasonably acceptable to PRWA) PRWA, its officials, officers, employees, agents and independent contractors serving in the role of PRWA officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Contractor, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys’ fees, and other related costs and expenses. All duties of Contractor under this Section shall survive the termination of the Agreement.

AGREEMENT NO. _______

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE PRWA OF PICO RIVERA AND
STEPHEN DORECK EQUIPMENT RENTALS, INC.

1. IDENTIFICATION
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into by and between the Pico Rivera Water Authority, a California municipal corporation (“PRWA”) and Stephen Doreck Equipment Rentals, Inc. (“Contractor”). PRWA and Contractor are sometimes hereinafter individually referred to as a “Party” and collectively referred to as “Parties.”

2. RECITALS

2.1 PRWA has determined that it requires professional services from a contractor to provide On-Call Emergency Water System Repair Services.

2.2 Contractor represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees. Contractor further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the performance by the Parties of the mutual covenants and conditions herein contained, the Parties hereto agree as follows:

3. DEFINITIONS

3.1 “Scope of Services” Such professional services as are set forth in the Contractor’s July 19, 2022, proposal to PRWA attached hereto as Exhibit “A” and incorporated herein by this reference.

3.2 “Approved Fee Schedule” Such compensation rates as are set forth in the Contractor’s July 19, 2022, proposal to PRWA attached hereto as Exhibit “B.”

3.3 “Commencement Date”: September 27, 2022

3.4 “Expiration Date”: September 27, 2025

4. TERM
The Term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall expire at 11:59 p.m. on the Expiration Date unless extended by written agreement of the Parties or terminated in accordance with Section 22 below.

ENCLOSURE 2
16b
Professional Services Agreement
STEPHEN DORECK EQUIPMENT RENTALS, INC.