Agenda packet, regular meeting — San Mateo City Council, August 18, 2025 (part 2 of 2)

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ITEM EST. UNIT TOTAL UNIT TOTAL UNIT TOTAL UNIT TOTAL UNIT TOTAL NO. QTY. UNIT PRICE COST PRICE COST PRICE COST PRICE COST PRICE COST BIDDER 4
Mountain Cascade
BIDDER #4
Los Prados, Kehoe Kelly, and Arroyo Lift Station Rehabilitation Project, City Project. No. 469988

BID SUMMARY
BIDDER 3
NTK Construction, Inc.

BIDDER #3
BID OPENING: 6/18/2025 Council Award: 08/18/2025 BIDDER 2
JMB Construction, Inc.

BIDDER #2
BIDDER 1
CITY PROJECT NO. 469988
BIDDER #1

DESCRIPTION OF WORK
A&B Construction, Inc.

ENGINEER'S ESTIMATE
39 12-inch DI Force Main 6 LF $1,200.00 $7,200.00 $5,620.59 $33,723.54 $1,200.00 $7,200.00 $2,300.00 $13,800.00 $2,000.00 $12,000.00 40 10-inch PVC Force Main 2,238 LF $650.00 $1,454,700.00 $368.31 $824,277.78 $660.00 $1,477,080.00 $845.00 $1,891,110.00 $700.00 $1,566,600.00 41 4-Inch Underdrain 274 LF $120.00 $32,880.00 $66.89 $18,327.86 $85.00 $23,290.00 $200.00 $54,800.00 $60.00 $16,440.00 42 Curb & Gutter 486 LF $75.00 $36,450.00 $99.16 $48,191.76 $115.00 $55,890.00 $125.00 $60,750.00 $50.00 $24,300.00 43 Sidewalk 6,050 SF $15.00 $90,750.00 $21.05 $127,352.50 $18.00 $108,900.00 $25.00 $151,250.00 $12.00 $72,600.00 44 ADA Ramp 5 EA $6,500.00 $32,500.00 $3,574.45 $17,872.25 $6,000.00 $30,000.00 $7,300.00 $36,500.00 $2,250.00 $11,250.00 45 Full Depth AC Replacement & Re-Grading (Intersection Reconfiguration) 825 SY $55.00 $45,375.00 $190.76 $157,377.00 $228.00 $188,100.00 $275.00 $226,875.00 $200.00 $165,000.00 46 2" Grind & Overlay 12,135 SY $35.00 $424,725.00 $29.35 $356,162.25 $37.00 $448,995.00 $43.00 $521,805.00 $50.00 $606,750.00 47 Pavement Dig Outs 600 SY $100.00 $60,000.00 $374.89 $224,934.00 $370.00 $222,000.00 $205.00 $123,000.00 $450.00 $270,000.00 48 Signs, Pavement Striping, and Markings 1 LS $30,000.00 $30,000.00 $79,084.94 $79,084.94 $68,000.00 $68,000.00 $66,360.00 $66,360.00 $285,000.00 $285,000.00 49 Landscaping & Irrigation 1 LS $40,000.00 $40,000.00 $45,984.32 $45,984.32 $37,000.00 $37,000.00 $75,000.00 $75,000.00 $37,000.00 $37,000.00 50 Misc. Site Improvements, Cleanup, and Startup 1 LS $20,000.00 $20,000.00 $159,440.04 $159,440.04 $37,000.00 $37,000.00 $70,000.00 $70,000.00 $12,000.00 $12,000.00 $5,866,000.00 $5,406,831.47 $7,000,596.00 $7,741,169.00 $8,207,765.00 51 Abandon (E) Dry Well & Convert (E) Wet Well 1 LS $60,000.00 $60,000.00 $45,992.45 $45,992.45 $130,000.00 $130,000.00 $75,000.00 $75,000.00 $124,000.00 $124,000.00 52 Abandon (E) 8-Inch Sanitary Gravity Main 37 LF $50.00 $1,850.00 $264.29 $9,778.73 $110.00 $4,070.00 $12.00 $444.00 $150.00 $5,550.00 53 Abandon (E) 6-Inch Sanitary Force Main 170 LF $50.00 $8,500.00 $89.45 $15,206.50 $38.00 $6,460.00 $12.00 $2,040.00 $40.00 $6,800.00 54 Remove (E) Electrical Equipment 1 LS $20,000.00 $20,000.00 $13,234.88 $13,234.88 $8,000.00 $8,000.00 $2,000.00 $2,000.00 $18,000.00 $18,000.00 55 Remove & Replace Street Light Conduit & Lead 1 LS $10,000.00 $10,000.00 $19,837.36 $19,837.36 $16,000.00 $16,000.00 $25,000.00 $25,000.00 $70,000.00 $70,000.00 56 Remove & Replace Hose Bib 1 LS $8,000.00 $8,000.00 $11,176.37 $11,176.37 $10,000.00 $10,000.00 $35,000.00 $35,000.00 $5,000.00 $5,000.00 57 Site Clearing, Grubbing, and Grading 1 LS $30,000.00 $30,000.00 $53,948.44 $53,948.44 $26,000.00 $26,000.00 $25,000.00 $25,000.00 $10,000.00 $10,000.00 58 Precast Concrete Valve Vault 1 LS $90,000.00 $90,000.00 $84,802.71 $84,802.71 $80,000.00 $80,000.00 $100,000.00 $100,000.00 $60,000.00 $60,000.00 59 Precast Concrete Wet Well 1 LS $230,000.00 $230,000.00 $358,520.26 $358,520.26 $310,000.00 $310,000.00 $420,000.00 $420,000.00 $600,000.00 $600,000.00 60 Pump, Guide Rails and Accessories (Wet Weather Pumps) 2 EA $70,000.00 $140,000.00 $113,322.22 $226,644.44 $114,000.00 $228,000.00 $110,000.00 $220,000.00 $88,000.00 $176,000.00 61 Pump, Guide Rails and Accessories (Dry Weather Pumps) 1 EA $30,000.00 $30,000.00 $36,337.40 $36,337.40 $38,000.00 $38,000.00 $38,000.00 $38,000.00 $18,000.00 $18,000.00 62 Submersible Mixer 1 EA $40,000.00 $40,000.00 $27,396.63 $27,396.63 $28,000.00 $28,000.00 $26,000.00 $26,000.00 $55,000.00 $55,000.00 63 Discharge Piping, Valves, Bypass Connection, & Fittings 1 LS $100,000.00 $100,000.00 $178,106.27 $178,106.27 $130,000.00 $130,000.00 $165,000.00 $165,000.00 $225,000.00 $225,000.00 64 Electrical Service & Pole 1 LS $50,000.00 $50,000.00 $64,747.40 $64,747.40 $48,000.00 $48,000.00 $60,000.00 $60,000.00 $75,000.00 $75,000.00 65 Control Panel 1 LS $220,000.00 $220,000.00 $358,522.03 $358,522.03 $500,000.00 $500,000.00 $450,000.00 $450,000.00 $700,000.00 $700,000.00 66 Pump Termination Cabinet 1 LS $35,000.00 $35,000.00 $28,525.30 $28,525.30 $38,000.00 $38,000.00 $17,000.00 $17,000.00 $40,000.00 $40,000.00 67 Generator 1 LS $160,000.00 $160,000.00 $188,397.29 $188,397.29 $250,000.00 $250,000.00 $240,000.00 $240,000.00 $230,000.00 $230,000.00 68 SCADA Pole & Antenna 1 LS $15,000.00 $15,000.00 $44,703.99 $44,703.99 $18,000.00 $18,000.00 $10,000.00 $10,000.00 $17,000.00 $17,000.00 69 Misc. Electrical Work 1 LS $150,000.00 $150,000.00 $192,219.64 $192,219.64 $185,000.00 $185,000.00 $230,000.00 $230,000.00 $200,000.00 $200,000.00 70 Chain Link Fence & Gates 1 LS $20,000.00 $20,000.00 $39,674.72 $39,674.72 $25,000.00 $25,000.00 $21,000.00 $21,000.00 $30,000.00 $30,000.00 71 8-inch PVC Gravity Main 44 LF $1,000.00 $44,000.00 $1,022.29 $44,980.76 $733.00 $32,252.00 $1,150.00 $50,600.00 $1,500.00 $66,000.00 72 4-inch PVC Force Main 126 LF $550.00 $69,300.00 $335.91 $42,324.66 $337.00 $42,462.00 $810.00 $102,060.00 $730.00 $91,980.00 73 8-inch PVC Force Main 1,216 LF $650.00 $790,400.00 $337.90 $410,886.40 $368.00 $447,488.00 $686.00 $834,176.00 $750.00 $912,000.00 74 6-inch HDPE Force Main 173 LF $650.00 $112,450.00 $264.50 $45,758.50 $288.00 $49,824.00 $580.00 $100,340.00 $1,300.00 $224,900.00 75 Force Main Hot Tap and Gate Valve 1 LS $35,000.00 $35,000.00 $14,547.39 $14,547.39 $26,000.00 $26,000.00 $75,000.00 $75,000.00 $45,000.00 $45,000.00 76 Force Main Purge Valve and Manhole 1 EA $25,000.00 $25,000.00 $7,934.94 $7,934.94 $6,300.00 $6,300.00 $18,000.00 $18,000.00 $10,000.00 $10,000.00 Kehoe Kelley Pump Station
Total

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BID SUMMARY
BIDDER 3
NTK Construction, Inc.

BIDDER #3
BID OPENING: 6/18/2025 Council Award: 08/18/2025 BIDDER 2
JMB Construction, Inc.

BIDDER #2
BIDDER 1
CITY PROJECT NO. 469988
BIDDER #1

DESCRIPTION OF WORK
A&B Construction, Inc.

ENGINEER'S ESTIMATE
77 Odor Control Tank and Equipment 1 LS $120,000.00 $120,000.00 $79,194.30 $79,194.30 $84,000.00 $84,000.00 $45,000.00 $45,000.00 $72,000.00 $72,000.00 78 Gravel Surface 240 SF $10.00 $2,400.00 $39.27 $9,424.80 $23.00 $5,520.00 $22.00 $5,280.00 $45.00 $10,800.00 79 Concrete Access Pad 534 SF $25.00 $13,350.00 $37.16 $19,843.44 $32.00 $17,088.00 $20.00 $10,680.00 $80.00 $42,720.00 80 Curb & Gutter 80 LF $75.00 $6,000.00 $174.07 $13,925.60 $125.00 $10,000.00 $100.00 $8,000.00 $50.00 $4,000.00 81 Sidewalk 200 SF $25.00 $5,000.00 $71.97 $14,394.00 $22.00 $4,400.00 $20.00 $4,000.00 $10.00 $2,000.00 82 Driveway Approach 1 EA $4,000.00 $4,000.00 $5,678.24 $5,678.24 $6,000.00 $6,000.00 $7,500.00 $7,500.00 $11,000.00 $11,000.00 83 2" Grind & Overlay 2,191 SY $35.00 $76,685.00 $37.60 $82,381.60 $40.00 $87,640.00 $43.00 $94,213.00 $50.00 $109,550.00 84 Pavement Dig Outs 100 SY $100.00 $10,000.00 $256.56 $25,656.00 $270.00 $27,000.00 $205.00 $20,500.00 $450.00 $45,000.00 85 Pavement Striping and Markings 1 LS $14,000.00 $14,000.00 $1,653.11 $1,653.11 $10,000.00 $10,000.00 $9,827.00 $9,827.00 $55,000.00 $55,000.00 86 Misc. Site Improvements, Cleanup, and Startup 1 LS $10,000.00 $10,000.00 $111,816.42 $111,816.42 $55,000.00 $55,000.00 $25,000.00 $25,000.00 $8,000.00 $8,000.00 $2,756,000.00 $2,928,172.97 $2,989,504.00 $3,571,660.00 $4,375,300.00 87 Abandon (E) Wet Well & Dry Well 1 LS $30,000.00 $30,000.00 $54,611.55 $54,611.55 $76,000.00 $76,000.00 $75,000.00 $75,000.00 $60,000.00 $60,000.00 88 Abandon (E) 36-Inch Sanitary Gravity Main 21 LF $300.00 $6,300.00 $700.71 $14,714.91 $285.00 $5,985.00 $115.00 $2,415.00 $250.00 $5,250.00 89 Abandon/Remove (E) 6-Inch Sanitary Force Main 320 LF $150.00 $48,000.00 $71.93 $23,017.60 $41.00 $13,120.00 $12.00 $3,840.00 $50.00 $16,000.00 90 Abandon (E) 4-Inch Piping 32 LF $150.00 $4,800.00 $357.44 $11,438.08 $165.00 $5,280.00 $12.00 $384.00 $45.00 $1,440.00 91 Remove (E) Electrical Equipment 1 LS $10,000.00 $10,000.00 $13,234.88 $13,234.88 $7,000.00 $7,000.00 $2,000.00 $2,000.00 $10,000.00 $10,000.00 92 Remove (E) Trees 1 LS $7,500.00 $7,500.00 $10,579.93 $10,579.93 $8,000.00 $8,000.00 $5,000.00 $5,000.00 $2,000.00 $2,000.00 93 Site Clearing, Grubbing, and Grading 1 LS $20,000.00 $20,000.00 $59,899.65 $59,899.65 $10,000.00 $10,000.00 $25,000.00 $25,000.00 $10,000.00 $10,000.00 94 Precast Concrete Valve Vault 1 LS $90,000.00 $90,000.00 $103,622.20 $103,622.20 $72,000.00 $72,000.00 $100,000.00 $100,000.00 $25,000.00 $25,000.00 95 Precast Concrete Wet Well 1 LS $125,000.00 $125,000.00 $272,651.05 $272,651.05 $242,000.00 $242,000.00 $460,000.00 $460,000.00 $450,000.00 $450,000.00 96 Remove and Replace Manhole 1 EA $15,000.00 $15,000.00 $34,384.76 $34,384.76 $28,000.00 $28,000.00 $23,000.00 $23,000.00 $35,000.00 $35,000.00 97 Pump, Guide Rails and Accessories 2 EA $35,000.00 $70,000.00 $61,707.39 $123,414.78 $63,000.00 $126,000.00 $60,000.00 $120,000.00 $80,000.00 $160,000.00 98 Submersible Mixer 1 EA $40,000.00 $40,000.00 $27,396.63 $27,396.63 $27,000.00 $27,000.00 $26,000.00 $26,000.00 $30,000.00 $30,000.00 99 Discharge Piping, Valves, Bypass Connection, & Fittings 1 LS $75,000.00 $75,000.00 $107,608.27 $107,608.27 $67,000.00 $67,000.00 $90,000.00 $90,000.00 $155,000.00 $155,000.00 100 Electrical Service 1 LS $30,000.00 $30,000.00 $6,613.91 $6,613.91 $19,000.00 $19,000.00 $5,000.00 $5,000.00 $25,000.00 $25,000.00 101 Control Panel 1 LS $200,000.00 $200,000.00 $303,921.13 $303,921.13 $450,000.00 $450,000.00 $450,000.00 $450,000.00 $440,000.00 $440,000.00 102 Pump Termination Cabinet 1 LS $35,000.00 $35,000.00 $28,525.30 $28,525.30 $39,000.00 $39,000.00 $17,000.00 $17,000.00 $45,000.00 $45,000.00 103 Generator 1 LS $150,000.00 $150,000.00 $173,816.83 $173,816.83 $225,000.00 $225,000.00 $240,000.00 $240,000.00 $160,000.00 $160,000.00 104 SCADA Pole, Antenna, & Site Light 1 LS $17,000.00 $17,000.00 $49,936.74 $49,936.74 $18,000.00 $18,000.00 $10,000.00 $10,000.00 $18,000.00 $18,000.00 105 Misc. Electrical Work 1 LS $150,000.00 $150,000.00 $175,027.27 $175,027.27 $190,000.00 $190,000.00 $195,000.00 $195,000.00 $180,000.00 $180,000.00 106 Fence & Gates 1 LS $30,000.00 $30,000.00 $39,674.72 $39,674.72 $30,000.00 $30,000.00 $33,000.00 $33,000.00 $30,000.00 $30,000.00 107 Water Service and Hose Bib 1 LS $20,000.00 $20,000.00 $43,642.19 $43,642.19 $18,000.00 $18,000.00 $18,000.00 $18,000.00 $30,000.00 $30,000.00 108 Modify Manhole 262-40 1 LS $4,000.00 $4,000.00 $29,491.54 $29,491.54 $6,400.00 $6,400.00 $5,000.00 $5,000.00 $20,000.00 $20,000.00 109 10-inch PVC Gravity Main 27 LF $1,000.00 $27,000.00 $899.29 $24,280.83 $550.00 $14,850.00 $913.00 $24,651.00 $2,800.00 $75,600.00 110 6-inch HDPE Force Main 288 LF $425.00 $122,400.00 $297.56 $85,697.28 $262.00 $75,456.00 $580.00 $167,040.00 $1,000.00 $288,000.00 111 10-Inch HDPE Force Main Casing 20 LF $100.00 $2,000.00 $1,540.70 $30,814.00 $900.00 $18,000.00 $915.00 $18,300.00 $3,000.00 $60,000.00 112 6-inch PVC Gravity Main 8 LF $400.00 $3,200.00 $2,512.73 $20,101.84 $480.00 $3,840.00 $1,160.00 $9,280.00 $820.00 $6,560.00 113 Concrete Access Pad 260 SF $25.00 $6,500.00 $49.66 $12,911.60 $32.00 $8,320.00 $20.00 $5,200.00 $250.00 $65,000.00 114 Curb & Gutter 40 LF $75.00 $3,000.00 $249.57 $9,982.80 $135.00 $5,400.00 $90.00 $3,600.00 $50.00 $2,000.00 Total
Arroyo Pump Station

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BID SUMMARY
BIDDER 3
NTK Construction, Inc.

BIDDER #3
BID OPENING: 6/18/2025 Council Award: 08/18/2025 BIDDER 2
JMB Construction, Inc.

BIDDER #2
BIDDER 1
CITY PROJECT NO. 469988
BIDDER #1

DESCRIPTION OF WORK
A&B Construction, Inc.

ENGINEER'S ESTIMATE
115 2" Grind & Overlay 992 SY $35.00 $34,720.00 $56.52 $56,067.84 $45.00 $44,640.00 $43.00 $42,656.00 $55.00 $54,560.00 116 Pavement Dig Outs 100 SY $100.00 $10,000.00 $256.56 $25,656.00 $209.00 $20,900.00 $205.00 $20,500.00 $550.00 $55,000.00 117 Pavement Striping and Markings 1 LS $5,000.00 $5,000.00 $991.87 $991.87 $1,800.00 $1,800.00 $1,700.00 $1,700.00 $35,000.00 $35,000.00 118 Trees, Shrubs, and Irrigation 1 LS $5,000.00 $5,000.00 $25,932.72 $25,932.72 $17,000.00 $17,000.00 $25,000.00 $25,000.00 $35,000.00 $35,000.00 119 Misc. Site Improvements, Cleanup, and Startup 1 LS $10,000.00 $10,000.00 $74,580.11 $74,580.11 $30,000.00 $30,000.00 $17,000.00 $17,000.00 $10,000.00 $10,000.00 $1,406,000.00 $2,074,240.81 $1,922,991.00 $2,240,566.00 $2,594,410.00 $12,400,000.00 $13,510,172.00 $14,658,091.00 $18,336,395.00 $18,700,000.00 Total

TOTAL BID

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CITY OF SAN MATEO
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CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 12 Section Name: CONSENT CALENDAR Account Number: 82-4681 File ID: 25-10230 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: Public Works Department
MEETING DATE: August 18, 2025
SUBJECT:

Central Recreation Center Roof Improvements Project — Contract Award RECOMMENDATION:

Award a construction contract to I & A Contractor, Inc. for improvements to the roof at the Central Recreation Center in the amount of $196,000; establish a contingency reserve in the amount of $39,200; and authorize the Public Works Director to execute the contract in substantially the form presented and issue change orders within the contingency amount.

BACKGROUND:

The Central Recreation Center at Central Park has served the community for over sixty-five years. The building’s roof structure consists of flat gravel and sloped wood shingle. The wood shingle has been subjected to decades of moisture and leaks which have been an on-going issue at the facility for years. In 2023, a Citywide roof assessment identified this specific location as a potential health and safety risk due to the compromised roof structure. Therefore, funding for this project was provided in Fiscal Year 2024-25.

In August 2024, the City engaged McGinnis Chen Associates, Inc. to produce design specifications related to the roof improvements as required by the California Building Code. The bid documents for this project were subsequently advertised in June 2025. Bids were received on July 17, 2025, with the following results:

Company Bid Amount
Diablo Roofing + Waterproofing, Inc. $183,000
I & A Contractor, Inc. $196,000
Best Contracting Services $235,450
Although Diablo Roofing + Waterproofing, Inc. provided the apparent lowest bid, it did not provide any suppliers as required by the technical specifications in the Contract Book; as such, its bid is non-responsive. Therefore, staff recommends the contract be awarded to I & A Contractor, Inc. as the lowest responsive and responsible bidder.

Staff also recommends a 20 percent contingency because of expected unknown conditions that will be uncovered during construction given the age and condition of the existing roof.

BUDGET IMPACT:

The Central Recreation Center: Roof Replacement Project (46F042) currently has sufficient budget available to fund this construction contract and contingency reserve.

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CITY OF SAN MATEO
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ENVIRONMENTAL DETERMINATION:

This project is categorically exempt from CEQA as an “existing facility,” because it consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use. (CEQA Guidelines Section 15301.)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 – Contract

STAFF CONTACT
Steve Wu, Facilities & Fleet Services Manager
[email protected]
(650) 522-7345

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AGREEMENT WITH I & A CONTRACTOR, INC.

FOR PUBLIC IMPROVEMENT
FOR

CENTRAL RECREATION CENTER ROOF IMPROVEMENTS
CITY PROJECT NO. 46F042
THIS AGREEMENT FOR PUBLIC IMPROVEMENTS (“Agreement”), made and entered into in the City of San Mateo, County of San Mateo, State of California, by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California, (hereinafter called "City") and I & A CONTRACTOR, INC. a CORPORATION, with offices at 3686 Depot Rd., Hayward, CA 94545 (hereinafter called "Contractor"), entered into this day of ____________________.

RECITALS:
(a) City has taken appropriate proceedings to authorize construction of the public work and improvements or other matters herein provided, and execution of this Agreement. (b) A notice was duly published for bids for the contract for the improvement hereinafter described.
(c) After notice duly given, on the date hereof, the City awarded the contract for the construction of the improvements hereinafter described to Contractor.

IT IS AGREED, as follows:

1. Scope of Work. Contractor shall perform the work according to Exhibit A - Scope of Work, attached and incorporated for reference.

2. Contract Price. City shall pay, and the Contractor shall accept, the sum of One Hundred Ninety-Six Thousand dollars ($196,000.00) in full payment for the work set forth above.

Said price is determined by the prices contained in Contractor's bid, and shall be paid as described in the Contract Book. In the event work is performed or materials furnished in addition to or a reduction of those set forth in Contractor's bid and the specifications herein, such work and materials will be paid for as described in the Contract Book.

3. The Contract Documents. The complete contract consists of the following documents: this Agreement; the Notice Inviting Bids; the Accepted Bid Proposal; the Contract Book which includes the Special Provisions and Contract Drawings, Addendum Number 1 issued to the Contract Book, the APWA-AGC Standard Specifications for Public Works Construction, 2015 Edition, the Faithful Performance Bond, and the Labor and Material Bond (hereinafter referred to as the “contract documents”).

All rights and obligations of City and Contractor are fully set forth and described in the contract documents. The contract documents constitute the entire contract between the parties hereto pertaining to the subject matter hereof, fully supersede any and all prior understandings, representations, warranties and agreements between the parties hereto, or any of them,

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pertaining to the subject matter hereof, and may be modified only by written agreement signed by all of the parties hereto.

All of the above-named documents are complementary and are intended to operate in harmony, so that any work called for in one, and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents. In the event of any variation or discrepancy between any portion of this Agreement and any portion of the contract documents, this Agreement shall prevail.

The precedence of the remaining contract documents will be as specified in the Contract Book.

4. Schedule. All work shall be performed in accordance with the schedule provided pursuant to the Contract Book.

5. Performance by Sureties. In the event of any termination as hereinbefore provided, City shall immediately give written notice thereof to Contractor and Contractor's sureties, and the sureties shall have the right to take over and perform the Agreement, provided, however, that if the sureties, within 5 days after giving them said notice of termination, do not give City written notice of their intention to take over the performance thereof within 5 days after notice to City of such election, City may take over the work and prosecute the same to completion, by contract or by any other method it may deem advisable, for the account, and at the expense of Contractor, and the sureties shall be liable to City for any excess cost or damages occasioned City thereby; and, in such event, City may, without liability for so doing, take possession of, and utilize in completing the work, such materials, appliances, plant and other property belonging to Contractor as may be on the site of the work and necessary therefor.

6. Legal Work Day - Penalties for Violation. Eight hours of labor shall constitute a legal day's work.

Contractor shall not require more than 8 hours labor in a day and 40 hours in a calendar week from any person employed by Contractor in the performance of such work unless such excess work is compensated for at not less than 1-1/2 times the basic rate of pay. Contractor shall forfeit as a penalty to City the sum of $25.00 for each laborer, workman or mechanic employed in the execution of this contract by Contractor, or by any subcontractor for each calendar day during which such laborer, workman or mechanic is required or permitted to labor more than 8 hours in any calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 and 1816, inclusive, of the Labor Code of the State of California.

7. Prevailing Wage Scale. The prevailing wage scale as determined by the Director of Industrial Relations of the State of California, in force on the day the bid was announced, will be the minimum paid to all craftsmen and laborers working on this project. Contractor shall also require any subcontractors who work or provide any services related to the project to pay all persons performing labor or rendering service under said subcontract or other arrangement at least the general prevailing rate of wages, determined as set forth herein for the respective crafts and employments, including such wages for holiday and overtime work. A copy of the correct determination will be posted at the job site. It is understood that it is the responsibility of Contractor to determine the correct scale. Copies of the prevailing wage rates are on file at the City Clerk's office, however, errors or defects in the materials in the City Clerk's office will not excuse a bidder's failure to comply with the actual scale then in force.

Contractor must submit certified payrolls to the Department of Industrial Relations in accordance with Labor Code Section 1776.

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Contractor agrees to comply with the City’s minimum wage ordinance as codified in Municipal Code Chapter 5.92, which differs from the state minimum wage and includes a Consumer Price Index escalator.

8. Senate Bill 854 Compliance Required. In accordance with Labor Code Sections 1725.5 and 1771.1, all contractors and subcontractors must be registered with the Department of Industrial Relations.

In accordance with Labor Code Section 1771.4 the contractor must post job site notices as required by regulation and this project will be subject to compliance monitoring and enforcement by the Department of Industrial Relations.

9. Insurance. The Contractor shall procure and maintain for the duration of the contract and five years thereafter the insurance as specified in Exhibit B of this agreement.

10. Indemnity. Contractor agrees to hold harmless and indemnify City, its elected and appointed officials, employees, and agents from and against any and all claims, loss, liability, damage, and expense arising out of Contractor’s performance of this Agreement, except for those claims arising out of City’s active negligence, sole negligence or willful misconduct. Contractor agrees to defend City, its elected and appointed officials, employees, and agents against any such claims. The Contractor’s duty to indemnify shall survive expiration or early termination of this Agreement.

11. Attorney Fees. Attorney fees in total amount not exceeding $5000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Agreement. The above $5000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this provision that neither party shall have to pay the other more than $5000 for attorney fees arising out of an action, or actions to enforce the provisions of this Agreement.

12. Mediation. Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by either the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a blind draw.

The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party. No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than 60 days, unless the maximum time is extended by the parties.

13. Provisions Cumulative. The provisions of this agreement are cumulative, and in addition to and not in limitation of, any other rights or remedies available to City.

14. Notices. All notices shall be in writing, and delivered in person or transmitted by certified mail, postage prepaid.

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a. Notices required to be given to City shall be addressed as follows:

Public Works Director
City of San Mateo
330 West 20th Avenue
San Mateo, CA 94403
Notices required to be given to Contractor shall be addressed as appears in the signature block as shown on the Bidder's Statement.

15. Interpretation. As used herein any gender includes each other gender, the singular includes the plural and vice versa.

16. Governing Law and Venue. This Agreement, the contract documents, and the performance hereon shall be governed, interpreted, construed, and regulated by the laws of the State of California. The parties agree that any action related to this Agreement or the contract documents will be venued in the County of San Mateo.

17. Headings. The title and headings of the various sections of this Agreement and the contract documents are intended solely for convenience of reference and are not intended to explain, modify, or place any construction on any provisions.

18. No Partnership or Agency. Nothing in this Agreement nor the contract documents shall be deemed to constitute a partnership in law between City and Contractor, or any sub-contractor, to constitute either party as an agent of the other for any purpose; or to entitle either party to commit or bind the other in any manner unless expressly agreed upon in the contract documents.

19. Severability. If any part or provision of the contract documents is determined by any court to be illegal, invalid, or unenforceable, in whole or in part, the contract documents shall continue to be valid as to its other provisions and the remainder of the affected provision, unless it can be concluded from the circumstances that, in the absence of the provisions found to be null and void, the parties would not have entered into the contract documents. The parties shall use all reasonable efforts to replace any and all provisions or parts found to be null and void with provisions that are valid under the applicable law and come closest to their original intention.

20. Waiver. None of the following shall operate as a waiver of any provision of the contract documents, or of any power herein reserved by the City, or any right to damages herein provided: 1) inspection by the City or its authorized agents or representatives; 2) any order or certificate for payment, or any payment for, or acceptance of the whole or any part of the work by the City; 3) an extension of time; or 4) any position taken by the City or its authorized agents or representatives.

21. Warranty. Contractor warrants and guarantees that the materials and equipment provided shall be at least of the quality specified and new unless otherwise required or permitted by the contract documents, and, if no quality is specified, then the materials and equipment shall be of commercial grade, suitable for heavy public use in facilities of similar size and complexity, that the work performed hereunder will be free from defects, and that the work will conform to the requirements of the contract documents.

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[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, this agreement between the CITY OF SAN MATEO and I & A Contractor, Inc. has been duly executed by the parties hereinabove named, as of the day and year first above written.

CITY OF SAN MATEO CONTRACTOR
Matt Fabry
Public Works Director
Date Irene Avila
Its Authorized Agent
President
If a Corporation, can be either 1)
President or 2) Vice President plus
an additional corporate officer
(i.e., Secretary, Treasurer) who
shall sign below.

Date

APPROVED AS TO FORM
Linh P. Nguyen
Assistant City Attorney
Date
Attachments:

Exhibit A: Scope of Work
Exhibit B: Insurance Requirements

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Exhibit A
Scope of Work
The scope of work shall be as provided for in the Contract Documents, and generally described as follows:

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Exhibit B
Insurance Requirements for Construction Contracts
Contractor shall procure and maintain for the duration of the contract, and for five years thereafter, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1.Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $5,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2.Automobile Liability: Insurance Services Office Form CA 0001 covering Code 1 (any auto), with limits no less than $5,000,000 per accident for bodily injury and property damage.

3.Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

4.Builder’s Risk (Course of Construction) insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions.

5.Surety Bonds as described below.

6.Professional Liability (if Design/Build), with limits no less than $2,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

7.Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or 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 Entity.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the Entity. At the option of the Entity, either: the contractor shall cause the insurer shall to reduce or eliminate such self-insured retentions as respects the Entity, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the Entity guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Entity.

Other Insurance Provisions

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The insurance policies are to contain, or be endorsed to contain, the following provisions:

1.The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

2. For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to the Entity.

Builder’s Risk (Course of Construction) Insurance
Contractor may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name the Entity as a loss payee as their interest may appear.

If the project does not involve new or major reconstruction, at the option of the Entity, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the Entity’s site.

Claims Made Policies – (If at all possible avoid and require occurrence type CGL policies) If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to the Entity for review.

5. If the services involve lead-based paint or asbestos identification/remediation, the Contractors Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M.

Best rating of no less than A: VII, unless otherwise acceptable to the Entity.

Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement

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that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the Entity for all work performed by the Contractor, its employees, agents and subcontractors.

Verification of Coverage
Contractor shall furnish the Entity with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that Entity is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.

Surety Bonds
Contractor shall provide the following Surety Bonds:

1. Bid bond

2. Performance bond

3. Payment bond

4. Maintenance bond
The Payment Bond and the Performance Bond shall be in a sum equal to the contract price. If the Performance Bond provides for a one-year warranty a separate Maintenance Bond is not necessary. If the warranty period specified in the contract is for longer than one year a Maintenance Bond equal to 10% of the contract price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California.

Special Risks or Circumstances
Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.

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CITY OF SAN MATEO

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 13 Section Name: CONSENT CALENDAR Account Number: 72-4671 File ID: 25-10231 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: Public Works Department
MEETING DATE: August 18, 2025
SUBJECT:

Construction Special Inspection Services for the Clean Water Program — Amendment RECOMMENDATION:

Approve Amendment No. 5 to the professional services agreement with Smith Emery San Francisco to provide as-needed construction special inspection services for various Clean Water Program projects; increase the compensation for the agreement by $150,000, for a revised total agreement amount of $3,500,000; and authorize the Public Works Director to execute the amendment in substantially the form presented and issue project-specific task orders under the agreement.

BACKGROUND:

The Clean Water Program (CWP) includes improvements to wastewater system capacity, flow management, and inflow and infiltration reduction to comply with regulatory requirements. Construction special inspection services provide as- needed support for CWP projects, which include the Wastewater Treatment Plant (WWTP) Upgrade & Expansion; various new capacity relief sewers; sewer rehabilitations/repairs; and lift station improvements.

On February 22, 2022, the City Council approved a two-year professional services agreement with Smith Emery San Francisco (Smith Emery) to provide as-needed construction special inspection services for various projects under the CWP in an amount not to exceed $1,500,000, with three one-year options to extend the agreement at $250,000 per year at the City’s discretion. On August 21, 2023, the City Council approved Amendment No. 1 to increase the compensation by $850,000 to $2,350,000. On February 27, 2024, the Public Works Director approved Amendment No. 2, exercising the first option to extend the term to February 28, 2025, increasing the compensation amount by $250,000 for a total amount of $2,600,000. On July 14, 2024, the City Council approved Amendment No. 3 to increase the compensation by $500,000 to $3,100,000. On February 13, 2025, the Public Works Director approved Amendment No. 4, exercising the second option to extend the Agreement to February 28, 2026, and increasing the compensation amount by $250,000 for a new total of $3,350,000.

During the past year, construction special inspection services for the Wastewater Treatment Plant Upgrade and Expansion project exceeded staff’s projections for the services required for inspecting the installation of chemical pipes and aeration air pipes. In addition, the construction work is taking longer than originally projected due to changes in the field as well as the installation of pipes taking longer than anticipated. Smith Emery’s services are also required for other CWP projects entering construction. Smith Emery has been performing these construction special inspection services satisfactorily for the City.

In order to complete the remaining inspections for the CWP projects, additional special inspection services from Smith Emery are required. The proposed Amendment No. 5 to the agreement with Smith Emery will add $150,000 to the agreement and bring the total agreement to $3,500,000. Staff believes this to be a reasonable budget increase for the scope of work and expertise required and recommends the approval of Amendment No. 5 to the agreement with Smith

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CITY OF SAN MATEO
Emery.

BUDGET IMPACT:

There are sufficient funds budgeted in the various CWP Capital Improvement Program (CIP) projects requiring these services to fund this amendment.

ENVIRONMENTAL DETERMINATION:

The City prepared a Final Programmatic Environmental Impact Report (Final PEIR) in accordance with the California Environmental Quality Act (CEQA) (SCH No. 2015032006). The PEIR was certified by Council on June 6, 2016. In accordance with CEQA, the Final PEIR serves as the primary environmental compliance document for implementation of the Clean Water Program. The City prepared Addenda to the Final PEIR that were approved on July 16, 2018 (Addendum 1) and April 15, 2019 (Addendum 2). This work is within the scope of the project evaluated in the PEIR and Addenda.

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 – Amendment

STAFF CONTACT
Thomas Ruark, Senior Project Manager
[email protected]
650-522-7280
Tom Williams, Engineering Manager
[email protected]
650-522-7307

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1 2
1 8
5 AMENDMENT NO. 5 TO THE AGREEMENT

BETWEEN THE CITY OF SAN MATEO AND SMITH EMERY SAN FRANCISCO

FOR CONSTRUCTION SPECIAL INSPECTION SERVICES FOR THE CLEAN WATER PROGRAM ($1,500,000 [Original Amount], $850,000 [Amendment No. 1], $250,000 [Amendment No. 2], $500,000 [Amendment No. 3], $250,000 [Amendment No. 4], $150,000 [Amendment No. 5]) This Amendment is entered into this day of _______________, by and between the City of San Mateo, a municipal corporation existing under the laws of the State of California (“CITY”), and Smith Emery San Francisco (“CONSULTANT”).

WHEREAS, CITY and CONSULTANT entered into an Agreement for professional services (“Agreement”) on April 18, 2022; and
WHEREAS, on August 28, 2023, Amendment No. 1 was executed, which increased the compensation by $850,000, for a new total Agreement amount of $2,350,000; and WHEREAS, on February 27, 2024, Amendment No. 2 was executed, which increased the compensation by $250,000, for a new total Agreement amount of $2,600,000, and extended the agreement term to February 28, 2025; and
WHEREAS, on July 30, 2024, Amendment No. 3 was executed, which increased the compensation by $500,000, for a new total Agreement amount of $3,100,000; and WHEREAS, on February 13, 2024, Amendment No. 4 was executed, which increased the compensation by $250,000, for a new total Agreement amount of $3,350,000, and extended the agreement term to February 28, 2026; and
WHEREAS, CITY and CONSULTANT, wish to amend the Agreement to increase the total compensation amount by $150,000, for a new total Agreement amount of $3,500,000.

NOW, THEREFORE, the parties agree as follows:

1. The first paragraph of Section 8 – “Payment” of the Agreement is amended as follows:
“Payment shall be made by the CITY only for services rendered and upon submission of a payment request upon completion and CITY approval of the work performed. In consideration for the full performances, of services and any reimbursable expenses set forth in this Agreement, CITY agrees to pay CONSULTANT a fee based on verified time and materials not to exceed $3,500,000 without prior written authorization. Requests for payments shall be itemized and correspond to the various items of work described in Exhibit A and shall be based on the rate and cost schedule set forth in Exhibit C.”

2. Exhibit C “Cost Schedule” of the Agreement is amended as follows:
“The cost for the based contract shall be on a time and materials basis in accordance with the attached Schedule of Fees and Services for a cost not to exceed $3,500,000.00 (three million, five hundred thousand dollars). Three (3) one-year options shall be on a time and material basis not to exceed $250,000.00 (two hundred fifty thousand dollars per year per

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1 2
1 8
5 option). Options to be issued at the discretion of the City. One of the three, one-year options for continuing these services at the discretion of the City remains.

3. The remaining terms of the Agreement remain in full force and effect.

IN WITNESS WHEREOF, CITY OF SAN MATEO and SMITH EMERY SAN FRANCISCO have executed this Amendment No. 5 on ___________________

CITY OF SAN MATEO CONSULTANT Smith Emery San Francisco
__________________________ _________________________________ Matthew Fabry Date By its Authorized Agent Date Public Works Director James E. Partridge
President
APPROVED AS TO FORM:
__________________________
Linh P. Nguyen Date
Assistant City Attorney

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CITY OF SAN MATEO

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 14 Section Name: CONSENT CALENDAR Account Number: 10-4651 File ID: 25-10242 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: Public Works Department
MEETING DATE: August 18, 2025
SUBJECT:

Contracts with Contingency Component — Update
RECOMMENDATION:

Receive the report on Citywide contracts contingency fund expenditures for the period from August 1, 2017, through June 30, 2025.

BACKGROUND:

When presenting contracts to the City Council for an award, staff typically request approval of contingency funds and authorization to approve additional work or issue change orders up to the contingency amount. The contingency amount is generally 10 percent of the total contract. This approach provides flexibility and efficiency because projects may continue without returning to the City Council to approve change orders. The current report (Attachment 1) shows all active contracts Citywide with contingencies greater than $25,000 awarded from August 1, 2017, through June 30, 2025.

Below is a summary table of active agreements by Department/Program:

Department Current Approved
Agreement
Contingency
Budget Contingency Used Percentage of
Contingency Used
Clean Water Program (CWP) $647,360,019.89 $111,341,869.40 $58,270,050.49 52% Facilities $7,228,453.95 $1,153,501.50 $613,825.08 53% Parks & Recreation $15,791,879.04 $2,287,325.73 $9,798.00 >1% Police $8,071,107.96 $200,000.00 $0.00 0%
Public Works (non-CWP) $49,021,323.51 $8,557,905.00 $2,660,890.09 31% Grand Total $727,472,784.35 $123,540,601.63 $61,554,563.66 50% Attachment 2 shows completed projects with contingencies from this period. The contracts with contingency component report are provided to City Council on an annual fiscal year basis.

BUDGET IMPACT:

Since this is an update on previously awarded contracts, there is no budget impact. Sufficient funds have been allocated to each contract, including the contingency amounts.

ENVIRONMENTAL DETERMINATION:

This informational update is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

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CITY OF SAN MATEO

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 – Contingency Funding Status Worksheet
Att 2 – Completed Projects with Contingency

STAFF CONTACT
Alonso Barahona, Management Analyst II
[email protected]
(650) 522-7334
Rose Velilla, Sr. Management Analyst
[email protected]
(650) 522-7325

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ĂŶŽƉǇĚĚŝƚŝŽŶ Ψϵϳϴ͕ϵϴϴ ΨϭϱϬ͕ϬϬϬ ϭϱ͘ϯϮй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϭϱϬ͕ϬϬϬ ϯϬй /W
ŶŐ ϰͬϳͬϮϬϮϱ '^tŽŶƐƚƌƵĐƚŝŽŶ͕
/ŶĐ͘

ϰϭƐƚWůͬWĂĐŝĨŝĐůǀĚdƌĂƐŚ
ĂƉƚƵƌĞĞǀŝĐĞ ΨϮϱϳ͕ϮϰϬ Ψϱϭ͕ϰϬϬ ϭϵ͘ϵϴй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй Ψϱϭ͕ϰϬϬ Ϭй /W
ŶŐ ϴͬϭϵͬϮϬϮϰ ^E'ΘƐƐŽĐŝĂƚĞƐ͕
/ŶĐ͘ ^ƚĂĨĨƵŐŵĞŶƚĂƚŝŽŶ^ĞƌǀŝĐĞƐ ΨϮϬϬ͕ϬϬϬ Ψ ϮϬ͕ϬϬϬ ϭϬ͘ϬϬй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨͲ Ϭй ΨϮϬ͕ϬϬϬ /W
ŶŐ ϴͬϭϵͬϮϬϮϰ DĂƌŝŶĂ>ĂŶĚƐĐĂƉĞ͕
/ŶĐ
^ZϴϮͬ^ZϵϮ/ŶƚĞƌĐŚĂŶŐĞ
>ĂŶĚƐĐĂƉŝŶŐ/ŵƉƌŽǀĞŵĞŶƚƐ
WƌŽũĞĐƚ
Ψϭ͕ϲϱϬ͕ϭϱϬ ΨϮϱϬ͕ϬϬϬ ϭϱ͘ϭϱй Ψ ϴϮ͕ϱϮϲ Ψϵ͕ϯϰϳ Ψϰ͕Ϭ ϲϱ ΨͲ Ψ Ͳ Ψ Ͳ Ψϵϱ͕ϵϯϴ ϯϴй Ψϭϱϰ ͕ϬϲϮ ϲϱй /W
ŶŐ ϳͬϭϱͬϮϬϮϰ t͘Z͘&ŽƌĚĞ
ƐƐŽĐŝĂƚĞƐ͕/ŶĐ͘
ŽůƵŵďŝĂͬƌǇƐƚĂů^ƉƌŝŶŐƐ
^ƚŽƌŵƌĂŝŶ/ŵƉƌŽǀĞŵĞŶƚƐ ΨϳϮϴ͕ϲϱϰ Ψϭϰϲ͕ϬϬϬ ϮϬ͘Ϭϰй Ψϰ͕ϯϬϰ͘Ϭϳ ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϰ ͕ϯϬϰ ϯй Ψϭϰϭ͕ϲϵϲ ϴϱй /W
ŶŐ ϳͬϭϱͬϮϬϮϰ '͘ŽƌƚŽůŽƚƚŽΘ
ŽŵƉĂŶǇ͕/ŶĐ͘
ŝƚǇǁŝĚĞ^ƚƌĞĞƚZĞŚĂďŝůŝƚĂƚŝŽŶ
WĂĐŬĂŐĞϱͲ Ψϰ͕ϯϭϰ͕ϱϭϲ Ψϲϰϴ͕ϬϬϬ ϭϱ͘ϬϮй Ψ ϵ͕ϮϱϬ ΨϭϬ͕ϱϴϲ Ψϯ͕ϵ ϳϴ ΨϴϮ͕ϴϵϰ͘ϵϴ Ψϳϴ͕ϵϮϮ Ψ Ͳ Ψϭϴϱ͕ϲϯϭ Ϯϵй ΨϰϲϮ͕ϯϲϵ ϵϱй /W
ŶŐ ϲͬϭϳͬϮϬϮϰ ^ĐŚĂĂĨΘtŚĞĞůĞƌ ^ƚŽƌŵƌĂŝŶDĂƐƚĞƌWůĂŶ
hƉĚĂƚĞ Ψϭ͕ϭϬϰ͕ϭϵϬ ΨϭϭϬ͕ϬϬϬ ϵ͘ϵϲй Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϭϭϬ͕ϬϬϬ ϱϬй /W
ŶŐ ϱͬϮϬͬϮϬϮϰ EŝĐŚŽůƐŽŶƐƵůƚŝŶŐ

ŶŐŝŶĞĞƌƐ͕/ŶĐ͘
ŝƚǇǁŝĚĞ^ƚƌĞĞƚZĞŚĂďŝůŝƚĂƚŝŽŶ
WĂĐŬĂŐĞϲ ΨϴϮϬ͕ϬϬϬ ΨϴϮ͕ϬϬϬ ϭϬ͘ϬϬй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϴϮ͕ϬϬϬ ϲϬй /W
ŶŐ ϱͬϮϬͬϮϬϮϰ ,Z
ŶŐŝŶĞĞƌŝŶŐ͕
/ŶĐ͘
ŝƚǇǁŝĚĞ^ƵƌĨĂĐĞdƌĞĂƚŵĞŶƚ
WĂĐŬĂŐĞƐϰͲϭĂŶĚϰͲϮ Ψϱϴϰ͕ϬϬϬ Ψϱϴ͕ϰϬϬ ϭϬ͘ϬϬй ΨϮϱ͕ϴϭϳ͘ϬϬ ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϮϱ͕ϴϭϳ ϰϰй ΨϯϮ͕ϱϴϯ ϲϬй /W
ŶŐ ϰͬϭϱͬϮϬϮϰ hŶŝƚĞĚ^ƚŽƌŵ
tĂƚĞƌ͕/ŶĐ͘ ŝƚǇǁŝĚĞ^ŵĂůůdƌĂƐŚ Ψϲϵϳ͕Ϯϳϳ Ψ ϰϯϬ͕ϬϬϬ ϲϭ͘ϲϳй Ψϭ͕ϳϰϮ Ψϭϱϯ͕ϱϴϲ ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϭϱϱ͕ϯϮϴ ϯϲй ΨϮϳϰ͕ϲϳϮ Ϭй /W
ŶŐ ϮͬϮϬͬϮϬϮϰ ^ŝĞŐĞůΘ^ƚƌĂŝŶ
ƌĐŚŝƚĞĐƚƐ
DĂƌŝŶĂ>ŝďƌĂƌǇ^ƚƌƵĐƚƵƌĂů
/ŵƉƌŽǀĞŵĞŶƚƐWƌŽũĞĐƚ ΨϵϬϯ͕ϱϱϭ ΨϵϬ͕ϬϬϬ ϵ͘ϵϲй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϵϬ͕ϬϬϬ ϲϬй /W
ŶŐ ϴͬϮϭͬϮϬϮϯ ĞǁďĞƌƌǇ

ŶŐŝŶĞĞƌƐ͕/ŶĐ͘
ƌŝĚŐĞDĂŶĂŐĞŵĞŶƚWƌŽŐƌĂŵ
ĞǀĞůŽƉŵĞŶƚʹŐƌĞĞŵĞŶƚ ΨϮϱϬ͕ϬϬϬ ΨϱϬ͕ϬϬϬ ϮϬ͘ϬϬй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϱϬ͕ϬϬϬ ϭϬй /W
ŶŐ ϲͬϱͬϮϬϮϯ DE^
ŶŐŝŶĞĞƌƐ͕
/ŶĐ͘
ŝƚǇǁŝĚĞ^ƚƌĞĞƚZĞŚĂďŝůŝƚĂƚŝŽŶ
WĂĐŬĂŐĞϱʹŐƌĞĞŵĞŶƚ Ψϱϴϱ͕ϬϬϬ Ψϱϴ͕ϬϬϬ ϵ͘ϵϭй Ψϭϰ͕ϭϴϬ ΨϮϰ͕ϵϭϴ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ Ψϯϵ͕Ϭϵϴ ϲ ϳй Ψϭϴ͕ϵϬϮ ϭϬϬй /W
ŶŐ ϲͬϱͬϮϬϮϯ DĐ'ƵŝƌĞĂŶĚ
,ĞƐƚĞƌ
ŝƚǇǁŝĚĞ^ƚƌĞĞƚ
ZĞĐŽŶƐƚƌƵĐƚŝŽŶWŚĂƐĞϰʹ
ŐƌĞĞŵĞŶƚĂŶĚƵĚŐĞƚ
dƌĂŶƐĨĞƌ
Ψϲ͕Ϯϱϵ͕ϯϱϴ Ψϯ͕ϭϯϬ͕ϬϬϬ ϱϬ͘Ϭϭй Ψ ϵ͕ϳϲϭ Ψϴ͕ϳϰϬ Ψϭϲϴ͕ϳϮϴ Ψϭ͕ϲϱϴ͕ϳϴϭ ΨͲ Ψ Ͳ Ψϭ͕ϴϰϲ͕ϬϬϵ ϱϵй Ψϭ͕Ϯϴϯ͕ϵϵϭ ϱϬй ^ddh^K&KE'K/E'KEdZd^t/d,KEd/E'
Ez&hE^ƚŚƌŽƵŐŚϲͬϯϬͬϮϬϮϱ
dŚŝƐƐƵŵŵĂƌǇĚŽĞƐŶŽƚŝŶĐůƵĚĞƉƌŽũĞĐƚƐǁŝƚŚĐŽŶƚŝŶŐĞŶĐŝĞƐƵŶĚĞƌ ΨϮϱ͕ϬϬϬ͘EĞŐĂƚŝǀĞŽƌŶŽͲĐŽƐƚĐŚĂŶŐĞŽƌĚĞƌƐĚŽŶŽƚŝŵƉĂĐƚƚŚĞĐŽŶƚŝŶŐĞŶĐǇĨƵŶĚ͘

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ĞƉĂƌƚŵĞŶƚͬŝǀŝƐŝŽŶ ĂƚĞƉƉƌŽǀĞĚǇ
ŝƚǇŽƵŶĐŝů
ŽŶƚƌĂĐƚŽƌͬ
sĞŶĚŽƌ ĞƐĐƌŝƉƚŝŽŶ
ƵƌƌĞŶƚŽŶƚƌĂĐƚ
ŵŽƵŶƚƉƉƌŽǀĞĚ
ďǇŽƵŶĐŝů
ŽŶƚŝŶŐĞŶĐǇ
ƵĚŐĞƚ
йŽĨdŽƚĂů
ŵŽƵŶƚ
ƉƉƌŽǀĞĚ
ϭƐƚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϮŶĚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϯƌĚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϰƚŚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϱƚŚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϲΘďŽǀĞK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
dŽƚĂůŽŶƚŝŶŐĞŶĐǇ
ƵƐĞĚ
йŽĨ
ŽŶƚŝŶŐĞŶĐǇ
hƐĞĚ
ZĞŵĂŝŶŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ƉƉƌŽǆŝŵĂƚĞWƌŽũĞĐƚ
ŽŵƉůĞƚŝŽŶй;WDƚŽ
ŽŵƉůĞƚĞͿ
ĂŶĚEŽƚĞƐ
/W
ŶŐ ϳͬϭϴͬϮϬϮϮ ,Z
ŶŐŝŶĞĞƌŝŶŐ͕
/ŶĐͬ͘tƌĞĐŽ
,ŝŐŚsŽůƚĂŐĞ^ƚƌĞĞƚůŝŐŚƚ
ŽŶǀĞƌƐŝŽŶ;WŚĂƐĞϰͿĞƐŝŐŶ
^ĞƌǀŝĐĞƐ
ΨϮϱϵ͕ϰϬϬ ΨϮϱ͕ϬϬϬ ϵ͘ϲϰй Ψϳ͕ϳϯϰ ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϳ͕ϳϯϰ ϯϭй Ψϭϳ͕Ϯϲϲ ϲϱй /W
ŶŐ ϱͬϭϲͬϮϬϮϮ ŝŐŐƐĂƌĚŽǌĂ
ƐƐŽĐŝĂƚĞƐ
ĞƌŵƵĚĂƌŝĚŐĞZĞƉůĂĐĞŵĞŶƚͲ
ĞƐŝŐŶ Ψϭ͕ϬϯϮ͕ϴϳϰ ΨϭϱϬ͕ϬϬϬ ϭϰ͘ϱϮй Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϭϱϬ͕ϬϬϬ ϵϱй /W
ŶŐ ϭͬϯͬϮϬϮϮ EŝĐŚŽůƐŽŶƐƵůƚŝŶŐ

ŶŐŝŶĞĞƌƐ͕/ŶĐ͘
ŝƚǇǁŝĚĞ^ƚƌĞĞƚ
ZĞĐŽŶƐƚƌƵĐƚŝŽŶ͕WŚĂƐĞƐϰĂŶĚ
ϱ
Ψϭ͕ϰϲϬ͕ϬϬϬ Ψϭϰϲ͕ϬϬϬ ϭϬ͘ϬϬй Ψ ϳϲ͕ϱϬϬ Ψϰϯ͕ϱϬϬ ΨϮϲ͕ϬϬϬ ΨͲ Ψ Ͳ Ψ Ͳ Ψϭϰϲ͕ϬϬϬ ϭϬϬй ΨϬ ϲϬй /W
ŶŐ ϵͬϯͬϮϬϭϵ <&
ŶŐŝŶĞĞƌ
ůĂŵŝŶŽΛZd
ϵϮ
>ĂŶĚƐĐĂƉŝŶŐ/ŵƉƌŽǀĞŵĞŶƚƐ ΨϯϮϳ͕ϱϮϬ ΨϯϬ͕ϬϬϬ ϵ͘ϭϲй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϯϬ͕ϬϬϬ ϲϱй /W
ŶŐ ϭϮͬϯͬϮϬϭϴ ^ĐŚĂĂĨΘtŚĞĞůĞƌ ŽǇŽƚĞWŽŝŶƚĂŶĚWŽƉůĂƌ
ǀĞŶƵĞWƵŵƉ^ƚĂƚŝŽŶƐĞƐŝŐŶ Ψϭ͕ϭϯϭ͕ϬϳϬ ΨϱϬ͕ϬϬϬ ϰ͘ϰϮй Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϱϬ͕ϬϬϬ ϵϵй tW ϱͬϭϵͬϮϬϮϱ ƌĂŶĚ
ŶĞƌŐǇ
^ĞƌǀŝĐĞƐŽĨ
ttdWŝŐĞƐƚŽƌϮŽĂƚŝŶŐ
WƌŽũĞĐƚ ΨϰϬϲ͕ϴϴϭ ΨϴϮ͕ϬϬϬ ϮϬ͘ϭϱй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϴϮ͕ϬϬϬ ϰϬйй tW ϭͬϮϭͬϮϬϮϱ ƌŝƐƚŽůĂ͕>> tĂƐƚĞǁĂƚĞƌdƌĞĂƚŵĞŶƚWůĂŶƚ ŝŐĞƐƚĞƌϮůĞĂŶŝŶŐ Ψϯϲϰ͕ϭϬϬ Ψϯϲ͕ϬϬϬ ϵ͘ϴϵй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй Ψϯϲ͕ϬϬϬ ϵϵй tW ϭͬϭϯͬϮϬϮϱ tĞƐƚůĂŶĚ
ŽŶƚƌĂĐƚŽƌƐ
ĂƐŝŶ^ĂŶŝƚĂƌǇ^ĞǁĞƌ
ZĞŚĂďŝůŝƚĂƚŝŽŶWƌŽũĞĐƚ/ŶƐŝĚĞ
ĞĂĐŚ
Ψϱ͕ϵϬϯ͕ϴϮϮ ΨϵϬϬ͕ϬϬϬ ϭϱ͘Ϯϰй Ψ ϯϱ͕ϳϳϱ ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϯϱ͕ϳϳϱ ϰй Ψϴϲϰ͕ϮϮϱ ϮϬй tW ϭͬϭϲͬϮϬϮϰ tĞƐƚůĂŶĚ
ŽŶƚƌĂĐƚŽƌƐ
ĂƐŝŶ^ĂŶŝƚĂƌǇ^ĞǁĞƌ
ZĞŚĂďŝůŝƚĂƚŝŽŶWƌŽũĞĐƚ Ψϰ͕ϭϯϭ͕Ϯϵϭ ΨϱϳϬ͕ϬϬϬ ϭϯ͘ϴϬй Ψ ϯϬ͕ϱϭϬ Ψϴ͕ϬϬϬ Ψϭϳϳ͕ϱϬϲ Ψϭϰ͕ϳϵϴ ΨϭϬϴ͕ϯϳϴ Ψ Ϯϲ͕ϬϬϬ Ψϯϲϱ͕ϭϵϮ ϲϰй ΨϮϬϰ͕ϴϬϴ ϴϱй tW ϭϭͬϮϬͬϮϬϮϯ :DŽŶƐƚƌƵĐƚŝŽŶ͕
/ŶĐ͘

ůĂŵŝŶŽZĞĂůŽŶǀĞǇĂŶĐĞ
^ǇƐƚĞŵ/ŵƉƌŽǀĞŵĞŶƚƐ ΨϭϮ͕ϵϬϳ͕ϰϮϳ ΨϮ͕ϯϳϬ͕ϬϬϬ ϭϴ͘ϯϲй Ψ ϵ͕ϭϳϬ ΨϭϮϲ͕ϳϴϵ Ψϭ͕ϳϴϱ ΨϭϲϬ͕ϴϮϵ Ψϴϰ͕ϳϱϳ Ψϲϳϲ ͕ϵϵϮ Ψϭ͕ϬϲϬ͕ϯϮϭ ϰϱй Ψϭ͕ϯϬϵ͕ϲϳϵ ϰϬй tW ϭϭͬϲͬϮϬϮϯ '^tŽŶƐƚƌƵĐƚŝŽŶ͕
/ŶĐ͘
ttdWdƌĂŶƐĨĞƌWƵŵƉƐ
/ŵƉƌŽǀĞŵĞŶƚWƌŽũĞĐƚ ΨϴϭϬ͕ϰϬϬ ΨϭϲϮ͕ϬϬϬ ϭϵ͘ϵϵй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϭϲϮ͕ϬϬϬ ϵϬй tW ϳͬϭϳͬϮϬϮϯ ͛ƌĐǇΘ,ĂƌƚǇ
ŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘
ĂƐŝŶ
^ĂŶŝƚĂƌǇ^ĞǁĞƌ
/ŵƉƌŽǀĞŵĞŶƚƐWƌŽũĞĐƚʹ
ŐƌĞĞŵĞŶƚ
Ψϲ͕ϴϰϴ͕Ϯϭϵ Ψϭ͕Ϯϵϳ͕ϬϬϬ ϭϴ͘ϵϰй Ψ ϭϯϬ͕Ϭϯϭ Ψϰ͕ϲϳϰ Ψϳ͕ϭϬϬ ΨϭϬ͕ϳϴϵ ΨϮ͕ϳϲϰ Ψ ϮϬϵ͕Ϯϭϱ Ψϯϲϰ͕ϱϳϯ Ϭй ΨϵϯϮ͕ϰϮϳ ϵϱй tW ϳͬϭϳͬϮϬϮϯ ,Z
ŶŐŝŶĞĞƌŝŶŐ͕
/ŶĐ͘
ttdWEƵƚƌŝĞŶƚZĞŵŽǀĂůĂŶĚ
tĞƚtĞĂƚŚĞƌ&ůŽǁ
DĂŶĂŐĞŵĞŶƚhƉŐƌĂĚĞĂŶĚ

ǆƉĂŶƐŝŽŶͲ
ŶŐŝŶĞĞƌŝŶŐ
^ĞƌǀŝĐĞƐ ĚƵƌŝŶŐ ŽŶƐƚƌƵĐƚŝŽŶ
Ψϭϯ͕ϭϰϯ͕ϰϮϳ Ψϯ͕ϯϰϰ͕ϬϬϬ Ϯϱ͘ϰϰй Ψ ϰϰ͕ϲϮϭ ΨϰϮ͕ϭϲϯ Ψϭϭ͕ϳϵϮ Ψ ϵϴϬ͕ϭϬϯ ΨϵϬϯ͕ϲϬϵ ΨϮϴϰ͕ϬϱϮ Ψ Ϯ͕Ϯϲϲ͕ϯϰϬ ϲϴй Ψϭ͕Ϭϳϳ͕ϲϲϬ ϵϱй tW ϱͬϭϱͬϮϬϮϯ DŽƵŶƚĂŝŶĂƐĐĂĚĞ
tĂƐƚĞǁĂƚĞƌdƌĞĂƚŵĞŶƚWůĂŶƚ
/ŵŵĞĚŝĂƚĞĐƚŝŽŶWƌŽũĞĐƚƐ͕
WĂĐŬĂŐĞ///
Ψϭϭ͕ϯϰϰ͕ϲϵϲ ΨϮ͕ϮϳϬ͕ϬϬϬ ϮϬ͘Ϭϭй Ψ ϱϴ͕Ϭϲϳ Ψϭϴ͕ϵϭϬ Ψϭϯ͕Ϯϱϵ Ψ ϰϮϭ͕ϴϲϳ Ψϭϲϵ͕ϲϴϬ ΨϮϯϲ͕Ϭ Ϭϴ Ψϵϭϳ͕ϳϵϭ ϰϬй Ψϭ͕ϯϱϮ͕ϮϬϵ ϴϱй tW ϴͬϭϱͬϮϬϮϮ ,ĞƌĐZĞŶƚĂůƐ͕/ŶĐ͘
dĞŵƉŽƌĂƌǇ^ƚĂŶĚďǇ'ĞŶĞƌĂƚŽƌ
ĨŽƌĂůĞǀĞŶƵĞWƵŵƉ^ƚĂƚŝŽŶ
hƉŐƌĂĚĞ
Ψϳϴϭ͕ϳϯϮ ΨϯϬϮ͕ϯϵϲ ϯϴ͘ϲϴй ΨϭϬϳ͕ϭϳϬ ΨϴϬ͕Ϭϴϭ Ψϰϯ͕ϴϴ ϴ Ψϰϯ͕ϴϴϴ ΨͲ Ψ Ͳ ΨϮϳϱ͕ϬϮϳ ϵϭй ΨϮϳ͕ϯϲϵ ϵϵй tW ϯͬϮϭͬϮϬϮϮ ^ĐŚĂĂĨΘtŚĞĞůĞƌ

ĂƐƚ^ĂŶDĂƚĞŽ^ĂŶŝƚĂƌǇ
^ĞǁĞƌ>ŝĨƚ^ƚĂƚŝŽŶ
ZĞŚĂďŝůŝƚĂƚŝŽŶWƌŽũĞĐƚ
ΨϮ͕ϯϵϲ͕ϰϯϭ ΨϭϬϴ͕ϲϮϲ ϰ͘ϱϯй Ψ Ϯϭ͕ϰϮϲ ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϮϭ͕ϰϮϲ ϮϬй Ψϴϳ͕ϮϬϬ ϵϬй

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ĞƉĂƌƚŵĞŶƚͬŝǀŝƐŝŽŶ ĂƚĞƉƉƌŽǀĞĚǇ
ŝƚǇŽƵŶĐŝů
ŽŶƚƌĂĐƚŽƌͬ
sĞŶĚŽƌ ĞƐĐƌŝƉƚŝŽŶ
ƵƌƌĞŶƚŽŶƚƌĂĐƚ
ŵŽƵŶƚƉƉƌŽǀĞĚ
ďǇŽƵŶĐŝů
ŽŶƚŝŶŐĞŶĐǇ
ƵĚŐĞƚ
йŽĨdŽƚĂů
ŵŽƵŶƚ
ƉƉƌŽǀĞĚ
ϭƐƚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϮŶĚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϯƌĚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϰƚŚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϱƚŚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϲΘďŽǀĞK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
dŽƚĂůŽŶƚŝŶŐĞŶĐǇ
ƵƐĞĚ
йŽĨ
ŽŶƚŝŶŐĞŶĐǇ
hƐĞĚ
ZĞŵĂŝŶŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ƉƉƌŽǆŝŵĂƚĞWƌŽũĞĐƚ
ŽŵƉůĞƚŝŽŶй;WDƚŽ
ŽŵƉůĞƚĞͿ
ĂŶĚEŽƚĞƐ
tW ϮͬϳͬϮϬϮϮ :DŽŶƐƚƌƵĐƚŝŽŶ͕
/ŶĐ͘
ĞůĂǁĂƌĞ^ƚƌĞĞƚZĞůŝĞĨ^ĞǁĞƌ
WƌŽũĞĐƚ Ψϴ͕ϰϰϴ͕ϯϳϱ Ψϭ͕ϲϵϬ͕ϬϬϬ ϮϬ͘ϬϬй Ψ Ϯϵ͕ϵϬϵ Ψϳϯ͕ϲϰϳ ΨϭϬϰ͕ϱϭϱ Ψ ϯϲ͕ϵϲϲ Ψϯϭ͕ϳϰϭ Ψϭ͕ϯϬϳ͕ ϰϵϯ Ψϭ͕ϱϴϰ͕Ϯϳϭ ϵϰй ΨϭϬϱ͕ϳϮϵ ϵϵй tW ϭͬϯͬϮϬϮϮ
ŶƚĞƌƉƌŝƐĞ
ƵƚŽŵĂƚŝŽŶ
ttdW^ƵƉĞƌǀŝƐŽƌǇŽŶƚƌŽůΘ
ĂƚĂĐƋƵŝƐŝƚŝŽŶ^ǇƐƚĞŵ
DĞƌŐĞƌWƌŽũĞĐƚĂŶĚ
ŽůůĞĐƚŝŽŶƐ^ǇƐƚĞŵ
Ψϭϵϵ͕ϭϱϲ ΨϭϭϬ͕ϬϬϬ ϱϱ͘Ϯϯй Ψϱϲ͕ϮϱϬ ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϱϲ͕ϮϱϬ ϱϭй Ψϱϯ͕ϳϱϬ ϵϱй tW ϴͬϭϲͬϮϬϮϭ ^ƚĂŶƚĞĐŽŶƐƵůƚŝŶŐ
^ĞƌǀŝĐĞƐ͕/ŶĐ͘
ĂƐŝŶƐϮĂŶĚϯŽůůĞĐƚŝŽŶ
^ǇƐƚĞŵ/ŵƉƌŽǀĞŵĞŶƚƐ Ψϭϲ͕ϵϰϬ͕ϱϳϴ ΨϯϮϮ͕ϬϬϬ ϭ͘ϵϬй Ψ ϵϭ͕ϱϬϬ ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϵϭ͕ϱϬϬ Ϯϴй ΨϮϯϬ͕ϱϬϬ ϴϱй tW ϴͬϭϲͬϮϬϮϭ
ŶĚĞƌƐŽŶWĂĐŝĨŝĐ

ŶŐŝŶĞĞƌŝŶŐ
ŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘
hŶĚĞƌŐƌŽƵŶĚ&ůŽǁ

ƋƵĂůŝǌĂƚŝŽŶ^ǇƐƚĞŵͲ
ŽŶƐƚƌƵĐƚŝŽŶŽŶƚƌĂĐƚ
Ψϲϰ͕ϳϲϯ͕ϯϮϲ Ψϱ͕ϲϳϭ͕ϬϬϬ ϴ͘ϳϲй Ψ ϯ͕ϲϰϱ Ψϭϵ͕ϮϱϬ Ψ;ϱϮ͕ϯϯϵͿ Ψ Ͳ Ψϰϱ͕ϰϲϲ Ψ ϱ͕ϱϯϵ͕ϳϲϬ Ψϱ͕ϲϬϴ͕ϭϮϭ ϵϵй ΨϲϮ͕ϴϳϵ ϵϴй tW ϭϭͬϭϲͬϮϬϮϬ ,ϮDͬ:ĂĐŽďƐ ůĞĂŶtĂƚĞƌWƌŽŐƌĂŵ;tWͿ WƌŽŐƌĂŵDĂŶĂŐĞŵĞŶƚ ϳ͕ϰϰϳ͕ϭϱϭΨ Ψϭ͕ϰϴϳ͕ϬϬϬ ϭϵ͘ϵϳй Ψϭ͕ϯϰϳ͕ϳϰϵ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϭ͕ϯϰϳ͕ϳϰϵ ϵϭй Ψϭϯϵ͕Ϯϱϭ ϴϱй tW ϵͬϮϭͬϮϬϮϬ ^ƵŶĚƚ
ŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘
ttdWEƵƚƌŝĞŶƚZĞŵŽǀĂůĂŶĚ
tĞƚtĞĂƚŚĞƌDĂŶĂŐĞŵĞŶƚ
hƉŐƌĂĚĞĂŶĚ
ǆƉĂŶƐŝŽŶͲ
'DWϯ
Ψϰϭϴ͕ϭϮϬ͕ϯϮϭ Ψϯϴ͕ϵϴϲ͕ϵϭϬ ϵ͘ϯϮй Ψ ϭ͕ϱϴϯ͕ϵϲϰ ΨϲϬ͕ϲϮϮ Ψϱϲϴ͕Ϯϴϰ Ψ ϭ͕ϭϵϰ͕ϯϰϰ ΨϮ͕Ϯϵϳ͕ϵϲϵ ΨϮϴ͕ϲϮϰ͕ϯϬϱ Ψ ϯϰ͕ϯϮϵ͕ϰϴϴ ϴϴй Ψϰ͕ϲϱϳ͕ϰϮϮ ϵϱй tW ϭϬͬϳͬϮϬϭϵ ŶǀŝůƵŝůĚĞƌƐ͕/ŶĐ͘
ĂƐŝŶϮΘϯŽůůĞĐƚŝŽŶ^ǇƐƚĞŵ
/ŵƉƌŽǀĞŵĞŶƚƐͬĂůĞǀĞ
WƵŵƉ^ƚĂƚŝŽŶhƉŐƌĂĚĞ
ΨϮϲ͕ϵϭϮ͕ϲϱϳ ϰϳ͕ϳϰϬ͕ϰϴϴΨ ϭϳϳ͘ϯϵй Ψϯϰ͕ϯϯϲ Ψϭϰϯ͕ϭϲϭ Ψ ϰϭϯ͕ϵϵϮ Ψϯϵ͕ϵϳϯ ΨϰϮϵ͕ϰϯϯ Ψ ϱ͕ϳϬϵ͕ϳϲϭ Ψϲ͕ϳϳϬ͕ϲϱϲ ϭϰй ΨϰϬ͕ϵϲϵ͕ϴϯϮ ϵϴй tW ϱͬϮϬͬϮϬϭϵ <ƵƚǌŵĂŶŶΘ
ƐƐŽĐŝĂƚĞƐ͕/ŶĐ
ttdWEƵƚƌŝĞŶƚZĞŵŽǀĂůĂŶĚ
tĞƚtĞĂƚŚĞƌDĂŶĂŐĞŵĞŶƚ
hƉŐƌĂĚĞĂŶĚ
ǆƉĂŶƐŝŽŶͲ
ƵŝůĚŝŶŐWůĂŶZĞǀŝĞǁΘ
/ŶƐƉĞĐƚŝŽŶ
ΨϵϯϬ͕ϬϬϬ ΨϭϬϬ͕ϬϬϬ ϭϬ͘ϳϱй Ψϰϲ͕ϱϬϬ ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϰϲ͕ϱϬϬ ϰϳй Ψϱϯ͕ϱϬϬ ϵϵй tW ϯͬϰͬϮϬϭϵ ^ƚĂŶƚĞĐ ttdW/W//ͲĞƐŝŐŶΘ

ŶŐŝŶĞĞƌŝŶŐ^ĞƌǀŝĐĞƐ ΨϮ͕ϭϮϲ͕ϰϬϯ Ψϴϳ͕ϬϬϬ ϰ͘Ϭϵй Ψ ϳϵ͕ϴϬϬ ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϳϵ͕ϴϬϬ ϵϮй Ψϳ͕ϮϬϬ ϵϵй tW ϭͬϮϮͬϮϬϭϵ ,Z
ŶŐŝŶĞĞƌŝŶŐ͕
/ŶĐ͘
tĂƐƚĞǁĂƚĞƌdƌĞĂƚŵĞŶƚWůĂŶƚ
EƵƚƌŝĞŶƚZĞŵŽǀĂůĂŶĚtĞƚ
tĞĂƚŚĞƌ&ůŽǁDĂŶĂŐĞŵĞŶƚ
hƉŐƌĂĚĞĂŶĚ
ǆƉĂŶƐŝŽŶͲ
ĞƐŝŐŶ
ΨϮϱ͕ϳϰϰ͕ϴϮϰ ΨϮ͕ϱϳϱ͕ϴϮϯ ϭϬ͘Ϭϭй Ψ ϭϲϮ͕ϵϰϬ Ψϭ͕ϰϰϬ͕ϴϴϮ Ψϭϲϴ͕ϬϬϭ Ψ ϱϬ͕ϬϬϬ ΨϮϴϴ͕ϯϱϳ Ψϰϲϱ͕ϱϰϰ ΨϮ͕ϱϳϱ͕ϳϮϰ ϭϬϬй Ψϵϵ ϵϵй tW ϭͬϳͬϮϬϭϵ DǇĞƌƐĂŶĚ^ŽŶƐ ttdW/W//ŽŶƐƚƌƵĐƚŝŽŶ Ψ ϭϰ͕ϯϰϲ͕ϯϳϮ Ψϵϯϰ͕ϬϬϬ ϲ͘ϱϭй Ψϳϯ͕ϱϴ Ϯ ΨϱϮ͕ϯϲϬ ΨϰϮ͕Ϯϯϴ Ψϯϭ ͕ϴϲϴ ΨϰϮ͕Ϭϳϭ ΨϮϭϬ͕ϬϬϬ Ψ ϰϱϮ͕ϭϭϵ ϰϴй Ψϰϴϭ͕ϴϴϭ ϵϵй tW ϴͬϮϭͬϮϬϭϳ ^ƚĂŶƚĞĐŽŶƐƵůƚŝŶŐ
^ĞƌǀŝĐĞƐ͕/ŶĐ͘ ttdW/W//ĞƐŝŐŶ Ψϴϳϲ͕ϬϬϬ Ψ ϴϳ͕ϬϬϬ ϵ͘ϵϯй ΨͲ Ψ Ͳ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨͲ Ϭй Ψϴϳ͕ϬϬϬ ϵϵй tW ϮͬϮϰͬϮϬϭϳ ^ĐŚĂĂĨΘtŚĞĞůĞƌ

ĂƐƚ^ĂŶDĂƚĞŽ^ĂŶŝƚĂƌǇ
^ĞǁĞƌ>ŝĨƚ^ƚĂƚŝŽŶ
ZĞŚĂďŝůŝƚĂƚŝŽŶWƌŽũĞĐƚ
ΨϮ͕ϯϵϲ͕ϰϯϭ ΨϭϬϴ͕ϲϮϲ ϰ͘ϱϯй Ψ Ϯϭ͕ϰϮϲ ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϮϭ͕ϰϮϲ ϮϬй Ψϴϳ͕ϮϬϬ &ĂĐŝůŝƚŝĞƐ ϲͬϭϲͬϮϬϮϱ WŝEĂƚŝŽŶĂů
^ĞƌǀŝĐĞ'ƌŽƵƉ͕/ŶĐ͘
ŝƚǇǁŝĚĞ&ŝƌĞ͕>ŝĨĞĂŶĚ^ĂĨĞƚǇ
/ŶƐƉĞĐƚŝŽŶdĞƐƚŝŶŐΘ
DĂŝŶƚĞŶĂŶĐĞ^ĞƌǀŝĐĞƐ
Ψϱϵϭ͕ϯϳϱ ΨϲϬ͕ϬϬϬ ϭϬ͘ϭϱй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϲϬ͕ϬϬϬ &ĂĐŝůŝƚŝĞƐ ϮͬϯͬϮϬϮϱ
ZĞƐƚŽƌĂƚŝŽŶ
DĂŶĂŐĞŵĞŶƚ
ŽŵƉĂŶǇ
WŽƉůĂƌƌĞĞŬdĞŶĂŶƚ
/ŵƉƌŽǀĞŵĞŶƚƐ Ψϭ͕ϬϳϮ͕ϲϰϵ Ψϭϭϱ͕ϯϬϬ ϭϬ͘ϳϱй Ψ ϭϭϯ͕ϬϬϴ ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨͲ Ψϭϭϯ͕ϬϬϴ ϵϴй ΨϮ͕ϮϵϮ

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ŶŐŝŶĞĞƌŝŶŐ͕/ŶĐ͘
ϮŶĚΘ
Z'ĂƌĂŐĞ^ƚƌƵĐƚƵƌĂů
/ŵƉƌŽǀĞŵĞŶƚ ΨϭϱϮ͕ϮϰϬ Ψϰϱ͕ϮϬϮ Ϯϵ͘ϲϵй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй Ψϰϱ͕ϮϬϮ &ĂĐŝůŝƚŝĞƐ ϰͬϭϱͬϮϬϮϰ ŶŐĞůĞƐ
ŽŶƚƌĂĐƚŽƌ͕/ŶĐ
^ŚŽƌĞǀŝĞǁWĂƌŬZĞƐƚƌŽŽŵ
ZĞŵŽĚĞů Ψϯϳϵ͕ϯϴϳ Ψϱϳ͕ϬϬϬ ϭϱ͘ϬϮй Ψϭϵ͕ϳϵϱ Ψϭϰ͕ϰϰϵ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨͲ Ψϯϰ͕Ϯϰϰ ϲϬй ΨϮϮ͕ϳϱϲ ϵϵй &ĂĐŝůŝƚŝĞƐ ϮͬϮϬͬϮϬϮϰ KŶWŽŝŶƚ
ŽŶƐƚƌƵĐƚŝŽŶ
ϮŶĚĂŶĚ
ůĂŵŝŶŽĞŶƚƌĂů
'ĂƌĂŐĞ
ůĞǀĂƚŽƌ
DŽĚĞƌŶŝǌĂƚŝŽŶ
ΨϴϯϬ͕ϬϬϬ Ψϭϲϲ͕ϬϬϬ ϮϬ͘ϬϬй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй Ψϭϲϲ͕ϬϬϬ ϭϬй &ĂĐŝůŝƚŝĞƐ ϭͬϭϲͬϮϬϮϰ ŶŐĞůĞƐ
ŽŶƚƌĂĐƚŽƌ͕/ŶĐ
ϮŶĚĂŶĚ
ůĂŵŝŶŽ'ĂƌĂŐĞ
/ŵƉƌŽǀĞŵĞŶƚƐWŚĂƐĞϭ Ψϭ͕ϰϰϲ͕ϲϵϰ ΨϭϴϬ͕ϬϬϬ ϭϮ͘ϰϰй Ψ ϭϴϬ͕ϬϬϬ ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨͲ ΨϭϴϬ͕ϬϬϬ ϭϬϬй ΨϬ ϴϱй &ĂĐŝůŝƚŝĞƐ ϭϭͬϮϬͬϮϬϮϯ
EĞǁƚŽŶ
ŽŶƐƚƌƵĐƚŝŽŶΘ
DĂŶĂŐĞŵĞŶƚ͕/ŶĐ͘
<ŝŶŐZĞĐƌĞĂƚŝŽŶĞŶƚĞƌEĞǁ
&ŝƌĞůĂƌŵ^ǇƐƚĞŵ ΨϰϬϱ͕ϳϲϮ͘ϳϰ ΨϱϬ͕ϬϬϬ ϭϮ͘ϯϮй Ψ ϰϵ͕ϳϬϳ ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϰϵ͕ϳ Ϭϳ ϵϵй ΨϮϵϯ ϵϱй &ĂĐŝůŝƚŝĞƐ ϵͬϭϴͬϮϬϮϯ ŶŐĞůĞƐ
ŽŶƚƌĂĐƚŽƌ͕/ŶĐ
ĞŶƚƌĂůWĂƌŬdĞŶŶŝƐŽƵƌƚ
'ĂƌĂŐĞ^ƚƌƵĐƚƵƌĂů
/ŵƉƌŽǀĞŵĞŶƚƐʹŽŶƚƌĂĐƚ
ΨϮϰϭ͕ϴϳϭ Ψϭϭϱ͕ϬϬϬ ϰϳ͘ϱϱй Ψϱ͕ϭϲϱ ΨϭϬϵ͕ϴϯϱ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ Ψϭϭϱ͕ϬϬϬ ϭϬϬ йΨ Ϭ ϵϱй &ĂĐŝůŝƚŝĞƐ ϵͬϱͬϮϬϮϯ D,ƌĐŚŝƚĞĐƚƐ͕
/ŶĐ
ϮŶĚΘ
ůĂŵŝŶŽZĞĂů'ĂƌĂŐĞ
/ŵƉƌŽǀĞŵĞŶƚƐʹŐƌĞĞŵĞŶƚ ϴϱϴ͕ϮϲϯΨ ΨϴϬ͕ϬϬϬ ϵ͘ϯϮй ΨϮϭ͕ϰϬϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϮϭ͕ϰϬϬ Ϯϳй Ψϱϴ͕ϲϬϬ ϱϬй &ĂĐŝůŝƚŝĞƐ ϯͬϮϬͬϮϬϮϯ
EĞǁƚŽŶ
ŽŶƐƚƌƵĐƚŝŽŶΘ
DĂŶĂŐĞŵĞŶƚ͕/ŶĐ͘
DĂƌƚŝŶ>ƵƚŚĞƌ<ŝŶŐ
ŽŵŵƵŶŝƚǇĞŶƚĞƌ^ŵĂůů
<ŝƚĐŚĞŶZĞŵŽĚĞů
ϭϰϵ͕ϭϮϳΨ ΨϮϱ͕ϬϬϬ ϭϲ͘ϳϲй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨͲ Ϭй ΨϮϱ͕ϬϬϬ ϯϱй &ĂĐŝůŝƚŝĞƐ ϭϬͬϯͬϮϬϮϮ
EĞǁƚŽŶ
ŽŶƐƚƌƵĐƚŝŽŶΘ
DĂŶĂŐĞŵĞŶƚ͕/ŶĐ͘
ĂƐĂŶŽǀĂWĂƌŬZĞƐƚƌŽŽŵ
ZĞŵŽĚĞů ΨϮϵϴ͕Ϯϱϯ ΨϭϮϬ͕ϬϬϬ ϰϬ͘Ϯϯй Ψϲ͕ϴϬϰ Ψϯϳ͕ϳϮϱ Ψϯϯ͕ ϵϯϳ ΨͲ ΨͲ ΨͲ Ψϳϴ͕ϰϲϳ ϲϱй Ψϰϭ ͕ϱϯϯ ϯϬй &ĂĐŝůŝƚŝĞƐ ϵͬϭϵͬϮϬϮϮ d<
ůĞǀĂƚŽƌ
ŽƌƉŽƌĂƚŝŽŶ
ŝƚǇǁŝĚĞ
ůĞǀĂƚŽƌƐĂŶĚ>ŝĨƚƐ
DĂŝŶƚĞŶĂŶĐĞ^ĞƌǀŝĐĞ ΨϱϵϬ͕ϬϬϰ Ψϭϭϴ͕ϬϬϬ ϮϬ͘ϬϬй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй Ψϭϭϴ͕ϬϬϬ KŶŐŽŝŶŐ &ĂĐŝůŝƚŝĞƐ ϱͬϮͬϮϬϮϮ
EĞǁƚŽŶ
ŽŶƐƚƌƵĐƚŝŽŶΘ
DĂŶĂŐĞŵĞŶƚ͕/ŶĐ͘
/ŶĚŝĂŶ^ƉƌŝŶŐƐWĂƌŬZĞƐƚƌŽŽŵ
ZĞŵŽĚĞů ΨϮϭϮ͕ϴϮϴ ΨϮϮ͕ϬϬϬ ϭϬ͘ϯϰй ΨϮϬ͕ϲϴϬ Ψϭ͕ϯϮϬ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϮϮ͕ϬϬϬ ϭϬϬй ΨϬ ϵϱй &ŝĞůĚDĂŝŶƚĞŶĂŶĐĞ ϴͬϭϵͬϮϬϮϰ ƵͲůů^ĂĨĞƚǇ ŝƚǇtŝĚĞ/ŶͲWĞƌƐŽŶ^ĂĨĞƚǇ dƌĂŝŶŝŶŐ ΨϯϲϬ͕ϬϬϬ ΨϱϮ͕ϬϬϬ ϭϰ͘ϰϰй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϱϮ͕ϬϬϬ &ůĞĞƚ ϱͬϭϵͬϮϬϮϱ sĞĐƚŽƌ&ůĞĞƚ
DĂŶĂŐĞŵĞŶƚ͕>> &ůĞĞƚŵĂŝŶƚĞŶĂŶĐĞƐĞƌǀŝĐĞƐ ΨϮ͕Ϯϲϭ͕ϮϮϲ Ψ ϳϱ͕ϬϬϬ ϯ͘ϯϮй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨͲ Ϭй Ψϳϱ͕ϬϬϬ ϰй &ůĞĞƚ ϭϭͬϭϴͬϮϬϮϰ dĞƌƌǇ
ƋƵŝƉŵĞŶƚ
s^ƚƌĞĞƚ^ǁĞĞƉĞƌ Ψ ϴϴϰ͕ϰϬϰ ΨϱϬ͕ϬϬϬ ϱ͘ϲϱй Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨͲ Ϭй ΨϱϬ͕ϬϬϬ ϰƚŚYƵĂƌƚĞƌϮϬϮϱ &ůĞĞƚ ϱͬϭͬϮϬϮϯ EĂƚŝŽŶĂůƵƚŽ
&ůĞĞƚ'ƌŽƵƉ
WŽůŝĐĞĞƉĂƌƚŵĞŶƚWĂƚƌŽů
sĞŚŝĐůĞƐ Ψϱϴϱ͕ϵϯϬ Ψϱϵ͕ϬϬϬ ϭϬ͘Ϭϳй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй Ψϱϵ͕ϬϬϬ Ϭй sĞŚŝĐůĞƐƚŽďĞďƵŝůƚ
&ůĞĞƚ ϭϬͬϭϳͬϮϬϮϮ
WƌŝŽƌŝƚǇϭWƵďůŝĐ
^ĂĨĞƚǇ

ƋƵŝƉŵĞŶƚ
/ŶƐƚĂůůĂƚŝŽŶ͕/ŶĐ͘
WƵƌĐŚĂƐĞĂŶĚ/ŶƐƚĂůůĂƚŝŽŶŽĨ
WƵďůŝĐ^ĂĨĞƚǇ
ƋƵŝƉŵĞŶƚ ΨϭϵϮ͕ϭϲϯ Ψϯϵ͕ϬϬϬ ϮϬ͘ϯϬй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй Ψϯϵ͕ϬϬϬ KŶŐŽŝŶŐ

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ĞƉĂƌƚŵĞŶƚͬŝǀŝƐŝŽŶ ĂƚĞƉƉƌŽǀĞĚǇ
ŝƚǇŽƵŶĐŝů
ŽŶƚƌĂĐƚŽƌͬ
sĞŶĚŽƌ ĞƐĐƌŝƉƚŝŽŶ
ƵƌƌĞŶƚŽŶƚƌĂĐƚ
ŵŽƵŶƚƉƉƌŽǀĞĚ
ďǇŽƵŶĐŝů
ŽŶƚŝŶŐĞŶĐǇ
ƵĚŐĞƚ
йŽĨdŽƚĂů
ŵŽƵŶƚ
ƉƉƌŽǀĞĚ
ϭƐƚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϮŶĚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϯƌĚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϰƚŚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϱƚŚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϲΘďŽǀĞK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
dŽƚĂůŽŶƚŝŶŐĞŶĐǇ
ƵƐĞĚ
йŽĨ
ŽŶƚŝŶŐĞŶĐǇ
hƐĞĚ
ZĞŵĂŝŶŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ƉƉƌŽǆŝŵĂƚĞWƌŽũĞĐƚ
ŽŵƉůĞƚŝŽŶй;WDƚŽ
ŽŵƉůĞƚĞͿ
ĂŶĚEŽƚĞƐ
&ůĞĞƚ ϲͬϳͬϮϬϮϭ EĂƚŝŽŶĂůƵƚŽ
&ůĞĞƚ'ƌŽƵƉ
WŽůŝĐĞĞƉĂƌƚŵĞŶƚWĂƚƌŽů
sĞŚŝĐůĞƐ Ψϰϳϱ͕ϱϯϰ ΨϲϮ͕ϬϬϬ ϭϯ͘Ϭϰй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϲϮ͕ϬϬϬ ϯƌĚYƵĂƌƚĞƌϮϬϮϱ WĂƌŬƐΘZĞĐ ϲͬϭϲͬϮϬϮϱ 'ĞŽŽŶ
ŽŶƐƵůƚĂŶƚƐ͕/ŶĐ͘
WŽƉůĂƌƌĞĞŬ'ŽůĨŽƵƌƐĞtĞůů
ƌŝůůŝŶŐWƌŽũĞĐƚ Ψϱϭϭ͕ϬϬϬ Ψϳϲ͕ϲϱϬ ϭϱ͘ϬϬй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй Ψϳϲ͕ϲϱϬ Ϭй WĂƌŬƐΘZĞĐ ϲͬϭϲͬϮϬϮϱ ϰ>
&͕/ŶĐ͘

ĂƐƚ,ŝůůƐĚĂůĞWĂƌŬWůĂǇŐƌŽƵŶĚ
/ŵƉƌŽǀĞŵĞŶƚƐWƌŽũĞĐƚͲ
ŽŶƐƚƌƵĐƚŝŽŶDĂŶĂŐĞŵĞŶƚ
^ĞƌǀŝĐĞƐ
ΨϮϬϬ͕ϬϬϬ ΨϯϬ͕ϬϬϬ ϭϱ͘ϬϬй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϯϬ͕ϬϬϬ ϭй WĂƌŬƐΘZĞĐ ϲͬϭϲͬϮϬϮϱ DŝƌĂĐůĞ
WůĂǇƐǇƐƚĞŵƐ

ĂƐƚ,ŝůůƐĚĂůĞWĂƌŬWůĂǇŐƌŽƵŶĚ
/ŵƉƌŽǀĞŵĞŶƚƐWƌŽũĞĐƚͲ
WůĂǇŐƌŽƵŶĚ
ƋƵŝƉŵĞŶƚ
Ψϭϵϭ͕Ϯϰϳ Ψϭϵ͕ϭϮϱ ϭϬ͘ϬϬй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй Ψϭϵ͕ϭϮϱ ϱй͖^ƵďŵŝƚƚĂůWŚĂƐĞ WĂƌŬƐΘZĞĐ ϲͬϭϲͬϮϬϮϱ :ĞƚDƵůĐŚ͕/ŶĐ͘ ŝƚǇǁŝĚĞDĞĚŝĂŶ/ƐůĂŶĚ DƵůĐŚŝŶŐ ΨϯϮϲ͕ϳϮϳ ΨϯϮ͕ϲϮϳ ϵ͘ϵϵй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϯϮ͕ϲϮϳ WĂƌŬƐΘZĞĐ ϲͬϮͬϮϬϮϱ ^ƵĂƌĞǌΘDƵŶŽǌ
ŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘

ĂƐƚ,ŝůůƐĚĂůĞWĂƌŬWůĂǇŐƌŽƵŶĚ
/ŵƉƌŽǀĞŵĞŶƚƐWƌŽũĞĐƚ ΨϮ͕ϬϱϬ͕ϬϬϬ ΨϯϬϳ͕ϱϬϬ ϭϱ͘ϬϬй Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϯϬϳ͕ϱϬϬ Ϭй WĂƌŬƐΘZĞĐ ϰͬϮϭͬϮϬϮϱ ϰ>
&͕/ŶĐ͘
ĞŶƚƌĂůWĂƌŬWůĂǇŐƌŽƵŶĚ
/ŵƉƌŽǀĞŵĞŶƚƐWƌŽũĞĐƚͲ
ŽŶƐƚƌƵĐƚŝŽŶDĂŶĂŐĞŵĞŶƚ
^ĞƌǀŝĐĞƐ
Ψϭ͕ϬϬϬ͕ϬϬϬ ΨϭϱϬ͕ϬϬϬ ϭϱ͘ϬϬй Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϭϱϬ͕ϬϬϬ ϱй͖ĞŵŽůŝƚŝŽŶƉŚĂƐĞ WĂƌŬƐΘZĞĐ ϯͬϭϰͬϮϬϮϱ WƵďůŝĐZĞƐƚƌŽŽŵ
ŽŵƉĂŶǇ͕/ŶĐ͘
ĞŶƚƌĂůWĂƌŬWůĂǇŐƌŽƵŶĚ
/ŵƉƌŽǀĞŵĞŶƚƐWƌŽũĞĐƚͲ
ZĞƐƚƌŽŽŵƐ
ΨϴϮϰ͕ϱϲϴ ΨϴϮ͕ϰϱϳ ϭϬ͘ϬϬй Ψϳ͕ϳϱϬ ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ ϳ͕ϳϱϬ ϵй Ψϳϰ͕ϳϬϳ ϱй͖^ƵďŵŝƚƚĂů ƉƌĞƉĂƌĂƚŝŽŶWŚĂƐĞ
WĂƌŬƐΘZĞĐ ϯͬϯͬϮϬϮϱ ^ƵĂƌĞǌΘDƵŶŽǌ
ŽŶƐƚƌƵĐƚŝŽŶ͕/ŶĐ͘
ĞŶƚƌĂůWĂƌŬWůĂǇŐƌŽƵŶĚ
/ŵƉƌŽǀĞŵĞŶƚƐWƌŽũĞĐƚ Ψϴ͕ϰϴϱ͕ϳϴϰ Ψϭ͕ϮϳϮ͕ϴϲϴ ϭϱ͘ϬϬй Ψ Ϯ͕Ϭϰϴ ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨϮ͕Ϭ ϰϴ Ϭй Ψϭ͕ϮϳϬ͕ϴϮϬ ϱй͖ĞŵŽůŝƚŝŽŶWŚĂƐĞ WĂƌŬƐΘZĞĐ ϱͬϮϬͬϮϬϮϰ
ĂǇƌĞĂ

ĚƵĐĂƚŝŽŶĂů
dŚĞĂƚĞƌŽŵƉĂŶǇ
^ƵŵŵĞƌŚŝůĚƌĞŶΖƐĂŶĚzŽƵƚŚ
dŚĞĂƚĞƌWƌŽŐƌĂŵ ΨϮϱϰ͕ϬϬϬ ΨϮϱ͕ϬϬϬ ϵ͘ϴϰй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϮϱ͕ϬϬϬ ϳϱй WĂƌŬƐΘZĞĐ ϭϮͬϰͬϮϬϮϯ >ŽƌĂů,ŽƌƚŝĐƵůƚƵƌĂů
^ĞƌǀŝĐĞƐ͕/ŶĐ͘
ŝƚǇǁŝĚĞdƌĞĞWůĂŶƚŝŶŐ
^ĞƌǀŝĐĞƐ ΨϮϲϮ͕ϲϳϱ ΨϮϲ͕Ϯϳϲ ϭϬ͘ϬϬй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϮϲ͕Ϯϳϲ ϰϮй WĂƌŬƐΘZĞĐ ϭϭͬϮϬͬϮϬϮϯ >ŽƌĂů>ĂŶƐĐĂƉŝŶŐ͕
/ŶĐ͘
>ĂŶĚƐĐĂƉĞDĂŝŶƚĞŶĂŶĐĞ
^ĞƌǀŝĐĞƐ͗DĞĚŝĂŶƐ͕/ƐůĂŶĚƐ͕
ĂŶĚZŝŐŚƚŽĨtĂǇƐ
Ψϴϲϱ͕ϰϵϬ͘ϱϬ ΨϭϮϵ͕ϴϮϰ ϭϱ͘ϬϬй Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϭϮϵ͕ϴϮϰ ϮϬй WĂƌŬƐΘZĞĐ ϳͬϭϱͬϮϬϭϵ ZZDĞƐŝŐŶ'ƌŽƵƉ ĞŶƚƌĂůWĂƌŬĞƐŝŐŶ ĞǀĞůŽƉŵĞŶƚ^ĞƌǀŝĐĞƐ ΨϯϬϮ͕ϱϲϬ Ψϰϱ͕ϬϬϬ ϭϰ͘ϴϳй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй Ψϰϱ͕ϬϬϬ ϭϴй WĂƌŬƐΘZĞĐ ϳͬϭϱͬϮϬϭϵ ZZDĞƐŝŐŶ'ƌŽƵƉ ĞŶƚƌĂůWĂƌŬĞƐŝŐŶ ĞǀĞůŽƉŵĞŶƚ^ĞƌǀŝĐĞƐ ΨϮϴϲ͕ϰϰϬ Ψϰϱ͕ϬϬϬ ϭϱ͘ϳϭй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй Ψϰϱ͕ϬϬϬ ϭϲй WĂƌŬƐΘZĞĐ ϳͬϭϱͬϮϬϭϵ ZZDĞƐŝŐŶ'ƌŽƵƉ ĞŶƚƌĂůWĂƌŬĞƐŝŐŶ ĞǀĞůŽƉŵĞŶƚ^ĞƌǀŝĐĞƐ ΨϮϯϭ͕ϯϴϴ Ψϰϱ͕ϬϬϬ ϭϵ͘ϰϱй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй Ψϰϱ͕ϬϬϬ Ϯϱй WŽůŝĐĞ ϭϮͬϵͬϮϬϮϰ ǆŽŶ
ŶƚĞƌƉƌŝƐĞ͕
/ŶĐ͘
DĂƐƚĞƌ^ĞƌǀŝĐĞƐĂŶĚ
WƵƌĐŚĂƐŝŶŐŐƌĞĞŵĞŶƚͲ
,ĂƌĚǁĂƌĞ͕^ŽĨƚǁĂƌĞ͕^ĞƌǀŝĐĞƐ
Ψϳ͕ϯϱϬ͕ϬϱϮ ΨϭϬϬ͕ϬϬϬ ϭ͘ϯϲй Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϭϬϬ͕ϬϬϬ

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ĞƉĂƌƚŵĞŶƚͬŝǀŝƐŝŽŶ ĂƚĞƉƉƌŽǀĞĚǇ
ŝƚǇŽƵŶĐŝů
ŽŶƚƌĂĐƚŽƌͬ
sĞŶĚŽƌ ĞƐĐƌŝƉƚŝŽŶ
ƵƌƌĞŶƚŽŶƚƌĂĐƚ
ŵŽƵŶƚƉƉƌŽǀĞĚ
ďǇŽƵŶĐŝů
ŽŶƚŝŶŐĞŶĐǇ
ƵĚŐĞƚ
йŽĨdŽƚĂů
ŵŽƵŶƚ
ƉƉƌŽǀĞĚ
ϭƐƚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϮŶĚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϯƌĚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϰƚŚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϱƚŚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϲΘďŽǀĞK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
dŽƚĂůŽŶƚŝŶŐĞŶĐǇ
ƵƐĞĚ
йŽĨ
ŽŶƚŝŶŐĞŶĐǇ
hƐĞĚ
ZĞŵĂŝŶŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ƉƉƌŽǆŝŵĂƚĞWƌŽũĞĐƚ
ŽŵƉůĞƚŝŽŶй;WDƚŽ
ŽŵƉůĞƚĞͿ
ĂŶĚEŽƚĞƐ
WŽůŝĐĞ ϴͬϭϵͬϮϬϮϰ DĞƚƌŽDŽďŝůĞ
ŽŵŵƵŶŝĐĂƚŝŽŶƐ
WŽůŝĐĞĞƉĂƌƚŵĞŶƚZĂĚŝŽ
ZĞƉůĂĐĞŵĞŶƚ ΨϳϮϭ͕Ϭϱϲ ΨϭϬϬ͕ϬϬϬ ϭϯ͘ϴϳй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϭϬϬ͕ϬϬϬ WƵďůŝĐtŽƌŬƐͬWΘZ ϭͬϭϲͬϮϬϮϰ ŝŶƚĂƐŽƌƉŽƌĂƚŝŽŶ ŝƚǇǁŝĚĞhŶŝĨŽƌŵ>ĂƵŶĚƌǇ ^ĞƌǀŝĐĞƐ ΨϯϯϬ͕ϬϬϬ͘ϬϬ ΨϮϱ͕ϬϬϬ ϳ͘ϱϴй Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϮϱ͕ϬϬϬ ZĞŐŽŵƉůŝĂŶĐĞ ϭϭͬϭͬϮϬϮϭ dƌƵƐƐĞůů
dĞĐŚŶŽůŽŐŝĞƐ͕/ŶĐ͘
EĂƚŝŽŶĂůWŽůůƵƚĂŶƚŝƐĐŚĂƌŐĞ

ůŝŵŝŶĂƚŝŽŶ^ǇƐƚĞŵWĞƌŵŝƚ
ZĞŶĞǁĂů
Ψϭϱϯ͕ϰϵϬ Ψϭϱ͕ϯϱϬ ϭϬ͘ϬϬй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй Ψϭϱ͕ϯϱϬ ϱϬй ZĞŐŽŵƉůŝĂŶĐĞ ϱͬϭϳͬϮϬϮϭ tĂƚĞƌǁŽƌŬƐ
/ŶĚƵƐƚƌŝĞƐ͕/ŶĐ
DĂƌŝŶĂ>ĂŐŽŽŶsĞŐĞƚĂƚŝŽŶ
ĂŶĚtĂƚĞƌYƵĂůŝƚǇ
DĂŶĂŐĞŵĞŶƚWƌŽĨĞƐƐŝŽŶĂů
^ĞƌǀŝĐĞƐŐƌĞĞŵĞŶƚ
Ψϴϱϴ͕ϵϴϬ Ψϴϲ͕ϬϬϬ ϭϬ͘Ϭϭй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϬ ϭϬϬй dƌĂŶƐƉŽƌƚĂƚŝŽŶ
ŶŐ ϲͬϭϲͬϮϬϮϱ WŚŽĞŶŝǆ
ůĞĐƚƌŝĐ
dƌĂĨĨŝĐ^ŝŐŶĂůDŽĚŝĨŝĐĂƚŝŽŶĂƚ
WŽƉůĂƌǀĞŶƵĞ
ĂŶĚ,ƵŵďŽůĚƚ^ƚƌĞĞƚ
Ψϯϲϳ͕ϬϬϬ Ψϱϱ͕ϬϬϬ ϭϰ͘ϵϵй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй Ψϱϱ͕ϬϬϬ Ϭй dƌĂŶƐƉŽƌƚĂƚŝŽŶ
WůĂŶŶŝŶŐ
ŶŐ ϭͬϭϯͬϮϬϮϱ >ŝĨĨĞǇ
ůĞĐƚƌŝĐ
dŚŝƌĚǀĞŶƵĞĂŶĚ^ŽƵƚŚ
EŽƌĨŽůŬ^ƚƌĞĞƚ/ŶƚĞƌƐĞĐƚŝŽŶ
DŽĚŝĨŝĐĂƚŝŽŶWƌŽũĞĐƚ
Ψϭ͕ϯϯϬ͕ϴϳϬ ΨϮϬϬ͕ϬϬϬ ϭϱ͘Ϭϯй Ψ ϴ͕ϬϮϭ ΨϮϰ͕ϭϬϰ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨϯϮ͕ϭϮϱ ϭϲ й Ψϭϲϳ͕ϴϳϱ ϴϱй dƌĂŶƐƉŽƌƚĂƚŝŽŶ
WůĂŶŶŝŶŐ
ŶŐ ϴͬϭϵͬϮϬϮϰ ŽůƵŵďŝĂ
ůĞĐƚƌŝĐ͕
/ŶĐ͘
,ŝŐŚsŽůƚĂŐĞ^ƚƌĞĞƚůŝŐŚƚ
ŽŶǀĞƌƐŝŽŶ;WŚĂƐĞϱͿ ΨϮ͕ϬϱϬ͕ϯϮϱ Ψϯϭϱ͕ϬϬϬ ϭϱ͘ϯϲй Ψ ϱ͕ϵϭϯ ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψϱ ͕ϵϭϯ Ϯй ΨϯϬϵ͕Ϭϴϳ ϵϬй dƌĂŶƐƉŽƌƚĂƚŝŽŶ
WůĂŶŶŝŶŐ
ŶŐ ϰͬϭͬϮϬϮϰ
/ŶŶŽǀĂƚŝǀĞĂƚĂ
ĐƋƵŝƐŝƚŝŽŶƐ͕>>
ĚďĂ/yĂƚĂ
^ŽůƵƚŝŽŶƐ
KŶͲĂůůdƌĂĨĨŝĐ
ŶŐŝŶĞĞƌŝŶŐ
ĂƚĂŽůůĞĐƚŝŽŶ^ĞƌǀŝĐĞƐ ΨϱϭϬ͕ϬϬϬ ΨϯϬ͕ϬϬϬ ϱ͘ϴϴй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϯϬ͕ϬϬϬ ϲϬй dƌĂŶƐƉŽƌƚĂƚŝŽŶ
WůĂŶŶŝŶŐ
ŶŐ ϭϮͬϰͬϮϬϮϯ
^ĂŶĚŝƐŝǀŝů

ŶŐŝŶĞĞƌƐ
^ƵƌǀĞǇŽƌƐWůĂŶŶĞƌƐ
ĞůĂǁĂƌĞ^ƚƌĞĞƚ^ĂĨĞZŽƵƚĞƐ
ƚŽ^ĐŚŽŽůŽƌƌŝĚŽƌŝĐǇĐůĞ
/ŵƉƌŽǀĞŵĞŶƚƐ
ΨϮϵϬ͕ϵϴϬ ΨϮϵ͕ϭϬϬ ϭϬ͘ϬϬй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϮϵ͕ϭϬϬ ϵϬй dƌĂŶƐƉŽƌƚĂƚŝŽŶ
WůĂŶŶŝŶŐ
ŶŐ ϵͬϭϵͬϮϬϮϮ &ĞŚƌΘWĞĞƌƐ ^ĂŶDĂƚĞŽŽŵƉůĞƚĞ^ƚƌĞĞƚƐ
WůĂŶ Ψϰϴϵ͕ϵϳϱ ΨϲϬ͕ϬϬϬ ϭϮ͘Ϯϱй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϲϬ͕ϬϬϬ ϳϬй dƌĂŶƐƉŽƌƚĂƚŝŽŶ
WůĂŶŶŝŶŐ
ŶŐ ϵͬϭͬϮϬϮϮ ĞůůĞĐĐŝΘ
ƐƐŽĐŝĂƚĞƐ͕/ŶĐ͘
,ŝůůƐĚĂůĞĂůƚƌĂŝŶ^ƚĂƚŝŽŶ
ŝĐǇĐůĞĐĐĞƐƐ'ĂƉůŽƐƵƌĞ
WƌŽũĞĐƚʹŵĞŶĚŵĞŶƚ
Ϯϰϲ͕ϵϰϴΨ Ψϵϴ͕Ϯϱϱ ϯϵ͘ϳϵй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨͲ Ϭй Ψϵϴ͕Ϯϱϱ ϳϬй ttdW ϲͬϭϲͬϮϬϮϱ ^E&WŽůǇĚǇŶĞ ^ƵƉƉůǇŽĨ>ŝƋƵŝĚ
ŵƵůƐŝŽŶ
WŽůǇŵĞƌ Ψϱϰϴ͕ϵϳϰ Ψϱϰ͕ϵϬϬ ϭϬ͘ϬϬй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй Ψϱϰ͕ϵϬϬ ttdW ϭϭͬϭϴͬϮϬϮϰ ƌŽǁŶĂŶĚ
ĂůĚǁĞůů
ttdWŝŽŐĂƐĂŶĚŝŽƐŽůŝĚƐ

ǀĂůƵĂƚŝŽŶ Ψϭ͕Ϯϰϵ͕ϭϴϬ ΨϰϮϲ͕ϬϬϬ ϯϰ͘ϭϬй Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϰϮϲ͕ϬϬϬ ttdW ϮͬϱͬϮϬϮϰ KŶĞtŽƌŬƉůĂĐĞ
tĂƐƚĞǁĂƚĞƌdƌĞĂƚŵĞŶƚWůĂŶƚ
&ƵƌŶŝƐŚŝŶŐ^ĞƌǀŝĐĞƐĨŽƌEĞǁ
ĚŵŝŶŝƐƚƌĂƚŝŽŶƵŝůĚŝŶŐ
ΨϰϬϬ͕Ϯϵϴ ΨϰϬ͕ϬϬϬ ϵ͘ϵϵй ΨϭϮ͕ϱϴϵ Ψϰ͕ϭϬϭ Ψ ϯϬϯ ΨͲ Ψ Ͳ ΨͲ Ψϭϲ͕ϵϵϯ ϰϮй ΨϮϯ͕ϬϬϳ ϵϵй ttdW ϭϭͬϲͬϮϬϮϯ
ŶƚĞƌƉƌŝƐĞ
ƵƚŽŵĂƚŝŽŶ
tĂƐƚĞǁĂƚĞƌ^ǇƐƚĞŵ
^ƵƉĞƌǀŝƐŽƌǇŽŶƚƌŽůĂŶĚĂƚĂ
ĐƋƵŝƐŝƚŝŽŶ^ǇƐƚĞŵDĞƌŐĞƌ
WƌŽũĞĐƚ
Ψϰϳϱ͕ϲϳϵ ΨϯϬ͕ϬϬϬ ϲ͘ϯϭй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϯϬ͕ϬϬϬ ttdW ϳͬϭϳͬϮϬϮϯ dDWƌŽƐ
DĂŶĂŐĞŵĞŶƚ͕DŽŶŝƚŽƌŝŶŐ͕
ZĞƉĂŝƌŝŶŐ͕ΘƉĂƚĐŚŝŶŐƚŚĞ
^ƐǇƐƚĞŵ
Ψϰϴϱ͕ϰϬϴ ΨϮϬ͕ϬϬϬ ϰ͘ϭϮй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϮϬ͕ϬϬϬ

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ĞƉĂƌƚŵĞŶƚͬŝǀŝƐŝŽŶ ĂƚĞƉƉƌŽǀĞĚǇ
ŝƚǇŽƵŶĐŝů
ŽŶƚƌĂĐƚŽƌͬ
sĞŶĚŽƌ ĞƐĐƌŝƉƚŝŽŶ
ƵƌƌĞŶƚŽŶƚƌĂĐƚ
ŵŽƵŶƚƉƉƌŽǀĞĚ
ďǇŽƵŶĐŝů
ŽŶƚŝŶŐĞŶĐǇ
ƵĚŐĞƚ
йŽĨdŽƚĂů
ŵŽƵŶƚ
ƉƉƌŽǀĞĚ
ϭƐƚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϮŶĚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϯƌĚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϰƚŚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϱƚŚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϲΘďŽǀĞK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
dŽƚĂůŽŶƚŝŶŐĞŶĐǇ
ƵƐĞĚ
йŽĨ
ŽŶƚŝŶŐĞŶĐǇ
hƐĞĚ
ZĞŵĂŝŶŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ƉƉƌŽǆŝŵĂƚĞWƌŽũĞĐƚ
ŽŵƉůĞƚŝŽŶй;WDƚŽ
ŽŵƉůĞƚĞͿ
ĂŶĚEŽƚĞƐ
ttdW ϲͬϮϬͬϮϬϮϮ ^ǇŶĂŐƌŽͲttd͕/ŶĐ͘ tĂƐƚĞǁĂƚĞƌdƌĞĂƚŵĞŶƚWůĂŶƚ ŝŽƐŽůŝĚƐ,ĂƵůŝŶŐĂŶĚŝƐƉŽƐĂů ΨϮ͕ϳϵϰ͕ϮϱϬ ΨϭϬϬ͕ϬϬϬ ϯ͘ϱϴй Ψ ϭϬϬ͕ϬϬϬ ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨͲ ΨϭϬϬ͕ϬϬϬ ϭ ϬϬй ΨϬ ϱϯй ttdW ϲͬϭϲͬϮϬϮϱ
ŽŵƉĂĐƚŽƌ
DĂŶĂŐĞŵĞŶƚ
ŽŵƉĂŶǇ͕>>
'ƌŝƚ͕ZĂŐ͕^ĐƵŵ͕,ĂƵůŝŶŐĂŶĚ
ŝƐƉŽƐĂů ΨϭϲϬ͕ϯϬϬ ΨϰϬ͕ϬϬϬ Ϯϰ͘ϵϱй ΨͲ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ψ Ͳ Ϭй ΨϰϬ͕ϬϬϬ ttdW ϲͬϭϲͬϮϬϮϱ ǁĂƚĞƌdĂůĞŶƚ ^ƚĂĨĨƵŐŵĞŶƚĂƚŝŽŶ^ĞƌǀŝĐĞƐ Ψ ϲϵϵ͕ϬϬϬ ΨϭϬϬ͕ϬϬϬ ϭϰ͘ϯϭй Ψ Ͳ Ψ Ͳ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ Ϭй ΨϭϬϬ͕ϬϬϬ ΨϳϮϴ͕ϰϬϮ͕ϳϴϰ͘ϯϱ ΨϭϮϯ͕ϱϰϬ͕ϲϬϭ͘ϲϯ ϭϲ͘ϵϲй Ψϲϭ͕ϱϱϰ͕ϱϲϯ͘ϲϲ ϱϬй Ψϲϭ͕ϵϬϬ͕Ϭϯϴ

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ĞƉĂƌƚŵĞŶƚͬŝǀŝƐŝŽŶ
ĂƚĞ
ƉƉƌŽǀĞĚďǇ
ŝƚǇŽƵŶĐŝů
ŽŶƚƌĂĐƚŽƌͬsĞŶĚŽƌ ĞƐĐƌŝƉƚŝŽŶ ŵŽƵŶƚƉƉƌŽǀĞĚďǇ
ŽƵŶĐŝů
ŽŶƚŝŶŐĞŶĐǇ
ƵĚŐĞƚ
йŽĨdŽƚĂů
ŵŽƵŶƚ
ƉƉƌŽǀĞĚ
ϭƐƚK
ŝŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϮŶĚK
ŝŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϯƌĚK
ŝŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϰƚŚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϱƚŚK
/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞŶĐǇ
ϲƚŚΘďŽǀĞƌ
K/ŵƉĂĐƚŝŶŐ
ŽŶƚŝŶŐĞĐǇ
dŽƚĂů
ŽŶƚŝŶŐĞŶĐǇ
ƵƐĞĚ
йŽĨ
ŽŶƚŝŶŐĞŶĐǇ
hƐĞĚ
hŶƵƐĞĚ
ŽŶƚŝŶŐĞŶĐǇ
/W
ŶŐ ϴͬϭϵͬϮϬϮϰ t͘Z͘&ŽƌĚĞ
ƐƐŽĐŝĂƚĞƐ͕/ŶĐ͘ ϭϬϬϭ,ĂĚĚŽŶƌWŽŶĚŝŶŐZĞƉĂŝƌ Ψϭϲϯ͕ϰϭ ϱ ΨϮϰ͕ϱϬϬ ϭϰ͘ϵϵй Ψϭϳ͕ϴϳϳ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ψ ϭϳ͕ϴϳϳ ϳϯй Ψϲ͕ϲϮϯ /W
ŶŐ ϲͬϯͬϮϬϮϰ t͘Z͘&ŽƌĚĞ
ƐƐŽĐŝĂƚĞƐ͕/ŶĐ͘
^ƚƌĞĞƚWĞĚĞƐƚƌŝĂŶDĂůů
/ŵƉƌŽǀĞŵĞŶƚƐ Ψϱϯϰ͕ϴϲϲ ΨϴϬ͕ϮϯϬ ϭϱ͘Ϭ Ϭй Ψϲϳ͕ϬϬϰ͘ϰϰ ΨϮ͕ϵϱϭ͘ϯϱ ΨͲ ΨͲ ΨͲ Ψ Ͳ Ψϲϵ͕ϵϱϲ ϴϳй ΨϭϬ͕Ϯϳϰ /W
ŶŐ ϱͬϲͬϮϬϮϰ 'ŽůĚĞŶĂǇ
ŽŶƐƚƌƵĐƚŝŽŶ
ŽǁŶƚŽǁŶWĂƌŬŝŶŐ'ĂƌĂŐĞ^ĂĨĞƚǇ
WƌŽũĞĐƚ ΨϯϴϬ͕ϰϯϵ Ψϳϲ͕ϬϬϬ ϭϵ͘ϵ ϴй Ψϰ͕ϴϯϮ͘ϬϬ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ Ψϰ͕ϴϯϮ ϲй Ψϳϭ͕ϭϲϴ /W
ŶŐ ϭϮͬϰͬϮϬϮϯ ^ƚ͘&ƌĂŶĐŝƐ
ůĞĐƚƌŝĐ͕
>> ĞƌŵƵĚĂƌŝǀĞhƚŝůŝƚǇZĞůŽĐĂƚŝŽŶ Ψϭϲ ϳ͕ϭϬϱ ΨϮϱ͕ϬϬϬ ϭϰ͘ϵϲй Ψϲ͕ϭϭϱ Ψ ϭ͕ϲϲϮ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ψ ϳ͕ϳϳϳ ϯϭй Ψϭϳ͕ϮϮϯ /W
ŶŐ ϰͬϯͬϮϬϮϯ
ZĞĚŐǁŝŬ
ŽŶƐƚƌƵĐƚŝŽŶ
ŽŵƉĂŶǇ
ϰƚŚĂŶĚϱƚŚZĂŝůƌŽĂĚ'ƌĂĚĞ
ƌŽƐƐŝŶŐƐWƌŽũĞĐƚƐ Ψϲϳϭ͕ϬϲϮ Ψϲϰ͕ϬϬϬ ϵ͘ϱϰ й Ψϭϲ͕Ϭϲϰ Ψϭϳ͕ϭϱϬ Ψϭϳ͕ϴϴϬ ΨͲ ΨͲ Ψ Ͳ Ψϱϭ͕Ϭϵϰ ϴϬй ΨϭϮ͕ϵϬϲ /W
ŶŐ ϮͬϮϭͬϮϬϮϯ '^tŽŶƐƚƌƵĐƚŝŽŶ͕
/ŶĐ
WŽƉůĂƌĂƚ'ŽůĨŽƵƌƐĞdƌĂƐŚĂƉƚƵƌĞ
WƌŽũĞĐƚ Ψϱϳϭ͕ϳϴϴ ΨϱϮ͕ϬϬϬ ϵ͘Ϭϵ й Ψϱϭ͕ϴϱϬ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ Ψϱϭ͕ϴϱϬ ϭϬϬй ΨϭϱϬ /W
ŶŐ ϭͬϭϳͬϮϬϮϯ
WƌĞĐŝƐŝŽŶ
ŵƉƌŝƐĞ͕
>>ĚďĂWƌĞĐŝƐŝŽŶ
ŽŶĐƌĞƚĞƵƚƚŝŶŐ
ϮϬϮϮͲϮϯŽŵŵƵŶŝƚǇĞǀĞůŽƉŵĞŶƚ
ůŽĐŬ'ƌĂŶƚWƌŽũĞĐƚ ϯϯϰ͕ϭϳϮΨ Ψϯϱ͕ϬϬϬ ϭϬ͘ϰϳй ΨϮϱ͕ϳϮϳ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨͲ Ψ Ϯϱ͕ϳϮϳ ϳϰй Ψϵ͕Ϯϳϯ /W
ŶŐ ϵͬϲͬϮϬϮϮ 'ŚŝƌĂƌĚĞůůŝ
ƐƐŽĐŝĂƚĞƐ͕/ŶĐ͘
ŝƚǇǁŝĚĞ^ƚƌĞĞƚ^ůƵƌƌǇ^ĞĂůWĂĐŬĂŐĞ
ϮͲWƌŽũĞĐƚͲŽŶƐƚƌƵĐƚŝŽŶ ΨϮϳϴ͕ϮϬϬ ΨϮϵ͕ϬϬϬ ϭϬ͘ϰ Ϯй ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй ΨϮϵ͕ϬϬϬ /W
ŶŐ ϵͬϲͬϮϬϮϮ ŵĞƌŝĐĂŶƐƉŚĂůƚ
ZĞƉĂŝƌΘZĞƐƵƌĨĂĐŝŶŐ
ŝƚǇǁŝĚĞ^ƚƌĞĞƚ^ůƵƌƌǇ^ĞĂůWĂĐŬĂŐĞ
ϮͲWƌŽũĞĐƚ ΨϮ͕ϴϳϰ͕ϯϳϰ Ψϰϯϭ͕ϬϬϬ ϭϰ͘ϵϵй ΨϮϬ͕ϱϴϱ ΨϮϮ͕ϲϳϱ Ψ Ͳ ΨͲ ΨͲ Ψ Ͳ Ψϰϯ͕ϮϲϬ ϭϬй Ψϯϴϳ͕ϳϰϬ /W
ŶŐ ϳͬϭϴͬϮϬϮϮ dĞŝĐŚĞƌƚŽŶƐƚƌƵĐƚŝŽŶ ŝƚǇǁŝĚĞ^ƚƌĞĞƚZĞĐŽŶƐƚƌƵĐƚŝŽŶ WŚĂƐĞϯ Ψϰ͕ϮϮϵ͕ϲϲϳ Ψϭ͕Ϯϵϴ͕ϬϬϬ ϯϬ͘ϲϵй Ψ ϭ͕ϱϯϵ Ψϵ͕ϲϱϴ Ψϱϭ͕ϴϴϲ Ψϳ͕Ϭϰϴ Ψϳϲ͕ϴϲϲ Ψϭ͕ϬϬϭ͕ϴϯϯ Ψ ϭ͕ϭϰϴ͕ϴϯϬ ϴϵй Ψϭϰϵ͕ϭϳϬ /W
ŶŐ ϳͬϭϴͬϮϬϮϮ '͘ŽƌƚŽůŽƚƚŽΘ
ŽŵƉĂŶǇ͕/ŶĐ͘
ŝƚǇǁŝĚĞ^ƚƌĞĞƚZĞŚĂďŝůŝƚĂƚŝŽŶ
WĂĐŬĂŐĞϯͲ;WŚĂƐĞϮͿ Ψϭ͕ϳϱϱ͕ϯϰϬ Ψϭϳϲ͕ϬϬϬ ϭϬ͘Ϭϯй Ψϭϵ͕ϰϬϱ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ Ψϭϵ͕ϰϬϱ ϭϭй Ψϭϱϲ͕ϱϵϱ /W
ŶŐ ϲͬϮϬͬϮϬϮϮ '͘ŽƌƚŽůŽƚƚŽΘ
ŽŵƉĂŶǇ͕/ŶĐ͘
ŝƚǇǁŝĚĞ^ƚƌĞĞƚZĞŚĂďŝůŝƚĂƚŝŽŶ
WĂĐŬĂŐĞϯͲ;WŚĂƐĞϭͿ ΨϮ͕ϭϲϲ͕ϮϬϳ ΨϮϭϳ͕ϬϬϬ ϭϬ͘ϬϮй ΨϮϱ͕ϰϬϬ Ψϰ͕ϬϬϬ Ψϱ͕ϳϬϬ ΨͲ ΨͲ ΨͲ Ψϯϱ͕ϭϬϬ ϭϲй Ψϭϴϭ͕ϵϬϬ /W
ŶŐ ϲͬϲͬϮϬϮϮ ,Z
ŶŐŝŶĞĞƌŝŶŐ͕
/ŶĐͬ͘tƌĞĐŽ
ŝƚǇǁŝĚĞ^ƚƌĞĞƚZĞŚĂďŝůŝƚĂƚŝŽŶ
WŚĂƐĞϰͲ ΨϯϱϬ͕ϬϬϬ Ψϯϱ͕ϬϬϬ ϭϬ͘Ϭ Ϭй ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй Ψϯϱ͕ϬϬϬ /W
ŶŐ ϮͬϳͬϮϬϮϮ :͘s͘>ƵĐĂƐWĂǀŝŶŐ͕/ŶĐ͘ ŝƚǇǁŝĚĞ^ƚƌĞĞƚZĞŚĂďŝůŝĂƚŝŽŶ WĂĐŬĂŐĞϮͲ Ψϵϳϲ͕ϰϭϱ Ψϵϴ͕ϬϬϬ ϭϬ͘Ϭ ϰй Ψϭϱ͕ϲϰϰ Ψ;ϮϱϳͿ ΨϮϴ͕ϱ ϯϯ ΨϮϭ͕ϳϭϮ Ψϲ͕ϱϬϰ Ψ Ͳ ΨϳϮ͕ϯϵϯ ϳϰй ΨϮϱ͕ϲϬϳ /W
ŶŐ ϭϮͬϲͬϮϬϮϭ ůƚĂ'ƌŽƵƉ͕/ŶĐ͘ DĂŝŶ^ƚƌĞĞƚ'ĂƌĂŐĞZĞƉĂŝƌƐ Ψ ϭϮϯ͕ϵϴϯ ΨϮϱ͕ϬϬϬ ϮϬ͘ϭϲй Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй ΨϮϱ͕ϬϬϬ /W
ŶŐ ϭϬͬϰͬϮϬϮϭ DĐ'ƵŝƌĞĂŶĚ,ĞƐƚĞƌ ϮϬϮϬͲϮϭŽŵŵƵŶŝƚǇĞǀĞůŽƉŵĞŶƚ ůŽĐŬ'ƌĂŶƚWƌŽũĞĐƚ Ψϭ͕ϲϲϴ͕Ϯϳϭ ΨϭϳϬ͕ϬϬϬ ϭϬ͘ϭϵй Ψϰϭ͕ϮϰϮ Ψϱ͕Ϭϰϵ ΨϮ͕ϲϴϳ Ψϯϭ͕ϬϬϯ ΨϮϵ͕ϯϲϰ ΨͲ ΨϭϬϵ͕ϯϰϲ ϲϰй ΨϲϬ͕ϲϱϰ /W
ŶŐ ϵͬϮϬͬϮϬϮϭ
ƐƋƵŝǀĞů'ƌĂĚŝŶŐΘ
WĂǀŝŶŐ͕/ŶĐ
ŝƚǇǁŝĚĞ^ƚƌĞĞƚZĞĐŽŶƐƚƌƵĐƚŝŽŶ
WŚĂƐĞϮ Ψϭ͕Ϭϭϴ͕ϬϬϯ ΨϭϬϮ͕ϬϬϬ ϭϬ͘ϬϮй ΨϵϬϮ ΨϳϬ͕Ϭϲϰ Ψ Ͳ ΨͲ ΨͲ Ψ Ͳ ΨϳϬ͕ϵϲϲ ϳϬй Ψϯϭ͕Ϭϯϰ /W
ŶŐ ϵͬϮϬͬϮϬϮϭ tŝůƐĞǇ,Ăŵ ŝƚǇǁŝĚĞ^ƚƌĞĞƚZĞĐŽŶƐƚƌƵĐƚŝŽŶ WŚĂƐĞϯ ΨϰϬϯ͕ϬϬϬ Ψϰϭ͕ϬϬϬ ϭϬ͘ϭ ϳй ΨϮϰ͕ϵϴϬ Ψϵ͕ϰϴϱ Ψϲ͕ϰ Ϭϵ ΨͲ ΨͲ Ψ Ͳ ΨϰϬ͕ϴϳϰ ϭϬϬй ΨϭϮϲ /W
ŶŐ ϴͬϭϲͬϮϬϮϭ ŶĚƌĞŝŶŝƌŽƚŚĞƌƐ
/ŶĐ͘
ŝƚǇǁŝĚĞ^ƚƌĞĞƚZĞŚĂďŝůŝƚĂƚŝŽŶ
WĂĐŬĂŐĞϭͲWƌŽũĞĐƚ;WŚĂƐĞϮͿ ΨϮ͕ϭϭϵ͕ϱϱϱ ΨϭϵϬ͕ϬϬϬ ϴ͘ϵϲй Ψ ϯϲ͕ϳϱϰ Ψϲϭ͕ϰϭϳ Ψϴ͕ϵϯϱ Ψ ϭϱ͕ϳϮϮ Ψϵ͕ϯϱϱ ΨϮϬ͕ϯϬϮ Ψ ϭϱϮ͕ϰϴϲ ϴϬй Ψϯϳ͕ϱϭϰ /W
ŶŐ ϴͬϲͬϮϬϮϭ tŝůƐĞǇ,Ăŵ WƌŽĨĞƐƐŝŽŶĂůĞƐŝŐŶ^ĞƌǀŝĐĞƐĨŽƌ ^ƚƌĞĞƚZĞĐŽŶƐƚƌƵĐƚŝŽŶWŚĂƐĞϭ Ψϲϭϳ͕ϭϲϯ ΨϱϬ͕ϬϬϬ ϴ͘ϭϬ й ΨϯϮ͕ϭϯϭ Ψϭϳ͕ϴϲϵ Ψ Ͳ ΨͲ ΨͲ Ψ Ͳ ΨϱϬ͕ϬϬϬ ϭϬϬй ΨͲ /W
ŶŐ ϳͬϭϵͬϮϬϮϭ tZ
K ŝƚǇǁŝĚĞ^ƚƌĞĞƚZĞŚĂďŝůŝƚĂƚŝŽŶ
WĂĐŬĂŐĞϯ ΨϯϭϬ͕ϬϬϬ Ψϯϭ͕ϬϬϬ ϭϬ͘Ϭ Ϭй ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй Ψϯϭ͕ϬϬϬ /W
ŶŐ ϱͬϭϳͬϮϬϮϭ DĐ<ŝŵŽƌƉŽƌĂƚŝŽŶ >ĂƵƌŝĞDĞĂĚŽǁƐWĞĚĞƐƚƌŝĂŶĂŶĚ ŝĐǇĐůĞ^ĂĨĞƚǇ/ŵƉƌŽǀĞŵĞŶƚWƌŽũĞĐƚ Ψϰϲϱ͕ϲϰϴ Ψϰϲ͕ϬϬϬ ϵ͘ϴϴ й ΨϮϭ͕ϯϲϳ Ψϭϭ͕ϯϰϵ Ψ Ͳ ΨͲ ΨͲ Ψ Ͳ ΨϯϮ͕ϳϭϲ ϳϭй Ψϭϯ͕Ϯϴϰ /W
ŶŐ ϰͬϭϵͬϮϬϮϭ /ŶƚĞƌƐƚĂƚĞ'ƌĂĚŝŶŐΘ
WĂǀŝŶŐ
ŝƚǇǁŝĚĞ^ƚƌĞĞƚZĞĐŽŶƐƚƌƵĐƚŝŽŶ
WŚĂƐĞϭ Ψϰ͕ϰϱϳ͕ϱϯϯ ΨϯϳϬ͕ϬϬϬ ϴ͘ϯϬй Ψ ϱϵ͕ϱϭϳ ΨϮ͕Ϯϰϵ Ψϭ͕ϵϬϬ Ψϰϭ͕ϵϱϬ Ψ;ϰ͕ϯϯϳͿ Ψϰϲ͕ϴϵϯ Ψ ϭϱϮ͕ϱϬϵ ϰϭй ΨϮϭϳ͕ϰϵϭ /W
ŶŐ ϰͬϭϵͬϮϬϮϭ /ŶƚĞƌƐƚĂƚĞ'ƌĂĚŝŶŐΘ
WĂǀŝŶŐ
ŝƚǇǁŝĚĞ^ƚƌĞĞƚZĞŚĂďŝůŝƚĂƚŝŽŶ
WĂĐŬĂŐĞϭͲWƌŽũĞĐƚWŚĂƐĞϭ Ψϵϲϴ͕ϳϱϳ ΨϭϬϬ͕ϬϬϬ ϭϬ͘ϯϮй Ψϳ͕Ϯϰϭ Ψϯ͕ϯϮϬ Ψϵ͕Ϯ ϲϯ Ψ;ϳϰ͕ϱϬϰͿ ΨͲ Ψ Ͳ Ψϭϵ͕ϴϮϰ ϮϬй ΨϴϬ͕ϭϳϲ /W
ŶŐ ϵͬϮϭͬϮϬϮϬ tZ
K͕/ŶĐ͘ ^ƚƌĞĞƚZĞŚĂďŝůŝƚĂƚŝŽŶWĂĐŬĂŐĞϭͲ Ψ ϯϭϭ͕ϴϲϬ ΨϵϬ͕ϬϬϬ Ϯϴ͘ϴϲй ΨϮϳ͕ϵϲϴ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨϮϳ͕ϵϲϴ ϯϭй ΨϲϮ͕ϬϯϮ /W
ŶŐ ϵͬϴͬϮϬϮϬ DĐ<ŝŵŽƌƉŽƌĂƚŝŽŶ ŝƚǇǁŝĚĞ^ƚƌĞĞƚZĞŚĂďŝůŝƚĂƚŝŽŶ WĂĐŬĂŐĞϭͲ Ψϭ͕ϯϭϴ͕ϱϵϳ ΨϭϯϬ͕ϬϬϬ ϵ͘ϴϲй Ψ ϭ͕Ϯϲϱ ΨϭϮ͕ϮϭϬ Ψ;ϭϭϵ͕ϴϴϰͿ Ψ Ͳ ΨͲ Ψ Ͳ Ψϭϯ͕ϰϳϱ ϭϬй Ψϭϭϲ͕ϱϮϱ /W
ŶŐ ϲͬϭϱͬϮϬϮϬ s^^/ŶƚĞƌŶĂƚŝŽŶĂů ŝƚǇǁŝĚĞ^ůƵƌƌǇ^ĞĂůWĂĐŬĂŐĞϭ Ͳ Ψϭ͕ϬϲϬ͕Ϭϯϱ ΨϭϮϯ͕ϬϬϬ ϭϭ͘ϲϬ й Ψ ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ Ϭй ΨϭϮϯ͕ϬϬϬ /W
ŶŐ ϱͬϰͬϮϬϮϬ ŶĚĞƌƐŽŶWĂĐŝĨŝĐ

ŶŐŝŶĞĞƌŝŶŐ
EŽƌƚŚ^ŚŽƌĞǀŝĞǁ&ůŽŽĚ
/ŵƉƌŽǀĞŵĞŶƚƐͲŽŶƐƚƌƵĐƚŝŽŶ ΨϮϯ͕ϵϮϳ͕ϲϬϬ ΨϮ͕ϯϵϬ͕ϬϬϬ ϵ͘ϵϵй Ψ ϳϱ͕ϱϭϮ ΨϮϭϴ͕ϱϱϭ Ψϭϲ͕ϲϰϬ Ψ ϯϴ͕ϳϬϱ Ψϱϭϭ͕ϯϭϬ ΨϮϴϭ͕ϲϭϰ Ψϭ ͕ϭϰϮ͕ϯϯϮ ϰϴй Ψϭ͕Ϯϰϳ͕ϲϲϴ /W
ŶŐ ϭͬϮϭͬϮϬϮϬ DĐ<ŝŵŽƌƉŽƌĂƚŝŽŶ ϮϬϭϴͲϭϵŽŵŵƵŶŝƚǇĞǀĞůŽƉŵĞŶƚ 'ƌĂŶĚ^ƚƌĞĞƚZĞŚĂďWƌŽũĞĐƚ ΨϴϮϭ͕ϰϳϯ ΨϴϮ͕ϬϬϬ ϵ͘ϵϴ й ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭ й ΨϴϮ͕ϬϬϬ /W
ŶŐ ϭͬϲͬϮϬϮϬ Z<
ŶŐŝŶĞĞƌŝŶŐ͕/ŶĐ͘ E^ĂŶDĂƚĞŽƌ^ƵƐƚĂŝŶĂďůĞ^ƚƌĞĞƚ
WƌŽũĞĐƚ Ψϯ͕ϬϬϲ͕ϳϳϱ ΨϯϬϬ͕ϬϬϬ ϵ͘ϵϴй Ψ Ϯ͕ϯϰϲ Ψϲ͕ϮϲϬ Ψϭ͕Ϯϭϭ Ψϭϱ͕ϵϬϬ Ψ;ϵϰ͕ϵϲϳͿ ΨͲ ΨϮϱ͕ϳϭϲ ϵй ΨϮϳϰ͕Ϯϴϰ /W
ŶŐ ϭϭͬϭϴͬϮϬϭϵ tŝůƐĞǇ,Ăŵ ^ƚƌĞĞƚZĞĐŽŶƐƚƌƵĐƚŝŽŶWŚĂƐĞ//

ŶŐŝŶĞĞƌŝŶŐ^ĞƌǀŝĐĞƐ Ψϲϵϭ͕ϲϰϯ ΨϲϬ͕ϬϬϬ ϴ͘ϲϳ й ΨϮϮ͕ϱϳϬ ΨϮϳ͕ϰϱϬ Ψ Ͳ ΨͲ ΨͲ Ψ Ͳ ΨϱϬ͕ϬϮϬ ϴϯй Ψϵ͕ϵϴϬ /W
ŶŐ ϵͬϭϲͬϮϬϭϵ ŝƐĂďŝůŝƚǇĐĐĞƐƐ
ŽŶƐƵůƚĂŶƚƐ͕/ŶĐ͘
ŵĞƌŝĐĂŶƐǁŝƚŚŝƐĂďŝůŝƚŝĞƐĐƚ^ĞůĨͲ

ǀĂůƵĂƚŝŽŶΘdƌĂŶƐŝƚŝŽŶWůĂŶ Ψϯϳϳ͕ϴϮϱ ΨϮϲ͕ϬϬϬ ϲ͘ϴϴ й ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭ й ΨϮϲ͕ϬϬϬ KDW>
d
KEdZd^t/d,KEd/E'
Ez&hE^ĨƌŽŵϳͬϬϭͬϮϬϭϳƚŚƌŽƵŐŚϬϲͬϯϬͬϮϬϮϱ
dŚŝƐƐƵŵŵĂƌǇĚŽĞƐŶŽƚŝŶĐůƵĚĞƉƌŽũĞĐƚƐǁŝƚŚĐŽŶƚŝŶŐĞŶĐŝĞƐƵŶĚĞƌΨϮϱ͕ϬϬϬ͘EĞŐĂƚŝǀĞŽƌŶŽͲĐŽƐƚĐŚĂŶŐĞŽƌĚĞƌƐĚŽŶŽƚŝŵƉĂĐƚƚŚĞĐŽŶƚŝŶŐĞŶĐǇĨƵŶĚ͘

233 of 293

͘ϯϵƚŚǀĞŶƵĞ^ƚƌĞĞƚ
ZĞĐŽŶƐƚƌƵĐƚŝŽŶ Ψϲϵϭ͕ϴϲϲ ΨϳϬ͕ϬϬϬ ϭϬ͘ϭ Ϯй Ψϱϴ͕ϱϲϳ Ψϰ͕ϲϭϱ Ψϵ͕ϱ Ϯϭ ΨͲ ΨͲ Ψ Ͳ ΨϳϮ͕ϳϬϯ ϭϬϰй Ψ;Ϯ͕ϳϬϯͿ /W
ŶŐ ϮͬϮϬͬϮϬϭϴ >ŝĨĨĞǇ
ůĞĐƚƌŝĐ ŽǁŶƚŽǁŶdǁŝŶŬůĞ>ŝŐŚƚ
/ŶƐƚĂůůĂƚŝŽŶ ΨϱϮϱ͕ϵϴϭ Ψϯϵ͕ϭϬϬ ϳ͘ϰϯ й ΨϮϳ͕ϳϮϬ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨϮϳ͕ϳϮϬ ϳϭй Ψϭϭ͕ϯϴϬ /W
ŶŐ ϭͬϭϲͬϮϬϭϴ ::ZŽŶƐƚƌƵĐƚŝŽŶ ϮϬϭϳŽŵŵƵŶŝƚǇĞǀĞůŽƉŵĞŶƚ ůŽĐŬ'ƌĂŶƚ^ƚƌĞĞƚZĞŚĂď Ψϲϰϱ͕ϲϰϬ Ψϲϱ͕ϬϬϬ ϭϬ͘Ϭ ϳй Ψ;ϯ͕ϯϭϴͿ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨͲ Ϭй Ψϲϱ͕ϬϬϬ /W
ŶŐ ϭͬϭϲͬϮϬϭϴ s
ůĞĐƚƌŝĐ ĂǇƚŽdƌĂŶƐŝƚdƌĂŝůWŚĂƐĞ/ Ψ ϮϵϬ͕ϰϬϬ ΨϮϳ͕ϬϬϬ ϵ͘ϯϬй Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨͲ Ϭй ΨϮϳ͕ϬϬϬ /W
ŶŐ ϭϬͬϮͬϮϬϭϳ 'ŽůĚĞŶĂǇ
ŽŶƐƚƌƵĐƚŝŽŶ
ŝƚǇǁŝĚĞƌŽƐƐǁĂůŬ/ŵƉƌŽǀĞŵĞŶƚ
WƌŽũĞĐƚ Ψϯϵϵ͕ϰϭϭ ΨϰϬ͕ϬϬϬ ϭϬ͘Ϭ ϭй ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй ΨϰϬ͕ϬϬϬ /W
ŶŐ ϴͬϮϭͬϮϬϭϳ sĂůůĞǇ^ůƵƌƌǇ^ĞĂů
/ŶƚĞƌŶĂƚŝŽŶĂů ϮϬϭϲŝƚǇǁŝĚĞ^ůƵƌƌǇ^ĞĂů Ψϳϲϰ͕ϭϮϬ Ψ ϳϱ͕ϬϬϬ ϵ͘ϴϮй Ψ;ϳϳ͕ϱϭϯͿ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨͲ Ψ Ͳ Ϭй Ψϳϱ͕ϬϬϬ /W
ŶŐ ϴͬϮϭͬϮϬϭϳ /ŶƚĞƌƐƚĂƚĞ'ƌĂĚŝŶŐΘ
WĂǀŝŶŐ
ϯƌĚǀĞ^ƚƌĞĞƚZĞŚĂďŝůŝƚĂƚŝŽŶ Ψϭ͕Ϯϲϱ͕ϰϱϰ Ψϭϴϲ͕ϱϭϳ ϭϰ͘ϳϰй ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ Ϭй Ψϭϴϲ͕ϱϭϳ /W
ŶŐ ϴͬϮϭͬϮϬϭϳ /ŶƚĞƌƐƚĂƚĞ'ƌĂĚŝŶŐΘ
WĂǀŝŶŐ
ϮϬϭϲ^ƚƌĞĞƚZĞĐŽŶƐƚƌƵĐƚŝŽŶͲ
sĂƌŝŽƵƐ>ŽĐĂƚŝŽŶƐ Ψϭ͕ϵϴϴ͕Ϯϳϰ ΨϮϬϬ͕ϬϬϬ ϭϬ͘Ϭϲй ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй ΨϮϬϬ͕ϬϬϬ /W&ĂĐŝůŝƚŝĞƐ ϵͬϯͬϮϬϮϰ ŶŐĞůĞƐ
ŽŶƚƌĂĐƚŽƌ͕/ŶĐ
WŽůŝĐĞĞƉƚ͘WĂƌŬŝŶŐ^ƵƌĨĂĐĞ
/ŵƉƌŽǀĞŵĞŶƚƐ Ψϯϱϵ͕ϭϰϵ Ψϯϲ͕ϬϬϬ ϭϬ͘Ϭ Ϯй Ψϯϲ͕ϬϬϬ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ Ψϯϲ͕ϬϬϬ ϭϬϬй ΨͲ /W&ĂĐŝůŝƚŝĞƐ ϴͬϭϵͬϮϬϮϰ ŶŐĞůĞƐ
ŽŶƚƌĂĐƚŽƌ͕/ŶĐ WŽůŝĐĞĞƉƚ͘ZŽŽĨ/ŵƉƌŽǀĞŵĞŶƚƐ Ψϭ͕ϲϬϳ͕ϰ ϯϱ ΨϭϲϬ͕ϬϬϬ ϵ͘ϵϱй ΨϭϲϬ͕ϬϬϬ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨͲ Ψ ϭϲϬ͕ϬϬϬ ϭϬϬй ΨͲ /W&ĂĐŝůŝƚŝĞƐ ϳͬϭϱͬϮϬϮϰ ŶŐĞůĞƐ
ŽŶƚƌĂĐƚŽƌ͕/ŶĐ
ĞƌĞƐĨŽƌĚĐĐĞƐƐŝďůĞ
ŶƚƌǇ
ƉƌŽũĞĐƚ Ψϳϵϲ͕ϮϬϬ ΨϱϬ͕ϬϬϬ ϲ͘Ϯϴ й ΨϱϬ͕ϬϬϬ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨϱϬ͕ϬϬϬ ϭϬϬй ΨͲ /W&ĂĐŝůŝƚŝĞƐ ϳͬϭϱͬϮϬϮϰ ŶŐĞůĞƐ
ŽŶƚƌĂĐƚŽƌ͕/ŶĐ >ĂŬĞƐŚŽƌĞWĂƌŬZĞƐƚƌŽŽŵZĞŵŽĚĞů Ψϰϵϱ ͕ϯϯϮ Ψϳϱ͕ϬϬϬ ϭϱ͘ϭϰй Ψϳϱ͕ϬϬϬ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ψ ϳϱ͕ϬϬϬ ϭϬϬй ΨͲ tW ϭϭͬϮϬͬϮϬϮϯ ƵŬĞΖƐZŽŽƚŽŶƚƌŽů ϮϬϮϯ^ĂŶŝƚĂƌǇ^ĞǁĞƌZŽŽƚ&ŽĂŵŝŶŐ ;EŽƌƚŚĂƐŝŶͿ ΨϯϮϲ͕ϳϰϰ Ψϯϯ͕ϬϬϬ ϭϬ͘ϭ Ϭй Ψ;ϲ͕ϮϭϬͿ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй Ψϯϯ͕ϬϬϬ tW ϵͬϭϵͬϮϬϮϮ ƵŬĞ͛ƐZŽŽƚŽŶƚƌŽů͕
/ŶĐ͘
ϮϬϮϮͲϮϯ^ĂŶŝƚĂƌǇ^ĞǁĞƌZŽŽƚ
&ŽĂŵŝŶŐ;^ŽƵƚŚĂƐŝŶͿ Ψϱϭϳ͕ϱϴϯ ΨϱϮ͕ϬϬϬ ϭϬ͘Ϭ ϱй Ψ;ϰ͕ϵϲϭͿ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨͲ Ϭй ΨϱϮ͕ϬϬϬ tW ϲͬϲͬϮϬϮϮ tĞƐƚůĂŶĚ
ŽŶƚƌĂĐƚŽƌƐ
ĂƐŝŶΘsĂƌŝŽƵƐ>ŽĐĂƚŝŽŶƐ
^ĂŶŝƚĂƌǇ^ĞǁĞƌ/ŵƉƌŽǀĞŵĞŶƚƐ Ψϳ͕ϯϰϴ͕ϯϱϱ Ψϭ͕ϰϳϬ͕ϬϬϬ ϮϬ͘ϬϬй Ψ ϰϬ͕ϬϯϬ ΨϭϬϭ͕ϰϰϵ ΨϮϵ͕ϰϭϭ Ψ ϭϮϲ͕ϵϮϲ Ψϭϳ͕ϬϮϰ Ψϲϴϳ͕Ϯϭϳ Ψ ϭ͕ϬϬϮ͕Ϭϱϲ ϲϴй Ψϰϲϳ͕ϵϰϰ tW ϱͬϭϲͬϮϬϮϮ WŝƉĞĂŶĚWůĂŶƚ
^ŽůƵƚŝŽŶƐ
ϮϬϮϮŝƚǇǁŝĚĞ^ĂŶŝƚĂƌǇ^ĞǁĞƌ
ůĞĂŶŝŶŐĂŶĚ/ŶƐƉĞĐƚŝŽŶ>ĂƌŐĞ Ψϯϲϴ͕ϲϯϭ ΨϭϭϬ͕ϬϬϬ Ϯϵ͘ϴϰй Ψϳϯ͕ϲϬϬ ΨͲ ΨϭϬ ͕ϱϳϱ ΨͲ Ψ;ϰϰ͕ϲϰϬͿ Ψ Ͳ Ψϴϰ͕ϭϳϱ ϳϳй ΨϮϱ͕ϴϮϱ tW ϳͬϭϵͬϮϬϮϭ
W^͕/ŶĐ͘ĚďĂ
ǆƉƌĞƐƐ
WůƵŵďŝŶŐ
EĂƚƵƌĂů'ĂƐ>ŝŶĞZĞƉůĂĐĞŵĞŶƚĂŶĚ
/ŵƉƌŽǀĞŵĞŶƚƐ ΨϮϱϬ͕ϳϭϭ ΨϮϱ͕ϬϬϬ ϵ͘ϵϳ й ΨͲ ΨͲ Ψ ϳϱϬ ΨͲ Ψ Ͳ ΨͲ ΨϳϱϬ ϯй ΨϮϰ͕ϮϱϬ tW ϰͬϭϵͬϮϬϮϭ :DŽŶƐƚƌƵĐƚŝŽŶ WĂĐŝĨŝĐŽƵůĞǀĂƌĚ&ŽƌĐĞDĂŝŶ WƌŽũĞĐƚ Ψϭ͕ϴϰϮ͕ϲϱϬ ΨϮϴϯ͕ϬϬϬ ϭϱ͘ϯϲй Ψϭϰϱ͕ϱϭϭ ΨϭϮ͕ϭϭϰ ΨͲ ΨͲ ΨͲ Ψ Ͳ Ψϭϱϳ͕ϲϮϱ ϱϲй ΨϭϮϱ͕ϯϳϱ tW ϰͬϱͬϮϬϮϭ ƵŬĞ͛ƐZŽŽƚŽŶƚƌŽů͕
/ŶĐ͘
ϮϬϮϬͲϮϭ^ĂŶŝƚĂƌǇ^ĞǁĞƌZŽŽƚ
&ŽĂŵŝŶŐ;EŽƌƚŚĂƐŝŶͿ ΨϮϱϭ͕ϳϮϲ ΨϮϱ͕ϬϬϬ ϵ͘ϵϯ й Ψ;ϲ͕ϮϵϬͿ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨͲ Ϭй ΨϮϱ͕ϬϬϬ tW ϭϭͬϮͬϮϬϮϬ tŽŽĚĂƌĚΘƵƌƌĂŶ ĂƐŝŶϰŽůůĞĐƚŝŽŶ^ǇƐƚĞŵ /ŵƉƌŽǀĞŵĞŶƚƐWƌŽĨĞƐƐŝŽŶĂů ΨϮ͕Ϯϲϰ͕ϰϲϱ Ψϭϰϱ͕ϬϬϬ ϲ͘ϰϬй Ψ Ϯϳ͕ϲϰϯ Ψϰϯ͕ϮϮϰ Ψϰϵ͕ϮϬϳ Ψ ϭϳ͕ϴϳϵ ΨͲ Ψ Ͳ Ψϭϯϳ͕ϵϱϯ ϵϱй Ψϳ͕Ϭϰϳ tW ϵͬϴͬϮϬϮϬ
W^͕/ŶĐ͘ĚďĂ
ǆƉƌĞƐƐ
WůƵŵďŝŶŐ

ůĂŵŝŶŽZĞĂů^ĂŶŝƚĂƌǇ^ĞǁĞƌ
ZĞŚĂďŝůŝƚĂƚŝŽŶWƌŽũĞĐƚ Ψϭ͕ϳϵϱ͕ϯϮϴ ΨϮϬϬ͕ϬϬϬ ϭϭ͘ϭϰй Ψϰϱ͕Ϭϭϭ Ψϰϯ͕ϳϬϯ ΨϮϬ͕ϬϭϬ Ψ Ͳ ΨͲ Ψ Ͳ ΨϭϬϴ͕ϳϮϰ ϱϰй Ψϵϭ͕Ϯϳϲ tW ϱͬϰͬϮϬϮϬ ^ƵŶĚƚŽŶƐƚƌƵĐƚŝŽŶ͕
/ŶĐ͘
ttdWEƵƚƌŝĞŶƚZĞŵŽǀĂůĂŶĚtĞƚ
tĞĂƚŚĞƌDĂŶĂŐĞŵĞŶƚhƉŐƌĂĚĞ Ψϭϳ͕ϳϭϲ͕Ϭϰϵ Ψϭ͕ϲϰϱ͕ϬϬϬ ϵ͘Ϯϵй Ψ ϭϳϮ͕ϱϬϮ Ψϳϱ͕Ϯϭϲ ΨͲ ΨͲ ΨͲ Ψ Ͳ ΨϮϰϳ͕ϳϭϴ ϭϱй Ψϭ͕ϯϵϳ͕ϮϴϮ

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ŶŐŝŶĞĞƌŝŶŐ͕/ŶĐ͘
tWttdWhƉŐƌĂĚĞĂŶĚ

ǆƉĂŶƐŝŽŶĂŶĚh&
^WƌŽũĞĐƚƐ Ψϱϴϴ͕ϯϯϬ ΨϱϬ͕ϬϬϬ ϴ͘ϱϬ й ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭ й ΨϱϬ͕ϬϬϬ tW ϯͬϮͬϮϬϮϬ ^ĐŚĂĂĨΘtŚĞĞůĞƌ
ĂƐƚ^ĂŶDĂƚĞŽ^ĂŶŝƚĂƌǇ^ĞǁĞƌ>ŝĨƚ
^ƚĂƚŝŽŶZĞŚĂďŝůŝƚĂƚŝŽŶWƌŽũĞĐƚͲ Ψϭ͕ϭϵϬ͕ϳϲϬ ΨϯϬ͕ϬϬϬ Ϯ͘ϱϮй Ψϲ͕ϰϮϲ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ Ψϲ͕ϰϮϲ Ϯϭй ΨϮϯ͕ϱϳϰ tW ϭϬͬϮϭͬϮϬϭϵ ,ϮDͬ:ĂĐŽďƐ ůĞĂŶtĂƚĞƌWƌŽŐƌĂŵ;tWͿ WƌŽŐƌĂŵDĂŶĂŐĞŵĞŶƚ Ψϭϳ͕ϲϬϬ͕ϬϬϬ ΨϵϬϬ͕ϬϬϬ ϱ͘ϭϭй Ψ ϲϱ͕ϯϳϮ Ψϯϭ͕ϵϵϮ Ψϰϲ͕ϭϱϮ Ψ ϭϭ͕ϴϲϴ Ψϲ͕ϳϳϵ Ψϳϳ͕ϰϱϭ Ψ Ϯϯϵ͕ϲϭϰ Ϯϳй ΨϲϲϬ͕ϯϴϲ tW ϵͬϯͬϮϬϭϵ :DŽŶƐƚƌƵĐƚŝŽŶ
ĂƐƚ^ĂŶDĂƚĞŽ^ĂŶŝƚĂƌǇ^ĞǁĞƌ>ŝĨƚ
^ƚĂƚŝŽŶZĞŚĂďŝůŝƚĂƚŝŽŶͲ Ψϯ͕Ϯϴϲ͕ϰϬϰ ΨϯϱϬ͕ϬϬϬ ϭϬ͘ϲϱй Ψϭϲϭ͕ϲϮϱ Ψϯϴ͕ϰϰϰ Ψϰϭ͕ϱϯϰ Ψ Ͳ ΨͲ Ψ Ͳ ΨϮϰϭ͕ϲϬϯ ϲϵй ΨϭϬϴ͕ϯϵϳ tW ϴͬϭϵͬϮϬϭϵ WƌĞƐŝĚŝŽ^ǇƐƚĞŵƐ͕/ŶĐ͘ ĂƐŝŶ^ĂŶŝƚĂƌǇ^ĞǁĞƌůĞĂŶŝŶŐΘ sŝĚĞŽ/ŶƐƉĞĐƚŝŽŶ Ψϰϴϭ͕ϵϯϬ ΨϱϬ͕ϬϬϬ ϭϬ͘ϯ ϳй Ψϱ͕ϲϮϱ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ Ψϱ͕ϲϮϱ ϭϭй Ψϰϰ͕ϯϳϱ tW ϲͬϭϳͬϮϬϭϵ ϮZ
ŶŐŝŶĞĞƌŝŶŐ͕/ŶĐ ĂƐŝŶ^ĂŶŝƚĂƌǇ^ĞǁĞƌ
ZĞŚĂďŝůŝƚĂƚŝŽŶͲŽŶƐƚƌƵĐƚŝŽŶ Ψϯ͕Ϯϭϳ͕ϰϴϬ ΨϯϱϬ͕ϬϬϬ ϭϬ͘ϴϴй Ψϴϱ͕ϬϬϬ Ψϵ͕ϱϮϬ Ψϲϴ͕Ϯϱϰ Ψϭϰϰ͕ϰϬϬ ΨϮϮ͕ϱϬϬ Ψ;ϯϮϳ͕ϱϰϱͿ Ψ ϯϮϵ͕ϲϳϰ ϵϰй ΨϮϬ͕ϯϮϲ tW ϲͬϯͬϮϬϭϵ
ǆƉƌĞƐƐWůƵŵďŝŶŐ͕
/ŶĐ͘
ĂƐŝŶ^ĂŶŝƚĂƌǇ^ĞǁĞƌ
ZĞŚĂďŝůŝƚĂƚŝŽŶͲŽŶƐƚƌƵĐƚŝŽŶ Ψϯ͕ϴϱϯ͕ϭϳϮ ΨϰϬϬ͕ϬϬϬ ϭϬ͘ϯϴй ΨϵϮ͕ϭϯϮ Ψϭ͕ϴϬϬ Ψϳ͕ϵϬϬ ΨϰϬ͕ϵϰϴ Ψϱϰ͕ϳϱϬ ΨϭϬϴ͕ϵϳϳ Ψ ϯϬϲ͕ϱϬϳ ϳϳй Ψϵϯ͕ϰϵϯ tW ϱͬϲͬϮϬϭϵ ^ƵŶĚƚŽŶƐƚƌƵĐƚŝŽŶ͕
/ŶĐ͘
ttdWEƵƚƌŝĞŶƚZĞŵŽǀĂůĂŶĚtĞƚ
tĞĂƚŚĞƌDĂŶĂŐĞŵĞŶƚhƉŐƌĂĚĞ Ψϯϯ͕Ϭϵϴ͕ϭϳϴ Ψϭ͕ϳϮϱ͕ϬϬϬ ϱ͘Ϯϭй Ψ ϭϴ͕ϯϮϲ ΨϮϴϲ͕ϱϬϴ Ψ;ϭϬϱ͕ϳϰϴͿ Ψ ϲϲ͕ϳϱϭ Ψϲϯϭ͕ϰϱϮ Ψϳϴϴ͕Ϭϴϯ Ψϭ͕ϳ ϵϭ͕ϭϮϬ ϭϬϰй Ψ;ϲϲ͕ϭϮϬͿ tW ϱͬϲͬϮϬϭϵ ^ƵŶĚƚŽŶƐƚƌƵĐƚŝŽŶ͕
/ŶĐ͘
ttdWEƵƚƌŝĞŶƚZĞŵŽǀĂůĂŶĚtĞƚ
tĞĂƚŚĞƌ&ůŽǁDĂŶĂŐĞŵĞŶƚ ΨϮ͕ϱϯϱ͕Ϭϰϰ ΨϮϬϮ͕ϰϮϳ ϳ͘ϵϵй Ψ ϲϯ͕ϵϮϱ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ψ Ͳ Ψϲϯ͕ϵϮϱ ϯϮй Ψϭϯϴ͕ϱϬϮ tW ϵͬϭϳͬϮϬϭϴ ƌĂƚƵƐ͕/ŶĐ͘ ĂƐŝŶϭŽůůĞĐƚŝŽŶ^ǇƐƚĞŵ
/ŵƉƌŽǀĞŵĞŶƚƐŽŶƐƚƌƵĐƚŝŽŶ Ψϲ͕ϯϯϱ͕ϬϴϬ ΨϲϰϬ͕ϬϬϬ ϭϬ͘ϭϬй ΨϮ͕ϲϭϮ Ψϭ͕ϵϮϳ Ψϭϱ͕ϬϬϬ Ψ;ϰϭϭ͕ϴϱϬͿ ΨͲ Ψ Ͳ Ψϭϵ͕ϱϯϵ ϯй ΨϲϮϬ͕ϰϲϭ tW ϵͬϭϳͬϮϬϭϴ tŽŽĚĂƌĚΘƵƌƌĂŶ ĂƐŝŶϭŽůůĞĐƚŝŽŶ^ǇƐƚĞŵ /ŵƉƌŽǀĞŵĞŶƚƐĞƐŝŐŶ Ψϭ͕ϭϴϴ͕ϵϴϮ ΨϭϬϱ͕ϬϬϬ ϴ͘ϴϯй Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй ΨϭϬϱ͕ϬϬϬ tW ϰͬϭϲͬϮϬϭϴ sĂůĞŶƚŝŶĞ
ŽƌƉŽƌĂƚŝŽŶ ϰϮŶĚǀĞWƵŵƉ^ƚĂƚŝŽŶZĞŚĂƉ Ψϭ͕Ϯϴϯ͕ϯϲϵ ΨϭϯϬ͕ϬϬϬ ϭϬ͘ϭϯй Ψϵϴ͕ϳϯϴ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨͲ Ψ ϵϴ͕ϳϯϴ ϳϲй Ψϯϭ͕ϮϲϮ tW ϭϬͬϭϲͬϮϬϭϳ
ǆƉƌĞƐƐWůƵŵďŝŶŐ͕
/ŶĐ͘
ĂƐŝŶ^ĂŶŝƚĂƌǇ^ĞǁĞƌ
ZĞŚĂďŝůŝƚĂƚŝŽŶWƌŽũĞĐƚ Ψϭ͕ϯϳϳ͕ϱϱϯ ΨϭϮϲ͕ϲϬϬ ϵ͘ϭϵй Ψ ϳϴ͕ϮϬϬ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ψ Ͳ Ψϳϴ͕ϮϬϬ ϲϮй Ψϰϴ͕ϰϬϬ &ĂĐŝůŝƚŝĞƐ ϴͬϮϭͬϮϬϮϯ ŶŐĞůĞƐ
ŽŶƚƌĂĐƚŽƌ͕/ŶĐ
tĂƐŚŝŶŐƚŽŶWĂƌŬĂƐŬĞƚďĂůůŽƵƌƚ
/ŵƉƌŽǀĞŵĞŶƚƐʹŽŶƚƌĂĐƚ ΨϮϱϮ͕ϵϭϳ ΨϮϱ͕ϬϬϬ ϵ͘ϴϴ й ΨϮϱ͕ϬϬϬ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨϮϱ͕ϬϬϬ ϭϬϬй ΨͲ &ĂĐŝůŝƚŝĞƐ ϮͬϮϭͬϮϬϮϯ EĞǁƚŽŶ
ŽŶƐƚƌƵĐƚŝŽŶΘ
&ŝĞƐƚĂDĞĂĚŽǁƐWĂƌŬZĞƐƚƌŽŽŵ
ZĞŵŽĚĞů Ψϭϵϴ͕ϳϴϬ ΨϯϬ͕ϬϬϬ ϭϱ͘Ϭ ϵй ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй ΨϯϬ͕ϬϬϬ &ĂĐŝůŝƚŝĞƐ ϭͬϭϳͬϮϬϮϯ hƌďĂŶ
ůĞǀĂƚŽƌ
^ĞƌǀŝĐĞ͕>>
ϮŶĚĂŶĚ
ůĂŵŝŶŽWĂƌŬŝŶŐ'ĂƌĂŐĞ

ůĞǀĂƚŽƌDŽĚĞƌŶŝǌĂƚŝŽŶ Ψϯϳϱ͕ϯϵϬ Ψϱϲ͕ϬϬϬ ϭϰ͘ϵ Ϯй ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй Ψϱϲ͕ϬϬϬ &ĂĐŝůŝƚŝĞƐ ϵͬϭϵͬϮϬϮϮ EĞǁƚŽŶŽŶƐƚƌƵĐƚŝŽŶ
ΘDĂŶĂŐĞŵĞŶƚ͕/ŶĐ͘
<ŝŶŐZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ&ĂŵŝůǇ
ŚĂŶŐŝŶŐZŽŽŵŽŶƐƚƌƵĐƚŝŽŶ ΨϮϳϬ͕ϵϱϰ ΨϰϬ͕ϬϬϬ ϭϰ͘ϳ ϲй Ψϭϳ͕Ϭϵϯ Ψϭϳ͕ϯϬϲ Ψ Ͳ ΨͲ ΨͲ Ψ Ͳ Ψϯϰ͕ϯϵϵ ϴϲй Ψϱ͕ϲϬϭ &ĂĐŝůŝƚŝĞƐ ϰͬϭϵͬϮϬϮϭ EĞǁƚŽŶŽŶƐƚƌƵĐƚŝŽŶ
ĂŶĚDĂŶĂŐĞŵĞŶƚ͕
ĞŶƚƌĂůWĂƌŬdĞŶŶŝƐŽƵƌƚ'ĂƌĂŐĞ
ZĞƉĂŝƌ Ψϭ͕ϱϲϵ͕ϲϯϰ ΨϯϬ͕ϬϬϬ ϭ͘ϵϭй ΨϮϯ͕ϵϭϴ ΨϱϮϲ Ψ Ͳ ΨͲ ΨͲ Ψ Ͳ ΨϮϰ͕ϰϰϰ ϴϭй Ψϱ͕ϱϱϲ &ĂĐŝůŝƚŝĞƐ ϭϮͬϳͬϮϬϮϬ ŽŶƐŽůŝĚĂƚĞĚD &ŝƌĞ^ƚĂƚŝŽŶϮϱŽŶƐƚƌƵĐƚŝŽŶ DĂŶĂŐĞŵĞŶƚ ΨϴϱϮ͕ϲϳϮ Ψϭϭϵ͕ϬϬϬ ϭϯ͘ϵϲй ΨϮϵ͕ϬϬϬ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨϮϵ͕ϬϬϬ Ϯϰй ΨϵϬ͕ϬϬϬ &ĂĐŝůŝƚŝĞƐ ϭϭͬϭϲͬϮϬϮϬ hŶŝƐŽŶ^ŽůƵƚŝŽŶƐ hŶŝƐŽŶŝŽ'ĂƐŽŶĚŝƚŝŽŶŝŶŐ^ǇƐƚĞŵ ;ŝŽE'ϭϬϬͿŵĂŝŶƚĞŶĂŶĐĞ ΨϯϬϰ͕ϴϬϰ ΨϯϬ͕ϬϬϬ ϵ͘ϴϰ й ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭ й ΨϯϬ͕ϬϬϬ &ĂĐŝůŝƚŝĞƐ ϲͬϮϵͬϮϬϮϬ WƌŝĚĞ/ŶĚƵƐƚƌŝĞƐKŶĞ͕
/ŶĐ͘ ŝƚǇ,ĂůůZĞƐƚƌŽŽŵƐZĞŵŽĚĞů ΨϮϵϮ͕ϰϭϵ ΨϮϱ͕ϬϬϬ ϴ͘ϱϱй ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ψ Ͳ Ϭй ΨϮϱ͕ϬϬϬ &ĂĐŝůŝƚŝĞƐ ϭϬͬϮϭͬϮϬϭϵ ^ĂƵƐĂůŽƌƉŽƌĂƚŝŽŶ &ŝƌĞ^ƚĂƚŝŽŶϮϱ Ψ ϲ͕ϭϰϬ͕ϬϬϬ Ψϲϳϯ͕ϬϬϬ ϭϬ͘ϵϲй Ψ ϭϱ͕ϯϵϰ Ψϯ͕ϴϭϮ Ψϰ͕ϭϱϮ Ψ ϮϮ͕Ϭϳϭ Ψϱϭ͕ϵϲϮ Ψϲϱ͕ϰϰϯ Ψ ϭϲϮ͕ϴϯϱ Ϯϰй ΨϱϭϬ͕ϭϲϱ &ĂĐŝůŝƚŝĞƐ ϭϬͬϮϭͬϮϬϭϵ EĞǁƚŽŶŽŶƐƚƌƵĐƚŝŽŶ WŽůŝĐĞĞƉĂƌƚŵĞŶƚ^ƵďƐƚĂƚŝŽŶΘ ^ůĞĞƉŝŶŐYƵĂƌƚĞƌƐ Ψϱϯϰ͕ϯϬϱ Ψϱϰ͕ϬϬϬ ϭϬ͘ϭ ϭй Ψϯϯ͕Ϭϰϳ Ψϵ͕ϴϱϵ Ψϱ͕Ϯ Ϯϵ ΨͲ ΨͲ Ψ Ͳ Ψϰϴ͕ϭϯϱ ϴϵй Ψϱ͕ϴϲϱ &ĂĐŝůŝƚŝĞƐ ϰͬϭϱͬϮϬϭϵ
&^tĞƐƚ͕/ŶĐ͘ E'sĞŚŝĐůĞDĂŝŶƚĞŶĂŶĐĞ&ĂĐŝůŝƚǇ
ĞƐŝŐŶͬƵŝůĚ ΨϮϳϳ͕ϭϴϯ ΨϮϱ͕ϬϬϬ ϵ͘ϬϮ й Ψϭ͕ϴϲϲ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ Ψϭ͕ϴϲϲ ϳй ΨϮϯ͕ϭϯϰ &ĂĐŝůŝƚŝĞƐ ϴͬϮϬͬϮϬϭϴ W'Θ
^ƵƐƚĂŝŶĂďůĞ^ŽůƵƚŝŽŶƐdƵƌŶŬĞǇ
WƌŽŐƌĂŵ Ψϯ͕ϮϬϮ͕ϵϰϴ Ψϭϵϳ͕ϬϱϮ ϲ͘ϭϱй Ψ ϱϵ͕ϭϲϮ ΨϮϱ͕Ϯϲϰ ΨͲ ΨͲ ΨͲ Ψ Ͳ Ψϴϰ͕ϰϮϲ ϰϯй ΨϭϭϮ͕ϲϮϲ &ĂĐŝůŝƚŝĞƐ ϴͬϮϬͬϮϬϭϴ ůƚĂ
ŶŐŝŶĞĞƌŝŶŐ
'ƌŽƵƉ DĂŝŶ^ƚƌĞĞƚ'ĂƌĂŐĞZĞƉĂŝƌƐ ΨϮϬϵ͕ϵϬϬ ΨϱϬ͕ϬϬϬ Ϯϯ͘ϴϮй ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ Ϭй ΨϱϬ͕ϬϬϬ &ĂĐŝůŝƚŝĞƐ ϴͬϮϬͬϮϬϭϴ ^ŽƵƚŚǁĞƐƚ
ŽŶƐƚƌƵĐƚŝŽŶ
ϮŶĚΘ
Z'ĂƌĂŐĞ^ƚĂŝƌ
/ŵƉƌŽǀĞŵĞŶƚƐ ΨϯϮϭ͕ϭϬϬ ΨϱϬ͕ϬϬϬ ϭϱ͘ϱ ϳй ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй ΨϱϬ͕ϬϬϬ &ĂĐŝůŝƚŝĞƐ ϭϬͬϭϲͬϮϬϮϯ ŶŐĞůĞƐ
ŽŶƚƌĂĐƚŽƌ͕/ŶĐ DĂŝŶ>ŝďƌĂƌǇWĂŝŶƚŝŶŐͲWŚĂƐĞϭ Ψϰϯϱ͕ ϲϰϴ Ψϭϰ͕ϬϬϬ ϯ͘Ϯϭй Ψϭϰ͕ϬϬϬ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ψ ϭϰ͕ϬϬϬ ϭϬϬй ΨͲ &ĂĐŝůŝƚŝĞƐ ϴͬϮϭͬϮϬϮϯ ŶŐĞůĞƐ
ŽŶƚƌĂĐƚŽƌ͕/ŶĐ
&ŝƌĞ^ƚĂƚŝŽŶƐϮϭΘϮϯ^ŚŽǁĞƌ
ZĞŵŽĚĞůʹŽŶƚƌĂĐƚ Ϯϰϰ͕ϮϲϴΨ ΨϮϱ͕ϬϬϬ ϭϬ͘Ϯϯй ΨϮ͕ϬϬϬ Ψ Ϯϯ͕ϬϬϬ ΨͲ ΨͲ ΨͲ ΨͲ ΨϮϱ͕ϬϬϬ ϭϬϬй ΨͲ &ĂĐŝůŝƚŝĞƐ ϱͬϮͬϮϬϮϮ ŶŐĞůĞƐŽŶƚƌĂĐƚŽƌ ŝƚǇ,ĂůůZĞƐƚƌŽŽŵZĞŵŽĚĞů ΨϰϵϮ͕ϵϯϯ ΨϱϬ͕ϬϬϬ ϭϬ͘ϭ ϰй Ψ;Ϯ͕ϴϳϬͿ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨͲ Ϭй ΨϱϬ͕ϬϬϬ &ŝĞůĚDĂŝŶƚĞŶĂŶĐĞ ϴͬϮϭͬϮϬϮϯ ƵŵŵŝŶƐ/ŶĐ͘ DĂƌŝŶĂ>ĂŐŽŽŶWƵŵƉ^ƚĂƚŝŽŶʹ ƉƉƌŽƉƌŝĂƚŝŽŶĂŶĚŐƌĞĞŵĞŶƚ ΨϯϬϯ͕ϱϲϯ ΨϯϬ͕ϬϬϬ ϵ͘ϴϴ й ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭ й ΨϯϬ͕ϬϬϬ &ŝĞůĚDĂŝŶƚĞŶĂŶĐĞ ϵͬϭϲͬϮϬϭϵ <ŽĨĨůĞƌ
ůĞĐƚƌŝĐĂů
DĞĐŚĂŶŝĐĂů DĂƌŝŶĂ>ĂŐŽŽŶWƵŵƉKǀĞƌŚĂƵů ΨϱϰϮ͕ϮϬϰ Ψϰϲ͕ϲϰϬ ϴ͘ϲϬй Ψϯϳ͕ϴϬϰ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨͲ Ψ ϯϳ͕ϴϬϰ ϴϭй Ψϴ͕ϴϯϲ &ůĞĞƚ ϱͬϭͬϮϬϮϯ DƵŶŝĐŝƉĂů
DĂŝŶƚĞŶĂŶĐĞ
DƵůƚŝŚŽŐŽŵƉĂĐƚDƵůƚŝͲWƵƌƉŽƐĞ
^ǁĞĞƉĞƌ Ψϭϳϯ͕ϵϭϮ Ψϯϱ͕ϬϬϬ ϮϬ͘ϭ ϯй ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй Ψϯϱ͕ϬϬϬ &ůĞĞƚ ϭϭͬϭϴͬϮϬϮϰ dŚĞ&ŽƌĚ^ƚŽƌĞ^ĂŶ
>ĞĂŶĚƌŽ WWĂƚƌŽůsĞŚŝĐǀůĞƐ Ψϰϭϯ͕Ϭϲϭ Ψ ϰϱ͕ϬϬϬ ϭϬ͘ϴϵй ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨͲ Ψ Ͳ Ϭй Ψϰϱ͕ϬϬϬ &ůĞĞƚ ϭϬͬϮϭͬϮϬϮϰ dƵƌĨ^ƚĂƌ͕/ŶĐ͘ dŽƌŽDĂƐƚĞƌZĞǀDŽǁĞƌ Ψ ϭϰϰ͕ϰϬϴ ΨϯϬ͕ϬϬϬ ϮϬ͘ϳϳй Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨͲ Ϭй ΨϯϬ͕ϬϬϬ

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&ůĞĞƚ ϱͬϮϬͬϮϬϮϰ WŝŶŶĂĐůĞKŝů͕/ŶĐ͘ 'ĂƐŽůŝŶĞ&ƵĞůWƌŽĐƵƌĞŵĞŶƚĂŶĚ ĞǀůŝǀĞƌǇ Ψϱϭϱ͕ϬϬϬ ΨϭϬϬ͕ϬϬϬ ϭϵ͘ϰϮй ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй ΨϭϬϬ͕ϬϬϬ &ůĞĞƚ ϲͬϭϱͬϮϬϮϬ ŽƐĐŽKŝů͕/ŶĐ͘ĚďĂ
sĂůůĞǇKŝůŽŵƉĂŶǇ
ŝĞƐĞů&ƵĞůWƌŽĐƵƌĞŵĞŶƚĂŶĚ
ĞůŝǀĞƌǇ Ψϭ͕ϰϯϱ͕ϬϬϬ͘ϬϬ ΨϭϱϬ͕ϬϬϬ ϭϬ͘ϰϱй Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨͲ Ϭй ΨϭϱϬ͕ϬϬϬ &ůĞĞƚ ϲͬϭϱͬϮϬϮϬ sĂůůĞǇKŝůŽŵƉĂŶǇ ŝĞƐĞů&ƵĞůWƌŽĐƵƌĞŵĞŶƚĂŶĚ ĞůŝǀĞƌǇ Ψϭ͕ϭϮϱ͕ϬϬϬ Ψϭϯϱ͕ϬϬϬ ϭϮ͘ϬϬй Ψϳϱ͕ϬϬϬ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ Ψϳϱ͕ϬϬϬ ϱϲй ΨϲϬ͕ϬϬϬ &ůĞĞƚ ϲͬϭϱͬϮϬϮϬ WŝŶŶĂĐůĞKŝů͕/ŶĐ͘ 'ĂƐŽůŝŶĞ&ƵĞůWƌŽĐƵƌĞŵĞŶƚĂŶĚ ĞǀůŝǀĞƌǇ Ψϭ͕ϳϱϬ͕ϬϬϬ ΨϭϮϱ͕ϬϬϬ ϳ͘ϭϰй Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй ΨϭϮϱ͕ϬϬϬ &ůĞĞƚ ϭϭͬϴͬϮϬϭϳ &ŝƌƐƚsĞŚŝĐůĞƐ
^ĞƌǀŝĐĞƐ͕/ŶĐ͘
&ůĞĞƚDĂŝŶƚĞŶĂŶĐĞ^ĞƌǀŝĐĞƐʹ
ŵĞŶĚŵĞŶƚ Ψϲ͕ϵϲϯ͕ϱϭϴ ΨϰϱϬ͕ϬϬϬ ϲ͘ϰϲй Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй ΨϰϱϬ͕ϬϬϬ /d ϭϭͬϮϬͬϮϬϮϯ >ĞŶŽǀŽ/ŶĐ͘ WĞƌƐŽŶĂůŽŵƉƵƚĞƌZĞƉůĂĐĞŵĞŶƚƐ Ψ ϯϭϭ͕Ϭϯϳ Ψϰϲ͕ϲϱϲ ϭϱ͘ϬϬй Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨͲ Ϭй Ψϰϲ͕ϲϱϲ /d ϮͬϮϭͬϮϬϮϯ >ĞŶŽǀŽ/ŶĐ͘ WĞƌƐŽŶĂůŽŵƉƵƚĞƌZĞƉůĂĐĞŵĞŶƚƐ ΨϮϯϭ͕ ϲϯϯ Ψϯϰ͕ϳϰϱ ϭϱ͘ϬϬй ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ Ϭй Ψϯϰ͕ϳϰϱ WĂƌŬƐΘZĞĐ ϲͬϲͬϮϬϮϮ ƌŝƐƚĂů͘'ĂƌĐŝĂĚďĂ
WĞŶŝŶƐƵůĂDƵƐŝĐ WƌĞͲ^ĐŚŽŽůDƵƐŝĐWƌŽŐƌĂŵ ΨϭϬϬ͕ϬϬϬ Ψ Ϯϱ͕ϬϬϬ Ϯϱ͘ϬϬй ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ψ Ͳ Ϭй ΨϮϱ͕ϬϬϬ WĂƌŬƐΘZĞĐ ϲͬϲͬϮϬϮϮ ĂǇƌĞĂ
ĚƵĐĂƚŝŽŶĂů
dŚĞĂƚĞƌŽŵƉĂŶǇ ^ƵŵŵĞƌzŽƵƚŚdŚĞĂƚĞƌWƌŽŐƌĂŵƐ ΨϭϬϬ͕ϬϬ Ϭ ΨϮϱ͕ϬϬϬ Ϯϱ͘ϬϬй ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ Ϭй ΨϮϱ͕ϬϬϬ WĂƌŬƐΘZĞĐ ϲͬϲͬϮϬϮϮ dŽĚĚŝƐƐůǇƚŚůĞƚŝĐƐ͕
>> dĞŶŶŝƐ/ŶƐƚƌƵĐƚŝŽŶ Ψϭ͕ϴϬϬ͕ϬϬϬ Ψ ϭϱϬ͕ϬϬϬ ϴ͘ϯϯй ΨͲ Ψ Ͳ ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ Ϭй ΨϭϱϬ͕ϬϬϬ WĂƌŬƐΘZĞĐ ϯͬϮϭͬϮϬϮϮ ZZDĞƐŝŐŶ'ƌŽƵƉ
ĞŶƚƌĂůWĂƌŬWůĂǇŐƌŽƵŶĚĂŶĚ
DĞŵŽƌŝĂů'ƌŽǀĞ&ŝŶĂůĞƐŝŐŶĂŶĚ
ŽŶƐƚƌƵĐƚŝŽŶDĂŶĂŐĞŵĞŶƚ^ĞƌǀŝĐĞ
ΨϱϳϬ͕Ϯϯϵ ΨϱϬ͕ϬϬϬ ϴ͘ϳϳ й Ψϭϳ͕ϵϮϬ ΨϯϮ͕ϬϴϬ Ψ Ͳ ΨͲ ΨͲ Ψ Ͳ ΨϱϬ͕ϬϬϬ ϭϬϬй ΨͲ WĂƌŬƐΘZĞĐ ϵͬϮϬͬϮϬϮϭ ŶĚƌĞŝŶŝƌŽƚŚĞƌƐ
/ŶĐ͘ ŽƌĞůWĂƌŬĞǀĞůŽƉŵĞŶƚWƌŽũĞĐƚ Ψϭ͕ϳϮϵ͕ϲϬ ϳ Ψϭϭϵ͕ϰϭϰ ϲ͘ϵϬй Ψϲ͕ϰϳϮ Ψ ϰ͕ϱϵϬ ΨͲ ΨͲ ΨͲ ΨͲ Ψϭϭ͕ϬϲϮ ϵй ΨϭϬϴ͕ϯϱϮ WĂƌŬƐΘZĞĐ ϯͬϮͬϮϬϮϬ
ĚŐĞǁŽƌƚŚ
/ŶƚĞŐƌĂƚŝŽŶ͕>>͘
ŝƚǇǁŝĚĞƵŝůĚŝŶŐĐĐĞƐƐŽŶƚƌŽů
^ǇƐƚĞŵ ΨϱϵϬ͕ϱϰϮ ΨϭϬϯ͕ϬϬϬ ϭϳ͘ϰϰй Ψϯϱ͕Ϭϯϱ Ψϭϭ͕ϴϱϬ Ψϯ͕ϭϵϮ Ψϭϴ͕ϬϬϬ ΨϮ͕ϲϱϳ ΨϭϬ͕Ϯϴϲ Ψ ϴϭ͕ϬϮϬ ϳϵй ΨϮϭ͕ϵϴϬ WĂƌŬƐΘZĞĐ ϳͬϭϱͬϮϬϭϵ
'ŽŽĚůĂŶĚ>ĂŶĚƐĐĂƉĞ
ŽŶƐƚƌƵĐƚŝŽŶͬ&ŝĞůĚ
dƵƌĨh^͕/ŶĐ͘
<ŝŶŐWĂƌŬ^ǇƚŚĞŶƚŝĐdƵƌĨ
ŽŶƐƚƌƵĐƚŝŽŶ ΨϮ͕Ϭϭϲ͕ϭϯϱ ΨϴϬ͕ϬϬϬ ϯ͘ϵϳй ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй ΨϴϬ͕ϬϬϬ WĂƌŬƐΘZĞĐ ϳͬϭϱͬϮϬϭϵ ĂůůĂŶĚĞƌƐƐŽĐŝĂƚĞƐ
>ĂŶĚƐĐĂƉĞƌĐŚŝƚĞĐƚƐ
<ŝŶŐWĂƌŬ^ǇŶƚŚĞƚŝĐdƵƌĨĞƐŝŐŶĂŶĚ
DĂŶĂŐĞŵĞŶƚ Ψϰϴϭ͕Ϭϲϴ Ψϳϭ͕ϬϬϬ ϭϰ͘ϳ ϲй Ψϯ͕ϮϱϬ Ψϭϱ͕ϯϬϬ ΨϮ͕ ϳϯϱ Ψϳ͕ϭϬϬ ΨͲ Ψ Ͳ ΨϮϴ͕ϯϴϱ ϰϬй ΨϰϮ͕ϲϭϱ WĂƌŬƐΘZĞĐ ϲͬϭϳͬϮϬϭϵ ĂǇƌĞĂ
ĚƵĐĂƚŝŽŶĂů
dŚĞĂƚĞƌŽŵƉĂŶǇ
^ƵŵŵĞƌŚŝůĚƌĞŶ͛ƐĂŶĚzŽƵƚŚ
dŚĞĂƚĞƌWƌŽŐƌĂŵ ΨϭϮϬ͕ϬϬϬ ΨϮϱ͕ϬϬϬ ϮϬ͘ϴ ϯй ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй ΨϮϱ͕ϬϬϬ WĂƌŬƐΘZĞĐ ϴͬϮϬͬϮϬϭϴ WĞŶŝŶƐƵůĂDƵƐŝĐ
dŽŐĞƚŚĞƌ WĞŶŝŶƐƵůĂDƵƐŝĐdŽŐĞƚŚĞƌůĂƐƐĞƐ ΨϭϯϬ ͕ϬϬϬ ΨϮϱ͕ϬϬϬ ϭϵ͘Ϯϯй ΨͲ ΨͲ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ Ϭй ΨϮϱ͕ϬϬϬ WĂƌŬƐΘZĞĐ ϴͬϮϬͬϮϬϭϴ dŽĚĚŝƐƐůǇƚŚůĞƚŝĐƐ͕
>> dĞŶŶŝƐ/ŶƐƚƌƵĐƚŝŽŶ ΨϮϬϬ͕ϬϬϬ Ψ Ϯϱ͕ϬϬϬ ϭϮ͘ϱϬй ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ ΨͲ Ψ Ͳ Ϭй ΨϮϱ͕ϬϬϬ WĂƌŬƐΘZĞĐ ϲͬϭϴͬϮϬϭϴ ĂǇƌĞĂ
ĚƵĐĂƚŝŽŶĂů
dŚĞĂƚĞƌŽŵƉĂŶǇ ^ƵŵŵĞƌdŚĞĂƚĞƌWƌŽŐƌĂŵ ΨϭϰϬ͕ϬϬϬ Ψ Ϯϱ͕ϬϬϬ ϭϳ͘ϴϲй ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ψ Ͳ Ϭй ΨϮϱ͕ϬϬϬ WĂƌŬƐΘZĞĐ ϮͬϮϬͬϮϬϭϴ WƌŽĨĞƐƐŝŽŶĂůdƌĞĞ
ĂƌĞ ϮϬϭϵ^ǇĐĂŵŽƌĞdƌĞĞWƌƵŶŝŶŐ ΨϮϴϬ͕ϯϮϬ Ψϯϱ͕ϬϬϬ ϭϮ͘ϰϵй ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ψ Ͳ Ϭй Ψϯϱ͕ϬϬϬ WĂƌŬƐΘZĞĐƌĞĂƚŝŽŶ ϮͬϱͬϮϬϮϰ ^ƚĂƉůĞƐŽŶƐƚƌƵĐƚŝŽŶ
ŽŵƉĂŶǇ͕/ŶĐ͘
DĂƌƚŝŶ>ƵƚŚĞƌ<ŝŶŐ:ƌ͘WĂƌŬWƵŵƉ
^ŚĞĚ ΨϮϰϵ͕ϰϬϰ Ψϯϳ͕ϰϭϬ ϭϱ͘Ϭ Ϭй Ψϲ͕Ϯϰϴ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ Ψϲ͕Ϯϰϴ ϭϳй Ψϯϭ͕ϭϲϮ WŽůŝĐĞ ϭϭͬϭϴͬϮϬϭϵ >ĂǌWĂƌŬŝŶŐ WĂƌŬŝŶŐ
ŶĨŽƌĐĞŵĞŶƚ^ĞƌǀŝĐĞƐ Ψ ϯ͕ϳϱϰ͕ϰϰϬ Ψϯϳϱ͕ϰϰϰ ϭϬ͘ϬϬй Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ψ Ͳ ΨͲ Ϭй Ψ ϯϳϱ͕ϰϰϰ dƌĂŶƐƉŽƌƚĂƚŝŽŶ
WůĂŶŶŝŶŐ
ŶŐ ϭͬϮϭͬϮϬϮϬ WĂƌŬ
ŶŐŝŶĞĞƌŝŶŐ͕/ŶĐ͘ ŽǁŶƚŽǁŶWĂƌŬŝŶŐdĞĐŚŶŽůŽŐǇ
WƌŽũĞĐƚ ΨϮϰϴ͕ϲϲϳ ΨϮϱ͕ϬϬϬ ϭϬ͘Ϭ ϱй ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй ΨϮϱ͕ϬϬϬ dƌĂŶƐƉŽƌƚĂƚŝŽŶ
WůĂŶŶŝŶŐ
ŶŐ ϭϬͬϳͬϮϬϭϵ /W^'ƌŽƵƉ͕/ŶĐ͘ ^ĂŶDĂƚĞŽŽǁŶƚŽǁŶWĂƌŬŝŶŐ dĞĐŚŶŽůŽŐǇWƌŽũĞĐƚ Ψϭ͕ϰϱϵ͕ϰϬϱ ΨϮϭϴ͕ϵϭϭ ϭϱ͘ϬϬй ΨϮϰ͕ϯϵϬ Ψϭϳϭ͕Ϯϲϱ ΨͲ ΨͲ ΨͲ Ψ Ͳ Ψϭϵϱ͕ϲϱϱ ϴϵй ΨϮϯ͕Ϯϱϲ dƌĂŶƐƉŽƌƚĂƚŝŽŶ
WůĂŶŶŝŶŐ
ŶŐ ϭϭͬϮϬͬϮϬϭϳ ^ƚ͘&ƌĂŶĐŝƐ
ůĞĐƚƌŝĐ >ŽƐWƌĂĚŽƐ,ŝŐŚsŽůƚĂŐĞ^ƚƌĞĞƚůŝŐŚƚ
ŽŶǀĞƌƐŝŽŶ Ψϭ͕Ϭϳϳ͕ϳϬϴ ΨϭϭϬ͕ϬϬϬ ϭϬ͘Ϯϭй ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй ΨϭϭϬ͕ϬϬϬ ttdW ϲͬϭϳͬϮϬϮϰ <ĞŵŝƌĂtĂƚĞƌ
^ŽůƵƚŝŽŶƐ͕/ŶĐ &ĞƌƌŝĐŚůŽƌŝĚĞŚĞŵŝĐĂů^ƵƉƉůǇ ΨϰϵϮ ͕ϵϴϰ Ψϰϵ͕Ϯϵϴ ϭϬ͘ϬϬй ΨͲ ΨͲ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ Ϭй Ψϰϵ͕Ϯϵϴ ttdW ϲͬϭϳͬϮϬϮϰ dŚĂƚĐŚĞƌŽŵƉĂŶǇŽĨ
ĂůŝĨŽƌŶŝĂ͕/ŶĐ͘ ^ŽĚŝƵŵŝƐƵůĨŝƚĞŚĞŵŝĐĂů^ƵƉƉůǇ Ψϯϱϵ ͕ϱϳϬ Ψϯϱ͕ϵϱϳ ϭϬ͘ϬϬй ΨͲ ΨͲ ΨͲ Ψ Ͳ ΨͲ ΨͲ ΨͲ Ϭй Ψϯϱ͕ϵϱϳ ttdW ϲͬϭϳͬϮϬϮϰ hŶŝǀĂƌ^ŽůƵƚŝŽŶƐh^͕
/ŶĐ͘
^ŽĚŝƵŵ,ǇƉŽĐŚůŽƌŝƚĞŚĞŵŝĐĂů
^ƵƉƉůǇ Ψϭ͕ϰϯϴ͕ϮϴϬ Ψϭϰϯ͕ϴϮϴ ϭϬ͘ϬϬй ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй Ψϭϰϯ͕ϴϮϴ ttdW ϲͬϱͬϮϬϮϯ ^E&WŽůǇĚǇŶĞ tĂƐƚĞǁĂƚĞƌdƌĞĂƚŵĞŶƚWůĂŶƚ
^ƵƉƉůǇŽĨ>ŝƋƵŝĚ
ŵƵůƐŝŽŶWŽůǇŵĞƌ ΨϰϬϱ͕ϲϭϯ ΨϰϬ͕ϱϲϭ ϭϬ͘Ϭ Ϭй ΨͲ ΨͲ Ψ Ͳ ΨͲ Ψ Ͳ ΨͲ ΨͲ Ϭй ΨϰϬ͕ϱϲϭ

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CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 15 Section Name: CONSENT CALENDAR Account Number: 72-4671 File ID: 25-10257 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: Public Works Department
MEETING DATE: August 18, 2025
SUBJECT:

Wastewater Treatment Plant Annual Major Components – Contingency Reserve Increase RECOMMENDATION:

Approve an increase to the project contingency of the Digester 2 Coatings Project being performed by Brand Energy Services of California, Inc. by $160,000, for a total contingency reserve in the amount of $242,000; and authorize the Public Works Director to approve any necessary change orders within the approved contingency amount.

BACKGROUND:

The Clean Water Program (CWP) Annual Major Components (AMC) Projects includes several capital improvement projects that are currently under development or under construction and are intended to upgrade or rehabilitate aging infrastructure in the City’s sewer collection system and Wastewater Treatment Plant (WWTP). The AMC includes the WWTP Biogas and Biosolids Evaluation project which is being conducted by Brown and Caldwell (B&C). The scope includes condition assessment and inspection of both digesters. An initial condition assessment of Digester 2 was recently completed, and it revealed that the coatings of the draft tube and interior of the digester need repair. This will help prevent wear and tear related issues caused by the composition digester sludge and gas.

Digester 2 is currently offline due to the mixer failure in 2022. The mixer is currently being repaired off site and is expected back in late August 2025. The WWTP is currently operating with only Digester 1. Digester 1 is the older of the two digesters and there is concern about its current condition. It is in the City’s best interest to bring Digester 2 online as soon as possible. Operating the plant with only Digester 1 causes an increase in the liquid content in the off-haul material. This has increased the cost of hauling the material by $26,000 per month.

With Digester 2 offline, the City performed a cleaning and condition assessment of Digester 2. To facilitate the condition assessment, an internal scaffold was installed which was a costly effort. At the end of March 2025, after being notified that the inspection and evaluation was complete, the consultant recommended re-coating the digester and draft tube, as the existing coating was completely worn off. Without the coating, the interior of the digester vessel would be vulnerable to accelerated corrosion and degradation once Digester 2 is back in operation. Additionally, completing the coating work while the scaffold was still in place offered a clear economic advantage.

On June 2, 2025, City Council approved an agreement with Brand Energy Services of California, Inc. (Brand Energy) to conduct the WWTP Digester 2 Coatings in an amount not to exceed $406,881.35 and a contingency of $82,000.00.

Through a competitive bidding process, Brand Energy was the lowest bidder and considered competent and qualified. B&C also reviewed and accepted their coatings methodology.

On June 16th, Brand Energy mobilized and began preparation work. After the crew completed the blasting process (the first step to coatings), B&C requested the City to view the bottom of the digester, which was not visible at the time of their

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inspection in March. The findings of their inspection revealed corroded and pitted areas of the steel. These needed to be welded before the coatings service could continue. Brand Energy had to pause their services until the welding was complete. The cost incurred in standby equipment rental and fuel costs to pause their services resulted in a negotiated amount of $80,000, which exhausted most of the project contingency.

Brand Energy resumed their services on July 29, 2025. The next step was a chloride wash of the vessel, and its purpose was to remove soluble salts to prevent under-film corrosion, salt blooming, adhesion issues, and blistering. Additionally, given the WWTP proximity to the Bay, exposure to salt water accelerates these risks. Therefore, performing a chloride wash and meeting chloride levels per the manufacturer’s specifications is essential. Brand Energy conducted the chloride wash; however, it did not achieve the required chloride levels at the lower bottom third of the tank. The elevated chloride concentration in this area was unanticipated. This is potentially due the shape of the tank where there is a higher concentration of chloride that accumulates per square foot at the bottom.

The contractor initially requested an additional $166,932.32 for the additional wash and labor required for this work. After negotiations and discussions, the change order request was reduced to $81,683.95.

Staff recommends $160,000 be authorized and added to the contingency amount to address this change order and for any other potential changes that may arise due to the nature of this work. The original duration of this work was 27 working days. This change has pushed the duration by five working days.

BUDGET IMPACT:

There are sufficient funds available in the CWP WWTP Annual Major Components Project (46t090) budget to fund this increase to the contingency reserve. With the execution of Contract Change Order No.1 for $80,000 to cover the costs of standby equipment rental and fuel and this requested contingency increase of $160,000, the available contingency reserve balance will be $162,000.

ENVIRONMENTAL DETERMINATION:

This Council action is exempt from CEQA as an “existing facility,” because it consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use. (CEQA Guidelines Section 15301.)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
None

STAFF CONTACT
Thomas Ruark, Senior Project Manager
[email protected]
650-522-7280
Tom Williams, Engineering Manager
[email protected]
(650) 552-7307

Matthew Fabry, Director of Public Works
[email protected]
(650) 522-7303

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CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 16 Section Name: CONSENT CALENDAR Account Number: 18-6111 File ID: 25-10271 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: Parks and Recreation Department
MEETING DATE: August 18, 2025
SUBJECT:

Recreation Services Agreement — Contingency Reserve Increase RECOMMENDATION:

Approve a contingency reserve increase in the amount of $30,000 for the Recreation Service Agreement with Bay Area Educational Theater Company, 501(c)(3) for youth summer camps, revising the original contingency reserve from $25,000 to $55,000; and authorize the Director of Parks and Recreation to issue change orders within the contingency amount.

BACKGROUND:

On May 20, 2024 City Council approved a Resolution and a Recreation Service Agreement with Bay Area Educational Theater Company, 501(c)(3) for the provision of youth theater summer camps. The services performed under the agreement commenced on June 16, 2024 and will be completed on August 31, 2025. The approved Resolution was for $254,000 for services rendered during the term of the agreement and authorized the Director of Parks and Recreation to execute the agreement and approve change orders up to $25,000. The amount was established based on previous year’s registration numbers. Due to the increase in program registration from 167 enrollments in 2024 to 202 enrollments in 2025, the contingency amount needs to be amended in order to allow Bay Area Educational Theater Company to be compensated for the remainder of this fiscal year.

The city compensates the Bay Area Educational Theater Company 70 percent of total course revenue, after deducting administrative surcharges from gross revenues along with 100 percent of material fees collected at the time of registration.

BUDGET IMPACT:

Course registration fees paid by participants cover all compensation to the contractor.

ENVIRONMENTAL DETERMINATION:

This agreement is not a project subject to CEQA, because it is a government fiscal activity which does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment. (CEQA Guidelines Section 15378(b)(4).)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
None

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STAFF CONTACT
Tracy Brumett, Community Services Section Manager
[email protected]
(650) 522-7443

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CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 17 Section Name: CONSENT CALENDAR Account Number: 10-2111 File ID: 25-10250 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: Information Technology Department
MEETING DATE: August 18, 2025
SUBJECT:

Customer Relationship Management Software and Services — Agreement RECOMMENDATION:

Adopt a Resolution approving an alternative purchasing procedure to award a three-year agreement to Catalis Public Works & Citizen Engagement, LLC for a Customer Relationship Management software system in the amount $140,500; approve $38,500 supplemental appropriation for the IT Department’s operating budget from the General Fund unassigned fund balance; and authorize the Director of IT to execute the agreement in substantially the form presented and issue amendments within the Agreement amount.

BACKGROUND:

City Council established a Council priority to explore the implementation of a Customer Relationship Management (CRM) system, or 311 system. Staff was asked to research methods by which the City currently receives service requests and back-end systems where requests are managed, and then to select a suitable CRM that will work with existing back-end systems.

In response, a citywide CRM committee, consisting of representatives from each department, was established. The CRM committee developed requirements and issued a CRM request for proposals (RFP) on April 21, 2025. The City received 13 proposals by the May 19, 2025 deadline. A subset of the CRM committee reviewed and scored all proposal submissions considering functionality, vendor experience and qualifications, implementation timeline, and support and maintenance.

The scoring results for the top four vendors were as follows.

Vendor Overall score (out of 100) Ranking
Catalis 94 1
NebuLogic Technologies 85 2
Verint Systems, Inc 82 3
Comcate 80 4
The four highest scoring vendors were invited to present demonstrations to the CRM subcommittee. The demonstrations took place on June 16, 17, and 18, 2025. The CRM subcommittee determined that these demonstrations confirmed the vendor rankings as scored from the submitted proposals.

The full CRM project committee met on July 8 for a final discussion, and agreed to move forward with Catalis, the top- ranked vendor. Catalis supplied three municipal agency customer references, who were interviewed by members of the CRM committee. Feedback from all of the submitted references was highly positive. The breakdown of Catalis’ costs are as follows.

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CITY OF SAN MATEO
Year 1 Year 2 Year 3 Total
Request Management Enterprise – Software
Subscription Fees
$38,500 $38,500 $38,500 $115,500
Request Management Enterprise Implementation
– One-Time Professional Services Fees
$25,000 $25,000
Yearly totals $63,500 $38,500 $38,500 $140,500
San Mateo Municipal Code Section 3.60.030 generally requires competitive bidding for agreements of $100,000 or more.

San Mateo Municipal Code Section 3.60.070(h)(3) authorizes the City Council to approve an alternative purchasing procedure when it finds doing so is in the best interest of the City. In this case, utilizing the RFP process is more beneficial to the City because the City is not required to accept the lowest bid, but rather may evaluate other factors in addition to price such as functionality, vendor experience and qualifications, implementation timeline, and support and maintenance.

In addition, an RFP allows the City to consider proposals where the purpose and/or performance is known but for which no unique specification exists. This process is in the best interest of the City as proposals are considered upon ability along with cost savings to the City.

Based on the above, staff recommends awarding the CRM agreement to Catalis Public Works & Citizen Engagement, LLC because their proposal received the highest scoring based on the rating criteria, in addition to positive references with other municipal agencies. Project timelines will be laid out at the project kick-off meeting. It is anticipated to be a four-to- six-month project. We will conduct a communications campaign to bring awareness of the new system to residents, businesses and visitors.

BUDGET IMPACT:

In the adopted FY 2025-26 budget, $25,000 has been appropriated for the annual subscription fee based on preliminary estimates. If the proposed CRM agreement is approved, additional budget of $38,500 will be required to cover the subscription fee and one-time implementation costs, and years 2 and 3 subscription fees will be incorporated into future year operating budgets of the Information Technology Department.

ENVIRONMENTAL DETERMINATION:

This agreement is not a project subject to CEQA, because it can be seen with certainty that it will not cause a physical change in the environment. (Public Resources Code Section 21065.)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 – Proposed Resolution
Att 2 – Agreement

STAFF CONTACT
Pete Owen, Director, Information Technology
[email protected]
(650) 522-7074

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7 CITY OF SAN MATEO
RESOLUTION NO. ____ (2025)

APPROVING AN ALTERNATIVE PURCHASING PROCEDURE TO AWARD A THREE-YEAR AGREEMENT TO CATALIS

PUBLIC WORKS & CITIZEN ENGAGEMENT, LLC FOR CUSTOMER RELATIONSHIP MANAGEMENT SOFTWARE IN THE AMOUNT OF $140,500 AND APPROVING A $38,500 SUPPLEMENTAL BUDGET APPROPRIATION FROM THE

GENERAL FUND TO THE INFORMATION TECHNOLOGY DEPARTMENT OPERATING BUDGET WHEREAS, the City Council established a Council priority to explore the implementation of a Customer Relationship Management (CRM) system, or 311 system; and WHEREAS, staff were asked to research methods by which the City currently receives service requests and back-end systems where requests are managed, and then to select a suitable CRM that will work with existing back-end systems; and
WHEREAS, a citywide CRM committee was established, which developed requirements and released a CRM request for proposals (RFP) on April 21, 2025; and
WHEREAS, the CRM committee received 13 proposals from qualified vendors by the May 19, 2025 deadline; and
WHEREAS, the CRM committee reviewed and scored all proposal submissions considering functionality, vendor experience and qualifications, implementation timeline, and support and maintenance; and WHEREAS, the CRM committee invited the four highest scoring proposals to provide demonstrations; and
WHEREAS, the CRM Committee selected Catalis Public Works & Citizen Engagement, LLC as the recommended vendor based on it having the highest proposal rating and excellent customer references; and WHEREAS, in the adopted FY 2025-26 budget, $25,000 has been appropriated for the annual subscription fee based on preliminary estimates; and
WHEREAS, a supplemental appropriation of $38,500 from the General Fund unassigned fund balance to the Information Technology Department’s operating budget is required to cover the subscription fee and one- time implementation costs; and
WHEREAS, San Mateo Municipal Code Section 3.60.030 generally requires competitive bidding for contacts of $100,000 or more; and
WHEREAS, San Mateo Municipal Code Section 3.60.070(h)(3) authorizes the City Council to approve an alternative purchasing procedure when it is in the best interest of the City; and WHEREAS, utilizing the RFP process for these services is in the best interests of the City because the City is not required to accept the lowest bid, but rather, may evaluate other factors in addition to price such as functionality, vendor experience and qualifications, implementation timeline, and support and maintenance; and
WHEREAS, an RFP allows the City to consider proposals where the purpose and/or performance is known but for which no unique specification exists; and

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7 WHEREAS, based on these circumstances, staff recommends award of a three-year agreement to Catalis Public Works & Citizen Engagement, LLC in the amount of $140,500 for CRM software and services.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN MATEO, CALIFORNIA, FINDS and RESOLVES that:

1. Adoption of this resolution approving an alternative purchasing procedure to award an agreement to Catalis Public Works & Citizen Engagement, LLC is not a project subject to CEQA, because it can be seen with certainty that there is no possibility that approval of an agreement for Customer Relationship Management software may have a significant effect on the environment. (CEQA Guidelines Section 15061(b)(3).)

2. The City Council authorizes a supplemental appropriation in the amount of $38,500 from the General Fund unassigned fund balance to the Information Technology Department’s operating budget.

3. In accordance with San Mateo Municipal Code Section 3.60.070(h)(3), the award of an agreement to Catalis Public Works & Citizen Engagement, LLC based on using an RFP process is in the City’s best interest for these reasons:
a. The RFP process is more beneficial to the City because the City is not required to accept the lowest bid but rather may evaluate other factors in addition to price such as functionality, vendor experience and qualifications, implementation timeline, and support and maintenance.
b. The RFP process allows the City to consider proposals where the purpose and/or performance is known but for which no unique specification exists. c. The RFP process is in the best interest of the City as proposals are considered upon ability along with cost savings to the City.

4. The award of a three-year agreement to Catalis Public Works & Citizen Engagement, LLC for Customer Relationship Management software in the amount of $140,500, is approved.

5. The Director of Information Technology is authorized execute the agreement in substantially the form presented.

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CITY OF SAN MATEO

AGREEMENT WITH CATALIS PUBLIC WORKS & CITIZEN ENGAGEMENT, LLC FOR

MASTER TECHNOLOGY-RELATED PROFESSIONAL SERVICES

This Professional Services Agreement (hereinafter “Agreement”), made as of this day of ____________________, is entered into by and between Catalis Public Works & Citizen Engagement, LLC, (hereinafter referred to as “VENDOR”), a Limited Liability Company, and the City of San Mateo (hereinafter referred to as “CUSTOMER”), a municipal corporation in the State of California.

RECITALS:

A. CUSTOMER desires certain equipment, software, maintenance and support services hereinafter described.

B. CUSTOMER desires to engage VENDOR to provide these professional services by reason of its qualifications and experience for performing such services and VENDOR has offered to provide the required services on the terms and in the manner set forth herein.

NOW, THEREFORE, IT IS AGREED as follows:

SECTION 1 – DEFINITIONS

1.1 “Acceptance” means that CUSTOMER has accepted in writing that the Professional Services, Deliverables or other goods and services as agreed to as part of this Agreement were performed and delivered in accordance with the Statement of Work or Change Order. CUSTOMER will create a list of non-conforming elements which must be corrected before Acceptance, except for minor or inconsequential errors, and such Acceptance shall not be unreasonably withheld. If Professional Services are for the implementation of a software or a system, then within sixty (60) days of the Go Live Date (as defined below) CUSTOMER will create a list of Defects (as defined below) which must be corrected before Acceptance, except for minor or inconsequential errors.

1.2 “Applicable Specifications” means the functional, operational and other characteristics of the Services or deliverables, timeline, milestones, assumptions, testing and validation criteria, and other specifications as described in the Statement of Work or Change Order.

1.3 ”Change Order” is a mutual agreement in writing by both Parties changing the scope of the project. The Change Order will include information such as but not limited to the date executed, due date, scope of work, assumptions, agreed upon cost, hours and rates, job responsibilities, deliverables, verification and acceptance testing, payment terms, requestor, and approving parties).

1.4 “Customization” means but is not limited to all code, software modifications or computer programming to the licensed Software developed or modified under the terms of this Agreement or related Change Order or Statement of Work.

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1.5 “Defect” means (i) an omission in software code causing the software or integration links to operate such that it is not in compliance with the Applicable Specifications or (ii) the media on which the product(s) is delivered is damaged or corrupted such that the software does not load properly, (iii) the documentation contains gaps and/or erroneous information with regard to the deliverables, (iv) the services delivered did not meet the Applicable Specifications or were not performed in a professional manner consistent with experts and professionals in the industry, or (v) errors, problems or other irregularities in the deliverables.

1.6 “Effective Date” means the date that this Agreement takes effect, which unless otherwise stated, will be the date set forth on Page One of this Agreement upon being signed by duly authorized representatives of VENDOR and CUSTOMER.

1.7 “Go Live Date” is the date of the first production use of the licensed Software or deliverables from this Agreement by Customer where the Customer is using the Software or deliverable to manage its normal business operations. Prototype development and testing, data conversion and testing, initial system training, and conference room pilot operations and testing take place before the Go Live Date.

1.8 “Professional Services” means all services provided by VENDOR which are primarily intellectual and mental, and performed by qualified personnel. Such services may include without limitation project planning, consulting, project management, data conversion, training, programming, and development of Customizations.

1.9 “Software” means the Vendor’s computer software program(s) licensed by CUSTOMER and identified in the software license agreement.

1.10 ”Statement of Work” means a document mutually developed and agreed upon by both parties which describes in detail the services to be provided by Vendor, implementation schedule and phases, responsibilities of Customer and Vendor, description and schedule of training, detailed list of professional services fees and expenses by major work task, acceptance plans, assumptions, risks, training schedule and description, etc.

SECTION 2 - SCOPE OF SERVICES

2.1 The scope of services to be performed by VENDOR under this Agreement is as described in the Statement of Work in Exhibit A of this Agreement, which is attached and incorporated by reference.

2.2 Customizations.

2.2.1 All CUSTOMER initiated Customizations shall be made using the Change Order process described herein and shall be compensated at VENDOR’s then prevailing, or other mutually agreeable rates, on a time and materials basis.

2.2.2 Once installed and Accepted, all Customizations shall be considered part of the Licensed and Covered Software.

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2.2.3 CUSTOMER shall, within sixty (60) days of Acceptance of any Customization pay VENDOR a mutually agreeable and pro-rated additional Maintenance and Support Fee for any Customization.

2.3 Customer’s Rights to Engage Other Consultants. CUSTOMER reserves the right to engage other consultants in connection with this Agreement. Any third party receiving confidential information or trade secrets under this paragraph must agree to the same prohibition against disclosure as CUSTOMER and VENDOR may require that any such third party execute a non-disclosure agreement which includes widely accepted and reasonable non-disclosure terms.

2.4 Progress. VENDOR shall keep the Project Manager and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Services, activities performed and planned hereunder, and any meetings that have been scheduled or are desired relative to the Professional Services or relative to this Agreement.

2.5 Scheduling. VENDOR shall generally have no obligation to work any particular schedule, unless otherwise provided in this Agreement or in the Statement of Work. VENDOR shall coordinate the provision of the Professional Services with CUSTOMER in such a fashion and schedule so as to achieve the results sought under the terms of this Agreement.

2.6 Statement of Work. The Services, such as but not limited to training, software implementation, software development and customization, consulting, and interface development, will be performed pursuant to and in accordance with the Statement of Work attached hereto as Exhibit A of this Agreement.

2.7 Change Orders. Change Orders applicable to the Statement of Work shall be negotiated and implemented as described in the Statement of Work or as otherwise agreed to by the duly authorized representatives of both parties. VENDOR shall use its best efforts to provide all costs, Third Party Software, additional platform and infrastructure requirements, additional training requirements, and any other additional component or services within fifteen (15) business days of receipt of a Change Order.

SECTION 3 - DUTIES OF VENDOR

3.1 Vendor Responsibilities. VENDOR warrants that it has all requisite power and authority to conduct its business and to execute and deliver, and to perform all of its obligations under this Agreement.

VENDOR warrants that the individual who has signed this Agreement representing VENDOR has the legal power, right and authority to enter into this Agreement so as to bind VENDOR to perform the conditions contemplated herein.

VENDOR shall be responsible for the professional quality, technical accuracy and coordination of all work furnished by VENDOR under this Agreement. VENDOR shall, without additional compensation, correct or revise any errors or deficiencies in its work.

VENDOR represents that it is qualified to furnish the services described under this Agreement.

VENDOR shall be responsible for employing or engaging all persons necessary to perform the services of VENDOR.

VENDOR agrees to comply with the City’s minimum wage ordinance as codified in Municipal Code Chapter 5.92, which differs from the state minimum wage and includes a Consumer Price Index escalator.

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3.2 Vendor’s Responsibilities for Costs and Expenses. VENDOR shall be responsible for all costs and expenses incurred by VENDOR, personnel of VENDOR, and subcontractors of VENDOR, in connection with this Agreement and performance of the Professional Services, including, without limitation, payment of salaries, fringe benefit contributions, payroll taxes, withholding taxes and other taxes or levies and all other amounts due to its personnel and subcontractors, office overhead expenses, travel expenses except as otherwise agreed, telephone and other telecommunications expenses, and document reproduction expenses.

3.3 Travel Expenses. Travel and related expenses shall be necessary, reasonable and consistent with CUSTOMER’s travel policies, and shall be mutually agreed upon in advance. CUSTOMER shall not be responsible for any VENDOR travel time

3.4 Vendor Personnel and Professional Services Warranty. The Services shall be performed by VENDOR or under its supervision, and VENDOR shall be responsible for all actions and work product(s) of the personnel working on behalf of VENDOR in the performance of this Agreement.

VENDOR represents that it possesses the professional and technical personnel required to perform the Professional Services for this Agreement and as defined in the Statement of Work. VENDOR warrants that all Services will be performed diligently and in a timely, professional and workmanlike manner by experienced and competent personnel with the care and skill ordinarily exercised by members of the profession practicing under similar conditions using all common and widely accepted practices and professional standards for Services such as but not limited to installing, implementing, deploying, and maintaining the Product.

VENDOR represents and warrants that (i) none of the Services or any part of this Agreement is or will be inconsistent with any obligation VENDOR may have to others; (ii) the Services, deliverables or work products as they are delivered to CUSTOMER will not infringe, misappropriate or violate any intellectual property or other right of any person or entity; and (iii) VENDOR has the full right to provide CUSTOMER with the assignments and rights provided herein (including without limitation, through execution of appropriate written agreements with its employees, agents and subcontractors).

3.5 Remedies for Non-Performance of Services. If any element of the Services does not conform to the warranty on Professional Services, then CUSTOMER shall notify VENDOR in writing of such nonconformance.

VENDOR shall timely re-perform such element in a manner that does conform, provided, however, that if such re-performance is impracticable, VENDOR shall timely refund the fees allocable to such nonconforming element.

At its sole discretion, CUSTOMER may withhold payment for non-conformance to professional standards, excessive or unauthorized costs, or defects in deliverables until remedied, and no interest, penalties or late fees shall apply to such withholdings.

3.6 Cooperation with Customer’s Project Manager. As required herein or in the Statement of Work, CUSTOMER shall designate a Project Manager for the project effort to implement the Product. VENDOR shall work closely and cooperate fully with CUSTOMER’s designated Project Manager, and any other agencies which may have jurisdiction over or interest in the Software and related Professional Services. The Project Manager will administer this Agreement on behalf of CUSTOMER. The Project Manager, or his/her designee, shall be the principal officer of CUSTOMER for liaison with VENDOR, and shall review and give approval to the details of the Scope of Work and Services as described in the Statement of Work and any Change Orders or Amendments to this Agreement. The Project Manager shall be specified in the Statement of Work which is mutually agreed to between CUSTOMER and VENDOR. CUSTOMER reserves the right to change its Project Manager.

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3.7 Vendor Marketing. No news releases, including photographs, public announcements, or confirmations of the same, relating to any part of the subject matter of this Agreement or any phase of providing the Professional Services shall be made without prior written consent of CUSTOMER. The information which VENDOR acquires related to its performance of the Professional Services shall be kept confidential unless the release of information is authorized in writing by CUSTOMER.

3.8 Electronic Format for Supporting Documentation. All VENDOR and Third Party Supporting Documentation provided electronically shall be provided in a form and format that does not require CUSTOMER to purchase additional Third Party Software to view and print the Supporting Documentation.

3.9 Virus Free. VENDOR warrants that to the best of its knowledge there are no viruses, backdoor entries, time bombs, unauthorized programming, lockout devices or other disruptive technologies being shipped with deliverables, products or software in this Agreement. CUSTOMER will notify VENDOR in writing if it detects such disruptive technologies and will provide any information that it may have regarding the nature of such non- conformance. VENDOR will correct such non-conformance in a timely manner and at no cost to CUSTOMER.

SECTION 4 - DUTIES OF CUSTOMER

CUSTOMER shall provide pertinent information regarding its requirements for the project.

CUSTOMER shall examine documents submitted by VENDOR and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of VENDOR'S work.

SECTION 5 - TERM

The services to be performed under this Agreement shall commence upon execution of this Agreement and be completed on September 1, 2028. Extensions will be by amendment only.

SECTION 6 - PAYMENT

Payment shall be made by CITY only for services rendered and upon submission of a payment request upon completion and CITY approval of the work performed. In consideration for the full performance of the services set forth in the Scope of Services, CITY agrees to pay CONTRACTOR a fee in an amount of $140,500, pursuant to rates stated in Exhibit A.

SECTION 7 – TERMINATION

Without limitation to such rights or remedies as CUSTOMER shall otherwise have by law, CUSTOMER shall have the right to terminate this Agreement or suspend work on the Project for any reason, upon 90 days' written notice to VENDOR. VENDOR agrees to cease all work under this Agreement upon receipt of said written notice.

Either party may terminate this Agreement upon sixty (60) days prior written notice to the other in the event of the other's failure to cure a material breach within thirty (30) days after receipt of the terminating party's written notice of default concerning the same.

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SECTION 8 - OWNERSHIP OF DOCUMENTS

All documents prepared by VENDOR in the performance of this Agreement are and shall be the property of CUSTOMER, whether the project for which they are made is executed or not. Vendor retains ownership of all Vendor Intellectual Property that Vendor delivers to City pursuant to the Services performed. The right of City to use the Software and associated Software-related documentation is for City’s internal use only and limited to the field of use described in the Agreement. No title or ownership in the Software or Software-related documentation is transferred to City. City shall not copy or in any way duplicate the Software, except for necessary backup and archival procedures approved by Vendor in advance and in writing. Only City’s employees and necessary contractors acting in the proper scope of their services to City may access or use the Software or Software-related documentation. City shall not adapt, modify, reverse engineer, decompile, or disassemble, in whole or in part, any of the Software and/or any Software-related documentation.

SECTION 9 - CONFIDENTIALITY

All reports and documents prepared by VENDOR in connection with the performance of this Agreement are confidential until released by CUSTOMER to the public. VENDOR shall not make any such documents or information available to any individual or organization not employed by VENDOR or CUSTOMER without the written consent of CUSTOMER before any such release.

The following shall not be considered Confidential or Proprietary Information: (i) any information in the public domain at the time of its communication thereof to either party by the other party; (ii) any information which enters the public domain, through no fault of the receiving party subsequent to the time of its communication to the receiving party; (iii) any information which is obtained in good faith by either party from a third party, provided such third party is not bound by a confidentiality agreement with Vendor or Customer, as applicable; (iv) information that was already known to that party prior to the date of disclosure to that party; (v) information which the receiving party establishes was developed independently of confidential or proprietary information furnished to it; and (vi) information that is required to be disclosed to any court, government authority or regulatory authority or pursuant to requirement of any state or federal law.

SECTION 10 - INTEREST OF VENDOR

VENDOR covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services under this Agreement.

SECTION 11 - VENDOR'S STATUS

It is expressly agreed that in the performance of the services required under this Agreement, VENDOR shall at all times be considered an independent Vendor as defined in Labor Code Section 3353, under control of the CUSTOMER as to the result of the work but not the means by which the result is accomplished. Nothing herein shall be construed to make VENDOR an agent or employee of CUSTOMER while providing services under this Agreement.

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SECTION 12 – PERSONNEL REVIEW AND APPROVAL

VENDOR shall have the right to assign personnel to this Agreement, but CUSTOMER shall have the right of review of VENDOR’s personnel assigned to the project, including all subcontractors. This includes but is not limited to CUSTOMER’s ability to require a timely replacement.

VENDOR warrants that each person assigned to this Agreement will be for the duration of the project with full- time efforts except as specified or agreed to by CUSTOMER, or due to the following exceptions: illness, death, termination or resignation from VENDOR. No subcontractors shall be used on the project without the express written approval of CUSTOMER.

SECTION 13 - INDEMNITY

VENDOR agrees to hold harmless and indemnify City, its elected and appointed officials, employees, and agents from and against any and all claims, loss, liability, damage, and expense arising out of VENDOR’s performance of this Agreement, except those claims arising out of City’s sole negligence or willful misconduct. VENDOR agrees to defend City, its elected and appointed officials, employees, and agents against any such claims. The VENDOR’S duty to indemnify shall survive expiration or early termination of this Agreement. To the extent allowable by law, in no event shall either party’s aggregate liability under this Agreement exceed the Fees paid to Vendor under this Agreement. Neither party shall be responsible in any event for damages resulting from loss of data, loss of profits, and/or loss of use of product, or for any incidental, special, or consequential damages, even if advised of the possibility of such damages. This limitation of a party’s liability shall apply regardless of the form of action, whether in contract or tort, including negligence.

SECTION 14 - INSURANCE

VENDOR shall procure and maintain for the duration of the contract the insurance specified in Exhibit B of this agreement.

SECTION 15 - NONASSIGNABILITY

Both parties hereto recognize that this Agreement is for the personal services of VENDOR and cannot be transferred, assigned, or subcontracted by VENDOR without the prior written consent of CUSTOMER.

SECTION 16 - RELIANCE UPON SKILL OF VENDOR

It is mutually understood and agreed by and between the parties hereto that VENDOR is skilled in the performance of the work agreed to be done under this Agreement and that CUSTOMER relies upon the skill of VENDOR to do and perform the work , and VENDOR agrees to thus perform the work. The acceptance of VENDOR's work by CUSTOMER does not operate as a release of VENDOR from said obligation.

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SECTION 17 - WAIVERS

The waiver by either Party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law. The subsequent acceptance by either Party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other Party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance.

SECTION 18 - COSTS AND ATTORNEY FEES

Attorney fees in total amount not exceeding $5000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Agreement. The above $5000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this provision that neither party shall have to pay the other more than $5000 for attorney fees arising out of an action, or actions to enforce the provisions of this Agreement.

SECTION 19 - NON-DISCRIMINATION

VENDOR warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither VENDOR nor any of its sub-Vendors shall discriminate in the employment of any person because of race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, or age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act.

SECTION 20 – MEDIATION

20.1 Dispute Resolution. In the event of any dispute between the parties hereunder, the parties shall first attempt to resolve the dispute at the Project Manager level representing CUSTOMER and his/her equivalent representing VENDOR. If the dispute is not resolved at this level within ten (10) business days of the date the other party is first informed of the dispute in writing, the parties shall attempt to resolve the dispute at the City Manager level and his/her equivalent representing VENDOR. The use of the foregoing procedure is a condition precedent to the commencement of any mediation or other legal proceedings hereunder.

20.2 Mediation. Should any dispute arise out of this Agreement, any Party may request that it be submitted to mediation. The Parties shall meet in mediation within thirty (30) days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the Parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a “blindfold” process.

The cost of mediation shall be borne equally by the Parties. Neither Party shall be deemed the prevailing party.

No Party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than sixty (60) days, unless the parties extend the maximum time.

Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation. The

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parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed- upon service. The mediator shall be selected by a "blindfolded" process.

The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party.

No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than 60 days, unless the maximum time is extended by the parties.

SECTION 21 - LITIGATION

VENDOR shall testify at CUSTOMER'S request if litigation is brought against CUSTOMER in connection with VENDOR'S services under this Agreement. Unless the action is brought by VENDOR, or is based upon VENDOR'S wrongdoing, CUSTOMER shall compensate VENDOR for preparation for testimony, testimony, and travel at VENDOR'S standard hourly rates at the time of actual testimony.

SECTION 22 - NOTICES

All notices, requests, consents and approvals hereunder shall be in writing and shall be delivered with proof of receipt where official proof of receipt can be validated, postage prepaid, and addressed as follows:

To CUSTOMER: Peter K. Owen
City of San Mateo
330 W. 20th Avenue
San Mateo, CA, 94403

To VENDOR: Catalis Public Works & Citizen Engagement,
LLC
Attn: Mike LeBeau
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005

Either party may change its address or addressee for the purposes of this paragraph by notice. Notice given in accordance with this paragraph shall be deemed given when received.

SECTION 23 – TOBACCO FREE STANDARDS

CUSTOMER has adopted a policy which prohibits the use of tobacco products within CUSTOMER buildings, vehicles or on CUSTOMER property. VENDOR employees, subcontractors, or employees of subcontractors shall abide by the policy during the performance of this Agreement.

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SECTION 24 – TAXES

CUSTOMER shall be liable for all federal, state, municipal or other governmental taxes, duties charges or costs, however designated, now or hereinafter imposed, upon the Services and deliverables of this Agreement exclusive, however, of taxes based upon net income, gross income or net worth of VENDOR; taxes based upon the franchise of VENDOR; taxes based upon any equipment or software, other than that which is licensed in this Agreement, which are owned by the VENDOR; or taxes paid by or for any employee of the VENDOR. CUSTOMER reserves the right to review the tax charges and, in no event, will be responsible to pay more than is appropriate or actually paid under applicable law. VENDOR will pass on to CUSTOMER any tax refunds received with respect to the CUSTOMER’s previous payment or reimbursement of applicable taxes hereunder.

SECTION 25 – COOPERATION/FURTHER ACTS

The parties shall fully cooperate with one another in attaining the purposes of this Agreement and, in connection therewith, shall take any such additional further acts and steps and sign any such additional documents as may be necessary, appropriate and convenient as related thereto.

SECTION 26 – TRANSITION COOPERATION

Upon termination of this Agreement for any reason, VENDOR agrees to, upon CUSTOMER’s written request:

1. Provide sufficient efforts and cooperation to ensure an orderly and efficient transition of services to CUSTOMER or its contractor without degradation of the quality and level of VENDOR’s performance of its services to CUSTOMER.

2. Return to CUSTOMER all data records, logs and documentation in a mutually agreeable format, including full disclosure of the custom software code and system design, third party suppliers and other pertinent information about the services required to perform the Services for CUSTOMER.

3. Furnish phase-in training, and phase-in/phase-out services for up to ninety (90) calendar days after termination of this Agreement.

4. Negotiate in good faith a plan with a successor to determine the nature and extent of phase- in/phase-out services required. The plan shall specify a date for transferring responsibilities and shall be subject to CUSTOMER’s approval.

SECTION 27 – FORCE MAJEURE

Neither Party will incur any liability to the other on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond its reasonable control and without negligence of the Parties. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, acts of terrorism, floods, and earthquakes.

SECTION 28 - AGREEMENT CONTAINS ALL UNDERSTANDINGS; AMENDMENT

This document represents the entire and integrated agreement between CUSTOMER and VENDOR and supersedes all prior negotiations, representations, and agreements, either written or oral. Unless set forth herein, neither Party shall be liable for any representations made whether orally or in writing.

This document may be amended only by written instrument, signed by duly authorized representatives of both CUSTOMER and VENDOR.

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The documents constituting the Agreement between both Parties are intended to be complementary so that what is required by any one of them shall be as binding as if called for by all of them. The Exhibits shown below constitute a material part hereof, and are hereby incorporated by reference herein as part of this Agreement.

1. Exhibit A - Statement of Work and Fee Schedule

2. Exhibit B - Insurance Requirements

In the event of a disagreement between the various documents relating to this Agreement, the order of precedence shall be as follows (in order from most controlling to least controlling):

1. This Agreement

2. Statement of Work & Fee Schedule

SECTION 29 - GOVERNING LAW AND VENUE

This Agreement shall be governed by the laws of the State of California and, in the event of litigation, venue will be in the County of San Mateo.

[SIGNATURE PAGE FOLLOWS]

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Technology-Related Professional Service Agreement Page 12 of 16 Rev 5/24

IN WITNESS WHEREOF, CITY OF SAN MATEO and Catalis Public Works & Citizen Engagement, LLC have caused this Agreement to be executed as of the Effective Date by their duly authorized representatives, and hereto have accepted the terms, conditions, and provisions set forth above.

CITY OF SAN MATEO

VENDOR

Peter K. Owen
Director of Information Technology

Date Catalis Public Works & Citizen
Engagement, LLC
Mike LeBeau
Regional Sales Manager

Date

APPROVED AS TO FORM

Linh Nguyen
Assistant City Attorney
Date

Attachments:

Exhibit A - Statement of Work and Fee Schedule
Exhibit B - Insurance Requirements

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Technology-Related Professional Service Agreement Page 13 of 16 Rev 5/24

EXHIBIT A

STATEMENT OF WORK AND FEE SCHEDULE

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Catalis Order Form (v0325) 1
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph00000SLWo0IAH
Order Form Date: 7/23/2025

ORDER FORM

CUSTOMER INFORMATION
Customer: San Mateo, CA Phone: 650-522-7008
Primary Contact: Jenifer Forsythe

Address: 330 West 20th Avenue
San Mateo, CA 94403
System
Administrator:

Jenifer Forsythe
[email protected]

Billing Contact: Jenifer Forsythe ACH: ☐
Billing Email: [email protected] PO Required: ☐ PO No.: ___________ Billing Phone: 650-522-7008 Tax Exempt: ☐

Catalis Representative: Mike LeBeau, [email protected], 2032280034

TERM
Subscription Start Date: September 1st, 2025
The Subscription Start Date is the date the Software will be provisioned to the System Administrator. The Initial Term of the Subscription shall begin on the Subscription Start Date and will continue for three (3) years (“Initial Term”).

BILLING SUMMARY

1. Software Subscription Fees shall be billed up on the Subscription Start Date and annually in advance thereafter.

2. One-time Professional Services Fees shall be billed each month for services provided in the preceding month.

3. Invoices shall be due and payable within thirty (30) calendar days following invoice by Catalis.

PRICING
Pricing below is valid through August 31st, 2025. Pricing is subject to change after this date.

1. Software Subscription Fees
Year 1 Year 2 Year 3
Request Management Enterprise- SaaS License
Unlimited Users
Annual Subscription
Training - Catalis Academy subscription
Support – full access to Catalis Support
Citizen Branded app – iOS & Android –
updates and changes
Performance Transparency Dashboards –
updates and changes
Integration support and maintenance – ESRI
ArcGIS, Cartegraph
Maintenance, Upgrades & API access
$38,500.00 $38,500.00 $38,500.00
Total Subscription Fees $38,500 $38,500 $38,500

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Catalis Order Form (v0325) 2
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph00000SLWo0IAH
Order Form Date: 7/23/2025

2. One-Time Professional Services Fees

Request Management Enterprise Implementation
Dedicated Catalis PM until product launch
Training – Administrative training – Virtual
Citizen Branded app design and launch
Build, setup, configuration and support of product integrations – ESRI ArcGIS & Cartegraph Transparency Dashboard setup and configuration
$25,000.00
Onsite Kickoff and/or Training (optional)
2 days minimum
$2,500.00/day
Total One-time Fees $25,000.00
If Catalis anticipates any aspect of the One-Time Professional Services to exceed the above estimate(s) by ten percent (10%) or more, Catalis will advise Customer, and secure a written agreement to proceed with said overage. Customer agrees to pay Catalis for any overage hours at the same rate(s) quoted and according to the terms of this Work Order. Catalis will invoice Customer each month for services provided in the preceding month.

TERMS AND CONDITIONS

General Notes:

1. The Parties agree to keep all aspects of this agreement confidential to the extent permitted by law.

2. Order Form line items represent estimates based upon initial evaluation of project complexity and duration. The actual time to complete the scope of work may vary. The Pricing listed above is estimated based on the information available to Catalis at the time of the making of this Order Form.

3. Following adoption of this Order Form, changes to the Statement of Work must be memorialized with a written Amendment or Work Order, without regard to whether the change affects costs, and must be approved in writing by Catalis and the Customer. If the changes impact cost, an estimate of the cost impact shall be included. Any cost for future Professional Services, customizations, modifications, or integrations shall be provided at the Catalis standard hourly services rate. The Statement of Work shall be subject to the terms of this Agreement.

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Catalis Order Form (v0325) 3
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph00000SLWo0IAH
Order Form Date: 7/23/2025

ACCEPTANCE
By signing below, signatories represent that they are validly authorized to enter into this Order Form and accept their terms and conditions. The Order Form is dated effective and shall be considered binding upon execution (“Effective Date”) by and between both parties.

San Mateo, CA:

By: _______________________________________
Name: _______________________________________
Title: _______________________________________
Date: _______________________________________

CATALIS PUBLIC WORKS & CITIZEN ENGAGEMENT, LLC:

By: _______________________________________
Name: _______________________________________
Title: _______________________________________
Date: _______________________________________

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Catalis Order Form (v0325) 4
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph00000SLWo0IAH
Order Form Date: 7/23/2025

City of San Mateo AGREEMENT WITH Catalis Public Works & Citizen Engagement, LLC

FOR MASTER TECHNOLOGY-RELATED PROFESSIONAL SERVICES PLACEHOLDER

SCHEDULE A: SOFTWARE DESCRIPTION AND SCOPE OF USE

Your SaaS license of RME includes – Unlimited licenses/users, call center access, resident portal, resident branded app (iOS & Android) interactive reporting (public and internal), access to Catalis academy, API access (includes documentation & support), maintenance, hosting, support and product upgrades. A dedicated customer success manager will be provided for you following launch of the product. San Mateo will have access at all times to 2 different environments – production and development.

Integrations – following the build and launch of the integrations discussed in Schedule B, Catalis will provide support and the necessary maintenance.

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Catalis Order Form (v0325) 5
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph00000SLWo0IAH
Order Form Date: 7/23/2025
SCHEDULE B: PROFESSIONAL SERVICES - ONE-TIME SCOPE OF WORK

Phase 1: Introduction
After signing the contract, your sales contact will introduce you to your project managers on the Catalis team. You will schedule an initial kick off call to discuss the timeline of the project.

Meet Your Project Management Team! – This is the first call you will have with your project managers from Catalis. The discussion will involve all project leads on your end. Your project managers from Catalis will go over the phases of this project and the requirements needed in order to get Request Management Enterprise up and running. Any outside integrations will be discussed during this time. While this is being discussed a timeline will be built out based upon your f ull launch date.

Kick off Meeting –During this kick-off meeting, your project managers from Catalis will give a presentation to your departments and other stakeholders showing how they can greatly benefit from using Request Management Enterprise.

Your project managers will answer any questions the departments may have during this time. Following the presentation, the Catalis team will meet with additional stakeholders to discuss their involvement.

Administrator Training – Our PM will be in touch with you and your “admin” users to schedule a times for onsite training to take place. This first session, Administrator Training, is directed towards power users of Request Management Enterprise.

These will be users who will be making additions, changes, or overlooking Request Management Enterprise. During this webinar you will get a much better understanding of how the requirements needed for implementation will drive the performance of Request Management Enterprise. You will be provided with an in-depth view of how Request Management Enterprise works. The PMs will give many examples and answer any questions you may have during this call. These sessions are followed by additional sessions as the project moves along.

Phase 2: Implementation
During your introductory call with your project managers from Catalis, they will provide you with a list of requirements needed for implementation. They will work with you and other departments to gather this data. A call will be setup between your IT and GIS departments to discuss additional data the Catalis team will need. The minimal data needed for implementation will be:

Phase 1
Introduction
Week 1
Phase 2
Implementation
Week 1 - 6
Phase 3
Intergations &
Configurations
Week 6-12
Phase 4
Branded App
Week 10-14
Phase 5
Training, Soft Launch
Week 14-16
Phase 6
Full Launch
Week 18

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Catalis Order Form (v0325) 6
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph00000SLWo0IAH
Order Form Date: 7/23/2025
• Importing historical/previous data – Fargo can provide previous data in csv/excel format for Catalis to import into the new system.
• Users List – A list of users who will be using Request Management Enterprise. This will be anyone receiving notifications or entering calls into Request Management Enterprise. Their email addresses will need to be provided. If you will be using SSO with ADFS or Azure AD please provide this list. • List of Departments – A full list of departments at your municipality. Request Management Enterprise can report on Service Request Types and the responsible department. • Service Request Types – Service requests are requests for help; service request types are the reasons that help is necessary. They also are key items for which an organization needs data to report on to enhance services and performance.
• Routes – Routes are the departmental experts - individuals or groups - responsible for resolving service requests.
• Escalation Routes – Additional routes that will be notified if the request hasn’t been taken care of during a certain time period. You will decide on this time frame and who will be notified. • GIS Layers – Your Project Managers from Catalis will work with your GIS departments on the integration of GIS layers via ESRI.

Product Enhancements
• Knowledge Base Articles - A knowledge base is a centralized repository for information, a database of related information about a particular subject. Similar to Frequently Asked Questions, this will be built out to related Service Request Types.
• Prompts & Scripts – Information that is related to a request type that may provide you with information to give out to a submitter or with questions to help you collect information. • Notification Content - This is information about request resolution expectations, for example, that an organization can “push” to submitters. It is delivered in the initial receipt email when notifications are enabled.
• Custom Fields - A field type that you can create to collect data that Request Management Enterprise doesn’t.
• Reusable Comments - Information snippets that you may use over and over again. You can add your own or use a global comment that has been added for everyone’s use. • Schedule Reports – Reports can be custom built and delivered at your schedule. • “Places” Lookup - A place is a landmark, place, or building that is more known by name than address.

Rather than searching for an address, citizens can search by Places when entering the location of a request.

Phase 3: Configuration & Integrations
If there are any integrations, including Cartegraph, Catalis Public Works and Citizen Engagement, LLC will work with you and your third-party vendor to build out this integration. A sandbox environment will be created to build and test this data within Request Management. This is so that the integration testing will not take up any capacity on your day-to-day

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Catalis Order Form (v0325) 7
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph00000SLWo0IAH
Order Form Date: 7/23/2025
operations on a live Request Management platform. Once the testing is complete, and the integration is ready for production, it will have to be recreated on the main, live platform.

During this phase, Catalis Public Works & Citizen Engagement, LLC will work with you on setting configurations within Request Management. These configurations will include:
• Administrator Training 2 – This training will entail more of the back end configuration settings. • Setting up a Request Management Email Address – This will be to send out notifications to your submitters and citizens who have notifications enabled.
• Build Email Templates – By default Request Management will provide canned email templates. You will have the option to build these out and brand them to best fit your municipality. • SSO setup – Connect to your Azure AD or ADFS environment. • Enable Auto-Call/SMS – Setting up Request Management with phone numbers for auto -call back and text messaging.
• Develop a Call Script – With Auto-Call turned on you will develop text associated with your municipality. • Configure Calendar on Escalations – Setting up calendar to eliminate escalation count on weekends or holidays.

Phase 4: Branded App
Your branded app integrates with your installation of RME to allow your citizens to submit requests for service from their smart phone or tablet and show you the problem by sending a photo of the issue. This is key element, but you don’t have to stop there. There’s really no limit to what you can incorporate into your app. You will work with the Catalis team on deciding which additional app elements work best for your municipality. The Web Design team from Catalis will work closely with you building out the following:
• App Name - Try to relate your title to your organization or your project with a name that promotes your town/city, if applicable, or some interaction between you and your citizens. • Splash Screen Image - The first screen image of your app that users see as it loads, opens and takes you to the home screen.
• Images – Images that can be changed on demand that show off your municipality. • Icon - Essentially your app logo.
• Buttons or App Elements – Aside from submitting a request, what else would you like the app to do for your citizens.

Building out the branded app typically takes 4-6 weeks from start to publish. This can begin during the early phases of the project. Client must have their own developer account with Apple so we can publish the app on your behalf.

Phase 5: Training & Soft Launch
Training dates will be set up for you and your staff planning to use Request Management Enterprise. his can include onsite training or online webinars from our Educational Department. You and your staff will have full access to Catalis Academy,

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Catalis Order Form (v0325) 8
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph00000SLWo0IAH
Order Form Date: 7/23/2025
which offers several learning opportunities. The Academy offers online training courses consisting of videos and live online webinars. During this phase you and your team will
• Set Date for Training (if purchased) – Either onsite or online. • Provide Memo to Your Users about Request Management Enterprise • Distribute Info about Prerequisite Training – Catalis Academy will guide your team through a process that's meant to help more easily grasp the new software and processes you're going to put into place. This is done before onsite training begins.
• Onsite Training (optional add-on) - Onsite training is optimal for 12 to 15 users • per session, and the Educational Department will hold three two-hour sessions in a day, by role or point of entry into Request Management Enterprise. All sessions are hands-on and interactive, with games and exercises designed to enhance retention. If onsite training was not purchased, full access will be provided to the Catalis Academy
• Soft Launch – You are now live! Directly after training your soft launch will begin.

During the Soft Launch Phase your staff will be adding calls and requests into Request Management Enterprise. This is the time where your staff will become familiar with the features and benefits of Request Management Enterprise.

Phase 6: Full Launch
Congratulations! At this final stage you will begin the rollout and announcement of Request Management Enterprise to the public! Catalis’s marketing team will be in touch during this time to discuss and develop ways to market Request Management Enterprise and your branded mobile app to your community. This exciting phase will include:
• Request Management Enterprise Webform – Introducing the Request Management Enterprise webform onto your municipal website. You will work with the Catalis team to decide on which elements you want to include or make a requirement on the webform. The webform is responsive and will be styled to match your website. • Marketing – Discuss outboard marketing campaign. Some of these methods will include reaching out to local news outlets, connecting to your citizens through social media and more.

After the Full Launch has been deployed you will be introduced to your customer success you’re your dedicated CS manager and others from the Catalis team will regularly be in touch to setup reviews and schedule additional training as needed.

Post Launch – 6 Month Review
Now that you are live, the Catalis Public Works & Citizen Engagement, LLC team will reach out to schedule a call to go over an in-depth review of your installation. During this call, the following will be discussed:
• Request Management Review – An in-depth look at your installation of Request Management. Your Project Manager will see which features you are utilizing, and which features you could benefit from. • Questions – Any questions you have with Request Management. Please feel free to reach out prior to as well! • Product Improvements – This will be suggestions you may have for changes or additions to Request Management.

We are always looking for ways to make the Request Management platform all -encompassing in terms of satisfying the needs of our clients.

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Catalis Order Form (v0325) 9
Catalis
3025 Windward Plaza, Suite 200
Alpharetta, GA 30005
No.: 006Ph00000SLWo0IAH
Order Form Date: 7/23/2025
Product Updates – New features that will be introduced with the next update to Request Management.

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EXHIBIT B
Insurance Requirements for Vendors

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
(Not required if consultant provides written verification it has no employees)

4. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.

Technology Professional Liability Errors and Omissions Insurance appropriate to the Consultant’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Agency in the care, custody, or control of the Vendor. If not covered under the Vendor’s liability policy, such “property” coverage

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of the Agency may be endorsed onto the Vendor’s Cyber Liability Policy as covered property as follows:

If the Vendor maintains broader coverage and/or higher limits than the minimums shown above, the Entity 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 Entity.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Vendor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

Primary Coverage
For any claims related to this contract, the Vendor’s insurance coverage shall be primary and non-contributory.

Coverage for commercial liability shall be at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the Vendor’s insurance and shall not contribute with it. This requirement shall also apply to any Excess policies.

Notice of Cancellation
Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the Entity.

Waiver of Subrogation
Vendor hereby grants to Entity a waiver of any right to subrogation which any insurer of said Vendor may acquire against the Entity by virtue of the payment of any loss under such insurance. Vendor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Entity has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the CONSULTANT to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to the Entity.

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Verification of Coverage
Vendor shall furnish the Entity with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements and copies of the Declarations & Endorsements pages are to be received and approved by the Entity before work commences.

However, failure to obtain the required documents prior to the work beginning shall not waive the Vendor’s obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Subcontractors
Vendor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Vendor shall ensure that Entity is an additional insured on insurance required from subcontractors.

Special Risks or Circumstances
Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

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CITY OF SAN MATEO

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 18 Section Name: CONSENT CALENDAR Account Number: 10-1711 File ID: 25-10193 TO: City Council
FROM: Prasanna W. Rasiah, City Attorney
PREPARED BY: City Attorney's Office
MEETING DATE: August 18, 2025
SUBJECT:

Housing Set Aside Fund — Appropriation
RECOMMENDATION:

Adopt a Resolution approving a supplemental budget appropriation of $250,000 of unassigned fund balance from the General Fund to increase transfers out from the General Fund to the Housing Set Aside Fund (Fund 130) to increase the budget for affordable housing developments.

BACKGROUND:

The adopted budget for Fiscal Year (FY) 2025-26 includes a $1,100,000 transfer from the General Fund to the Housing Set Aside Fund, consistent with Housing Element Policy 1.2. This Policy calls for setting aside 20 percent of general fund property tax revenues from former RDA areas (aka “Boomerang Funds”) as well as the Affordable Housing Commercial Linkage Fee Funds. The Housing Set Aide Fund is used to create and preserve affordable housing, and the current balance is $7,487,084. As part of a settlement agreement with the Housing Action Coalition, which sued the City over adoption of the Housing Element, the City tentatively agreed to transfer an additional $250,000 to the Housing Set Aside Fund. The proposed appropriation action would fulfill that commitment.

BUDGET IMPACT:

An appropriation of $250,000 of unassigned fund balance from the General Fund (Fund 100) to increase transfers out to the Housing Set Aside Fund (Fund 130) will result in a new balance in Fund 130 of $7,737,084 for Fiscal Year 2025-26.

There is sufficient unassigned fund balance in the General Fund for this appropriation.

ENVIRONMENTAL DETERMINATION:

This Resolution is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 – Proposed resolution

STAFF CONTACT
Prasanna W. Rasiah, City Attorney
[email protected]
(650) 522-7020

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CITY OF SAN MATEO
DRAFT RESOLUTION NO. ____ (2025)
AUTHORIZE A SUPPLEMENTAL BUDGET APPROPRIATION OF $250,000 OF UNASSIGNED FUND BALANCE FROM

THE GENERAL FUND TO INCREASE TRANSFERS OUT TO THE HOUSING SET-ASIDE FUND WHEREAS, the Housing Set-Aside Fund (Fund 130) is used to create and preserve affordable housing, and the Fiscal Year 2025-26 adopted budget includes a transfer of $1,100,000 from the General Fund (Fund 100) to the Housing Set-Aside Fund consistent with Housing Element Policy 1.2; and WHEREAS, an additional transfer from the General Fund to the Housing Set-Aside Fund of $250,000 is proposed in order to fulfill a provision of a settlement agreement with the Housing Action Coalition, which had sued the City regarding its adopted Housing Element.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN MATEO, CALIFORNIA, HEREBY RESOLVES that:

1. This resolution is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).).

2. The Council authorizes the supplemental budget appropriation of $250,000 from unassigned fund balance from the General Fund to increase transfers out to the Housing Set-Aside Fund (#130) to increase the budget for affordable housing creation and preservation.

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CITY OF SAN MATEO
5 9
3 0

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 19 Section Name: OLD BUSINESS Account Number: 10-4662 File ID: 25-10243 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: Public Works Department
MEETING DATE: August 18, 2025
SUBJECT:

Train Quiet Zone Project Status — Update
RECOMMENDATION:

Receive a staff presentation on the status of the Train Quiet Zone implementation efforts and provide feedback.

BACKGROUND:

Since 2017, reducing train horn noise impact on residents at City at-grade crossings has been a priority for City Council.

Staff presented potential approaches to establishing a “Quiet Zone” in August 2018, January 2020, June 2023, and most recently, in July 2024. The plan focuses on implementing Federal Railroad Administration – approved safety measures at specific crossings at E. Bellevue Avenue and Villa Terrace.

From the July 2024 meeting, staff received direction on the following items:

1. Conduct additional outreach with residents directly impacted by the proposed improvements, particularly those living along E. Bellevue Avenue – Completed

2. Coordinate with Public Safety (Fire and Police) to assess access points and emergency response times – Completed

3. Evaluate the feasibility of a temporary closure at E. Bellevue Avenue – Completed FRA Requirements
The Federal Railroad Administration (FRA) mandates train horn usage along the railway and has established requirements that allow for cities to implement a “Quiet Zone” to restrict the use of train horns along train corridors. In order to establish a Quiet Zone, a city must implement FRA-approved safety measures at a number of at-grade crossings within the proposed segment. FRA-approved safety measures include upgraded four-quadrant gates (as opposed to the standard two-quadrant gates currently used in the City), concrete medians, street closures, and one-way street conversions.

In addition to implementation of FRA-approved safety measures, cities must certify that the FRA-approved safety measures sufficiently mitigate the increased risk of collision resulting from restricting train horns, based on a collision risk assessment. To establish a Quiet Zone, the “Risk Index” for the proposed segment of rail corridor must be lower as a percentage score than 100 percent, as determined through FRA risk index calculation tools. Eligibility of an established Quiet Zone is reassessed periodically through the FRA’s risk assessment process, as the proposed segment’s risk index may change based on changes to traffic volumes or in case of any collisions at the at-grade crossings.

It is important to note that should a Quiet Zone be established, train horn noise will not be completely eliminated as Caltrain is still permitted to sound horns at station platforms for operational and safety purposes as required by the FRA.

Caltrain may also sound horns in emergency situations to alert animals, vehicle operators, pedestrians, trespassers, or crews on other trains and near construction sites.

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Proposed Plan
The proposed Quiet Zone would extend from Villa Terrace to Hayward Park. Since the rail crossings south of Hayward Park Station are already grade-separated and do not require horn sounding, implementation of the Quiet Zone would, in effect, cover the entire city.

To achieve this, staff has focused on upgrading the City’s at-grade crossings. New four-quadrant gates at 4th and 5th Avenues have been installed and are currently awaiting final certification from the California Public Utilities Commission (CPUC). Of the remaining at-grade crossings where rail improvements are most feasible, staff is currently evaluating additional safety enhancements at the Villa Terrace and E. Bellevue Avenue crossings, including consideration of four- quadrant gates, complete closures of both crossings, or closure of Villa Terrace and extended medians on E. Bellevue Avenue.

In July 2024, during the presentation to City Council, staff recommended maintaining the Risk Index below 90 percent to provide a buffer against potential future modifications to FRA guidelines, fluctuations in traffic and accident data used in risk calculations, and possible increases in Caltrain train volumes. Between 2024 and 2025, the calculated Risk Index increased (meaning the Risk Indices got closer to 100 percent and therefore provide less of a buffer for future modifications in FRA’s standards) across all proposed scenarios for implementing the Train Quiet Zone improvements, as shown in Table 1 below.

Table 1: FRA Risk Index for proposed improvement scenarios – 2024 vs. 2025 Option Scenarios Risk Index 2024 Risk Index 2025
1 Quad gates at Villa Terrace and E. Bellevue Avenue 89% 98% 2 Closure at Villa Terrace and E. Bellevue Avenue 79% 89% 3 Closure at Villa Terrace and medians at E. Bellevue Avenue 84% 95% Staff attributes the increase in the Risk Index to a rise in train traffic along the corridor. Since both Option 1 and Option 3 exceed staff’s recommended risk threshold of 90 percent, neither option is being recommended for Train Quiet Zone implementation, leaving full closure of both Villa Terrace and E. Bellevue Avenue as the only option that reduces the Risk Index below 90 percent.

Updated Traffic Impact Study
In 2023, a Traffic Impact Study was completed to analyze the potential effects on the transportation network for Option 2 (full closures at both Villa Terrace and East Bellevue Avenue) and Option 3 (closure at Villa Terrace and installation of a median at East Bellevue Avenue).

In 2025, City staff and their traffic consultant, Kittelson & Associates, conducted a supplemental study, which confirmed the same findings as the 2023 analysis. Based on community feedback, the 2025 study also included five additional intersections along North Claremont Street. Traffic counts were collected from Tuesday, May 13, through Thursday, May 15, while schools were in session.

The results of both the 2023 and 2025 studies indicate that the Level of Service (LOS) at the analyzed intersections remains within the City’s adopted thresholds, as outlined in the 2020 Transportation Analysis Guidelines and General Plan.

The supplemental study further determined that North Claremont Street is not eligible for traffic calming measures, as the 85th percentile speed was not more than six miles per hour over the posted speed limit. However, the study also evaluated potential improvements at the intersections of North Claremont Street with State Street and East Bellevue Avenue. It recommends implementing an all-way stop and marked crosswalks at the intersection with State Street and marked crosswalks at the intersection with East Bellevue Avenue.

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Public Outreach and Education
To engage the community further following the July 2024 City Council meeting, staff conducted a second round of extensive outreach to gather feedback and further inform residents about the proposed Project. These recent efforts built upon and expanded the outreach conducted in 2024, with more focus on understanding how that feedback varied among residents on specific side streets, namely on Villa Terrace and East Bellevue Avenue, the streets most directly impacted by the proposed changes.

Staff’s comprehensive outreach strategy included a variety of methods to reach a broad spectrum of residents and businesses:
Bilingual outreach materials: Approximately 5,000 mailed notices (an increase from 3,000 in 2024), e-news updates, and physical posters were distributed at project sites, ensuring accessibility to the City’s diverse language communities.
Coordination with local stakeholders: Staff partnered with neighborhood schools and property management companies to disseminate information and encourage participation from residents directly affected by the proposed improvements.
City social media platforms: Project updates were shared across Twitter (X), Instagram, Facebook, Nextdoor, and the City’s website to amplify outreach and increase awareness. Direct engagement: Staff conducted door-to-door outreach at over 250 homes to engage with residents personally, answer questions, and gather input on their concerns and preferences. Online community survey: The community survey was updated to include a location-based question, allowing staff to better identify and understand feedback from residents living directly along Villa Terrace and East Bellevue Avenue.

To allow more time for community feedback, staff extended the survey deadline to August 12, 2025. This agenda report presents the results of the survey as of August 5th, 2025, which was the original end date of the survey. An updated summary of the survey results will be presented to the City Council as part of the August 18th presentation.

As of August 5, 2025, the community survey received responses from 143 residents. The survey asked participants to provide input on three proposed options:
Option A: Closure at Villa Terrace and installation of a median at East Bellevue Avenue Option B: Full closures at both Villa Terrace and East Bellevue Avenue Option C: None of the above (No Train Quiet Zone established) Consistent with the results of the 2024 survey, the most recent feedback showed strong support for Option B, which proposes full closures at both locations. Specifically, 63 percent of respondents from Villa Terrace supported double closures, while 67 percent on E. Bellevue Avenue supported the double closure option as shown below in Table 2.

Table 2: Survey Summary for Support of Proposed Improvement Options Location of Survey
Participant Option A Option B None of the Above Total
E. Bellevue Avenue 4 17% 16 67% 4 17% 24
Villa Terrace 1 6% 10 63% 5 31% 16
Other 26 25% 47 46% 30 29% 103
Total 31 22% 73 51% 39 27% 143
Staff conducted a public outreach meeting on August 4, 2025, at the King Center to gather additional feedback from community members on the proposed implementation options. The meeting included Spanish interpretation services and offered a remote attendance option to ensure broader accessibility. A total of 27 community members attended in person, and 15 participated remotely.

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In contrast to the survey results, attendees at the meeting expressed strong opposition to both presented options and were vocal in their support for the implementation of quad-gates. There was more opposition to the closure at E. Bellevue Avenue than Villa Terrace, and there was more opposition to the medians than the closure at E. Bellevue Avenue. The majority of attendees raised concerns about potential traffic congestion on alternate routes, restricted vehicle movements, and the loss of parking associated with the proposed medians. Additional concerns included impacts to driveway access, visibility of the medians, and overall traffic circulation and management. They expressed interest in piloting a closure on E. Bellevue Avenue.

Budget Updates
In July 2024, construction cost estimates presented to Council totaled approximately $800,000, with $400,000 for the closure at Villa Terrace and $400,000 for the closure at E. Bellevue Avenue. At the time, these figures reflected the known construction cost estimates for the City’s scope of work at both railroad crossings. However, for closure-related improvements, the estimates did not include: (1) work required by Caltrain for activities within their right-of-way, and (2) Caltrain’s own upgrades to signals and warning devices. These additional costs were assumed to be minimal and expected to be either absorbed within the existing project budget or covered through a minor budget adjustment request in the upcoming fiscal year.

Caltrain’s most recent cost estimates for the closure alternatives are significantly higher than previously anticipated. At Villa Terrace, the estimate increased from $400,000 to approximately $1,730,000. This includes an additional $730,000 for Caltrain’s signal modifications and required safety improvements, as well as $600,000 for work the City must complete within Caltrain’s right-of-way (ROW). In addition to general demolition, the City’s scope within Caltrain’s ROW primarily consists of concrete and asphalt removal, along with the removal of non-essential signage and pavement markings.

While estimates for E. Bellevue Avenue are not yet finalized, they are expected to be similar to that of Villa Terrace, with a slight increase to account for additional coordination with Union Pacific Railroad. Staff can develop an estimate of improvements at E. Bellevue Avenue with Caltrain following receiving City Council direction on whether to proceed with a closure. These estimates are on the conservative side and staff has been working closely with Caltrain to refine and validate the costs. Given that the project is still in the early design phase, maintaining a more conservative contingency is prudent to help mitigate the risk of future budget impacts.

At present, the City’s existing budget of $1,250,000 is insufficient to fund all of the improvements required to qualify for a Quiet Zone. Table 3 indicates updated estimates for the Proposed Quiet Zone Implementation and includes full cost for implementation with staff, design and construction management cost for complete closures at both Villa Terrace and E.

Bellevue Avenue.

Table 3. Updated Estimates for Proposed Quiet Zone Implementation Task Estimated Cost
Staff Cost $ 75,000
Design Cost $ 250,000
Construction $ 3,580,000
Constr. Management $ 150,000
Total $ 4,055,000
Staff anticipates the need for an estimated General Fund budget increase of $2,805,000 (Closure at Villa Terrace and E.

Bellevue Avenue) based on the existing available budget of $1,250,000.

Funding and Coordination Efforts
Given the unexpected funding gap, staff have been working diligently to identify mitigation measures to support the implementation of the Train Quiet Zone within the previously anticipated timeframe of calendar year 2026. These efforts include seeking external funding sources and exploring alternative delivery strategies for the proposed improvements.

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The California Public Utilities Commission (CPUC), in coordination with the California Department of Transportation (Caltrans), has offered Section 130 funding for the proposed closure at Villa Terrace. Section 130 is a federally funded program aimed at reducing fatalities at railway crossings. This funding would cover all related construction costs for both the City and Caltrain. However, to receive the funds, both agencies must follow a federally mandated process through Caltrans, including specific phase authorizations and procurement procedures.

Caltrain has indicated that their implementation schedule could be upwards of 18-30 months after receiving Section 130 authorization. Because both the City and Caltrain must fulfill all program requirements before construction funds are released, this could delay the Train Quiet Zone Program implementation until as late as mid-2028. Staff is working with CPUC and Caltrain to evaluate opportunities to shorten this timeline and achieve implementation by late 2027.

In addition, staff are evaluating opportunities to phase the improvements to establish a Quiet Zone sooner. Namely, this would involve establishing a Quiet Zone concurrent with closure of the street, while remaining construction work within Caltrain right-of-way could occur post-implementation of the Quiet Zone (it is important to note that during this construction phase, horns would be sounded as trains approached and passed through the construction zone). On August 4, 2025, staff met with key stakeholders to assess the feasibility of a phased implementation and received general concurrence for the closure concept. Participating stakeholders included the Federal Railroad Administration (FRA), California Public Utilities Commission (CPUC), California Department of Transportation (Caltrans), Caltrain Joint Powers Board (JPB), and Union Pacific Railroad (UPRR). Given the consensus among stakeholders, staff believes there is a clear path forward for implementing the closure improvements and achieving Train Quiet Zone designation.

Section 130 funding can be utilized to cover construction-related costs at Villa Terrace; however, a funding source has yet to be secured for the full closure improvements within Caltrain’s right-of-way at East Bellevue Avenue. Staff will actively pursue additional Section 130 funding for a potential closure at E. Bellevue Avenue. However, funding projections for FY 2025-26 will not be available until November 2025. Staff remain in regular communication with CPUC and will update the City Council as additional information becomes available. In addition to pursuing Section 130 funding, as part of the San Mateo County Transportation Authority’s (SMCTA) ongoing Grade Separation Program, the SMCTA is reaching out to jurisdictions along the Caltrain corridor to gauge interest in closing existing at-grade crossings. Staff has initiated contact with SMCTA representatives to explore whether E. Bellevue Avenue might qualify for funding support under this program.

However, if external funding is not secured, a local funding match of approximately $1,000,000 may be required to achieve a Quiet Zone.

COUNCIL FEEDBACK:
Does Council support moving forward with closure of both Villa Terrace and E. Bellevue Avenue? Does Council support securing Section 130 funding for the Villa Terrace closure from CPUC and Caltrans and pursuing additional Section 130 funding for the East Bellevue Avenue closure? Does Council support utilizing local funding (General Fund or other appropriate sources) to support improvements if outside funding opportunities are not available?
BUDGET IMPACT:

There is no budget impact due to the presentation of this informational item. These planning efforts and budget for potential future implementation of FRA-approved safety measures at Villa Terrace and E. Bellevue Avenue are funded through the Train Quiet Zone Project (462205).

ENVIRONMENTAL DETERMINATION:

This Council action is statutorily exempt from the preparation of environmental impact documents, because it involves the planning for possible futures actions which have not been approved, adopted, or funded. (CEQA Guidelines Section 15262.)

NOTICE PROVIDED
All meeting noticing requirements were met.

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ATTACHMENTS
Att 1 – Public Comment
Att 2 – Traffic Exhibits

STAFF CONTACT
Jimmy Vo, Engineering Manager
[email protected]
(650) 522-7319

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Dear “Quiet Zone” Decision Makers and Councilmembers,

We are writing to make sure that all decision makers are very clear on why we, the residents of this affected North Central neighborhood, stand together as stakeholders against the closure of Villa Terrace and East Bellevue Ave and feel that traffic flow in our high density neighborhood should be of the utmost priority. The residents of North Claremont, State Street and Villa Terrace, east of the railroad tracks will be majorly impacted by the closure of the railroad crossing.

With that being said, these are the reasons why neither of those streets should be closed.

● Closing E. Bellevue and Villa Terrace will create cul-de-sac style streets and push traffic onto North Claremont and Woodside Way as the only outlets. In turn this will create an even bigger traffic mess as two of North Claremont's intersections are offset.

● The traffic study did not include any of the immediate streets east of the closures.

● North Claremont was not included in the study and it needs to be noted that the intersection of North Claremont and Peninsula is offset or setback causing viability interference and making turning West/NorthWest onto Peninsula an exceptional challenge and many residents go to Villa Terrace to turn Northwest onto North San Mateo Drive.

● The fact that the traffic study did not include the fact that two of North Claremont’s intersections are offset which causes turning left to go West and Northwest demonstrated that the study is not valid.

● There is also a bus stop at North Claremont and Peninsula also blocking traffic at times, again people use Villa Terrace as an alternative.

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● It should be noted that because of the changes to North San Mateo Drive taking away a lane of head on traffic, cars have difficulty getting through the intersection in one signal light sequence and many times now need to wait through many sequences because not as many cars can empty through the intersection as before. More cars would be using North San Mateo Dr together with Poplar and Peninsula as all cars will be pushed to use those arteries in both directions.

● We, the residents and the stakeholders, use the crossing at Villa Terrace to ride our bikes and walk to avoid the high volume traffic on Peninsula Ave and East Poplar as well as using it for quick access to the west side of the tracks and going north and Northwest.

● The horn will still need to be blown at Peninsula Ave, so the quiet zone impact will be minimal and only gain a small area. The horn will continue to be blown from Burlingame Ave all the way to Peninsula Ave again making it only a small gain of a quiet zone.

● Closing these streets, cuts off students from their neighborhood schools and discourages walking to school, creating more traffic on Peninsula Ave and East Poplar. Students would be forced to walk and ride their bikes on busy streets instead of quiet, non congested streets making them the targets of accidents and crime.

● The train and the horn were there before any of the current residents living in the area, so that all residents were fully aware of the train and any noise when they chose to move to the area.

● No decisions should be made unless the decision makers personally drive around and become familiar with the streets affected by these closures.

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● Our neighborhood has one of the most densely populated in San Mateo and it continues to tear down houses and build condos, making it even more dense and if the city is focusing on train noise over traffic flow there is a disconnect in the city planning.

● Even residents on the west side of San Mateo will be affected by this as Villa Terrace and East Bellevue are alternatives to travel east instead of turning left onto El Camino or driving on Peninsula Ave and East Poplar which are major congested streets.

● Our increasingly dense neighborhood is plagued with illegal parking and oversized vehicles close to corners blocking oncoming traffic views on a regular basis. All of this results in prolonged travel times and dangerous driving situations and that is why residents seek corners with good visibility like that corner of North San Mateo Drive and Villa Terrace and East Bellevue to go North or West which makes for safer driving and less accidents.

● Our streets are very densely parked and increased traffic will cause more accidents as residents already have limited visibility when pulling out of driveways.

● We do not want more stop signs or traffic lights, we want flow of traffic.

● Traffic flow should be the priority of decision making in San Mateo.We want traffic flow, pedestrian walkways on non congested streets and not a “Quiet Zone”.

We invite you to drive through the streets and see for yourself.

With Regards,

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Traffic Impact Study - Findings
• Vehicle, Pedestrian & Bicyclist Travel Time
• Based on sample routes in the double closure option:
• Average increase of approximately 1-2 minutes of vehicle travel time • Average increase of approximately 3 minutes of walking time • Average increase of approximately 2 minutes of biking time 26Recap of Council Direction - Traffic
Start: Highland Avenue
End: Woodlake Shopping
Center/Safeway
Start: San Mateo Drive
End: San Mateo High School
Start: San Mateo High School
End: San Mateo Park Elementary School

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Traffic Calming Evaluation – Claremont St
• Recommendations based on updated 2025 counts and in
response to community feedback
• The evaluation recommends:
• All way stop and marked crosswalks at Claremont St. and State St. • Enhancing existing all way stop with stop bars to marked crosswalks at Claremont St and Bellevue Ave.
• Traffic calming measures, such as speed humps and speed cushions, are not warranted based on City Standard
criteria, where speeds analyzed on the streets did not
meet speed thresholds.
27Recap of Council Direction - Traffic

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City of San Mateo
City Council Meeting

POST PACKET

PUBLIC COMMENT

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1 From: Bill Piedemonte < >
Sent: Friday, August 15, 2025 11:57 AM
To: City Council (San Mateo)
Subject: Train noise
Please, please, please do everything in your power to stop the incessant train horns.

We live at Gramercy on the Park and have to pause the tv when the trains go by.

Anything you can do will be appreciated
William Piedemonte

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1 From: John Weinrich < >
Sent: Friday, August 15, 2025 12:44 PM
To: City Council (San Mateo)
Subject: San Mateo Train Quiet Zone Project
Hi San Mateo City Council,

I want to email to express my strong support for the Train Quiet Zone! I hope we can reach an agreement with the federal government, and if we really need to close/modify some crossings, then that's what we'll have to do - I think it's worth it.

Thank you,
John Wenrich
San Mateo Resident

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1 From: Chris Brousseau < >
Sent: Monday, August 18, 2025 10:33 AM
To: Lisa Diaz Nash
Cc: City Council (San Mateo); Cronin Marylou
Subject: Support for Caltrain Quiet Zone - Request for Pedestrian-Only Crossing Alternative Dear Ms. Nash and Members of the San Mateo City Council,

I am wriƟng to express my strong support for establishing a Caltrain Quiet Zone in San Mateo. The increased frequency of electric train service has made this issue more pressing than ever for residents living near the rail corridor.

While I appreciate the City's eﬀorts to advance this important iniƟaƟve, I have serious concerns about the current proposals for Villa Terrace and East Bellevue Avenue crossings. The plan to close Villa Terrace enƟrely and install medians at East Bellevue Avenue would signiﬁcantly impact residents living immediately adjacent to these crossings, parƟcularly regarding driveway access and community connecƟvity.

I urge the City to explore an alternaƟve soluƟon that has not been adequately considered: converƟng both Villa Terrace and East Bellevue Avenue to pedestrian and bicycle-only crossings while eliminaƟng train horn requirements at these locaƟons.

**Key Regulatory ClariﬁcaƟon Needed:**

According to 49 CFR 222.27 (see link below),the federal Train Horn Rule explicitly states: "This rule does not require the rouƟne sounding of locomoƟve horns at pedestrian grade crossings." The regulaƟon only requires horn sounding at pedestrian crossings where state law mandates it. California has no state law requiring rouƟne train horns at pedestrian crossings.

The federal regulaƟons clearly disƟnguish between "public highway-rail grade crossings" (where vehicles cross) and "pedestrian grade crossings" (where only pedestrians and bicycles cross). Pedestrian crossings within quiet zones require only:
- DiagnosƟc team evaluaƟon
- Appropriate safety treatments (gates, bells, warning signs) - Signs advising pedestrians that train horns are not sounded

This pedestrian-only approach would:

1. Maintain criƟcal community connecƟvity for walking and biking 2. Eliminate the need for concrete medians that would prevent residents from using their own driveways 3. Achieve the quiet zone objecƟves without the severe access restricƟons of full closures 4. Comply fully with federal safety requirements

**Formal Request:**

I respecƞully request that:

1. Each City Council member review the following criƟcal resources:
- The Transbay CoaliƟon arƟcle discussing San Mateo's quiet zone eﬀorts and the regulatory framework for pedestrian crossings: hƩps://www.transbaycoaliƟon.org/san-mateo-residents-pursue-quiet-zones-while-projects-advance-in-palo- alto-and-menlo-park/

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2 - The federal regulaƟon 49 CFR 222.27 clarifying treatment of pedestrian crossings: hƩps://www.ecfr.gov/current/Ɵtle- 49/subƟtle-B/chapter-II/part-222/subpart-B/secƟon-222.27

2. City Staﬀ provide a wriƩen response explaining either:
- How the federal regulaƟons would enable pedestrian-only crossings at Villa Terrace and East Bellevue Avenue without train horn requirements, OR
- The speciﬁc regulatory basis that would require Caltrain to conƟnue using horns at pedestrian-only crossings, despite clear federal regulaƟons staƟng otherwise

The arƟcle notes that San Mateo residents have already pointed out that "federal regulaƟons for train horns at public highway-rail grade crossings do not apply to pedestrian crossings" and that "no state law in California requires rouƟne train horns at pedestrian crossings either." I believe that other staƟons like Hayward Park already demonstrate that pedestrian crossings can operate safely with gates, bells, and warning systems without rouƟne horn use. If it turns out that Caltrain is currently sounding horns at Hayward Park - then I ask that City Council take acƟon to stop this Caltrain pracƟce where not required by law.

Before proceeding with permanent closures that will signiﬁcantly impact the neighborhood's connecƟvity and residents' property access, the City must thoroughly invesƟgate this pedestrian-only alternaƟve that appears to be fully supported by federal regulaƟons.

Thank you for your aƩenƟon to this criƟcal quality-of-life issue. I look forward to the City's wriƩen response addressing the regulatory framework for pedestrian-only crossings.

Sincerely,

Chris

Christopher Brousseau

CC: [email protected]

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1 From: Francie < >
Sent: Friday, August 15, 2025 8:48 AM
To: City Council (San Mateo)
Subject: Establish railroad Quiet Zone!
Dear City Council Members,

My husband and I are residents of Central San Mateo and unfortunately hear the train noise every day and night.

We are in favor of establishing a railroad Quiet Zone in San Mateo, which involves closing both street crossings at Villa Terrace and East Belleview Avenue.

Train noise and its negative impacts have been a topic for many years in San Mateo and it is time to take some concrete steps towards dealing with this issue. As a start, please move forward in establishing a Quiet Zone which would enhance the lives of many San Mateo residents.

Thank you for moving forward with this issue.

Tom & Francie Souza

Sent from my iPhone

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1 From: Sigalle R Michael < >
Sent: Monday, August 18, 2025 11:50 AM
To: City Council (San Mateo)
Cc: Clerk; Amir Michael
Subject: Train Quiet Zone Project Comment
Hello,
My name is Sigalle Michael, I am a commissioner on the Sustainability and Infrastructure Commission, but am writing to you as a San Mateo resident. I would like to strongly urge you not to close pedestrian and bicycle accessibility on E. Bellevue for the train quiet zone project. E. Bellevue is one of few pathways to San Mateo High School from the westside, and closing it will discourage students from walking/biking to school. This proposal seems to conflict with the City's effort to improve Safe Routes to School and overall pedestrian and bicycle access to SMHS.

Thank you for your consideration,
~Sigalle Michael

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CITY OF SAN MATEO

CITY OF SAN MATEO
Agenda Report
City Hall
330 W. 20th Avenue
San Mateo CA 94403
www.cityofsanmateo.org
Agenda Number: 20 Section Name: NEW BUSINESS Account Number: 10-1511 File ID: 25-10258 TO: City Council
FROM: Alex Khojikian, City Manager
PREPARED BY: City Clerk's Office
MEETING DATE: August 18, 2025
SUBJECT:

City Council Appointments to External Agencies and Liaison Roles — Amendment RECOMMENDATION:

Review and provide direction to amend the Council Appointments list for 2025 to add a liaison to the San Mateo Police Activities League.

BACKGROUND:

On January 13, 2025 the City Council approved the 2025 appointments to external agencies and established Council liaison roles. At the July 28, 2025 City Council Regular Meeting, during Reports and Announcements, City Council directed staff to add an additional external liaison assignment to the list to include the San Mateo Police Activities League. During this discussion, the City Council can provide direction to indicate which member of the Council will serve in this capacity through the remainder of the calendar year. Thereafter, the San Mateo Police Activities League assignment will be included within future annual appointments to liaison roles.

Staff is also reviewing the inclusion of additional liaison roles, such as the Library Foundation and Park and Recreation Foundation for future inclusion. This will be brought forward during the 2026 review process.

BUDGET IMPACT:

There is no budgetary impact associated with this administrative action.

ENVIRONMENTAL DETERMINATION:

This appointments list approval is not a project subject to CEQA, because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. (CEQA Guidelines Section 15378(b)(5).)

NOTICE PROVIDED
All meeting noticing requirements were met.

ATTACHMENTS
Att 1 – 2025 Appointments List

STAFF CONTACT
Martin McTaggart, City Clerk
[email protected]
(650) 522-7044

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San Mateo Council Appointments - 2025
Body Alt Appt'd By Type of Appointment 2024 2025
External Agencies Board Member Appointments
1 Association of Bay Area Governments (ABAG) - General Assembly Y Council External Agency Hedges Lee (alt)
Loraine
Nash (alt)
2 City/County Association of Governments (C/CAG) & Alternate Y Council External Agency Hedges Nash (alt)
Nash
Loraine (alt)
3 Emergency Services Council Y Council External Agency Newsom Lee (alt)
Newsom
Cwirko-Godycki (alt)
4 Grand Boulevard Task Force Y Council External Standing Comm Newsom Hedges (alt)
Fernandez
Loraine (alt)
6 Housing Our People Effectively (HOPE) Interagency Council – Leadership Committee Y Council External Agency Loraine
Lee (alt)
Cwirko-Godycki
Fernandez (alt)
7 Peninsula Clean Energy (PCE) Y Council External Agency Loraine Lee (alt)
Loraine
Nash (alt)
8 Peninsula Traffic Congestion Relief Alliance - Commute.org (Alternate) Y Council External Agency Newsom Hedges (alt)
Newsom
Fernandez (alt)
9 SF Airport Community Roundtable Y Council External Agency Newsom Nash (alt)
Cwirko-Godycki
Newsom (alt)
10 San Mateo Consolidated Fire Department (JPA) Y Council External Agency Newsom Lee (alt)
Newsom
Fernandez (alt)
11 San Mateo County Council of Cities (Mayor & Alternate) Y Council External Agency Nash / Newsom
Newsom
Fernandez (alt)
13 San Mateo County Pre-Hospital Emergency Medical Services Group Y Council External Agency Newsom Lee (alt)
Newsom
Cwirko-Godycki (alt)
14 San Mateo Foster City Public Financing Authority Council Internal Agency Hedges Cwirko-Godycki Loraine (alt)
15 South Bayside Waste Management Authority (SBWMA) Y Council External Agency Loraine Hedges (alt)
Loraine
Nash (alt)
External Agencies Committee Appointments
16 ABAG Regional Planning Committee - (ABAG-RPC) COC External Committee Hedges 17 Congestion Management and Environmental Quality Committee (CMEQ) C/CAG External Committee Hedges 19 Member Agency Committee (MAC) for HEART - Annual Meeting Council External Committee Lee 20 Housing and Community Development Committee COC External Committee Hedges Internal Committees
21 City Council Audit & Budget Committee (Mayor/Deputy) Council Internal Standing Comm Nash / Newsom Newsom / Loraine
22 City Council Legislative Committee (Mayor/Deputy) Council Internal Standing Comm Nash / Newsom Newsom / Loraine
23 Council of Cities - City Selection Committee (Mayor/Deputy) Council Internal Standing Comm Nash / Newsom Newsom / Loraine
External Liaison
24 City Delegate to Assembly Member Papan Council External Liaison Hedges Nash 25 City Delegate to Congressman Mullin Council External Liaison Lee Fernandez 26 City Delegate to Senator Becker Council External Liaison Loraine Loraine 27 City Delegate to Board of Supervisor Corzo Council External Liaison Lee Loraine 28 Local Policy Makers Group (LPMG) Y Council External Liaison Hedges Nash (alt)
Fernandez
Nash (alt)
29 San Mateo Chamber of Commerce & Downtown San Mateo Association (DSMA) Y Council External Liaison Hedges Lee (alt)
Nash
Fernandez (Alt)
30 San Mateo County Economic Development Association (SAMCEDA) Council External Liaison Nash Hedges (alt)
Fernandez
Nash (Alt)
31 San Mateo-Foster City Elementary School Board and San Mateo Union High School District Board Y Council External Liaison Newsom Newsom Fernandez (alt)
32 San Mateo Police Activities League (PAL) Council External Liaison - Internal Liaison
32 Civic Arts Committee (CAC) Internal Liaison Lee Nash 33 Community Relations Commission (CRC) Internal Liaison Loraine Loraine 34 Library Board Internal Liaison Nash Nash
35 Measure S Oversight Committee Internal Liaison Hedges Cwirko-Godycki 36 Park and Recreation Commission Internal Liaison Newsom Newsom 37 Personnel Board Internal Liaison Hedges Cwirko-Godycki 38 Planning Commission Y Internal Liaison Nash Newsom
(alt) Newsom/Loraine
39 Senior Advisory Commission Internal Liaison Lee Fernandez 40 Sustainability & Infrastructure Commission Y Internal Liaison Loraine Hedges (alt)
Loraine
Cwirko-Godycki (alt)
41 Youth Activities Council Internal Liaison Loraine Loraine

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San Mateo City CouncilAugust 18, 2025

San Mateo City Council
August 18, 2025