Agenda packet — Seal Beach City Council, June 12, 2023 (part 2 of 3)

Angelica Zarco
P.O. Box 6313
La Quinta, CA. 92248
Office (760) 861-6532
[email protected]
www.holisticsystem-int.com
Proposal:

City of Seal Beach
Consulting Assistance for Implementation of
Tyler’s EnerGov Civic Services Software

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Table of Contents
Title Page .............................................................................................................. 1 Table of Contents ................................................................................................. 2 Transmittal Letter ................................................................................................. 3 Scope of Work ...................................................................................................... 4 Qualifications and Experience ............................................................................ 5 References ............................................................................................................ 9 Fee Information .................................................................................................... 9

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May 25, 2023
Alexa Smittle
Community Development Director
City of Seal Beach, California
[email protected]
RE: Consulting Assistance for Implementation of Tyler’s EnerGov, Community Development Software System
Dear Ms. Smittle,
Holistic System Integration Solutions is pleased to submit this proposal to the City of Seal Beach Community Development Department, to provide Consulting Assistance for Implementation of Tyler’s, EnerGov Civic Services Software.

The City of Seal Beach has entered into a Software as a Service (SaaS) agreement with Tyler Technologies, Inc. for their Tyler EnerGov Civic Services Software. Purchase of the software is aligned with the City Council’s strategic objective for Community Development to identify process improvements. In order to avoid a gap in service and pursue future system goals, the City of Seal Beach desires to supplement their staff resources by contracting a project partner that possesses Community Development software system implementation and process integration experience.

Holistic looks forward to working with the City of Seal Beach to develop a model for efficient business operations that safely delivers development services to its customers. Thank you for consideration of our proposal.

Sincerely,
Holistic System Integration Solutions
Angelica Zarco
President/CEO

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SCOPE OF WORK
Provide Consulting Assistance for Implementation of Tyler’s, EnerGov software system to include the following:
 Configuration/Business Process Integration
 Workflow Development
 Fee Schedule/Structure configuration
 System Reports Development Coordination (Forms/Documents/Reports)  GIS Coordination
 Testing
 Data mapping guidance for data migration
 Develop Standard Operating Procedures (SOP’s)
 Develop Training materials
 Conduct Staff training
 Ticket creation to report system issues, monitoring and follow through to resolution  Conduct one-on-one and/or group sessions with City staff  Remote support services via phone/video conference
 On-site project management/support services – To be scheduled and agreed upon between City and HSIS  Electronic Plan Review Implementation/integration
 Develop Process/Project Action Team’s to accomplish project goals Optional Services
 Attend bi-weekly team meeting(s) via phone/video conference  SQL/Cognos/Crystal Report Writer services
o Coordinate temporary services to be directly contracted by City  GIS Consultant
o Coordinate temporary services to be directly contracted by City

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QUALIFICATIONS

HOLISTIC SYSTEM INTEGRATION SOLUTIONS

OUR PURPOSE
Based in Riverside County, Holistic System Integration
Solutions is dedicated to providing smart holistic solutions for software implementation and process integration.

Holistic’s in-depth understanding of land management systems, comprehensive knowledge of municipal land development
processes and proven system implementation/integration
experience, paired with our client’s desires to achieve future system goals and capitalize on their investment while delivering exceptional customer service, ensures seamless and streamlined collaborations.

Holistic has developed streamlined solutions that utilize a holistic approach to system design and integration by balancing four major elements that are key to successful system implementation – People, Culture, Process, and Technology.

This approach delivers system integration on a global scale while taking-into-account and minimizing adverse impacts to the organization.

EXECUTION STRATEGY
Our success is attributed to an execution strategy that incorporates the Lean Six Sigma, DMAIC (Define, Measure, Analyze, Improve, Control) method to software implementation/integration. The DMAIC approach allows them to continually identify and apply improvements to business processes through software system design that result in enhanced system performance.

Change management strategies are also built into our programs to assist with the least impactful introduction of end-users to their new land management environment. This approach is imperative to organizational health.

SERVICES PROVIDED (all of which may be provided remotely)  RFP Development
 Software System Implementation (New or Upgrade)
 Software Configuration/Integration
 Workflow Development, Design and Automation
 Fee Schedule/Structure Calculations
 System Reports Development Coordination
(Forms/Documents/Reports)
 GIS Implementation Coordination
 System Testing
 Streamlined Strategies for Data Mapping/Migration
 Develop Standard Operating Procedures (SOP’s)
 Develop Training Materials and Conduct Staff Training  Vendor issue creation to report system issues, monitoring and follow through to resolution
 Conduct one-on-one and/or group sessions with staff
 Remote support services via phone/video conference
 On-site and/or remote project management/support
services
 Electronic plan review software Implementation/ integration  Develop Process/Project Action Team’s to achieve project goals
 Develop performance metrics and key performance
indicators (KPI’s) for increased productivity

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Holistic System Integration Solutions Experience

CITY OF SAN CLEMENTE
The City of San Clemente's Information Technology Division utilized Holistic System Integration Solutions to supplement their efforts during a staff transitional period and implementation/integration of a new GIS module. Holistic’s ability to provide uninterrupted services while implementing a complex GIS module to their existing land management system resulted in a successful partnership. Services provided to the City included the following:
 Review, analysis, coordination, testing and implementation of a new GIS module to their existing land management system.
 Review, analysis, coordination and validation of the City’s, County and Fire GIS data and migration into existing land management system.
 Developed Standard Operating Procedures for City Staff use at implementation.  Developed roadmap and made recommendations to implement electronic plan review.  Developed reporting methods for Clean Oceans Annual Jurisdictional Runoff report and Park Ranger program.
 Provided configuration and system support services:

CITY OF MEDFORD (OR)
“Holistic quickly became a critical element to a successful implementation of a complex system for the City of Medford. The knowledge and resources provided were extremely hardworking and competent. We could not have achieved success without these resources.”
– Barbara Madruga
The City of Medford procured Holistic System Integration Solutions to assist them with a complex implementation of a new software system just three months prior to their scheduled Go-Live date. Holistic addressed and fast-tracked resolutions for concerns surrounding their anticipated Go-Live schedule. Our assistance lead to a successful implementation. Services provided to the City included the following:
 Conducted analysis of project timeline and task evaluation, identified critical stops and developed plan of action to accomplish scheduled tasks for successful Go-live.  Conducted business process and workflow analysis, made recommendations for streamlining and standardizing opportunities and configured in system.
 Conducted analysis of TRAKiT system for configuration needs, accuracy and made configuration adjustments in accordance with desired workflows and business processes.  Conducted data migration analysis and developed streamlined methods for mapping and migration to new system.
 Conducted GIS analysis and made recommendations for effective system implementation  Developed SOPs and conducted training to staff in all modules  Implemented mobile inspection platform and conducted training for inspection staff  Made recommendations for system preparedness and roll-out to public

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CITY OF COACHELLA
Holistic conducted an in-depth System Needs Analysis of the City of Coachella's existing land management software system (Eden) and processes surrounding their land development activities which included impacts to water & sewer Utilities and Environmental Compliance Departments. The analysis provided them with the ability to measure existing software system capabilities against newer, more sophisticated systems and identified process improvement/streamlining opportunities which will allow them to make informed decisions about future procurement of a new software system.

Services provided to the City included the following:
 Conducted comprehensive system needs analysis of various systems used, including the City’s existing Eden land management system, and evaluated based on capability, efficiency and accessibility in comparison with newer land management systems available in today’s market.  Conducted comprehensive business process review of land development activities and made recommendations for standardizing and streamlining opportunities.  Coordinated software vendor demonstrations and prepared system cost comparison.  Provided the City with a menu of short-term, mid-term and long-term next steps and made recommendations for actionable goals based on priority.  Provided roadmap for actionable items with realistic timelines for execution.

CITY OF LA QUINTA
The City of La Quinta sought to implement an on-line land management system for the Design & Development Department. Angelica Zarco (Systems Integration Manager), spearheaded implementation of the City’s new land management software system, TRAKiT, which included strategic planning, streamlining, standardizing, implementation and integration of processes and systems for the Design and Development Department.

Responsibilities included the following:
 Development, configuration and implementation of the City’s software system (TRAKiT) utilized for all development related, business license and Short-Term Vacation Rental application, review, processing and payment activities for both over the counter and online functionality.
 Implemented the City’s online, electronic plan review, GIS and mobile inspection platforms.  Engaged with City Staff to understand complex business processes, developed workflows, identified process improvements, streamlining opportunities, standardized business processes and integrated with relative software.
 Developed Standard Operating Procedures and User Guides and conducted training for all modules.
 Oversaw the City’s Short-Term Vacation Rental Program which involved revamping the marketing and branding of the program.
 Development of complex key performance indicators to measure business and system performance.

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Angelica Zarco – Project Manager/President, Holistic SIS Business Process Review, Workflow Development, Streamlining and Standardizing for Improved Business Continuity, Configuration, SOP Development &Training
Certifications
Intermediate Project Management - Microsoft Project; Lean Six Sigma – Lean Management

Angelica has 14 years of municipal government experience with 10+ years directly related to Community Development. She was also employed as a Project Manager for 3 years with a major Southern California land development company where she managed large-scale tract home development projects. Her experience in both public and private land development sectors has granted her a unique perspective to the land management software implementation and integration process. She is able to utilize her knowledge and experience from behind both sides of the counter to accurately, efficiently and effectively interpret and deploy land management systems based on the critical business needs of cities and customers alike. Angelica was responsible for the successful implementation of the City of La Quinta’s Design and Development Department’s land management system, which included Permit, Project, Business License, AEC and GIS modules. She also implemented electronic plan review, mobile inspection and the eTRAKiT online platform which consisted of 82 land development application types. Angelica developed methods to successfully measure key performance indicators for business process and system performance. The implementation process included:
 Establishing comprehensive strategic plans for implementation / integration of the Department’s software system and various project initiatives including project budgets and schedule development / adherence.
 Managing, assigning, and directing activities of various Project Action Teams (PAT’s).  Developing, configuring, and implementing the City’s TRAKiT software system  Conducting stakeholder workshops for eTRAKiT online permitting software.  Working with City Staff to understand their business processes, developing process workflows, and identifying process improvement opportunities prior to their integration into TRAKiT.  Developing and implementing standard operating procedures (SOPs) and user manuals, as well as City policies and best management practices (BMP's)
 Conducting effective staff training utilizing SOP’s and effective training materials

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References
Fee Information
Cost of Services/Hour Price Total Project Cost
Holistic (416 Hours) $110/hour $45,760
Reimbursable Expenses Billing
Mileage 2023 IRS Business Rate plus 10%
Printing, Reproduction, Scanning, etc. Direct Cost plus 10% Per Diem Rates
Per Diem for overnight trips (Lodging, Meals and
Incidentals)
2023 Government Services
Administration Rates for
applicable County plus 10%
Agency Contact Phone Number Email Address
Holistic References
City of Medford, Oregon Barbara Madruga,
Technology & Innovation Director
541.774.2064 [email protected]
City of San Clemente,
California
Brian Brower,
Information Technology Manager 949.361.8259 [email protected] City of Seal Beach Master Template Approved: 7/27/22
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EXHIBIT B

TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS

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

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

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

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

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

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

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

7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in City of Seal Beach Master Template Approved: 7/27/22
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Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records.

8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

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

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

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

11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” City of Seal Beach Master Template Approved: 7/27/22
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12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor’s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages.

Consultant shall diligently take corrective action to halt or rectify any failure.

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

Agenda Item H

AGENDA STAFF REPORT
DATE: June 12, 2023
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Iris Lee, Director of Public Works
SUBJECT: Approving Submittal of FY 2023-2024 Measure M2 Eligibility Package and its Components
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7414:

1. Concerning the Status and Update of the Circulation Element, Local Signal Synchronization Plan and Mitigation Fee Program for the City of Seal Beach; and,

2. Adopt the seven-year Measure M2 Capital Improvement Program (CIP) for Fiscal Years 2023-2024 through 2029-2030; and,

3. Direct the City Manager to file the adopted Resolution, Capital Improvement Program and the Measure M2 eligibility documents with Orange County Transportation Authority (OCTA) in compliance with the requirements of OCTA.

BACKGROUND AND ANALYSIS:

In November 1990, the voters of Orange County approved Measure M, the Revised Traffic Improvement and Growth Management Ordinance. Measure M created a fund for transportation improvements to mitigate traffic impacts generated by existing and proposed development. Measure M authorized the imposition of an additional half-cent retail transaction and use tax for a period of twenty (20) years. In November 2006, Measure M was renewed by the voters of Orange County for an additional thirty (30) years and is now referred to as Measure M2.

Funds identified as Measure M2 “Fairshare” funds are used on local and regional transportation improvement and maintenance projects. Other Measure M2 funds, for transportation related projects, are made available through several competitive programs included in the Comprehensive Transportation Funding Program (CTFP).

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To be eligible to receive Measure M2 “Fairshare” and CTFP funds, the local jurisdiction must meet compliance standards as set forth by OCTA every year. The compliance standards generally include:

1. Comply with the conditions and requirements of the Orange County Congestion Management Program.

2. Establish a policy which requires new development to pay its fair share of transportation-related improvements associated with their new development.

3. Adopt a General Plan Circulation Element consistent with the County’s Master Plan of Arterial Highways (MPAH).

4. Adopt a seven-year (CIP) that includes all transportation projects funded partially or wholly by Measure M2 dollars.

5. Adopt and adequately fund a biennial Local Pavement Management Plan (PMP).

6. Adopt and provide an annual Expenditure Report to OCTA.

7. Provide the OCTA with a Project Final Report within six (6) months following completion of a project funded with Net Revenues.

8. Satisfy Maintenance of Effort (MOE) Requirements.

9. Agree to expend all Measure M2 revenues within three (3) years of receipt.

10. Consider, as part of the General Plan, land use and planning strategies that accommodate transit and non-motorized transportation.

11. Adopt and comply with a Local Signal Synchronization Plan (LSSP).

All of these items must be maintained to retain eligibility. Not all of the requirements are needed every year. Items must be renewed or resubmitted annually, biannually or every three (3) years. The eligibility package is due to OCTA by June 30, 2023.

This year’s package will include:

1. Measure M2 specific seven-year Capital Improvement Program

2. Maintenance of Effort (MOE) Reporting Form

3. General Plan Compliance Documentation

4. Measure M2 Eligibility Checklist

5. Congestion Management Program compliance checklists

6. Mitigation Fee Schedule

7. Circulation Element/MPAH consistency

8. Local Signal Synchronization Plan Update

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A summary explanation of each listed item is included below:

1. MEASURE M2, SEVEN-YEAR CAPITAL IMPROVEMENT PROGRAM
In accordance with Measure M2, an updated seven-year CIP specifically for the transportation facility improvement projects in a form consistent with the latest requirements of OCTA has been prepared and included for the City Council’s consideration and adoption. The updated seven-year CIP for FY 2023-24 through FY 2029-30 is consistent with the City’s five-year CIP for FY 2023-24 through FY 2027-28.

2. MAINTENANCE OF EFFORT REPORTING FORM
Measure M2 stipulates that the transportation revenue stream supplement shall not replace the general fund investment that local agencies spend on roadway maintenance. The program compiled the average annual maintenance investment that each city made between FY 1985-86 through FY 1989-90 and requires local agencies to continue to invest in the infrastructure with the appropriate minimum funding level. The Maintenance of Effort (MOE) certification form indicates that this is being done for each local jurisdiction.

The MOE benchmark is reviewed and adjusted every three years starting back in 2014. The FY2023-24 Seal Beach MOE benchmark is $733,847 which is a

14.20% increase from last year’s MOE benchmark. It was adjusted based on the percent change in the Caltrans’ Construction Cost Index for the immediately preceding three (3) calendar years. Accordingly, the FY 2023-24 City budget proposes transportation-related General Fund expenditures to meet this MOE benchmark.

3. GENERAL PLAN COMPLIANCE DOCUMENTATION
A participating city must consider, as part of its General Plan, land use planning strategies that accommodate transit and non-motorized transportation. The City has met these requirements within the currently adopted General Plan. A letter will be submitted to OCTA identifying these strategies.

4. MEASURE M2 ELIGIBILITY CHECKLIST
To assist agencies in complying with Measure M2, OCTA has developed checklists to clarify requirements. The checklist has been completed and will be transmitted with all other documents as required by OCTA.

5. CONGESTION MANAGEMENT PROGRAM
The Congestion Management Program (CMP) is a plan to relieve congestion and air pollution. The CMP supports regional mobility and air quality objectives by reducing traffic congestion, providing a mechanism for coordinating land use and encouraging

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development decisions that support the regional economy. This checklist is updated every two years as required by OCTA.

6. MITIGATION FEE PROGRAM
Biennially the City must submit a City Council adopted resolution to OCTA certifying that the City has an existing mitigation fee program that assesses traffic impacts of new development and requires new development to pay a fair share of necessary transportation improvements attributable to the new development. The resolution reaffirms the City’s existing fee mitigation program.

7. CIRCULATION ELEMENT/MASTER PLAN OF ARTERIAL HIGHWAYS

CONSISTENCY
Biennially the City must submit a City Council-adopted resolution to OCTA certifying that the City’s Circulation Element in the General Plan is in conformance with the OCTA Master Plan of Arterial Highways (MPAH), which defines the minimum planned lane configurations for major regionally significant roads in Orange County.

Based on staff’s analysis, this comprehensive package of required documents will maintain the City’s compliance with the requirements of Measure M2 for FY 2023- 2024. Upon approval, the attached documents will be submitted to OCTA.

8. LOCAL SIGNAL SYNCHRONIZATION PLAN UPDATE
The Local Signal Synchronization Plan (LSSP) is a local program consistent with the Regional Traffic Signal Synchronization Master Plan for the County of Orange which provides a three-year plan identifying traffic signal synchronization, street routes and traffic signals to be improved. The LSSP outlines the costs associated with the identified improvements, funding and phasing of capital, and the operations and maintenance of the street routes and traffic signals.

ENVIRONMENTAL IMPACT:

This item is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Section 15061(b)(3) of the state CEQA Guidelines because it can be seen with certainty that the submittal of the Measure M2 Eligibility Package will not have a significant effect on the environment.

LEGAL ANALYSIS:

The City Attorney has reviewed and approved as to form.

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FINANCIAL IMPACT:

The City receives funding from the Measure M2 program through OCTA. A requirement to receive this funding is submittal of the enclosed eligibility package.

The City anticipates receiving $508,688 in M2 Local Fair Share program apportionment for FY 2023-24.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7414:

1. Concerning the Status and Update of the Circulation Element, Local Signal Synchronization Plan and Mitigation Fee Program for the City of Seal Beach; and,

2. Adopt the seven-year Measure M2 Capital Improvement Program (CIP) for Fiscal Years 2023-2024 through 2029-2030; and,

3. Direct the City Manager to file the adopted Resolution, Capital Improvement Program and the Measure M2 eligibility documents with OCTA in compliance with the requirements of OCTA.

SUBMITTED BY: NOTED AND APPROVED:

Iris Lee Jill R. Ingram
Iris Lee, Director of Public Works Jill R. Ingram, City Manager Prepared by: David Spitz, P.E. QSD, Associate Engineer
ATTACHMENTS:

A. Resolution 7414
B. Measure M2 7-year Capital Improvement Program for Fiscal Year 2023-24 through 2029-30
C. Maintenance of Effort Certification Form and Supporting Documentation D. Measure M2 Eligibility checklist and supporting documentation E. OCTA Letter and Supporting Documents
F. Circulation Element
G. Congestion Management Program Checklists
H. Fiscal Year 2023-2024 Mitigation Fee Program
I. Local Signal Synchronization Plan Update
RESOLUTION 7414

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

CONCERNING THE STATUS AND UPDATE OF THE

CIRCULATION ELEMENT, MITIGATION FEE PROGRAM AND

LOCAL SIGNAL SYNCHRONIZATION PLAN FOR THE
MEASURE M (M2) PROGRAM
WHEREAS, the City of Seal Beach desires to maintain and improve the streets within its jurisdiction, including those arterials contained in the Master Plan of Arterial Highways (MPAH); and,
WHEREAS, the City of Seal Beach had endorsed a definition of and a process for, determining consistency of the City’s Traffic Circulation Plan with the MPAH; and,
WHEREAS, the City has adopted a General Plan Circulation Element which does not preclude implementation of the MPAH with its jurisdiction; and, WHEREAS, the City is required to adopt a resolution biennially informing the Orange County Transportation Authority (OCTA) that the City’s Circulation Element is in conformance with the MPAH and whether any changes to any arterial highways of said Circulation Element have been adopted by the City during Fiscal Years 2021-22 and 2022-23; and,
WHEREAS, the City is required to send biennially to the OCTA all recommended changes to the City Circulation Element and the MPAH for the purposes of requalifying for participation in the Comprehensive Transportation Funding Programs; and,
WHEREAS, the City is required to adopt a resolution biennially certifying that the City has an existing Mitigation Fee Program that assesses traffic impacts of new development and requires new development to pay a fair share of necessary transportation improvements attributable to the new development; and, WHEREAS, the OCTA has developed the Regional Traffic Signal Synchronization Master Plan to identify traffic signal synchronization street routes and traffic signals within and across jurisdictional boundaries, and defines the means of implementing the Regional Traffic Signal Synchronization Program; and,
WHEREAS, the Regional Traffic Signal Synchronization Program requires that local agencies adopt a Local Signal Synchronization Plan consistent with the Regional Traffic Signal Synchronization Master Plan as a key component of local agencies’ efforts to synchronizing traffic signals across local agencies’ boundaries; and,
WHEREAS, the City’s Local Signal Synchronization Plan must be updated by June 30, 2023 to continue to be eligible to receive Net Revenues as part of Measure M2.

NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE:

Section 1. The arterial highway portion of the City Circulation Element of the City is in conformance with the Master Plan of Arterial Highways.

Section 2. The City attests that no unilateral reduction in through lanes has been made on any MPAH arterials during the Fiscal Years 2021-22 and 2022-23.

Section 3. The City affirms that it will bring forward requests to amend the MPAH, when necessary, in order to ensure that the MPAH and the General Plan Circulation Element remain consistent.

Section 4. The City reaffirms that the City’s existing Mitigation Fee Program assesses traffic impacts of new development and requires new development to pay a fair share of necessary transportation improvements attributable to the new development.

Section 5. The City adopts and maintains an updated Local Signal Synchronization Plan which includes goals that are consistent with those outlined as part of the Regional Signal Synchronization Master Plan, including signal synchronization across jurisdictions.

Section 6. The Local Signal Synchronization Plan identifies traffic signal synchronization street routes, including all elements of the Regional Signal Synchronization Network located within the City.

Section 7. The Local Signal Synchronization Plan includes the traffic signal inventory for all traffic signal synchronization street routes.

Section 8. The Local Signal Synchronization Plan includes a three-year plan showing capital, operations, and maintenance of signal
synchronization along the traffic signal synchronization street routes and traffic signals.

Section 9. The Local Signal Synchronization Plan includes an update on the status and performance of traffic signal synchronization activities.

Section 10. The Local Signal Synchronization Plan includes a discussion on the review and revision, as may be necessary, on the timing of traffic signals on the traffic signal synchronization street routes.

Section 11. The City Council hereby directs the Director of Finance/City Treasurer to sign the Maintenance of Effort Reporting Form.

Section 12. The City Council directs the City Manager to file a copy of this adopted Resolution along with all other Measure M2 eligibility documents with OCTA in compliance with the requirements of OCTA.

PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 12th day of June, 2023 by the following vote:

AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members
Thomas Moore, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7414 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 12th day of June, 2023.

Gloria D. Harper, City Clerk
5/25/23, 2:59 PM https://ocfundtracker.octa.net/CIP/report_project_listing https://ocfundtracker.octa.net/CIP/report_project_listing 1/8 Orange County Transportation Authority
FY 2023/24 - FY 2029/30 Capital Improvement Program
TIP ID CP-11945 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: SD2201 Project Title
Additional Project IDs: 2022 Environmental Cleanup Project Type of Work: Environmental Cleanup Project Description Type of Work Description: Environmental
Cleanup - Catchment Retrofit Add catch basin full capture devices to existing catch basins Limits
within Leisure World Community in Seal Beach
Project Notes
$396,000 Carry over from FY 22/23
FISCAL
YEAR

FUND TYPE ENG ROW CON/IMP O&M TOTAL
TOTAL

ESCALATED
2024
Environmental Cleanup
Program (ECP) - Tier 1
$0 $0 $396,000 $0 $396,000 $407,880
2025 General Fund $0 $0 $0 $0 $0 $0
2026 General Fund $0 $0 $0 $0 $0 $0
2027 General Fund $0 $0 $0 $0 $0 $0
2028 General Fund $0 $0 $0 $0 $0 $0
2029 General Fund $0 $0 $0 $0 $0 $0
2030 General Fund $0 $0 $0 $0 $0 $0
Totals: $0 $0 $396,000 $0 $396,000 $407,880
Last Revised: 23-00 - In Progress Total Programmed: $396,000 TIP ID CP-11613 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: SS1902 Project Title
Additional Project IDs: 6th Street Alley Waterline/Sewer line Replacement Type of Work: Road Maintenance Project Description
Type of Work Description: Road Maintenance -
Alleys
Replace the existing 6-inch diameter sewr line with a new 8-inch sewer line in 6th Street alley. In addition, the City's 6-inch water line will be replace with a new 8-inch diameter water line. Finally, new concrete alley construction.

Limits
Ocean Avenue Alley to Electric Avenue
Project Notes
No Carry over from prior fiscal years. All
Construction funding from Sewer Capital Funds.

Only pavement rehab is eligible for M2.

FISCAL YEAR FUND TYPE ENG ROW CON/IMP O&M TOTAL TOTAL ESCALATED 2024 Other $0 $0 $0 $0 $0 $0
2025 Other $0 $0 $2,600,000 $0 $2,600,000 $2,758,340
2026 Other $0 $0 $0 $0 $0 $0
2027 Other $0 $0 $0 $0 $0 $0
2028 Other $0 $0 $0 $0 $0 $0
2029 Other $0 $0 $0 $0 $0 $0
2030 Other $0 $0 $0 $0 $0 $0
Totals: $0 $0 $2,600,000 $0 $2,600,000 $2,758,340
Last Revised: 23-00 - In Progress Total Programmed: $2,600,000 TIP ID CP-11611 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: BP2401 Project Title
Additional Project IDs: ADA Ramp from Beach Parking to Eisenhower Park Type of Work: Pedestrian Project Description
Type of Work Description: Pedestrian -
Installation of ADA access ramps
ADA accessibility from beach parking lots to Eisenhower Park Limits
Beach parking lots to Eisenhower Park
Project Notes

FISCAL YEAR FUND TYPE ENG ROW CON/IMP O&M TOTAL TOTAL ESCALATED 2024 General Fund $0 $0 $0 $0 $0 $0
2025 General Fund $0 $0 $0 $0 $0 $0
2026 General Fund $50,000 $0 $350,000 $0 $400,000 $432,454 2027 General Fund $0 $0 $0 $0 $0 $0
2028 General Fund $0 $0 $0 $0 $0 $0
2029 General Fund $0 $0 $0 $0 $0 $0
2030 General Fund $0 $0 $0 $0 $0 $0
Totals: $50,000 $0 $350,000 $0 $400,000 $432,454
Last Revised: 23-00 - In Progress Total Programmed: $400,000 5/25/23, 2:59 PM https://ocfundtracker.octa.net/CIP/report_project_listing https://ocfundtracker.octa.net/CIP/report_project_listing 2/8 TIP ID CP-11612 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: ST2201 Project Title
Additional Project IDs: Almond Avenue Pavement Rehabilitation Project Type of Work: Road Maintenance Project Description
Type of Work Description: Road Maintenance -
Rehabilitation of roadway Rehabilitate Almond Avenue roadway pavement subsequent to the I-405 Widening Project Limits
Aster Street to Violet Street
Project Notes
Other funding source from OCTA settlement funds
$800,000 carry over from FY 21/22 of OCTA
Settlement Funds

FISCAL YEAR FUND TYPE ENG ROW CON/IMP O&M TOTAL TOTAL ESCALATED 2024 Other $75,000 $0 $725,000 $0 $800,000 $821,750
2025 Other $0 $0 $0 $0 $0 $0
2026 Other $0 $0 $0 $0 $0 $0
2027 Other $0 $0 $0 $0 $0 $0
2028 Other $0 $0 $0 $0 $0 $0
2029 Other $0 $0 $0 $0 $0 $0
2030 Other $0 $0 $0 $0 $0 $0
Totals: $75,000 $0 $725,000 $0 $800,000 $821,750
Last Revised: 23-00 - In Progress Total Programmed: $800,000 TIP ID CP-10743 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: O-ST-4 Project Title
Additional Project IDs: Annual ADA Improvements - Public R/W (O-ST-4) Type of Work: Pedestrian Project Description
Type of Work Description: Pedestrian -
Reconstruction or rehabilitation of sidewalk Concrete repair citywide and ADA infrastructure Limits
Citywide
Project Notes
$50,000 carry over from FY 20/21 Gas Tax
$20,000 carry over from FY 21/22 Gas Tax Rebudgeted funding from M2 instead of Gas Tax starting FY 23/24
FISCAL
YEAR

FUND TYPE ENG ROW CON/IMP O&M TOTAL
TOTAL

ESCALATED
2024
Measure M2 Local
Fairshare
$0 $0 $150,000 $0 $150,000 $154,500
2025
Measure M2 Local
Fairshare
$0 $0 $50,000 $0 $50,000 $53,045
2026
Measure M2 Local
Fairshare
$0 $0 $50,000 $0 $50,000 $54,636
2027
Measure M2 Local
Fairshare
$0 $0 $50,000 $0 $50,000 $56,275
2028
Measure M2 Local
Fairshare
$0 $0 $50,000 $0 $50,000 $57,964
2029
Measure M2 Local
Fairshare
$0 $0 $50,000 $0 $50,000 $59,703
2030
Measure M2 Local
Fairshare
$0 $0 $50,000 $0 $50,000 $61,494
Totals: $0 $0 $450,000 $0 $450,000 $497,617
Last Revised: 23-00 - In Progress Total Programmed: $450,000 5/25/23, 2:59 PM https://ocfundtracker.octa.net/CIP/report_project_listing https://ocfundtracker.octa.net/CIP/report_project_listing 3/8 TIP ID CP-10744 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: O-ST-2 Project Title
Additional Project IDs: Annual Local Paving Program (O-ST-2) Type of Work: Road Maintenance Project Description
Type of Work Description: Road Maintenance -
Rehabilitation of roadway
Local street paving citywide
Limits
Citywide
Project Notes
$370,000 carry over from FY 21/22 $928,278 carry
over from FY 22/23
FISCAL
YEAR

FUND TYPE ENG ROW CON/IMP O&M TOTAL
TOTAL

ESCALATED
2024
Local Streets and Roads
apportionments
$100,000 $0 $1,028,278 $0 $1,128,278 $1,159,126
2025
Local Streets and Roads
apportionments
$40,000 $0 $360,000 $0 $400,000 $421,924
2026
Local Streets and Roads
apportionments
$40,000 $0 $360,000 $0 $400,000 $433,382
2027
Local Streets and Roads
apportionments
$40,000 $0 $360,000 $0 $400,000 $445,183
2028
Local Streets and Roads
apportionments
$40,000 $0 $360,000 $0 $400,000 $457,339
2029
Local Streets and Roads
apportionments
$40,000 $0 $360,000 $0 $400,000 $469,859
2030
Local Streets and Roads
apportionments
$40,000 $0 $360,000 $0 $400,000 $482,755
Totals: $340,000 $0 $3,188,278 $0 $3,528,278 $3,869,568 Last Revised: 23-00 - In Progress Total Programmed: $3,528,278 TIP ID CP-10746 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: O-ST-1 Project Title
Additional Project IDs: Annual Slurry Seal Program (O-ST-1) Type of Work: Road Maintenance Project Description
Type of Work Description: Road Maintenance -
Slurry seal of roadway
Slurry seal various roads in town
Limits
Citywide
Project Notes
$20,000 carry over from FY 20/21 $230,000 carry
over from FY 21/22 $283,527 carry over from FY
22/23
FISCAL
YEAR

FUND TYPE ENG ROW CON/IMP O&M TOTAL
TOTAL

ESCALATED
2024
Measure M2 Local
Fairshare
$50,000 $0 $283,527 $0 $333,527 $342,033
2025
Measure M2 Local
Fairshare
$50,000 $0 $200,000 $0 $250,000 $262,180
2026
Measure M2 Local
Fairshare
$50,000 $0 $200,000 $0 $250,000 $268,545
2027
Measure M2 Local
Fairshare
$50,000 $0 $200,000 $0 $250,000 $275,102
2028
Measure M2 Local
Fairshare
$50,000 $0 $200,000 $0 $250,000 $281,855
2029
Measure M2 Local
Fairshare
$50,000 $0 $200,000 $0 $250,000 $288,810
2030
Measure M2 Local
Fairshare
$50,000 $0 $200,000 $0 $250,000 $295,975
Totals: $350,000 $0 $1,483,527 $0 $1,833,527 $2,014,500 Last Revised: 23-00 - In Progress Total Programmed: $1,833,527 5/25/23, 2:59 PM https://ocfundtracker.octa.net/CIP/report_project_listing https://ocfundtracker.octa.net/CIP/report_project_listing 4/8 TIP ID CP-10748 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: O-ST-5 Project Title
Additional Project IDs: Annual Striping Program (O-ST-5) Type of Work: Safety Project Description
Type of Work Description: Safety - Restripe
roadway
Striping streets citywide
Limits
Citywide
Project Notes
$10,000 carry over from FY 20/21 $20,000 carry
over from FY 21/22 $158,439 carry over from FY
22/23

FISCAL YEAR FUND TYPE ENG ROW CON/IMP O&M TOTAL TOTAL ESCALATED 2024 Gas Tax $0 $0 $158,439 $0 $158,439 $163,192
2025 Gas Tax $0 $0 $50,000 $0 $50,000 $53,045
2026 Gas Tax $0 $0 $50,000 $0 $50,000 $54,636
2027 Gas Tax $0 $0 $50,000 $0 $50,000 $56,275
2028 Gas Tax $0 $0 $50,000 $0 $50,000 $57,964
2029 Gas Tax $0 $0 $50,000 $0 $50,000 $59,703
2030 Gas Tax $0 $0 $50,000 $0 $50,000 $61,494
Totals: $0 $0 $458,439 $0 $458,439 $506,309
Last Revised: 23-00 - In Progress Total Programmed: $458,439 TIP ID CP-10755 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: O-ST-3 Project Title
Additional Project IDs: Arterial Street Resurfacing Program (O-ST-3) Type of Work: Road Maintenance Project Description
Type of Work Description: Road Maintenance -
Rehabilitation of roadway Rehabilitation of various arterial roadways Limits
Various Streets
Project Notes
$100,000 carry over from FY 22/23

FISCAL YEAR FUND TYPE ENG ROW CON/IMP O&M TOTAL TOTAL ESCALATED 2024 Gas Tax $0 $0 $1,100,000 $0 $1,100,000 $1,133,000
2025 Gas Tax $0 $0 $500,000 $0 $500,000 $530,450
2026 Gas Tax $50,000 $0 $450,000 $0 $500,000 $541,727
2027 Gas Tax $50,000 $0 $450,000 $0 $500,000 $556,479
2028 Gas Tax $50,000 $0 $450,000 $0 $500,000 $571,673
2029 Gas Tax $50,000 $0 $450,000 $0 $500,000 $587,324
2030 Gas Tax $50,000 $0 $450,000 $0 $500,000 $603,443
Totals: $250,000 $0 $3,850,000 $0 $4,100,000 $4,524,096 Last Revised: 23-00 - In Progress Total Programmed: $4,100,000 TIP ID CP-10751 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: O-ST-6 Project Title
Additional Project IDs: Citywide Traffic Signal Improvement Program (O-ST-6) Type of Work: Traffic Signals Project Description
Type of Work Description: Traffic Signals -
Replace and upgrade traffic signals and equipment
Traffic signal improvement citywide
Limits
Citywide
Project Notes
$100,000 carry over from FY 20/21 $100,000 carry
over from FY 21/22 $580,721 carry over from FY
22/23
FISCAL
YEAR

FUND TYPE ENG ROW CON/IMP O&M TOTAL
TOTAL

ESCALATED
2024 Measure M2 Local
Fairshare
$0 $0 $580,721 $0 $580,721 $598,143
2025 Measure M2 Local
Fairshare
$50,000 $0 $100,000 $0 $150,000 $156,090
2026 Measure M2 Local
Fairshare
$50,000 $0 $100,000 $0 $150,000 $159,273
2027 Measure M2 Local
Fairshare
$50,000 $0 $100,000 $0 $150,000 $162,551
2028 Measure M2 Local
Fairshare
$50,000 $0 $100,000 $0 $150,000 $165,927
2029 Measure M2 Local
Fairshare
$50,000 $0 $100,000 $0 $150,000 $169,405
2030 Measure M2 Local
Fairshare
$50,000 $0 $100,000 $0 $150,000 $172,987
Totals: $300,000 $0 $1,180,721 $0 $1,480,721 $1,584,376 Last Revised: 23-00 - In Progress Total Programmed: $1,480,721 5/25/23, 2:59 PM https://ocfundtracker.octa.net/CIP/report_project_listing https://ocfundtracker.octa.net/CIP/report_project_listing 5/8 TIP ID CP-10752 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: Project Title
Additional Project IDs: I-405 Widening - OCTA Cooperative Agreement (ST1809) Type of Work: Administration Project Description
Type of Work Description: Administration - Other City staff support for OCTA 405 Widening Project Limits
I-405
Project Notes
OCTA Co-Op for 405 Widening. All funding is
reimbursable.

FISCAL YEAR FUND TYPE ENG ROW CON/IMP O&M TOTAL TOTAL ESCALATED 2024 General Fund $0 $0 $0 $0 $0 $0
2025 General Fund $0 $0 $0 $0 $0 $0
2026 General Fund $0 $0 $0 $0 $0 $0
2027 General Fund $0 $0 $0 $0 $0 $0
2028 General Fund $0 $0 $0 $0 $0 $0
2029 General Fund $0 $0 $0 $0 $0 $0
2030 General Fund $0 $0 $0 $0 $0 $0
Totals: $0 $0 $0 $0 $0 $0
Last Revised: 23-00 - In Progress Total Programmed: $0
TIP ID CP-12157 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: ST2302 Project Title
Additional Project IDs: LED Chevron Signs
Type of Work: Safety Project Description
Type of Work Description: Safety - Signage
installation and/or replacement
Installation of Curve advance warning signs with flashing beacons Limits
Seal Beach Blvd, south of Westminster Ave
Project Notes

FISCAL YEAR FUND TYPE ENG ROW CON/IMP O&M TOTAL TOTAL ESCALATED 2024 Gas Tax $0 $0 $65,000 $0 $65,000 $66,950
2025 Gas Tax $0 $0 $0 $0 $0 $0
2026 Gas Tax $0 $0 $0 $0 $0 $0
2027 Gas Tax $0 $0 $0 $0 $0 $0
2028 Gas Tax $0 $0 $0 $0 $0 $0
2029 Gas Tax $0 $0 $0 $0 $0 $0
2030 Gas Tax $0 $0 $0 $0 $0 $0
Totals: $0 $0 $65,000 $0 $65,000 $66,950
Last Revised: 23-00 - In Progress Total Programmed: $65,000 5/25/23, 2:59 PM https://ocfundtracker.octa.net/CIP/report_project_listing https://ocfundtracker.octa.net/CIP/report_project_listing 6/8 TIP ID CP-10753 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: Project Title
Additional Project IDs: Lampson Ave Bicycle Lane Improvements (ST1811) Type of Work: Bikeways Project Description
Type of Work Description: Bikeways - Extension
of existing route
Install new Class II Bike Lanes to close gap of existing bike lanes Limits
Lampson Ave from Basswood Street to Seal
Beach Blvd
Project Notes
$1,095,000.00 carry over from FY20-21
$1,428,000 carry over from FY 21/22 ($528,000
General Fund, $400,000 M2 Local Fairshare,
$500,000 Grant Funding) $1,749,775 carry over
from FY 22/23 ($528,000 Gas Tax, $520,609 Grant
funding ATP, $701,166 M2 Local Fair share)
FISCAL
YEAR

FUND TYPE ENG ROW CON/IMP O&M TOTAL
TOTAL

ESCALATED
2024
Measure M2 Local
Fairshare
$0 $0 $1,001,166 $0 $1,001,166 $1,031,201
2024
Active Transportation
Program
$0 $0 $520,609 $0 $520,609 $536,227
2024 Gas Tax $0 $0 $528,000 $0 $528,000 $543,840
2025
Measure M2 Local
Fairshare
$0 $0 $0 $0 $0 $0
2026
Measure M2 Local
Fairshare
$0 $0 $0 $0 $0 $0
2027
Measure M2 Local
Fairshare
$0 $0 $0 $0 $0 $0
2028
Measure M2 Local
Fairshare
$0 $0 $0 $0 $0 $0
2029
Measure M2 Local
Fairshare
$0 $0 $0 $0 $0 $0
2030
Measure M2 Local
Fairshare
$0 $0 $0 $0 $0 $0
Totals: $0 $0 $2,049,775 $0 $2,049,775 $2,111,268
Last Revised: 23-00 - In Progress Total Programmed: $2,049,775 TIP ID CP-11609 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: ST2009 Project Title
Additional Project IDs: Main Street Improvements Program (ST2009) Type of Work: Aesthetics Project Description
Type of Work Description: Aesthetics -
Hardscape, lighting treatment, or community
identity/monumentation improvements
This project will solicit input from the community to generate a Main Street design for a phased-out construction approach. Improvements may include a combination of pavement rehabilitation, landscape/hardscape improvements, and outdoor furnishings Limits
Pacific Coast Hwy to Ocean Ave
Project Notes
$200,000 carry over from FY 20/21 Measure M2
Local Fairshare $90,000 carry over from FY 20/21
General Fund $290,000 carry over from FY 21/22
General Fund $308,671 carry over from FY 22/23
($85,000 General Fund, $223,671 Gas Tax)

FISCAL YEAR FUND TYPE ENG ROW CON/IMP O&M TOTAL TOTAL ESCALATED 2024 Gas Tax $0 $0 $223,671 $0 $223,671 $230,381
2024 General Fund $85,000 $0 $0 $0 $85,000 $85,000
2025 General Fund $0 $0 $0 $0 $0 $0
2026 General Fund $0 $0 $0 $0 $0 $0
2027 General Fund $0 $0 $0 $0 $0 $0
2028 General Fund $0 $0 $0 $0 $0 $0
2029 General Fund $0 $0 $0 $0 $0 $0
2030 General Fund $0 $0 $0 $0 $0 $0
Totals: $85,000 $0 $223,671 $0 $308,671 $315,381
Last Revised: 23-00 - In Progress Total Programmed: $308,671 5/25/23, 2:59 PM https://ocfundtracker.octa.net/CIP/report_project_listing https://ocfundtracker.octa.net/CIP/report_project_listing 7/8 TIP ID CP-12153 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: SDxxxx Project Title
Additional Project IDs: Old Town CDS - ECP Tier 2 grant Prep Type of Work: Environmental Cleanup Project Description Type of Work Description: Environmental
Cleanup - Continuous Deflection Separator (CDS) Grant Preparation for application and design for ECP Tier 2 Limits
Old Town Seal Beach
Project Notes

FISCAL YEAR FUND TYPE ENG ROW CON/IMP O&M TOTAL TOTAL ESCALATED 2024 General Fund $0 $0 $0 $0 $0 $0
2025 General Fund $150,000 $0 $0 $0 $150,000 $150,000
2026 General Fund $0 $0 $0 $0 $0 $0
2027 General Fund $0 $0 $0 $0 $0 $0
2028 General Fund $0 $0 $0 $0 $0 $0
2029 General Fund $0 $0 $0 $0 $0 $0
2030 General Fund $0 $0 $0 $0 $0 $0
Totals: $150,000 $0 $0 $0 $150,000 $150,000
Last Revised: 23-00 - In Progress Total Programmed: $150,000 TIP ID CP-12171 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: Bg2401 Project Title
Additional Project IDs: Revitalization Plan
Type of Work: Other Project Description
Type of Work Description: Other - Other City-Wide Revitalization of of various City Facilities Limits
City Wide
Project Notes
Project includes Fire Related work, Fiber and
phone connectivity, Lifeguard building repairs,
pump station repairs, ECP work, street rehab,
signal work, etc. Some street related work may
have funding changed to M2 Fairshare. Currently,
it is all budgeted as General Funds.

FISCAL YEAR FUND TYPE ENG ROW CON/IMP O&M TOTAL TOTAL ESCALATED 2024 General Fund $0 $0 $2,250,000 $0 $2,250,000 $2,317,500 2025 General Fund $0 $0 $0 $0 $0 $0
2026 General Fund $0 $0 $0 $0 $0 $0
2027 General Fund $0 $0 $0 $0 $0 $0
2028 General Fund $0 $0 $0 $0 $0 $0
2029 General Fund $0 $0 $0 $0 $0 $0
2030 General Fund $0 $0 $0 $0 $0 $0
Totals: $0 $0 $2,250,000 $0 $2,250,000 $2,317,500
Last Revised: 23-00 - In Progress Total Programmed: $2,250,000 TIP ID CP-10758 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: ST2109 Project Title
Additional Project IDs: 20-SBCH-TSP-3977 Seal Beach Blvd Traffic Signal Synchronization Type of Work: Traffic Signals Project Description
Type of Work Description: Traffic Signals - Install
new traffic signals and equipment
Synchronization traffic signals along Seal Beach Boulevard.

Limits
Citywide
Project Notes
$800,000 carry over to FY 21/22 $10,000 carry
over to FY 22/23 $395,609 carry over from FY
22/23 ($136,932 General fund, $258,677 TSSP
Grant Funding)
FISCAL
YEAR

FUND TYPE ENG ROW CON/IMP O&M TOTAL
TOTAL

ESCALATED
2024 General Fund $0 $0 $136,932 $0 $136,932 $141,040
2024
Traffic Signal Sync
Program (TSSP)
$0 $0 $258,677 $0 $258,677 $266,437
2025 General Fund $0 $0 $0 $0 $0 $0
2026 General Fund $0 $0 $0 $0 $0 $0
2027 General Fund $0 $0 $0 $0 $0 $0
2028 General Fund $0 $0 $0 $0 $0 $0
2029 General Fund $0 $0 $0 $0 $0 $0
2030 General Fund $0 $0 $0 $0 $0 $0
Totals: $0 $0 $395,609 $0 $395,609 $407,477
Last Revised: 23-00 - In Progress Total Programmed: $395,609 5/25/23, 2:59 PM https://ocfundtracker.octa.net/CIP/report_project_listing https://ocfundtracker.octa.net/CIP/report_project_listing 8/8 TIP ID CP-11913 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: ST2301 Project Title
Additional Project IDs: Seal Beach Blvd at North Gate Road Improvements ST2301 Type of Work: Road Maintenance Project Description
Type of Work Description: Road Maintenance -
Rehabilitation of roadway Repaving the intersection of Seal Beach Blvd and North Gate Rd Limits
Seal Beach Blvd & North Gate Rd
Project Notes
$150,034 funding rom Pavement Management
Relief Funding (PMRF)

FISCAL YEAR FUND TYPE ENG ROW CON/IMP O&M TOTAL TOTAL ESCALATED 2024 Other $0 $0 $150,034 $0 $150,034 $154,535
2024 Gas Tax $75,000 $0 $400,000 $0 $475,000 $487,000
2025 Gas Tax $0 $0 $0 $0 $0 $0
2026 Gas Tax $0 $0 $0 $0 $0 $0
2028 Gas Tax $0 $0 $0 $0 $0 $0
2029 Gas Tax $0 $0 $0 $0 $0 $0
2030 Gas Tax $0 $0 $0 $0 $0 $0
Totals: $75,000 $0 $550,034 $0 $625,034 $641,535
Last Revised: 23-00 - In Progress Total Programmed: $625,034 TIP ID CP-10760 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: Project Title
Additional Project IDs: Seal Way Storm Drain Improvements (SD1803) Type of Work: Safety Project Description
Type of Work Description: Safety - Improve
roadway drainage New storm drain system on Seal Way. (Design, Grant Preparation, construction) Limits
Seal Way, Electric Ave and Ocean Ave
Project Notes
$24,000 carry over from FY 20/21 General Fund
$7,000 carry over from FY 21/22 General Fund

FISCAL YEAR FUND TYPE ENG ROW CON/IMP O&M TOTAL TOTAL ESCALATED 2024 General Fund $25,000 $0 $0 $0 $25,000 $25,000
2025 General Fund $0 $0 $0 $0 $0 $0
2026 General Fund $0 $0 $0 $0 $0 $0
2027 General Fund $0 $0 $0 $0 $0 $0
2028 General Fund $0 $0 $0 $0 $0 $0
2029 General Fund $0 $0 $0 $0 $0 $0
2030 General Fund $0 $0 $0 $0 $0 $0
Totals: $25,000 $0 $0 $0 $25,000 $25,000
Last Revised: 23-00 - In Progress Total Programmed: $25,000 TIP ID CP-12154 IMPLEMENTING AGENCY Seal Beach, City of Local Project Number: ST2201 Project Title
Additional Project IDs: Steet Assessment and Barrier removals Type of Work: Pedestrian Project Description
Type of Work Description: Pedestrian -
Reconstruction or rehabilitation of sidewalk Sidewalk repairs due to obstructions, tree roots, etc.

Limits
City Wide
Project Notes

FISCAL YEAR FUND TYPE ENG ROW CON/IMP O&M TOTAL TOTAL ESCALATED 2024 General Fund $0 $0 $117,166 $0 $117,166 $120,681
2025 General Fund $0 $0 $0 $0 $0 $0
2026 General Fund $0 $0 $0 $0 $0 $0
2027 General Fund $0 $0 $0 $0 $0 $0
2028 General Fund $0 $0 $0 $0 $0 $0
2029 General Fund $0 $0 $0 $0 $0 $0
2030 General Fund $0 $0 $0 $0 $0 $0
Totals: $0 $0 $117,166 $0 $117,166 $120,681
Last Revised: 23-00 - In Progress Total Programmed: $117,166

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ŽƐƚZĞĐŽǀĞƌǇ^ĐŚĞĚƵůĞ
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EŽƚĞ͗dŚŝƐƐĐŚĞĚƵůĞĚŽĞƐŶŽƚŝŶĐůƵĚĞĂůůĨĞĞƐ͕ƌĂƚĞƐ͕ŽƌĐŚĂƌŐĞƐƚŚĂƚŵĂǇďĞŝŵƉŽƐĞĚ ďǇƚŚĞŝƚǇŽĨ^ĞĂůĞĂĐŚ͘
ǆĂŵƉůĞƐŽĨĞǆĐůƵĚĞĚŝƚĞŵƐŝŶĐůƵĚĞ͕ďƵƚĂƌĞŶŽƚůŝŵŝƚĞĚƚŽ͕ƵƚŝůŝƚǇƌĂƚĞƐ͘ 328
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&ĞĞ hŶŝƚ EŽƚĞ
͘ŽĐƵŵĞŶƚƐ
ϭ ŽƉǇŚĂƌŐĞ
ĂͿϴ͘ϱΗǆϭϭΗ ΨϬ͘Ϯϱ ƉĞƌƉĂŐĞ
ďͿϴ͘ϱΗǆϭϰΗĂŶĚϭϭΗǆϭϳΗ ΨϬ͘ϱϬ ƉĞƌƉĂŐĞ
ĐͿŽůŽƌŽƉŝĞƐ ΨϬ͘ϱϬ ƉĞƌƉĂŐĞ
Ϯ WƌĞƉĂƌĂƚŝŽŶŽĨ
ůĞĐƚƌŽŶŝĐDĞĚŝĂ Ψϴ ƉĞƌh^
ϯ WƌĞƉĂƌĂƚŝŽŶŽĨƵƐƚŽŵZĞƉŽƌƚƐ ĐƚƵĂů,ŽƵƌůǇŽƐƚ ƉĞƌƌĞƋƵĞƐƚ ϰ DƵŶŝĐŝƉĂůŽĚĞ͕DĂƐƚĞƌWůĂŶƐ͕ƵĚŐĞƚZĞƉŽƌƚƐ͕
ƚĐ͘ ǀĂŝůĂďůĞKŶůŝŶĞ
ϱ
ĐŽŶŽŵŝĐ/ŶƚĞƌĞƐƚŝƐĐůŽƐƵƌĞĂŶĚĂŵƉĂŝŐŶ^ƚĂƚĞŵĞŶƚƐ ΨϬ͘ϭϬ ƉĞƌƉĂŐĞ ΀Ă΁ ϲ ĂŶĚŝĚĂƚĞ&ŝůŝŶŐ&ĞĞ ΨϮϱ ΀ď΁
ϳ EŽƚŝĐĞŽĨ/ŶƚĞŶƚƚŽŝƌĐƵůĂƚĞWĞƚŝƚŝŽŶ ΨϮϬϬ ΀Đ΁
ϴ ĞƌƚŝĨŝĞĚŽƉǇŽĨŝƚǇŽĐƵŵĞŶƚ Ψϴ
ϵ ZĞƐŝĚĞŶĐǇsĞƌŝĨŝĐĂƚŝŽŶ Ψϴ
ϭϬ ƌĞĚŝƚĂƌĚWƌŽĐĞƐƐŝŶŐ&ĞĞ ΨϬ WĞƌĐĞŶƚŽĨĨĞĞƐƉĂŝĚďǇ ĐƌĞĚŝƚĐĂƌĚ
ϭϭ WŽƐƚĂŐĞ ĐƚƵĂůŽƐƚ ƉĞƌƌĞƋƵĞƐƚ
͘ZĞƚƵƌŶĞĚ/ƚĞŵƐ
ϭ ZĞƚƵƌŶĞĚ/ƚĞŵƐͬEŽŶͲ^ƵĨĨŝĐŝĞŶƚ&ƵŶĚƐdƌĂŶƐĂĐƚŝŽŶƐͬ ƚĐ͘ ΨϮϱĨŽƌĨŝƌƐƚ͖ΨϯϱĞĂĐŚĂĚĚŝƚŝŽŶĂů
͘/ŶĨƌĂĐƚŝŽŶͬĚŵŝŶŝƐƚƌĂƚŝǀĞWĞŶĂůƚŝĞƐ
ϭ /ŶĨƌĂĐƚŝŽŶWĞŶĂůƚǇͲ/ŶĂϭϮŵŽŶƚŚƚŝŵĞƉĞƌŝŽĚ
ĂͿ&ŝƌƐƚKĨĨĞŶƐĞ ΨϱϬϬ
ďͿ^ĞĐŽŶĚKĨĨĞŶƐĞ ΨϳϱϬ
ĐͿdŚŝƌĚKĨĨĞŶƐĞ Ψϭ͕ϬϬϬ
Ϯ ĚŵŝŶŝƐƚƌĂƚŝǀĞWĞŶĂůƚǇͲ/ŶĂϭϮŵŽŶƚŚƚŝŵĞƉĞƌŝŽĚ
ĂͿ&ŝƌƐƚKĨĨĞŶƐĞ ΨϭϬϬ
ďͿ^ĞĐŽŶĚKĨĨĞŶƐĞ ΨϮϬϬ
ĐͿdŚŝƌĚKĨĨĞŶƐĞ ΨϱϬϬ
ϯ ĚŵŝŶŝƐƚƌĂƚŝǀĞ,ĞĂƌŝŶŐĞƉŽƐŝƚ Ψϭ͕ϱϬϬ
΀Ă΁'ŽǀĞƌŶŵĞŶƚŽĚĞ^ĞĐƚŝŽŶϴϭϬϬϴ͘
΀ď΁
ůĞĐƚŝŽŶƐŽĚĞ^ĞĐƚŝŽŶϭϬϮϮϴ͘&ĞĞŝƐŶŽŶͲƌĞĨƵŶĚĂďůĞ͘
΀Đ΁
ůĞĐƚŝŽŶƐŽĚĞ^ĞĐƚŝŽŶϵϮϬϮ͘&ĞĞŝƐƌĞĨƵŶĚĂďůĞ͘
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
329
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
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&ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
ϭ ,sŚĂŶŐĞͲKƵƚͲZĞƐŝĚĞŶƚŝĂů Ψϲϵ ƉĞƌƉĞƌŵŝƚ
Ϯ ,sŚĂŶŐĞͲKƵƚͲŽŵŵĞƌĐŝĂů;ƉĞƌƵŶŝƚͿ ΨϮϯϬ ƉĞƌƉĞƌŵŝƚ ϯ ZĞƐŝĚĞŶƚŝĂů^ŽůĂƌWŚŽƚŽǀŽůƚĂŝĐ^ǇƐƚĞŵͲ^ŽůĂƌWĞƌŵŝƚ
ĂͿϭϱŬtŽƌůĞƐƐ ΨϯϮϮ ƉĞƌƉĞƌŵŝƚ
ďͿďŽǀĞϭϱŬtʹďĂƐĞ ΨϯϮϮ ƉĞƌƉĞƌŵŝƚ
ĐͿďŽǀĞϭϱŬtʹƉĞƌŬt Ψϭϲ ƉĞƌƉĞƌŵŝƚ
ϰ ŽŵŵĞƌĐŝĂů^ŽůĂƌWŚŽƚŽǀŽůƚĂŝĐ^ǇƐƚĞŵͲ^ŽůĂƌWĞƌŵŝƚ
ĂͿϱϬŬtŽƌůĞƐƐ Ψϭ͕ϬϬϬ ƉĞƌƉĞƌŵŝƚ
ďͿϱϬŬtʹϮϱϬŬtʹĂƐĞ Ψϭ͕ϬϬϬ ƉĞƌƉĞƌŵŝƚ
ĐͿϱϬŬtʹϮϱϬŬtʹƉĞƌŬtĂďŽǀĞϱϬŬt Ψϳ ƉĞƌƉĞƌŵŝƚ
ĚͿďŽǀĞϮϱϬŬtʹďĂƐĞ ΨϮ͕ϰϬϬ ƉĞƌƉĞƌŵŝƚ
ĞͿďŽǀĞϮϱϬŬtʹƉĞƌŬt Ψϱ ƉĞƌƉĞƌŵŝƚ
ϱ ^ĞƌǀŝĐĞWĂŶĞůhƉŐƌĂĚĞͲZĞƐŝĚĞŶƚŝĂů Ψϳϵ ƉĞƌƉĞƌŵŝƚ
ϲ ^ĞƌǀŝĐĞWĂŶĞůhƉŐƌĂĚĞͲŽŵŵĞƌĐŝĂů ΨϮϯϬ ƉĞƌƉĞƌŵŝƚ
ϳ tĂƚĞƌ,ĞĂƚĞƌŚĂŶŐĞͲKƵƚ ΨϯϮ ƉĞƌƉĞƌŵŝƚ
ϴ >ŝŶĞZĞƉĂŝƌͲ^ĞǁĞƌͬtĂƚĞƌͬ'ĂƐ Ψϭϱϴ ƉĞƌƉĞƌŵŝƚ
ϵ ZĞͲZŽŽĨ
ĂͿhƉƚŽϮ͕ϬϬϬ^& ΨϮϳϲ ƉĞƌƉĞƌŵŝƚ
ďͿ
ĂĐŚĚĚΖůϭ͕ϬϬϬ^&ŽƌĨƌĂĐƚŝŽŶƚŚĞƌĞŽĨ ΨϵϮ ƉĞƌƉĞƌŵŝƚ
ϭϬ ^ǁŝŵŵŝŶŐWŽŽůͬ^ƉĂ
ĂͿ^ǁŝŵŵŝŶŐWŽŽůͬ^ƉĂ ^ĞĞůĚŐWĞƌŵŝƚ&ĞĞdĂďůĞ ƉĞƌƉĞƌŵŝƚ ďͿĞƚĂĐŚĞĚ^ƉĂͬtĂƚĞƌ&ĞĂƚƵƌĞ ^ĞĞůĚŐWĞƌŵŝƚ&ĞĞdĂďůĞ ƉĞƌƉĞƌŵŝƚ ĐͿ'ƵŶŝƚĞůƚĞƌĂƚŝŽŶ ^ĞĞůĚŐWĞƌŵŝƚ&ĞĞdĂďůĞ ƉĞƌƉĞƌŵŝƚ ĚͿ
ƋƵŝƉŵĞŶƚŚĂŶŐĞͲŽƵƚůŽŶĞ ^ĞĞůĚŐWĞƌŵŝƚ&ĞĞdĂďůĞ ƉĞƌƉĞƌŵŝƚ ͘&ĞĞƐĨŽƌŽŵŵŽŶůǇZĞƋƵĞƐƚĞĚ^ƚĂŶĚͲůŽŶĞƵŝůĚŝŶŐWĞƌŵŝƚdǇƉĞƐ͘&ĞĞƐƐŚŽǁŶŝŶƚŚŝƐƐĞĐƚŝŽŶ;^ĞĐƚŝŽŶ͘ͿŝŶĐůƵĚĞĂůůĂƉƉůŝĐĂďůĞŝŶƐƉĞĐƚŝŽŶ͕ ĂŶĚƉůĂŶƌĞǀŝĞǁĨĞĞƐͿ͘ĚĚŝƚŝŽŶĂůĨĞĞƐĂƉƉůǇĨŽƌƉĞƌŵŝƚƉƌŽĐĞƐƐŝŶŐĂŶĚƐĞƌǀŝĐĞƐƉƌŽǀŝĚĞĚďǇŽƚŚĞƌŝƚǇĞƉĂƌƚŵĞŶƚƐ;Ğ͘Ő͘WůĂŶŶŝŶŐZĞǀŝĞǁͿ͕ dĞĐŚŶŽůŽŐǇ
ŶŚĂŶĐĞŵĞŶƚ&ĞĞƐ͕ĂŶĚ&ĞĞƐŽůůĞĐƚĞĚŽŶĞŚĂůĨŽĨKƚŚĞƌŐĞŶĐŝĞƐ;Ğ͘Ő͘^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂͿ͘ ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
330
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
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&ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
͘&ĞĞƐĨŽƌŽŵŵŽŶůǇZĞƋƵĞƐƚĞĚ^ƚĂŶĚͲůŽŶĞƵŝůĚŝŶŐWĞƌŵŝƚdǇƉĞƐ͘&ĞĞƐƐŚŽǁŶŝŶƚŚŝƐƐĞĐƚŝŽŶ;^ĞĐƚŝŽŶ͘ͿŝŶĐůƵĚĞĂůůĂƉƉůŝĐĂďůĞŝŶƐƉĞĐƚŝŽŶ͕ ĂŶĚƉůĂŶƌĞǀŝĞǁĨĞĞƐͿ͘ĚĚŝƚŝŽŶĂůĨĞĞƐĂƉƉůǇĨŽƌƉĞƌŵŝƚƉƌŽĐĞƐƐŝŶŐĂŶĚƐĞƌǀŝĐĞƐƉƌŽǀŝĚĞĚďǇŽƚŚĞƌŝƚǇĞƉĂƌƚŵĞŶƚƐ;Ğ͘Ő͘WůĂŶŶŝŶŐZĞǀŝĞǁͿ͕ dĞĐŚŶŽůŽŐǇ
ŶŚĂŶĐĞŵĞŶƚ&ĞĞƐ͕ĂŶĚ&ĞĞƐŽůůĞĐƚĞĚŽŶĞŚĂůĨŽĨKƚŚĞƌŐĞŶĐŝĞƐ;Ğ͘Ő͘^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂͿ͘ ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
ϭϭ WĂƚŝŽ
ĂͿ^ƚĂŶĚĂƌĚ;tŽŽĚͬDĞƚĂů&ƌĂŵĞͿ
ŝͿhƉƚŽϮϬϬ^& ΨϮϯϬ ƉĞƌƉĞƌŵŝƚ
ŝŝͿ'ƌĞĂƚĞƌƚŚĂŶϮϬϬ^& ΨϯϮϮ ƉĞƌƉĞƌŵŝƚ
ďͿhƉŐƌĂĚĞĚ;ǁŝƚŚĞůĞĐƚƌŝĐĂů͕ƐƚƵĐĐŽ͕ĨĂŶƐ͕ĞƚĐ͘Ϳ
ŝͿhƉƚŽϮϬϬ^& Ψϰϱϵ ƉĞƌƉĞƌŵŝƚ
ŝŝͿ'ƌĞĂƚĞƌƚŚĂŶϮϬϬ^& Ψϱϱϭ ƉĞƌƉĞƌŵŝƚ
ϭϮ tŝŶĚŽǁͬ^ůŝĚŝŶŐ'ůĂƐƐŽŽƌͬ^ŽůĂͲdƵďĞ
ĂͿZĞƚƌŽĨŝƚͬZĞƉĂŝƌ
ŝͿhƉƚŽϱ Ψϭϯϴ ƉĞƌƉĞƌŵŝƚ
ŝŝͿ
ĂĐŚĂĚĚŝƚŝŽŶĂůϱ Ψϰϲ ƉĞƌƉĞƌŵŝƚ
ďͿEĞǁͬůƚĞƌĂƚŝŽŶ
ŝͿ&ŝƌƐƚ ΨϮϳϲ ƉĞƌƉĞƌŵŝƚ
ŝŝͿ
ĂĐŚĂĚĚŝƚŝŽŶĂů Ψϲϵ ƉĞƌƉĞƌŵŝƚ
331
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
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&ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
ϭ ůŽĐŬtĂůůͬZĞƚĂŝŶŝŶŐͬŽŵďŽtĂůů
ĂͿůŽĐŬtĂůů
ŝͿ&ŝƌƐƚϭϬϬ>& Ψϭϯϳ͘ϴϬ
ŝŝͿ
ĂĐŚĂĚĚŝƚŝŽŶĂůϱϬ>& ΨϯϬ͘ϲϮ
ďͿZĞƚĂŝŶŝŶŐͬŽŵďŝŶĂƚŝŽŶtĂůůͲ
ĂĐŚϱϬ>& Ψϲϭ͘Ϯϰ
Ϯ &ĞŶĐĞ
ĂͿ&ŝƌƐƚϭϬϬ>& Ψϭϯϳ͘ϴϬ
ďͿ
ĂĐŚĂĚĚŝƚŝŽŶĂůϱϬ>& ΨϯϬ͘ϲϮ
ϯ ^ŝŐŶ
ĂͿDŽŶƵŵĞŶƚ^ŝŐŶͲ&ŝƌƐƚ ΨϮϳϱ͘ϲϬ
ďͿDŽŶƵŵĞŶƚ^ŝŐŶͲ
ĂĐŚĚĚŝƚŝŽŶĂů ΨϯϬ͘ϲϮ
ĐͿtĂůůͬǁŶŝŶŐ^ŝŐŶͲ&ŝƌƐƚ Ψϭϱϯ͘ϭϭ
ĚͿtĂůůͬǁŶŝŶŐ^ŝŐŶͲ
ĂĐŚĚĚŝƚŝŽŶĂů ΨϯϬ͘ϲϮ
ϰ dĞŶƚ
ĂͿhƉƚŽϭ͕ϬϬϬ^& Ψϭϯϳ͘ϴϬ
ďͿ
ĂĐŚĂĚĚŝƚŝŽŶĂůϭ͕ϬϬϬ^&ŽƌĨƌĂĐƚŝŽŶƚŚĞƌĞŽĨ ΨϯϬ͘ϲϮ
ΎƵƌƌĞŶƚĨĞĞƐǀĂƌǇďĂƐĞĚŽŶƉƌŽũĞĐƚǀĂůƵĂƚŝŽŶ͘
͘DŝƐĐĞůůĂŶĞŽƵƐ/ƚĞŵWĞƌŵŝƚƐ
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
332
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
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&ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
ϭ
ůĞĐƚƌŝĐĂů^ĞƌǀŝĐĞƐ
ĂͿ&ŽƌƐĞƌǀŝĐĞƐ͕ƐǁŝƚĐŚďŽĂƌĚƐ͕ƐǁŝƚĐŚďŽĂƌĚƐĞĐƚŝŽŶƐ͕
ŵŽƚŽƌĐŽŶƚƌŽůĐĞŶƚĞƌƐ͕ĂŶĚƉĂŶĞůďŽĂƌĚƐŽĨϲϬϬǀŽůƚƐŽƌ ůĞƐƐĂŶĚŶŽƚŽǀĞƌϯϵϵĂŵƉĞƌĞƐŝŶƌĂƚŝŶŐ͕
ΨϬ͘ϯϮ ƉĞƌĂŵƉ
ďͿ&ŽƌƐĞƌǀŝĐĞƐ͕ƐǁŝƚĐŚďŽĂƌĚƐ͕ƐǁŝƚĐŚďŽĂƌĚƐĞĐƚŝŽŶƐ͕
ŵŽƚŽƌĐŽŶƚƌŽůĐĞŶƚĞƌƐ͕ĂŶĚƉĂŶĞůďŽĂƌĚƐŽĨϲϬϬǀŽůƚƐŽƌ ůĞƐƐĂŶĚϰϬϬĂŵƉĞƌĞƐƚŽϭ͕ϬϬϬĂŵƉĞƌĞƐŝŶƌĂƚŝŶŐ͕
ΨϬ͘ϯϳ ƉĞƌĂŵƉ
ĐͿ&ŽƌƐĞƌǀŝĐĞƐ͕ƐǁŝƚĐŚďŽĂƌĚƐ͕ƐǁŝƚĐŚďŽĂƌĚƐĞĐƚŝŽŶƐ͕
ŵŽƚŽƌĐŽŶƚƌŽůĐĞŶƚĞƌƐ͕ĂŶĚƉĂŶĞůďŽĂƌĚƐŽǀĞƌϲϬϬǀŽůƚƐŽƌ ŽǀĞƌϭ͕ϬϬϬĂŵƉĞƌĞƐŝŶƌĂƚŝŶŐ͘
ΨϬ͘ϰϯ ƉĞƌĂŵƉ
Ϯ
ůĞĐƚƌŝĐĂů^ǇƐƚĞŵƐŝŶŶĞǁƐƚƌƵĐƚƵƌĞƐŽƌďƵŝůĚŝŶŐĂĚĚŝƚŝŽŶƐ ʹƚŚĞĨŽůůŽǁŝŶŐĐŚĂƌŐĞƐƐŚĂůůĂƉƉůǇƚŽĞůĞĐƚƌŝĐĂůƐǇƐƚĞŵƐ ĐŽŶƚĂŝŶĞĚǁŝƚŚŝŶŽƌŽŶĂŶǇŶĞǁƐƚƌƵĐƚƵƌĞ͕ŝŶĐůƵĚŝŶŐŶĞǁ ĂĚĚŝƚŝŽŶƐƚŽĞǆŝƐƚŝŶŐƐƚƌƵĐƚƵƌĞƐ
ĂͿtĂƌĞŚŽƵƐĞͲƚŚĂƚƉĂƌƚǁŚŝĐŚŝƐŽǀĞƌϱ͕ϬϬϬ^& ΨϬ͘ϬϮϯ ƉĞƌ^& ďͿ^ƚŽƌĂŐĞŐĂƌĂŐĞƐǁŚĞƌĞŶŽƌĞƉĂŝƌǁŽƌŬŝƐĚŽŶĞ ΨϬ͘ϬϮϯ ƉĞƌ^& ĐͿŝƌĐƌĂĨƚŚĂŶŐĞƌƐǁŚĞƌĞŶŽƌĞƉĂŝƌǁŽƌŬŝƐĚŽŶĞ ΨϬ͘ϬϮϯ ƉĞƌ^& ĚͿZĞƐŝĚĞŶƚŝĂůĂĐĐĞƐƐŽƌǇďƵŝůĚŝŶŐƐĂƚƚĂĐŚĞĚŽƌĚĞƚĂĐŚĞĚ ƐƵĐŚĂƐŐĂƌĂŐĞƐ͕ĐĂƌƉŽƌƚƐ͕ƐŚĞĚƐ͕ĞƚĐ͘
ΨϬ͘Ϭϰϲ ƉĞƌ^&
ĞͿ'ĂƌĂŐĞƐĂŶĚĐĂƌƉŽƌƚƐĨŽƌŵŽƚĞůƐ͕ŚŽƚĞůƐ͕ĂŶĚ
ĐŽŵŵĞƌĐŝĂůƉĂƌŬŝŶŐ
ΨϬ͘Ϭϰϲ ƉĞƌ^&
ĨͿtĂƌĞŚŽƵƐĞƐƵƉƚŽĂŶĚŝŶĐůƵĚŝŶŐϱ͕ϬϬϬ^& ΨϬ͘Ϭϰϲ ƉĞƌ^& ŐͿůůŽƚŚĞƌŽĐĐƵƉĂŶĐŝĞƐŶŽƚůŝƐƚĞĚĂƌĞĂƚŚĂƚŝƐŽǀĞƌϱ͕ϬϬϬ ^&
ΨϬ͘Ϭϰϲ ƉĞƌ^&
ŚͿĨŽƌĂůůŽƚŚĞƌŽĐĐƵƉĂŶĐŝĞƐŶŽƚůŝƐƚĞĚƵƉƚŽĂŶĚŝŶĐůƵĚŝŶŐ ϱ͕ϬϬϬ^&
ΨϬ͘ϬϵϮ ƉĞƌ^&
ŝͿĨŽƌƚĞŵƉŽƌĂƌǇǁŝƌŝŶŐĚƵƌŝŶŐĐŽŶƐƚƌƵĐƚŝŽŶ ΨϬ͘Ϭϭϴ ƉĞƌ^& ϯ dĞŵƉŽƌĂƌǇ^ĞƌǀŝĐĞ
ĂͿdĞŵƉŽƌĂƌǇĨŽƌĐŽŶƐƚƌƵĐƚŝŽŶƐĞƌǀŝĐĞ͕ŝŶĐůƵĚŝŶŐƉŽůĞƐŽƌ ƉĞĚĞƐƚĂůƐ
Ψϲϭ ĞĂĐŚ
ďͿƉƉƌŽǀĂůĨŽƌƚĞŵƉŽƌĂƌǇƵƐĞŽĨƉĞƌŵĂŶĞŶƚƐĞƌǀŝĐĞ
ĞƋƵŝƉŵĞŶƚƉƌŝŽƌƚŽĐŽŵƉůĞƚŝŽŶŽĨƐƚƌƵĐƚƵƌĞŽĨĨŝŶĂů
ŝŶƐƉĞĐƚŝŽŶ
Ψϲϭ ĞĂĐŚ
ĐͿĚĚŝƚŝŽŶĂůƐƵƉƉŽƌƚŝŶŐƉŽůĞƐ Ψϭϱ ĞĂĐŚ
ĚͿ^ĞƌǀŝĐĞĨŽƌĚĞĐŽƌĂƚŝǀĞůŝŐŚƚŝŶŐ͕ƐĞĂƐŽŶĂůƐĂůĞƐůŽƚ͕ĞƚĐ͘ Ψϯϭ ĞĂĐŚ ϰ DŝƐĐĞůůĂŶĞŽƵƐ
ĂͿƌĞĂůŝŐŚƚŝŶŐƐƚĂŶĚĂƌĚƐ
ŝͿƵƉƚŽĂŶĚŝŶĐůƵĚŝŶŐϭϬŽŶĂƐŝƚĞ Ψϭϱ ĞĂĐŚ
ŝŝͿŽǀĞƌϭϬŽŶĂƐŝƚĞ Ψϲ ĞĂĐŚ
ďͿWƌŝǀĂƚĞƌĞƐŝĚĞŶƚŝĂůƐǁŝŵŵŝŶŐƉŽŽůƐ͕ŝŶĐůƵĚŝŶŐƐƵƉƉůǇ ǁŝƌŝŶŐ͕ůŝŐŚƚƐ͕ŵŽƚŽƌƐ͕ĂŶĚďŽŶĚŝŶŐ
Ψϲϭ ĞĂĐŚ
ĐͿŽŵŵĞƌĐŝĂůƐǁŝŵŵŝŶŐƉŽŽůƐ ΨϭϮϯ ĞĂĐŚ
ĚͿ/ŶƐƉĞĐƚŝŽŶĨŽƌƌĞŝŶƐƚĂůůĂƚŝŽŶŽĨŝĚůĞŵĞƚĞƌ;ƌĞŵŽǀĞĚďǇ ƵƚŝůŝƚǇĐŽŵƉĂŶǇͿ
Ψϯϭ ĞĂĐŚ
͘
ůĞĐƚƌŝĐĂůŽĚĞ&ĞĞƐ
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
333
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
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^
&ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
͘
ůĞĐƚƌŝĐĂůŽĚĞ&ĞĞƐ
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
ϱ /ůůƵŵŝŶĂƚĞĚ^ŝŐŶƐͲEĞǁ͕ZĞůŽĐĂƚĞĚ͕ŽƌůƚĞƌĞĚ
ĂͿhƉƚŽĂŶĚŝŶĐůƵĚŝŶŐϱƐƋĨƚ Ψϯϭ
ďͿKǀĞƌϱƐƋĨƚĂŶĚŶŽƚŽǀĞƌϮϱƐƋĨƚ Ψϰϲ
ĐͿKǀĞƌϮϱƐƋĨƚĂŶĚŶŽƚŽǀĞƌϱϬƐƋĨƚ Ψϲϭ
ĚͿKǀĞƌϱϬƐƋĨƚĂŶĚŶŽƚŽǀĞƌϭϬϬƐƋĨƚ Ψϳϳ
ĞͿKǀĞƌϭϬϬƐƋĨƚĂŶĚŶŽƚŽǀĞƌϮϬϬƐƋĨƚ ΨϵϮ
ĨͿKǀĞƌϮϬϬƐƋĨƚĂŶĚŶŽƚŽǀĞƌϯϬϬƐƋĨƚ ΨϭϬϳ
ŐͿKǀĞƌϯϬϬƐƋĨƚ ΨϬ͘ϯϴ ƉĞƌ^&
ϲ KǀĞƌŚĞĂĚ>ŝŶĞŽŶƐƚƌƵĐƚŝŽŶͲƉŽůĞƐĂŶĚĂŶĐŚŽƌƐ Ψϭϱ ĞĂĐŚ ϳ ůƚĞƌŶĂƚĞŽƐƚ^ĐŚĞĚƵůĞ
ĂͿůƚĞƌĂƚŝŽŶƐ͕ĂĚĚŝƚŝŽŶƐ͕ĂŶĚŶĞǁĐŽŶƐƚƌƵĐƚŝŽŶǁŚĞƌĞŶŽ ƐƚƌƵĐƚƵƌĂůǁŽƌŬŝƐďĞŝŶŐĚŽŶĞŽƌǁŚĞƌĞŝƚŝƐŝŵƉƌĂĐƚŝĐĂůƚŽ ƵƐĞĂ^&ƐĐŚĞĚƵůĞ͖ĐŽŶǀĞƌƚƚŽƵŶŝƚƐĂƐĨŽůůŽǁƐ
Ψϭϱ ƉĞƌƵŶŝƚ
ďͿ&ŽƌĞĂĐŚŽƵƚůĞƚǁŚĞƌĞĐƵƌƌĞŶƚŝƐƵƐĞĚŽƌĐŽŶƚƌŽůůĞĚ Ψϭϱ ĞĂĐŚ ĐͿ&ŽƌĞĂĐŚůŝŐŚƚŝŶŐĨŝǆƚƵƌĞǁŚĞƌĞĐƵƌƌĞŶƚŝƐƵƐĞĚŽƌ
ĐŽŶƚƌŽůůĞĚ
Ψϭϱ ĞĂĐŚ
ĚͿ^ǁŝƚĐŚĞƐ Ψϭϱ ĞĂĐŚ
ĞͿ^ƵďƉĂŶĞů Ψϭϱ ĞĂĐŚ
ĨͿ&ĞĞĚĞƌ Ψϭϱ ĞĂĐŚ
ŐͿĂƚŚƌŽŽŵ
ǆŚĂƵƐƚ&ĂŶ Ψϭϱ ĞĂĐŚ
ϴ WŽǁĞƌƉƉĂƌĂƚƵƐ
&ŽƌĞƋƵŝƉŵĞŶƚƌĂƚĞĚŝŶŚŽƌƐĞƉŽǁĞƌ;,WͿ͕ŬŝůŽǁĂƚƚƐ;ŬtͿ͕Žƌ ŬŝůŽǀŽůƚͲĂŵƉĞƌĞƐ;<sͿ͕ƚŚĞĐŚĂƌŐĞĨŽƌĞĂĐŚŵŽƚŽƌ͕
ƚƌĂŶƐĨŽƌŵĞƌ͕ĂŶĚͬŽƌĂƉƉůŝĂŶĐĞƐŚĂůůďĞ͗
ĂͿϬƚŽϭƵŶŝƚ Ψϭϱ
ďͿKǀĞƌϭƵŶŝƚĂŶĚŶŽƚŽǀĞƌϭϬƵŶŝƚƐ Ψϯϭ
ĐͿKǀĞƌϭϬƵŶŝƚƐĂŶĚŶŽƚŽǀĞƌϱϬƵŶŝƚƐ Ψϰϲ
ĚͿKǀĞƌϱϬƵŶŝƚƐĂŶĚŶŽƚŽǀĞƌϭϬϬƵŶŝƚƐ Ψϲϭ
ĞͿKǀĞƌϭϬϬƵŶŝƚƐ ΨϵϮ
ϵ DŝƐĐĞůůĂŶĞŽƵƐĂƉƉĂƌĂƚƵƐ͕ĐŽŶĚƵŝƚƐ͕ĂŶĚĐŽŶĚƵĐƚŽƌƐĨŽƌ ĞůĞĐƚƌŝĐĂůĂƉƉĂƌĂƚƵƐ͕ĐŽŶĚƵŝƚƐĂŶĚĐŽŶĚƵĐƚŽƌƐĨŽƌǁŚŝĐŚĂ ƉĞƌŵŝƚŝƐƌĞƋƵŝƌĞĚ͕ďƵƚĨŽƌǁŚŝĐŚŶŽĐŚĂƌŐĞŝƐŚĞƌĞŝŶƐĞƚĨŽƌƚŚ Ψϯϭ ĞĂĐŚ
΀Ă΁&ŽƌĞƋƵŝƉŵĞŶƚŽƌĂƉƉůŝĂŶĐĞƐŚĂǀŝŶŐŵŽƌĞƚŚĂŶŽŶĞŵŽƚŽƌŽƌŚĞĂƚĞƌ͕ƚŚĞƐƵŵŽĨƚŚĞĐŽŵďŝŶĞĚƌĂƚŝŶŐƐŵĂǇďĞƵƐĞĚƚŽĐŽŵƉƵƚĞƚŚĞĐŚĂƌŐĞƐ͘ dŚĞƐĞĐŚĂƌŐĞƐƐŚĂůůŝŶĐůƵĚĞĂůůƐǁŝƚĐŚĞƐ͕ĐŝƌĐƵŝƚďƌĞĂŬĞƌƐ͕ĐŽŶƚƌĂĐƚŽƌƐ͕ƌĞůĂǇƐ͕ĂŶĚŽƚŚĞƌĚŝƌĞĐƚůǇƌĞůĂƚĞĚĐŽŶƚƌŽůĞƋƵŝƉŵĞŶƚ͘ 334
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
h/>/E'&

^
&ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
ϭ WůƵŵďŝŶŐĨŝǆƚƵƌĞŽƌƚƌĂƉŽƌƐĞƚŽĨĨŝǆƚƵƌĞƐŽŶŽŶĞƚƌĂƉ ;ŝŶĐůƵĚŝŶŐǁĂƚĞƌ͕ĚƌĂŝŶĂŐĞƉŝƉŝŶŐ͕ĂŶĚďĂĐŬĨůŽǁ
ƉƌŽƚĞĐƚŝŽŶͿ
Ψϭϱ ĞĂĐŚ
Ϯ ƵŝůĚŝŶŐƐĞǁĞƌĂŶĚƚƌĂŝůĞƌƉĂƌŬƐĞǁĞƌ Ψϯϭ ĞĂĐŚ
ϯ ZĂŝŶǁĂƚĞƌƐǇƐƚĞŵʹƉĞƌĚƌĂŝŶ;ŝŶƐŝĚĞďƵŝůĚŝŶŐͿ Ψϭϱ ĞĂĐŚ ϰ ĞƐƐƉŽŽů;ǁŚĞƌĞƉĞƌŵŝƚƚĞĚͿ Ψϰϲ ĞĂĐŚ
ϱ WƌŝǀĂƚĞƐĞǁĂŐĞĚŝƐƉŽƐĂůƐǇƐƚĞŵ ΨϵϮ ĞĂĐŚ
ϲ tĂƚĞƌŚĞĂƚĞƌĂŶĚͬŽƌǀĞŶƚ Ψϭϱ ĞĂĐŚ
ϳ 'ĂƐƉŝƉŝŶŐƐǇƐƚĞŵŽĨϭƚŽϱŽƵƚůĞƚƐ Ψϭϱ ĞĂĐŚ
ϴ ĚĚŝƚŝŽŶĂůŐĂƐƉŝƉŝŶŐƐǇƐƚĞŵƉĞƌŽƵƚůĞƚ Ψϯ ĞĂĐŚ
ϵ /ŶĚƵƐƚƌŝĂůǁĂƐƚĞƉƌĞͲƚƌĞĂƚŵĞŶƚŝŶƚĞƌĐĞƉƚŽƌ͕ŝŶĐůƵĚŝŶŐŝƚƐ ƚƌĂƉĂŶĚǀĞŶƚ͕ĞǆĐĞƉƚŬŝƚĐŚĞŶƚǇƉĞŐƌĞĂƐĞŝŶƚĞƌĐĞƉƚŽƌƐ ĨƵŶĐƚŝŽŶŝŶŐĂƐĨŝǆƚƵƌĞƚƌĂƉƐ
Ψϭϱ ĞĂĐŚ
ϭϬ tĂƚĞƌƉŝƉŝŶŐĂŶĚͬŽƌǁĂƚĞƌƚƌĞĂƚŝŶŐĞƋƵŝƉŵĞŶƚʹ
ŝŶƐƚĂůůĂƚŝŽŶ͕ĂůƚĞƌĂƚŝŽŶ͕ŽƌƌĞƉĂŝƌ
Ψϭϯϴ ĞĂĐŚ
ϭϭ DĂŝŶtĂƚĞƌ>ŝŶĞ Ψϭϱ ĞĂĐŚ
ϭϮ ƌĂŝŶ͕ǀĞŶƚŽƌƉŝƉŝŶŐ;ŶĞǁͿ Ψϭϱ ĞĂĐŚ
ϭϯ ƌĂŝŶĂŐĞ͕ǀĞŶƚƌĞƉĂŝƌ͕ŽƌĂůƚĞƌĂƚŝŽŶŽĨƉŝƉŝŶŐ Ψϭϱ ĞĂĐŚ ϭϰ >ĂǁŶƐƉƌŝŶŬůĞƌƐǇƐƚĞŵŽƌĂŶǇŽŶĞŵĞƚĞƌŝŶĐůƵĚŝŶŐďĂĐŬ ĨůŽǁƉƌŽƚĞĐƚŝŽŶĚĞǀŝĐĞƐ
Ψϭϱ ĞĂĐŚ
ϭϱ ƚŵŽƐƉŚĞƌŝĐƚǇƉĞŶŽƚŝŶĐůƵĚĞĚŝŶ/ƚĞŵϭϮ
ĂͿϭƚŽϱ Ψϭϱ ĞĂĐŚ
ďͿϲŽƌŵŽƌĞ Ψϯ ĞĂĐŚ
ϭϲ ĂĐŬĨůŽǁƉƌŽƚĞĐƚŝǀĞĚĞǀŝĐĞƐŽƚŚĞƌƚŚĂŶĂƚŵŽƐƉŚĞƌŝĐƚǇƉĞ ǀĂĐƵƵŵďƌĞĂŬĞƌƐ
ĂͿϮŝŶĐŚĚŝĂŵĞƚĞƌŽƌůĞƐƐ Ψϭϱ ĞĂĐŚ
ďͿKǀĞƌϮŝŶĐŚĚŝĂŵĞƚĞƌ Ψϯϭ ĞĂĐŚ
͘WůƵŵďŝŶŐŽĚĞ&ĞĞƐ
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
335
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
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^
&ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
͘WůƵŵďŝŶŐŽĚĞ&ĞĞƐ
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
ϭϳ 'ƌĂǇǁĂƚĞƌƐǇƐƚĞŵ ΨϵϮ ĞĂĐŚ
ϭϴ ZĞĐůĂŝŵĞĚǁĂƚĞƌƐǇƐƚĞŵŝŶŝƚŝĂůŝŶƐƚĂůůĂƚŝŽŶĂŶĚƚĞƐƚŝŶŐ Ψϲϭ ĞĂĐŚ ϭϵ ZĞĐůĂŝŵĞĚǁĂƚĞƌƐǇƐƚĞŵĂŶŶƵĂůĐƌŽƐƐͲĐŽŶŶĞĐƚŝŽŶƚĞƐƚŝŶŐ ;ĞǆĐůƵĚŝŶŐŝŶŝƚŝĂůƚĞƐƚͿ
Ψϲϭ ĞĂĐŚ
ϮϬ ^ĞǁĞƌĐŽŶŶĞĐƚŝŽŶƉĞƌŵŝƚ Ψϰϲ ĞĂĐŚ
336
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
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&ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
ϭ &ŽƌĐĞĚĂƌĞŽƌŐƌĂǀŝƚǇͲƚǇƉĞĨƵƌŶĂĐĞŽƌďƵƌŶĞƌ͕ŝŶĐůƵĚŝŶŐ ĚƵĐƚƐĂŶĚǀĞŶƚƐĂƚƚĂĐŚĞĚƚŽƐƵĐŚĂƉƉůŝĂŶĐĞͲĞĂĐŚ
ŝŶƐƚĂůůĂƚŝŽŶŽƌƌĞůŽĐĂƚŝŽŶ
ĂͿdŽĂŶĚŝŶĐůƵĚŝŶŐϭϬϬ͕ϬϬϬdhͬ, Ψϯϭ ĞĂĐŚ
ďͿKǀĞƌϭϬϬ͕ϬϬϬdhͬ, Ψϰϲ ĞĂĐŚ
Ϯ &ůŽŽƌĨƵƌŶĂĐĞ͕ŝŶĐůƵĚŝŶŐǁĂůůŚĞĂƚĞƌ͕ŽƌĨůŽŽƌͲŵŽƵŶƚĞĚƵŶŝƚ ŚĞĂƚĞƌͲĞĂĐŚŝŶƐƚĂůůĂƚŝŽŶŽƌƌĞůŽĐĂƚŝŽŶ
Ψϯϭ ĞĂĐŚ
ϯ ^ƵƐƉĞŶĚĞĚŚĞĂƚĞƌ͕ƌĞĐĞƐƐĞĚǁĂůůŚĞĂƚĞƌŽƌĨůŽŽƌŵŽƵŶƚĞĚ ƵŶŝƚŚĞĂƚĞƌͲĞĂĐŚŝŶƐƚĂůůĂƚŝŽŶ͕ƌĞůŽĐĂƚŝŽŶ͕ŽƌƌĞƉůĂĐĞŵĞŶƚ Ψϯϭ ĞĂĐŚ
ϰ ƉƉůŝĂŶĐĞǀĞŶƚŝŶƐƚĂůůĞĚĂŶĚŶŽƚŝŶĐůƵĚĞĚŝŶĂŶĂƉƉůŝĂŶĐĞ ƉĞƌŵŝƚͲĞĂĐŚŝŶƐƚĂůůĂƚŝŽŶ͕ƌĞůŽĐĂƚŝŽŶ͕ŽƌƌĞƉůĂĐĞŵĞŶƚ
Ψϭϱ ĞĂĐŚ
ϱ ,ĞĂƚŝŶŐĂƉƉůŝĂŶĐĞ͕ƌĞĨƌŝŐĞƌĂƚŝŽŶƵŶŝƚ͕ĐŽŽůŝŶŐƵŶŝƚ͕ ĂďƐŽƌƉƚŝŽŶƵŶŝƚͲĞĂĐŚƌĞƉĂŝƌ͕ĂůƚĞƌĂƚŝŽŶ͕ŽƌĂĚĚŝƚŝŽŶƚŽ ĂŶĚŝŶĐůƵĚŝŶŐϭϬϬ͕ϬϬϬdhͬ,
Ψϯϭ ĞĂĐŚ
ϲ ŽŝůĞƌŽƌĐŽŵƉƌĞƐƐŽƌƚŽĂŶĚŝŶĐůƵĚŝŶŐϯŚŽƌƐĞƉŽǁĞƌ͕Žƌ ĂďƐŽƌƉƚŝŽŶƐǇƐƚĞŵƚŽĂŶĚŝŶĐůƵĚŝŶŐϭϬϬ͕ϬϬϬdhͬ,ͲĞĂĐŚ ŝŶƐƚĂůůĂƚŝŽŶŽƌƌĞůŽĐĂƚŝŽŶ
Ψϯϭ ĞĂĐŚ
ϳ ŽŝůĞƌŽƌĐŽŵƉƌĞƐƐŽƌŽǀĞƌϯŚŽƌƐĞƉŽǁĞƌƚŽĂŶĚŝŶĐůƵĚŝŶŐ ϭϱŚŽƌƐĞƉŽǁĞƌŽƌĞĂĐŚĂďƐŽƌƉƚŝŽŶƐǇƐƚĞŵŽǀĞƌϭϬϬ͕ϬϬϬ
dhͬ,ƚŽĂŶĚŝŶĐůƵĚŝŶŐϱϬϬ͕ϬϬϬdhͬ,ͲĞĂĐŚŝŶƐƚĂůůĂƚŝŽŶ ŽƌƌĞůŽĐĂƚŝŽŶ
Ψϲϭ ĞĂĐŚ
ϴ ŽŝůĞƌŽƌĐŽŵƉƌĞƐƐŽƌŽǀĞƌϭϱŚŽƌƐĞƉŽǁĞƌƚŽĂŶĚŝŶĐůƵĚŝŶŐ ϯϬŚŽƌƐĞƉŽǁĞƌŽƌĞĂĐŚĂďƐŽƌƉƚŝŽŶƐǇƐƚĞŵŽǀĞƌϱϬϬ͕ϬϬϬ
dhͬ,ƚŽĂŶĚŝŶĐůƵĚŝŶŐϭ͕ϬϬϬ͕ϬϬϬdhͬ,ͲĞĂĐŚ
ŝŶƐƚĂůůĂƚŝŽŶŽƌƌĞůŽĐĂƚŝŽŶ
ΨϵϮ ĞĂĐŚ
ϵ ŽŝůĞƌŽƌĐŽŵƉƌĞƐƐŽƌŽǀĞƌϯϬŚŽƌƐĞƉŽǁĞƌƚŽĂŶĚŝŶĐůƵĚŝŶŐ ϱϬŚŽƌƐĞƉŽǁĞƌŽƌĞĂĐŚĂďƐŽƌƉƚŝŽŶƐǇƐƚĞŵŽǀĞƌϭ͕ϬϬϬ͕ϬϬϬ dhͬ,ƚŽĂŶĚŝŶĐůƵĚŝŶŐϭ͕ϳϱϬ͕ϬϬϬdhͬ,ͲĞĂĐŚ
ŝŶƐƚĂůůĂƚŝŽŶŽƌƌĞůŽĐĂƚŝŽŶ
ΨϭϮϯ ĞĂĐŚ
ϭϬ ŽŝůĞƌŽƌĐŽŵƉƌĞƐƐŽƌŽǀĞƌϱϬŚŽƌƐĞƉŽǁĞƌŽƌĞĂĐŚ
ĂďƐŽƌƉƚŝŽŶƐǇƐƚĞŵŽǀĞƌϭ͕ϳϱϬ͕ϬϬϬdhͬ,ͲĞĂĐŚ
ŝŶƐƚĂůůĂƚŝŽŶŽƌƌĞůŽĐĂƚŝŽŶ
Ψϭϴϰ ĞĂĐŚ
ϭϭ ŝƌͲŚĂŶĚůŝŶŐƵŶŝƚƚŽĂŶĚŝŶĐůƵĚŝŶŐϭϬ͕ϬϬϬĐƵďŝĐĨĞĞƚƉĞƌ ŵŝŶƵƚĞ͕ŝŶĐůƵĚŝŶŐĚƵĐƚƐĂƚƚĂĐŚĞĚƚŚĞƌĞƚŽ
Ψϭϱ ĞĂĐŚ ΀Ă΁
ϭϮ ZĞŐŝƐƚĞƌƐ Ψϭϱ ĞĂĐŚ

͘DĞĐŚĂŶŝĐĂůŽĚĞ&ĞĞƐ
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
337
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
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&ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ

͘DĞĐŚĂŶŝĐĂůŽĚĞ&ĞĞƐ
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
ϭϯ ŝƌͲŚĂŶĚůŝŶŐƵŶŝƚŽǀĞƌϭϬ͕ϬϬϬ&D Ψϯϭ ĞĂĐŚ
ϭϰ
ǀĂƉŽƌĂƚŝǀĞĐŽŽůĞƌŽƚŚĞƌƚŚĂŶƉŽƌƚĂďůĞƚǇƉĞ Ψϭϱ ĞĂĐŚ
ϭϱ sĞŶƚŝůĂƚŝŽŶƐǇƐƚĞŵǁŚŝĐŚŝƐŶŽƚĂƉŽƌƚŝŽŶŽĨĂŶǇŚĞĂƚŝŶŐŽƌ ĂŝƌĐŽŶĚŝƚŝŽŶŝŶŐƐǇƐƚĞŵĂƵƚŚŽƌŝǌĞĚďǇĂƉĞƌŵŝƚ
Ψϭϱ ĞĂĐŚ
ϭϲ sĞŶƚŝůĂƚŝŽŶĨĂŶĐŽŶŶĞĐƚĞĚƚŽĂƐŝŶŐůĞĚƵĐƚ Ψϭϱ ĞĂĐŚ
ϭϳ /ŶƐƚĂůůĂƚŝŽŶŽƌƌĞůŽĐĂƚŝŽŶŽĨĞĂĐŚĚŽŵĞƐƚŝĐƚǇƉĞ
ŝŶĐŝŶĞƌĂƚŽƌ
Ψϯϭ ĞĂĐŚ
ϭϴ /ŶƐƚĂůůĂƚŝŽŶŽĨĞĂĐŚŚŽŽĚƚŚĂƚŝƐƐĞƌǀĞĚďǇŵĞĐŚĂŶŝĐĂů ĞǆŚĂƵƐƚ͕ŝŶĐůƵĚŝŶŐĚƵĐƚƐĨŽƌƐƵĐŚŚŽŽĚ
Ψϭϱ ĞĂĐŚ
ϭϵ /ŶƐƚĂůůĂƚŝŽŶŽƌƌĞůŽĐĂƚŝŽŶŽĨĞĂĐŚĐŽŵŵĞƌĐŝĂůŽƌŝŶĚƵƐƚƌŝĂů ƚǇƉĞŝŶĐŝŶĞƌĂƚŽƌ
ΨϭϮϯ ĞĂĐŚ
ϮϬ ƵĐƚĞǆƚĞŶƐŝŽŶƐ͕ŽƚŚĞƌƚŚĂŶƚŚŽƐĞĂƚƚĂĐŚĞĚ Ψϵ ĞĂĐŚ
Ϯϭ 'ĂƐWŝƉŝŶŐ
ĂͿhƉƚŽϰŽƵƚůĞƚƐ Ψϭϱ ĞĂĐŚ
ďͿ
ĂĐŚĂĚĚŝƚŝŽŶĂůŽƵƚůĞƚ Ψϯ ĞĂĐŚ
ϮϮ ƉƉůŝĂŶĐĞŽƌƉŝĞĐĞŽĨĞƋƵŝƉŵĞŶƚƌĞŐƵůĂƚĞĚďǇƚŚĞ
ĂůŝĨŽƌŶŝĂDĞĐŚĂŶŝĐĂůŽĚĞ͕ďƵƚŶŽƚĐůĂƐƐŝĨŝĞĚŝŶŽƚŚĞƌ ĂƉƉůŝĂŶĐĞĐĂƚĞŐŽƌŝĞƐŽƌĨŽƌǁŚŝĐŚŶŽŽƚŚĞƌĐŚĂƌŐĞŝƐůŝƐƚĞĚ ŝŶƚŚŝƐŽĚĞ
Ψϯϭ ĞĂĐŚ
΀Ă΁dŚŝƐĐŚĂƌŐĞƐŚĂůůŶŽƚĂƉƉůǇƚŽĂŶĂŝƌͲŚĂŶĚůŝŶŐƵŶŝƚƚŚĂƚŝƐĂƉŽƌƚŝŽŶŽĨĂĨĂĐƚŽƌǇĂƐƐĞŵďůĞĚĂƉƉůŝĂŶĐĞ͕ĐŽŽůŝŶŐƵŶŝƚ͕ĞǀĂƉŽƌĂƚŝǀĞĐŽŽůĞƌ͕Žƌ ĂďƐŽƌƉƚŝŽŶƵŶŝƚĨŽƌǁŚŝĐŚĂƉĞƌŵŝƚŝƐƌĞƋƵŝƌĞĚĞůƐĞǁŚĞƌĞŝŶƚŚŝƐƐĐŚĞĚƵůĞ͘ 338
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
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dŽƚĂůsĂůƵĂƚŝŽŶ WĞƌŵŝƚ&ĞĞ
ΨϱϬϬ Žƌ >ĞƐƐ
ΨϱϬϭ ƚŽ ΨϮ͕ϬϬϬ Ψϭϭϲ͘ϬϬ ĨŽƌƚŚĞĨŝƌƐƚΨϱϬϬ ƉůƵƐ Ψϰ͘ϱϯ ĨŽƌĞĂĐŚĂĚĚΖůΨϭϬϬŽƌĨƌĂĐƚŝŽŶƚŚĞƌĞŽĨ͕ƚŽ ĂŶĚŝŶĐůƵĚŝŶŐΨϮ͕ϬϬϬ
ΨϮ͕ϬϬϭ ƚŽ ΨϮϱ͕ϬϬϬ Ψϭϴϰ͘ϬϬ ĨŽƌƚŚĞĨŝƌƐƚΨϮ͕ϬϬϬ ƉůƵƐ ΨϮϯ͘ϵϲ ĨŽƌĞĂĐŚĂĚĚΖůΨϭ͕ϬϬϬŽƌĨƌĂĐƚŝŽŶƚŚĞƌĞŽĨ͕ ƚŽĂŶĚŝŶĐůƵĚŝŶŐΨϮϱ͕ϬϬϬ
ΨϮϱ͕ϬϬϭ ƚŽ ΨϱϬ͕ϬϬϬ Ψϳϯϱ͘ϬϬ ĨŽƌƚŚĞĨŝƌƐƚΨϮϱ͕ϬϬϬ ƉůƵƐ Ψϭϰ͘ϲϴ ĨŽƌĞĂĐŚĂĚĚΖůΨϭ͕ϬϬϬŽƌĨƌĂĐƚŝŽŶƚŚĞƌĞŽĨ͕ ƚŽĂŶĚŝŶĐůƵĚŝŶŐΨϱϬ͕ϬϬϬ
ΨϱϬ͕ϬϬϭ ƚŽ ΨϭϬϬ͕ϬϬϬ Ψϭ͕ϭϬϮ͘ϬϬ ĨŽƌƚŚĞĨŝƌƐƚΨϱϬ͕ϬϬϬ ƉůƵƐ Ψϭϰ͘ϳϬ ĨŽƌĞĂĐŚĂĚĚΖůΨϭ͕ϬϬϬŽƌĨƌĂĐƚŝŽŶƚŚĞƌĞŽĨ͕ ƚŽĂŶĚŝŶĐůƵĚŝŶŐΨϭϬϬ͕ϬϬϬ
ΨϭϬϬ͕ϬϬϭ ƚŽ ΨϱϬϬ͕ϬϬϬ Ψϭ͕ϴϯϳ͘ϬϬ ĨŽƌƚŚĞĨŝƌƐƚΨϭϬϬ͕ϬϬϬ ƉůƵƐ ΨϭϬ͘ϭϭ ĨŽƌĞĂĐŚĂĚĚΖůΨϭ͕ϬϬϬŽƌĨƌĂĐƚŝŽŶƚŚĞƌĞŽĨ͕ ƚŽĂŶĚŝŶĐůƵĚŝŶŐΨϱϬϬ͕ϬϬϬ
ΨϱϬϬ͕ϬϬϭ ƚŽ Ψϭ͕ϬϬϬ͕ϬϬϬ Ψϱ͕ϴϳϵ͘ϬϬ ĨŽƌƚŚĞĨŝƌƐƚΨϱϬϬ͕ϬϬϬ ƉůƵƐ Ψϱ͘ϴϴ ĨŽƌĞĂĐŚĂĚĚΖůΨϭ͕ϬϬϬŽƌĨƌĂĐƚŝŽŶƚŚĞƌĞŽĨ͕ ƚŽĂŶĚŝŶĐůƵĚŝŶŐΨϭ͕ϬϬϬ͕ϬϬϬ
Ψϭ͕ϬϬϬ͕ϬϬϭ ĂŶĚ ƵƉ Ψϴ͕ϴϭϵ͘ϬϬ ĨŽƌƚŚĞĨŝƌƐƚΨϭ͕ϬϬϬ͕ϬϬϬ ƉůƵƐ Ψϱ͘ϬϬ ĨŽƌĞĂĐŚĂĚĚŝƚŝŽŶĂůΨϭ͕ϬϬϬŽƌĨƌĂĐƚŝŽŶ ƚŚĞƌĞŽĨŽǀĞƌΨϭ͕ϬϬϬ͕ϬϬϬ
ĞƚĞƌŵŝŶĂƚŝŽŶŽĨsĂůƵĂƚŝŽŶĨŽƌ&ĞĞͲ^ĞƚƚŝŶŐWƵƌƉŽƐĞƐ
භWƌŽũĞĐƚǀĂůƵĂƚŝŽŶƐĚĞƚĞƌŵŝŶĞĚďǇŵŽƐƚƌĞĐĞŶƚƉƵďůŝƐŚĞĚ/ŶƚĞƌŶĂƚŝŽŶĂůŽĚĞŽƵŶĐŝů;/ͿƵŝůĚŝŶŐsĂůƵĂƚŝŽŶdĂďůĞŽƌďǇŽŶƚƌĂĐƚŽƌƐƐŝŐŶĞĚ ĐŽŶƚƌĂĐƚ͘WƌŽũĞĐƚǀĂůƵĂƚŝŽŶƐƐŚĂůůďĞďĂƐĞĚŽŶƚŚĞƚŽƚĂůǀĂůƵĞŽĨĂůůĐŽŶƐƚƌƵĐƚŝŽŶǁŽƌŬ͕ŝŶĐůƵĚŝŶŐĂůůĨŝŶŝƐŚǁŽƌŬ͕ƌŽŽĨŝŶŐ͕ĞůĞĐƚƌŝĐĂů͕ƉůƵŵďŝŶŐ͕ ŚĞĂƚŝŶŐ͕ĂŝƌĐŽŶĚŝƚŝŽŶŝŶŐ͕ĞůĞǀĂƚŽƌƐ͕ĨŝƌĞͲĞǆƚŝŶŐƵŝƐŚŝŶŐƐǇƐƚĞŵƐĂŶĚĂŶǇŽƚŚĞƌƉĞƌŵĂŶĞŶƚĞƋƵŝƉŵĞŶƚ͘/Ĩ͕ŝŶƚŚĞŽƉŝŶŝŽŶŽĨƚŚĞƵŝůĚŝŶŐKĨĨŝĐŝĂů͕ ƚŚĞǀĂůƵĂƚŝŽŶŝƐƵŶĚĞƌĞƐƚŝŵĂƚĞĚŽŶƚŚĞĂƉƉůŝĐĂƚŝŽŶ͕ƚŚĞƉĞƌŵŝƚƐŚĂůůďĞĚĞŶŝĞĚ͕ƵŶůĞƐƐƚŚĞĂƉƉůŝĐĂŶƚĐĂŶƐŚŽǁĚĞƚĂŝůĞĚĞƐƚŝŵĂƚĞƐƚŽŵĞĞƚƚŚĞ ĂƉƉƌŽǀĂůŽĨƚŚĞƵŝůĚŝŶŐKĨĨŝĐŝĂů͘&ŝŶĂůďƵŝůĚŝŶŐƉĞƌŵŝƚǀĂůƵĂƚŝŽŶƐŚĂůůďĞƐĞƚďǇƚŚĞƵŝůĚŝŶŐKĨĨŝĐŝĂů͘dŚĞĨŝŶĂůďƵŝůĚŝŶŐƉĞƌŵŝƚǀĂůƵĂƚŝŽŶƐŚĂůů ďĞƐĞƚĂƚĂŶĂŵŽƵŶƚƚŚĂƚĂůůŽǁƐƚŚĞŝƚǇƚŽƌĞĐŽǀĞƌŝƚƐĐŽƐƚƐŽĨĂƉƉůŝĐĂŶƚƉůĂŶĐŚĞĐŬ͕ƉĞƌŵŝƚĂŶĚŝŶƐƉĞĐƚŝŽŶĂĐƚŝǀŝƚŝĞƐ͘ EŽƚĞ͗&ŽƌĐŽŶƐƚƌƵĐƚŝŽŶƉƌŽũĞĐƚƐǁŝƚŚƉĞƌŵŝƚĨĞĞƐĐĂůĐƵůĂƚĞĚƵƐŝŶŐ^ĞĐƚŝŽŶ&͕ĂĚĚŝƚŝŽŶĂůĨĞĞƐĂƉƉůǇĨŽƌƉĞƌŵŝƚƉƌŽĐĞƐƐŝŶŐ͘ĚĚŝƚŝŽŶĂůĨĞĞƐ ŵĂǇĂƉƉůǇĨŽƌƐĞƌǀŝĐĞƐƉƌŽǀŝĚĞĚďǇŽƚŚĞƌŝƚǇĞƉĂƌƚŵĞŶƚƐ;Ğ͘Ő͘WůĂŶŶŝŶŐZĞǀŝĞǁͿ͕dĞĐŚŶŽůŽŐǇ ŶŚĂŶĐĞŵĞŶƚ&ĞĞƐ͕ĂŶĚ&ĞĞƐŽůůĞĐƚĞĚŽŶ
ĞŚĂůĨŽĨKƚŚĞƌŐĞŶĐŝĞƐ;Ğ͘Ő͘^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂͿ͘ĚĚŝƚŝŽŶĂůĨĞĞƐĂƉƉůǇĨŽƌƉůĂŶƌĞǀŝĞǁ͕ǁŚĞŶĂƉƉůŝĐĂďůĞ͘ &͘WĞƌŵŝƚ&ĞĞĨŽƌEĞǁƵŝůĚŝŶŐƐ͕ĚĚŝƚŝŽŶƐ͕dĞŶĂŶƚ/ŵƉƌŽǀĞŵĞŶƚƐ͕ZĞƐŝĚĞŶƚŝĂůZĞŵŽĚĞůƐ͕WŽŽůƐ͕ĂŶĚŽŵďŝŶĞĚDĞĐŚĂŶŝĐĂů͕ ůĞĐƚƌŝĐĂů͕
ĂŶĚͬŽƌWůƵŵďŝŶŐWĞƌŵŝƚƐ
ϭϬйŽĨƉĞƌŵŝƚǀĂůƵĂƚŝŽŶ
339
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ϭ WůĂŶŚĞĐŬ&ĞĞƐͲƵŝůĚŝŶŐ
ĂͿƵŝůĚŝŶŐWůĂŶZĞǀŝĞǁ&ĞĞ͕ŝĨĂƉƉůŝĐĂďůĞ ϲϱй йŽĨďƵŝůĚŝŶŐƉĞƌŵŝƚ ĨĞĞ
΀Ă΁
ďͿDĞĐŚĂŶŝĐĂů͕
ůĞĐƚƌŝĐĂů͕ŽƌWůƵŵďŝŶŐWůĂŶZĞǀŝĞǁ&ĞĞ͕ŝĨ
ĂƉƉůŝĐĂďůĞ
ϲϱй йŽĨƉĞƌŵŝƚĨĞĞ ΀Ă΁
ĐͿ
ǆƉĞĚŝƚĞĚWůĂŶŚĞĐŬ;ǁŚĞŶĂƉƉůŝĐĂďůĞͿ ĚĚŝƚŝŽŶĂůϱϬйŽĨƐƚĂŶĚĂƌĚƉůĂŶĐŚĞĐŬ ΀Ă΁ ĚͿ^ƚĂƚĞĐĐĞƐƐŝďŝůŝƚǇŽĚĞŽŵƉůŝĂŶĐĞ͕ŝĨĂƉƉůŝĐĂďůĞ ϱй йŽĨďƵŝůĚŝŶŐƉĞƌŵŝƚ ĨĞĞ
΀Ă΁
ĞͿ^ƚĂƚĞDĂŶĚĂƚĞĚ
ŶĞƌŐǇŽŵƉůŝĂŶĐĞ͕ŝĨĂƉƉůŝĐĂďůĞ ϱй йŽĨďƵŝůĚŝŶŐƉĞƌŵŝƚ ĨĞĞ
΀Ă΁
ĨͿ^ŽŝůƐĂŶĚͬŽƌ'ĞŽƚĞĐŚŶŝĐĂůZĞƉŽƌƚƐ
ŝͿ/ŶͲ,ŽƵƐĞZĞǀŝĞǁ Ψϳϯϱ
ŝŝͿdŚŝƌĚWĂƌƚǇZĞǀŝĞǁ ĐƚƵĂůŽƐƚнϭϱйĚŵŝŶŚĂƌŐĞ
ŐͿůƚĞƌŶĂƚĞDĂƚĞƌŝĂůƐĂŶĚDĂƚĞƌŝĂůƐZĞǀŝĞǁ;ƉĞƌŚŽƵƌͿ Ψϭϴϰ ƉĞƌŚŽƵƌ ŚͿ
ǆĐĞƐƐWůĂŶZĞǀŝĞǁ&ĞĞ;ϰƚŚĂŶĚƐƵďƐĞƋƵĞŶƚͿ;ƉĞƌŚŽƵƌͿ Ψϭϴϰ ƉĞƌŚŽƵƌ Ϯ ƵŝůĚŝŶŐWůĂŶŚĞĐŬ&ĞĞƐͲWƵďůŝĐtŽƌŬƐ
ŶŐŝŶĞĞƌŝŶŐ
;&ĞĞƐKŶůǇƉƉůŝĞĚƚŽWƌŽũĞĐƚƐZĞƋƵŝƌŝŶŐZĞǀŝĞǁͿ
ĂͿ^ǁŝŵŵŝŶŐWŽŽů Ψϭϵϴ
ďͿůŽĐŬtĂůů Ψϵϵ
ĐͿ&ĞŶĐĞ Ψϵϵ
ĚͿ^ŝŐŶ Ψϵϵ
ĞͿůƚĞƌĂƚŝŽŶƐͬĚĚŝƚŝŽŶƐͲZĞƐŝĚĞŶƚŝĂů Ψϭϰϴ
ĨͿEĞǁŽŶƐƚƌƵĐƚŝŽŶͲ^ŝŶŐůĞ&ĂŵŝůǇZĞƐŝĚĞŶƚŝĂů Ψϯϵϱ
ŐͿEĞǁŽŶƐƚƌƵĐƚŝŽŶͲϮͲϰZĞƐŝĚĞŶƚŝĂůhŶŝƚƐ Ψϱϵϯ
ŚͿEĞǁŽŶƐƚƌƵĐƚŝŽŶͲϱнZĞƐŝĚĞŶƚŝĂůhŶŝƚƐ Ψϭ͕ϭϴϲ
ŝͿEĞǁŽŶƐƚƌƵĐƚŝŽŶͲEŽŶͲZĞƐŝĚĞŶƚŝĂů Ψϳϵϭ
ũͿůƚĞƌĂƚŝŽŶƐͬĚĚŝƚŝŽŶƐͲEŽŶͲZĞƐŝĚĞŶƚŝĂů Ψϭϵϴ
ŬͿWĞƌŵŝƚƐͬWůĂŶĐŚĞĐŬƐŶŽƚůŝƐƚĞĚĂďŽǀĞ ^ĞĞĨŽŽƚŶŽƚĞ ΀ď΁ '͘ƵŝůĚŝŶŐWůĂŶZĞǀŝĞǁ&ĞĞƐ
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
tŚĞŶĂƉƉůŝĐĂďůĞ͕ƉůĂŶĐŚĞĐŬĨĞĞƐƐŚĂůůďĞƉĂŝĚĂƚƚŚĞƚŝŵĞŽĨĂƉƉůŝĐĂƚŝŽŶĨŽƌĂďƵŝůĚŝŶŐƉĞƌŵŝƚ͘ dŚĞƉůĂŶĐŚĞĐŬŝŶŐĨĞĞŝƐŝŶĂĚĚŝƚŝŽŶƚŽƚŚĞďƵŝůĚŝŶŐƉĞƌŵŝƚĨĞĞ ΀Ă΁/ŶĐůƵĚĞƐƵƉƚŽƚŚƌĞĞƉůĂŶĐŚĞĐŬƐ͘dŚĞŝƚǇǁŝůůďŝůůŚŽƵƌůǇĨŽƌĂĚĚŝƚŝŽŶĂůƉůĂŶƌĞǀŝĞǁƌĞƋƵŝƌĞĚ͘ ΀ď΁
ŶŐŝŶĞĞƌͬƚĞĐŚŶŝĐŝĂŶƚŽĚĞƚĞƌŵŝŶĞŚŽƵƌƐĂŶĚĂƉƉůŝĐĂďůĞĨĞĞĂƚƚŝŵĞŽĨĂƉƉůŝĐĂƚŝŽŶ͘ 340
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&ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
ϭ WĞƌŵŝƚ/ƐƐƵĂŶĐĞ ΨϵϮ ƉĞƌƉĞƌŵŝƚ
Ϯ dĞĐŚŶŽůŽŐǇͬ'ĞŽŐƌĂƉŚŝĐ/ŶĨŽƌŵĂƚŝŽŶ^ǇƐƚĞŵhƉĚĂƚĞ;'/^Ϳ &ĞĞͲ&ĞĞǆǀĂůƵĞŽĨďƵŝůĚŝŶŐůĞǀŝĞĚǁŝƚŚďƵŝůĚŝŶŐƉĞƌŵŝƚ ΨϬ͘ϬϬϭϱ ĨĞĞǆĐŽŶƐƚƌƵĐƚŝŽŶǀĂůƵĂƚŝŽŶ
ϯ 'ĞŶĞƌĂůWůĂŶZĞǀŝƐŝŽŶ&ĞĞ Ϭ͘Ϯϱй йŽĨĐŽŶƐƚƌƵĐƚŝŽŶǀĂůƵĂƚŝŽŶ ϰ dĞĐŚŶŝĐĂůdƌĂŝŶŝŶŐ&ĞĞ Ψϯ͘ϬϬ ƉĞƌƉĞƌŵŝƚ
ϱ WůĂŶƌĐŚŝǀĂůĞƉŽƐŝƚ;ZĞĐŽƌĚƐDĂŶĂŐĞŵĞŶƚͿ Ϯ͘Ϭй йŽĨďƵŝůĚŝŶŐƉĞƌŵŝƚĨĞĞ ϲ ^ƚƌŽŶŐDŽƚŝŽŶ/ŶƐƚƌƵŵĞŶƚĂƚŝŽŶ;^D/Ϳ&ĞĞĂůĐƵůĂƚŝŽŶ ΀Ă΁ ĂͿZĞƐŝĚĞŶƚŝĂů ΨϬ͘ϱϬŽƌǀĂůƵĂƚŝŽŶǆ
͘ϬϬϬϭϯ
΀Ă΁
ďͿŽŵŵĞƌĐŝĂů ΨϬ͘ϱϬŽƌǀĂůƵĂƚŝŽŶǆ
͘ϬϬϬϮϴ
΀Ă΁
ϳ ƵŝůĚŝŶŐ^ƚĂŶĚĂƌĚƐ;^ϭϰϳϯͿ&ĞĞĂůĐƵůĂƚŝŽŶ;sĂůƵĂƚŝŽŶͿ ΀Ă΁ ĂͿΨϭͲΨϮϱ͕ϬϬϬ Ψϭ ΀Ă΁
ďͿΨϮϱ͕ϬϬϭͲΨϱϬ͕ϬϬϬ ΨϮ ΀Ă΁
ĐͿΨϱϬ͕ϬϬϭͲΨϳϱ͕ϬϬϬ Ψϯ ΀Ă΁
ĚͿΨϳϱ͕ϬϬϭͲΨϭϬϬ͕ϬϬϬ Ψϰ ΀Ă΁
ĞͿ
ĂĐŚĚĚΖůΨϮϱ͕ϬϬϬŽƌĨƌĂĐƚŝŽŶƚŚĞƌĞŽĨ ĚĚΨϭ ΀Ă΁
ϴ ƵƉůŝĐĂƚŝŽŶʹƉƉƌŽǀĞĚWůĂŶƐ
ĂͿ^ŚĞĞƚƐƵƉƚŽϴЪ͟ǆϭϭ͟ ΨϬ͘Ϯϱ ƉĞƌƉĂŐĞ
ďͿ^ŚĞĞƚƐůĂƌŐĞƌƚŚĂŶϴЪ͟ǆϭϭ͟ĂŶĚϭϭǆϭϳ ΨϬ͘ϱϬ ƉĞƌƉĂŐĞ ĐͿ>ĂƌŐĞ&ŽƌŵĂƚ^ŚĞĞƚ;ϮϰǆϯϲͿ
ŝͿ&ŝƌƐƚƐŚĞĞƚ Ψϱ ƉĞƌƐŚĞĞƚ
ŝŝͿĚĚŝƚŝŽŶĂůƐŚĞĞƚƐ ΨϮ ƉĞƌƐŚĞĞƚ
ŝŝŝͿŽůŽƌƐŚĞĞƚƐ Ψϴ ƉĞƌƐŚĞĞƚ
ϵ dĞŵƉŽƌĂƌǇĞƌƚŝĨŝĐĂƚĞŽĨKĐĐƵƉĂŶĐǇ Ψϭϴϰ
ϭϬ ĞŵŽůŝƚŝŽŶWĞƌŵŝƚ Ψϭϴϰ
ϭϭ ŽŶƚƌĂĐƚŽƌƵƐŝŶĞƐƐ>ŝĐĞŶƐĞ
ĂͿŽŶƚƌĂĐƚŽƌƵƐŝŶĞƐƐ>ŝĐĞŶƐĞ ΨϮϯϱ
ďͿĞƉƵƚǇ/ŶƐƉĞĐƚŽƌŽŶƚƌĂĐƚŽƌƵƐŝŶĞƐƐ>ŝĐĞŶƐĞ Ψϳϭ
ĐͿƉůƵƐ͕^ƚĂƚĞDĂŶĚĂƚĞĚ&ĞĞ Ψϰ ΀Ă΁
ϭϮ ZĞŶĞǁĂůŽĨ
ǆƉŝƌĞĚWĞƌŵŝƚƐ ϱϬй йŽĨƉĞƌŵŝƚĨŽƌŶĞǁǁŽƌŬƉƌŽǀŝĚĞĚŶŽ ĐŚĂŶŐĞƐƚŽŽƌŝŐŝŶĂůǁŽƌŬ
΀ď΁
,͘KƚŚĞƌ&ĞĞƐ
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
341
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,͘KƚŚĞƌ&ĞĞƐ
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
ϭϯ ^ƉĞĐŝĂů^ĞƌǀŝĐĞƐ;ŚĂƌŐĞĚĨŽƌ^ƉĞĐŝĂů/ŶƐƉĞĐƚŝŽŶƐŽĨĨĨĞĐƚĞĚ &ůŽŽƌƌĞĂͿ
ĂͿϬͲϮ͕ϱϬϬƐƋĨƚ ΨϮϯϬ
ďͿϮ͕ϱϬϭͲϱ͕ϬϬϬƐƋĨƚ Ψϰϱϵ
ĐͿϱ͕ϬϬϭͲϳ͕ϱϬϬƐƋĨƚ Ψϲϴϵ
ĚͿϳ͕ϱϬϭͲϭϬ͕ϬϬϬƐƋĨƚ Ψϵϭϵ
ĞͿ
ĂĐŚĂĚĚΖůϭϬ͕ϬϬϬƐƋĨƚŽƌĨƌĂĐƚŝŽŶƚŚĞƌĞŽĨ ΨϮϯϬ
sŝŽůĂƚŝŽŶ&ĞĞ
ϭϰ /ŶǀĞƐƚŝŐĂƚŝŽŶ&ĞĞ&ŽƌtŽƌŬŽŶĞtŝƚŚŽƵƚWĞƌŵŝƚƐŽƌtŽƌŬ ŽŶĞKƵƚƐŝĚĞ^ĐŽƉĞŽĨWĞƌŵŝƚ
ϮǆWĞƌŵŝƚ&ĞĞ
KƚŚĞƌ&ĞĞƐ
ϭϱ ƵŝůĚŝŶŐŽĚĞƉƉĞĂů Ψϭ͕ϳϬϬ ŵŝŶŝŵƵŵĨĞĞ͖
ŝŶŝƚŝĂůĚĞƉŽƐŝƚ
΀Đ΁
ϭϲ ŚĂŶŐĞŽĨhƐĞ/ŶƐƉĞĐƚŝŽŶͬŚĂŶŐĞŽĨKĐĐƵƉĂŶĐǇdǇƉĞͬ ĞƌƚŝĨŝĐĂƚŝŽŶŽĨŽŵƉůŝĂŶĐĞ͕ĞƚĐ͘
Ψϭϴϰ ƉĞƌŝŶƐƉĞĐƚŝŽŶ
ϭϳ ĨƚĞƌ,ŽƵƌƐ/ŶƐƉĞĐƚŝŽŶ;ƉĞƌŚŽƵƌͿ;ϮͲŚŽƵƌŵŝŶŝŵƵŵͿ ΨϮϮϬ ƉĞƌŚŽƵƌ͖ϮͲŚŽƵƌŵŝŶ͘ ϭϴ ZĞͲŝŶƐƉĞĐƚŝŽŶ&ĞĞ;ϯƌĚdŝŵĞŽƌDŽƌĞͿ;ĞĂĐŚͿ ΨϵϮ ƉĞƌŝŶƐƉĞĐƚŝŽŶ ϭϵ DŝƐƐĞĚŝŶƐƉĞĐƚŝŽŶ&ĞĞ ΨϵϮ ƉĞƌŵŝƐƐĞĚŝŶƐƉĞĐƚŝŽŶ
ϮϬ &ĞĞƐĨŽƌ^ĞƌǀŝĐĞƐEŽƚ>ŝƐƚĞĚŝŶƚŚŝƐ&ĞĞ^ĐŚĞĚƵůĞ;ƉĞƌϭͬϮ ŚŽƵƌͿ
ΨϵϮ ƉĞƌϭͬϮŚŽƵƌ͖ϭͬϮŚŽƵƌŵŝŶ͘
Ϯϭ ZĞĨƵŶĚƐ
ĂͿ&ĞĞƐ
ƌƌŽŶĞŽƵƐůǇWĂŝĚŽƌŽůůĞĐƚĞĚďǇƚŚĞŝƚǇ ϭϬϬйƌĞĨƵŶĚ ΀Ě΁ ďͿ&ĞĞƐWƌŝŽƌƚŽŽŶƐƚƌƵĐƚŝŽŶĞŝŶŐŽŵŵĞŶĐĞĚ ϴϬйƌĞĨƵŶĚŽĨƉĞƌŵŝƚ ĨĞĞ
΀Ğ΁
ĐͿ&ĞĞƐWƌŝŽƌƚŽWůĂŶŚĞĐŬĞŝŶŐWĞƌĨŽƌŵĞĚ ϴϬйƌĞĨƵŶĚŽĨƉůĂŶ ĐŚĞĐŬĨĞĞ
΀Ğ΁
ĚͿ
ǆƉŝƌĞĚWĞƌŵŝƚƐ ŶŽƌĞĨƵŶĚ ΀Ĩ΁
΀Ă΁&ĞĞĞƐƚĂďůŝƐŚĞĚďǇ^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂ͘
΀Đ΁dŚĞŝƚǇƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽĐŽůůĞĐƚĂĚĚŝƚŝŽŶĂůĨĞĞƐƚŽƌĞĐŽǀĞƌƚŚĞĐŽƐƚƐŽĨĂŶǇƐƉĞĐŝĂůŝǌĞĚƐĞƌǀŝĐĞƐƌĞƋƵŝƌĞĚƚŽƌĞǀŝĞǁƚŚĞĂƉƉĞĂů͘ ΀Ě΁dŚĞƵŝůĚŝŶŐKĨĨŝĐŝĂůŵĂǇĂƵƚŚŽƌŝǌĞƌĞĨƵŶĚŝŶŐŽĨĂŶǇĨĞĞƉĂŝĚ͕ŽƌƉŽƌƚŝŽŶƚŚĞƌĞŽĨ͕ǁŚŝĐŚǁĂƐĞƌƌŽŶĞŽƵƐůǇƉĂŝĚŽƌĐŽůůĞĐƚĞĚďǇƚŚĞĐŝƚǇ͘ ΀Ğ΁EŽĨĞĞƐĂƌĞƌĞĨƵŶĚĂďůĞŽŶĐĞƚŚĞǁŽƌŬĐŽǀĞƌĞĚďǇƚŚĞŵŝƐĐŽŵŵĞŶĐĞĚ͘ ΀Ĩ΁tŚĞƚŚĞƌǁŽƌŬŚĂƐĐŽŵŵĞŶĐĞĚŽƌŶŽƚ͕ŶŽĨĞĞƐĂƌĞƌĞĨƵŶĚĂďůĞĨŽƌĂŶǇƉĞƌŵŝƚƚŚĂƚŚĂƐĞǆƉŝƌĞĚ͘͘ ΀ď΁ZĞŶĞǁĂůĨĞĞĂƉƉůŝĞƐĨŽƌƐƵƐƉĞŶƐŝŽŶŽƌĂďĂŶĚŽŶŵĞŶƚŶŽƚĞǆĐĞĞĚŝŶŐŽŶĞǇĞĂƌ͕ƉƌŽǀŝĚĞĚŶŽĐŚĂŶŐĞƐŚĂǀĞďĞĞŶŵĂĚĞŽƌǁŝůůďĞŵĂĚĞŝŶƚŚĞ ŽƌŝŐŝŶĂůƉůĂŶĂŶĚƐƉĞĐŝĨŝĐĂƚŝŽŶƐĨŽƌƐƵĐŚǁŽƌŬ͘&ŽƌƐƵƐƉĞŶƐŝŽŶŽƌĂďĂŶĚŽŶŵĞŶƚĞǆĐĞĞĚŝŶŐŽŶĞǇĞĂƌ͕ŽƌǁŝƚŚĐŚĂŶŐĞƐ͕ĂĨƵůůĐŚĂƌŐĞƐŚĂůůďĞ 342
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
h/>/E'&

^
&ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
ZĞĐǇĐůŝŶŐĂŶĚŝǀĞƌƐŝŽŶŽĨŽŶƐƚƌƵĐƚŝŽŶĂŶĚĞŵŽůŝƚŝŽŶ tĂƐƚĞWƌŽŐƌĂŵ;tĂƐƚĞDĂŶĂŐĞŵĞŶƚWůĂŶͿ
ϭ ĚŵŝŶŝƐƚƌĂƚŝǀĞĐŚĂƌŐĞ ΨϬ͘Ϭϱ ƉĞƌƐƋĨƚŽĨĐŽǀĞƌĞĚƉƌŽũĞĐƚ Ϯ ĞƉŽƐŝƚ Ψϭ͘ϬϬ ƉĞƌƐƋĨƚŽĨĐŽǀĞƌĞĚƉƌŽũĞĐƚ
ϯ ZĞƐŝĚĞŶƚŝĂůƌĞͲƌŽŽĨƐ
ĂͿZĞƐŝĚĞŶƚŝĂůƌĞͲƌŽŽĨƉĞƌŵŝƚƐ;ŽŶůǇͿ ΨϱϬϬ ĚĞƉŽƐŝƚ
ďͿZĞƐŝĚĞŶƚŝĂůƌĞͲƌŽŽĨƉĞƌŵŝƚƐ Ψϰϱ
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
343
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
KE^dZhd/KEdy
^͕
s
>KWD
Ed/DWd&

^
&ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
ŽŶƐƚƌƵĐƚŝŽŶ
ǆĐŝƐĞdĂǆ
ϭ ZĂƚĞƐ
ĂͿZĞƐŝĚĞŶƚŝĂůhŶŝƚƐʹdǇƉĞ
ŝͿ^ŝŶŐůĞ&ĂŵŝůǇ Ψϳϱ
ŝŝͿƵƉůĞǆ Ψϲϱ ĞĂĐŚ
ŝŝŝͿƉĂƌƚŵĞŶƚ Ψϱϱ ĞĂĐŚ
ŝǀͿĂĐŚĞůŽƌ ΨϱϬ ĞĂĐŚ
ǀͿDŽďŝůĞ,ŽŵĞ^ƉĂĐĞ Ψϰϱ ĞĂĐŚ
ďͿŽŵŵĞƌĐŝĂů ΨϬ͘Ϭϭ ƉĞƌƐƋĨƚ
ĐͿ/ŶĚƵƐƚƌŝĂů ΨϬ͘Ϭϭ ƉĞƌƐƋĨƚ
Ϯ ĞůŝŶƋƵĞŶĐǇŚĂƌŐĞ Ϯϱй WĞƌĐĞŶƚŽĨƚĂǆƉůƵƐŝŶƚĞƌĞƐƚ;ĂƚƉƌŝŵĞ ůĞŶĚŝŶŐƌĂƚĞƉĞƌŵŽŶƚŚͿ

ŶǀŝƌŽŶŵĞŶƚĂůZĞƐĞƌǀĞdĂǆʹ&ŽƌŶĞǁƌĞƐŝĚĞŶƚŝĂůůŝǀŝŶŐƵŶŝƚ ĐŽŶƐƚƌƵĐƚŝŽŶ
ϯ ŽŶĨŽƌŵŝŶŐƵŶŝƚʹĨŝƌƐƚϯĨůŽŽƌƐ Ψϭ͘ϱϭ ƉĞƌƐƋĨƚ
ϰ EŽŶͲĐŽŶĨŽƌŵŝŶŐƵŶŝƚʹĨŝƌƐƚϯĨůŽŽƌƐ Ψϯ͘ϱϭ ƉĞƌƐƋĨƚ ϱ ĞůŝŶƋƵĞŶĐǇŚĂƌŐĞ Ϯϱй WĞƌĐĞŶƚŽĨƚĂǆƉůƵƐŝŶƚĞƌĞƐƚ;ĂƚƉƌŝŵĞ ůĞŶĚŝŶŐƌĂƚĞƉĞƌŵŽŶƚŚͿ
EŽŶͲ^ƵďĚŝǀŝƐŝŽŶWĂƌŬĂŶĚZĞĐƌĞĂƚŝŽŶ
ϲ ^ŝŶŐůĞ&ĂŵŝůǇǁĞůůŝŶŐ ΨϭϬ͕ϬϬϬ ĞĂĐŚƐŝŶŐůĞͲĨĂŵŝůǇĚǁĞůůŝŶŐ ΀Ă΁ ϳ KƚŚĞƌZĞƐŝĚĞŶƚŝĂůhƐĞƐ Ψϱ͕ϬϬϬ ĞĂĐŚƌĞƐŝĚĞŶƚŝĂůĚǁĞůůŝŶŐƵŶŝƚƚŚĂƚŝƐ ŶŽƚĂƐŝŶŐůĞͲĨĂŵŝůǇĚǁĞůůŝŶŐ
΀Ă΁΀ď΁
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
΀Ă΁/ŵƉŽƐĞĚƚŽŽĨĨƐĞƚŝŵƉĂĐƚƐƚŽƚŚĞŝƚǇ͛ƐĞǆŝƐƚŝŶŐƉĂƌŬĂŶĚƌĞĐƌĞĂƚŝŽŶĨĂĐŝůŝƚŝĞƐ͘ƉƉůŝĞƐƚŽƵŶŝƚƐǁŚŝĐŚƌĞƐƵůƚŝŶĂŶĞƚŝŶĐƌĞĂƐĞƚŽƚŚĞŝƚǇΖƐ ŚŽƵƐŝŶŐƐƚŽĐŬ͘
΀ď΁/ŵƉĂĐƚĨĞĞĨŽƌĐĐĞƐƐŽƌǇǁĞůůŝŶŐhŶŝƚƐǁŝůůďĞŵŽĚŝĨŝĞĚƉƵƌƐƵĂŶƚƚŽ^ƚĂƚĞůĂǁ͘ 344
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
KE^dZhd/KEdy
^͕
s
>KWD
Ed/DWd&

^
&ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
dƌĂŶƐƉŽƌƚĂƚŝŽŶ&ĂĐŝůŝƚŝĞƐĂŶĚWƌŽŐƌĂŵƐĞǀĞůŽƉŵĞŶƚ
;dƌĂĨĨŝĐ/ŵƉĂĐƚ&ĞĞƐͿ
ϭ ^ŚŽƉƉŝŶŐĞŶƚĞƌ
ĂͿhƉƚŽϭϳϱ͕ϬϬϬƐƋĨƚ ΨϭϮ͘Ϯϰ ƉĞƌƐƋĨƚŽĨŐƌŽƐƐ
ůĞĂƐĂďůĞĂƌĞĂ
ďͿKǀĞƌϭϳϱ͕ϬϬϬƐƋĨƚ Ψϯ͘ϳϵ ƉĞƌƐƋĨƚŽĨŐƌŽƐƐ
ůĞĂƐĂďůĞĂƌĞĂ
Ϯ 'ĞŶĞƌĂůKĨĨŝĐĞƵŝůĚŝŶŐ Ψϰ͘ϭϱ ƉĞƌƐƋĨƚŽĨŐƌŽƐƐ
ůĞĂƐĂďůĞĂƌĞĂ
ϯ YƵĂůŝƚǇZĞƐƚĂƵƌĂŶƚ Ψϵ͘ϰϬ ƉĞƌƐƋĨƚŽĨŐƌŽƐƐĨůŽŽƌ
ĂƌĞĂ
ϰ ,ŽƚĞů Ψϴϲϲ͘ϵϱ ƉĞƌƌŽŽŵŽƌƐƵŝƚĞ
ϱ ^ŝŶŐůĞ&ĂŵŝůǇĞƚĂĐŚĞĚ,ŽƵƐŝŶŐ Ψϭ͕ϰϲϮ͘ϴϭ ƉĞƌĚǁĞůůŝŶŐƵŶŝƚ ϲ DƵůƚŝ&ĂŵŝůǇƚƚĂĐŚĞĚ,ŽƵƐŝŶŐ ΨϬ͘ϬϬ
ĂͿƉĂƌƚŵĞŶƚ Ψϵϱϵ͘ϵϱ ƉĞƌĚǁĞůůŝŶŐƵŶŝƚ
ďͿŽŶĚŽŵŝŶŝƵŵ Ψϳϴϴ͘ϳϮ ƉĞƌĚǁĞůůŝŶŐƵŶŝƚ
ϳ ŝƚǇWĂƌŬ Ψϰ͕ϳϴϵ͘ϱϯ ƉĞƌĂĐƌĞ
ϴ KƚŚĞƌ>ĂŶĚhƐĞdǇƉĞƐ Ψϭ͕ϱϴϴ͘ϳϲ ƉĞƌWDƉĞĂŬŚŽƵƌƚƌŝƉ ŐĞŶĞƌĂƚĞĚ
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
345
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
KE^dZhd/KEdy
^͕
s
>KWD
Ed/DWd&

^
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ &ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
dƌĂŶƐƉŽƌƚĂƚŝŽŶ&ĂĐŝůŝƚŝĞƐĂŶĚWƌŽŐƌĂŵƐĞǀĞůŽƉŵĞŶƚ
ƉƉůŝĐĂƚŝŽŶ&ĞĞ
ϵ ^ŚŽƉƉŝŶŐĞŶƚĞƌ
ĂͿhƉƚŽϭϳϱ͕ϬϬϬƐƋĨƚ Ψϭ͘ϴϮ ƉĞƌƐƋĨƚŽĨŐƌŽƐƐ
ůĞĂƐĂďůĞĂƌĞĂ
ďͿKǀĞƌϭϳϱ͕ϬϬϬƐƋĨƚ ΨϬ͘ϱϱ ƉĞƌƐƋĨƚŽĨŐƌŽƐƐ
ůĞĂƐĂďůĞĂƌĞĂ
ϭϬ 'ĞŶĞƌĂůKĨĨŝĐĞƵŝůĚŝŶŐ ΨϬ͘ϱϵ ƉĞƌƐƋĨƚŽĨŐƌŽƐƐ
ůĞĂƐĂďůĞĂƌĞĂ
ϭϭ YƵĂůŝƚǇZĞƐƚĂƵƌĂŶƚ Ψϭ͘ϰϬ ƉĞƌƐƋĨƚŽĨŐƌŽƐƐĨůŽŽƌ
ĂƌĞĂ
ϭϮ ,ŽƚĞů ΨϭϮϮ͘ϰϬ ƉĞƌƌŽŽŵŽƌƐƵŝƚĞ
ϭϯ ^ŝŶŐůĞ&ĂŵŝůǇĞƚĂĐŚĞĚ,ŽƵƐŝŶŐ ΨϮϭϴ͘ϮϬ ƉĞƌĚǁĞůůŝŶŐƵŶŝƚ ϭϰ DƵůƚŝ&ĂŵŝůǇƚƚĂĐŚĞĚ,ŽƵƐŝŶŐ
ĂͿƉĂƌƚŵĞŶƚ Ψϭϰϯ͘Ϭϲ ƉĞƌĚǁĞůůŝŶŐƵŶŝƚ
ďͿŽŶĚŽŵŝŶŝƵŵ Ψϭϭϵ͘ϰϱ ƉĞƌĚǁĞůůŝŶŐƵŶŝƚ
ϭϱ ŝƚǇWĂƌŬ Ψϳϭϭ͘ϯϳ ƉĞƌĂĐƌĞ
ϭϲ KƚŚĞƌ>ĂŶĚhƐĞdǇƉĞƐ ΨϮϭϲ͘ϳϴ ƉĞƌWDƉĞĂŬŚŽƵƌƚƌŝƉ ŐĞŶĞƌĂƚĞĚ
346
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
KE^dZhd/KEdy
^͕
s
>KWD
Ed/DWd&

^
&ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
DĂŝŶ^ƚƌĞĞƚ^ƉĞĐŝĨŝĐWůĂŶŽŶĞ/ŶͲůŝĞƵWĂƌŬŝŶŐ&ĞĞƐ
ϭ /ŶͲůŝĞƵƉĂƌŬŝŶŐĨĞĞĨŽƌƵƐĞƐŽŶĐŽŵŵĞƌĐŝĂůůǇǌŽŶĞĚƉĂƌĐĞůƐ ůŽĐĂƚĞĚǁŝƚŚŝŶƚŚĞDĂŝŶ^ƚƌĞĞƚ^ƉĞĐŝĨŝĐWůĂŶŽŶĞ
ĂͿ&ĞĞWĞƌĞĨŝĐŝĞŶƚ^ƉĂĐĞ Ψϯ͕ϱϬϬ͘ϬϬ ΀Ă΁͕΀Đ΁
ďͿŶŶƵĂů&ĞĞWĞƌĞĨŝĐŝĞŶƚ^ƉĂĐĞ ΨϭϬϬ͘ϬϬ ΀ď΁͕΀Đ΁
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
΀Ă΁&ĞĞƉĞƌĚĞĨŝĐŝĞŶƚƐƉĂĐĞĨŽƌĂůůƐƵĐŚƵƐĞƐĞƐƚĂďůŝƐŚĞĚŽŶŽƌĂĨƚĞƌ^ĞƉƚĞŵďĞƌϭ͕ϭϵϵϲ͘^ƵĐŚĨĞĞƐŚĂůůďĞĐĂůĐƵůĂƚĞĚďǇŵƵůƚŝƉůǇŝŶŐƚŚĞŶƵŵďĞƌ ŽĨƉĂƌŬŝŶŐƐƉĂĐĞƐƌĞƋƵŝƌĞĚĨŽƌƚŚĞƵƐĞƚŚĂƚŝƐŶŽƚƉƌŽǀŝĚĞĚĞŝƚŚĞƌŽŶͲƐŝƚĞŽƌǁŝƚŚŝŶϯϬϬĨĞĞƚŽĨƚŚĞƉĂƌĐĞůŽŶǁŚŝĐŚƚŚĞƵƐĞŝƐƐŝƚƵĂƚĞĚ͕ďǇ Ψϯ͕ϱϬϬ͘
΀ď΁&ĞĞƉĞƌĚĞĨŝĐŝĞŶƚƐƉĂĐĞĨŽƌĂůůƐƵĐŚƵƐĞƐĞƐƚĂďůŝƐŚĞĚƉƌŝŽƌƚŽ^ĞƉƚĞŵďĞƌϭ͕ϭϵϵϲǁŚŝĐŚĂƌĞĐƵƌƌĞŶƚůǇŽƉĞƌĂƚŝŶŐƵŶĚĞƌĂŶĞǆŝƐƚŝŶŐůĂŶĚƵƐĞ ĞŶƚŝƚůĞŵĞŶƚǁŚĞƌĞŝŶ͕ĂƐĂĐŽŶĚŝƚŝŽŶŽĨĂƉƉƌŽǀĂů͕ƚŚĂƚĂƉƉůŝĐĂŶƚĂŐƌĞĞĚƚŽƉĂƌƚŝĐŝƉĂƚĞŝŶƚŚĞŝƚǇΖƐŝŶͲůŝĞƵƉĂƌŬŝŶŐƉƌŽŐƌĂŵ͕ĞǆĐĞƉƚĨŽƌƚŚŽƐĞ ƵƐĞƐŐŽǀĞƌŶĞĚŝŶĨŽŽƚŶŽƚĞ΀Đ΁ŚĞƌĞĂĨƚĞƌ͘^ƵĐŚĂŶŶƵĂůĨĞĞƐŚĂůůďĞĐĂůĐƵůĂƚĞĚďǇŵƵůƚŝƉůǇŝŶŐƚŚĞŶƵŵďĞƌŽĨƉĂƌŬŝŶŐƐƉĂĐĞƐƌĞƋƵŝƌĞĚĨŽƌƚŚĞƵƐĞ ƚŚĂƚŝƐŶŽƚƉƌŽǀŝĚĞĚĞŝƚŚĞƌŽŶͲƐŝƚĞŽƌǁŝƚŚŝŶϯϬϬĨĞĞƚŽĨƚŚĞƉĂƌĐĞůŽŶǁŚŝĐŚƚŚĞƵƐĞŝƐƐŝƚƵĂƚĞĚ͕ďǇΨϭϬϬ͘ ΀Đ΁&ŽƌĂůůƐƵĐŚƵƐĞƐĞƐƚĂďůŝƐŚĞĚƉƌŝŽƌƚŽ^ĞƉƚĞŵďĞƌϭ͕ϭϵϵϲƉƵƌƐƵĂŶƚƚŽĂĚĞǀĞůŽƉŵĞŶƚĂŐƌĞĞŵĞŶƚǁŚĞƌĞŝŶƚŚĞĂƉƉůŝĐĂŶƚĂŐƌĞĞĚƚŽ ƉĂƌƚŝĐŝƉĂƚĞŝŶƚŚĞŝƚǇΖƐŝŶͲůŝĞƵƉĂƌŬŝŶŐƉƌŽŐƌĂŵ͕ƚŚĞĨĞĞƉĞƌĚĞĨŝĐŝĞŶƚƐƉĂĐĞƐŚĂůůďĞƐƉĞĐŝĨŝĞĚŝŶƚŚĞĂƉƉůŝĐĂďůĞĚĞǀĞůŽƉŵĞŶƚĂŐƌĞĞŵĞŶƚĨŽƌƚŚĞ ƐƵďũĞĐƚƉƌŽƉĞƌƚǇ͘
347
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
W>EE/E'&

^
&ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
ϭ ŽŶĚŝƚŝŽŶĂůhƐĞWĞƌŵŝƚͲEŽŶͲZĞƐŝĚĞŶƚŝĂůŝƐƚƌŝĐƚƐ
ĂͿDŝŶŽƌŽŶĚŝƚŝŽŶĂůhƐĞWĞƌŵŝƚ;DhWͿ Ψϭ͕ϱϵϰ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ ďͿŽŶĚŝƚŝŽŶĂůhƐĞWĞƌŵŝƚ;hWͿ Ψϳ͕ϵϲϴ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ Ϯ ŽŶĚŝƚŝŽŶĂůhƐĞWĞƌŵŝƚͲZĞƐŝĚĞŶƚŝĂůŝƐƚƌŝĐƚƐ
ĂͿDŝŶŽƌŽŶĚŝƚŝŽŶĂůhƐĞWĞƌŵŝƚ;DhWͿ Ψϴϴϱ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ ďͿŽŶĚŝƚŝŽŶĂůhƐĞWĞƌŵŝƚ;hWͿ Ψϰ͕ϰϮϳ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ ϯ sĂƌŝĂŶĐĞ Ψϯ͕ϵϴϰ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ϰ 'ĞŶĞƌĂůWůĂŶͬŽŶŝŶŐDĂƉŵĞŶĚŵĞŶƚ Ψϴ͕ϴϱϰ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ ϱ WůĂŶŶĞĚhŶŝƚĞǀĞůŽƉŵĞŶƚ ΨϮϲ͕ϱϲϭ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ϲ DŽĚŝĨŝĐĂƚŝŽŶƚŽŝƐĐƌĞƚŝŽŶĂƌǇƉƉƌŽǀĂů
ĂͿDŝŶŽƌͲ^ƚĂĨĨZĞǀŝĞǁ ϱϬйŽĨĐƵƌƌĞŶƚĞƋƵŝǀĂůĞŶƚĐĂƐĞĨĞĞ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ ďͿDĂũŽƌͲWůĂŶŶŝŶŐŽŵŵŝƐƐŝŽŶZĞǀŝĞǁ ϱϬйŽĨĐƵƌƌĞŶƚĞƋƵŝǀĂůĞŶƚĐĂƐĞĨĞĞ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ ϳ ,ŝƐƚŽƌŝĐĂůWƌĞƐĞƌǀĂƚŝŽŶĞƐŝŐŶĂƚŝŽŶ Ψϭ͕ϯϮϴ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ ϴ ^ŝƚĞWůĂŶZĞǀŝĞǁ
ĂͿDŝŶŽƌ Ψϯ͕ϯϮϬ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ďͿDĂũŽƌ Ψϲ͕ϯϳϱ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ϵ ZĂĚŝƵƐDĂƉWƌŽĐĞƐƐŝŶŐ ΨϯϮϮ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ϭϬ ŽŶĐĞƉƚƉƉƌŽǀĂů;ŽĂƐƚĂůͿ Ψϭ͕ϯϮϴ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ϭϭ ^ƉĞĐŝĨŝĐWůĂŶ ΨϮϲ͕ϱϲϭ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ϭϮ ƉƉĞĂů
ĂͿƉƉĞĂůďǇƉƉůŝĐĂŶƚ
ŝͿƉƉĞĂůƚŽŝƌĞĐƚŽƌŽĨŽŵŵƵŶŝƚǇĞǀĞůŽƉŵĞŶƚ Ψϭ͕ϳϳϭ ƉĞƌĂƉƉĞĂů ŝŝͿƉƉĞĂůƚŽWůĂŶŶŝŶŐŽŵŵŝƐƐŝŽŶ Ψϯ͕ϱϰϭ ƉĞƌĂƉƉĞĂů
ŝŝŝͿƉƉĞĂůƚŽŝƚǇŽƵŶĐŝů Ψϯ͕ϱϰϭ ƉĞƌĂƉƉĞĂů
ďͿƉƉĞĂůďǇŶŽŶͲĂƉƉůŝĐĂŶƚ;Ğ͘Ő͕͘ŶĞŝŐŚďŽƌŝŶŐƌĞƐŝĚĞŶƚͿ ŝͿƉƉĞĂůƚŽŝƌĞĐƚŽƌŽĨŽŵŵƵŶŝƚǇĞǀĞůŽƉŵĞŶƚ Ψϭ͕ϯϮϴ ƉĞƌĂƉƉĞĂů ŝŝͿƉƉĞĂůƚŽWůĂŶŶŝŶŐŽŵŵŝƐƐŝŽŶ ΨϮ͕ϲϱϲ ƉĞƌĂƉƉĞĂů
ŝŝŝͿƉƉĞĂůƚŽŝƚǇŽƵŶĐŝů ΨϮ͕ϲϱϲ ƉĞƌĂƉƉĞĂů
ϭϯ WƌĞͲƉƉůŝĐĂƚŝŽŶ Ψϭ͕ϬϬϬ ƉĞƌĐĂƐĞ
ϭϰ WƌŽƉĞƌƚǇWƌŽĨŝůĞ Ψϲϲϰ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
348
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
W>EE/E'&

^
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ &ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
ϭϱ WůĂŶŶŝŶŐŽŵŵŝƐƐŝŽŶ/ŶƚĞƌƉƌĞƚĂƚŝŽŶ Ψϴϴϱ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ ϭϲ ^ŽďĞƌ>ŝǀŝŶŐ/ŶǀĞƐƚŝŐĂƚŝŽŶŽƐƚ ΨϮ͕ϯϵϬ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ ϭϳ dĞŵƉŽƌĂƌǇĂŶŶĞƌWĞƌŵŝƚ
ĂͿKŶĞĂŶŶĞƌ ΨϱϬ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ďͿĚĚΖůĂŶŶĞƌ;ƐͿ ΨϮϱ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ϭϴ dĞŶƚĂƚŝǀĞDĂƉ
ĂͿWĂƌĐĞůDĂƉ
ŝͿdĞŶƚĂƚŝǀĞWĂƌĐĞůDĂƉ Ψϳ͕ϵϲϴ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ŝŝͿdĞŶƚĂƚŝǀĞWĂƌĐĞůDĂƉZĞǀŝƐŝŽŶ Ψϱ͕ϱϳϴ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ ďͿdƌĂĐƚDĂƉ
ŝͿddDͲ>ĞƐƐƚŚĂŶϱĂĐƌĞƐ Ψϵ͕ϵϲϬ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ŝŝͿddDͲϱͲϮϬĂĐƌĞƐ Ψϭϭ͕ϵϱϮ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ŝŝŝͿddDͲDŽƌĞƚŚĂŶϮϬĂĐƌĞƐ Ψϭϱ͕ϵϯϲ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ŝǀͿddDͲZĞǀŝƐŝŽŶ Ψϲ͕ϯϳϱ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ϭϵ ^ƉĞĐŝĂů
ǀĞŶƚͬdĞŵƉŽƌĂƌǇhƐĞWĞƌŵŝƚ
ĂͿdhWͲDŝŶŽƌ Ψϲϲϰ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ďͿdhWͲDĂũŽƌ Ψϭ͕ϵϵϮ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ϮϬ ^ŝŐŶƐ
ĂͿ^ŝŐŶWƌŽŐƌĂŵ
ŝͿ^ŝŐŶWƌŽŐƌĂŵZĞǀŝĞǁ Ψϯ͕ϯϮϬ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ŝŝͿ^ŝŐŶWƌŽŐƌĂŵŵĞŶĚŵĞŶƚ
ĂͿ^ƚĂĨĨZĞǀŝĞǁ ΨϮ͕ϯϮϰ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ďͿWůĂŶŶŝŶŐŽŵŵŝƐƐŝŽŶZĞǀŝĞǁ ΨϮ͕Ϯϭϯ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ďͿ^ŝŐŶWĞƌŵŝƚ
ŝͿ^ŝŐŶWĞƌŵŝƚͲ>ĞƐƐƚŚĂŶϯϬ^& Ψϲϲϰ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ŝŝͿ^ŝŐŶWĞƌŵŝƚͲDŽƌĞƚŚĂŶϯϬ^& Ψϵϵϲ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ Ϯϭ ĞǀĞůŽƉŵĞŶƚŐƌĞĞŵĞŶƚ
ĂͿĞǀĞůŽƉŵĞŶƚŐƌĞĞŵĞŶƚZĞǀŝĞǁ ΨϯϬ͕ϬϬϬĞƉ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ ďͿĞǀĞůŽƉŵĞŶƚŐƌĞĞŵĞŶƚŵĞŶĚŵĞŶƚ ΨϯϬ͕ϬϬϬĞƉ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ ϮϮ
ǆƚĞŶƐŝŽŶŽĨdŝŵĞZĞǀŝĞǁ
ĂͿ^ƚĂĨĨZĞǀŝĞǁ Ψϴϴϱ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ďͿWůĂŶŶŝŶŐŽŵŵŝƐƐŝŽŶZĞǀŝĞǁ Ψϭ͕ϳϳϭ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ĐͿŝƚǇŽƵŶĐŝůZĞǀŝĞǁ ΨϮ͕Ϯϭϯ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
349
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
W>EE/E'&

^
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ &ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
Ϯϯ
ŶǀŝƌŽŶŵĞŶƚĂůƐƐĞƐƐŵĞŶƚ
ĂͿ
ŶǀŝƌŽŶŵĞŶƚĂůƐƐĞƐƐŵĞŶƚͬ/ŶŝƚŝĂů^ƚƵĚǇ ΨϮ͕ϱϬϬĞƉ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ ďͿ
ǆĞŵƉƚŝŽŶ Ψϲϲϰ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ĐͿEĞŐĂƚŝǀĞĞĐůĂƌĂƚŝŽŶ ΨϭϬ͕ϬϬϬĞƉ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ĚͿDŝƚŝŐĂƚĞĚEĞŐĂƚŝǀĞĞĐůĂƌĂƚŝŽŶ Ψϭϱ͕ϬϬϬĞƉ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ ĞͿ
ŶǀŝƌŽŶŵĞŶƚĂů/ŵƉĂĐƚZĞƉŽƌƚ;
/ZͿZĞǀŝĞǁ ΨϮϬ͕ϬϬϬĞƉ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
Ϯϰ WƵďůŝĐtŽƌŬƐ
ŶŐŝŶĞĞƌŝŶŐWůĂŶZĞǀŝĞǁ
ĂͿ^ŝƚĞWůĂŶZĞǀŝĞǁ
ŝͿDĂũŽƌ Ψϭ͕ϱϴϮ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ŝŝͿDŝŶŽƌ Ψϵϴϵ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ďͿŽŶĐĞƉƚƉƉƌŽǀĂůͲŽĂƐƚĂů ΨϮϵϳ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ĐͿ^ƉĞĐŝĨŝĐWůĂŶ ΨϭϬ͕ϬϬϬĞƉ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ĚͿĞǀĞůŽƉŵĞŶƚŐƌĞĞŵĞŶƚ ΨϭϬ͕ϬϬϬĞƉ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ĞͿ
ŶǀŝƌŽŶŵĞŶƚĂůƐƐĞƐƐŵĞŶƚ ΨϭϬ͕ϬϬϬĞƉ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ
ĨͿWĞƌŵŝƚƐͬWůĂŶĐŚĞĐŬƐŶŽƚůŝƐƚĞĚĂďŽǀĞ ^ĞĞĨŽŽƚŶŽƚĞ ƉĞƌĂƉƉůŝĐĂƚŝŽŶ ΀Ă΁ Ϯϱ dĞĐŚŶŽůŽŐǇ&ĞĞ;ƉĞƌĐĞŶƚŽĨĨŝǆĞĚĨĞĞŽƌŚŽƵƌůǇďŝůůŝŶŐƌĂƚĞͿ ϱй Ϯϲ ZĂƚĞƐĨŽƌ^ĞƌǀŝĐĞƐEŽƚ^ƉĞĐŝĨŝĞĚŝŶƚŚŝƐ^ĐŚĞĚƵůĞ
ĂͿ/ŶͲ,ŽƵƐĞWůĂŶŶŝŶŐ^ƚĂĨĨ ΨϮϮϭ ƉĞƌŚŽƵƌ
ďͿ
ŶŐŝŶĞĞƌŝŶŐ^ƚĂĨĨ Ψϭϵϴ ƉĞƌŚŽƵƌ
ĐͿŽŶƚƌĂĐƚ^ĞƌǀŝĐĞ^ƵƉƉŽƌƚ ĐƚƵĂůнϭϱйĚŵŝŶ dŝŵĞΘDΖƚůƐ ΀Ă΁
ŶŐŝŶĞĞƌͬƚĞĐŚŶŝĐŝĂŶƚŽĚĞƚĞƌŵŝŶĞĞƐƚŝŵĂƚĞĚŚŽƵƌƐĂŶĚĂƉƉůŝĐĂďůĞĨĞĞͬŝŶŝƚŝĂůĚĞƉŽƐŝƚĂƚƚŝŵĞŽĨĂƉƉůŝĐĂƚŝŽŶ͘ 350
ŝƚǇŽĨ^ĞĂůĞĂĐŚ

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Z/E'EWh>/tKZ<^&

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&ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
ϭ 'ĞŶĞƌĂůWĞƌŵŝƚƐ;ŶŽĂĚĚŝƚŝŽŶĂůĂƉƉůŝĐĂƚŝŽŶĨĞĞƐͿ
ĂͿĂŶŶĞƌWĞƌŵŝƚƐ Ψϭϵϴ
ďͿdĞŵƉŽƌĂƌǇ^ƚƌĞĞƚͬ^ŝĚĞǁĂůŬůŽƐƵƌĞͬƵŵƉƐƚĞƌWĞƌŵŝƚ Ψϭϵϴ Ϯ ^ŵĂůůtŝƌĞůĞƐƐΘ
ůŝŐŝďůĞ&ĂĐŝůŝƚŝĞƐ
ĂͿWĞƌŵŝƚƉƉůŝĐĂƚŝŽŶ&ĞĞ;ƵƉƚŽϱƐŝƚĞƐͿ ΨϮϭϱ
ŝͿ
ĂĐŚĂĚĚŝƚŝŽŶĂůƐŝƚĞ Ψϭϲϭ
ďͿEĞǁWŽůĞͬ^ƚƌƵĐƚƵƌĞ;ĞĂĐŚͿ Ψϭ͕Ϯϴϵ
ĐͿWĞƌŵŝƚZĞǀŝĞǁ&ĞĞ;ƉĞƌĨĂĐŝůŝƚǇͬƐŝƚĞͿ Ψϰ͕Ϯϵϴ
ϯ WĞƌŵŝƚƉƉůŝĐĂƚŝŽŶ&ĞĞ Ψϭϵϴ
ϰ WĞƌŵŝƚdŝŵĞ
ǆƚĞŶƐŝŽŶͬZĞŝƐƐƵĂŶĐĞ Ψϭϵϴ
ϱ ƌĐŚŝǀĂů&ĞĞ;ĐĂůĐƵůĂƚĞĚĂƐйŽĨƉĞƌŵŝƚ͕ƉůĂŶĐŚĞĐŬ͕ĂŶĚ ŝŶƐƉĞĐƚŝŽŶĨĞĞƐ͘EŽƚĂƉƉůŝĐĂƚŝŽŶĨĞĞƐͿ
ΨϬ
ϲ tŽƌŬǁŝƚŚŽƵƚWĞƌŵŝƚ ϮǆĂƐĞ&ĞĞƐ
ϳ hƚŝůŝƚǇĞƉŽƐŝƚĐĐŽƵŶƚ
ƐƚĂďůŝƐŚŵĞŶƚ Ψϭ͕ϬϬϬͬǇĞĂƌ
ϴ
ŶƌŽĂĐŚŵĞŶƚWĞƌŵŝƚƐ
ĂͿ
ŶĐƌŽĂĐŚŵĞŶƚWĞƌŵŝƚͲdǇƉĞ;ŶŽƉůĂŶĐŚĞĐŬͿ ΨϮϭϱ
ďͿ
ŶĐƌŽĂĐŚŵĞŶƚWĞƌŵŝƚͲdǇƉĞ;ŵŝŶŽƌƉůĂŶĐŚĞĐŬƌĞƋƵŝƌĞĚͿ ^ĞĞĨŽŽƚŶŽƚĞ ΀Ă΁ ĐͿ
ŶĐƌŽĂĐŚŵĞŶƚWĞƌŵŝƚͲdǇƉĞ;ŵĂũŽƌƉůĂŶĐŚĞĐŬƌĞƋƵŝƌĞĚͿ dΘDǁͬĚĞƉŽƐŝƚ ĚͿEŽŶͲ^ƚĂŶĚĂƌĚ
ŶƌŽĂĐŚŵĞŶƚŐƌĞĞŵĞŶƚ Ψϭ͕Ϭϳϰ
ϵ ĞǀĞůŽƉŵĞŶƚWůĂŶŚĞĐŬ&ĞĞƐ;ƵƉƚŽϯƉůĂŶĐŚĞĐŬƐͿ
ĂͿ^ŝŶŐůĞǁĞůůŝŶŐhŶŝƚZĞƐŝĚĞŶƚŝĂů Ψϰ͕Ϯϵϴ
ďͿŽƵďůĞͬdƌŝƉůĞǁĞůůŝŶŐhŶŝƚZĞƐŝĚĞŶƚŝĂů Ψϲ͕ϰϰϳ
ĐͿϰнǁĞůůŝŶŐhŶŝƚƐ dΘDǁͬĚĞƉŽƐŝƚ
ĚͿŽŵŵĞƌŝĐŝĂůͬ/ŶĚƵƐƚƌŝĂůͲ/;фϱ͕ϬϬϬ^&Ϳ Ψϳ͕ϱϮϭ
ĞͿŽŵŵĞƌŝĐŝĂůͬ/ŶĚƵƐƚƌŝĂůͲ//;хϱ͕ϬϬϬ^&Ϳ dΘDǁͬĚĞƉŽƐŝƚ ĨͿĚĚŝƚŝŽŶĂůZĞĐŚĞĐŬƐ;ŽǀĞƌϯƉůĂŶĐŚĞĐŬƐͿ Ψϲϰϱ
ϭϬ tYDW;ƵƉƚŽϯƉůĂŶĐŚĞĐŬƐͿ
ĂͿ^ŝŶŐůĞǁĞůůŝŶŐhŶŝƚZĞƐŝĚĞŶƚŝĂů ΨϮ͕ϱϳϵ
ďͿŽƵďůĞͬdƌŝƉůĞǁĞůůŝŶŐhŶŝƚZĞƐŝĚĞŶƚŝĂů Ψϯ͕ϮϮϯ
ĐͿϰнǁĞůůŝŶŐhŶŝƚƐ dΘDǁͬĚĞƉŽƐŝƚ
ĚͿŽŵŵĞƌŝĐŝĂůͬ/ŶĚƵƐƚƌŝĂůͲ/;фϱ͕ϬϬϬ^&Ϳ Ψϱ͕ϯϳϮ
ĞͿŽŵŵĞƌŝĐŝĂůͬ/ŶĚƵƐƚƌŝĂůͲ//;хϱ͕ϬϬϬ^&Ϳ dΘDǁͬĚĞƉŽƐŝƚ ĨͿĚĚŝƚŝŽŶĂůZĞĐŚĞĐŬƐ;ŽǀĞƌϯƉůĂŶĐŚĞĐŬƐͿ Ψϲϰϱ
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
351
ŝƚǇŽĨ^ĞĂůĞĂĐŚ

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ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ &ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
ϭϭ ^ƵďĚŝǀŝƐŝŽŶ
ĂͿ>Žƚ>ŝŶĞĚũƵƐƚŵĞŶƚ ΨϮ͕ϭϰϵ
ďͿZĞĐŽƌĚŽĨ^ƵƌǀĞǇ ΨϮ͕ϭϰϵ
ĐͿWĂƌĐĞůDĂƉ
ŝͿĂƐĞ&ĞĞ;ƉĞƌŵĂƉͿ Ψϯ͕ϮϮϯ
ŝŝͿĚĚŝƚŝŽŶĂůWĞƌ>Žƚ&ĞĞ ΨϭϬϳ
ĞͿdƌĂĐƚDĂƉ dΘDǁͬĚĞƉŽƐŝƚ
ĨͿĞƌƚŝĨŝĐĂƚĞŽĨŽŵƉůŝĂŶĐĞ ΨϮ͕ϭϰϵ
ŐͿŝƚǇDĂƉ&ŝůŝŶŐ&ĞĞ ΨϮϭϱ
ϭϮ dƌĂŶƐƉŽƌƚĂƚŝŽŶ;ŶŽƐĞƉĂƌĂƚĞƉĞƌŵŝƚĂƉƉůŝĐĂƚŝŽŶĨĞĞͿ
ĂͿKǀĞƌƐŝǌĞĚsĞŚŝĐůĞdƌĂŶƐƉŽƌƚĂƚŝŽŶWĞƌŵŝƚ
ŝͿKŶĞĂǇ Ψϭϲ
ŝŝͿŶŶƵĂů ΨϵϬ
ϭϯ /ŶƐƉĞĐƚŝŽŶ
ĂͿtĂƚĞƌYƵĂůŝƚǇͬDW
ŝͿZĞŐƵůĂƌ Ψϭϵϴ ƉĞƌŝŶƐƉĞĐƚŝŽŶ
ŝŝͿKǀĞƌƚŝŵĞ ΨϮϯϳ ƉĞƌŚƌ͖͘ϮŚƌ͘ŵŝŶ͘
ďͿhƚŝůŝƚǇ
ŝͿZĞŐƵůĂƌ Ψϭϵϴ ƉĞƌŝŶƐƉĞĐƚŝŽŶ
ŝŝͿKǀĞƌƚŝŵĞ ΨϮϯϳ ƉĞƌŚƌ͖͘ϮŚƌ͘ŵŝŶ͘
ĐͿ'ĞŶĞƌĂů
ŝͿZĞŐƵůĂƌ Ψϭϵϴ ƉĞƌŝŶƐƉĞĐƚŝŽŶ
ŝŝͿKǀĞƌƚŝŵĞ ΨϮϯϳ ƉĞƌŚƌ͖͘ϮŚƌ͘ŵŝŶ͘
ĚͿZĞŝŶƐƉĞĐƚŝŽŶͬ
ǆĐĞƐƐ/ŶƐƉĞĐƚŝŽŶͬDŝƐƐĞĚ/ŶƐƉĞĐƚŝŽŶ
ŝͿZĞŐƵůĂƌ Ψϭϵϴ ƉĞƌŝŶƐƉĞĐƚŝŽŶ
ŝŝͿKǀĞƌƚŝŵĞ ΨϮϯϳ ƉĞƌŚƌ͖͘ϮŚƌ͘ŵŝŶ͘
ϭϰ dĞĐŚŶŽůŽŐǇ&ĞĞ;ƉĞƌĐĞŶƚŽĨĨŝǆĞĚĨĞĞŽƌŚŽƵƌůǇďŝůůŝŶŐƌĂƚĞͿ ϱй ϭϱ WĞƌŵŝƚƐͬWůĂŶŚĞĐŬƐŶŽƚƐƉĞĐŝĨŝĐĂůůǇůŝƐƚĞĚ dΘDǁͬĚĞƉŽƐŝƚ ΀Ă΁
ŶŐŝŶĞĞƌͬƚĞĐŚŶŝĐŝĂŶƚŽĚĞƚĞƌŵŝŶĞŚŽƵƌƐĂŶĚĂƉƉůŝĐĂďůĞĨĞĞĂƚƚŝŵĞŽĨĂƉƉůŝĐĂƚŝŽŶ͘ 352
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
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&ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
ϭ DĞƚĞƌdĞƐƚ
ĂͿϯͬϰΗͲϭΗDĞƚĞƌ ΨϮϱϬ ĞĂĐŚ ΀Ă΁
ďͿϭͬϱΗͲϮΗDĞƚĞƌ ΨϯϱϬ ĞĂĐŚ ΀Ă΁
Ϯ hƚŝůŝƚŝĞƐ&ŝĞůĚ/ŶƐƉĞĐƚŝŽŶ;Ğ͘Ő͘ƐĞǁĞƌĐŽŶŶĞĐƚŝŽŶͬǁĂƚĞƌ ƐĞƌǀŝĐĞĂŶĚĐŽŶŶĞĐƚŝŽŶͿ
ĂͿdǇƉŝĐĂů^ŝŶŐůĞ&ĂŵŝůǇZĞƐŝĚĞŶƚŝĂůZĞǀŝĞǁ
ŝͿZĞŐƵůĂƌ Ψϭϵϴ ƉĞƌŝŶƐƉĞĐƚŝŽŶ ΀ď΁
ŝŝͿKǀĞƌƚŝŵĞ ΨϮϯϳ ƉĞƌŚƌ͖͘ϮŚƌ͘ŵŝŶŝŵƵŵ ΀ď΁
ďͿůůKƚŚĞƌƐ dΘDǁͬĞƉŽƐŝƚ ΀ď΁
ϯ tĂƚĞƌĂŶĚͬŽƌ^ĞǁĞƌŽŶŶĞĐƚŝŽŶDĂƚĞƌŝĂůƐ ĐƚƵĂůŽƐƚ
нϮϬйĚŵŝŶ&ĞĞ
ϰ &ĂƚƐ͕Kŝů͕Θ'ƌĞĂƐĞ;&K'Ϳ ΀Đ΁
ĂͿŶŶƵĂůWĞƌŵŝƚ ΨϮϵϳ
ďͿWůĂŶŚĞĐŬ Ψϭ͕Ϭϳϰ
ĐͿ'ƌĞĂƐĞŽŶƚƌŽůĞǀŝĐĞ>ŝĚ/ŶƐƉĞĐƚŝŽŶ Ψϰϵ
ŝͿZĞŝŶƐƉĞĐƚŝŽŶ Ψϰϵ
ĚͿĞƐƚDĂŶĂŐĞŵĞŶƚWůĂŶ;DWͿWƌŽŐƌĂŵ/ŶƐƉĞĐƚŝŽŶ Ψϵϵ
ŝͿZĞŝŶƐƉĞĐƚŝŽŶ Ψϵϵ
ĞͿ'ƌĞĂƐĞŝƐƉŽƐĂůDŝƚŐĂƚŝŽŶͬtĂŝǀĞƌ Ψϱϵϯ
ϱ ŽŶƐƚƌƵĐƚŝŽŶDĞƚĞƌ
ĂͿ,ǇĚƌĂŶƚDĞƚĞƌ/ŶƐƚĂůůĂƚŝŽŶ ΨϮϳϯ
ďͿ,ǇĚƌĂŶƚDĞƚĞƌĂŝůǇZĞŶƚĂůZĂƚĞ ΨϭϬ
ĐͿ,ǇĚƌĂŶƚtĂƚĞƌtĂƚĞƌhƐĞĞƉŽƐŝƚ Ψϭ͕ϱϬϬ
ĚͿZĞƉůĂĐĞŵĞŶƚͬĂŵĂŐĞDĞƚĞƌ Ψϭ͕ϱϬϬ
ĞͿŽƐƚŽĨtĂƚĞƌ ƐĞĞƌĂƚĞƐĐŚĞĚƵůĞ
ϲ &ŝƌĞ&ůŽǁdĞƐƚ ΨϱϴϬ
ϳ /ŶƐƉĞĐƚŝŽŶ ΀Đ΁
ĂͿtĂƚĞƌYƵĂůŝƚǇͬDW
ŝͿZĞŐƵůĂƌ Ψϭϵϴ ƉĞƌŝŶƐƉĞĐƚŝŽŶ
ŝŝͿKǀĞƌƚŝŵĞ ΨϮϯϳ ƉĞƌŚƌ͖͘ϮŚƌ͘ŵŝŶ͘
ďͿhƚŝůŝƚǇ
ŝͿZĞŐƵůĂƌ Ψϭϵϴ ƉĞƌŝŶƐƉĞĐƚŝŽŶ
ŝŝͿKǀĞƌƚŝŵĞ ΨϮϯϳ ƉĞƌŚƌ͖͘ϮŚƌ͘ŵŝŶ͘
ĐͿ'ĞŶĞƌĂů
ŝͿZĞŐƵůĂƌ Ψϭϵϴ ƉĞƌŝŶƐƉĞĐƚŝŽŶ
ŝŝͿKǀĞƌƚŝŵĞ ΨϮϯϳ ƉĞƌŚƌ͖͘ϮŚƌ͘ŵŝŶ͘
ĚͿZĞŝŶƐƉĞĐƚŝŽŶͬ
ǆĐĞƐƐ/ŶƐƉĞĐƚŝŽŶͬDŝƐƐĞĚ/ŶƐƉĞĐƚŝŽŶ
ŝͿZĞŐƵůĂƌ Ψϭϵϴ ƉĞƌŝŶƐƉĞĐƚŝŽŶ
ŝŝͿKǀĞƌƚŝŵĞ ΨϮϯϳ ƉĞƌŚƌ͖͘ϮŚƌ͘ŵŝŶ͘
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
353
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΀Ă΁dĞƐƚĂŵŽƵŶƚƌĞĨƵŶĚĂďůĞŝĨŵĞƚĞƌŝƐĨŽƵŶĚƚŽďĞĚĞĨĞĐƚŝǀĞ͘ ΀ď΁
ŶŐŝŶĞĞƌͬƚĞĐŚŶŝĐŝĂŶƚŽĚĞƚĞƌŵŝŶĞĞƐƚŝŵĂƚĞĚŚŽƵƌƐĂŶĚĂƉƉůŝĐĂďůĞĨĞĞͬŝŶŝƚŝĂůĚĞƉŽƐŝƚĂƚƚŝŵĞŽĨĂƉƉůŝĐĂƚŝŽŶ͘ ΀Đ΁ŶǇĐŽƐƚŝŶĐƌĞĂƐĞƐƚŽƚŚĞŝƚǇ͕ĂĚĚŝƚŝŽŶĂůƐĞƌǀŝĐĞƐ͕ĂŶĚŵĂƚĞƌŝĂůƐƉƌŽǀŝĚĞĚďǇƚŚĞŝƚǇŶŽƚůŝƐƚĞĚĂďŽǀĞ͕ƐƵĐŚĂƐƐƉŝůůƌĞƐƉŽŶƐĞŽƌĂĚĚŝƚŝŽŶĂů ƐĞǁĞƌŵĂŝŶůŝŶĞĐůĞĂŶŝŶŐĚƵĞƚŽĂĐĐƵŵƵůĂƚŝŽŶŽĨ&K'͕ǁŝůůďĞďŝůůĞĚĚŝƌĞĐƚůǇƚŽƚŚĞƌĞƐƉŽŶƐŝďůĞƉĂƌƚǇĨŽƌĂĐƚƵĂůĐŽƐƚƐŝŶĐƵƌƌĞĚŽŶĂƚŝŵĞĂŶĚ ŵĂƚĞƌŝĂůďĂƐŝƐ͘ŶǇĚĞůŝŶƋƵĞŶĐŝĞƐ͕ƉĞŶĂůƚŝĞƐ͕ĂƉƉĞĂůƐ͕ŚĞĂƌŝŶŐƐ͕ƐƵƐƉĞŶƐŝŽŶƐ͕ƌĞǀŽĐĂƚŝŽŶƐ͕ǀŝŽůĂƚŝŽŶƐ͕ĂŶĚĞŶĨŽƌĐĞŵĞŶƚƐĂƌĞĞƐƚĂďůŝƐŚĞĚďǇƚŚĞ &K'KƌĚŝŶĂŶĐĞ͘&^
͛ƐƌĞƋƵĞƐƚŝŶŐĂƉĞƌŵŝƚǁŝƚŚŝŶĂĐĂůĞŶĚĂƌǇĞĂƌƐŚĂůůŚĂǀĞƚŚĞĨĞĞƐƉƌŽƌĂƚĞĚŽŶĂŵŽŶƚŚĞŶĚďĂƐŝƐ͘ 354
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ĂͿZĞƐŝĚĞŶƚŝĂů
ŝͿϱͬϴΗ͕ϯͬϰΗ ΨϮ͕ϳϱϰ
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ŝŝŝͿϭ͘ϱΗ Ψϲ͕ϳϬϭ
ŝǀͿϮΗ Ψϵ͕ϯϵϯ
ǀͿϯΗ Ψϱϰ͕ϱϱϲ
ǀͿϰΗ ΨϴϬ͕ϮϮϯ
ǀŝŝͿϲΗ Eͬ
ǀŝŝŝͿϴΗ Eͬ
ďͿŽŵŵĞƌĐŝĂů͕/ŶĚƵƐƚƌŝĂů͕'ŽǀΖƚ
ŝͿϱͬϴΗ͕ϯͬϰΗ ΨϮ͕ϳϱϰ
ŝŝͿϭΗ Ψϱ͕Ϯϵϯ
ŝŝŝͿϭ͘ϱΗ Ψϭϭ͕ϵϯϭ
ŝǀͿϮΗ ΨϮϭ͕ϲϮϵ
ǀͿϯΗ Ψϱϯ͕ϵϬϳ
ǀͿϰΗ Ψϭϯϲ͕Ϭϱϭ
ǀŝŝͿϲΗ Ψϭϱϳ͕ϬϬϯ
ǀŝŝŝͿϴΗ ΨϱϱϬ͕ϭϭϳ
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ŝͿϱͬϴΗ͕ϯͬϰΗ Ψϰ͕ϱϵϱ
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ǀͿϯΗ Ψϵϳ͕ϳϯϬ
ǀͿϰΗ ΨϮϱϳ͕ϲϳϬ
ǀŝŝͿϲΗ Eͬ
ǀŝŝŝͿ'ƌĞĂƚĞƌƚŚĂŶϲΗ ŝƚǇ
ŶŐŝŶĞĞƌĞƚĞƌŵŝŶĂƚŝŽŶ ΀Đ΁
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ǀͿϰΗ ΨϯϰϬ͕ϲϱϵ
ǀŝŝͿϲΗ Ψϯϳϱ͕ϲϳϬ
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ŶŐŝŶĞĞƌĞƚĞƌŵŝŶĂƚŝŽŶ ΀Đ΁
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΀Ă΁&ĞĞŝƐĚĞƚĞƌŵŝŶĞĚďĂƐĞĚŽŶƚŚĞƐŝǌĞŽĨƚŚĞǁĂƚĞƌƐĞƌǀŝĐĞŵĞƚĞƌĂƐĂƉƉůŝĞĚƚŽƚŚĞƐĞǁĞƌƌĂƚĞƐ͘^ĞǁĞƌƌĂƚĞƐĂƌĞĐĂůĐƵůĂƚĞĚƵƐŝŶŐƚŚĞǀĂůƵĞŽĨ ƚŚĞĞǆŝƐƚŝŶŐƐǇƐƚĞŵƚŚĂƚŝƐŶŽƚƐƵďũĞĐƚƚŽƌĞƉůĂĐĞŵĞŶƚƚŚƌŽƵŐŚƚŚĞĞǆŝƐƚŝŶŐĂƉŝƚĂů/ŵƉƌŽǀĞŵĞŶƚWƌŽũĞĐƚ;/WͿƉƌŽŐƌĂŵĂŶĚƚŚĞƚŽƚĂůĂŶŶƵĂů ǁĂƚĞƌƵƐĞďǇƐĞǁĞƌƐǇƐƚĞŵĐƵƐƚŽŵĞƌƐŝŶďŝůůŝŶŐƵŶŝƚƐ͘ĞŐŝŶŶŝŶŐ:ƵůǇϭ͕ϮϬϬϮĂŶĚĞǀĞƌǇ:ƵůǇϭƐƚƚŚĞƌĞĂĨƚĞƌ͕ƚŚĞĨĞĞǁŝůůĂƵƚŽŵĂƚŝĐĂůůǇŝŶĐƌĞĂƐĞ ďǇĂŶĂŵŽƵŶƚĐĂůĐƵůĂƚĞĚƵƐŝŶŐƚŚĞĨŽůůŽǁŝŶŐĨŽƌŵƵůĂʹŵƵůƚŝƉůǇƚŚĞŵŽƐƚƌĞĐĞŶƚĨĞĞŝŶĞĨĨĞĐƚďǇƚŚĞƉĞƌĐĞŶƚĂŐĞŝŶĐƌĞĂƐĞŽǀĞƌƚŚĞƉƌĞǀŝŽƵƐϭϮ ŵŽŶƚŚƐŝŵŵĞĚŝĂƚĞůǇƉƌĞĐĞĚŝŶŐƚŚĞŵŽƐƚƌĞĐĞŶƚƉƵďůŝĐĂƚŝŽŶŽĨƚŚĞ ŶŐŝŶĞĞƌŝŶŐEĞǁƐZĞĐŽƌĚŽĨŽŶƐƚƌƵĐƚŝŽŶŽƐƚ/ŶĚĞǆĞǆŝƐƚŝŶŐŽŶ:ƵůǇϭƐƚŽĨ ƚŚĞǇĞĂƌŽĨƚŚĞŝŶĐƌĞĂƐĞ͘dŚĞƉƌĞǀŝŽƵƐ
EZŽŶƐƚƌƵĐƚŝŽŶŽƐƚ/ŶĚĞǆǁĂƐϴϮϵϯ͘dŚĞ
EZŽŶƐƚƌƵĐƚŝŽŶŽƐƚ/ŶĚĞǆĨŽƌ:ƵŶĞϮϬϬϵŝƐϴϱϳϴ͘&ĞĞƐ ƐŚĂůůŶŽƚĚĞĐƌĞĂƐĞďĞůŽǁƚŚĞůĞǀĞůŽĨƌĂƚĞƐĞǆŝƐƚŝŶŐŽŶ:ƵůǇϭ͕ϮϬϬϮ͘ ΀ď΁&ŽƌƐĞƌǀŝĐĞƐƚŚĂƚŚĂǀĞŶĞǀĞƌďĞĞŶĐŽŶŶĞĐƚĞĚŽƌƉĂŝĚŝŶƚŽƚŚĞƐǇƐƚĞŵ͕ĨĞĞƐĂƌĞĐĂůĐƵůĂƚĞĚƵƐŝŶŐƚŚĞǀĂůƵĞŽĨƚŚĞĞǆŝƐƚŝŶŐƐǇƐƚĞŵƚŚĂƚŝƐŶŽƚ ƐƵďũĞĐƚƚŽƌĞƉůĂĐĞŵĞŶƚƚŚƌŽƵŐŚĂŶĞǆŝƐƚŝŶŐĂƉŝƚĂů/ŵƉƌŽǀĞŵĞŶƚWƌŽũĞĐƚ;/WͿƉƌŽŐƌĂŵĂŶĚƚŚĞƚŽƚĂůĂŶŶƵĂůǁĂƚĞƌƵƐĞďǇƐǇƐƚĞŵĐƵƐƚŽŵĞƌƐŝŶ ďŝůůŝŶŐƵŶŝƚƐ͘ĞŐŝŶŶŝŶŐ:ƵůǇϭ͕ϮϬϬϮĂŶĚĞǀĞƌǇ:ƵůǇϭƐƚƚŚĞƌĞĂĨƚĞƌ͕ƚŚĞĨĞĞǁŝůůĂƵƚŽŵĂƚŝĐĂůůǇŝŶĐƌĞĂƐĞďǇĂŶĂŵŽƵŶƚĐĂůĐƵůĂƚĞĚƵƐŝŶŐƚŚĞ ĨŽůůŽǁŝŶŐĨŽƌŵƵůĂʹŵƵůƚŝƉůǇƚŚĞŵŽƐƚƌĞĐĞŶƚĨĞĞŝŶĞĨĨĞĐƚďǇƚŚĞƉĞƌĐĞŶƚĂŐĞŝŶĐƌĞĂƐĞŽǀĞƌƚŚĞƉƌĞǀŝŽƵƐϭϮŵŽŶƚŚƐŝŵŵĞĚŝĂƚĞůǇƉƌĞĐĞĚŝŶŐƚŚĞ ŵŽƐƚƌĞĐĞŶƚƉƵďůŝĐĂƚŝŽŶŽĨƚŚĞ
ŶŐŝŶĞĞƌŝŶŐEĞǁƐZĞĐŽƌĚŽĨŽŶƐƚƌƵĐƚŝŽŶŽƐƚ/ŶĚĞǆĞǆŝƐƚŝŶŐŽŶ:ƵůǇϭƐƚŽĨƚŚĞǇĞĂƌŽĨƚŚĞŝŶĐƌĞĂƐĞ͘dŚĞ ƉƌĞǀŝŽƵƐ
EZŽŶƐƚƌƵĐƚŝŽŶŽƐƚ/ŶĚĞǆǁĂƐϴϮϵϯ͘dŚĞ
EZŽŶƐƚƌƵĐƚŝŽŶŽƐƚ/ŶĚĞǆĨŽƌ:ƵŶĞϮϬϬϵŝƐϴϱϳϴ͘&ĞĞƐƐŚĂůůŶŽƚĚĞĐƌĞĂƐĞďĞůŽǁƚŚĞ ůĞǀĞůŽĨƌĂƚĞƐĞǆŝƐƚŝŶŐŽŶ:ƵůǇϭ͕ϮϬϬϮ͘
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ŝͿ>Žǁ/ŶĐŽŵĞ Ψϱϴ ΀ď΁
ŝŝͿůůKƚŚĞƌƐ Ψϭϯϰ
ďͿ^ĞƌǀŝĐĞŚĂƌŐĞ;ĂĨƚĞƌϱ͗ϬϬƉ͘ŵ͘Ϳ
ŝͿ>Žǁ/ŶĐŽŵĞ Ψϭϳϱ ΀ď΁
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΀ď΁&ŽƌƌĞƐŝĚĞŶƚŝĂůĐƵƐƚŽŵĞƌƐǁŚŽĚĞŵŽŶƐƚƌĂƚĞƚŽƚŚĞŝƚǇĂŚŽƵƐĞŚŽůĚŝŶĐŽŵĞďĞůŽǁϮϬϬƉĞƌĐĞŶƚŽĨƚŚĞĨĞĚĞƌĂůƉŽǀĞƌƚǇůŝŶĞ͕ƚŚĞŝƚǇǁŝůůůŝŵŝƚ ĂŶǇƐĞƌǀŝĐĞƌĞƐƚŽƌĂƚŝŽŶĐŚĂƌŐĞƐĚƵƌŝŶŐŶŽƌŵĂůŽƉĞƌĂƚŝŶŐŚŽƵƌƐƚŽĨŝĨƚǇĚŽůůĂƌƐ;ΨϱϬͿ͕ĂŶĚĚƵƌŝŶŐŶŽŶŽƉĞƌĂƚŝŽŶĂůŚŽƵƌƐƚŽŽŶĞŚƵŶĚƌĞĚĨŝĨƚǇĚŽůůĂƌƐ ;ΨϭϱϬͿ͘dŚĞƐĞůŝŵŝƚƐĂƌĞƐƵďũĞĐƚƚŽĂŶĂŶŶƵĂůĂĚũƵƐƚŵĞŶƚĨŽƌĐŚĂŶŐĞƐŝŶƚŚĞƵƌĞĂƵŽĨ>ĂďŽƌ^ƚĂƚŝƐƚŝĐƐŽŶƐƵŵĞƌWƌŝĐĞ/ŶĚĞǆĨŽƌůůhƌďĂŶ ŽŶƐƵŵĞƌƐ;W/ͲhͿďĞŐŝŶŶŝŶŐ:ĂŶƵĂƌǇϭ͕ϮϬϮϭ͘
΀Đ΁&ĞĞƐůŝƐƚĞĚĂƌĞďĂƐĞĚŽŶƚŚĞĞƐƚŝŵĂƚĞĚŶƵŵďĞƌŽĨŚŽƵƌƐƌĞƋƵŝƌĞĚƚŽƉĞƌĨŽƌŵĂƐƚĂŶĚĂƌĚƐĞƌǀŝĐĞƌĞƋƵĞƐƚĂŶĚƚŚĞƚǇƉŝĐĂůĐŽƐƚŽĨŵĂƚĞƌŝĂůƐ ƌĞƋƵŝƌĞĚƚŽƉĞƌĨŽƌŵƚŚĞƌĞƋƵĞƐƚĞĚƐĞƌǀŝĐĞ͘&ŽƌƐĞƌǀŝĐĞƌĞƋƵĞƐƚƐƚŚĂƚĂƌĞĂŶƚŝĐŝƉĂƚĞĚƚŽƌĞƋƵŝƌĞĞĨĨŽƌƚƐŽƌŵĂƚĞƌŝĂůƐ͕ŝŶĞǆĐĞƐƐŽĨƚŚŽƐĞƚǇƉŝĐĂůůǇ ƌĞƋƵŝƌĞĚ͕ƚŚĞĞƉĂƌƚŵĞŶƚƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽďŝůůƚŚĞƐĞƌǀŝĐĞƌĞĐŝƉŝĞŶƚ͕ĨŽƌĞƉĂƌƚŵĞŶƚĐŽƐƚƐĂŶƚŝĐŝƉĂƚĞĚƚŽďĞŝŶĐƵƌƌĞĚŝŶĞǆĐĞƐƐŽĨƚŚĞĨĞĞ ƐŚŽǁŶŝŶƚŚŝƐƐĐŚĞĚƵůĞ͘
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ďͿ/ŶĚŝƌĞĐƚůĂƌŵʹZĞƐŝĚĞŶƚWĞƌŵŝƚ Ψϯϰ
Ϯ &ĂůƐĞůĂƌŵʹƉĞŶĂůƚŝĞƐǁŝůůďĞĂƐƐĞƐƐĞĚŝŶƚŚĞĞǀĞŶƚŽĨƚŚĞĨŽůůŽǁŝŶŐ ĂͿϭƐƚĂŶĚϮŶĚĨĂůƐĞĂůĂƌŵƐĐĂůůƐ EŽŚĂƌŐĞ
ďͿϯƌĚĨĂůƐĞĂůĂƌŵĐĂůů ΨϭϮϵ
ĐͿϰƚŚĨĂůƐĞĂůĂƌŵĐĂůů Ψϭϴϵ
ĚͿϱƚŚĨĂůƐĞĂůĂƌŵĐĂůů ΨϯϬϬ
ĞͿϲŽƌŵŽƌĞĨĂůƐĞĂůĂƌŵĐĂůůƐ ΨϰϮϭ ĞĂĐŚ
dƌĂĨĨŝĐŽůůŝƐŝŽŶZĞƉŽƌƚƐ
ϯ dŚĞĨŽůůŽǁŝŶŐĨĞĞƐǁŝůůďĞĐŚĂƌŐĞĚĨŽƌĐŽƉŝĞƐŽĨĂůůŝŶǀĞƐƚŝŐĂƚŝǀĞƌĞƉŽƌƚƐ ƉĞƌĨŽƌŵĞĚŽŶƚƌĂĨĨŝĐĐŽůůŝƐŝŽŶƐ

ĂͿEŽŶͲƌĞƐŝĚĞŶƚ Ψϱϱ
ďͿZĞƐŝĚĞŶƚ ΨϮϱ
ĐͿDŝƐĐĞůůĂŶĞŽƵƐWŽůŝĐĞZĞƉŽƌƚƐ;ZĞƐŝĚĞŶƚͿ ΨϮϱ
KƚŚĞƌ
ϰ ŝƚĂƚŝŽŶ^ŝŐŶͲŽĨĨ ΨϮϬ ƉĞƌƐŝŐŶͲŽĨĨ
ϱ ZĞƉŽZĞĐĞŝƉƚ;'ϰϭϲϭϮͿ Ψϭϱ ƉĞƌƌĞĐĞŝƉƚ ΀Ă΁
ϲ &ŝŶŐĞƌƉƌŝŶƚĂƌĚƐ
ĂͿŝƚǇ Ψϰϵ
ďͿĞƉĂƌƚŵĞŶƚŽĨ:ƵƐƚŝĐĞ ΨϯϮ ΀Ă΁
ĐͿ&/͕ŝĨĂƉƉůŝĐĂďůĞ Ψϭϳ ΀Ă΁
ϳ WĂƐƐƉŽƌƚ;ůĞĂƌĂŶĐĞ>ĞƚƚĞƌͿ Ψϰϳ
ϴ WŚŽƚŽŐƌĂƉŚƐ
ĂͿŝŐŝƚĂůƌĞƉƌŝŶƚƐŽƌĚŝŐŝƚĂůůǇƐĐĂŶŶĞĚƉŚŽƚŽƐ Ψϱϱ ďͿŝŐŝƚĂůĂƵĚŝŽĨŝůĞƌĞƉƌŽĚƵĐƚŝŽŶ Ψϱϱ
ĐͿsŝĚĞŽĨŝůĞƌĞƉƌŽĚƵĐƚŝŽŶ Ψϱϱ
ĚͿZĞƉƌŝŶƚƐŽĨϯϱŵŵƉŚŽƚŽƐ Ψϱϱ
ϵ sĞŚŝĐůĞ^ƚŽƌĂŐĞ;EŽĐŚĞĐŬƐĂĐĐĞƉƚĞĚͿ
ĂͿ^ŝŐŶĞĚǀĞŚŝĐůĞƐƚŽƌĂŐĞƌĞůĞĂƐĞĨŽƌŵ ΨϭϰϬ ƉĞƌĐŽƉǇ ďͿ^ŝŐŶĞĚǀĞŚŝĐůĞŝŵƉŽƵŶĚƌĞůĞĂƐĞĂŶĚĂĚŵŝŶŝƐƚƌĂƚŝǀĞŽǀĞƌŚĞĂĚĂƐƐŽĐŝĂƚĞĚ ǁŝƚŚĂϯϬĚĂǇŝŵƉŽƵŶĚ
ΨϮϰϬ ƉĞƌĐŽƉǇ
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
358
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
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ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ &ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
ϭϬ &ŝƌĞĂƌŵ^ƚŽƌĂŐĞ ΨϭϮϱ ĂŶŶƵĂů
ϭϭ ůŽŽĚŽůůĞĐƚŝŽŶŽƐƚZĞĐŽǀĞƌǇ ĐƚƵĂůŽƐƚ
ϭϮ ĂǇtŝƚŶĞƐƐ&ĞĞĞƉŽƐŝƚ;^ƵďƉŽĞŶĂ&ĞĞͿ
ĂͿWĞĂĐĞKĨĨŝĐĞƌ ΨϮϳϱ ΀Ă΁
ďͿŝƚǇ
ŵƉůŽǇĞĞƐ ΨϮϳϱ ΀Ă΁
ϭϯ
ǀŝĚĞŶĐĞŽůůĞĐƚŝŽŶŽƐƚZĞĐŽǀĞƌǇ ΨϯϬƉůƵƐĐƚƵĂůŽƐƚ ΀Ă΁ŵŽƵŶƚƐƐŚŽǁŶĂƌĞŝŶƚĞŶĚĞĚƚŽŵŝƌƌŽƌĨĞĞƐĂƵƚŚŽƌŝǌĞĚďǇŽƚŚĞƌĂŐĞŶĐŝĞƐ͘/ĨƚŚĞƌĞŝƐĂĚŝƐĐƌĞƉĂŶĐǇďĞƚǁĞĞŶĂŵŽƵŶƚƐƐŚŽǁŶŝŶƚŚŝƐƐĐŚĞĚƵůĞ ĂŶĚĂŵŽƵŶƚƐĂƵƚŚŽƌŝǌĞĚďǇŽƚŚĞƌĂŐĞŶĐŝĞƐ;Ğ͘Ő͕͘K:͕&/͕^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂͿ͕ĂŵŽƵŶƚƐĂƵƚŚŽƌŝǌĞĚďǇŽƵƚƐŝĚĞĂŐĞŶĐǇ;ƐͿƐŚĂůůƐƵƉĞƌƐĞĚĞĂŵŽƵŶƚ ƐŚŽǁŶŝŶƚŚŝƐƐĐŚĞĚƵůĞ͘
359
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ϭ ŽŐ>ŝĐĞŶƐĞ
ĂͿEŽŶͲ^ĞŶŝŽƌŝƚŝǌĞŶZĂƚĞ
ŝͿƵŶĂůƚĞƌĞĚ ΨϭϬϴ
ŝŝͿĂůƚĞƌĞĚ Ψϯϲ
ďͿ^ĞŶŝŽƌŝƚŝǌĞŶZĂƚĞ
ŝͿƵŶĂůƚĞƌĞĚ Ψϱϰ
ŝŝͿĂůƚĞƌĞĚ Ψϭϴ
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Ϯ >ŝĐĞŶƐĞĚŽŐƐ
ĂͿϭƐƚ/ŵƉŽƵŶĚ ΨϱϬ
ďͿϮŶĚ/ŵƉŽƵŶĚ Ψϳϱ
ĐͿϯƌĚ/ŵƉŽƵŶĚ ΨϭϬϬ
ĚͿ&ĞŵĂůĞŽŐ/Ŷ^ĞĂƐŽŶ ĚĚΨϮϱƚŽďĂƐĞĨĞĞ
ϯ hŶůŝĐĞŶƐĞĚŽŐƐ
ĂͿϭƐƚ/ŵƉŽƵŶĚ Ψϳϱ
ďͿϮŶĚ/ŵƉŽƵŶĚ ΨϭϬϬ
ĐͿϯƌĚ/ŵƉŽƵŶĚ ΨϭϮϱ
ĚͿ&ĞŵĂůĞŽŐ/Ŷ^ĞĂƐŽŶ ĚĚΨϮϱƚŽďĂƐĞĨĞĞ
ϰ ĂŶŐĞƌŽƵƐŶŝŵĂů
ĂͿϭƐƚ/ŵƉŽƵŶĚ ΨϭϬϬ
ďͿϮŶĚ/ŵƉŽƵŶĚ ΨϭϮϱ
ĐͿϯƌĚ/ŵƉŽƵŶĚ ΨϭϱϬ
ĚͿ&ĞŵĂůĞŽŐ/Ŷ^ĞĂƐŽŶ ĚĚΨϮϱƚŽďĂƐĞĨĞĞ
KZEZ
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ϱ ŽĂƌĚĂŶĚĂƌĞ ΨϮϬ ƉĞƌĚĂǇ ΀Ă΁
ϲ sĞƚĞƌŝŶĂƌǇ^ĞƌǀŝĐĞƐ
ĂͿZĂďŝĞƐsĂĐĐŝŶĂƚŝŽŶ ĐƚƵĂůŽƐƚ
ďͿZĞůĂƚŝǀĞsĂůƵĞƵŶŝƚ ĐƚƵĂůŽƐƚ
ĐͿKƚŚĞƌƉƌŽĐĞĚƵƌĞƐ;ǆͲƌĂǇ͕ůĂď͕ĞƚĐ͘Ϳ ĐƚƵĂůŽƐƚ
ĚͿDĞĚŝĐĂůŽƌƐƵƌŐŝĐĂůĐĂƌĞ ĐƚƵĂůŽƐƚ
ĞͿ
ƵƚŚĂŶĂƐŝĂ;ƌĞƋƵĞƐƚďǇŽǁŶĞƌͿ ĐƚƵĂůŽƐƚ
ϳ ŽŐWĂƌŬ
ĂͿEŽŶͲƌĞƐŝĚĞŶƚƵƐĞʹĂŶŶƵĂů
ŝͿƵŶĂůƚĞƌĞĚ ΨϱϬ
ŝŝͿĂůƚĞƌĞĚ ΨϮϱ
ďͿ&ŝŶĞĨŽƌsŝŽůĂƚŝŽŶŽĨŽŐWĂƌŬZƵůĞƐ ΨϱϬ
ϴ EŽŶͲĚŽŵĞƐƚŝĐŶŝŵĂůWĞƌŵŝƚ ΨϭϭϬ
΀Ă΁ŽĂƌĚĂŶĚĐĂƌĞĨĞĞƐƐŚĂůůĂůƐŽĂƉƉůǇĨŽƌĂŶǇĂŶŝŵĂůƐƋƵĂƌĂŶƚŝŶĞĚĂƚŝƚǇĨĂĐŝůŝƚŝĞƐŽƌĐŽŶƚƌĂĐƚĞĚŝƚǇĨĂĐŝůŝƚŝĞƐ;ŝ͘Ğ͕͘ŶŽŶͲŚŽŵĞƋƵĂƌĂŶƚŝŶĞƐͿ͘ ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
360
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
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ĞĂĐŚWĂƌŬŝŶŐ^ĞƌǀŝĐĞƐ;ƉĂǇĂŶĚĚŝƐƉůĂǇŽĨƉĂǇďǇƉůĂƚĞͿ ϭ ĞĂĐŚƉĂƌŬŝŶŐůŽƚƐĚĂŝůǇƌĂƚĞƐ
ĂͿƵƚŽŵŽďŝůĞƐͬŵŽƚŽƌĐǇĐůĞƐ;ƵŶĚĞƌϮϬĨƚ͘Ϳ ΨϮƉĞƌŚŽƵƌ͖ ΨϭϬŵĂǆŝŵƵŵƉĞƌĚĂǇ

ďͿZĂƚĞƐĨŽƌĂƵƚŽŵŽďŝůĞƐͬŵŽƚŽƌĐǇĐůĞƐƉĂƌŬŝŶŐĂĨƚĞƌϲ͗ϬϬƉ͘ŵ͘ Ψϰ Ϯ ŶŶƵĂůƉĂƌŬŝŶŐƉĂƐƐĞƐ͕ĨŽƌĚĂǇƵƐĞŽŶůǇ͕ĞŶƚŝƚůĞƐƚŚĞŚŽůĚĞƌƚŽĚĂŝůǇƉĂƌŬŝŶŐŝŶ ĂŶǇďĞĂĐŚůŽƚĂŶĚǀĂůŝĚϭϮŵŽŶƚŚƐĨƌŽŵĚĂƚĞŽĨƉƵƌĐŚĂƐĞ
ĂͿ^ĞĂůĞĂĐŚƌĞƐŝĚĞŶƚƐ Ψϭϭϳ
ďͿEŽŶͲƌĞƐŝĚĞŶƚƐ ΨϭϴϬ
ĐͿZĞƐŝĚĞŶƚƐĞŶŝŽƌĐŝƚŝǌĞŶǁŝƚŚĂŶŶƵĂůŐƌŽƐƐŝŶĐŽŵĞůĞƐƐƚŚĂŶΨϯϱ͕ϬϬϬ ĂŶŶƵĂůďĞĂĐŚƉĂƐƐ
ΨϳϬ
ĚͿEŽŶͲƌĞƐŝĚĞŶƚƐĞŶŝŽƌĐŝƚŝǌĞŶǁŝƚŚĂŶŶƵĂůŐƌŽƐƐŝŶĐŽŵĞůĞƐƐƚŚĂŶΨϯϱ͕ϬϬϬ ĂŶŶƵĂůďĞĂĐŚƉĂƐƐ
ΨϭϬϴ
ϯ ŝƐĂďůĞĚƉĂƌŬŝŶŐ ƐĞĞŶŽƚĞ΀Ă΁ ΀Ă΁
DŝƐĐĞůůĂŶĞŽƵƐZĂƚĞ/ŶĨŽƌŵĂƚŝŽŶ
ϰ DŝƐĐĞůůĂŶĞŽƵƐZĂƚĞ/ŶĨŽƌŵĂƚŝŽŶ
ĂͿdŚĞŝƚǇDĂŶĂŐĞƌŝƐĂƵƚŚŽƌŝǌĞĚƚŽĐŚĂƌŐĞĂŵŽƵŶƚƐůĞƐƐƚŚĂŶƚŚĞƌĂƚĞƐ ƐƉĞĐŝĨŝĞĚ͕ĨŽƌĐĞƌƚĂŝŶĚĂǇƐŽƌĐĞƌƚĂŝŶƚŝŵĞƐŽĨĚĂǇ͕ŝĨŚĞŽƌƐŚĞĚĞƚĞƌŵŝŶĞƐ ƚŚĂƚĂůŽǁĞƌƌĂƚĞŝƐĂƉƉƌŽƉƌŝĂƚĞ͘

ďͿĞĂĐŚƌĂƚĞƐŵĂǇĨůƵĐƚƵĂƚĞƐĞĂƐŽŶĂůůǇĂŶĚŵĂǇǀĂƌǇǁŝƚŚƚŝŵĞƐŽĨƚŚĞ ĚĂǇ͘/ŶŶŽĞǀĞŶƚƐŚĂůůƚŚĞƌĂƚĞƐĞǆĐĞĞĚΨϯϲƉĞƌǀĞŚŝĐůĞƉĞƌƐƉĂĐĞ͘ Ψϯϲ ƉĞƌƐƉĂĐĞ
ĐͿhƐĞĂŶĚĨĞĞƐĨŽƌďĞĂĐŚƉĂƌŬŝŶŐĨŽƌƐƉĞĐŝĂůĞǀĞŶƚƐĂƌĞƐƵďũĞĐƚƚŽ ĂƌƌĂŶŐĞŵĞŶƚƐƚŚƌŽƵŐŚŽŵŵƵŶŝƚǇ^ĞƌǀŝĐĞƐ͘

ĚͿ
ůĞĐƚƌŝĐsĞŚŝĐůĞĐŚĂƌŐŝŶŐƐƚĂƚŝŽŶ Ψϯ͘ϰϰ ƉĞƌŚŽƵƌ
ϱ DĞƚĞƌĞĚŝƚǇDƵŶŝĐŝƉĂů>ŽƚƐ;ƉĂǇĂŶĚĚŝƐƉůĂǇŽƌƉĂǇďǇƉůĂƚĞͿ Ψϭ ƉĞƌŚŽƵƌ WĂƌŬŝŶŐWĞƌŵŝƚƐ ΀ď΁
ϲ dŚĞĨŽůůŽǁŝŶŐƌĂƚĞƐĂƌĞĐŚĂƌŐĞĚĨŽƌĂŶŶƵĂůƉĂƌŬŝŶŐƉĞƌŵŝƚƐ ĂͿZĞƐŝĚĞŶƚ ΨϮϬ
ďͿ'ƵĞƐƚ;ůŝŵŝƚϮƉĞƌƌĞƐŝĚĞŶĐĞͿ ΨϯϬ
ĐͿƵƐŝŶĞƐƐ;DĞƌĐŚĂŶƚͿ ΨϱϬ
ĚͿŽŶƚƌĂĐƚŽƌ ΨϲϬ
ĞͿKŝůWůĂƚĨŽƌŵtŽƌŬĞƌͬ^ƵďͲŽŶƚƌĂĐƚŽƌ;KǀĞƌŶŝŐŚƚWĂƌŬŝŶŐͿ ΨϯϬϬ ƉĞƌŵŽŶƚŚ ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
΀Ă΁ĂŶǇĚŝƐĂďůĞĚƉĞƌƐŽŶĚŝƐƉůĂǇŝŶŐƐƉĞĐŝĂůŝĚĞŶƚŝĨŝĐĂƚŝŽŶůŝĐĞŶƐĞƉůĂƚĞƐŝƐƐƵĞĚƵŶĚĞƌĂůŝĨŽƌŶŝĂsĞŚŝĐůĞŽĚĞ^ĞĐƚŝŽŶϱϬϬϳŽƌĂĚŝƐƚŝŶŐƵŝƐŚŝŶŐ ƉůĂĐĂƌĚŝƐƐƵĞĚƵŶĚĞƌĂůŝĨŽƌŶŝĂsĞŚŝĐůĞŽĚĞ^ĞĐƚŝŽŶϮϮϱϭϭ͘ϱϱŽƌϮϮϱϭϭ͘ϱϵƐŚĂůůďĞĂůůŽǁĞĚƚŽƉĂƌŬŝŶƚŚĞϭƐƚ͕ϴƚŚ͕ĂŶĚϭϬƚŚ^ƚƌĞĞƚŽĐĞĂŶͲĨƌŽŶƚ DƵŶŝĐŝƉĂůWĂƌŬŝŶŐ>ŽƚƐǁŝƚŚŽƵƚďĞŝŶŐƌĞƋƵŝƌĞĚƚŽƉĂǇƉĂƌŬŝŶŐĨĞĞƐ͘dŚĞǀĞŚŝĐůĞƐŵƵƐƚďĞƉĂƌŬĞĚŝŶƚŚĞŵĂƌŬĞĚ,ĂŶĚŝĐĂƉƉĞĚWĂƌŬŝŶŐƐƚĂůůƐ;ƵŶůĞƐƐ ĂůůƐƚĂůůƐĂƌĞĨƵůůĂƚƚŚĞƚŝŵĞŽĨĞŶƚƌǇŝŶƚŽƚŚĞůŽƚͿ͘dŚĞĚŝƐĂďůĞĚƉĂƌŬŝŶŐĞǆĞŵƉƚŝŽŶŝƐŽŶůǇĨŽƌǀĞŚŝĐůĞƐƵŶĚĞƌϮϬĨƚ͘ŝŶůĞŶŐƚŚĂŶĚĚŽĞƐŶŽƚĐŽǀĞƌ ƚƌĂŝůĞƌƐ͕ĐĂŵƉĞƌƐ͕ĂŶĚͬŽƌĨŝĨƚŚǁŚĞĞůĞƌƐĂƚƚĂĐŚĞĚƚŽƚŚĞǀĞŚŝĐůĞ͘/ĨŵŽƌĞƚŚĂŶŽŶĞ;ϭͿƉĂƌŬŝŶŐƐƉĂĐĞŝƐƵƐĞĚƚŚĞƌĞŐƵůĂƌĚĂŝůǇďĞĂĐŚƵƐĞƌĐŚĂƌŐĞ ŵƵƐƚďĞƉĂŝĚĨŽƌƚŚĞϮŶĚƐƉĂĐĞƵƐĞĚ͘
΀ď΁ZĞƐŝĚĞŶƚWĞƌŵŝƚƐĂƌĞŝƐƐƵĞĚĞĂĐŚǇĞĂƌ;EŽǀĞŵďĞƌϭƐƚƚŚƌŽƵŐŚKĐƚŽďĞƌϯϭƐƚͿĂŶĚĂƌĞŶŽƚƉƌŽƌĂƚĞĚ͘DĞƌĐŚĂŶƚWĞƌŵŝƚƐĂƌĞŝƐƐƵĞĚĞĂĐŚĨŝƐĐĂů ǇĞĂƌ;:ƵůǇϭƐƚƚŽ:ƵŶĞϯϬƚŚͿĂŶĚŶŽƚƉƌŽƌĂƚĞĚ͘
361
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
WZ</E's/K>d/KE^
η ŽĚĞ ĞƐĐƌŝƉƚŝŽŶ &ŝŶĞ EŽƚĞ
ϭ ϴ͘ϭϱ͘ϭϬϬ^D ^ƵƌĨƐŝĚĞͲ&ŝƌĞ,ǇĚƌĂŶƚ Ψϱϰ
Ϯ ϴ͘ϭϱ͘ϬϴϬ^D WĂƌŬŝŶŐŝŶůůĞǇ Ψϱϰ
ϯ ϴ͘ϭϱ͘ϭϬϱ^D
ǆƉŝƌĞĚDĞƚĞƌ Ψϱϰ
ϰ ϴ͘ϭϱ͘ϬϭϬ^D WĂƌŬǁĂǇsŝŽůĂƚŝŽŶ Ψϱϰ
ϱ ϴ͘ϭϱ͘ϬϭϬ^D ZĞĚƵƌďͬ^ŝŐŶsŝŽůĂƚŝŽŶ Ψϱϰ
ϲ ϴ͘ϭϱ͘ϬϭϬ^D dƌĂĨĨŝĐ,ĂǌĂƌĚ Ψϱϰ
ϳ ϴ͘ϭϱ͘ϬϭϬ^D dƌĂĨĨŝĐ,ĂǌĂƌĚWƌŝǀĂƚĞͬWƵďůŝĐWƌŽƉĞƌƚǇ Ψϱϰ ϴ ϴ͘ϭϱ͘ϬϭϬ^D ůŽĐŬŝŶŐ
ŶƚƌĂŶĐĞƚŽ'ĂƌĂŐĞ Ψϱϰ
ϵ ϴ͘ϭϱ͘ϬϭϬ^D ^ƚƌĞĞƚ^ǁĞĞƉŝŶŐ Ψϱϰ
ϭϬ ϴ͘ϭϱ͘ϬϭϬ;ĚͿ^D WĂƌŬĞĚKǀĞƌtŚŝƚĞ>ŝŶĞͲ^ƵƌĨƐŝĚĞ Ψϱϰ ϭϭ ϴ͘ϭϱ͘ϬϮϬ^D &ĂŝůƵƌĞƚŽWĂƌŬŝŶDĂƌŬĞĚ^ƚĂůů Ψϱϰ
ϭϮ ϴ͘ϭϱ͘ϬϮϱ^D ϳϮ,ŽƵƌWĂƌŬŝŶŐsŝŽůĂƚŝŽŶ Ψϱϰ
ϭϯ ϴ͘ϭϱ͘ϬϯϬ^D ZĞƉĂŝƌŝŶŐsĞŚŝĐůĞŽŶ^ƚƌĞĞƚ Ψϱϰ
ϭϰ ϴ͘ϭϱ͘ϭϬϱ^D WĂƌŬŝŶŐͬƌŝǀŝŶŐŽŶWƌŝǀĂƚĞWƌŽƉĞƌƚǇ Ψϱϰ ϭϱ ϴ͘ϭϱ͘ϬϱϬ^D WĂƌŬŝŶŐŝŶsŝŽůĂƚŝŽŶŽĨ^ƉĞĐŝĂů
ǀĞŶƚ^ŝŐŶƐ Ψϱϰ
ϭϲ ϴ͘ϭϱ͘Ϭϱϱ^D 'ƌĞĞŶƵƌď Ψϱϰ
ϭϳ ϴ͘ϭϱ͘Ϭϱϱ^D KŶĞ,ŽƵƌWĂƌŬŝŶŐsŝŽůĂƚŝŽŶ Ψϱϰ
ϭϴ ϴ͘ϭϱ͘Ϭϱϱ^D dǁŽ,ŽƵƌWĂƌŬŝŶŐsŝŽůĂƚŝŽŶ Ψϱϰ
ϭϵ ϴ͘ϭϱ͘ϭϭϱ^D ŝĂŐŽŶĂůWĂƌŬŝŶŐͬEŽƚŝŶ>ŝŶĞƐ Ψϱϰ
ϮϬ ϴ͘ϭϱ͘ϭϭϱ^D ŝĂŐŽŶĂůWĂƌŬŝŶŐͬϲΗĨƌŽŵƵƌď Ψϱϰ
Ϯϭ ϴ͘ϭϱ͘Ϭϲϱ^D WĂƌŬŝŶŐŽŶŝƚǇWƌŽƉĞƌƚǇ Ψϱϰ
ϮϮ ϴ͘ϭϱ͘Ϭϲϱ^D ŝƚǇWƌŽƉĞƌƚǇͬ>ŽĂĚŝŶŐͬhŶůŽĂĚŝŶŐŽŶĞ Ψϱϰ Ϯϯ ϴ͘ϭϱ͘Ϭϲϱ^D ŝƚǇWƌŽƉĞƌƚǇͬWĞƌŵŝƚZĞƋƵŝƌĞĚͲZŝǀŝĞƌĂ Ψϱϰ Ϯϰ ϴ͘ϭϱ͘ϭϬϱ^D
ǆĐĞƐƐŝǀĞsĞŚŝĐůĞ>ĞŶŐƚŚ Ψϱϰ
Ϯϱ ϴ͘ϭϱ͘Ϭϴϱ^D WĂƌŬŝŶŐĂŶKǀĞƌƐŝǌĞsĞŚŝĐůĞ Ψϱϰ
Ϯϲ ϴ͘ϭϱ͘Ϭϴϱ^D WĂƌŬŝŶŐĂŶhŶĂƚƚĂĐŚĞĚdƌĂŝůĞƌ Ψϱϰ
Ϯϳ ϴ͘ϭϱ͘ϬϵϬ^D /ůůĞŐĂůŽŵŵĞƌĐŝĂůsĞŚŝĐůĞWĂƌŬŝŶŐ Ψϴϱ Ϯϴ ϴ͘ϮϬ͘ϬϭϬ;ďͲĐͿ^D WĂƌŬŝŶŐtŝƚŚŽƵƚWĂǇŝŶŐ;ĞĂĐŚ>ŽƚƐͿ Ψϱϰ Ϯϵ Ϯϭϭϭϯ;ĂͿs KŶ^ĐŚŽŽů'ƌŽƵŶĚƐ͕KďĞǇ^ŝŐŶƐ Ψϱϰ
ϯϬ ϮϭϮϭϭ;ĂͿs WĂƌŬŝŶŐŝŶĂŝŬĞ>ĂŶĞ Ψϱϰ
ϯϭ ϮϮϱϬϬ͘ϭs WĂƌŬŝŶŐŝŶĂ&ŝƌĞ>ĂŶĞ Ψϱϰ
ϯϮ ϮϮϱϬϬ;ĂͿs WĂƌŬŝŶŐŝŶĂŶ/ŶƚĞƌƐĞĐƚŝŽŶ Ψϱϰ
ϯϯ ϮϮϱϬϬ;ďͿs WĂƌŬŝŶŐŝŶĂƌŽƐƐǁĂůŬ Ψϱϰ
ϯϰ ϮϮϱϬϬ;ĞͿs WĂƌŬŝŶŐĐƌŽƐƐĂƌŝǀĞǁĂǇ Ψϱϰ
ϯϱ ϮϮϱϬϬ;ĨͿs WĂƌŬŝŶŐŽŶĂ^ŝĚĞǁĂůŬ Ψϱϰ
ϯϲ ϮϮϱϬϬ;ŚͿs ŽƵďůĞWĂƌŬŝŶŐ Ψϱϰ
362
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
WZ</E's/K>d/KE^
η ŽĚĞ ĞƐĐƌŝƉƚŝŽŶ &ŝŶĞ EŽƚĞ
ϯϳ ϮϮϱϬϬ;ŝͿs WĂƌŬŝŶŐŝŶĂƵƐ^ƚŽƉ Ψϯϰϵ
ϯϴ ϮϮϱϬϬ;ŬͿs WĂƌŬŝŶŐŽŶĂƌŝĚŐĞ Ψϱϰ
ϯϵ ϮϮϱϬϮ;ĂͿs WĂƌŬŝŶŐDŽƌĞƚŚĂŶϭϴΗĨƌŽŵƵƌď Ψϱϰ
ϰϬ ϮϮϱϬϱ;ďͿs /ůůĞŐĂůWĂƌŬŝŶŐŽŶ^ƚĂƚĞ,ŝŐŚǁĂǇ Ψϱϰ ϰϭ ϮϮϱϬϳ͘ϴ;ĂͿs ,ĂŶĚŝĐĂƉWĂƌŬŝŶŐsŝŽůĂƚŝŽŶ Ψϯϰϵ
ϰϮ ϮϮϱϬϳ͘ϴ;ĐͿs KďƐƚƌƵĐƚŝŶŐŝƐĂďůĞĚWĂƌŬŝŶŐ^ƉŽƚ Ψϯϰϵ ϰϯ ϮϮϱϭϰs &ŝƌĞ,ǇĚƌĂŶƚsŝŽůĂƚŝŽŶ Ψϴϱ
ϰϰ ϮϮϱϭϱ;ĂͿs >ĞĂǀŝŶŐsĞŚŝĐůĞǁŝƚŚ
ŶŐŝŶĞZƵŶŶŝŶŐ Ψϱϰ
ϰϱ ϮϮϱϮϮs /ůůĞŐĂůWĂƌŬŝŶŐĂƚĐĐĞƐƐZĂŵƉ Ψϯϰϵ
ϰϲ ϮϮϱϮϯs ďĂŶĚŽŶĞĚsĞŚŝĐůĞ ΨϭϮϵ
ϰϳ Ϯϳϭϱϱs EŽ'ĂƐĂƉ Ψϱϰ Ύ
ϰϴ ϰϬϬϬ;ĂͿs
ǆƉŝƌĞĚZĞŐŝƐƚƌĂƚŝŽŶ Ψϴϱ Ύ
ϰϵ ϰϰϲϮ;ďͿs ŝƐƉůĂǇ&ĂůƐĞZĞŐŝƐƚƌĂƚŝŽŶ ΨϭϮϵ
ϱϬ ϰϰϲϰs ůƚĞƌĞĚWůĂƚĞ Ψϴϱ
ϱϭ ϱϮϬϬs DŝƐƐŝŶŐWůĂƚĞ Ψϱϰ Ύ
ϱϮ ϱϮϬϭ;ĞͿs WůĂƚĞKďƐƚƌƵĐƚĞĚ Ψϱϰ Ύ
ϱϯ ϱϮϬϰ;ĂͿs DŝƐƐŝŶŐZĞŐŝƐƚƌĂƚŝŽŶdĂď Ψϱϰ Ύ
ϱϰ ϮϲϳϬϴ;ĂͿs KďƐƚƌƵĐƚĞĚsŝĞǁƚŚƌƵtŝŶĚƐŚŝĞůĚ Ψϱϰ
ϱϱ ϮϲϳϭϬs ĞĨĞĐƚŝǀĞtŝŶĚƐŚŝĞůĚ Ψϰϰ Ύ
ϱϲ Ϯϳϰϲϱ;ďͿs hŶƐĂĨĞdŝƌĞƐ Ψϰϰ Ύ
ϱϳ >ĂƚĞWĂǇŵĞŶƚWĞŶĂůƚǇ ΨϮϴ
ϱϴ ŽƵƌƚ&ĞĞƐWĞƌŝƚĂƚŝŽŶ ΨϭϮ ΀Ă΁
ϱϵ WĂƌŬŝŶŐsŝŽůĂƚŝŽŶŽƌƌĞĐƚĞĚŝƚĂƚŝŽŶ
ĂͿ,ĂŶĚŝĐĂƉŽƌƌĞĐƚĞĚsŝŽůĂƚŝŽŶ;sϰϬϮϮϲͿ ΨϮϱ ΀Ă΁
ďͿůůKƚŚĞƌƐ ΨϭϬ ΀ď΁
ΎZĞĚƵĐĞĚƚŽΨϭϬǁŝƚŚƉƌŽŽĨŽĨĐŽƌƌĞĐƚŝŽŶϮϭĚĂǇƐ͘
΀ď΁WĞƌĞƋƵŝƉŵĞŶƚǀŝŽůĂƚŝŽŶ͘
΀Ă΁ŵŽƵŶƚƐƐŚŽǁŶĂƌĞŝŶƚĞŶĚĞĚƚŽŵŝƌƌŽƌĨĞĞƐĂƵƚŚŽƌŝǌĞĚďǇŽƚŚĞƌĂŐĞŶĐŝĞƐ͕ĂŶĚͬŽƌĂůŝĨŽƌŶŝĂsĞŚŝĐůĞŽĚĞ͘/ĨƚŚĞƌĞŝƐĂĚŝƐĐƌĞƉĂŶĐǇďĞƚǁĞĞŶ ĂŵŽƵŶƚƐƐŚŽǁŶŝŶƚŚŝƐƐĐŚĞĚƵůĞĂŶĚĂŵŽƵŶƚƐĂƵƚŚŽƌŝǌĞĚďǇŽƵƌƚ͕Žƌ^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂ͕ĂŵŽƵŶƚƐĂƵƚŚŽƌŝǌĞĚďǇŽƵƚƐŝĚĞĂŐĞŶĐǇ;ƐͿƐŚĂůů ƐƵƉĞƌƐĞĚĞĂŵŽƵŶƚƐŚŽǁŶŝŶƚŚŝƐƐĐŚĞĚƵůĞ͘
363
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
Z
Z
d/KE&

^
&ĞĞͬŚĂƌŐĞ hŶŝƚ EŽƚĞ
͘ŽŵŵƵŶŝƚǇĞŶƚĞƌ&ĂĐŝůŝƚŝĞƐ
ϭ EŽŶͲWƌŽĨŝƚͬZĞƐŝĚĞŶƚDĞĞƚŝŶŐƐŽĨŝǀŝĐŽƌ^ĞƌǀŝĐĞ
ĂͿhƉƚŽdǁŽDĞĞƚŝŶŐƐWĞƌDŽŶƚŚ Ψϭϲϭ ĂŶŶƵĂůĨĞĞ
ďͿ
ĂĐŚĚĚŝƚŝŽŶĂůDĞĞƚŝŶŐ Ψϭϰ ƉĞƌŚŽƵƌ
Ϯ ZĞƐŝĚĞŶƚĐƚŝǀŝƚŝĞƐ
ĂͿ>ĂƌŐĞZŽŽŵ Ψϯϳ ƉĞƌŚŽƵƌ
ďͿ^ŵĂůůZŽŽŵ ΨϮϳ ƉĞƌŚŽƵƌ
ĐͿůĞĂŶŝŶŐ ΨϭϬϬͲΨϯϬϬ ďĂƐĞĚŽŶƵƐĂŐĞ
ĚͿ^ƚĂĨĨ ΨϯϬ ƉĞƌŚŽƵƌ͕ƉĞƌƐƚĂĨĨƉĞƌƐŽŶ
ĞͿ^ĞĐƵƌŝƚǇĞƉŽƐŝƚ ΨϮϱϬŽƌΨϱϬϬ ΀Ă΁
ϯ EŽŶͲZĞƐŝĚĞŶƚĐƚŝǀŝƚŝĞƐ
ĂͿ>ĂƌŐĞZŽŽŵ Ψϱϵ ƉĞƌŚŽƵƌ
ďͿ^ŵĂůůZŽŽŵ Ψϰϯ ƉĞƌŚŽƵƌ
ĐͿůĞĂŶŝŶŐ ΨϭϬϬͲΨϯϬϬ ďĂƐĞĚŽŶƵƐĂŐĞ
ĚͿ^ƚĂĨĨ ΨϯϬ ƉĞƌŚŽƵƌ͕ƉĞƌƐƚĂĨĨƉĞƌƐŽŶ
ĞͿ^ĞĐƵƌŝƚǇĞƉŽƐŝƚ ΨϮϱϬŽƌΨϱϬϬ ΀Ă΁
ϰ ŽŵŵĞƌĐŝĂůŽƌWƌŽĨŝƚDĂŬŝŶŐĐƚŝǀŝƚŝĞƐ
ĂͿ>ĂƌŐĞZŽŽŵ Ψϭϭϳ ƉĞƌŚŽƵƌ
ďͿ^ŵĂůůZŽŽŵ Ψϱϵ ƉĞƌŚŽƵƌ
ĐͿůĞĂŶŝŶŐ ΨϭϬϬͲΨϯϬϬ ďĂƐĞĚŽŶƵƐĂŐĞ
ĚͿ^ƚĂĨĨ ΨϮϬͲΨϰϬ ƉĞƌŚŽƵƌ͕ƉĞƌƐƚĂĨĨƉĞƌƐŽŶ
ĞͿ^ĞĐƵƌŝƚǇĞƉŽƐŝƚ ΨϮϱϬŽƌΨϱϬϬ ΀Ă΁
ϱ >ŝĂďŝůŝƚǇͬ^ƉĞĐŝĂů
ǀĞŶƚ/ŶƐƵƌĂŶĐĞ WƌŽŽĨŽĨĞƌƚŝĨŝĐĂƚĞŽĨ/ŶƐƵƌĂŶĐĞ
ǁŝƚŚŝƚǇĂƐĚĚŝƚŝŽŶĂů/ŶƐƵƌĞĚ
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
ZĞƐŝĚĞŶƚŐƌŽƵƉƐƐŚĂůůďĞƚŚŽƐĞŐƌŽƵƉƐǁŝƚŚĂƚůĞĂƐƚϲϬйŽĨƚŚĞŝƌĂĐƚŝǀĞŵĞŵďĞƌƐŚŝƉƌĞƐŝĚŝŶŐǁŝƚŚŝŶƚŚĞŝƚǇŽĨ^ĞĂůĞĂĐŚ͘ ZĞƐŝĚĞŶƚŐƌŽƵƉƐŚĂǀĞƉƌĞĨĞƌĞŶĐĞŽǀĞƌŶŽŶͲƌĞƐŝĚĞŶƚŐƌŽƵƉƐ͘zŽƵƚŚƌĞƐŝĚĞŶƚŐƌŽƵƉƐƐŚĂůůďĞƚŚŽƐĞŐƌŽƵƉƐǁŝƚŚĂƚůĞĂƐƚϲϬйŽĨ ƚŚĞŝƌĂĐƚŝǀĞŵĞŵďĞƌƐŚŝƉƌĞƐŝĚŝŶŐǁŝƚŚŝŶƚŚĞŝƚǇŽĨ^ĞĂůĞĂĐŚŽƌŚĂǀŝŶŐƐƚƵĚĞŶƚƐĂƚƚĞŶĚŝŶŐĂƐĐŚŽŽůǁŝƚŚŝŶƚŚĞ>ŽƐůĂŵŝƚŽƐ hŶŝĨŝĞĚ^ĐŚŽŽůŝƐƚƌŝĐƚ͘zŽƵƚŚŐƌŽƵƉƐĂƌĞĂůƐŽĚĞĨŝŶĞĚĂƐďĞŝŶŐŐƌŽƵƉƐǁŝƚŚĂůůƉĞƌƐŽŶƐďĞŝŶŐĂŐĞϭϴǇĞĂƌƐĂŶĚƵŶĚĞƌ͘dŚĞ ĨŽůůŽǁŝŶŐŐƌŽƵƉĐĂƚĞŐŽƌŝĞƐĂƌĞůŝƐƚĞĚŝŶŽƌĚĞƌŽĨƉƌŝŽƌŝƚǇƵƐĞ͘ 364
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
Z
Z
d/KE&

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ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ &ĞĞͬŚĂƌŐĞ hŶŝƚ EŽƚĞ
͘^ĞŶŝŽƌĞŶƚĞƌĂŶĚ&ŝƌĞ^ƚĂƚŝŽŶϰϴŽŵŵƵŶŝƚǇZŽŽŵ
ϭ ZĞĐƌĞĂƚŝŽŶ^ƉŽŶƐŽƌĞĚŽƌŽͲ^ƉŽŶƐŽƌĞĚĐƚŝǀŝƚǇͬDĞĞƚŝŶŐ EŽŚĂƌŐĞ Ϯ ZĞƐŝĚĞŶƚEŽŶͲ&ƵŶĚZĂŝƐŝŶŐĐƚŝǀŝƚŝĞƐŽĨŝǀŝĐŽƌ^ĞƌǀŝĐĞ KƌŐĂŶŝǌĂƚŝŽŶƐ
Ψϭϲϭ ĂŶŶƵĂůĨĞĞ
ϯ ZĞƐŝĚĞŶƚ&ƵŶĚZĂŝƐŝŶŐĐƚŝǀŝƚŝĞƐŽĨŝǀŝĐŽƌ^ĞƌǀŝĐĞ ĂͿZĞŶƚĂůZĂƚĞ Ψϯϳ ƉĞƌŚŽƵƌ
ďͿůĞĂŶŝŶŐŚĂƌŐĞ ΨϭϬϬͲΨϯϬϬ ďĂƐĞĚŽŶƵƐĂŐĞ
ϰ EŽŶͲZĞƐŝĚĞŶƚEŽŶͲ&ƵŶĚZĂŝƐŝŶŐĐƚŝǀŝƚŝĞƐŽĨŝǀŝĐŽƌ ĂͿZĞŶƚĂůZĂƚĞ Ψϱϭ ƉĞƌŚŽƵƌ
ďͿůĞĂŶŝŶŐŚĂƌŐĞ ΨϭϬϬͲΨϯϬϬ ďĂƐĞĚŽŶƵƐĂŐĞ
ϱ EŽŶͲZĞƐŝĚĞŶƚ&ƵŶĚZĂŝƐŝŶŐĐƚŝǀŝƚŝĞƐŽĨŝǀŝĐŽƌ^ĞƌǀŝĐĞ ĂͿZĞŶƚĂůZĂƚĞ Ψϱϵ ƉĞƌŚŽƵƌ
ďͿůĞĂŶŝŶŐŚĂƌŐĞ ΨϭϬϬͲΨϯϬϬ ďĂƐĞĚŽŶƵƐĂŐĞ
ϲ ĚĚŝƚŝŽŶĂů&ĞĞƐ
ĂͿ<ĞǇĞƉŽƐŝƚ ΨϭϬϬ
ďͿůĐŽŚŽůŝĐĞǀĞƌĂŐĞƐ^ĞƌǀĞĚĂƚEŽŶͲŝƚǇ&ƵŶĐƚŝŽŶƐ Ψϯϱ ĚĚŝƚŝŽŶĂů ĐͿ>ŝĂďŝůŝƚǇͬ^ƉĞĐŝĂů
ǀĞŶƚ/ŶƐƵƌĂŶĐĞ WƌŽŽĨŽĨĞƌƚŝĨŝĐĂƚĞŽĨ/ŶƐƵƌĂŶĐĞ
ǁŝƚŚŝƚǇĂƐĚĚŝƚŝŽŶĂů/ŶƐƵƌĞĚ
dŽƋƵĂůŝĨǇĨŽƌƵƐĞŽĨƚŚĞ^ĞŶŝŽƌĞŶƚĞƌĨĂĐŝůŝƚǇŽŶĂƌĞŐƵůĂƌƌĞƐĞƌǀĂƚŝŽŶďĂƐŝƐ͕ĂŐƌŽƵƉŵƵƐƚŚĂǀĞƚŚĞŵĂũŽƌŝƚǇŽĨƉĂƌƚŝĐŝƉĂŶƚƐďĞ ƌĞƐŝĚĞŶƚƐ͘ZĞƐŝĚĞŶƚŐƌŽƵƉƐƐŚĂůůďĞƚŚŽƐĞŐƌŽƵƉƐǁŝƚŚĂƚůĞĂƐƚϲϬйŽĨƚŚĞŝƌĂĐƚŝǀĞŵĞŵďĞƌƐŚŝƉƌĞƐŝĚŝŶŐǁŝƚŚŝŶƚŚĞŝƚǇŽĨ^ĞĂů ĞĂĐŚ͘ZĞƐŝĚĞŶƚŐƌŽƵƉƐŚĂǀĞƉƌĞĨĞƌĞŶĐĞŽǀĞƌŶŽŶͲƌĞƐŝĚĞŶƚŐƌŽƵƉƐ͘ŶǇƌĞƋƵĞƐƚƐĨŽƌǁĂŝǀĞƌŽĨĨĞĞƐďǇĂŐƌŽƵƉǁŝůůƌĞƋƵŝƌĞŝƚǇ ŽƵŶĐŝůĂƉƉƌŽǀĂů͘dŚĞĨŽůůŽǁŝŶŐŐƌŽƵƉĐĂƚĞŐŽƌŝĞƐĂƌĞůŝƐƚĞĚŝŶŽƌĚĞƌŽĨƉƌŝŽƌŝƚǇƵƐĞ͘ 365
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
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Z
d/KE&

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ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ &ĞĞͬŚĂƌŐĞ hŶŝƚ EŽƚĞ
͘ZĞĐƌĞĂƚŝŽŶWƌŽŐƌĂŵ ^ĞĞEŽƚĞ ΀ď΁
dŚĞŝƚǇŽĨ^ĞĂůĞĂĐŚƐŚĂůůĞƐƚĂďůŝƐŚĨĞĞƐĨŽƌƚŚĞǀĂƌŝŽƵƐƌĞĐƌĞĂƚŝŽŶƉƌŽŐƌĂŵƐ͘dŚĞƐĞĨĞĞƐƐŚĂůůďĞďĂƐĞĚŽŶƚŚĞƚǇƉĞŽĨƉƌŽŐƌĂŵ͖ ŶƵŵďĞƌŽĨƉĂƌƚŝĐŝƉĂŶƚƐĂŶĚŝŶƐƚƌƵĐƚŽƌƐ͕ŽĨĨŝĐŝĂůƐ͕ĞƚĐ͘ƌĞƋƵŝƌĞĚŝŶƚŚĞƉƌŽŐƌĂŵ͖ĂŶĚƐŚĂůůďĞďĂƐĞĚŽŶĨƵůůĐŽƐƚƌĞĐŽǀĞƌǇǁŚĞƌĞ ĨĞĂƐŝďůĞ͕ŝŶĐůƵĚŝŶŐĂĚŵŝŶŝƐƚƌĂƚŝǀĞĐŽƐƚƐ͘
366
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
Z
Z
d/KE&

^
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ &ĞĞͬŚĂƌŐĞ hŶŝƚ EŽƚĞ
͘ZĞƐĞƌǀĞĚhƐĞŽĨDƵŶŝĐŝƉĂůƚŚůĞƚŝĐ&ĂĐŝůŝƚŝĞƐ
ϭ ůůŽŵŵƵŶŝƚǇWĂƌŬƐ͕EŽhƐĞŽĨ>ŝŐŚƚƐ
ĂͿzŽƵƚŚZĞƐŝĚĞŶƚ'ƌŽƵƉƐǁŝƚŚEŽŶͲWƌŽĨŝƚ^ƚĂƚƵƐ Ψϭϳ ƉĞƌŚŽƵƌ ďͿzŽƵƚŚEŽŶͲZĞƐŝĚĞŶƚ'ƌŽƵƉƐ ΨϮϳ ƉĞƌŚŽƵƌ
ĐͿĚƵůƚZĞƐŝĚĞŶƚ'ƌŽƵƉƐ Ψϯϳ ƉĞƌŚŽƵƌ
ĚͿĚƵůƚEŽŶͲZĞƐŝĚĞŶƚ'ƌŽƵƉƐ Ψϰϳ ƉĞƌŚŽƵƌ
ĞͿƵƐŝŶĞƐƐhƐĞ Ψϵϰ ƉĞƌŚŽƵƌ
Ϯ ůůŽŵŵƵŶŝƚǇWĂƌŬƐ͕/ŶĐůƵĚŝŶŐhƐĞŽĨ>ŝŐŚƚƐ
ĂͿzŽƵƚŚZĞƐŝĚĞŶƚ'ƌŽƵƉƐǁŝƚŚEŽŶͲWƌŽĨŝƚ^ƚĂƚƵƐ Ψϯϳ ƉĞƌŚŽƵƌ ďͿzŽƵƚŚEŽŶͲZĞƐŝĚĞŶƚ'ƌŽƵƉƐ Ψϰϳ ƉĞƌŚŽƵƌ
ĐͿĚƵůƚZĞƐŝĚĞŶƚ'ƌŽƵƉƐ Ψϱϳ ƉĞƌŚŽƵƌ
ĚͿĚƵůƚEŽŶͲZĞƐŝĚĞŶƚ'ƌŽƵƉƐ Ψϲϳ ƉĞƌŚŽƵƌ
ĞͿƵƐŝŶĞƐƐhƐĞ ΨϭϮϰ ƉĞƌŚŽƵƌ
ϯ DĂŝŶƚĞŶĂŶĐĞŽĨŽĞƚĞƌĂůůŝĂŵŽŶĚ Ψϰϴ ƉĞƌĚĂǇ͕ƉĞƌĨŝĞůĚ ϰ ZĞŶƚĂůŽĨĂƐĞƐ ΨϮϴ ƉĞƌĚĂǇ͕ΨϭϮϱŵŝŶ͘ĚĞƉŽƐŝƚ
ϱ 'ǇŵŶĂƐŝƵŵ
ĂͿzŽƵƚŚZĞƐŝĚĞŶƚ'ƌŽƵƉƐǁŝƚŚEŽŶͲWƌŽĨŝƚ^ƚĂƚƵƐ Ψϭϴ ƉĞƌŚŽƵƌ ďͿzŽƵƚŚEŽŶͲZĞƐŝĚĞŶƚ'ƌŽƵƉƐǁŝƚŚEŽŶͲWƌŽĨŝƚ^ƚĂƚƵƐ ΨϯϬ ƉĞƌŚŽƵƌ ĐͿzŽƵƚŚZĞƐŝĚĞŶƚ'ƌŽƵƉƐĨŽƌWƌŝǀĂƚĞhƐĞ ΨϯϬ ƉĞƌŚŽƵƌ
ĚͿĚƵůƚZĞƐŝĚĞŶƚ'ƌŽƵƉƐ ΨϰϬ ƉĞƌŚŽƵƌ
ĞͿĚƵůƚEŽŶͲZĞƐŝĚĞŶƚ'ƌŽƵƉƐ Ψϱϵ ƉĞƌŚŽƵƌ
ĨͿƵƐŝŶĞƐƐhƐĞ ΨϳϬ ƉĞƌŚŽƵƌ
ϲ KƵƚĚŽŽƌĂƐŬĞƚďĂůůŽƵƌƚƐ
ĂͿzŽƵƚŚZĞƐŝĚĞŶƚ'ƌŽƵƉƐǁŝƚŚEŽŶͲWƌŽĨŝƚ^ƚĂƚƵƐ Ψϭϯ ƉĞƌŚŽƵƌ ďͿzŽƵƚŚEŽŶͲZĞƐŝĚĞŶƚ'ƌŽƵƉƐ Ψϭϴ ƉĞƌŚŽƵƌ
ĐͿĚƵůƚZĞƐŝĚĞŶƚ'ƌŽƵƉƐ ΨϮϲ ƉĞƌŚŽƵƌ
ĚͿĚƵůƚEŽŶͲZĞƐŝĚĞŶƚ'ƌŽƵƉƐ Ψϯϭ ƉĞƌŚŽƵƌ
ĞͿƵƐŝŶĞƐƐhƐĞ ΨϲϮ ƉĞƌŚŽƵƌ
ϳ ĞĂĐŚsŽůůĞǇďĂůůŽƵƌƚƐ
ĂͿzŽƵƚŚZĞƐŝĚĞŶƚ'ƌŽƵƉƐǁŝƚŚEŽŶͲWƌŽĨŝƚ^ƚĂƚƵƐ Ψϭϯ ƉĞƌŚŽƵƌ ďͿzŽƵƚŚEŽŶͲZĞƐŝĚĞŶƚ'ƌŽƵƉƐ Ψϭϴ ƉĞƌŚŽƵƌ
ĐͿĚƵůƚZĞƐŝĚĞŶƚ'ƌŽƵƉƐ ΨϮϲ ƉĞƌŚŽƵƌ
ĚͿĚƵůƚEŽŶͲZĞƐŝĚĞŶƚ'ƌŽƵƉƐ Ψϯϭ ƉĞƌŚŽƵƌ
ĞͿƵƐŝŶĞƐƐhƐĞ ΨϲϮ ƉĞƌŚŽƵƌ
dŚĞĨŽůůŽǁŝŶŐƌĂƚĞƐƐŚĂůůďĞŝŶĞĨĨĞĐƚĨŽƌĂůůƌĞƐĞƌǀĂƚŝŽŶƐŵĂĚĞƚŚƌŽƵŐŚƚŚĞZĞĐƌĞĂƚŝŽŶKĨĨŝĐĞ͘zŽƵƚŚƌĞƐŝĚĞŶƚŐƌŽƵƉƐƐŚĂůůďĞ ƚŚŽƐĞŐƌŽƵƉƐǁŝƚŚĂƚůĞĂƐƚϲϬйŽĨƚŚĞŝƌĂĐƚŝǀĞŵĞŵďĞƌƐŚŝƉƌĞƐŝĚŝŶŐǁŝƚŚŝŶƚŚĞŝƚǇŽĨ^ĞĂůĞĂĐŚŽƌŚĂǀŝŶŐƐƚƵĚĞŶƚƐĂƚƚĞŶĚŝŶŐĂ ƐĐŚŽŽůǁŝƚŚŝŶƚŚĞ>ŽƐůĂŵŝƚŽƐhŶŝĨŝĞĚ^ĐŚŽŽůŝƐƚƌŝĐƚ͘zŽƵƚŚŐƌŽƵƉƐĂƌĞĂůƐŽĚĞĨŝŶĞĚĂƐďĞŝŶŐŐƌŽƵƉƐǁŝƚŚĂůůƉĞƌƐŽŶƐďĞŝŶŐĂŐĞ ϭϴǇĞĂƌƐĂŶĚƵŶĚĞƌ͘dŚĞĨŽůůŽǁŝŶŐŐƌŽƵƉĐĂƚĞŐŽƌŝĞƐĂƌĞůŝƐƚĞĚŝŶŽƌĚĞƌŽĨƉƌŝŽƌŝƚǇƵƐĞ͘ 367
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
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ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ &ĞĞͬŚĂƌŐĞ hŶŝƚ EŽƚĞ

͘WĂƌŬWŝĐŶŝĐ^ŚĞůƚĞƌZĞŶƚĂů
ϭ WĂƌŬWŝĐŶŝĐ^ŚĞůƚĞƌZĞŶƚĂů
ĂͿzŽƵƚŚZĞƐŝĚĞŶƚ'ƌŽƵƉƐǁŝƚŚEŽŶͲWƌŽĨŝƚ^ƚĂƚƵƐ ΨϮϲ ƉĞƌŚŽƵƌ ďͿzŽƵƚŚEŽŶͲZĞƐŝĚĞŶƚ'ƌŽƵƉƐ Ψϰϭ ƉĞƌŚŽƵƌ
ĐͿĚƵůƚZĞƐŝĚĞŶƚ'ƌŽƵƉƐ Ψϯϲ ƉĞƌŚŽƵƌ
ĚͿĚƵůƚEŽŶͲZĞƐŝĚĞŶƚ'ƌŽƵƉƐ Ψϱϳ ƉĞƌŚŽƵƌ
ĞͿƵƐŝŶĞƐƐhƐĞ Ψϰϯϴ ƉĞƌŚŽƵƌ
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ĚŝƐŽŶŽŵŵƵŶŝƚǇ'ĂƌĚĞŶ ΨϴϬ ƉĞƌǇĞĂƌ͕ƉĞƌƉůŽƚ
dŽƋƵĂůŝĨǇĨŽƌƚŚĞƵƐĞŽĨĂƉůŽƚŝŶƚŚĞ
ĚŝƐŽŶ'ĂƌĚĞŶĂŐĂƌĚĞŶĞƌŵƵƐƚďĞĂďůĞƚŽƉƌŽǀĞƚŚĂƚƚŚĞǇĂƌĞĂƌĞƐŝĚĞŶƚŝŶƚŚĞŝƚǇŽĨ^ĞĂů ĞĂĐŚ͘/ĨĂŐĂƌĚĞŶĞƌŵŽǀĞƐŽƵƚŽĨƚŚĞŝƚǇŽĨ^ĞĂůĞĂĐŚ͕ƚŚĞǇŵƵƐƚƌĞůŝŶƋƵŝƐŚƚŚĞŝƌƉůŽƚďǇ&ĞďƌƵĂƌǇϭϲƚŚ͘ZĞŶƚĂůŽĨĂŐĂƌĚĞŶ ƉůŽƚŝƐĨŽƌŽŶĞĐĂůĞŶĚĂƌǇĞĂƌ͘ƉƉůŝĐĂƚŝŽŶƐŵƵƐƚďĞƌĞƚƵƌŶĞĚǁŝƚŚƉĂǇŵĞŶƚƚŽƚŚĞŽŵŵƵŶŝƚǇ^ĞƌǀŝĐĞƐͬZĞĐƌĞĂƚŝŽŶĞƉĂƌƚŵĞŶƚ ƉƌŝŽƌƚŽ:ĂŶƵĂƌǇϭϲƚŚŽĨĞĂĐŚǇĞĂƌŝŶŽƌĚĞƌƚŽďĞƌĞŶĞǁĞĚ͘ĨƚĞƌƚŚĞƌĞŶĞǁĂůĚĞĂĚůŝŶĞ͕ĂŶǇƌĞŵĂŝŶŝŶŐƉůŽƚƐǁŝůůďĞĂƐƐŝŐŶĞĚƚŽ ƚŚŽƐĞŽŶƚŚĞǁĂŝƚŝŶŐůŝƐƚ͘
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ϭ dĞŶŶŝƐDĞŵďĞƌƐŚŝƉͲZĞƐŝĚĞŶƚ
ĂͿKŶĞdŝŵĞĚŵŝŶ^ŝŐŶͲhƉ&ĞĞ Ψϭϯϱ
ďͿ^ŝŶŐůĞDĞŵďĞƌƐŚŝƉ
ŝͿWĞƌDŽŶƚŚ ΨϭϭϬ
ŝŝͿŶŶƵĂů Ψϭ͕ϮϭϬ
ĐͿŽƵƉůĞDĞŵďĞƌƐŚŝƉ
ŝͿWĞƌDŽŶƚŚ ΨϭϯϬ
ŝŝͿŶŶƵĂů Ψϭ͕ϰϯϬ
ĚͿ&ĂŵŝůǇDĞŵďĞƌƐŚŝƉ
ŝͿWĞƌDŽŶƚŚ ΨϭϰϬ
ŝŝͿŶŶƵĂů Ψϭ͕ϱϰϬ
ĞͿ:ƵŶŝŽƌDĞŵďĞƌƐŚŝƉ
ŝͿWĞƌDŽŶƚŚ ΨϲϬ
ŝŝͿŶŶƵĂů ΨϲϲϬ
Ϯ dĞŶŶŝƐDĞŵďĞƌƐŚŝƉͲEŽŶͲZĞƐŝĚĞŶƚ
ĂͿKŶĞdŝŵĞĚŵŝŶ^ŝŐŶͲhƉ&ĞĞ Ψϭϯϱ
ďͿ^ŝŶŐůĞDĞŵďĞƌƐŚŝƉ
ŝͿWĞƌDŽŶƚŚ ΨϭϯϮ
ŝŝͿŶŶƵĂů Ψϭ͕ϰϱϮ
ĐͿŽƵƉůĞDĞŵďĞƌƐŚŝƉ
ŝͿWĞƌDŽŶƚŚ Ψϭϱϲ
ŝŝͿŶŶƵĂů Ψϭ͕ϳϭϲ
ĚͿ&ĂŵŝůǇDĞŵďĞƌƐŚŝƉ
ŝͿWĞƌDŽŶƚŚ Ψϭϲϴ
ŝŝͿŶŶƵĂů Ψϭ͕ϴϰϴ
ĞͿ:ƵŶŝŽƌDĞŵďĞƌƐŚŝƉ
ŝͿWĞƌDŽŶƚŚ ΨϳϮ
ŝŝͿŶŶƵĂů ΨϳϵϮ
dŚĞ^ĞĂůĞĂĐŚdĞŶŶŝƐĞŶƚĞƌƉƌŽǀŝĚĞƐĂǁŝĚĞƌĂŶŐĞŽĨĂŵĞŶŝƚŝĞƐǁŚŝĐŚŝŶĐůƵĚĞĂƉƌŽƐŚŽƉ͕ĨŝƚŶĞƐƐĐĞŶƚĞƌ͕ůŽĐŬĞƌƌŽŽŵƐ͕ĂŶĚƚŚĞ ĨŽůůŽǁŝŶŐƐĞƌǀŝĐĞƐ͗
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ϯ WŝĐŬůĞďĂůůDĞŵďĞƌƐŚŝƉͲZĞƐŝĚĞŶƚ
ĂͿKŶĞdŝŵĞĚŵŝŶ^ŝŐŶͲhƉ&ĞĞ Ψϭϯϱ
ďͿ^ŝŶŐůĞDĞŵďĞƌƐŚŝƉ
ŝͿWĞƌDŽŶƚŚ Ψϱϱ
ŝŝͿŶŶƵĂů ΨϲϬϱ
ĐͿŽƵƉůĞDĞŵďĞƌƐŚŝƉ
ŝͿWĞƌDŽŶƚŚ Ψϲϱ
ŝŝͿŶŶƵĂů Ψϳϭϱ
ĚͿ&ĂŵŝůǇDĞŵďĞƌƐŚŝƉ
ŝͿWĞƌDŽŶƚŚ ΨϳϬ
ŝŝͿŶŶƵĂů ΨϳϳϬ
ĞͿ:ƵŶŝŽƌDĞŵďĞƌƐŚŝƉ
ŝͿWĞƌDŽŶƚŚ ΨϯϬ
ŝŝͿŶŶƵĂů ΨϯϯϬ
ϰ WŝĐŬůĞďĂůůDĞŵďĞƌƐŚŝƉͲEŽŶͲZĞƐŝĚĞŶƚ
ĂͿKŶĞdŝŵĞĚŵŝŶ^ŝŐŶͲhƉ&ĞĞ Ψϭϯϱ
ďͿ^ŝŶŐůĞDĞŵďĞƌƐŚŝƉ
ŝͿWĞƌDŽŶƚŚ Ψϲϲ
ŝŝͿŶŶƵĂů ΨϳϮϲ
ĐͿŽƵƉůĞDĞŵďĞƌƐŚŝƉ
ŝͿWĞƌDŽŶƚŚ Ψϳϴ
ŝŝͿŶŶƵĂů Ψϴϱϴ
ĚͿ&ĂŵŝůǇDĞŵďĞƌƐŚŝƉ
ŝͿWĞƌDŽŶƚŚ Ψϴϰ
ŝŝͿŶŶƵĂů ΨϵϮϰ
ĞͿ:ƵŶŝŽƌDĞŵďĞƌƐŚŝƉ
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ϱ WŝĐŬůĞďĂůůEŽŶͲDĞŵďĞƌĂŝůǇƌŽƉͲ/Ŷ&ĞĞ Ψϱ ƉĞƌƉĞƌƐŽŶƉĞƌĚĂǇ ϲ dĞŶŶŝƐ'ƵĞƐƚ&ĞĞͬĂŝůǇƌŽƉͲ/Ŷ&ĞĞ
ĂͿtŝƚŚDĞŵďĞƌ;ŽŶĐĞƉĞƌŵŽŶƚŚͿ Ψϭϯ KŶĐĞƉĞƌŵŽŶƚŚ
ďͿƵƌŝŶŐ'ĞŶĞƌĂůWƵďůŝĐ,ŽƵƌƐ ΨϭϬ ƉĞƌƉĞƌƐŽŶƉĞƌĚĂǇ
ϳ ŽƵƌƚZĞŶƚĂů&ĞĞ
ĂͿϭϮƉ͘ŵ͘ͲϱƉ͘ŵ͘ ΨϭϮ ƉĞƌŚŽƵƌƉĞƌĐŽƵƌƚ
ďͿϱƉ͘ŵ͘Ͳϵ͗ϯϬƉ͘ŵ͘ Ψϭϱ ƉĞƌŚŽƵƌƉĞƌĐŽƵƌƚ
ĐͿƵƐŝŶĞƐƐŽƌEŽŶͲZĞƐŝĚĞŶƚhƐĞ ΨϯϬ ƉĞƌŚŽƵƌƉĞƌĐŽƵƌƚ ϴ ĂůůDĂĐŚŝŶĞZĞŶƚĂů
ĂͿDĞŵďĞƌ ΨϭϬ ƉĞƌŚŽƵƌ
ďͿEŽŶͲDĞŵďĞƌ ΨϮϬ ƉĞƌŚŽƵƌ
ĐͿ:ƵŶŝŽƌhƐĞ Ψϴ ƉĞƌŚŽƵƌ
ϵ &ŝƚŶĞƐƐDĞŵďĞƌƐŚŝƉ
ĂͿKŶĞdŝŵĞĚŵŝŶ^ŝŐŶͲhƉ&ĞĞ Ψϱϱ
ďͿZĞƐŝĚĞŶƚDĞŵďĞƌƐŚŝƉ
ŝͿWĞƌDŽŶƚŚ ΨϮϱ
ŝŝͿŶŶƵĂů ΨϮϳϱ
ĐͿEŽŶͲZĞƐŝĚĞŶƚDĞŵďĞƌƐŚŝƉ
ŝͿWĞƌDŽŶƚŚ ΨϯϬ
ŝŝͿŶŶƵĂů ΨϯϯϬ
EŽƚĞ͗^ƉĞĐŝĂůĞǀĞŶƚĐŚĂƌŐĞƐĂƌĞŝŵƉŽƐĞĚďǇƚŚĞŵĂŶĂŐĞŵĞŶƚĂŶĚĂƌĞŶŽƚŐŽǀĞƌŶĞĚŝŶƚŚŝƐŽƐƚƌĞƐŽůƵƚŝŽŶ͘ ΀Ă΁ZĞŶƚĂůƐŽĨϳϱƉĞŽƉůĞŽƌŵŽƌĞ͕ŽƌŚĂǀŝŶŐĂůĐŽŚŽůƉƌĞƐĞŶƚ͕ƌĞƋƵŝƌĞƚǁŽƐƚĂĨĨŵĞŵďĞƌƐƚŽďĞƉƌĞƐĞŶƚĂŶĚĂƐĞĐƵƌŝƚǇĚĞƉŽƐŝƚŽĨΨϱϬϬ͘ZĞŶƚĂůƐ ǁŝƚŚůĞƐƐƚŚĂŶϳϱƉĞŽƉůĞĂŶĚǁŝƚŚŽƵƚĂůĐŽŚŽůƌĞƋƵŝƌĞĂƐĞĐƵƌŝƚǇĚĞƉŽƐŝƚŽĨΨϮϱϬ͘ ΀ď΁&ĞĞƐƐŚĂůůďĞďĂƐĞĚŽŶƚǇƉĞŽĨƉƌŽŐƌĂŵ͕ŶƵŵďĞƌŽĨƉĂƌƚŝĐŝƉĂŶƚƐĂŶĚŝŶƐƚƌƵĐƚŽƌƐ͕ŽĨĨŝĐŝĂůƐ͕ĞƚĐ͘ƌĞƋƵŝƌĞĚŝŶƚŚĞƉƌŽŐƌĂŵ͖ĂŶĚƐŚĂůůďĞďĂƐĞĚŽŶ ĨƵůůĐŽƐƚƌĞĐŽǀĞƌǇǁŚĞƌĞĨĞĂƐŝďůĞŝŶĐůƵĚŝŶŐĂĚŵŝŶŝƐƚƌĂƚŝǀĞĐŽƐƚƐ͘ 371
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ĂͿ&ŝƌƐƚĐŚŝůĚ Ψϲϯϱ
ďͿ^ĞĐŽŶĚĂŶĚƐƵďƐĞƋƵĞŶƚƐŝďůŝŶŐ ΨϲϭϬ ƉĞƌĐŚŝůĚ
Ϯ EŽŶͲƌĞƐŝĚĞŶƚ
ĂͿ&ŝƌƐƚĐŚŝůĚ Ψϲϴϱ
ďͿ^ĞĐŽŶĚĂŶĚƐƵďƐĞƋƵĞŶƚƐŝďůŝŶŐ ΨϲϲϬ ƉĞƌĐŚŝůĚ
ϯ ŝƚǇŽĨ^ĞĂůĞĂĐŚ
ŵƉůŽǇĞĞ;ĞƉĞŶĚĞŶƚͿ ϱϬйŝƐĐŽƵŶƚ
ϰ ŝƚǇŽĨ^ĞĂůĞĂĐŚ
ŵƉůŽǇĞĞ͕:ƵŶŝŽƌ>ŝĨĞŐƵĂƌĚ/ŶƐƚƌƵĐƚŽƌ
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ϱ WƌĞƉĂƌĂƚŝŽŶƐǁŝŵĐůĂƐƐ Ψϭϳϱ
ϲ ŽŶĚŝƚŝŽŶŝŶŐƐǁŝŵĐůĂƐƐ Ψϭϳϱ
ϳ >ĂƐƚŚĂŶĐĞƐǁŝŵĐůĂƐƐ ΨϭϬϬ
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ďͿEŽŶͲZĞƐŝĚĞŶƚ ΨϲϬ ƉĞƌĨĂŵŝůǇ
Ϯ >ĂƉ^ǁŝŵ
ĂͿϭϲ^ǁŝŵWĂƐƐ
ŝͿzŽƵƚŚ ΨϰϬ ƉĞƌƉĂƐƐ
ŝŝͿůůKƚŚĞƌƐ ΨϴϬ ƉĞƌƉĂƐƐ
ďͿϯϰ^ǁŝŵWĂƐƐ Ψϭϯϲ ƉĞƌƉĂƐƐ
ĐͿŶŶƵĂů^ǁŝŵWĂƐƐ ΨϯϬϬ ƉĞƌƉĂƐƐ
ĚͿ>ŽƐƚWĂƐƐZĞƉůĂĐĞŵĞŶƚ ΨϭϬ ƉĞƌƉĂƐƐ
ϯ ^ǁŝŵ/ŶƐƚƌƵĐƚŝŽŶ
ĂͿZĞƐŝĚĞŶƚ Ψϳϱ
ďͿEŽŶͲZĞƐŝĚĞŶƚ ΨϭϬϬ
ĐͿŽŵƉĞƚŝƚŝǀĞ/ŶƐƚƌƵĐƚŝŽŶWŽŽůhƐĞ Ψϱϱ ƉĞƌŚŽƵƌ
ϰ tĞĞŬĞŶĚWŽŽůWĂƌƚǇZĞŶƚĂůƐ;ϮͲŚŽƵƌƐƵƉĞƌǀŝƐĞĚƌĞŶƚĂůͿ ĂͿZĞƐŝĚĞŶƚͲϰϬƉĂƌƚŝĐŝƉĂŶƚƐŽƌůĞƐƐ ΨϮϮϬ
ďͿEŽŶͲZĞƐŝĚĞŶƚͲϰϬƉĂƌƚŝĐŝƉĂŶƚƐŽƌůĞƐƐ ΨϮϰϬ
ϱ ƋƵĂƚŝĐƐůĂƐƐ Ψϭϳϱ
ϲ >ŝĂďŝůŝƚǇͬ^ƉĞĐŝĂů
ǀĞŶƚ/ŶƐƵƌĂŶĐĞ WƌŽŽĨŽĨĞƌƚŝĨŝĐĂƚĞŽĨ/ŶƐƵƌĂŶĐĞ
ǁŝƚŚŝƚǇĂƐĚĚŝƚŝŽŶĂů/ŶƐƵƌĞĚ
EŽƚĞ͗^ƉĞĐŝĂůĞǀĞŶƚĐŚĂƌŐĞƐĂƌĞŝŵƉŽƐĞĚďǇƚŚĞŵĂŶĂŐĞŵĞŶƚĂŶĚĂƌĞŶŽƚŐŽǀĞƌŶĞĚŝŶƚŚŝƐŽƐƚƌĞƐŽůƵƚŝŽŶ͘ ZĞƐŝĚĞŶƚŐƌŽƵƉƐƐŚĂůůďĞƚŚŽƐĞŐƌŽƵƉƐǁŝƚŚĂƚůĞĂƐƚϲϬйŽĨƚŚĞŝƌĂĐƚŝǀĞŵĞŵďĞƌƐŚŝƉƌĞƐŝĚŝŶŐǁŝƚŚŝŶƚŚĞŝƚǇŽĨ^ĞĂůĞĂĐŚ͘ ZĞƐŝĚĞŶƚŐƌŽƵƉƐŚĂǀĞƉƌĞĨĞƌĞŶĐĞŽǀĞƌŶŽŶͲƌĞƐŝĚĞŶƚŐƌŽƵƉƐ͘dŚĞĨŽůůŽǁŝŶŐŐƌŽƵƉĐĂƚĞŐŽƌŝĞƐĂƌĞůŝƐƚĞĚŝŶŽƌĚĞƌŽĨƉƌŝŽƌŝƚǇƵƐĞ͘ 373
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^ƉĞĐŝĂůĐƚŝǀŝƚǇZĞƋƵĞƐƚƉƉůŝĐĂƚŝŽŶ
ϭ tĞĚĚŝŶŐƐĂŶĚǁĞĚĚŝŶŐƌĞĐĞƉƚŝŽŶƐ͕ŵĞŵŽƌŝĂůƐĞƌǀŝĐĞƐ͕ĂŶĚ ŽƚŚĞƌŐƌŽƵƉĂĐƚŝǀŝƚŝĞƐŝŶǀŽůǀŝŶŐϮϱƉĞƌƐŽŶƐŽƌŵŽƌĞ;ŝŶĐůƵĚŝŶŐ͕ ďƵƚŶŽƚůŝŵŝƚĞĚƚŽ͕ŝƚǇ,ĂůůŽƵƌƚǇĂƌĚĂŶĚƉƵďůŝĐďĞĂĐŚͿͲ ŽƵƚĚŽŽƌĐĞƌĞŵŽŶŝĞƐĂƌĞƐƵďũĞĐƚƚŽŝƚǇƐĐŚĞĚƵůŝŶŐ
ĂͿZĞƐŝĚĞŶƚ Ψϭϰϳ ƉĞƌŚŽƵƌ
ďͿEŽŶͲZĞƐŝĚĞŶƚ ΨϮϵϱ ƉĞƌŚŽƵƌ
ĐͿŽŵŵĞƌĐŝĂů ΨϰϴϮ ƉĞƌŚŽƵƌ
Ϯ ĂŶŶĞƌWůĂĐĞŵĞŶƚĐƚŝǀŝƚŝĞƐ ĐƚƵĂůŽƐƚƐ
ƉůƵƐΨϭϭϬĚĞƉŽƐŝƚ
ϯ ŽŽƚŚƐƉĂĐĞĨŽƌƐƉĞĐŝĂůĞǀĞŶƚƐƐƉŽŶƐŽƌĞĚďǇƚŚĞŽŵŵƵŶŝƚǇ ĂͿEŽŶͲWƌŽĨŝƚ'ƌŽƵƉ Ψϲϯ
ďͿ&ŽƌͲWƌŽĨŝƚ'ƌŽƵƉ ΨϭϮϰ
ϰ ^ƉĞĐŝĂů
ǀĞŶƚWƵďůŝĐEŽƚŝĐŝŶŐ Ψϭϭϵ
ϱ ^ƉĞĐŝĂů
ǀĞŶƚZĞƐĞƌǀĞĚWĂƌŬŝŶŐ&ĞĞ
ĂͿ^ĞƉƚĞŵďĞƌϭϲƚŚƚŚƌŽƵŐŚDĂǇϭϰƚŚ ΨϮϴ ƉĞƌƐƉĂĐĞ
ďͿDĂǇϭϱƚŚƚŚƌŽƵŐŚ^ĞƉƚĞŵďĞƌϭϱƚŚ Ψϯϲ ƉĞƌƐƉĂĐĞ
KƚŚĞƌ
ϲ ^ƉĞĐŝĂů
ǀĞŶƚƉƉůŝĐĂƚŝŽŶ&ĞĞ
ĂͿZĞƐŝĚĞŶƚ ΨϭϴϬ
ďͿEŽŶͲZĞƐŝĚĞŶƚ ΨϯϰϬ
ϳ ^ƚƌĞĞƚůŽƐƵƌĞ;ZĞĨƵŶĚĂďůĞ'ƵĂƌĂŶƚǇͿ ΨϴϮϱŵŝŶŝŵƵŵĚĞƉŽƐŝƚ ^ĞĞŶŽƚĞ
΀Ă΁
ϴ WĂƌŬĂŵĂŐĞ;ZĞĨƵŶĚĂďůĞ'ƵĂƌĂŶƚǇͿ ΨϴϮϱŵŝŶŝŵƵŵĚĞƉŽƐŝƚ ^ĞĞŶŽƚĞ
΀ď΁
ϵ ^ƉĞĐŝĂů
ǀĞŶƚƐ
ĂͿWŽǁĞƌdƵƌŶKŶĨŽƌ^ƉĞĐŝĂů
ǀĞŶƚƐ Ψϲϲ
ďͿWŝĞƌZĞƐƚƌŽŽŵůĞĂŶŝŶŐ;ĞĂĐŚŽĐĐƵƌƌĞŶĐĞͿ ΨϭϭϬ
ĐͿƵŝůĚŝŶŐ&ĂĐŝůŝƚǇůĞĂŶŝŶŐ;ĞĂĐŚŽĐĐƵƌƌĞŶĐĞͿ ΨϭϭϬ
ĚͿ^ƚƌĞĞƚ^ǁĞĞƉŝŶŐ;ĂĨƚĞƌ^ƉĞĐŝĂů
ǀĞŶƚƐϮŚƌ͘ŵŝŶŝŵƵŵͿ ΨϮϯϭ
΀Ă΁ĞƉŽƐŝƚŝƐĨŽƌĞĂĐŚďůŽĐŬŽĨƐƚƌĞĞƚĐůŽƐĞĚƚŽĐŽǀĞƌĐůĞĂŶƵƉĂŶĚͬŽƌĚĂŵĂŐĞĐŽƐƚƐ͘hŶƵƐĞĚĚĞƉŽƐŝƚĂŵŽƵŶƚŝƐƌĞĨƵŶĚĂďůĞ͘ ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
ůů^ƉĞĐŝĂůĐƚŝǀŝƚŝĞƐƉƌŽƉŽƐĞĚŽŶŝƚǇƉƌŽƉĞƌƚǇ͕ŶŽƚŝĚĞŶƚŝĨŝĞĚŝŶƚŚŝƐŽƐƚZĞĐŽǀĞƌǇ^ĐŚĞĚƵůĞ͕ĂƌĞƐƵďũĞĐƚƚŽƚŚĞĨŽůůŽǁŝŶŐĨĞĞƐ͘ ŽƐƚƐĂƌĞĐŚĂƌŐĞĚŝŶŽŶĞŚŽƵƌŝŶĐƌĞŵĞŶƚƐ͘tŚĞŶĂƉƉůŝĐĂďůĞĂ^ƉĞĐŝĂů ǀĞŶƚWĞƌŵŝƚƉƉůŝĐĂƚŝŽŶĂŶĚĨĞĞŵƵƐƚďĞƐƵďŵŝƚƚĞĚƚŽƚŚĞ ŽŵŵƵŶŝƚǇ^ĞƌǀŝĐĞƐĞƉĂƌƚŵĞŶƚŝŶĂĚĚŝƚŝŽŶƚŽƚŚĞĨĞĞĨŽƌƵƐĞŽĨŝƚǇWƌŽƉĞƌƚǇ͘ ΀ď΁ĞƉŽƐŝƚŝƐĨŽƌƵƐĞŽĨƉĂƌŬƐŽƌďĞĂĐŚĨŽƌƐƉĞĐŝĂůĞǀĞŶƚƐ͘>ĂƌŐĞƌĚĞƉŽƐŝƚƐŵĂǇďĞĐŽŶĚŝƚŝŽŶĞĚĚĞƉĞŶĚŝŶŐƵƉŽŶƚŚĞƐŝǌĞĂŶĚƚŚĞƐĐŽƉĞŽĨƚŚĞ ĞǀĞŶƚ͘hŶƵƐĞĚĚĞƉŽƐŝƚĂŵŽƵŶƚŝƐƌĞĨƵŶĚĂďůĞ͘
374
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&ĞĞŽƌŚĂƌŐĞ hŶŝƚ EŽƚĞ
͘ŽŵŵĞƌĐŝĂů^ƚŝůůWŚŽƚŽŐƌĂƉŚǇ
ϭ WĞƌŵŝƚƉƉůŝĐĂƚŝŽŶ
ĂͿ^ƚƵĚĞŶƚ;ŶĞĞĚŝŶƐƚƌƵĐƚŽƌǀĞƌŝĨŝĐĂƚŝŽŶͿ ΨϮϴ
ďͿWƌŽĨĞƐƐŝŽŶĂůŽŵŵĞƌĐŝĂů&ŝůŵĂŶĚͬŽƌsŝĚĞŽWƌŽĚƵĐƚŝŽŶ Ψϴϯ Ϯ ƵƐŝŶĞƐƐ>ŝĐĞŶƐĞ;ŝŶĂĚĚŝƚŝŽŶƚŽƐĞƉĂƌĂƚĞůǇĐŽůůĞĐƚĞĚ^ƚĂƚĞ DĂŶĚĂƚĞĚ&ĞĞƐ͕Ğ͘Ő͕͘Ψϰ^ƚĂƚĞĨĞĞͿ
ΨϮϭϵ ƉĞƌĨŝƐĐĂůǇĞĂƌ
ϯ >ŽĐĂƚŝŽŶ&ĞĞͲ'ĞŶĞƌĂů Ψϭϯϴ ƉĞƌĚĂǇ
͘DŽƚŝŽŶWŝĐƚƵƌĞ͕/ŶĐůƵĚŝŶŐsŝĚĞŽ
ϰ WĞƌŵŝƚƉƉůŝĐĂƚŝŽŶ
ĂͿ^ƚƵĚĞŶƚ;ŶĞĞĚŝŶƐƚƌƵĐƚŽƌǀĞƌŝĨŝĐĂƚŝŽŶͿ ΨϭϭϬ
ďͿWƌŽĨĞƐƐŝŽŶĂůŽŵŵĞƌĐŝĂů&ŝůŵĂŶĚͬŽƌsŝĚĞŽWƌŽĚƵĐƚŝŽŶ Ψϭϵϯ ϱ
ǆƉĞĚŝƚĞĚ&ŝůŵWĞƌŵŝƚ Ψϯϴϱ
ϲ ƵƐŝŶĞƐƐ>ŝĐĞŶƐĞ;ŝŶĂĚĚŝƚŝŽŶƚŽƐĞƉĂƌĂƚĞůǇĐŽůůĞĐƚĞĚ^ƚĂƚĞ DĂŶĚĂƚĞĚ&ĞĞƐ͕Ğ͘Ő͕͘Ψϰ^ƚĂƚĞĨĞĞͿ
ΨϮϭϵ ƉĞƌĨŝƐĐĂůǇĞĂƌ
ϳ >ŽĐĂƚŝŽŶ&ĞĞͲ'ĞŶĞƌĂů ΨϰϱϬ ƉĞƌĚĂǇ
ϴ hƐĞŽĨŝƚǇWƌŽƉĞƌƚǇͲ/ŶĚĚŝƚŝŽŶƚŽ'ĞŶĞƌĂů>ŽĐĂƚŝŽŶ ΀Ă΁ ĂͿĞĂĐŚ͕WŝĞƌ͕ĂŶĚͬŽƌWĂƌŬƌĞĂ Ψϯϴϱ
ďͿ>ŝĨĞŐƵĂƌĚ^ƚĂƚŝŽŶͲ/ŶƚĞƌŝŽƌ ΨϮϯϳ
ĐͿŝƚǇ,Ăůů ΨϮϯϳ
ĚͿŝƚǇ:Ăŝů Ψϱϳϴ
ĞͿĞƉŽƐŝƚĨŽƌƐƚĂĨĨƚŝŵĞĂŶĚͬŽƌƉƌŽƉĞƌƚǇĚĂŵĂŐĞͿ ΨϱϱϬ ŵŝŶŝŵƵŵĚĞƉŽƐŝƚĂŵŽƵŶƚ ΀ď΁ ϵ hƐĞŽĨŝƚǇWĞƌƐŽŶŶĞů ZĞŝŵďƵƌƐĞĚĂƚ&ƵůůǇͲƵƌĚĞŶĞĚ
,ŽƵƌůǇZĂƚĞ
ϭϬ hƐĞŽĨŝƚǇ
ƋƵŝƉŵĞŶƚĂŶĚsĞŚŝĐůĞƐ ZĞŝŵďƵƌƐĞĚĂƚDĂƌŬĞƚZĞŶƚĂů
ZĂƚĞƐ
ϭϭ hƐĞŽĨŝƚǇWĂƌŬŝŶŐ>ŽƚƐ
ĂͿ^ĞƉƚĞŵďĞƌϭϲƚŚƚŚƌŽƵŐŚDĂǇϭϰƚŚ ΨϮϴ ƉĞƌƐƉĂĐĞ
ďͿDĂǇϭϱƚŚƚŚƌŽƵŐŚ^ĞƉƚĞŵďĞƌϭϱƚŚ Ψϯϲ ƉĞƌƐƉĂĐĞ
΀Ă΁hƐĞŽĨŽƚŚĞƌŝƚǇƉƌŽƉĞƌƚǇǁŝůůďĞĐŚĂƌŐĞĚĂƉƉůŝĐĂďůĞĨĞĞƐŝĚĞŶƚŝĨŝĞĚĞůƐĞǁŚĞƌĞŝŶƚŚŝƐƐĐŚĞĚƵůĞŽƌďǇĚĞƚĞƌŵŝŶĂƚŝŽŶŽĨƚŚĞŝƚǇDĂŶĂŐĞƌΖƐKĨĨŝĐĞ͘ ΀ď΁ĞƉŽƐŝƚǁŝůůďĞĚĞƚĞƌŵŝŶĞĚďĂƐĞĚƵƉŽŶƚŚĞƐĐŽƉĞŽĨƚŚĞƉƌŽĚƵĐƚŝŽŶĂŶĚǁŝůůďĞŝŶĐůƵƐŝǀĞŽĨƐĞƚͲƵƉĂŶĚƐƚƌŝŬŝŶŐ͘ ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
375
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ϭ ƵƐŝŶĞƐƐůŝĐĞŶƐĞƚĂǆ;ĂƐĞdĂǆͿĨŽƌĂůůďƵƐŝŶĞƐƐĞƐĞǆĐĞƉƚƚŚĞ ďƵƐŝŶĞƐƐĞƐůŝƐƚĞĚďĞůŽǁ
ΨϮϭϵ͘ϬϬ ƉĞƌĨŝƐĐĂůǇĞĂƌ ΀Ă΁
Ϯ ĚǀĞƌƚŝƐŝŶŐƐĞƌǀŝĐĞƐ͖ĂŵƵƐĞŵĞŶƚƉĂƌŬƐ͖ĞŶƚĞƌƚĂŝŶŵĞŶƚĐĂĨĞƐ͖ ůŝǀĞŽƌƐƚƵĨĨĞĚĂŶŝŵĂů͕ĨŝƐŚĂŶĚƌĞƉƚŝůĞƐŚŽǁƐ͖ĐŽŵŵŝƐƐŝŽŶ ŵĞƌĐŚĂŶƚƐŽƌďƌŽŬĞƌƐ͖ĂŶĚƚĂƚƚŽŽŝŶŐďƵƐŝŶĞƐƐůŝĐĞŶƐĞƚĂǆ Ψϰϯϴ͘ϬϬ
ϯ ŝƌĐƌĂĨƚĨŽƌŚŝƌĞ
ĂͿ&Žƌ&ŝƌƐƚŝƌĐƌĂĨƚ ΨϮϭϵ͘ϬϬ
ďͿ&Žƌ
ĂĐŚĚĚŝƚŝŽŶĂůŝƌĐƌĂĨƚ Ψϰϭ͘ϳϱ
ϰ ĞĂĐŚƵŵďƌĞůůĂĂŶĚĞƋƵŝƉŵĞŶƚƌĞŶƚĂůƐƚĂŶĚ
ĂͿ&Žƌ&ŝƌƐƚ^ƚĂŶĚ ΨϮϭϵ͘ϬϬ
ďͿ&Žƌ
ĂĐŚĚĚŝƚŝŽŶĂů^ƚĂŶĚ ΨϰϮ͘ϬϬ
ϱ ŝůůŝĂƌĚƐĂŶĚďŽǁůŝŶŐĂůůĞǇƐ
ĂͿϭϬhŶŝƚƐŽƌ>ĞƐƐ ΨϮϭϵ͘ϬϬ
ďͿ'ƌĞĂƚĞƌƚŚĂŶϭϬhŶŝƚƐ ΨϮϬ͘Ϯϱ ƉĞƌƵŶŝƚ
ϲ ŽĂƚƌĞŶƚĂů
ĂͿ&ŽƌĞĂĐŚďŽĂƚůĞƐƐƚŚĂŶϮϱĨƚŝŶůĞŶŐƚŚ ΨϮϭϵ͘ϬϬ
ďͿWĞƌĨŽŽƚĨŽƌĞĂĐŚďŽĂƚĞǆĐĞĞĚŝŶŐϮϱĨƚŝŶůĞŶŐƚŚ Ψϭϳ͘ϱϬ ƉĞƌĨŽŽƚĞǆĐĞĞĚŝŶŐϮϱĨƚ ŝŶůĞŶŐƚŚ
ϳ ŽƚƚůĞĚǁĂƚĞƌƐĂůĞƐ͕ĞǆĐůƵĚŝŶŐĞĂƚŝŶŐĞƐƚĂďůŝƐŚŵĞŶƚ͕ ĐŽŶĨĞĐƚŝŽŶĞƌǇƐƚŽƌĞƐŽƌƐŝŵŝůĂƌďƵƐŝŶĞƐƐĞƐ
ĂͿ&ŽƌƚŚĞĨŝƌƐƚĚĞůŝǀĞƌǇǀĞŚŝĐůĞ ΨϮϭϵ͘ϬϬ
ďͿ
ĂĐŚĂĚĚŝƚŝŽŶĂůĚĞůŝǀĞƌǇǀĞŚŝĐůĞ ΨϱϮ͘ϳϱ
ϴ ŽǆŝŶŐŵĂƚĐŚĞƐ;ƉƌŽĨĞƐƐŝŽŶĂůĐŽŶƚĞƐƚŽƌĞǆŚŝďŝƚŝŽŶͿ ΨϮ͕ϭϵϭ͘Ϯϱ ϵ ĂƌŶŝǀĂůƐĂŶĚĨĂŝƌƐ͕ĞǆĐůƵĚŝŶŐƚŚŽƐĞŽƉĞƌĂƚĞĚďǇŶŽŶƉƌŽĨŝƚ ŽƌŐĂŶŝǌĂƚŝŽŶƐĨŽƌĐŚĂƌŝƚĂďůĞƉƵƌƉŽƐĞƐ
ΨϭϮ͘Ϯϱ ƉĞƌĚĂǇƉĞƌĞĂĐŚŐĂŵĞ͕
ĞǆŚŝďŝƚŝŽŶ͕ƐŚŽǁ͕
ƌĞĐƌĞĂƚŝŽŶĂůĚĞǀŝĐĞ͕Žƌ
ďŽŽƚŚŝŶĐůƵĚŝŶŐ
ĐŽŶĐĞƐƐŝŽŶ
ϭϬ ŝƌĐƵƐ
ĂͿ&ŽƌƚŚĞĨŝƌƐƚĚĂǇ Ψϭ͕ϱϯϰ͘ϱϬ
ďͿ&ŽƌĞĂĐŚĚĂǇƚŚĞƌĞĂĨƚĞƌ Ψϴϳϱ͘ϳϱ
ϭϭ &ŽƌƚƵŶĞƚĞůůŝŶŐ͕ƉƐǇĐŚŝĐƌĞĂĚŝŶŐ
ĂͿĨŽƌĨŝƌƐƚǇĞĂƌŽĨŽƉĞƌĂƚŝŽŶ Ψϭ͕ϲϰϱ͘ϱϬ
ďͿĞĂĐŚǇĞĂƌƚŚĞƌĞĂĨƚĞƌ Ψϭ͕Ϭϵϲ͘ϱϬ
ϭϮ 'ƌŽĐĞƌǇďƵƐ ΨϮ͕ϭϵϯ͘Ϯϱ
ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
376
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ϭϯ ,ĞƌďĚŽĐƚŽƌƐ
ĂͿ^ŝŶŐůĞŽƉĞƌĂƚŽƌ ΨϯϮϵ͘Ϯϱ
ďͿ
ĂĐŚĂĚĚŝƚŝŽŶĂůƉĂƌƚŶĞƌ ΨϰϮ͘Ϯϱ
ϭϰ DŝůŬĚŝƐƚƌŝďƵƚŝŽŶ
ĂͿ&ŽƌƚŚĞĨŝƌƐƚĚĞůŝǀĞƌǇǀĞŚŝĐůĞ ΨϮϭϵ͘ϬϬ
ďͿ
ĂĐŚĂĚĚŝƚŝŽŶĂůĚĞůŝǀĞƌǇǀĞŚŝĐůĞ ΨϮϬ͘Ϯϱ
ϭϱ DŽŶĞǇůĞŶĚĞƌƐ ΨϯϮϵ͘ϯϱ
ϭϲ DŽƚŝŽŶƉŝĐƚƵƌĞ͕ƉƌŽĚƵĐƚŝŽŶ͕ŽƌƉŚŽƚŽƉůĂǇĨŝůŵŝŶŐ ΨϮϱ͘ϱϬ ƉĞƌĚĂǇ ĂͿĞǆĐĞƉƚƉĞƌƐŽŶƐǁŝƚŚĂĨŝǆĞĚƉůĂĐĞŽĨďƵƐŝŶĞƐƐŝŶƚŚĞŝƚǇ͖ /ĨĨŝǆĞĚƉůĂĐĞŽĨďƵƐŝŶĞƐƐŝƐŝŶƚŚĞŝƚǇ͕ƚŚĞƚĂǆƌĂƚĞŝƐ ΨϯϮϵ͘Ϯϱ
ϭϳ WĞĚĚůĞƌƐĂŶĚŝƚŝŶĞƌĂŶƚǀĞŶĚŽƌƐ
ĂͿ&ŽƌƐĂůĞŽĨĨŽŽĚƐƚƵĨĨƐ
ŝͿ/ŶĐůƵĚĞƐƚŚĞĨŝƌƐƚǀĞŚŝĐůĞ ΨϮϭϵ͘ϬϬ
ŝŝͿĞĂĐŚĂĚĚŝƚŝŽŶĂůǀĞŚŝĐůĞ ΨϭϮϳ͘Ϯϱ
ďͿ&ŽƌƐĂůĞŽĨŵĞĚŝĐŝŶĞ Ψϭ͕ϯϭϰ͘ϬϬ
ĐͿůůŽƚŚĞƌƐ͕ƵŶůĞƐƐŽƚŚĞƌǁŝƐĞƌĞƋƵŝƌĞĚƚŽďĞůŝĐĞŶƐĞĚ ŝͿ/ŶĐůƵĚĞƐƚŚĞĨŝƌƐƚǀĞŚŝĐůĞ ΨϮϭϵ͘ϬϬ
ŝŝͿĞĂĐŚĂĚĚŝƚŝŽŶĂůǀĞŚŝĐůĞ ΨϮϭϵ͘ϬϬ
ϭϴ ^ĂŶŝƚĂƌŝƵŵƐ͕ŝŶĐůƵĚŝŶŐƌĞƐƚŚŽŵĞ͕ĐŽŶǀĂůĞƐĐĞŶƚŚŽŵĞ͕Žƌ ŚŽŵĞĨŽƌƚŚĞĂŐĞĚǁŚŝĐŚƉƌŽǀŝĚĞĐĂƌĞ
ĂͿ&ŽƌŵŽƌĞƚŚĂŶϯƉĞƌƐŽŶƐĂƚŽŶĞƚŝŵĞ ΨϮϭϵ͘ϬϬ
ďͿ&ŽƌĞĂĐŚƉĂƚŝĞŶƚŝŶĞǆĐĞƐƐŽĨϯ͕ďĂƐĞĚŽŶƚŚĞĂǀĞƌĂŐĞ ŶƵŵďĞƌŽĨƉĂƚŝĞŶƚƐƉĞƌĚĂǇ͕ĐŽŵƉƵƚĞĚŵŽŶƚŚůǇ
Ψϱ͘ϬϬ
ϭϵ ^ĞůůŝŶŐĐůƵďƉůĂŶƐ͕ŝŶĐůƵĚŝŶŐƐĂůĞŽĨŵĞŵďĞƌƐŚŝƉŝŶĂŶǇĐůƵďŽƌ ĐŽŽƉĞƌĂƚŝǀĞĂƐƐŽĐŝĂƚŝŽŶĂŶĚƐĂůĞŽĨĚŝƐĐŽƵŶƚĐŽƵƉŽŶďŽŽŬƐ Ψϴϳϳ͘ϬϬ
ϮϬ ^ŽůŝĐŝƚŝŶŐ͕ĐĂŶǀĂƐƐŝŶŐ͕ŽƌƚĂŬŝŶŐŽƌĚĞƌƐĨŽƌŐŽŽĚƐŽƌ ĂĚǀĞƌƚŝƐŝŶŐ͕ĞǆĐůƵĚŝŶŐƌĞƉƌĞƐĞŶƚĂƚŝǀĞƐŽĨĂŶĞƐƚĂďůŝƐŚĞĚŽƌ ĨŝǆĞĚƉůĂĐĞŽĨďƵƐŝŶĞƐƐŝŶƚŚĞŝƚǇǁŚŽƐƵďŵŝƚƐĂŶĂĨĨŝĚĂǀŝƚƚŽ ƚŚĞĐŽůůĞĐƚŽƌŶŽƚůĞƐƐƚŚĂŶϰϵŚŽƵƌƐďĞĨŽƌĞƐƵĐŚƐŽůŝĐŝƚĂƚŝŽŶ ĂͿĂƐĞ&ĞĞ Ψϰϯϳ͘ϱϬ
ďͿWĞƌĂǇ ΨϮϬ͘Ϯϱ
377
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
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Ϯϭ sĞŚŝĐůĞƐĨŽƌŚŝƌĞ
ĂͿ^ĞĂƚŝŶŐůĞƐƐƚŚĂŶϭϲƉĞŽƉůĞ ΨϮϭϵ͘ϬϬ ƉĞƌǀĞŚŝĐůĞ
ďͿ^ĞĂƚŝŶŐŵŽƌĞƚŚĂŶϭϲƉĞŽƉůĞ Ψϰϲϵ͘ϬϬ ƉĞƌǀĞŚŝĐůĞ
ĐͿĞƐŝŐŶĞĚŽƌƵƐĞĚƉƌŝŵĂƌŝůǇĨŽƌƚƌĂŶƐƉŽƌƚĂƚŝŽŶŽĨƉƌŽƉĞƌƚǇ ǁŚĞƌĞĂǀĂŝůĂďůĞĨŽƌůĞĂƐĞŽƌƌĞŶƚĂůǁŝƚŚŽƵƚƚŚĞĚƌŝǀĞƌ
ŝͿ&ŽƌƚŚĞĨŝƌƐƚǀĞŚŝĐůĞ ΨϭϬϵ͘ϱϬ ƉĞƌǀĞŚŝĐůĞ
ŝŝͿ
ĂĐŚĂĚĚŝƚŝŽŶĂůǀĞŚŝĐůĞ ΨϰϮ͘Ϯϱ ƉĞƌǀĞŚŝĐůĞ
ĚͿŵďƵůĂŶĐĞƐŽƌŝŶǀĂůŝĚĐŽĂĐŚĞƐ
ŝͿ&ŽƌƚŚĞĨŝƌƐƚǀĞŚŝĐůĞ ΨϭϬϵ͘ϱϬ ƉĞƌǀĞŚŝĐůĞ
ŝŝͿ
ĂĐŚĂĚĚŝƚŝŽŶĂůǀĞŚŝĐůĞ ΨϰϮ͘Ϯϱ ƉĞƌǀĞŚŝĐůĞ
ĞͿDŽƚŽƌƐĐŽŽƚĞƌƐ
ŝͿ&ŽƌƚŚĞĨŝƌƐƚĨŝǀĞƐĐŽŽƚĞƌƐ ΨϮϭϵ͘ϬϬ
ŝŝͿ
ĂĐŚĂĚĚŝƚŝŽŶĂůƐĐŽŽƚĞƌŝŶĞǆĐĞƐƐŽĨϱƐĐŽŽƚĞƌƐ ΨϭϬ͘ϬϬ
ϮϮ EĞǁĂŶĚƵƐĞĚĐĂƌƐĂůĞƐ͕ĂůŝĐĞŶƐĞǁŚŝĐŚĂůƐŽĂƵƚŚŽƌŝǌĞƐƚŚĞ ŚŽůĚĞƌƚŽƌĞƉĂŝƌƐƵĐŚǀĞŚŝĐůĞƐĂŶĚƐĞůůŵŽƚŽƌǀĞŚŝĐůĞƉĂƌƚƐĂŶĚ ĂĐĐĞƐƐŽƌŝĞƐ
ΨϯϮϵ͘Ϯϱ
Ϯϯ sĞŶĚŝŶŐŵĂĐŚŝŶĞƐ
ĂͿDĞƌĐŚĂŶĚŝƐĞĚŝƐƉĞŶƐŝŶŐ ΨϰϮ͘Ϯϱ
ďͿ:ƵŬĞďŽǆ͕ĂŵƵƐĞŵĞŶƚ͕ĞůĞĐƚƌŽŶŝĐŐĂŵĞƐĂŶĚƉŝŶďĂůů
ŵĂĐŚŝŶĞƐ
Ψϲϯ͘ϬϬ
ĐͿWŚŽƚŽŐƌĂƉŚŝĐĂŶĚǀŽŝĐĞƌĞĐŽƌĚŝŶŐŵĂĐŚŝŶĞ
ŝͿ&ŽƌƚŚĞĨŝƌƐƚĨŝǀĞŵĂĐŚŝŶĞƐ ΨϮϭϵ͘ϬϬ
ŝŝͿ
ĂĐŚĂĚĚŝƚŝŽŶĂůŵĂĐŚŝŶĞŝŶĞǆĐĞƐƐŽĨϱŵĂĐŚŝŶĞƐ Ψϰϭ͘Ϯϱ
Ϯϰ tƌĞƐƚůŝŶŐ Ψϭ͕ϯϭϰ͘ϬϬ
Ϯϱ ŽƵŶƚƌǇůƵďŐŽůĨĐŽƵƌƐĞƐ ΨϬ͘ϰϬ ƉĞƌΨϭ͕ϬϬϬŽĨƚŽƚĂůŐƌŽƐƐ ƌĞĐĞŝƉƚƐ
Ϯϲ DĂŶƵĨĂĐƚƵƌŝŶŐ ΨϬ͘ϰϬ ƉĞƌΨϭ͕ϬϬϬŽĨƚŽƚĂůŐƌŽƐƐ
ƌĞĐĞŝƉƚƐ
΀ď΁
Ϯϳ DĂƐƐĂŐĞĞƐƚĂďůŝƐŚŵĞŶƚ ΨϮϭϵ͘ϬϬ
Ϯϴ DĂƐƐĂŐĞdĞĐŚŶŝĐŝĂŶ ΨϭϬϵ͘ϱϬ
Ϯϵ KŶĞĂǇ^ƉĞĐŝĂů
ǀĞŶƚWĞƌŵŝƚ ΨϮϱ͘ϬϬ
ϯϬ ,ŽŵĞKĐĐƵƉĂƚŝŽŶͬŽƚƚĂŐĞ&ŽŽĚ/ŶĚƵƐƚƌǇWĞƌŵŝƚ ΨϮϭϵ͘ϬϬ ΀Đ΁ ϯϭ
ǆƉĞĚŝƚĞĚƵƐŝŶĞƐƐ>ŝĐĞŶƐĞWƌŽĐĞƐƐŝŶŐ Ψϳϱ͘ϬϬ
ϯϮ
ǆĞŵƉƚ;ŶŶƵĂůůǇͿĂŶĚƵƐŝŶĞƐƐ>ŝĐĞŶƐĞWƌŽĐĞƐƐŝŶŐ ΨϮϱ͘ϬϬ 378
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
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΀Ă΁
ĂĐŚƵƐŝŶĞƐƐ>ŝĐĞŶƐĞŝƐƐƵďũĞĐƚƚŽĂŶĂĚĚŝƚŝŽŶĂů^ƚĂƚĞͲŵĂŶĚĂƚĞĚĨĞĞŽĨΨϰǁŚŝĐŚŵƵƐƚďĞĐŽůůĞĐƚĞĚďǇƚŚĞŝƚǇ͘ ΀ď΁/ŶĐůƵĚĞƐĞǀĞƌǇƉĞƌƐŽŶ͕Ĩŝƌŵ͕ĐŽƌƉŽƌĂƚŝŽŶ͕ĨŝƌŵŽƌƉĂƌƚŶĞƌƐŚŝƉ͕ŵĂŶƵĨĂĐƚƵƌŝŶŐ͕ƉƌŽĐĞƐƐŝŶŐ͕ĨĂďƌŝĐĂƚŝŶŐ͕ĚĞƐŝŐŶŝŶŐ͕ĞŶŐŝŶĞĞƌŝŶŐĂŶĚƉƌŽĚƵĐƚ͕ ĐŽŵŵŽĚŝƚǇ͕ĂŝƌƉůĂŶĞ͕ƐŚŝƉ͕ƐĞůůŝŶŐĂŶǇƐƵĐŚƉƌŽĚƵĐƚĂƚǁŚŽůĞƐĂůĞŽƌƚŽũŽďďĞƌƐ͕ŽƌƐĞůůŝŶŐĂŶǇƐƵĐŚƉƌŽĚƵĐƚĂƚƌĞƚĂŝů͕ŽƌƐĞůůŝŶŐĂŶǇƐƵĐŚƉƌŽĚƵĐƚ ĂƚƌĞƚĂŝů͕ŽƌƐĞůůŝŶŐĂŶǇƐƵĐŚƉƌŽĚƵĐƚĂƚďŽƚŚǁŚŽůĞƐĂůĞĂŶĚĂƚƌĞƚĂŝů͕ŽƌĂŶǇĂŶĚĞǀĞƌǇƉĞƌƐŽŶĐŽŶƚƌĂĐƚŝŶŐĨŽƌŽƌĂŐƌĞĞŝŶŐƚŽŵĂŶƵĨĂĐƚƵƌĞ͕ ƉƌŽĐĞƐƐ͕ĨĂďƌŝĐĂƚĞ͕ĚĞƐŝŐŶŽƌĞŶŐŝŶĞĞƌƉƌŽĚƵĐƚ͕ĐŽŵŵŽĚŝƚǇ͕ĂŝƌƉůĂŶĞ͕ƐŚŝƉ͕ŵĂĐŚŝŶĞ͕ǀĞŚŝĐůĞ͕ŝŶƐƚƌƵŵĞŶƚĂůŝƚǇ͕ƚŽŽůŽƌŽƚŚĞƌƚŚŝŶŐĨŽƌĨĞĞ͕ĐŚĂƌŐĞ͕ ǀĂůƵĂďůĞĐŽŶƐŝĚĞƌĂƚŝŽŶ͕ŽƌŽƚŚĞƌǁŝƐĞĂŐƌĞĞĚƵƉŽŶ
ƐƵŵŽĨŵŽŶĞǇ͘
΀Đ΁^ĞŶŝŽƌŝƚŝǌĞŶĞǆĐĞƉƚŝŽŶ͗ůůƉĞƌƐŽŶƐϲϱĂŶĚŽǀĞƌĞŶŐĂŐĞĚŝŶĂŶǇŚŽŵĞŽĐĐƵƉĂƚŝŽŶƐŚĂůůƉĂǇϱϬйŽĨƚŚĞĂŶŶƵĂůĨůĂƚƌĂƚĞƚĂǆŝŶƚŚĞĨŝƌƐƚǇĞĂƌ͘ /ŶƐƵďƐĞƋƵĞŶƚǇĞĂƌƐ͕ƉƌŽǀŝĚĞĚƚŚĂƚƚŚĞĂŶŶƵĂůŝŶĐŽŵĞĚĞƌŝǀĞĚĨƌŽŵƐƵĐŚŚŽŵĞŽĐĐƵƉĂƚŝŽŶĚŽĞƐŶŽƚĞǆĐĞĞĚΨϭϬ͕ϬϬϬŝŶĂŶǇĐĂůĞŶĚĂƌǇĞĂƌ͕ƚŚĞ ůŝĐĞŶƐĞĞƐŚĂůůďĞĞǆĞŵƉƚĨƌŽŵƉĂǇŝŶŐƚŚĞĂŶŶƵĂůĨůĂƚƚĂǆƌĂƚĞďƵƚǁŝůůďĞƐƵďũĞĐƚƚŽƚŚĞ ǆĞŵƉƚƵƐŝŶĞƐƐ>ŝĐĞŶƐĞWƌŽĐĞƐƐŝŶŐĨĞĞ͘/ŶŽƌĚĞƌƚŽ
ƋƵĂůŝĨǇĨŽƌƚŚŝƐƌĞĚƵĐĞĚƌĂƚĞ͕ůŝĐĞŶƐĞĞƐƐŚĂůůƐƵďŵŝƚĂĐŽƉǇŽĨƚŚĞŝƌŵŽƐƚƌĞĐĞŶƚƚĂǆƌĞƚƵƌŶƚŽƐƵďƐƚĂŶƚŝĂƚĞƚŚĂƚƚŚĞĂŶŶƵĂůŝŶĐŽŵĞĚĞƌŝǀĞĚĨƌŽŵ ƚŚĞŚŽŵĞŽĐĐƵƉĂƚŝŽŶĚŽĞƐŶŽƚĞǆĐĞĞĚΨϭϬ͕ϬϬϬƉĞƌǇĞĂƌ͘
379
ŝƚǇŽĨ^ĞĂůĞĂĐŚ
E
t^Z<^
&ĞĞ ŚĂƌŐĞĂƐŝƐ EŽƚĞ
ϭ EĞǁƐZĂĐŬWĞƌŵŝƚʹEŽŶͲ>ŽƚƚĞƌǇ>ŽĐĂƚŝŽŶƐ Ψϳϱ ĞǀĞƌǇϯǇĞĂƌƐ Ϯ EĞǁƐZĂĐŬWĞƌŵŝƚʹ>ŽƚƚĞƌǇ>ŽĐĂƚŝŽŶƐ Ψϭϭϱ ĞǀĞƌǇϯǇĞĂƌƐ ϯ EĞǁƐZĂĐŬ^ƵŵŵĂƌŝůǇ/ŵƉŽƵŶĚ ΨϭϮϲ ĞǀĞƌǇϯǇĞĂƌƐ
ϰ EĞǁƐZĂĐŬEŽŶͲ^ƵŵŵĂƌŝůǇ/ŵƉŽƵŶĚ Ψϲϰ ĞǀĞƌǇϯǇĞĂƌƐ
ϱ EĞǁƐZĂĐŬEŽŶͲ^ƵŵŵĂƌŝůǇ/ŵƉŽƵŶĚĂĨƚĞƌZĞƋƵŝƌĞĚ ΨϭϬϱ ĞǀĞƌǇϯǇĞĂƌƐ ĐƚŝǀŝƚǇĞƐĐƌŝƉƚŝŽŶ
380
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381

Agenda Item I

AGENDA STAFF REPORT
DATE: June 12, 2023
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Iris Lee, Director of Public Works
SUBJECT: Ratifying Expenditures Related to the Facility Lease to Beach House at the River, LLC
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7415:

1. Ratifying additional expenditures made by the City related to the Facility Lease with Beach House at the River, LLC in the amount of $59,171.36; and,

2. Allocating $30,000 to CIP BG1808 for continued obligations contested under Facility Lease with Beach House at the River, LLC; and,

3. Approving Budget Amendment #BA 23-12-01 in the amount of $90,000.

BACKGROUND AND ANALYSIS:

On March 12, 2018, the City entered into a Facility Lease with Bay City, LLC for the property located at 15 First Street. Bay City, LLC has since assigned its interest in the Facility Lease to Beach House at the River, LLC, which entered into the First Amendment to Lease on January 27, 2020 (“Lease”). Amongst the various terms stipulated in the Lease are the City’s and Tenant’s respective responsibilities.

Electrical Equipment
The Lease provides for Base Building Work the City is responsible for, which includes new electrical equipment to support the facility’s use. On July 22, 2022, City Council adopted Resolution 7316 authorizing expenditures up to $95,648.45 to install the electrical equipment. Beach House’s on-site construction needed electrical power above and beyond what their temporary power supply could provide. As such, the City rented a generator to facilitate the tenant improvement needs until permanent power was established. Given the issues with the Tenant’s private electrical wiring, permanent power was not timely established; therefore, the generator was rented for a longer time period than originally anticipated to

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complete the project. Notification was provided to Beach House that costs related to the generator rental and fueling as a result of Beach House’s delay would be borne by Beach House.

Cost associated with both permanent and temporary electrical power totals $154,819.81, which is $59,171.36 above the budgeted amount.

Additional Services
City staff anticipates that additional services in and around the Beach House premises may be required over the next year. Some of the issues involve contested matters involving the Facility Lease, and staff will explore opportunities to recover such costs. As such, staff is recommending allocating $30,000 to CIP BG1808 1st Street Restaurant to cover interim operation expenditures.

ENVIRONMENTAL IMPACT:

This Project complies with all requirements of the California Environmental Quality Act (CEQA) and is categorically exempt under Section 15301 Subsection (a) as the Project involves alternations of an existing facility with no expansion of use.

LEGAL ANALYSIS:

The City Attorney has approved the resolution as to form.

FINANCIAL IMPACT:

Budget Amendment BA #23-12-01 will allocate $90,000 from the General Fund reserve.

Description Account Revised/Adopted
Budget
Proposed
Budget
Budget (diff)
Amendment
Capital Improvements 301-500-0333-55000 $ 4,308,725 $ 4,398,725 $ 90,000 Transfer In - CIP 301-000-0000-49100 $ 4,308,725 $ 4,398,725 $ 90,000 Transfer Out - CIP 101-150-0080-59100 $ 4,308,725 $ 4,398,725 $ 90,000 STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7415:

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1. Ratifying additional expenditures made by the City related to the Facility Lease with Beach House at the River, LLC in the amount of $59,171.36; and,

2. Allocating $30,000 to CIP BG1808 for continued obligations contested under Facility Lease with Beach House at the River, LLC; and,

3. Approving Budget Amendment #BA 23-12-01 in the amount of $90,000.

SUBMITTED BY: NOTED AND APPROVED:

Iris Lee Jill R. Ingram
Iris Lee, Director of Public Works Jill R. Ingram, City Manager ATTACHMENTS:

A. Resolution 7415
RESOLUTION 7415

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

RATIFYING EXPENDITURES RELATED TO THE

FACILITY LEASE WITH BEACH HOUSE AT THE
RIVER, LLC.

WHEREAS, on March 12, 2018, the City entered into a Facility Lease with Bay City, LLC for the property located at 15 First Street (“Lease”); and, WHEREAS, Bay City LLC, assigned its interest in the Facility Lease to Beach House at the River, LLC (“Beach House”); and,
WHEREAS, on January 27, 2020, the City entered into the First Amendment to Lease with Beach House at the River, LLC; and,
WHEREAS, in accordance with the Lease, the City performed the Base Bid Work described in Exhibit B of the Lease; and,
WHEREAS, additional work beyond the Base Bid Work was performed in light of the Beach House’s construction schedule and other delays; and, WHEREAS, the City has incurred additional expenditures beyond the Base Bid Work; and,
WHEREAS, the City will seek to recover applicable expenditures from the Beach House.

NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE:

Section 1. The City Council hereby ratifies additional expenditures made by the City related to the Facility Lease with Beach House at the River, LLC in the amount of $59,171.36.

Section 2. The City Council hereby allocates $30,000 to CIP BG1808 to continue payment obligations contested under Facility Lease with Beach House at the River, LLC.

Section 3. The City Council hereby approves Budget Amendment #BA 23-12- 01 allocating $90,000 from the General Fund as follows:

AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members

Thomas Moore, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7415 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 12th day of June 2023.

Gloria D. Harper, City Clerk
Agenda Item J

AGENDA STAFF REPORT
DATE: June 12, 2023
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Iris Lee, Director of Public Works
SUBJECT: Awarding and Authorizing Execution of a Professional Services Agreement with Raftelis Financial Consultants, Inc. for Water and Wastewater Financial Planning Services ________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7416:

1. Awarding a Professional Services Agreement to Raftelis Financial Consultants, Inc. in a not-to-exceed amount of $82,415 to provide Water and Wastewater Financial Planning Services; and,

2. Authorizing and directing the City Manager to execute the Agreement; and,

3. Authorizing the City Manager to approve additional work requests up to the total amount of $5,000 in connection with the Project.

BACKGROUND AND ANALYSIS:

The City’s water and sewer utilities are funded entirely by fees collected through adopted water and sewer service charges (“Enterprise Funds”). The rates that customers pay on their utility bill must fund all operating costs, capital improvements, and reserves. Water and sewer rates must be periodically reviewed to ensure rates are set to provide adequate revenue. These studies are performed in accordance with Proposition 218 requirements.

On February 22, 2021, the City Council adopted Resolutions 7114 and 7115 adjusting the water and sewer rates, respectively. Recent assessments of the current financial plan suggests that additional revenue increases are needed, and is likely due to a combination of the following factors:

1. Decreased water sales with recent drought and 2023 winter storms;

2. Low inflation factors used to project the current rate structure’s expenditures;

3. Increased water purchasing costs;

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4. Increased operating and capital expenditures due to labor and material shortages and overall pricing increases;

5. Depletion of cash reserves due to capital spending that was originally slated to be funded through bond proceeds; and,

6. COVID-19 pandemic general impacts.

As Raftelis Financial Consultants, Inc. (“Raftelis”) conducted the 2021 rate study and is most familiar with the water and wastewater rate models, staff solicited a proposal from Raftelis to provide a water and wastewater financial plan update for the respective utility rates. Raftelis’ proposal is in a not-to-exceed amount of $82,415. Their scope of work generally includes:
• Project Management
• Water and Wastewater Financial Planning
• Public Outreach and Public Hearing
• Proposition 218 Public Notice Preparation
Given the rate study’s complexity, staff recommends authorizing the City Manager to approve additional work requests up to $5,000 to avoid delay in resolving any unforeseen urgent issues.

ENVIRONMENTAL IMPACT:

This item is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Section 15061(b)(3) of the state CEQA Guidelines because it can be seen with certainty that approval of a professional services agreement with Raftelis Financial Consultants, Inc. and will not have a significant effect on the environment.

LEGAL ANALYSIS:

The City Attorney has approved the agreement and resolution as to form.

FINANCIAL IMPACT:

Cost associated with Raftelis’ agreement will be expensed from the Water and Sewer operation funds. Sufficient funding for this item is available in the current FY 2022-23 and adopted FY 2023-24 budgets.

CIP Project Amount
Water Operations & Maintenance $ 41,207.50
Sewer Operations & Maintenance 41,207.50
Contingency – Water 2,500.00
Contingency - Sewer 2,500.00
Total $ 87,415.00

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STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7416:

1. Awarding a Professional Services Agreement to Raftelis Financial Consultants, Inc. in a not-to-exceed amount of $82,415 to provide Water and Wastewater Financial Planning Services; and,

2. Authorizing and directing the City Manager to execute the Agreement; and,

3. Authorizing the City Manager to approve additional work requests up to the total amount of $5,000 in connection with the Project.

SUBMITTED BY: NOTED AND APPROVED:

Iris Lee Jill R. Ingram
Iris Lee, Director of Public Works Jill R. Ingram, City Manager ATTACHMENTS:

A. Resolution 7416
B. Agreement with Raftelis Financial Consultants, Inc.

RESOLUTION 7416

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL

AWARDING AND AUTHORIZING THE CITY MANAGER TO

EXECUTE A PROFESSIONAL SERVICES AGREEMENT
WITH RAFTELIS FINANCIAL CONSULTANTS, INC. TO

PROVIDE WATER AND WASTEWATER FINANCIAL

PLANNING SERVICES
WHEREAS, the City owns and operates a water system and wastewater system; and, WHEREAS, the water and wastewater systems are funded by utility rate-generated revenues; and,
WHEREAS, the water and wastewater utility rates must be periodically reviewed to ensure they are properly set to fund operations and capital needs; and, WHEREAS, recent climate conditions, material and labor shortages, and the COVID-19 pandemic have significantly impacted revenue and expenditures; and, WHEREAS, pursuant to the Seal Beach City Charter, Seal Beach Municipal Code Chapter 3.20 establishes a central purchasing system including procedures for competitive bidding and exemptions from competitive bidding; and, WHEREAS, Seal Beach Municipal Code Section 3.20.025(C) provides for an exemption from competitive bidding requirements for purchases of professional services, including without limitation, architectural services; bond services; election services; engineering services; insurance services; legal services; public relations services; real estate services; and solid waste disposal services; and,
WHEREAS, the City desires to retain a consultant to provide water and wastewater financial planning services to update the City’s water and wastewater utility rates (“Project”); and,
WHEREAS, on May 30, 2023, Raftelis Financial Consultants, Inc. (“Raftelis”) submitted a proposal to provide for the Project; and,
WHEREAS, Raftelis is a qualified firm and has previously conducted the 2021 water and wastewater utility rate study.

NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE:

Section 1. The City Council hereby awards a Professional Services Agreement (“Agreement”) to Raftelis Financial Consultants, Inc. in a not-to-exceed amount of $82,415 to provide water and wastewater financial planning services.

Section 2. The City Council hereby authorizes the City Manager to approve additional work payment requests in connection with the Project in the cumulative not-to-exceed amount of $5,000.

Section 3. The City Council hereby authorizes and directs the City Manager to execute the Agreement on behalf of the City.

PASSED, APPROVED and ADOPTED by the Seal Beach City Council at a regular meeting held on the 12th day of June, 2023 by the following vote:

AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members

Thomas Moore, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7416 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 12th day of June, 2023.

Gloria D. Harper, City Clerk

PROFESSIONAL SERVICES AGREEMENT
for
Water and Wastewater Financial Planning Services
between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
Raftelis Financial Consultants, Inc.
227 West Trade Street, Suite 1400
Charlotte, NC 28202
(704) 373-1199
This Professional Service Agreement (“the Agreement”) is made as of June 12, 2023 (the “Effective Date”), by and between Raftelis Financial Consultants, Inc. (“Consultant”), a North Carolina corporation, and the City of Seal Beach (“City”), a California charter city, (collectively, “the Parties”). 2 of 19

RECITALS
A. City desires certain professional water and wastewater financial planning services.

B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to retain Consultant as an independent contractor to provide professional water and wastewater financial planning services.

C. Consultant represents that the principal members of its firm are qualified professionals and are fully qualified to perform the professional services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees.

D. City desires to retain Consultant as an independent contractor and Consultant desires to serve City to perform those services in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows.

AGREEMENT

1.0 Scope of Services

1.1. Consultant shall provide those services (collectively “Services”) set forth in the Scope of Services attached hereto as Exhibit A and incorporated herein by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control.

1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City at the time and place the Services are performed.

1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law.

1.4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience,. The City relies upon the skill of Consultant, and Consultant’s staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant’s staff, shall perform the Services in such manner.

Consultant shall, at all times, meet or exceed any and all applicable professional 3 of 19
standards of care. The acceptance of Consultant’s work by the City shall not operate as a release of Consultant from such standard of care and workmanship.

1.5. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization.

2.0 Term

2.1. The term of this Agreement shall commence on June 12, 2023, and shall remain in full force and effect until June 30, 2024, unless sooner terminated as provided in Section 5.0 of this Agreement.

3.0 Consultant’s Compensation

3.1. City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for the Services but in no event will the City pay more than the total not-to-exceed amount of $82,415.00 (Eight Two Thousand Four Hundred Fifteen dollars and 00/100) for the Term.

4.0 Method of Payment

4.1. Consultant shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the Services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant’s invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant.

4.2. Upon 24-hour notice from City, Consultant shall allow City or City’s agents or representatives to inspect at Consultant’s offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City’s rights under this Section 4.2 shall survive for three (3) years following the termination of this Agreement.
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5.0 Termination

5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination.

5.2. This Agreement may be terminated by City upon 10 days’ notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy.

6.0 Party Representatives

6.1. The City Manager is the City’s representative for purposes of this Agreement.

6.2. Steve Gagnon is the Consultant's primary representative for purposes of this Agreement. Steve Gagnon shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld.

7.0 Notices

7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses:

To City: City of Seal Beach
211-8th Street
Seal Beach, California 90740
Attn: City Manager
To Consultant: Raftelis Financial Consultants, Inc.
227 West Trade Street
Charlotte, NC 28202
Attn: Steve Gagnon

7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

8.0 Permits and Licenses
Consultant and all of Consultant’s employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and 5 of 19
certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code.

9.0 Independent Contractor

9.1. Consultant is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant’s employees or other personnel under Consultant’s supervision. Consultant will determine the means, methods, and details by which Consultant’s employees and other personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards.

9.2. All of Consultant’s employees and other personnel performing any of the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant and Consultant’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Consultant’s personnel. Consultant’s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant’s personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant’s choice, except (1) as otherwise required for the performance of Services on City real property, vehicles or equipment; (2) as otherwise may from time to time be necessary in order for Consultant’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant’s performance of any Services under this Agreement, or (3) as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant’s personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement.

9.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant’s personnel in connection with their performance of any Services under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and 6 of 19
subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

9.4. Consultant shall indemnify and hold harmless City and its elected and appointed officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from liability, damages, claims, costs and expenses to the extent caused by Consultant’s personnel practices. or to the extent arising from, caused by or relating to the violation by Consultant of any of the provisions of this Section 9.0.

In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. .

10.0 PERS Compliance and Indemnification

10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees’ Retirement Law (“PERL”), commencing at Government Code § 20000, as amended by the Public Employees’ Pension Reform Act of 2013 (“PEPRA”),. and the regulations of PERS. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations.

10.2. Indemnification. Consultant shall defend indemnify and hold harmless City, and its City and its elected and appointed officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant’s violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Consultant’s duty to defend, indemnify and hold 7 of 19
harmless as set forth in any other provision of this Agreement. Consultant’s indemnification and obligations under this Section shall survive the expiration or termination of this Agreement.

11.0 Confidentiality

11.1. Consultant covenants that all data, reports, documents, surveys, studies, drawings, plans, maps, models, photographs, images, video files, media, discussion, or other information (collectively “Data & Documents”) developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Consultant, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives City notice of such court order or subpoena.

11.2. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City’s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.

11.3. Consultant’s covenants under this Section shall survive the termination or expiration of this Agreement.

12.0 Ownership of Documents and Work Product

12.1. All Data & Documents shall be and remain the property of City without restriction or limitation upon its use, duplication or dissemination by City.

All Data & Documents shall be considered “works made for hire,” and all Data & Documents and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City. Consultant shall not obtain or attempt to obtain copyright protection as to any Data & Documents. 8 of 19

12.2. Consultant hereby assigns to City all ownership and any and all intellectual property rights to the Data & Documents that are not otherwise vested in City pursuant to the paragraph directly above this one.

12.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Written Products produced under this Agreement, and that City has full legal title to and the right to reproduce the Data & Documents. Consultant shall defend, indemnify and hold City, and its elected and appointed officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City’s use of any of the Data & Documents is violating federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions.

Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Data & Documents produced under this Agreement. In the event the use of any of the Written Products or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (1) secure for City the right to continue using the Data & Documents and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Data & Documents and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. These covenants shall survive the expiration and/or termination of this Agreement.

12.4. Upon expiration or termination of the Agreement, Consultant shall deliver to City all Data & Documents and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Consultant prepares a document on a computer, Consultant shall provide City with said document both in a printed format and in an electronic format that is acceptable to City.

13.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors.

14.0 Prohibition Against Assignment or Delegation
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Consultant shall not assign any of its rights or delegate any of its duties under this Agreement, either in whole or in part, without City’s prior written consent. Any purported assignment or delegation in violation of this Section shall be void and without effect, and shall entitle City to terminate this Agreement. As used in this Section, “assignment” and “delegation” means any sale, gift, pledge, hypothecation, encumbrance or other transfer of all or any portion of the rights, obligations, or liabilities in or arising from this Agreement to any person or entity, whether by operation of law or otherwise, and regardless of the legal form of the transaction in which the attempted transfer occurs.

15.0 Inspection and Audit of Records
Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with access to such records without charge, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later.

City’s rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later.

16.0 Safety Requirements
All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and other applicable state and federal laws. City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services.

Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor.
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17.0 Insurance

17.1. General Requirements. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section.

17.2. Minimum Scope and Limits of Insurance. Consultant shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows:

17.2.1. Commercial General Liability Insurance: Consultant shall maintain limits no less than $2,000,000 per occurrence for bodily injury, personal injury and property damage; and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit: Coverage shall be at least as broad as the latest version of Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). If Consultant is a limited liability company, the commercial general liability coverage shall be amended so that Consultant and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds;

17.2.2. Automobile Liability Insurance: Consultant shall maintain limits no less than $1,000,000 per accident for bodily injury and property damage. Coverage shall be at least as broad as Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto).

17.2.3. Workers’ Compensation Insurance in the amount required by law; and Employer’s Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease;

17.2.4. Professional Liability (or Errors and Omissions) Liability, with minimum limits of $1,000,000 per claim/aggregate. If a “claims made” policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years.

17.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 11 of 19

17.4. Additional Insured.

17.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents acting as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work.

17.4.2. For automobile liability, City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible.

17.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies.

17.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, designated volunteers, and those City agents serving as independent contractors in the role of City officials;

17.6. Primary and Non-Contributing. Coverage shall be primary insurance as respects the City, its elected and appointed officials, officers, employees, agents, designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its elected and appointed officials, officers, employees, agents. designated volunteers designated volunteers and agents serving as independent contractors in the role of City officials, shall be excess of the Consultant's insurance and shall not be called upon to contribute with it;

17.7. Separation of Insureds. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. 12 of 19

17.8. Deductibles and Self-Insured Retentions. Any deductibles or selfinsured retentions shall be declared to and approved by City. Consultant guarantees that, at the option of City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials; or (2) Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

17.9. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer’s right of subrogation against City and its elected and appointed officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. Consultant hereby waives all rights of subrogation against City.

17.10. City Remedy for Noncompliance. If Consultant does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Consultant’s policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Consultant’s expense, the premium thereon. Consultant shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Consultant.

17.11. Evidence of Insurance. Prior to the performance of Services under this Agreement, Consultant shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Consultant may provide complete, certified copies of all required insurance policies to City. Consultant shall maintain current endorsements on file with City’s Risk Manager. All certificates and endorsements shall be received and approved by the City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Consultant shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Consultant shall furnish such proof at least two weeks prior to the expiration of the coverages.

17.12. Indemnity Requirements Not Limiting. Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duty to indemnify City under Section 18.0. 13 of 19

17.13. Broader Coverage/Higher Limits. If Consultant maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

17.14. Subcontractor Insurance Requirements. Consultant shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section.

18.0 Indemnification, Hold Harmless, and Duty to Defend

18.1. Indemnities.

18.1.1. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City and its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees” in this Section 18.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens and losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the negligent acts or omissions or willful misconduct of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel approved by City, whose approval shall not be unreasonably withheld, and shall pay all costs and expenses, including all attorneys’ fees and experts’ costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith.

18.1.2. Consultant shall indemnify and hold harmless City in accordance with Sections 9.0 and 10.0.

18.2. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from 14 of 19
each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Liabilities in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Liabilities arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties.

18.3. Workers’ Compensation Acts Not Limiting. Consultant’s indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officers, officials, agents, employees, designated volunteers and those City agents serving as independent contractors in the role of City officials.

18.4. Insurance Requirements Not Limiting. City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The indemnities and obligations in this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the Liabilities asserted against City or any of the other Indemnitees.

18.5. Survival of Terms. Consultant’s indemnifications and obligations under this Section 18.0 shall survive the expiration or termination of this Agreement.

19.0 Non-Discrimination and Equal Employment Opportunity Consultant affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, or any other basis prohibited by law. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, 15 of 19
ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation, or any other basis prohibited by law.

20.0 Labor Certification
By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

21.0 Prevailing Wage and Payroll Records
To the extent that this Agreement calls for services that, in whole or in part, constitute “public works” as defined in the California Labor Code, Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit B, attached hereto and incorporated by reference herein.

22.0 Entire Agreement
This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties.

23.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.

24.0 Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Any dispute that arises under or relates to this Agreement (whether contract, tort or both) shall be resolved in a superior court with geographic jurisdiction over the City of Seal Beach.

25.0 No Third Party Beneficiaries
This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement.
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26.0 Waiver
No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (1) effective unless it is in writing and signed by the Party making the waiver, (2) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (3) deemed to constitute a continuing waiver unless the writing expressly so states.

27.0 Prohibited Interests; Conflict of Interest

27.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services.

Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained.

27.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift.

27.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section.

28.0 Final Payment Acceptance Constitutes Release
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The acceptance by Consultant of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for anything done, furnished or relating to Consultant’s work or services. Acceptance of payment shall be any negotiation of City’s check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, subcontractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.

29.0 Corrections
In addition to the indemnification obligations set forth above, Consultant shall correct, at its expense, all errors in the work which may be disclosed during City’s review of Consultant’s report or plans. Should Consultant fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Consultant. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Consultant under this Agreement up to the amount of the cost of correction.

30.0 Non-Appropriation of Funds
Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant’s Services beyond the current fiscal year, this Agreement shall cover payment for Consultant’s Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.

31.0 Mutual Cooperation

31.1. City’s Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant’s proper performance of the Services required under this Agreement.

31.2. Consultant’s Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.

32.0 Time of the Essence
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Time is of the essence in respect to all provisions of this Agreement that specify a time for performance; provided, however, that the foregoing shall not be construed to limit or deprive a Party of the benefits of any grace or use period allowed in this Agreement.

33.0 Attorneys' Fees
If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys’ fees and other costs incurred in connection therewith.

34.0 Exhibits
All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control.

35.0 Corporate Authority
The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement.

EXHIBIT A
Consultant’s Scope of Services
RAFTELIS 1
445 S. Figueroa Street, Suite 1925, Los Angeles, CA 90071 www.raftelis.com
May 30, 2023
Ms. Iris Lee
Public Works Director
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
Subject: Water and Wastewater Financial Plan
Dear Mrs. Lee,
Raftelis is pleased to submit this proposal for a water and wastewater financial plan. A financial plan is the first half of a rate study. The goal of a financial plan is to assess if your future expected revenue is sufficient to meet expenses over the next 5 to 10 years. We project expenses which include operating, capital, debt, and reserve funding expenses. Capital expenses may be funded through cash and/or debt. We also plan for reserves. If revenue is not sufficient, the financial plan proposes a series of revenue increases to meet expenses and reserve targets.

As we discussed, we will not perform a cost-of-service study. A cost of service study allocates the City’s revenue requirements to each customer class. A cost-of-service study was performed in the 2021 rate study and we can use the resulting rate structure from this study. Therefore, if our financial plan identifies a need for 10% additional revenue, we will increase all current rates by 10% to yield the additional required revenue.

This letter proposal includes a scope of work. I will be the project manager assisted by a member of our financial consulting staff, and Gina DePinto, APR, who will lead the outreach efforts. Should you have any questions, please contact me using the contact information below.

Sincerely,
Steve Gagnon, PE (AZ)
Vice President
P: 714 351 2013
E: [email protected]
RAFTELIS 2
Scope of Services
Task 1: Project Management, Kick-off Meeting, QA/QC, Data Collection and Communication Check-in Meetings
Note: We have assumed that staff meetings are virtual and City Council Meetings are in person.

The kick-off meeting is used to perform our due diligence. As part of the kick-off meeting, Raftelis will:

1. Discuss any items that you think may affect the City’s future financial health such as:
o large CIP projects
o changes in revenue or expenses
o changes in tax revenue
o Inflation and the projection of future expenses including water purchase costs.

2. Identify objectives for the study.

3. Discuss the state of reserves and financial policies.

4. Discuss any data gaps or questions.

5. Review the schedule.

This task also includes general project management, correspondence, billing, QA/QC, and data collection. Raftelis will prepare a data request and start preparing the financial model before the kick-off meeting.

The time and cost associated with quality assurance/quality control (QA/QC) is also included in this task and includes a QA/QC review by a Sr. Analyst who is not involved with the project to review calculations and critique the approach.

For the communications and outreach planning and implementation tasks over several months or longer, we typically schedule biweekly virtual check-in meetings of 30 minutes, so we are in regular touch about what we’ve learned, what we’re doing, and whether anything about communications and outreach efforts needs to change.

MEETINGS
Kick-off meeting (in person)
30-minute virtual check-in meetings (16 each virtual) primarily for communications and outreach tasks (Tasks 6-9)

DELIVERABLES
Data Request List

Task 2: Water and Wastewater Financial Plan
The financial plan assesses each utility’s financial condition and suggests revenue adjustments to ensure long-term fiscal sustainability. We will analyze the prior financial plan and compare it to the proposed financial plan to assess why additional revenue increases are needed. It is likely a combination of the following factors:
1) Decreased water sales with the prior year drought and heavy rains in early 2023. 2) Low inflation factors used to project expenses.
3) Increased OCWD wholesale rates.
4) Higher capital expenses than projected.
5) Depletion of cash reserves due to capital spending that was originally planned to be funded through bond proceeds.
6) Any other factors that increased expenses beyond those anticipated in the prior financial plan.

RAFTELIS 3
Raftelis will project expenses and revenue over a 10-year planning horizon. If desired, we can model two to three different financial plan scenarios reflecting different revenue adjustments based on capital investment and other expenses.

As part of the financial plan we review and discuss typical reserves for operating, capital, and if applicable rate stabilization and emergency purposes.

Our models include a dashboard with the following features:
 Flexibility to change assumptions such as water sales, CIP levels, debt issuance amounts, and revenue adjustments.
 Error flagging of results such as failure to meet debt coverage, unmet reserve targets, etc.  Sensitivity analyses that can be viewed instantaneously.

A sample model dashboard is shown below.

We’ve assumed two virtual staff presentations to review the financial plan, solicit staff feedback and incorporate it into the financial plan.

MEETINGS
Two webinars to discuss the financial plan

DELIVERABLES
Financial Plan Model in Microsoft Excel
Task 3: Three City Council Presentations
We propose an introductory Council presentation to explain the need for additional revenue. The second workshop will show the financial plan results and the additional revenue increases needed. We will describe all assumptions that will include anticipated revenue based on water sales, inflationary assumptions, and water purchase costs. We have included a third workshop, if needed, to incorporate City Council feedback from the second workshop.

Raftelis will develop
a customized
financial model that
incorporates a
dashboard to allow
you to easily run
scenarios and see the
impacts in real time.

Shown here is a
sample dashboard
that we developed
for another project.

RAFTELIS 4

MEETINGS
Three City Council workshops

DELIVERABLES
Presentation materials in PowerPoint
Task 4: Draft and Final Report Preparation
Raftelis will prepare draft and final reports. The report will describe the assumptions used in projecting revenue and expenses and the revenue adjustments needed to meet expenses and reserve targets.

MEETINGS
Webinar or phone conferences as needed to discuss the Report

DELIVERABLES
Draft and Final Reports
Task 5: Public Hearing Presentation
To adopt the rates, the City must present the rates to the public at a public hearing. Raftelis will prepare a presentation and present study results at the public hearing. Our Project Managers, myself included, do this often and are accustomed to answering questions from the Council and members of the public. We assume this meeting will be in person.

PLANNED MEETINGS:
 One public hearing presentation
DELIVERABLES:
 Public hearing presentation in PowerPoint.

Task 6: Community Meetings with Presentation
We will help the City go beyond communicating with its stakeholders to ensure it also engages with them, meaningfully, through the study process before decisions are made. We propose that Raftelis will help coordinate and present at two community meetings or open houses to inform the public about the need to adjust rates. These are separate from publicly noticed City Council meetings, workshops, and hearings. Open houses allow convenient, one-on-one communication with customers in a low conflict setting, ensuring that customers can get their questions answered and that City staff can benefit from community feedback. This process can be highly collaborative and iterative; the feedback we receive from key stakeholders will help guide the overall direction of the study and inform the methodologies and options ultimately selected for the final rate proposal. Our presentation will be reviewed by our communications staff who are experts at developing clear, compelling, and consistent messages that build awareness and support with stakeholders.

PLANNED MEETING(S):
 Web meetings as needed to discuss the messaging, meeting logistics, and presentation; two in-person community meetings or open houses
DELIVERABLE(S):
 Presentation in PowerPoint
 Develop promotional materials including digital and print event notices, invitations, social media content, a press release, and direct mail postcard (printing and postage are not included) RAFTELIS 5
o Recommend producing 8-10 graphic display/poster boards for use in the open houses o Logistical coordination and on-site facilitation of the open houses o Gathering feedback from participants
o Compiling a summary report of feedback
Task 7: Proposition 218 Public Notice Preparation
While requirements of Proposition 218 notifications are easy to satisfy, too many municipalities and utilities miss the opportunity to educate and inform ratepayers. Over the years, Raftelis has designed countless Proposition 218 notifications that go beyond the minimum dictated by statute to deliver visually appealing pieces that customers want to read. We will draft the content and match the City’s established brand guidelines to design custom graphics that support clear, positive messaging in the Notice. Once these arrive in mailboxes, customers will not only be properly notified but will understand the City’s needs and be more likely to support rate adjustments.

PLANNED MEETING(S):
 Web meetings as needed to discuss the public hearing notice DELIVERABLE(S):
 Draft notification language for the City’s legal counsel’s review/approval, designed notification with two rounds of revisions, and final press-ready PDF in English. As needed, the City will provide language translations to be included in the final designed Notice.

Task 8: Communication and Outreach Plan Development
As a first step in getting a comprehensive look at how we can build a strategy most effectively, Raftelis will conduct a two-hour in-person outreach kickoff meeting followed by a communications analysis to identify areas we can leverage.

It’s in our best interest to invite staff who participate in the City and Public Works Department communications assets to participate in the kickoff because we will review assets, obstacles, challenges, and opportunities with respect to communications and outreach to obtain a clear picture of your working environment and staff resources. We’ll amass your internal and external stakeholders, communication materials, channels, and programs and evaluate what’s working, or what may need a tweak. Doing so provides us with a foundation to build an effective plan.

From there, Raftelis will develop an outreach plan that includes the following components:

Situation analysis – this is a combination of internal research and input gathered in the kickoff workshop.

Stakeholder identification – stakeholder mapping is inserted into the plan to show how key stakeholders are connected to the communication process. It also identifies special population communication needs such as necessary translation services, or community communication preferences.

Communication channel identification - this section covers which communications channels will be used to reach stakeholders, such as the City’s website, social media, printed and electronic materials, bills, direct mail, newsletters, and other available opportunities.

Messaging platform – this provides messages about why rates are changing, how the results will be implemented, and potential impacts to customers for use in such materials as FAQs, infographics, website updates, bill inserts, etc.

Internal communication strategies – this section will provide guidance to ensure all City staff are aware of the rates study and feel prepared and empowered to answer questions about it or where to direct stakeholders for information.

Community engagement techniques – this section will identify the techniques we will recommend for community engagement to ensure key stakeholders from each customer group and the development community, potentially highly impacted customer groups, underrepresented populations, etc., all have an opportunity to provide input into decision making.

RAFTELIS 6
Traditional and social media strategies – this section will provide an approach to using local media and your social media platforms for reaching your community with information.

Materials – this section will identify materials we recommend that we can develop for you to help us communicate such as newsletters, fact sheets, brochures, flyers, webpages, and an explainer video of legal rates setting.

Success measures – this section will identify the outputs and outcomes we will use to measure project success.

Implementation plan – this section ensures the Outreach Plan is accessible, usable, and practical. It identifies roles, responsibilities, materials, activities, and their due dates. We will refer to this document during project update calls.

PLANNED MEETING(S):
 One in-person outreach kickoff meeting, two virtual meetings to review the draft Outreach Plan and receive feedback DELIVERABLE(S):
 Draft and Final Communications and Outreach Plan with message platform, FAQs, one press release, social media content
Task 9: Materials Development
Key messages developed as part of the Communications and Outreach Plan come to life when woven together into powerful communications pieces by Raftelis’ strategic communicators and professional graphic designers. Visual representation of proposed rate changes in an easy-to-understand and accessible format significantly improves customer understanding of rate structure changes that may impact customer bills. Raftelis can provide a suite of communications pieces to assist with communicating rate and rate structure changes in print, online, or in person.

Exact materials will be determined in consultation with you, with specific estimates provided before expending time and materials. As a rough estimate, a brochure or fact sheet averages around $1,500 each. A 2-minute explainer video is roughly $2,500-$5,000 depending on content and format (animation vs original b-roll, etc.). Generally, there are cost savings as more materials are produced using similar content and design.

PLANNED MEETING(S):
 Web meetings as needed to discuss materials development DELIVERABLE(S):
 Materials as requested
 As proposed, hours built in for design and development of 2-3 products RAFTELIS 7
Fee
Raftelis proposes to complete the scope of work outlined above on a time-and-materials basis for the fee shown below.

The following table shows our proposed fee based on our hourly rate and estimated hours. The fee shows an optional task for a communications and outreach plan and materials development.

PM CS SC GD Total

1. Project Management, Kick-off Meeting and
QA/QC, Communications Check-ins 16 1 14 14 10 38 $10,593

2. Water and Wastewater Financial Plan 2 24 56 80 $18,760

3. Three City Council Presentations 3 20 3 6 2 31 $9,449

4. Draft and Final Reports 10 34 44 $9,790

5. Public Hearing Presentation 1 8 4 2 14 $4,363

6. Community Meetings with Presentation 2 2 10 14 4 4 32 $8,826

7. Proposition 218 Public Notice Preparation 2 2 12 1 10 25 $5,825

8. Communication & Outreach Plan 2 1 1 30 6 37 $9,533
9: Materials Development 4 1 10 1 12 24 $5,275
28 8 90 87 114 34 325
$340 $260 $175 $160
$30,600 $22,620 $19,950 $73,170
$73,170
$9,245
$82,415
PM - Project Manager, Steve Gagnon, PE (AZ)
CS - Communications Staff, Gina DePinto, APR
SC - Staff Consultants
GD- Graphic Designer
Tasks
Virtual
Meetings
Number of
In-Person
Meetings
Total Fees &
Expenses
Total Fees
Total Expenses
Total Fees & Expenses
RAFTELIS 8
Schedule
A proposed schedule is shown below. It assumes that Raftelis will receive data by late July and that we will implement rates for January 2024.

EXHIBIT B

TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS

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

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

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

Consultant shall diligently take corrective action to halt or rectify any failure.

Agenda Item K

AGENDA STAFF REPORT
DATE: June 12, 2023
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Iris Lee, Director of Public Works
SUBJECT: Accepting Grant Funds and Authorizing Execution of an Agreement with the U.S. Department of Transportation
Federal Highway Administration Office of Safety for
Participation in the Safe Streets and Roads for All (SS4A) Grant Funding Program
________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7417 accepting an award of grant funds and authorizing the City Manager to execute an agreement with the U.S.

Department of Transportation (USDOT) Federal Highway Administration (FHWA) Office of Safety for participation in the Safe Streets and Roads for All (SS4A) Grant Funding Program for the City of Seal Beach Safety Action Plan.

BACKGROUND AND ANALYSIS:

A Safety Action Plan (SAP) is a comprehensive document used to identify, analyze and prioritize safety improvement projects in depth with the goal of eliminating a multitude of serious injuries and fatalities on local roadways. Utilizing patterns from the City’s recently completed Local Roadway Safety Plan (LRSP), which is based on citywide traffic collision data, a SAP will develop and design specific roadway safety capital improvements for the areas. SAP’s would generally allow an agency to apply for infrastructure project grants beyond what the LRSP can provide.

In May 2022, Public Works was made aware of the Safe Streets and Roads for All (SS4A) grant opportunity that would allow for the development of a comprehensive SAP for the City. On September 15, 2022, Public Works staff submitted a SS4A application and was subsequently selected as a grant recipient. The grant is in the amount of $250,000, of which $200,000 would be federal funding and $50,000 would be matching funds. Accordingly, the City must now enter into an agreement with USDOT FHWA.

Upon full agreement execution and FHWA authorization to proceed, staff will proceed with issuing a Request for Proposals (RFP) to retain technical consultants to prepare the SAP.

Page 2 ends

ENVIRONMENTAL IMPACT:

Approval of a resolution authorizing a grant agreement is not a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to Sections 15061(b)(3) and 15378(b)(4) of the state CEQA Guidelines because it can be seen with certainty that approval of grant agreement will not have a significant effect on the environment.

LEGAL ANALYSIS:

The City Attorney has approved the agreement and resolution as to form.

FINANCIAL IMPACT:

The grant is in the amount of $250,000, of which $200,000 will be federal funding and $50,000 will be matching funds. Matching funds will be expensed from the adopted Fiscal Year 2023-2024 Streets Maintenance and Operations account.

STRATEGIC PLAN:

This item is not applicable to the Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7417 accepting an award of grant funds and authorizing the City Manager to execute an agreement with the U.S.

SUBMITTED BY: NOTED AND APPROVED:

Iris Lee Jill R. Ingram
Iris Lee, Director of Public Works Jill R. Ingram, City Manager Prepared by: Kathryne Cho, Deputy Director of Public Works/City Engineer ATTACHMENTS:

A. Resolution 7417
RESOLUTION 7417

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL
ACCEPTING $200,000 GRANT, AUTHORIZING A

LOCAL MATCH IN THE TOTAL NOT-TO-EXCEED
AMOUNT OF $50,000, AND APPROVING AND
AUTHORIZING AN AGREEMENT WITH THE U.S.

DEPARTMENT OF TRANSPORTATION FEDERAL

HIGHWAY ADMINISTRATION OFFICE OF SAFETY FOR
THE CITY’S PARTICIPATION IN THE FISCAL YEAR
2022 SAFE STREETS AND ROADS FOR ALL (SS4A)

GRANT PROGRAM
WHEREAS, the Bipartisan Infrastructure Law (BIL) established the new Safe Streets and Roads for All (SS4A) discretionary program with $5 billion in appropriated funds over 5 years. The SS4A program funds regional, local, and Tribal initiatives through grants to prevent roadway deaths and serious injuries; and,
WHEREAS, the SS4A program supports the United States Department of Transportation's National Roadway Safety Strategy and their goal of zero roadway deaths; and,
WHEREAS, the SS4A program supports the development of a comprehensive safety action plan that identifies the most significant roadway safety concerns in a community and the implementation of projects and strategies to address roadway safety issues; and,
WHEREAS, the SS4A program provides funding for two types of grants including Planning and Demonstration Grants and Implementation Grants; and, WHEREAS, the City of Seal Beach (City) submitted an application for, and has been selected to receive, an SS4A Grant in the amount of $200,000, with a minimum of 20% match from the City in the amount of $50,000 and for a project total of $250,000, for the preparation of the City’s Safety Action Plan (SAP); and, WHEREAS, the City desires to accept the SS4A Grant and execute an agreement with the United States Department of Transportation (USDOT) Federal Highway Administration (FHWA) memorializing each party’s responsibilities, and to provide authorization for a minimum of 20% in matching funds for the Project as required by the USDOT FHWA Funding Program Guidelines; and,
WHEREAS, the City will use the grant award to develop a comprehensive SAP; and,
WHEREAS, the USDOT FHWA agreement provides a milestone timeline for the preparation of the SAP; and,
WHEREAS, the SS4A funds must be expended within five years after the grant agreement is executed and USDOT obligates the funds; and, WHEREAS, the SAP will utilize the City’s Local Roadway Safety Plan (LRSP) and identify, analyze and prioritize safety improvement projects in depth with the goal of eliminating the multitude of serious injuries and fatalities on local roadways; and, WHEREAS, the completed SAP will be made publicly available and the City will publish the final SAP on a publicly available website; and, WHEREAS, the SAP will allow the City to apply for infrastructure projects in future cycles of the SS4A so that these projects can be completely funded and implemented and reductions in fatalities and serious injuries can be seen as soon as possible; and,
WHEREAS, the City will cause work on the Project to be commenced within a reasonable time after receipt of notification from USDOT FHWA and that the Project will be carried to completion with reasonable diligence; and, WHEREAS, the City of Seal Beach will comply where applicable with provisions of the California Environmental Quality Act, the National Environmental Policy Act, the American with Disabilities Act, and any other federal, state, and/or local laws, rules and/or regulations.

NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE:

Section 1. The foregoing recitals are true and correct and are hereby adopted by reference as though set forth in full.

Section 2. The City Council hereby accepts the $200,000 grant from the Fiscal Year 2022 Safe Streets and Roads For All (SS4A) Grant Program, which will be used by the City to develop a comprehensive SAP.

Section 3. Subject to execution of all necessary agreements, the City Council agrees to provide its required share of 20% matching funds for the Project from its general fund in the total not-to-exceed amount of $50,000.

Section 4. The City Council approves, and authorizes the City Manager or her designee to execute for and on behalf of the City of Seal Beach, all grant agreement(s), amendments and other related documents, and to take all such other actions, as may be required to secure the grant funds and implement the approved grant under the SS4A Grant Program.

PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 12th day of June, 2023 by the following vote:

AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members

Thomas Moore, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7417 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 12th day of June, 2023.

Gloria D. Harper, City Clerk
Agenda Item L

AGENDA STAFF REPORT
DATE: June 12, 2023
TO: Honorable Mayor and City Council
THRU: Jill R. Ingram, City Manager
FROM: Patrick Gallegos, Assistant City Manager
SUBJECT: Purchase and Installation of a New Voice Over Internet Protocol (VoIP) Telephone System for all City Facilities ________________________________________________________________ SUMMARY OF REQUEST:

That the City Council adopt Resolution 7418:

1. Awarding and authorizing the City Manager to execute Agreements for the procurement, installation and implementation of a new Voice over Internet Protocol (VoIP) Telephone System for all City facilities in a not-to exceed amount of $71,660.14 for the initial term as follows:
a) Awarding and authorizing a Professional Service Agreement with ICS Intelesys, Inc. (“Intelesys”) for the installation, integration, and implementation of a new citywide telecommunication (“Unified Communications as a Service,” or “UCaaS”) system with an initial term of one (1) year in a not-to exceed amount of $13,500; and, b) Awarding and authorizing a Telecommunications Agreement with GoTo Communications, Inc. (“GoTo”), for the provision of equipment, telecommunications services, software, and software as a service for a new citywide telecommunication system with an initial term of one (1) year in a not-to exceed amount of $58,160.14; and,

2. Authorizing the City Manager to extend services in a not-to exceed amount of $116,883.84 for up to four (4), additional one-year extensions, as follows:
a) Extending the Professional Services Agreement with Intelesys, Inc. for up to four (4), additional one-year terms at no cost to the City; and, b) Extending the Telecommunications Agreement with GoTo for up to four (4), additional one-year terms, for a not-to exceed amount of $29,220.96 per year; and,

3. Authorizing the City of Seal Beach to become a member of The Interlocal Purchasing System (TIPS) at no cost to the City and piggyback from a

Page 2 ends

Cooperative Purchasing Agreement between Region 8 Education Services Center, Pittsburg, Texas and TIPS, (TIPS Contract #221003) to facilitate the provision of monthly VoIP telephone system services at a lower rate only available to TIPS members; and,

4. Authorizing the City Manager to approve additional work requests in connection with the project in a not-to-exceed amount of $10,000 for unforeseen project costs; and,

5. Authorizing the City Manager and City Attorney to make minor, non-monetary revisions to the GoTo Agreement, as needed; and,

6. Rejecting all other proposals.

BACKGROUND AND ANALYSIS:

Currently, the City employs an on-premises Cisco telecommunications system as the primary telecommunications system. It has been nearly two decades since the City embarked on installing a new citywide phone system. Through the years, the City implemented multiple secondary parallel analog communication systems.

The current telecommunications system (Cisco) is well passed its life cycle.

Support and functionality is limited, and the underlying connectivity is unreliable.

This has resulted in multiple telephony outages in recent years.

The City currently contracts with multiple vendors to support its telephony infrastructure; Synoptek manages the on-premises equipment and servers, GTT manages the dial-in-number architecture, and Frontier manages the underlying telephony connectivity. Analog telephone connections are independently managed by Frontier or MetTel. The complex, multitiered nature of vendor interactions further complicates maintenance of the City’s telephony systems.

Given the negative impacts of an old telephony system, the City contracted with Client First Consulting Group LLC, to assist in developing functional and technical specifications for a new citywide telephone system to evaluate proposals and to implement a final selected system. After consultation with the City’s management staff and each department, ClientFirst developed a Request for Proposal (RFP) for a state-of-the-art Voice over Internet Protocol (VoIP) telephone system and supporting network equipment to be issued to prospective UCaaS telecommunication integrators.

VoIP technology delivers voice and data through a computer network. All major telecommunications system manufacturers have migrated their flagship technology, systems and products to VoIP technology. This technology reduces wide area network costs by integrating voice and data services together. This permits management of telephone calls and messages from either the telephone handset or via the computer (desktop and a laptop) of each employee, utilizing a UCaaS communications platform and software. Additional features include full

Page 3 ends

integration with Microsoft Outlook for data and voice management, calendaring, employee status, instant messaging, and call forwarding.

The RFP for a new telecommunication system was released on September 19, 2022, and proposals were due on October 21, 2022. Timely proposals were received from ten (10) firms representing telephone system manufacturers. The following is a summary of the ten (10) vendor proposals.

Client First , working with City staff, evaluated the proposals based on the following criteria: purchase price, one-to-five-year cost of ownership, telecommunications functions, completeness of the proposal, service and support offerings, system manufacturer stability and viability, the stability and viability of the installation firms, in- house manageability, and the complexity of the recommended solution. Based on the evaluation, the City invited Intelesys, ConvergeOne, GlobalCTI and Maverick Networks to conduct formal presentations and product demonstrations to staff from various departments.

All firms offered competitive pricing and solutions which met or exceeded the City’s RFP requirements. The final consideration during the evaluation process of final proposals was based on the following factors, several of which are explained in greater detail:
• Initial System Purchase Cost,
• 5-Year Cost of Ownership,
• Quality and Performance of the Telephones,
• Functionality and Ease of Use of System Administrator Software • Vendor/Manufacturer References
Quality and Performance of the Telephones and Equipment:

Staff that attended the vendor presentations and demonstrations did not have a clear consensus or preference between the proposed systems. All systems functioned appropriately and provided functionality well beyond our current Vendor Year 1
Costs
5 Year
Costs
(Includes
Year 1)
Product Proposed
Conectrix $ 73,181.00 $218,865.00 GoTo
Intelesys $ 73,181.00 $218,865.00 GoTo
MidValley IT $ 73,181.00 $218,865.00 GoTo
Granite Telecom $ 47,736.00 $236,548.00 Granite Metaswitch Insight $ 69,327.00 $272,902.00 8x8
VoIP Networks $ 92,033.00 $237,329.00 Mitel Business Hosted ConvergeOne $ 59,398.00 $272,400.00 RingCentral
Global CTI $199,333.00 $298,118.00 Mitel Business
Maverick Networks $143,673.00 $275,993.00 Mitel Business ProTelesis $152,278.00 $329,194.00 Mitel Business

Page 4 ends

capabilities. However, Intelesys, presented a far more diverse spread of supplemental paging, intercom, loudspeaker, and alerting systems.

Functionality and Ease of Use of System Administrator Software:

GoTo, Ring Central, and Mitel products included user-friendly and intuitive System Administrator software that will make it very easy for Information Technology (IT) staff to manage routine user additions/deletions, assignment of user rights/protocols and other telephone system management options. As a result, all finalists scored equally well in this area.

Vendor/Manufacturer References:

GoTo, Ring Central, and Mitel are nationally and internationally recognized providers of UCaaS including business communications hardware, software services and VoIP telephony systems. They have a good track record of product support, innovation and reliability and are publicly held companies. In comparing the integrator firms, all four companies headquarters are located in Southern California and each have a long history of selling, installing and servicing business communications systems.

Based on IT staff evaluations, City staff input and the consultant’s review and recommendation, staff determined that the best responsive bidder for this project was GoTo as the proposed system and Intelesys as the certified integrator and onsite support for the duration of the contract term.

GoTo’s bid proposal included the option to award the contract under the Interlocal Purchasing System (TIPS). TIPS is a national purchasing cooperative offering competitively solicited contracts to education, government, and nonprofit agencies.

Region 8 Education Service Center located in Pittsburg, Texas is the lead public agency administering TIPS and has an active cooperative agreement with GoTo under TIPS contract #221003. The TIPS pricing, offered by GoTo for monthly services, is exclusively available to the government sector for member agencies at a significantly reduced price over current market rates. A comparison of regular pricing versus the TIPS pricing is included in exhibit B-2 of the Professional Service Agreement with ICS Intelesys, Inc.

Under the TIPS contract, GoTo Communications, Inc., will provide equipment, telecommunications services, software, and software as a service for a new citywide telecommunications system with an initial term of one (1) year for a total not-to exceed amount of $58,160.14 of which $28,939.18 are one-time costs associated with the provision of equipment. In accordance with the RFP requirements, the telecommunications contract has the option to extend up to four (4), additional one-year terms, for a not-to-exceed annual amount of $29,220.96 for recurring monthly service fees. GoTo Communications, Inc., has agreed to certain revisions to GoTo’s Terms and Conditions, requested by the City, which will be incorporated into the executable copy of the GoTo Agreement following the City joining TIPS.

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Intelesys submitted a combined bid proposal in partnership with GoTo as GoTo’s certified integrator and will be responsible for the installation, integration, and implementation of the new citywide telecommunication (“Unified Communications as a Service”, or “UCaaS”) system with an initial term of one (1) year to complete implementation in a not-to-exceed one time cost amount of $13,500. Consistent with GoTo’s bid proposal, Intelesys will continue to provide onsite support through the term of GoTo’s contract with the City for up to four (4), one-year terms, as an added service through GoTo’s contract at no additional cost to the City.

Due to the nearly two decades since the City has implemented a new citywide telephone system, staff recommends authorizing the City Manager to approve a contingency amount in a not-to-exceed amount of $10,000 for additional work requests in connection with the project.

ENVIRONMENTAL IMPACT:

This item is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Section 15061(b)(3) of the state CEQA Guidelines because it can be seen with certainty that approval of the agreements with ICS Intelesys, Inc., GoTo Communications, Inc., and Region 8 Education Services Center will not have a significant effect on the environment.

LEGAL ANALYSIS:

The City Attorney has reviewed the agreements and approved as to form.

FINANCIAL IMPACT:

The total project costs for the initial one (1) year term in the amount of $81,660.14 has been allocated in the adopted FY 2022-2023 Citywide Technology Capital Improvement Project (CIP) BG2002 and will be carried over in the adopted FY 2023-2024 CIP Budget. The service description for each vendor and associated costs for the initial (1) year term is shown in the table below:

Service Description Vendor Funding Source Amount
One Time Costs:

Integration Intelesys BG2002 CIP $13,500.00
Equipment Go To Communications Inc. BG2002 CIP $28,939.18 Contingency BG2002 CIP $10,000.00
Monthly Recurring Charges:

Telecommunications Services GoTo Communications Inc. BG2002 CIP $29,220.96 Total Initial (1) Year Term Project Costs: $81,660.14
After year one, recurring annual fees in the amount of $29,220.96 will be allocated through the City’s Information Technology operating budget during the annual budgeting process. In parallel City staff is conducting an audit of telephony services to consolidate services and decommission services that are no longer

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needed. Once completed, City staff expects costs savings that will offset a portion of the annual recurring charges.

STRATEGIC PLAN:

This item is applicable to the FY 2023-2024 Strategic Plan.

RECOMMENDATION:

That the City Council adopt Resolution 7418:

1. Awarding and authorizing the City Manager to execute Agreements for the procurement, installation and implementation of a new Voice over Internet Protocol (VoIP) Telephone System for all City facilities in a not-to exceed amount of $71,660.14 for the initial term as follows:
c) Awarding and authorizing a Professional Service Agreement with ICS Intelesys, Inc. (“Intelesys”) for the installation, integration, and implementation of a new citywide telecommunication (“Unified Communications as a Service,” or “UCaaS”) system with an initial term of one (1) year in a not-to exceed amount of $13,500; and, d) Awarding and authorizing a Telecommunications Agreement with GoTo Communications, Inc. (“GoTo”), for the provision of equipment, telecommunications services, software, and software as a service for a new citywide telecommunication system with an initial term of one (1) year in a not-to exceed amount of $58,160.14; and,

2. Authorizing the City Manager to extend services in a not-to exceed amount of $116,883.84 for up to four (4), additional one-year extensions, as follows:
c) Extending the Professional Services Agreement with Intelesys, Inc. for up to four (4), additional one-year terms at no cost to the City; and, d) Extending the Telecommunications Agreement with GoTo for up to four (4), additional one-year terms, for a not-to exceed amount of $29,220.96 per year; and,

3. Authorizing the City of Seal Beach to become a member of The Interlocal Purchasing System (TIPS) at no cost to the City and piggyback from a Cooperative Purchasing Agreement between Region 8 Education Services Center, Pittsburg, Texas and TIPS, (TIPS Contract #221003) to facilitate the provision of monthly VoIP telephone system services at a lower rate only available to TIPS members; and,

Page 7 ends

4. Authorizing the City Manager to approve additional work requests in connection with the project in a not-to-exceed amount of $10,000 for unforeseen project costs; and,

5. Authorizing the City Manager and City Attorney to make minor, non-monetary revisions to the GoTo Agreement, as needed; and,

6. Rejecting all other proposals.

SUBMITTED BY: NOTED AND APPROVED:

Patrick Gallegos Jill R. Ingram
Patrick Gallegos, Assistant City
Manager
Jill R. Ingram, City Manager
Prepared by: Kevin Edwards, Management Analyst
Sean Sabo, Management Analyst
Jennifer Robles, Management Analyst
ATTACHMENTS:

A. Resolution 7418
B. Professional Service Agreement with ICS Intelesys, Inc.

C. GoTo Communications, Inc., Order Form (Q-643708) including Terms of Service
D. Cooperative Purchasing Agreement with Region 8 Education Services Center, Pittsburg, Texas (TIPS Contract #221003)
RESOLUTION 7418

A RESOLUTION OF THE SEAL BEACH CITY COUNCIL AWARDING
AND AUTHORIZING THE CITY MANAGER TO ENTER INTO: A
PROFESSIONAL SERVICES AGREEMENT WITH ICS INTELESYS, INC.;

A TELECOMMUNICATIONS AGREEMENT WITH GOTO
COMMUNICATIONS, INC.; AND A COOPERATIVE PURCHASING
AGREEMENT WITH THE TEXAS REGION 8 EDUCATION SERVICES

CENTER, FOR THE PURCHASE AND INSTALLATION OF A NEW
VOICE OVER INTERNET PROTOCOL (VoIP) TELEPHONE SYSTEM,

TOGETHER WITH RELATED COMMUNICATION SERVICES, FOR ALL

CITY FACILITIES
WHEREAS, the City of Seal Beach (City) has determined the primary Cisco citywide telephony system has surpassed its life cycle, support, and functionality; and, WHEREAS, the City Charter and City of Seal Beach Municipal Code Section 3.20.025(C) exempt the procurement of professional services from public bidding requirements; and WHEREAS, the City Charter and City of Seal Beach Municipal Code Section 3.20.025(D) exempt from public bidding requirements purchasing made in cooperation with the state, the county or another government entity for the purpose of obtaining a lower price upon the same terms, conditions and specifications; and
WHEREAS, on September 19, 2022, the City issued a Request for Proposals (RFP) for the purchase and installation of a new voice over internet protocol (VoIP) telephone system and related communication services, for all City facilities; and, WHEREAS, on or before October 21, 2022, the City received and evaluated ten (10) proposals based on price, one-to-five-year cost of ownership, telecommunications functions, completeness of the proposal, service and support offerings, system manufacturer stability and viability, the stability and viability of the installation firms, inhouse manageability, and the complexity of the proposed systems; and, WHEREAS, the City invited Intelesys, ConvergeOne, Global CTI and Maverick Networks to conduct formal presentations and product demonstrations; and, WHEREAS, the City determined that the proposal from ICS Intelesys, Inc., would provide the best value to the City for the installation, integration, and implementation of a new citywide VoIP telecommunication (“Unified Communications as a Service”, or “UCaaS”) system, with an initial term of one year in a not-to-exceed amount of $13,500, and with the option to extend for up to four, additional one-year terms at no cost to the City; and, WHEREAS, the City determined the proposal from GoTo Communications, Inc., in association with services by ICS Intelesys, Inc., would provide the best value to the City for the acquisition of VoIP telephone equipment, telecommunications services, software, and software as a service for a new citywide VoIP telecommunication system; and, WHEREAS, the City desires to become a member of The Interlocal Purchasing System (TIPS) at no cost to the City and allow the City to obtain special pricing pursuant to a Cooperative Purchasing Agreement between GoTo Communications, Inc. and Region 8 Education Services Center, Pittsburg, Texas, for the provision of monthly VoIP telephone system services at a lower rate only available to TIPS members; and, WHEREAS, the City desires to accept the GoTo Communications, Inc., TIPS pricing Option 2 (GoTo Communications, Inc., Quote #643708) of their proposal, with an initial term of one year in a not-to exceed amount of $58,160.14 and the option to extend up to four, additional one-year terms, for a not-to exceed amount of $29,220.96 for each year.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SEAL BEACH DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. The City Council hereby awards to and approves the Professional Services Agreement with ICS Intelesys, for the installation, integration, and implementation of a new citywide telecommunication (“Unified Communications as a Service”, or “UCaaS”) system with an initial term of one year in a not-to exceed amount of $13,500, with the option to extend for up to four, additional one-year terms at no cost to the City.

SECTION 2. The City Council hereby authorizes the City of Seal Beach to become a member of the Interlocal Purchasing System (TIPS) at no cost to the City, and allow the City to utilize pricing set forth in the Cooperative Purchasing Agreement between GoTo, Inc., and the Region 8 Education Services Center, Pittsburg, Texas (TIPS Contract #221003), to facilitate the provision of monthly VoIP telephone system services at a lower rate only available to TIPS members.

SECTION 3. The City Council hereby awards to and approves the Telecommunications Agreement with GoTo Communications, Inc., under TIPS Contract #221003, for the provision of equipment, telecommunications services, software, and software as a service for a new citywide VoIP telecommunication system with an initial term of one year in a not-to exceed amount of $58,160.14, with the option to extend up to four, additional oneyear terms, for a not-to exceed amount of $29,220.96 for each one-year extension.

SECTION 4. The City Council hereby authorizes the City Manager to approve additional work requests related to the VoIP project approved herein, in the cumulative, not-to-exceed amount of $10,000.

SECTION 5. The Council hereby authorizes the City Manager and City Attorney to make minor, non-monetary revisions to the Agreement with GoTo Communications, Inc.

SECTION 6. The Council hereby authorizes and directs the City Manager to execute the Agreements on behalf of the City.

SECTION 7. The Council hereby rejects all other proposals.

PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 12th day of June, 2023 by the following vote:

AYES: Council Members
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members

Thomas Moore, Mayor
ATTEST:

Gloria D. Harper, City Clerk
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7418 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 12th day of June, 2023.

Gloria D. Harper, City Clerk

PROFESSIONAL SERVICES AGREEMENT
for
Installation and Implementation of VoIP Telephone System between
City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
&
ICS Intelesys, Inc.
3155-B Sedona Court
Ontario, CA 91765
(888) 546-8353
This Professional Services Agreement for Installation and Implementation of a VoIP Telephone System (“the Agreement”) is made as of June 12, 2023 (the “Effective Date”), by and between ICS Intelesys, Inc. (“Contractor”), a California corporation and the City of Seal Beach (“City”), a California charter city, (collectively, “the Parties”). 2 of 21

RECITALS
A. City desires to procure, and to have professionally installed and implemented, a turn-key Voice Over Internet Protocol (“VoIP”) telephone system for City facilities, as more fully specified herein.

B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code, the City heretofore issued its Request for Proposals for the procurement and installation of the VoIP telephone system.

C. Contractor submitted a proposal for the procurement and installation of a VoIP telephone system, with Contractor serving as a certified integrator of the VoIP telephone system to be provided by GoTo Communications, Inc. in response to the Request for Proposals. After evaluation of all proposals, Contractor’s proposal was accepted. Contractor represents that the principal members of its firm are fully qualified, trained, have the professional experience necessary, and are willing, to perform the services contemplated by this Agreement in a good and professional manner.

NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows.

AGREEMENT

1.0 Scope of Services

1.1. Services. Contractor shall provide City with the equipment and software and professional services for the design, installation, licensing, maintenance and operation of, an all-inclusive and fully-functional VoIP telephone system required by this Agreement, and as set forth in the Request for Proposals (“RFP”) and Contractor’s “Telecommunications System RFP Response” dated October 21, 2022, including Contractor’s Quote No. 10847 and Pricing Option #2 TIPS Contract (Quote #Q-643708) (collectively “Proposal”), attached hereto as Exhibit A, Exhibit B, Exhibit B-1, Exhibit B-2 and Exhibit B-3, respectively, and incorporated herein by this reference. The foregoing services are sometimes collectively referred to herein as the “Services”. The Services shall include the following:

1.1.1. Contractor shall serve as the certified integrator to provide City with a fully functional VoIP telephone system through a platform designed, operated and maintained by GoTo Communications, Inc. (“GoTo”), and Contractor shall serve as the agent and representative of GoTo in the performance of the installation, software licensing, operations and maintenance of the VoIP telephone system, in accordance with this Agreement, the Request for Proposals (Exhibit A) and Contractor’s Proposal (Exhibit B including Exhibits B-1 and B-2).
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1.1.2 GoTo shall provide all hardware, and software and software as a service, for the VoIP telephone system in accordance with this Agreement, the Request for Proposals (Exhibit A), and Contractor’s Proposal (Exhibit B including Exhibits B-1, B-2 and B-3), and the terms of a separately executed agreement between City and GoTo.

1.1.3. Pursuant to Pricing Option #2 TIPS Contract (Quote #Q643708) in the RFP, City will purchase monthly services for the VoIP telephone system through The Interlocal Purchasing System (“TIPS”) for the VoIP telephone system through a cooperative purchase agreement with Region 8 Education Services Center, Pittsburg, Texas, and as a member of TIPS under TIPS Contract #221003 pursuant the Seal Beach Charter and Seal Beach Municipal Code Section 3.20.025(D), in accordance with this Agreement, the Request for Proposals (Exhibit A) and Contractor’s Proposal (Exhibit B including Exhibits B-1, B-2 and B-3).

1.2. Order of Precedence.

1.2.1. In the event of any conflict or inconsistency between the terms of this Agreement, Exhibit A (Request for Proposals), Exhibit B, B-1 and B2 (Contractor’s Proposal), any Order Form, any Price Quote, any Statement of Work, any on-line agreement or any on-line terms and conditions relating to the VoIP telephone system, or any component, portion or part thereof, the Order of Precedence shall be as follows: (i) this Agreement, and then (ii) Exhibit A (the Request for Proposals), and then (iii) Exhibit B, B-1, B-2 and B-3 (Contractor’s Proposal), and then (iv) the GoTo Price Quote No. 643708 and GoTo Order Form, and then (v) the GoTo agreement and online Terms of Service, and then (vi) any other on-line terms and conditions.

1.2.2. To the extent that any provision of an Order Form, Price Quote, on-line agreement, on-line terms and conditions, and/or other agreement states that its provisions shall apply, supersede and/or prevail over any terms set forth in this Agreement, such provision shall be void and have no force and effect. The terms and conditions of this Agreement and the RFP (Exhibit A) shall prevail over any and all provisions of Contractor’s Proposal (Exhibit B including Exhibits B-1 and B-2), and any Order Form, Price Quote, on-line agreement, online terms and conditions, or other agreement, except as otherwise expressly authorized by this Agreement.

1.2.3. As between the City and Contractor, each Price Quote, Order Form, on-line agreement and on-line Terms and Conditions is hereby amended to include the following language: “This document is subject to terms of the Professional Services Agreement for Installation and Implementation of VoIP Telephone System between the City of Seal Beach and ICS Intelesys Inc., dated 4 of 21
June 12, 2023, and the terms of that Agreement shall prevail over any inconsistent or conflicting terms of this document.”

1.3. Contractor shall perform the Services in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.

1.4. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, state, and local law. At all times herein, Contractor shall possess a Class 729063 California State Contractor’s license, if required by law to perform the Services.

1.5. As a material inducement to City to enter into this Agreement, Contractor hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Contractor, and Contractor’s employees, to do and perform the Services in a skillful, competent, and professional manner, and Contractor and Contractor’s employees shall perform the Services in such manner. Contractor shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of or payment for Contractor’s work by the City shall not operate as a release of Contractor from such standard of care and workmanship.

1.6. Contractor will not be compensated for any work performed that is not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work and compensation to address unforeseen conditions, up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization.

1.7. If required by the City’s Request for Proposals, prior to commencing performance of the Services, Contractor shall provide a payment bond and performance bond, each in an amount not less than 100% of the contract price specified in Section 3.0.

2.0 Term

2.1. The term of this Agreement shall commence as of the Effective Date and shall continue for a term of one year (“Initial Term”) through and including June 12, 2024, unless sooner terminated as provided in Section 5.0 or extended pursuant to Subsection 2.2 herein.

2.2. The Initial Term shall be automatically extended for one additional year, to a maximum for four one-year extensions, upon the same terms and conditions, (each additional one year referred to as an “extension”), unless City, 5 of 21
in its sole discretion, provides written notice of non-renewal to Contractor at least one month prior to the expiration of an existing term unless the Agreement is otherwise terminated earlier pursuant to Section 5.0. Any further extensions after a fourth extension, if any, shall not be effective except upon execution of a written amendment to this Agreement signed by the City Manager and Contractor’s authorized representatives.

3.0 Contractor’s Compensation

3.1. Initial Term. City will pay Contractor in accordance with the prices set forth in Contractor’s Proposal, Exhibit B hereto, but in no event will the City pay more than the total not-to-exceed amount of $13,500 (Thirteen Thousand Five Hundred dollars) for the Initial Term, and shall be subject to the following:

3.1.1. Contractor’s services shall be charged in the amounts set forth in the Intelesys Quote No. 10847 dated March 16, 2023 (Exhibit B-1), and the City of Seal Beach Pricing Review (Exhibit B-2), attached hereto and incorporated herein by this reference, and which include, but are not limited to, project design, configuration, connection, installation, management, training and coordination of shipping. The period of billing starts after all of the following have occurred: (a) compliance with all insurance and licensing requirements of the City; (b) execution of this Agreement and all other agreements and orders by all parties; (c) commencement of account activation; and (d) expiration of a threemonth grace period to account for the overlap between integration and services “going live.”

3.2. Extensions. In the event that City elects to extend the Initial Term in accordance with Subsection 2.2 of this Agreement, Contractor’s services for each additional term shall be included in and covered through monthly recurring charges billed by Contractor to GoTo, and paid by GoTo to Contractor, and no separate payments shall be owed by or required or paid from City to Contractor during any such additional term.

3.3. Additional Work. Contractor will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. The City Manager may authorize extra work and compensation to address unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization.

4.0 Method of Payment
Contractor shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the Services were rendered and shall describe in detail the Services rendered during the period, and the Services performed for 6 of 21
each day in the period. City will pay Contractor within 30 days of receiving Contractor’s invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor.

5.0 Termination

5.1. Termination by City.

5.1.1. This Agreement may be terminated by City at any time, for any or no reason, by providing Contractor with not less than thirty (30) days’ prior, written notice.

5.1.2. This Agreement may be terminated by City upon ten (10) days’ notice to Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy.

5.2. Termination by Contractor. This Agreement may be terminated by Contractor for any breach by the City that is not cured within thirty (30) days of the date of service of a written notice of default and demand to cure.

5.3. Obligations Upon Termination. Unless otherwise specified in the notice of termination, Contractor shall cease all work under this Agreement immediately upon receipt of notice of termination from City under Subsection 5.1, or immediately upon City’s acknowledgment of receipt of Contractor’s notice of termination to City under Subsection 5.2. Upon termination, City shall be immediately given title to and possession of all City Data and all Work Product (as defined in Subsection 12.1 of this Agreement) produced or developed pursuant to this Agreement up to the date of termination. Provided that Contractor is not then in breach, City shall pay Contractor for any portion of the Services completed prior to termination, based on the reasonable value of the Services rendered. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Consultant be entitled to payment for unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and Contractor shall not be entitled to receive more than the amount that would be paid to Contractor for the full performance of the Services up to date of termination.

Contractor shall have no other claim against City by reason of such termination, including any claim for compensation or damages.

6.0 Party Representatives

6.1. The City Manager is the City’s representative for purposes of this Agreement.
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6.2. Rick Balzer is the Contractor's primary representative for purposes of this Agreement Rick Balzer shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services hereunder. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld.

7.0 Notices

To City: City of Seal Beach
211-8th Street
Seal Beach, California 90740
Attn: City Manager
To Contractor: ICS Intelesys, Inc.
3155-B Sedona Court
Ontario, CA 91765
Attn: Rick Balzer

7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

8.0 Permits and Licenses
Contractor and all of Contractor’s employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code.

9.0 Independent Contractor

9.1. Contractor is an independent contractor and not an employee of the City. All work or other Services provided pursuant to this Agreement shall be performed by Contractor or by Contractor’s employees or other personnel under Contractor’s supervision,. Contractor will determine the means, methods, and details by which Contractor’s employee’s and other personnel will perform the Services. Contractor shall be solely responsible for the satisfactory work performance of all of its employees and other personnel engaged in performing the Services and compliance with the customary professional standards. 8 of 21

9.2. All of Contractor’s employees and other personnel performing any of the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor and Contractor’s personnel shall not supervise any of City’s employees; and City’s employees shall not supervise Contractor’s personnel. Contractor’s personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Contractor’s personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor’s personnel require to perform any of the Services required by this Agreement. Except as expressly required as part of the Services, Contractor shall perform all services off of City premises at locations of Contractor’s choice, except (1) as otherwise required for the performance of Services on City real property, facilities or equipment, or (2) as otherwise may from time to time be necessary in order for Contractor’s personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Contractor’s performance of any Services under this Agreement, or (3) or as may be necessary to inspect or visit City locations and/or private property to perform such services. City may make a computer available to Contractor from time to time for Contractor’s personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement.

9.3. Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor’s personnel in connection with their performance of any Services under this Agreement and as required by law.

Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Contractor and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System (“PERS”) as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.

9.4. Contractor shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor’s personnel practices. or to the extent 9 of 21
arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor’s failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Contractor’s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Consultant’s duty under this Section 9.0 shall survive the expiration or termination of this Agreement.

10.0 PERS Compliance and Indemnification

10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Contractor agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Contractor shall assure compliance with the Public Employees’ Retirement Law (“PERL”), commencing at Government Code § 20000, as amended by the Public Employees’ Pension Reform Act of 2013, and the regulations of PERS. Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, or any other applicable retirement laws and regulations.

10.2. Indemnification. Contractor shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor’s violation of any provisions of this Section 10.0. This duty of indemnification is in addition to Contractor’s duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor’s covenants and obligations under this Section shall survive the expiration or termination of this Agreement

11.0 Confidentiality

11.1. Contractor acknowledges that its officers employees, agents, and subcontractors in the course of their duties may have access to financial, accounting, statistical, medical and other personal data of private individuals and employees of City. Contractor covenants that all data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be 10 of 21
disclosed by Contractor without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. Contractor, its officers, employees, agents, or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any facilities, project or property located within the City.

Response to a subpoena or court order shall not be considered “voluntary,” provided Consultant gives City notice of such court order or subpoena. All City data shall be returned to City upon the expiration or termination of this Agreement.

11.2. Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the City. City may, but has no obligation to, represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, City’s right to review any such response does not imply or mean the right by City to control, direct or rewrite the response.

11.3. Contractor’s covenants under this Section shall survive the termination or expiration of this Agreement.

12.0 Ownership of Work Product

12.1. Unless otherwise agreed upon in writing, all draft and final reports, drawings, specifications, documents, and other written material of any kind, and any and all images, ideas, concepts, designs including website designs, source code, object code, electronic data and files, and/or other media whatsoever created or developed by Consultant in the performance of this Agreement (collectively, “Work Product”) shall be considered “works made for hire” for the benefit of City. Upon completion of, or in the event of termination of this Agreement, all Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon payment being made in accordance with Subsection 5.3, and may be used, reused or otherwise disposed of by City for any purpose without Contractor’s consent, provided that Contractor will not be held liable for any use, reuse or modification of the City-owned Work Product for purposes outside this Agreement. Contractor shall not obtain or attempt to obtain copyright protection as to any of the Work Product.
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12.2. Contractor hereby assigns to City all ownership to the Work Product, including any and all related intellectual property and proprietary rights, that are not otherwise vested in City pursuant to Subsection 12.1, above.

12.3. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Work Product produced under this Agreement, and that City has full legal title to and the right to reproduce the Work Product for any purpose. Contractor shall defend, indemnify and hold City, and its elected and appointed officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City’s use of any of the Work Product violates federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions.

Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: (1) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (2) modify the Work Product and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. These covenants shall survive the expiration and/or termination of this Agreement.

12.4. Upon expiration or termination of the Agreement, Contractor shall deliver to City all Work Product and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City.

If Consultant prepares a document on a computer, Contractor shall provide City with said document both in a printed format and in an electronic format that is acceptable to City.

13.0 Subcontractors
No portion of this Agreement shall be subcontracted without the prior written approval of the City. Contractor is fully responsible and liable to City for the performance of any and all subcontractors.
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14.0 Prohibition Against Assignment or Delegation
Contractor shall not assign or transfer any interest in this Agreement, or delegate any of its duties under this Agreement, whether by assignment or novation, in whole or in part, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect; and shall further entitle City to terminate this Agreement.

15.0 Inspection and Audit of Records
Contractor shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Contractor shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Contractor shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Contractor shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least five (5) years after expiration, termination or final payment under this Agreement, whichever occurs later. City’s rights under this Section 15.0 shall survive for five (5) years after expiration, termination or final payment under this Agreement, whichever occurs later.

16.0 Safety Requirements
All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA. The City may issue restraint or cease and desist orders to Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Services. Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor shall immediately report to the City any hazardous condition noted by Contractor.

17.0 Insurance

17.1. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Contractor has secured all insurance required under this Section. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements 13 of 21
for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

17.2. Contractor shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M.

Best's rating no less than A-VII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); and if Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds; (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Workers’ Compensation and Employer’s Liability coverages; (4) Professional Liability coverage (or Errors and Omissions coverage); and (5) Umbrella Liability Insurance. Contractor shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 combined single limit for bodily injury and property damage and including coverage for all owned, non-owned and hired automobiles; (3) Workers’ Compensation in the amount required by law and Employer’s Liability:
$1,000,000 per accident for bodily injury or disease; (4) Cyber Security and Privacy Liability with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate; (5) Cyber Technology Errors and Omissions with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate; and (6) Umbrella Liability insurance for a minimum of $1,000,000 for bodily injury and property damage, which such umbrella policy shall provide bodily injury, personal injury, and property damage liability coverage, including commercial general liability, automobile liability, and employer’s liability. If a “claims made” liability policy is provided, the policy shall be endorsed to provide an extended reporting period of not less than three years.

17.3. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not 14 of 21
affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, designated volunteers, and those agents serving as independent contractors in the role of City officials. or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, designated volunteers, and those agents serving as independent contractors in the role of City officials shall be excess of the Contractor's insurance and shall not be called upon to contribute with it; (4) for general liability, automobile liability, umbrella liability, and cyber privacy & security, each policy shall provide, or name by endorsement, that the City, its elected and appointed officials, officers, employees, agents, designated volunteers, successors, assigns, and those agents serving as independent contractors in the role of City officials, shall be covered as additional insureds under such policy. (5) All policies except the professional liability policy shall include a waiver of subrogation against City and its officials, officers, employees, agents, designated volunteers and those City agents serving as independent contractors in the role of City officials. Contractor waives all such rights of subrogation.

17.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, designated volunteers, and those agents serving as independent contractors in the role of City officials.

17.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Contractor guarantees that, at the option of the City, either:
(1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, designated volunteers, and those agents serving as independent contractors in the role of City officials; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

17.6. If the Contractor maintains higher limits than the minimum Agreement requirements, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds above the specified minimum limits of insurance and coverage shall be available to the City.
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17.7. Procurement of insurance by Contractor shall not be construed as a limitation of Contractor’s liability or as full performance of Contractor’s duty to indemnify City under Section 18.0.

18.0 Indemnification, Hold Harmless, and Duty to Defend The provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to the City and all other Indemnitees. Contractor acknowledges that the City would not have entered into this Agreement in the absence of the commitment of Contractor to indemnify and protect the City and the other Indemnitees, as set forth herein.

18.1. Indemnification. To the fullest extent permitted by law, the Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify the City, its elected and appointed officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively “Indemnitees” in this Section 18.0) from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, stop notices, liens and losses of any nature whatsoever, including fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively “Claims”), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions, or willful misconduct, of the Contractor, and/or its directors, officers, agents, servants, employees, subcontractors, materialmen, suppliers, or contractors, or their directors, officers, agents, servants or employees (or any entity or individual that the Contractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of the City or any of the other Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. The Contractor shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel acceptable to City (whose consent shall not be unreasonably withheld) or at the City’s option reimburse the City and other Indemnitees their costs of defense using counsel of their choice, including but not limited to all reasonable attorneys’ fees, experts’ costs and court costs actually incurred by the City and the other Indemnitees in connection with such defense.

18.2. Subcontractor Indemnification. Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 18.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnities, Contractor shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and 16 of 21
all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Contractor’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Contractor’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for claims arising from the sole negligence or willful misconduct of the City or other Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties.

18.3. Insurance Not Limiting. The obligations of Contractor under this or any other provision of this Agreement shall not be limited by the provisions of any workers’ compensation act or similar act. Contractor expressly waives any statutory immunity under such statutes or laws as to the Indemnitees.

Contractor’s indemnity obligation set forth in this Section 18.0 shall not be limited by the limits of any policies of insurance required or provided by Contractor pursuant to this Agreement.

18.4. Survival. Contractor’s covenants under this Section 18.0 shall survive the expiration or termination of this Agreement.

19.0 Equal Opportunity and Nondiscrimination

19.1. Contractor affirmatively represents that it is an equal opportunity employer. Contractor shall not discriminate, harass or retaliate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, physical disability, mental disability, medical condition, genetic information, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, age, military or veteran status, or any other basis protected by federal, state or local laws, including but is not limited to, in all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.

19.2. Contractor warrants that in providing the Services, Contractor shall not discriminate, harass or retaliate against any customer, patron, client, or other member of the public because of race, religion, color, national origin, handicap, physical disability, mental disability, medical condition, genetic information, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, age, military or veteran status, or any or other basis protected by federal, state or local laws.

20.0 Workers’ Compensation Certification
By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance 17 of 21
in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

21.0 Background Checks
No person performing services on City premises in connection with this Agreement shall be a registered sex offender or shall have been convicted within the past 10 years of any crime constituting a violent felony as defined in California Penal Code Sec. 667.5(c), or any form of theft constituting a felony in any state.

22.0 Warranty

22.1. Contractor warrants that for no less than one (1) year following final payment by the City, Contractor’s installation services will be free from patent and latent defects in workmanship, materials used, and techniques employed.

Contractor shall promptly re-perform any work found by the City to be defective or improperly performed, during the one year warranty period.

If a performance bond was required by the City, then Contractor shall maintain such bond during the entirety of the warranty period as a guarantee of Contractor’s performance of its warranty obligations.

22.2. Contractor shall transfer and convey, or cause to be transferred and conveyed, all manufacturers’ warranties for all equipment purchased, provided, and/or installed by Contractor hereunder.

23.0 Compliance with All Laws.

Contractor shall at all times in performing the Services, comply with all applicable local, State and federal laws, statutes, codes, and regulations. Furthermore, Contractor’s installation services constitute “public works” as defined in California Labor Code Sec. 1720. Therefore, as to all installation services and any other services constituting public works, Contractor shall comply with Labor Code Sections 1720 through 1861, including paying prevailing wages, registering with the Director of Industrial Relations, and maintaining certified payroll records, all as set forth in Exhibit “C,” “California Labor Code Compliance”, attached hereto.

24.0 Non-Exclusive Agreement
Contractor acknowledges that City may enter into agreements with other Contractors for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.
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25.0 Time of Essence
Time is of the essence with respect to all provisions of this Agreement that specify a time for performance.

26.0 Entire Agreement
This document, together with all Exhibits, each of which are incorporated by reference herein, constitutes the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties.

27.0 Severability
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

28.0 Venue and Governing Law
This Agreement is made, entered into, and executed in Orange County, California, and any action filed in any court or administrative agency for the interpretation, enforcement or other action of the terms, conditions, or covenants referred to herein shall be filed in the applicable court or administrative agency in Orange County, California. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

29.0 No Third Party Rights
No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement.

30.0 Waiver
No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.
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31.0 Prohibited Interests; Conflict of Interest

31.1. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services.

Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained.

31.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift.

31.3. Contractor warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection.

32.0 Non-Appropriation of Funds
Payments to be made to Consultant by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Consultant’s Services beyond the current fiscal year, this Agreement shall cover payment for Consultant’s Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year.
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33.0 Mutual Cooperation

33.1. City’s Cooperation. City shall provide Consultant with all pertinent Data, documents and other requested information as is reasonably available for Consultant’s proper performance of the Services required under this Agreement.

33.2. Consultant’s Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance of Services rendered under this Agreement, Consultant shall render any reasonable assistance that City requires.

34.0 Attorneys' Fees
If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party its reasonable attorneys’ fees and other costs incurred in connection therewith.

35.0 Corporate Authority
The person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Contractor is formally bound to the provisions of this Agreement.

IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written.
[Signature page follows.]

CITY OF SEAL BEACH
By:

City Manager
Attest:

By:

City Clerk
Approved as to Form:

By:

Nicholas Ghirelli, City Attorney
CONTRACTOR: ICS lntelesys, Inc., a
California corporation
By:

Name: �c..:::....:....=.+;_:q;;;....=.::....:._------ Ric 1 ts: ___:_P__.:r-==,F-=,�------===--.....-,,ii=;c=:::,.,,...--- By:

Name: A ran Betts
Its: Operations Manager
(Please note, two signatures required
for corporations pursuant to California
Corporations Code Section 313 from
each of the following categories: (i) the
chairperson of the board, the president
or any vice president, and (ii) the
secretary, any assistant secretary, the
chief financial officer or any assistant
treasurer of such corporation.)
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EXHIBIT A
Request for Proposals
City of Seal Beach
Telecommunications System
Request for Proposals
RFP Release Date – September 19, 2022
RFP Due Date – October 21, 2022 – 2pmPST
City of Seal Beach Telecommunications System RFP
City of Seal Beach – 211 Eighth Street, Seal Beach, CA 90740 September 19, 2022
REQUEST FOR PROPOSALS for a Telecommunications System
Dear Vendors:

The City of Seal Beach is currently accepting proposals for a new Unified Communications Solution.

City of Seal Beach
211 Eighth Street,
Seal Beach, CA 90740
Proposal instructions are contained in the Request for Proposals (RFP) document. Please provide the requested information in the prescribed written format. Failure to comply with the prescribed format may result in disqualification.
 Questions: All pre-submittal questions must be sent via email to the City of Seal Beach at [email protected] and received by 3:00 p.m. September 26, 2022. Questions received after this deadline will not be accepted.
 Any contact or attempt to contact any other employees of the City that could be interpreted as being made for the purpose of securing privileged information or advantages in the bid process will result in the immediate disqualification of the Respondent.  Proposal Delivery: Vendors are solely responsible for ensuring timely receipt of their responses in accordance with the Schedule of Events table. • Email completed responses on or before the Due Date as outlined within the Schedule of Events table to:

[email protected] - (1) Electronic Copy
 Requests for extension of the submission date will not be granted unless deemed in the best interests of the City. Vendors submitting proposals should allow for normal email delivery time to ensure timely receipt of their proposal.

Thank you for your participation. We look forward to reviewing your proposal.

Sincerely,
The City of Seal Beach
City of Seal Beach Telecommunications System RFP
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TABLE OF CONTENTS

1. BACKGROUND AND OBJECTIVES....................................................................... 4

1.1. Project Background .........................................................................................................4

1.2. Objective........................................................................................................................4

1.3. Purpose..........................................................................................................................5

2. PROPOSAL INSTRUCTIONS ................................................................................ 6

2.1. General Process and Schedule .........................................................................................6

2.2. General Proposal Instructions and Due Dates ...................................................................6

2.3. Proposal Format..............................................................................................................7

2.4. Evaluation Criteria...........................................................................................................7

2.5. General Instructions ........................................................................................................8

2.6. Configuration Specifications, Modifications, and Documentation.........................................9

2.7. Vendor Company Information ..........................................................................................9

3. DATA NETWORK ............................................................................................. 11

3.1. Description of Current Technology .................................................................................11

3.2. Current Wide Area Network ...........................................................................................11

4. TELECOM SYSTEM SPECIFICATIONS ................................................................ 12

4.1. General Requirements ...................................................................................................12

4.2. Voice Requirements ......................................................................................................13

4.3. Maintenance and Warranty ............................................................................................23

4.4. Redundancy and Disaster Recovery Issues .....................................................................24

4.5. Acceptance...................................................................................................................25

4.6. Financial Information ....................................................................................................26

4.7. Implementation ............................................................................................................27

5. REFERENCES.................................................................................................. 28

6. PRICING.......................................................................................................... 30

7. DELIVERY AND INSTALLATION ......................................................................... 30

8. DISCLOSURES AND CONTRACTUAL REQUIREMENTS ........................................ 32

9. REQUIRED FORMS .......................................................................................... 37 The City of Seal Beach Telecommunications System RFP
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1. Background and Objectives

1.1. Project Background
Incorporated in 1915, primarily as a farming community, the City of Seal Beach has grown into a small city within an urbanized region. Despite regional pressures, Seal Beach has successfully maintained its small-town atmosphere and community values.

Seal Beach is a beach Community encompassing 11.5 square miles along the Pacific Ocean between the cities of Huntington Beach and Long Beach. Other communities neighboring Seal Beach include Westminster, Garden Grove, Los Alamitos and the unincorporated community of Rossmoor. The City lies within the northwest portion of Orange County and is part of the larger Southern California region.

The City of Seal Beach currently has an older Cisco Unified Communications system serving all City locations. The City has determined that the majority of the existing system is end-of-life, obsolete and no longer supported. This hardware and software obsolescence requires the City to upgrade the existing systems or replace with new products.

The City would like a new telecommunications system that uses VoIP technology.

The City intends to use best practices approach to the deployment of VoIP and integrate voice and data onto the same data network. The City is open to premises and cloud based system offerings.

1.2. Objective
The objective of The City of Seal Beach is to acquire a new telecommunications system to serve the staff and administrative operations of the City.

This document contains the system specifications and the required format for vendor proposals. If additional features or equipment are believed to be appropriate for the City’s operations, please quote them as options and include supporting justification and cost detail.

The City reserves all of the following rights:
• Accept the proposal that is, in its sole judgment, the best and most favorable to the interests of the City;
• To reject the low price proposal;
• To accept any item of any proposal;
• To reject any and all proposals;
• To waive irregularities and informalities in any Proposal submitted or in the Request for Proposals process.
• To terminate this RFP process
• To issue a new RFP
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1.3. Purpose
This information was developed in a format to facilitate the preparation of responses to this Request for Proposals (RFP) and the subsequent evaluation of those responses.

Because there are several vendors who provide the type of systems the City needs, it is the City’s desire to meet its future telecommunications needs through this competitive selection process. The requirements noted in this RFP are designed to assist in the selection of the vendor that best meets the City's needs.

To obtain the best solution for the City’s needs, the City seeks proposals from qualified telecommunications system dealers. The City will consider upgrades, new premise based systems and cloud based solutions. There is no preference for a premise or hosted/cloud-based solution; the decision will be based on the best fit based on this RFP’s requirements and financial feasibility. Vendors may bid more than one option if capable of delivering both solutions.

Vendors can propose an upgrade/update to the existing Cisco system if there is a reasonable upgrade available. Vendors proposing an upgrade that assumes the use of any existing Cisco hardware, software or phones must provide detailed information regarding the specific equipment that will be reused/retained.

This RFP document describes the requirements of The City of Seal Beach for an IPbased telecommunication system. All features/functions discussed in this RFP shall be provided in the proposed solution unless specifically noted. The proposed IP telecommunications system shall support all the required call processing, voice, and unified messaging, system services, management, and administrative feature requirements stated in the RFP.

This RFP is intended to provide a standard base from which to evaluate alternatives for the telecommunications system and to allow the vendor flexibility in proposing the most appropriate and cost-effective system.

It is the responsibility of the vendors to address all aspects of this RFP.

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2. Proposal Instructions
This section outlines the information that must be included in the Proposal. Vendors should review this list to ensure that their Proposals include all required information prior to submission.

2.1. General Process and Schedule
During the selection process, the City will review the submitted proposals and systems. Using subsequent interviews, demonstrations, reference checks, and site visits, the City will then pick a final preferred vendor. If determined to be in the City’s best interest, the City will negotiate final pricing and terms and conditions with the preferred vendor. The following is the current estimated schedule, as defined by the City, and can be changed at its discretion:

SCHEDULE OF EVENTS
General Project Schedule Planned Dates
RFP Published Monday September 19, 2022
Last day vendors to submit questions Monday September 26, 2022 – 3pmPST City to Provide Question Response Wednesday September 28, 2022 Proposals Due to City of Seal Beach Friday October 21, 2022 - 2:00pm PST Vendor Demonstration Meetings November 1 - 4, 2022 (Estimated) Final Vendor Selection December 2022 (Estimated)
Estimated Approval January 2023 (Estimated)
Implementation Start January 2023 (Estimated)
System Design and Installation January – May 2023 (Estimated) System Installation Complete June 2023 (Estimated)

2.2. General Proposal Instructions and Due Dates

2.2.1. Questions: All questions should be directed to [email protected], using email. Questions must be received no later than 3:00 p.m. PST, September 26, 2022. Questions received after this deadline will not be accepted.

2.2.2. Answers to submitted questions will be published via email on September 28, 2022, and will be provided to all vendors that have confirmed their intent to propose.

2.2.3. Proposal Delivery: Vendors are solely responsible for ensuring timely receipt of their responses in accordance with the Schedule of Events table.

2.2.4. Requests for extension of the submission date will not be granted unless deemed in the best interests of the City. Vendors submitting proposals should allow for normal mail or delivery time to ensure timely receipt of their proposal.

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2.2.5. Email completed responses on or before the Due Date as outlined within the Schedule of Events table to -
[email protected] (1) soft copy

2.3. Proposal Format

2.3.1. The proposal should follow the same outline as set forth in this Section of the RFP. Thus, each numbered section starting at the beginning should have an appropriate response such as “read and understood and included” or the pertinent information requested.

2.3.2. The proposer should address each point listed in the document directly below the numbered point. In this way, the City will be able to discuss the specific information requested and review the specific response without a cumbersome matching process. This includes all sections and points in this RFP.

2.3.3. Please include a Table of Contents at the beginning of the proposal clearly outlining the contents of each section.

2.3.4. Please provide the following sections, at a minimum:
• Understanding of Project Objectives
• Response to Telecom System Specifications
• Disclosures and Contractual Requirements – The City has attached its standard purchase contract that it intends to use for this procurement. • Appendices
• All proposals must be signed by a duly authorized official representing the vendor

2.3.5. Only written communication from the City may be considered binding. The City reserves the right to terminate the selection process at any time and to reject any or all proposals. The contract will be awarded to the vendor whose overall proposal best meets the requirements of the City.

2.3.6. The City shall not be liable for any pre-contract costs incurred by vendors participating in the selection process.

2.3.7. The contents of each vendor's proposal to the City, including technical specifications for hardware and software and software maintenance fees, shall remain valid for a minimum of 90 calendar days from the Proposal due date.

2.3.8. Vendors should provide copies of all sample contracts for application software and software support. Please note that all contracts are subject to negotiation.

The City plans to use the attached contract for this procurement.

2.3.9. The provisions of this Request for Proposals and all representations, warranties, and commitments in the Proposal and related correspondences as contractual obligations, shall become part of any contract that is entered.

2.4. Evaluation Criteria

2.4.1. All proposals will be evaluated using the following general evaluation Criteria:
• Compliance with format complete proposal and letter of introduction The City of Seal Beach Telecommunications System RFP
The City of Seal Beach Page 8 of 58
• Overall system design and adherence to RFP
• Installation procedures and personnel installation timeframe system testing/system turn-up/go-live
• System training after sale support – warranty, maintenance, upgrades • Similar projects – references – company experience
• Responsiveness of Proposal to RFP
• Quality and Sustainability of the Proposed Solution
• Length and Quality of Warranties
• Pricing

2.4.2. Please list each location separately in the proposal showing proposed equipment and costs

2.4.3. The evaluation process will consist of review and evaluation of proposals received by a team consisting of City personnel and consultants. The proposal will be awarded based on the vendor and proposal that best meets the needs and interests of the City.

2.4.4. Prices shall be shown for each line item.

2.4.5. Project Cost will be evaluated based on initial purchase and installation price and total cost of ownership over five years.

2.4.6. The City reserves the right to (i) conduct interviews with any vendor; (ii) negotiate final terms and conditions with one or more of the top scoring vendors; or, (iii) award a contract with or without further negotiation.

2.5. General Instructions

2.5.1. The City reserves the right to accept the proposal that is, in its judgment, the best and most favorable to the interests of the City, to reject the low price proposal, to accept any item of any proposal, to reject any and all Proposals, and to waive irregularities and informalities in any proposal submitted or in the Request for Proposals process.

2.5.2. Equipment must be new and fully eligible for manufacturer’s warranty. F.O.B.

City with inside delivery at designated City locations. Vendor must provide inside delivery of equipment to the physical address where the equipment will be placed into service, as defined in this RFP. Equipment delivery must be coordinated with City.

2.5.3. Freight costs shall be included in the unit price with inside delivery to the City.

Pallets must be broken down and boxes disposed of by the vendor.

2.5.4. ALL PROPOSALS WILL BECOME THE PROPERTY OF THE CITY UPON SUBMISSION. ALL PROPOSALS ARE SUBJECT TO DISCLOSURE UNDER THE CALIFORNIA PUBLIC RECORDS ACT. However, proposals will not be disclosed unless or until: a vendor recommendation is made to the City Council; all proposals are rejected; or, this RFP process is terminated without selection of a vendor.

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2.5.5. DO NOT SUBMIT CONFIDENTIAL INFORMATION. ANY NOTICES OF CONFIDENTIALITY, “DO NOT DISCLOSE”, “TRADE SECRETS”, OR ANY SIMILAR KINDS OF NOTICES WILL BE DISREGARDED.

2.5.6. The proposal shall constitute a binding offer to sell the proposed product(s) to the City and may not be withdrawn once the City has awarded the contract to the successful vendor, if one is awarded.

2.5.7. Nothing in this RFP shall be construed as any kind of promise to award a contract. A contract will be awarded, if at all, when determined to be in the City’s best interest to do so.

2.6. Configuration Specifications, Modifications, and Documentation

2.6.1. Under this procurement the City will accept proposals for a VoIP solution from any vendor capable of meeting both the voice and data communications requirements detailed in this RFP.

2.6.2. The quantities specified in the Telecommunications System Specifications provide sizing, component, feature and function specifications necessary for the proposer to develop system pricing that must be included. However, all proposers should note the following:

2.6.2.1. The component quantities listed are not necessarily the final quantities the City will purchase. Exact quantities may increase or decrease subsequent to the release of this RFP.

2.6.2.2. While the pricing information provided in proposals will be used to evaluate the various proposals received, the City will not enter into a contract for those or other quantities upon contract award. However the detailed component pricing must be valid for 90 days from date of the proposal. Component price decreases are acceptable, but price increases will not be allowed. It is each vendor’s obligation to take into
account the potential for price increases following
their submission of a proposal.

2.6.2.3. The City will not be responsible for any equipment order placed by the vendor, or other cost incurred by a vendor, prior to the award of a contract, if any.

2.7. Vendor Company Information

2.7.1. Please provide a background description of your company, which includes the following:

2.7.1.1. Non-Confidential Financial Statements

2.7.1.2. Age of company

2.7.1.3. Length of time producing/selling telecommunications equipment

2.7.1.4. Company ownership

2.7.1.5. Relationship with the proposed system’s manufacturer

2.7.1.6. Number of employees
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2.7.1.7. Number of office locations

2.7.1.8. Address of the nearest office location to the City

2.7.1.9. Address of the local office responding to the RFP

2.7.1.10. Specific company representative assigned to be the City’s contact, including name, address, phone, fax and email

2.7.1.11. Whether the vendor’s company experienced a workforce reduction in the past 5 years
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3. Data Network

3.1. Description of Current Technology

3.1.1. The City implemented its existing telecommunications system many years ago. The system supports 120 stations across 7 City locations.

3.1.2. The data network uses Cisco data network routers and switches.

3.1.3. PSTN carrier services are currently provided by 1 PRI’s with approximately 100 DID telephone numbers installed at City Hall. The City intends to migrate to SIP service or Cloud based internet access depending on the results of the proposal review and vendor proposals.

3.1.4. The City currently uses Intrado for E-911 location services.

3.1.5. The City’s data network, cable infrastructure and UPS equipment has been reviewed and will support the installation of a VoIP Telephone System including PoE and QoS features and capabilities. The City has also prepared the network to provide the needed IP addressing and subnet approach.

3.1.6. Vendors should assume the City’s data network will provide the needed POE and QOS capabilities for VoIP Deployment.

3.1.7. Even though the existing data network is built to deploy VoIP, vendors should plan to actively participate providing the City with specific system set up requirements regarding specifics of the proposed system.

3.2. Current Wide Area Network

3.2.1. Data network connections are carrier-provided fiber services between City buildings as shown below.

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4. Telecom System Specifications

4.1. General Requirements

4.1.1. SIP services will be implemented for inbound and outbound Public Switched Telephone Network (PSTN) Services providing shared access for all City Users.

4.1.2. Duplicate survivable core systems (Voice processing and Voicemail in both locations) to connect the 2 major locations. Seal Beach City Hall – 211 8th Street and Seal Beach PD – 911 Seal Beach Blvd.

4.1.2.1. The intended operation is that the system provides redundant CPU, Power supplies and software operation services between the 2 major core sites and can provide the needed fail-over.

All of the systems must function as if they are one.

4.1.2.2. Please describe the fail over between the 2 major core locations.

4.1.3. Local Survivable Gateways – the system should be designed such that all locations are survivable locally in the event of a wide area network failure with the understanding that carrier services may be impacted.

4.1.4. VMWare is currently used by the City’s IT Operations. The City is open to both virtualized and non-virtualized solutions.

4.1.4.1. As part of the base proposal, please propose the system with all needed servers and hardware.

4.1.4.2. Please provide detailed information regarding the proposed system regarding current or future plans to operate in a virtual environment using VMWare.

4.1.5. Cisco data switches are the City’s standard for their existing network equipment. These switches are fully operational and provide the needed network throughout for the existing telecommunications system. The City anticipates retaining these same data switches.

4.1.6. Unified Messaging: The proposed system should provide the ability for the City to integrate voicemail and Office 365 features and services. It is the responsibility of the vendor to define their offering, and to provide a solution that addresses the convergence of voicemail, email, fax, and other messaging systems. Systems to be addressed will include those provided under this RFP, and messaging systems maintained by the City.

4.1.7. Telephone System Paging Function: The proposed system should also provide the ability for users with the appropriate rights to perform paging through the speakers on the telephones. The System shall include the feature and ability for a user to dial a code and page through all phone speakers or a zoned subset of speakers on the phones installed in the specific location.

4.1.9. System Administration: A single point of management from any point on the network for all components including the IP-PBX, voicemail, auto attendant, and unified messaging system, E911 notification services, and other ancillary systems is preferred. The management interface shall provide the capability and flexibility for rapid, efficient, and cost-effective configuration changes to user profiles and IP telephone equipment through a standard browser-based interface.

System “Self Diagnostics” and trouble reporting shall also be described.

4.1.9.1. The proposed system should be capable of providing the hardware and software tools necessary to allow effective management of all communications systems from one location.

The City may wish to manage the system remotely, please describe how this application would work and how you would address security.

4.2. Voice Requirements

4.2.1. System Locations – Overview - The City is replacing its existing telephone systems at the locations detailed in the Table below.

Location Street Address WAN
Connection
(Up/Down)
Seal Beach City Hall 211 8th Street Cable –
200/20
Seal Beach Police Department 911 Seal Beach Blvd Fiber
500/500
Seal Beach Police Department –
Pier Substation
820 Ocean Avenue TBD
EOC Operations 911 Seal Beach Blvd. Included in
PD
Seal Beach Marine Safety
Department
888 Ocean Avenue Cable
200/20
Seal Beach Public Works
Department
1776 Adolfo Lopez Drive Fiber
500/500
Marina Community Center 151 Marina Drive Wireless
100/100
Seal Beach Tennis Center 3900 Lampson Avenue Wireless
100/100
North Center 3333 Saint Cloud Drive Cellular
50/10
Public Works – 1
st Street Facility 1
st Street PW Cable
200/20
McGaugh Pool 1698 Bolsa Ave. Cellular
50/10

4.2.2. Carrier Telco Services: Voice communications services today for the facilities are currently provided through a PRI at City Hall and POTS Lines in various Locations.

4.2.2.1. For redundancy purposes for premises-based systems, the City will migrate to SIP services with trunking at City Hall and Police Department
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4.2.2.2. For Redundancy purposes for cloud-based systems, the City will require the vendor to provide dedicated internet services to be used for the telephone system in the two locations as part of their proposed solution.

4.2.2.3. All DSU/CSU hardware (if needed) must be included under the itemized costs detailed of this proposal.

4.2.2.4. The City plans to configure the carrier SIP service with Telephone Number fail-over services between the two SIP Circuits. In the event of the loss of a SIP circuit, the selected carrier will automatically re-route the DID services from the failed circuit to the remaining circuit. Once the failed SIP circuit is back up, the carrier will automatically re-route the DID’s back to the original Circuit.

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4.2.3. System Configuration – Quantities for Purposes of the RFP

4.2.3.1. Vendors are asked to make sure the count of any type of ports for the conference room phones are included in the system design, regardless of whether they are IP or Analog stations.

4.2.3.2. Telephone sets must be Gigabit devices that will provide a switched Ethernet port to an attached computer at Gigabit Ethernet speeds.

Station -
Type 1
(analog)
Station -
Type
2 (analog/IP)
Station
- Type
3 Station –
Type 4
Station
– Type
5 Paging
Access
ACD
Seats
SIP – Trunking
(concurrent
calls)
Seal Beach City Hall 37 3 2 1 (15)
Seal Beach Police Department 4 1 45 4 1
Seal Beach Police Department
– Pier Substation 1 1 (15)
EOC Operations 10 10
Seal Beach Marine Safety
Department 1 2 18 1 1 1
Seal Beach Public Works
Department 14 1 1
1 Marina Community Center 1
Seal Beach Tennis Center 1 2 1 2
North Center 1 1 1
McGaugh Pool 1
Total 7 3 131 9 5 3 13 2 (30)

4.2.4. Telephone Device Requirements

4.2.4.1. Type 1 – Single-line analog station ports for existing analog applications such as TTY and fax machines.

4.2.4.2. Type 2 – IP/analog connections to existing peripheral devices,

4.2.4.2.1. Door Phones

4.2.4.2.1.1. 1 VoIP – PD, 1 VoIP Marine Safety

4.2.4.2.2. Gate Access Control

4.2.4.2.2.1. 2 – Analog for Call Box and Gate
Control - PD

4.2.4.2.3. PD Dispatch (non-emergency lines)

4.2.4.2.3.1. 2 – Analog for Call Transfer

4.2.4.2.4. Current Paging System at Marine Safety. Future paging system at Public Works and Tennis
Center.

4.2.4.3. Type 3 – Standard Telephone Set - A minimum of 10-lines and with multi-line color display, with fixed or flexible feature keys for message retrieval, conference, forward, transfer and hold capabilities, message waiting notification, headset connectivity, and a speakerphone The City of Seal Beach Telecommunications System RFP
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4.2.4.4. Type 4 – Direct Station Selector/Busy Lamp Field – Certain answering locations in the City currently have DSS/BLF devices connected to their telephones and wish to continue using that technology. Please include a minimum 24 button DSS/BLF.

4.2.4.5. Type 5 – Conference Room Station. The City is interested in seeing a quote for a high-quality wireless speaker phone designed to provide communication services in conference rooms of various sizes throughout City locations. Wireless phone to base application preferred.

4.2.4.6. Wireless Headset Tools – Provide a list of Bluetooth/DECT headsets that are compatible with the proposed telephone sets. The City is interested in products that can extend 300ft to 400ft.

4.2.4.7. North Center Operations – This location has a 3rd party program using the building that provides a Senior Meals program for the community.

This organization has a single POTS line. The City would like to be able to terminate their existing POTS line on the new system and provide this organization with automated attendant and Voicemail options for their operation.

4.2.5. Required Telephony Features

4.2.5.1. Abbreviated Dial with Off-Hook Indications – Busy indication of another station with autodial to that station through the depression of an associated key.

4.2.5.2. Outbound Caller ID – Ability to assign outgoing caller ID individually by station. For example, each School may need to send out their own main list number, while the City office users may choose to send out their own DID number on outgoing calls.

4.2.5.3. Incoming Caller ID – Assuming that the carrier will support name and number for inbound caller ID, the system provide this information on user displays.

4.2.5.4. Inbound Caller ID should follow the call and be displayed on transferred-to telephones even if the call is transferred multiple times.

4.2.5.5. Call Routing – Ability to route calls differently depending on Time of Day, Day of Week, Holiday, or other scheduling

4.2.5.5.1. Can routing to voicemail greetings be different for internal and external calls?

4.2.5.6. Standard Conferencing should be available to all users to add or drop participants. –

4.2.5.6.1. Provide the total number of participants on a standard conference call.

4.2.5.7. Directory – Ability to access and dial from a Citywide name/extension database from IP station sets

4.2.5.8. Call History – ability for users to view on telephone set display The City of Seal Beach Telecommunications System RFP
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4.2.5.9. Music on Hold – Ability to apply Music-on-hold on station or location selective basis. System must support .wav, .mp3, .wmv, .m4a files as the music source.

4.2.5.10. Variable Ringtones on Telephone Sets

4.2.5.11. Station Paging – Ability to provide paging functionality through the speakers on the proposed phones.

4.2.5.11.1. Individual Telephones

4.2.5.11.2. Paging Groups

4.2.5.11.3. Page all phones in a building

4.2.5.11.4. Page all phones Citywide

4.2.5.12. Voice Announce Intercom – Ability to dial a one or two digit number and automatically connect to another phone in a hands free mode.

4.2.5.13. Hands Free Answer Back – Optional Feature – Ability for a called party to respond to the page or intercom call by just talking back to the phone, without lifting the receiver or pushing a button on the phone.

4.2.5.14. Variable Call Recording – Optional Feature - the ability to record calls to a station “On Demand” with easy access to retrieving these recordings.

4.2.5.15. Call Recording (Existing) – The City currently records the calls on the Police Department’s non-emergency telephone lines. These lines currently terminate directly on the 911 dispatch system. Calls that need to be transferred out of the PD using those lines, use the 911 dispatch system conferencing feature and the dispatcher dials 10 digits or uses a speed dial to the destination transfer location. Does the proposed system provide the capability for the City to integrate analog or IP connections to a dispatch 911 system to allow direct call transfers from the dispatchers to other City departments?

4.2.5.16. Softphone client support compatible with Microsoft Windows Desktop applications and mobility clients compatible with Android and iPhone devices.

4.2.5.16.1. This client will allow outbound caller ID to override the cellular ID when calls are placed
from the cellular device.

4.2.5.16.2. Call control and transfer capabilities should be similar to a softphone user.

4.2.5.17. Station Mobility – Allow system users to log in and log out of an alternate IP telephone on the system to temporarily configure that phone as their own user device with a predefined username and PIN.

4.2.5.18. Twinning / Single Number Reach– The ability to simultaneously ring a user’s cell phone and desk phone.

4.2.5.18.1. Does the system allow City users, while on a cell phone call, to be able to arrive back at the
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office, dial a code on the cell (or desk phone)
and move the call to/from the desk phone.

4.2.5.18.2. Will the inbound caller ID information be
passed to the cell phone?

4.2.5.19. The system should support a mobile client compatible with Android and iPhone devices.

4.2.5.19.1. This client will allow outbound caller ID to override the cellular ID when calls are placed
from the cellular device.

4.2.5.19.2. Call control and transfer capabilities should be similar to a softphone user.

4.2.5.20. Remote Worker – The System should provide the City with the ability to have all licensed system users be able to use their laptop as a telephone from home. The system should also provide the ability for the City staff to move their office phone to their home and be able to answer business calls as if they were in the office.

4.2.6. Optional Costs - ACD Features – As an option, the City would like to know the costs and capabilities of the use of Automatic Call Distribution if installed on the proposed system. It is anticipated that this feature could initially be used in the Tennis Center for reservations and to provide a similar functionality for other departments. Please note the following requirements and operational needs:

4.2.6.1. The Phone counts for the type 2 phones includes the ACD users and is 14 ACD seats.

4.2.6.1.1. 2 seats for Tennis and 10 seats for EOC
operations.

4.2.6.2. One of the requested seats should be supervisor licenses.

4.2.6.3. The City would like to build a combination of potentially oneperson ACD queues or be able to deploy a group of telephones in the City Hall and/or various users throughout the system.

4.2.6.4. Please define what the proposed system will do when the agent in a single person ACD group is logged out. Will the system use an Automated Attendant to answer, will it forward or overflow? Please provide a review of the options for the City.

4.2.6.5. The City would like the proposed system to allow for the ACD to operate seamlessly throughout the City operation.

4.2.6.6. Agents/Staff logged on in at any site should be part of the same ACD Split allowing statistics to be combined.

4.2.6.7. Due to the wide variety of system features, it is possible that the proposed system might not have all the features listed below. If this is the case, please provide an explanation on any
alternatives available in the proposed system to provide similar functionality.

4.2.7. ACD Reporting - Include complete feature documentation including the following:

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4.2.7.1. ACD Queue Projected Hold Time Announcements

4.2.7.2. ACD Queue Caller in Queue Count

4.2.7.3. ACD Queue should offer the callers in queue an option to leave a message to be called back. The resulting message should be placed in the queue allowing the caller retain their original place in line. The system should then present the message to the agent for the return call.

4.2.7.3.1. Please provide information regarding how the return call is presented to the agent and whether the system will
automatically place the call.

4.2.7.4. Real time abandoned call report

4.2.7.5. Hold time for abandon calls (including short call abandon report)

4.2.7.6. Easy access to historical information

4.2.7.7. Customizable reports

4.2.8. ACD Alerts

4.2.8.1. Agent Alerts – The City is interested in allowing the agents to choose between either audible or visual alerts. Alerts should provide the agent with notification of various conditions that exceed certain City definable thresholds. Specifically, the system should provide status of call, current and cumulative group objectives, any queued calls, length in queue, etc.

4.2.8.2. Supervisors Alerts – The City is interested in allowing the supervisors to choose between either audible or visual alerts.

Alerts should provide the supervisor with notification of various conditions that exceed certain City definable thresholds.

4.2.9. Agent Licenses – The proposed system should include licenses necessary to provide for agents, groups and supervisors as identified. As mentioned above, 2 of the licenses requested should be supervisor level.

4.2.10. ACD agents also answer calls directed to personal DID while logged in as an agent. A call directed to an agent’s personal DID should follow pre-assigned call routing if the agent chooses not to answer. Incoming caller ID information for the next incoming call should be provided to the agent’s display while on a call.

4.2.11. Dynamic Agent Assignment – Please describe the proposed systems’ ability to allow the City to dynamically control agent assignment to various ACD queues.

4.2.12. Agents in Multiple Groups

4.2.12.1. Does the proposed system allow agents to be logged in, actively taking calls, in more than one split? If so, does this require multiple log-ins? Multiple lines?

4.2.12.2. Is the agent provided notification prior to answer of which queue the call is coming from? If an agent is logged into two The City of Seal Beach Telecommunications System RFP
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queues, does that count as two agents in determining system capacities?

4.2.12.3. The City is interested in having report statistics captured and stored at the agent level providing the capability to identify the agents’ call volume by group and skill. Please describe how the proposed system provides this capability.

4.2.13. Announcements

4.2.13.1.A single ACD queue must be able to answer for multiple caller and multiple applications. The City is interested in supplying customized caller announcements in queue, based on the called number.

4.2.13.2. Each ACD group must be provided with at least two (2) recorded individualized recorded announcements.

4.2.14. Cradle to Grave Reporting (OPTIONAL)

4.2.14.1. The City would like to be able to obtain detailed information regarding the activities of a specific call through the telephone system, automated attendant from the time the call is
answered to the time the call is terminated.

4.2.14.2. The City would like to be able to see statistics the number of transfers of a single call, how long the call was left on hold at any point in the call, what choices the caller made on an automated attendant, etc. To be able to trace the entire call from start to finish.

4.2.15. Automated Attendant Requirements

4.2.15.1. Routing by Dialed Number

4.2.15.2. Time of Day, Day of Week, and Holiday Routing Options.

4.2.15.3. Preprogrammed Override Options for closures due to scheduled, emergency or weather-related events with the ability to initiate the Override remotely

4.2.15.4. Custom greetings for special events.

4.2.15.5. The system must allow the caller to dial his or her choice at any time during the message.

4.2.15.6. The City may use the Automated Attendant at each location as overflow coverage in the event that local City Administrative support is busy on another telephone call, the Automated Attendant for that specific location answers the incoming call and offers the standard choices defined by that location.

4.2.15.7. Reporting – ability to provide reports on traffic, including total calls, which options are selected by callers, hang-ups, etc.

4.2.16. Voicemail Requirements

4.2.16.1. Voicemail Message Integration
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4.2.16.1.1. The City estimates a requirement for 150 initial users of the voice system. The City provides
Voicemail Boxes for Police Officers who have a
DID number, but not an assigned telephone.

4.2.16.1.2. The City utilizes Office 365 mail messaging system. Pricing for unified messaging for all
voice mail users must be included.

4.2.16.1.3. Message Delete -Sync – Please describe the
proposed system’s ability to allow a system user
to delete messages simultaneously from their
Voicemail in box and their email in box.

4.2.16.1.4. The City prefers a non-blocking system. Specify the maximum capacity the proposed system
provides.

4.2.16.1.5. Direct dialing from the Office 365 Contact list.

4.2.16.1.6. Caller ID included in Office 365 mail subject line.

4.2.16.1.7. Ability to listen to voice messages through Office 365 mail.

4.2.16.1.8. Will voicemail messages will be stored on a voicemail appliance or the Office 365
Environment?

4.2.16.2. Required Voicemail Features

4.2.16.2.1. Message waiting notification on telephone set and in email (Unified messaging)

4.2.16.2.2. User Changeable Passwords

4.2.16.2.3. Variable Settings for Maximum Message Length

4.2.16.2.4. Personalized Greetings – ability for user to switch between standard and secondary
greeting

4.2.16.2.5. Pre Recorded Greetings – Allow users to prerecord certain greetings and then be able to change the greeting in the office and remotely.

4.2.16.2.6. Personalized Menu within user mailbox- Ability to route callers differently depending on a
menu selection within the user mailbox. This
will be definable by user.

4.2.16.2.7. Ability for caller to “zero-out” of voicemail to a predefined destination if they choose to not
leave a message.

4.2.16.2.8. Does the proposed voicemail system capture
caller ID allowing the user to optionally hear
the calling number?
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4.2.16.2.9. Priority Queuing of Messages

4.2.16.2.10. Time-of-Day Stamp

4.2.16.2.11. Announcement Boxes

4.2.16.2.12. Speech Recognition – The ability to provide command access through user speech

4.2.16.2.13. Remote Access - The system must allow
users to easily access their mailbox from
outside of the system.

4.2.16.2.14. Mailbox Activity Reports – including when
boxes are accessed, and which mailboxes are
still using default passwords or have completed
user set up.

4.2.16.2.15. Transcribe Voicemail to Text - OPTIONAL

4.2.17. REQUIRED 911 Operations – this will provide building, room, cube, and device specific address information to the PSAP. All costs must be included - software, equipment and/or telephone utility – required to accomplish this notification.

4.2.17.1. The proposed solution must comply with federal laws specific to Kari’s Law and RAY BAUM’S Act.

4.2.17.2. Will provide on-network notification (to any endpoint on the City data network)

4.2.17.3. Will provide notification to City-owned smartphone mobile devices

4.2.17.4. Provide specific documentation indicating your proposed system complies with all 911 regulations of the FCC, the State of California.

4.2.17.5. Solution must be able to distinguish calls placed from City facilities versus home offices, hotels, etc.

4.2.18. Call Accounting System and Call Detail Reporting – Optional Feature - The itemize the cost of the system should be included in the Optional Equipment table later in the RFP and should include all one-time and ongoing subscription costs.

4.2.18.1. Describe the specific relationship with the manufacturer.

4.2.18.2. The System should provide reporting on incoming, outgoing and station to station calls, including call duration, frequently called numbers, etc.

4.2.19. System Management - The following System Administration features and capabilities, or functional equivalents, must be provided as part of the proposed system. These features must be available at all locations.

4.2.19.1. Remote Diagnostics/Remote Maintenance

4.2.19.2. Single Sign-on integrated with the City’s Active directory/LDAP.

4.2.19.3. Multiple Users - The system must allow for access and change capability for multiple, simultaneous users with varying privilege levels.

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4.2.19.4. Inventory Information - The system must provide inventory information on the number and type of telephone stations.

4.2.19.5. Trunking Information – the system must provide trunk configuration and utilization information.

4.2.19.6. Alarm Notification – System must provide for an alarm system that notifies both the remote maintenance center and the client, if certain client-programmed system performance thresholds are exceeded.

4.2.19.7. Recent and Past Change History - The proposed system must provide an audit trail of log-ins and when and what system changes were made.

4.2.20. Training Requirements

4.2.20.1. User Training - Classroom training, on working telephones, led by vendor provided instructors, for all users, on-site at the City is required.

4.2.20.2. Digital training resources in the form of video training and quick reference cards (customized for the City) should be provided.

4.2.20.3. Administrator Training - System programming, reporting, management, and configuration training, led by vendor provided instructors, for two City staff members.

4.2.20.3.1. Please describe additional system
administration and technical training that is
available, including projected costs for the
training classes, where they are held, who
provides them. Also indicate and if certifications
would be provided if the City’s staff completes
various levels.

4.3. Maintenance and Warranty

4.3.1. Warranty - Provide a copy of the warranty on the proposed system or a narrative description of the provisions of the warranty.

4.3.2. Factory-Trained Personnel - Indicate the number of service personnel in the Los Angeles area factory-trained to maintain the proposed system, including the street address of the service location.

4.3.3. Qualified Personnel - Indicate the number of service personnel in the area qualified to maintain the proposed system, including the street addresses of the service locations. This should include factory-trained personnel, personnel trained by the vendor and all other individuals who can perform technical services on the system.

4.3.4. Service Centers - Provide the locations and hours of operation of the service centers to be utilized.

4.3.5. Site Visit - The City may wish to conduct a site visit to the contractors’ Service Center.

4.3.6. Spare Parts - Provide a general listing of the spare parts available from each of these service centers.

4.3.7. Maintenance Plans - Provide details on maintenance service arrangements for the proposed system and the cost for any alternative available including The City of Seal Beach Telecommunications System RFP
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maintenance contracts and per-call maintenance. Provide the monthly maintenance contract price based on the initial equipped configuration including details on how this price is computed. The City is capable of performing some basic maintenance routines. Please provide information on any charges associated with customer provided maintenance.

4.3.8. Hourly Service Rates - Indicate the hourly rate the City can expect for service not covered by warranty or service contract for each of the proposed systems.

4.3.9. Maintenance Cost Escalation - Provide the rate at which the maintenance contract costs are escalated including any contractual limits in escalation of costs.

4.3.10. Modification Lead-Time - Specify the amount of lead-time required for moves, changes, additions, and deletions.

4.3.11. Repair Response Times - Describe the expected and guaranteed response time for “regular” and “emergency” services. Indicate what you define to be “regular” and “emergency” service. Guaranteed response times of greater than 4-hours for emergency services, and next business day for regular services, will not be acceptable.

4.3.12. Service Alternatives - Indicate the provisions for service and spare parts if your business terminates, is subjected to a strike, or shutdown for any reason.

4.3.13. Default - State what recourse is available if the proposed system does not perform as quoted and the customer is faced with loss or interruption of service.

Be advised that some form of liquidated damages for non-performance and/or system failure will be required in any final agreement.

4.3.14. Performance of Maintenance - Clearly identify if the proposer or a third party will provide maintenance services. The City will require the right to reject any third parties or sub-contractors under this agreement and in any event proposer will be responsible for all maintenance services.

4.3.15. Remote Maintenance –

4.3.15.1. Provide information on the capabilities of the system to interact with the Remote Maintenance Center (RMC) of the proposer.

4.3.15.2. How does the system notify the RMC of a trouble?

4.3.15.3. What diagnostic capabilities does the RMC have?

4.3.15.4. Can the customer communicate directly with RMC personnel?

4.3.15.5. How frequent is the proposed system polled by the RMC for routine maintenance?

4.4. Redundancy and Disaster Recovery Issues

4.4.1. Hosted Solution – System is hosted by in a public or private cloud that provides the required functionality.

4.4.1.1. There must be no single points of failure in the Telephony subsystem architecture; system upgrades and maintenance should not result in downtime or issues with system
performance.

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4.4.1.2. Failover within the provider network should be automatic and maintaining the same user functionality and seamless to the enduser

4.4.2. Premise-Based Solution - The system should be designed to provide the City with redundant operations allowing these locations to be fail-over sites for each other both for telephone operations and trunking.

4.4.2.1. It is the intent of this procurement to install the core of the new systems at City Hall and Police Department as a failover.

4.4.2.2. Hot standby call processor with a synched database copy that will take over from the main call processor if there is a failure.

Failover should be automatic and maintain the same user functionality.

4.4.2.3. The system should be designed to provide redundancy for the entire system including the voicemail system.

4.4.2.4. It is the intent of the City that, in the event of a failure of one of the core system servers, no calls would be lost and stations would re-register to the available server automatically.

4.4.2.5. Can the servers be virtualized using VMWare? The City only uses VMWare in their Data Centers.

4.4.2.6. Can the servers be installed and run on a hosted or Public Cloud environment?

4.4.2.7. When software maintenance is performed on the system, is a restart required?

4.4.2.8. Typically, what will the duration of a system restart be for a system of this size?

4.4.2.9. What, if any manual intervention is required for a restart?

4.4.2.11. Software Back-Up & Restoration - The City would like the proposed system to update the back-up anytime a change is made to the system. Please describe the operation of the back-up process and how the system can address this
requirement

4.4.2.12. Are all applications including voicemail backed-up simultaneously?

4.5. Acceptance
The City requires an acceptance period of at least 30 days subsequent to the completion of the Cutover. During this 30-day period the system must perform without interruption of services and in compliance with all representations offered in the vendor’s proposal. Should the system or other associated devices fail to perform satisfactorily, the 30-day time frame for acceptance will start over until such time as The City of Seal Beach Telecommunications System RFP
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the system performance is satisfactory for a period of 30 consecutive days. The Final payment (25% - including change orders) will be withheld, and the warranty period will not begin, until system acceptance.

4.6. Financial Information
Detailed pricing information is needed on the system. Provide the following financial data:

4.6.1. The response MUST INCLUDE an itemized schedule of all equipment and software for the proposed system. The pricing quoted must include all activities necessary for a complete, turn-key system, including, but not limited to:

4.6.1.1. Complete installation and programming of all system components and software.

4.6.1.2. Complete testing of all system components and software prior to system cutover, including QOS testing.

4.6.1.3. PSTN coordination including:

4.6.1.3.1. Coordination of SIP trunk installation with the PSTN service provider selected by the City.

4.6.1.3.2. Coordination of calling plan to allow for fourdigit dialing between stations.

4.6.1.4. On-site department station reviews and determination of user requirements.

4.6.1.5. Full system configuration documentation provided to the City to include all station features and function, complete trunking configuration information, and complete call flow information by station.

4.6.2. Cost detail for any non-standard features and optional items as detailed in the system specifications.

4.6.3. Any additional charges which apply for shipping and handling. Please specify dollar amounts.

4.6.4. A recommended payment schedule must be included. The City may reject any proposal with a final payment, due on acceptance of the system, of less than 25%.

4.6.5. Add/delete cost schedule for all system components, software, and station equipment - details on addition or deletion of all network components must be included. Include both pre-cut and post-cut prices. Indicate how long the post-cut prices will remain in effect. Pre-cut component pricing must remain in effect through system acceptance.

4.6.6. Maintenance costs for the system for Year 1 and for Year 2, as configured.

Please show each year separately. Please describe any Parts Labor Warranty included in the proposal. Clearly specify the warranty period for all hardware and software components. Maintenance costs should be itemized by The City of Seal Beach Telecommunications System RFP
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component. A specific maintenance cost must be clearly itemized for business day service on all proposed equipment and software.

4.6.7. Equipment Leasing Options – Provide the interest rate and monthly lease rate factor for three-, five-, and seven-year lease options.

4.7. Implementation

4.7.1. The selected vendor is expected to conduct regular project status reviews, including calls or meetings with City stakeholders.

4.7.2. The selected vendor must conduct a thorough and complete on-site station review. This station review process, performed by the selected vendor, will identify the following:

4.7.2.1. The type and quantity of all telephone stations, by City location, to be installed for City users during the
implementation process.

4.7.2.2. The telephone station programming, by user, including, but not limited to, telephone numbering, programmed features, call flow, recordings, detailed automated attendant operation, and voice mail capability.

4.7.2.3. Detailed voice system security plan that addresses the liabilities of the proposed system. Each system may require different protection measures; it is our expectation that the selected vendor will provide recommendations regarding
protection of this system in the City’s environment.

4.7.2.4. The PSTN network interface information by customer location to provide for local, long distance, E911, and intraorganization calling.

4.7.2.5. The information developed through the station review process will be provided to the City electronically. The selected vendor will detail the design to the City and gain the City’s acceptance before proceeding.

4.7.2.6. The Selected vendor is required to provide complete system documentation regarding the installed equipment.

4.7.3. Vendor is responsible for programming and testing of all unified communications and messaging configurations, trunking and telephone station programming

4.7.4. Vendor is responsible for placement and testing of all telephone sets.

4.7.5. Acceptance Test Plan - The selected vendor will develop and execute an acceptance test plan acceptable to the City, and final walk through with the City’s project manager in attendance. The test plan and walk through will include

4.7.5.1. Integration between Voicemail and Office 365 mail– Unified Communications

4.7.5.2. Copies of all equipment configurations for the City’s project manager review.

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4.7.5.3. Conducting a final walk-through inspection of the installation with the City’s project manager and the preparation of a punch list of items that need attention prior to final acceptance.

4.7.5.4. Completion of the punch list items and the request for a final acceptance walk through with the City’s project manager.

4.7.5.5. Final acceptance of the installation.

4.7.6. Estimated Implementation Timeline - The City would like to implement the system as soon as possible. The existing system is failing. Please provide an estimated implementation plan with various high-level milestones, assuming the contract would be awarded by the middle of January, 2023.

5.References

5.1. Provide at least three references of similar installed systems in the area, using the tables provided below – expanding them as necessary to include all relevant information. The references must be for premises or Cloud VoIP system installations, multi-locations customers, with a minimum of 100 telephone stations, and a centralized voice mail system.

5.2. While you are free to provide any references, the City prefers references to other cities or public agencies.

5.3. Be advised, references are a major element of the City’s selection criteria.

5.4. References may be contacted. By submitting a reference, the vendor agrees to release the City from all liability and to waive any and all claims, arising out of the City’s contacting any listed reference.

Reference #1
Customer Name
Contact Name
Contact Address
Contact Telephone Number
Contact E-mail
Installation Date of Comparative
System
Description of Comparative System –
please be specific and detailed on
number of locations and phones
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Reference #2
Customer Name
Contact Name
Contact Address
Contact Telephone Number
Contact E-mail
Installation Date of Comparative
System
Description of Comparative System –
please be specific and detailed on
number of locations and phones
Reference #3
Customer Name
Contact Name
Contact Address
Contact Telephone Number
Contact E-mail
Installation Date of Comparative
System
Description of Comparative System –
please be specific and detailed on # of
locations and phones
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6.Pricing

6.1. Pricing – Provide system costs on the accompanying spreadsheet. The component name should be clear and understandable, not simply a code or stock number. The cost must be the actual cost the City will pay for the component, not a list price with a summary discount at the end. Total Price equals the Quantity times the Unit Cost.

6.1.1. The spreadsheet should be completed by providing all requested costs. Pricing for all Base Components, Recurring Cost Components, and Optional Components should be included.

7.Delivery and Installation
The City anticipates working with the selected vendor to plan the implementation as soon as possible. The City will require the selected vendor to work with the City regarding the placement of telephones in the buildings.

The City anticipates cutover of all locations to be completed in early 2023. Please indicate whether you accept this schedule and identify the tasks, including site preparation that the City and the vendor will perform and/or be responsible for in order to accomplish delivery and installation of the system in this time frame. It will be assumed that any task not specifically stated to be our responsibility would be that of the vendor.

7.1.1. Implementation Plan - Within five days of contract award, the vendor must provide a tentative implementation plan with dates necessary to place the system into service. This plan must clearly identify the tasks and resource requirements of the City during the implementation process.

7.1.2. Risk of Loss - Please state when the City assumes risk of loss or damage of any of the equipment installed by the vendor.

7.1.3. System Physical Requirements - Please indicate the requirements for each location, for:

7.1.3.1. Floor Spacing

7.1.3.2. Floor Loading

7.1.3.3. Wall Space

7.1.3.4. Environmental factors such as air condition and ventilation

7.1.3.5. Minimum size door opening required for equipment movement

7.1.3.6. Specify the electrical and grounding requirements for the proposed system. Indicate what modifications will be needed, if any, at the site to meet those requirements. Unless otherwise stated, the vendor will be responsible for any necessary modifications.

7.1.4. Equipment Reduction - Explain any penalty or liability charge for reducing equipment or telephone instrument prior to and after installation of the proposed system.

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the premises. The vendor must comply with all building regulations regarding hours, any delivery rigging and method and location of equipment delivery.

7.1.6. Manufacturer Relationship - Please describe your precise relationship with the manufacturer of the proposed system (i.e., dealer, distributor, branch, common parent, etc.) Proposers who do not hold primary full dealership status with the proposed manufacturer and who are dependent on secondary distributor arrangements to obtain product and direct access to manufacturer level engineers are not acceptable.

If the vendor is other than the manufacturer, then a letter of similar commitment from the manufacturer must be included in the proposal.

7.1.8. Warranty - The Proposer must guarantee all of the installation work to be performed and materials to be furnished under the contract against defects in materials and workmanship for a minimum period of one (1) year from the date of final acceptance of the completed work. The Proposer shall, at their own expense and without cost to the City and within a reasonable time after receiving a written notice thereof, correct any defect in materials and/or workmanship of the installation which may develop during the guarantee period. Any associated damage to other items and/or finished surfaces caused by the defect shall also be corrected by the Proposer to the satisfaction of the City and at no additional cost.

7.1.9. Software Assurance – Maintenance and support quotes should include software assurance protection for the City. Please itemize this cost.

7.1.10. Software Updates – Please describe the following regarding available software upgrades:

7.1.10.1. How is the City notified of new software upgrades and tools available for ALL the systems proposed?

7.1.10.2. Does your company require software updates at these intervals or are they included/or optional?

7.1.10.3. Are software updates included in the maintenance contract?

7.1.10.4. In the case of VoIP solutions, do you provide recommended/required software updates for all network hardware in addition to the proposed system?

7.1.10.5. Please provide typical frequency of software updates on an annual basis.

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8. Disclosures and Contractual Requirements
Please note that any exceptions to the following requirements, as well as other sections, should be addressed in a separate section of the vendor’s Proposal. The City intends to use the form of agreement attached hereto as the contract between the selected vendor and the City, if one is entered.

Bulletins and Addenda
Any bulletins or addenda to the RFP specifications issued during the period between issuance of the RFP and receipt of RFP addenda are to be considered as part of this RFP and they will become a part of any contract. Receipt of bulletins or addenda shall be acknowledged by the vendor in their RFP Proposal cover letter.

Rejection of Proposal
Proposals that are not prepared in accordance with these instructions to vendors may be rejected or disqualified.

Acceptance of Proposals
Price is only one of many factors the City will consider in evaluating Proposals. The City reserves the right to accept the Proposal that, in its sole judgment, best serves the needs and interests of the City, to reject the lowest price Proposal, to accept any item of any Proposal, to reject any and all Proposals, and to waive irregularities and informalities in any Proposal submitted or in the Request for Proposals process.

Taxes
The City is not subject to Federal Excise Tax, any federal transportation tax, California Use Tax, and thus, no taxes shall be included in the proposed price.

Mandatory Contract Terms include, but are not limited to:

Compliance with Applicable Laws
Contractor agrees to comply with all applicable laws, regulations, and rules promulgated by any Federal, State, County, Municipal and/or other governmental unit or regulatory body now in effect or which may be in effect during the performance of the work. Included within the scope of the laws, regulations, and rules referred to in this paragraph, but in no way to operate as a limitation, are all forms of traffic regulations, public utility and Interstate and Interstate Commerce Commission regulations, Workers’ Compensation Laws, California Labor Code Section 1720 - 1861 (“Prevailing Wage Laws”), the Social Security Act of the Federal government and any of it titles, the California Department of Human Rights, Human Rights Commission, or EEOC statutory provisions and rules and regulations.

1. The successful Bidder and any subcontractor thereof shall pay all laborers, workmen and mechanics employed by them not less than the general prevailing rate of wages in the locality for each craft or type of workman or mechanic needed to perform such work and The City of Seal Beach Telecommunications System RFP
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the general prevailing rate for legal holiday and overtime work, in accordance with the Prevailing Wage Laws .

2. Bidders are required to increase wages as necessary during the term of this Contract so as to keep current with prevailing wage rates. No changes will be allowed in the amount of this Contract as additional compensation for such changes.

3. It shall be mandatory that the Bidder at all times observe and comply with all applicable laws, rules, ordinances, regulations, and City policies (available on the City website) including, but not limited to, the Prevailing Wage Laws, the California Human Rights Act, the Equal Employment Opportunity Act , and the California Penal Code in performing under the Contract. The rules and regulations of all authorities having jurisdiction over any aspect of the herein described project shall apply to the Contract throughout, and will be deemed to be included in the Contract the same as though herein written in full.

The failure of the successful Bidder to comply with this Section I may result in the Contract being cancelled, terminated, or suspended in whole or in part.

Indemnification
To the fullest extent permitted by law, the Contractor agrees to indemnify, defend and hold harmless the City, its individual members, officers, employees, agents, volunteers, successors, and assigns (“Indemnitees”) against any and all liabilities, damages, losses, expenses, demands, claims, stop notices, suits or judgments, including reasonable attorneys’ fees, court costs and expenses, including, but not limited to, claims for the death of or bodily injury to any person and for the loss of, damage to or destruction of any property in any manner arising out of, in connection with, or related to (1) any act or omission of the Contractor, its agents, employees, or subcontractors; (2) any breach by the Contractor of the Bid Documents; and (3) any bodily or personal injury suffered by Contractor’s employees in the performance of this Agreement. Additionally, the Contractor waives any and all rights against the City it may have under any Worker’s Compensation Act or interpretations of such laws, including, but not limited to those rights under the judicial decision in Kotecki v. Cyclops Welding Corporation. Contractor shall ensure that the Indemnification provision in this Section is inserted in every contract between Contractor and its subcontractors. If such provision is not contained within a subcontractor contract, or if a subcontractor’s insurance does not cover or is insufficient to pay such claims, Contractor shall assume all subcontractor liability for such indemnification of or contribution to the City. Further, without limiting the above, to the extent the City incurs any fees, costs or expenses of any kind whatsoever arising from, related to or connected with any business activities of the Contractor, such as the City’s compliance with asset discovery procedures, stop notices, liens, claims or any other claims or requests, the Contractor shall be responsible for all fees, costs and expenses incurred by the City related thereto,
Insurance
If the Proposal is accepted, the vendor shall acquire and maintain Workers’ Compensation, employer’s liability, commercial general liability, owned and non-owned and hired automobile liability, and professional liability insurance coverage relating to vendor’s services to be performed hereunder covering City’s risks in form subject to the approval of the City. The minimum amounts of coverage corresponding to the aforesaid categories of insurance per insurable event, shall be as follows:

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Insurance Category and Minimum Limits
The Contractor shall provide and maintain insurance in the amounts outlined below with companies acceptable to the City:

A. Worker's Compensation Insurance:

Coverage A — California Statutory Limits
Coverage B — Employer’s Liability Limits of not less than $1,000,000 each accident for bodily injury by accident and not less than $1,000,000 each employee for bodily injury by disease.

B. Business Automobile Liability Insurance: $1,000,000 per occurrence and in the aggregate for bodily injury and property damage and include coverage for all owned, non-owned, and hired automobiles.

C. Commercial General Liability Insurance. Contractor shall maintain during the term of this Contract, Commercial General Liability Insurance, on an occurrence basis, with policy limits of not less than one million dollars ($1,000,000) for each occurrence and three million dollars ($3,000,000) in the aggregate for bodily injury and property damage.

D. Professional Liability. Contractor shall also maintain during the term of this Contract, Professional Liability Insurance with policy limits of not less than one million dollars ($1,000,000) for each occurrence and two million dollars ($2,000,000) in the aggregate.

E. Umbrella Liability Insurance. It is required that an umbrella policy be written for a minimum of $2,000,000 for bodily injury and property damage. This umbrella policy would be in excess of the limits of the primary policy outlined above. The Contractor shall provide and maintain insurance in the amounts outlined below with companies acceptable to the Board:

F. Additional Insureds, Priority of Insurance and Subrogation. Contractor shall name, by endorsement if necessary, the City, its individual members, officers, employees, agents, volunteers, successors, and assigns (“Indemnitees”) as additional insureds on the Excess and Commercial General Liability Insurance policies. All insurance required of the Contractor under this Agreement shall be primary insurance and any insurance maintained by the Contractor that is applicable to any loss arising out of, related to or connected with the Agreement shall be on an excess basis. To the fullest extent permitted by the insurance policies required under this Section IV, Contractor waives any and all rights of subrogation it and its insurers may have against the Indemnitees.

G. Evidence of Insurance. Within five (5) business days after the Bid is awarded by the City, the Contractor must promptly tender a current insurance certificate(s) evidencing the insurance required under this Section IV. Upon request of the City, Contractor shall furnish a copy of the insurance policies, with all endorsements thereto.

H. Insurance Company Qualifications. All insurance shall be from a company authorized to do business in California and with at least an “A XII” rating from A.M. Best Company.

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Additional Insurance Provisions
All such insurance shall not be cancellable without thirty (30) days prior written notice being given to the City. All insurance shall indicate that it is primary and any material change shall cause notice to City thirty (30) days prior to the change.

With respect to the insurance required herein, the Contractor shall provide such insurance naming the City, the City Council and its members individually, and its employees and agents as “additional named insured.” The Contractor shall also purchase and maintain such insurance as will protect the City from and against all claims, damages, loss, and expenses, including attorney’s fees arising out of or resulting from the performance of the work, provided that any such claim, damage, loss, or expense (1) is attributable to bodily injury to or destruction of tangible property (other than the work itself), including the loss of use resulting there from, and (2) is caused in whole or in part by a negligent act or omission of the Contractor, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable, regardless of whether or not it is caused in part by a party to whom insurance is afforded pursuant to this paragraph.

Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then the City will have the option to declare Contractor in breach of the final contract, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverage. Contractor is responsible for any payments made by the City to obtain or maintain insurance and the City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under the final contract.

Primary Coverage. For any claims related to the final contract, the Contractor ’s insurance coverage shall be primary insurance with respect to The City of Seal Beach its Council, officers, boards, commissions, employees, and agents, and any insurance or self-insurance maintained by City for itself, its Council, officers, boards, commissions, employees, or agents shall be in excess of Vendor’s insurance and not contributory with it.

Reduction in Coverage/Material Changes. Contractor will notify the City in writing pursuant to the notice provisions of the final contract thirty (30) days prior to any reduction in any of the insurance coverage required pursuant to this RFP or any material changes to the respective insurance policies.

Waiver of Subrogation. The policies, except for professional liability, shall contain a waiver of subrogation for the benefit of the City.

Termination for Default
In the event of a breach of any of the terms of this Agreement including the Contractor’s warranties, the City may, at its option and without prejudice to any of its other rights, cancel any undelivered work or material.

Professional Liability
In performing its professional services, the Contractor will use the degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its profession practicing in the same or similar locality at the time the services are provided. The Contractor shall provide professional liability insurance in an amount not less than $1,000,000 per occurrence and $2,000,000 aggregate, and will provide certificates of insurance upon request. If a “claims The City of Seal Beach Telecommunications System RFP
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made” policy is used, it shall be endorsed to provide an extended reporting period of not less than three (3) years.

Intention
The vendor shall, unless otherwise specified, supply all installation, conversion, training, transportation, and incidentals necessary for the entire proper implementation of the selected systems. In addition, the vendor shall be responsible for the implementation in a most professional manner of all items as shown in the Proposal, stated in the specifications, or reasonably implied, in accordance with the contract documents.

Rights to Submitted Materials
All Proposals, inquiries, or correspondences relating to or in reference to this RFP, and all reports, charts, displays and other documentation submitted by the vendor shall become the property of The City of Seal Beach when received. The City reserves the right to use the material or any ideas submitted in the RFP.

Vendor Demonstrations
Select vendors will be requested, at no cost to the City, to demonstrate the proposed software and hardware systems at a mutually agreeable date and site.

Tax Exemptions
The City of Seal Beach is not subject to Federal Excise Tax, California Retailers Occupational Tax, California Use Tax or any federal transportation tax.

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9. Required Forms
Please read all documents included in this packet. Execute the Required Forms in this section and include with the proposal. Questions regarding items for the Proposal may be directed to [email protected] .

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ATTACHMENT A
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ATTACHMENT B

QUALIFICATION STATEMENT
BID DESCRIPTION: Telecommunication System
BIDDER: _____________________________
ADDRESS: _____________________________
A. The Bidder, listed above, hereby submits the name of the following insurance company(ies) meeting the requirements set forth in the Bid Documents, who would write the General Liability Insurance, in the event the Bidder is awarded the Contract.

1. Corporate Name: ___________________________________________________________ Address: ________________________________________________________________

2. Agent's Name: ______________________________________________________________ Address: ________________________________________________________________ Telephone Number: _______________________________________________________ B. How many years has your organization been in business? ________________________________ C. Have you ever failed to complete any contract awarded to you or otherwise failed to meet the time requirements of a contract within the last three years? If yes, note when, where, and why:

D. Are there any judgments, claims, regulatory proceedings, arbitration proceedings or suits pending or outstanding against your organization or its officers involving business operations? If yes, please provide a summary of such and the case number and jurisdiction in which the matter is pending.

E. Has your organization filed any lawsuits or requested arbitration within the last five years? If yes, please provide a summary of such and the case number and jurisdiction in which the matter is pending
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By: ___________ Firm Name: _______________________________ Print Name: Address: _________________
Its: City: _________________
Telephone: _________________ State:

Date: ________________

EXHIBIT B
Contractor’s Proposal
Telecommunications System RFP Response” dated
October 21, 2022, including Contractor’s Quote No. 10847 RFP Response
Unified Communications System and Contact Center
Presenting
for
Date: October 21, 2022
Contact: Aaron Betts, Operations Officer
888-546-8353 ext. 1110
[email protected]
Intelesys | Ontario, CA | (888) 546-8353 | www.it4ps.com 1 Telecommunications System RFP Response
Table of Contents
A. Project Cover Page........................................................................................................................... 1 B. Table of Contents ………………………………………………………………………………………………… 2 C. Executive Summary - Intelesys .................................................................................................... 3 D. Partner Managed.............................................................................................................................. 4 E. GoTo Cover Page.............................................................................................................................. 5 F. Understanding of Project Objectives ........................................................................................ 6 G. Response to Vendor Company Information........................................................................ 18 H. Response to Telecom System Specifications ...................................................................... 21 I. References........................................................................................................................................ 85 J. Response to Delivery and Installation ................................................................................... 87 K. Disclosures and Contractual Requirements......................................................................... 92 L. Pricing Option 1............................................................................................................................. 93 M. Pricing Option 2 (TIPS JPA)........................................................................................................ 98 N. Appendices ....................................................................................................................................103 O. Exhibit C..........................................................................................................................................104 P. Attachment B................................................................................................................................106 Q. Product Brochures.......................................................................................................................108 R. Certificate of Insurance .............................................................................................................115 2 2
Executive Summary – City of Seal Beach Hosted VoIP System The GoTo Connect Solution brought to you by Intelesys
The GoTo platform presented by Intelesys offers the best of the best in cloud technology as ranked by leading industry consultant groups such as Gartner. The platform is fully redundant and offers a top line feature set unmatched by any cloud solution in the market. GoTo delivers an integrated contact center solution and customizable features at a low monthly cost.

Intelesys chose to partner with GoTo based on our similar experience and focus on the government market space. For over 25 years Intelesys has been common a trusted technology provider for government institutions in California. By focusing on the specific needs in the government market, Intelesys has developed an expertise for the technologies and needs of the government community.

Intelesys proudly serves over 50 public agencies in California for their communication needs including the city of San Bernardino Municipal Water Department and Escondido Union School District. By understanding the unique needs of our clientele, Intelesys feels we are able to deliver a superior overall total solution. Intelesys was pleased to find a partner with similar experience in the GoTo hosted platform. GoTo is a dominant provider in the California market for government and education deployments.

Any great platform needs expert project management and thorough training for a successful deployment. At Intelesys, we have been doing installations, training and management of telephone system projects for over 25 years. Our local team of professional staff, not subcontractors, will design, program, train, and manage the GoTo solution with a VIP touch.

All work is completed by Intelesys staff who will work with Seal Beach’s IT team to provide comprehensive support in the installation of the new telecommunication’s system. Our staff are CJIS (Criminal Justice Information Services) certified for proper data handling and operation on your data network.

The Intelesys team would welcome the opportunity to provide a demonstration of the GoTo Connect product and review how our proven methodology of deployment, combined with the top rated GoTo platform, would be the best solution for the district, now and in the years to come. We would enjoy sharing our journey as a vendor and our selection process of GoTo as our hosted telephone system platform recommendation and share our ideas of how to best take the next steps in your telephone system solution.
.
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Partner Managed - VIP Installation
GoTo can install the GoTo Connect solution submitted in response directly at the quoted costs, however being a certified partner; Intelesys is offering its VIP services at no additional cost to the city of Seal Beach leveraging our 25 plus years’ experience in the government sector.

GoTo has chosen to partner with industry experts like Intelesys based on our local presence, knowledge of the local market, ability to dispatch local resources, and our ability to seamlessly design and integrate solutions with third party products such as software systems, analog devices and entry systems.

We present our team as an augmentation to the GoTo offering, delivering more than a commissioned representative; we deliver value and benefits at the same cost. Seal Beach will be a client of GoTo, with a professional advocate in Intelesys to help manage the design, deployment, and ongoing support of the solution, especially when a local resource is ideal.

Key Intelesys Support Advantages:
 AI Voice Greetings – Choose an AI voice of your preference and get a consistent and professional messaging brand with easy to implement changes now and down the road as needs change  Professional Call Flow Development – Our 25 plus years’ experience in designing and installing telephone systems allows us to bring a rich history of what works and how to deliver calls quickly and efficiently to their destination  Experienced Integrator – From data network design recommendations for high quality voice to external paging systems and door entries, the Intelesys team knows how to tie everything together for a complete, comprehensive solution  Hands-on training and support – Partnering with a local vendor delivers the value of the cloud combined with the access to local technical resources when needed  Government Expertise – For over two decades, Intelesys has developed an intimate understanding of the government market sector thru our client partnerships and industry peer groups such as MISAC (Municipal Information Systems Association of California) which we have attended for the past 12 years. Our experience gives us unique insight to specific needs such as public records requirements and community engagement goals.
“Bringing over 25 years’ experience in helping clients migrate their telecommunications systems to the cloud”
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GoTo Communications, Inc.

Response to
Telecommunications System
Proposed to:

City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
[email protected]
Proposed on: 21 October 2022
Primary Contact:

Rob Johnson
Principal Account Executive, Large Enterprise
[email protected]
626-513-0105
www.goto.com
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Understanding of Project Objectives
GoTo is pleased to present the GoToConnect Hosted Cloud Solution. GoTo is a leader in UCaaS, G2 just rated GoToConnect as the # 1 UCaaS solution. As you may notice, we have a new name: GoTo. At GoTo we create tools for IT management & support, and communication.

Our focus is simple: we make IT’s life easier, anywhere. We do it through software that’s easy to deploy and use, with an incredible record of reliability, and tools that can scale from SMB to enterprise.

We are the only company that can empower you to connect AND support your employees and customers with a single application.
• Simple: Our software is built for SMBs but powerful enough for enterprises. We know the value of SMBs to our economy, and we want to bring you the same value we bring companies like Salesforce and Dyson -- Our tools are easy to buy, easy to manage and easy to use. Because we know easy matters to you. You don’t have time for impossible, time-consuming headaches.
• Secure: Our company has been grounded in trustworthiness since day 1: we are recognized as such by countless third-party and consumer review sites (see “thank you” slide 10) because of our strongest reputation for uptime, customer support and reliability – and overall performance of our products; and we never sacrifice that trust, rather, we innovate on top of it, as we’re pioneers of Zero-Trust security. • Flexible: And this comes with bleeding-edge partnerships: we are proud to leverage our global network of trusted technology and channel partners to unlock more value for however you like to do business. With more than 100 strategic alliances, our API integration strategy enables simple, secure and flexible experiences across many verticals, anywhere.

We do all this through our GoTo portfolio of flexible-work software. Our simple, integrated solutions will empower your employees to do their best work. 6 6
This is the only and best way to keep both your employees AND customers connected, supported and secure – combined with SMB-affordability. This is software built to help you optimizing your tech stack (in 2022) to create efficiencies PLUS delivering cost savings... all while delivering the simplest, most secure and most flexible experience for IT professionals and their end-users.

Today, we are here to propose our GoToConnect solution. GoTo Connect is you ‘All-in-One’ communications software built for SMBs with a flexible approach to work’. We’ve designed it to solve for some common customer pain points including:
• Too many tools – workers and IT have a lot of apps to toggle through. • Inconsistence experiences & using the wrong tools at wrong time – access to some tools at the office but not at home.
• Complex back-ends – to many admin portals. One new employee needs to be set up on 101 different platforms.
• Reliability issues – either with platforms or bad wi-fi at home; lots of legal issues with other tools
• Security – a much bigger playing field now to combat cyber threats • Too much expensive for the ROI - a lot of tools usually equates to a lot of dollars.

To address these challenges GoTo Connect has been across built across the same fundamental principles as our other products, such as GoTo Resolve – to be Simple, Secure & 7 7
Flexible. The most advantageous and differentiating factor of flexibility though – is that as a business leader, you now get both your Unified Communications stack, coupled with GoTo Resolve – the only comprehensive IT management and support product on the market build for SMBs – and that flexibility for SMBs means that there is NO feature bloat… only what you need, to help drive your bottom-line success (the ultimate flexibility-test).

Simple: GoTo Connect is the easiest phone system to manage on the market. We create simple admin through our unified administration portal – that is recognized by admin users timeand-time again as the most intuitive, thanks to unique features like our Visual Dial Plan editor (no other major competitor offers this; and perfect for SMBs that are forced to regularly doublehat roles/responsibilities.

Secure: GoTo Connect customers secure peace of mind as we reduce unnecessary headaches where possible:
• Throughout Covid-19 and the surge to Video Conferencing platforms, our relentless focus on our stability of service saw us become the most reliable and therefore trusted video-meetings platform when compared to the competition. • Working from home can be a challenge with weak wi-fi, our Product/Solution requires the least bandwidth for Video and Screen Share compared to our competitors and this has been proven by independent sources: most importantly by end-users on review sites like G2 Crowd, TrustRadius, SoftwareAdvice, GetVoIP and more! •
Should our customers need us, they can reach us, anytime, anywhere – 24/7. Our customer support is yet again, consistently rated no.1 by end-users on review sites already referenced and notated on the slide.

Even more Flexibility: Our product can be accessed from any-where on any-device, for whatever the purpose – make and a receive a phone call, host a team meeting, conduct an internal townhall, organize and host a Virtual Event for customers, join an outbound sales campaign, train your new employees and allow them to form a ‘newbie chat group’. And again, because our portfolio is flexible, you can equip IT to provide remote support, access and endpoint management for all those scenarios. No other product on the market can do that!

A GLOBAL, UNIFIED SOLUTION, INDIVIDUALIZED TO SITE-SPECIFIC NEEDS The majority of our public sector customers have multiple, geographically dispersed locations with multiple, disparate communications systems in place to support all system users. Not only is this type of configuration difficult to manage and expensive to maintain, it also creates a dramatic technology gap. System fragmentation unnecessarily complicates life for employees daily, as well as for IT staff who are responsible for troubleshooting and supporting issues across all the different systems.
8 8
With GoTo Connect, our customers immediately eliminate these technology gaps between users and locations. GoTo Connect is set up for centralized management, billing, and analytics, resulting in consistent, tightly integrated experience for both customers and employees. At the same time, GoTo Connect empowers each site to individualize the solution to meet their needs.

From a simple, browser-based interface an individual school or government office can quickly and easily create and manage dial plans, auto attendants, messages, and other features to their specific needs.

SIMPLIFIED, ONE-WINDOW SYSTEM MANAGEMENT
Telephone system management, including regular moves, adds, and changes (MAC work) has long been difficult and resource-intensive for every organization. In-house personnel, certified manufacturer technicians, or telephone company resources must be dedicated to performing even the simplest tasks - from setting up a new employee, to reconfiguring a dial plan, or changing an auto attendant greeting.

With GoTo Connect, the entire system is managed from a simple, browser-based window.

Authorized customer administrators can easily login to the GoTo Connect Web administrator portal and customize every aspect of the solution using simple, drag and drop functionality and intuitive wizard guides. Even novice users can, with as little as one hour’s training, manage complex dial plans, add and edit users, devices, or extensions, and access reports and analytics on their own and without any assistance from their internal IT resources.

SYSTEM RELIABILITY AND POWERFUL SURVIVABILITY OPTIONS
Every level of our Cloud is engineered for redundancy and provides high availability and fault tolerance, achieving industry-leading uptime and reliability. At a basic level, our collocation facilities are best-in-breed and offer extremely high resilience to and redundancy against natural and man-made disasters. Within the Cloud, redundant equipment and network paths are maintained and deliver a highly available computing environment. Redundancy is even greater within this computing environment, as virtualization and true Cloud architecture provide complete software- and process-level redundancy.

Our Cloud offering operates from several dispersed, worldwide datacenter locations. GoTo Connect chooses datacenter facilities that are essential to the markets we serve, enabling us to provide highly available service and resilient network access to any geographic market.

All of our selected datacenters have successfully completed AT-101 SOC II security audits.

These audits stringently evaluate datacenter management, security, and controls over infrastructure and information, as well as the people, procedures, and systems which operate and support them.

In addition, the Business Continuity (JBC) product provides an extra layer of protection from public internet or WAN outages. Reinforcing the stability of the Jive Cloud platform, JBC delivers uninterrupted extension dialing, intercom access, prioritized 911 calls, and local survivability. 9 9
• Automate system failover and fallback. With JBC, you might not notice your next internet outage. NeJBC automatically kicks your system into failover mode and monitors the system until it can be fully restored.
• Preserve extension and outbound dialing. JBC allows you to make outbound calls and dial internally so you can reach clients, family, employees, and emergency services.

You can also receive prioritized inbound 911 calls.
• Prioritize your outbound emergency calls. In failover mode, your emergency calls should still take priority. That’s why, during an outage, calls to 911 will take an open line or bump an active call to connect you with emergency services.

The JBC is unique among hosted providers. It offers our customers the reliability of a premisesbased solutions, while allowing them to access the power of a fully hosted solution.

SIMPLIFIED, ALL-INCLUSIVE PRICING MODEL
GoToConnect’s simple, per-seat pricing model delivers all-inclusive monthly service costs. With GoToConnect, there are no hidden fees, no additional charges for features, and no per-minute costs for all local and domestic long distance dialing. GoToConnect also offers 24/7 full solution support for every customer at no additional cost and without requiring an additional service contract.

In addition, GoToConnect is
completely responsible for all software maintenance and updates. We manage and maintain all infrastructure, software, and hardware involved in the solution and ensure everything is kept upto-date. Our customers never pay for a user license or feature upgrade. Our service delivery platform is engineered in such a way that updates and maintenance do not require scheduled downtime but are instead rolled out across the platform during periods of low utilization.

GoToConnect Solution
Phones: Enterprise-grade with 100+ features, and comes with inclusive minutes for local, long distance and International calls.
10 10
Meetings: Video & Audio conferencing with screen share and advanced collaboration capabilities included. Meet with up to 250 people.

Contact Center: Feature-rich and easy to deploy cloud-based customer engagement solution that is designed to fit the budget of any small-mid-sized business.

Webinars & Virtual Events: An online event platform to deliver delightful experiences for your customers, while driving better engagement and lead generation.

Training & Townhalls: Online training software for better connections. Engage before, during and after session for enhanced virtual experiences
Why GoTo Connect
• We have the Best Administration Tools on the market.
• We're experienced, and it helped us be the Most Reliable platform throughout COVID19. • Our Customer Support is rated #1 by end-users, available 24-7 • We provide a Unique Portfolio of Flexible Software–UCaaS, CCaaS, Webinars & Virtual Events, Training & Support.
• We won't be beaten on Value for Money, save up to 33% against leading competitors.

Business Continuity
When outages hit, your essential phone functions remain on, ensuring you can still reach staff and emergency services with local survivability.
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GoTo Connect (f.k.a Jive) Safety Suite & Paging
GoTo Connect is more than a phone system. Check out our GoTo Connect’s solutions empower your districts.

Safety Slick: Enhance Workplace Safety with the Cloud
With the rise of violence in our schools, communities, and workplaces, employers in every market sector are concerned about creating and maintaining a safe workplace environment for their employees. SIP endpoints that integrate with GoTo’s Cloud-based phone infrastructure enhance workplace safety by providing:
• Overhead Paging. GoTo Connect includes handset paging across all system endpoints.

Enhanced with SIP-based emergency overhead speakers, attendants can alert specific zones or the entire workplace of an emergency.
• Visual and Audible Alert Notification. Attendants can quickly activate flashing strobe lights or audible alarms using their desktop handsets, immediately alerting the entire workplace of an incident.
• Emergency Call Buttons. Users press a large, illuminated button to immediately initiate a two-way conversation with designated managers.
• Electronic Door Locks. Audio and video door lock options control outside access to the workplace. Visitors identify themselves and attendants can unlock the door remotely to allow entrance.
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GoTo Connect with enhanced workplace safety features, is designed to operate on your existing IP network. Converging voice, data, and safety traffic allows employers to reduce monthly operating costs while increasing workplace safety at the same time.

GoTo Meeting, included with GoTo Connect
With an extensive
series of updates to the product, GoTo Meeting delivers a flawless experience from start to finish for both IT and end users. Shaped by thousands of customer conversations, the new GoTo Meeting revolutionizes the way you communicate with features designed to save you 14 14
time, so you can build stronger relationships and collaborate with ease. We’re by your side before, during, and after your meetings take place – modernizing workforce productivity that will prepare your organization for years to come.

Pre-Meeting:

Get started with meeting tools that make launching and joining meetings easy. • Business messaging: Communicate anytime with integrated chat. Start or join meetings in a single click – right from your current conversation. Learn More. • Your personal online meeting room: Create a custom meeting link that makes it easy to invite attendees to your own personal meeting room, reserved just for you. Learn More.
• Call Me: Let GoTo Meeting call your phone when it’s time for a meeting to start. Learn More.
• Join from your phone: Participants can dial in to the meeting from their phone for added flexibility on-the-go. Toll-free in over 50 countries. • Webcam preview: Test and preview your webcam before entering a meeting to check your connection and video.

In-Meeting:
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Share, collaborate and come up
with new ideas with in real-time with these GoTo Meeting features. • Screen sharing: Easily share your desktop, smartphone or tablet screen with everyone.

Present, collaborate and keep everyone on the same page.

Learn More.
• Meeting drawing tools: Draw on your screen to collaborate, brainstorm or present in real-time. Learn More.
• Commuter Mode for mobile meetings: Call in with a distraction-free environment while on the go. Commuter mode turns your entire phone screen into a color-coded audio/mute button that uses up to 90% less bandwidth. Learn More. • Custom backgrounds: Customize your webcam background and truly work from “anywhere.”
• Presenter control: Give meeting guests presenter control so they can share their screen and help run the meeting. You can even share control of your keyboard or mouse.

After your meeting
See what went well in your meeting and find action items or key takeaways. • Meeting transcriptions: Easily share automatic transcripts of your recorded meetings or look back for important notes and action items. Learn More. • Cloud recording: Record your meetings locally or in the cloud and share or revisit them later. Learn More.
• Meeting diagnostic reports: View stats and analysis of meeting performance on an individual level, for quick troubleshooting.
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Integrate with your favorite tools: Integrate GoTo Meeting with apps you already use in your workflow. Launch meetings directly from Slack, Outlook, Chrome or Salesforce for a smoother, more convenient meeting experience.
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Response to Vendor Company Information

2.7. Vendor Company Information

2.7.1. Please provide a background description of your company, which includes the following:

Since day one, we’ve helped people and businesses do their best work – simply and securely – from anywhere. Today, work and life are intertwined. At GoTo, we like to think of ourselves as your go-to. We help you focus on the things that matter most throughout the day: your projects, your professions, and even your personal passions.

It's not about where or when you work. It's about how you get it done.

In a flexibility-first world, great work can happen anywhere. That mindset has helped us fulfill the promise of reliability, connection, and simplicity for tens of millions of people, and in turn, has helped us become one of the world's largest SaaS companies – with more than 3,700 global employees, over $1.3 billion in annual revenue and tens of millions of users.

Today, we’re the trusted partner for companies of all sizes to connect, collaborate, secure their workforces, and support employees and customers. Our portfolio of products, including LastPass, GoTo Connect and Rescue, helps:
• People, by letting them work securely from wherever they need to, keeping them happy, safe, and productive.
• Businesses, by guaranteeing continuity in the face of disruptions, accelerating their ability to reduce costs and hit sustainability goals.
• Everyone, by delivering flexible tools built for navigating work and life easily.

GoTo is a private corporation. Since its founding in 2003, GoTo, formerly known as LogMeIn, has built its portfolio through strategic acquisitions and mergers. As a result, GoTo offers a diverse array products that meet the needs of an evolving SaaS industry and simplify how people work.

Recent mergers and acquisitions include:
• 2022: LogMeIn rebranded to GoTo to reflect our deep dedication to making IT easy, anywhere. GoTo’s announcement went far beyond a new name and logo, as we also launched a simplified product portfolio with a single application and two flagship products: the all-new IT management & support product, GoTo Resolve, and a new experience for the unified-communications-as-a-service (UCaaS) product, GoTo Connect.
• 2021: LogMeIn announced the intent to establish LastPass as a standalone company.

By establishing LastPass as a standalone business, the company plans to increase investment in the customer experience, go- to-market functions and engineering to 18 18
accelerate its organic growth in password management, Single Sign-On (SSO) and Multi-factor Authentication (MFA). Customers will experience planned enhancements on an accelerated timeline in 2022, with the benefit of additional dedicated LastPass resources.
• 2020: The LogMeIn group of companies are privately held entities under their holding company parent, LMI GP, Inc., which is 51% owned by Francisco Partners a leading technology-focused global private equity firm, and 49% owned by Evergreen Coast Capital Corporation, the private equity affiliate of Elliott Management Corporation. • 2020-2019: In December 2019, we entered into a definitive agreement (or the “Agreement”) to be acquired in a transaction led by affiliates of Francisco Partners, a leading technology-focused global private equity firm, and including Evergreen Coast Capital Corporation (“Evergreen”), the private equity affiliate of Elliott Management Corporation (“Elliott”).
• 2018: LogMeIn acquires Jive Communications, a rising star in cloud-based Unified Communications. Jive offers a UC portfolio that includes voice, video, contact center and mobile applications from a full cloud-based PBX phone system to high-quality video calling to advanced contact center controls and monitoring. • 2017: LogMeIn acquires Nanorep, an innovative digital self-service, chatbot and virtual assistant company. Based in Herzliya, Israel, Nanorep harnesses artificial intelligence and patented natural language processing technologies to create solutions that make self-service more engaging and intuitive.

2.7.1.1. Non-Confidential Financial Statements
Prior to August 31, 2020, our organization was a public company listed on NASDAQ (Ticket Symbol LOGM) and its financial statements for the periods running through June 30 2020 remain publicly available on the SEC's website (www.sec.gov). On August 31, 2020, LogMeIn, now known as GoTo, was acquired by affiliates of Francisco Partners (51% owner), a technology-focused global private equity firm with over $24 billion of assets under management, and Evergreen Coast Capital Corp (49% owner), the technology-focused private equity affiliate of Elliot Management Corporation (together Francisco Partners and Evergreen Coast Capital Corp. are referred to herein as the "Sponsors"), in a take private transaction valued at approximately $4.4 billion. The take private transaction was funded with $1.3 billion in equity contributions received from the Sponsors and $3.2 billion of debt from term loan and senor secured notes.

As a privately held company, GoTo's financial statements are no longer publicly available or distributed. It is the policy of the Company and its private equity Sponsors to not provide financial information.

2.7.1.2. Age of company
19 years

2.7.1.3. Length of time producing/selling telecommunications equipment 19 19
16 years

2.7.1.4. Company ownership
Corporation

2.7.1.5. Relationship with the proposed system’s manufacturer GoTo is the manufacturer of the system being proposed.

2.7.1.6. Number of employees
2022: Around 3700 employees globally.

2.7.1.7. Number of office locations
Our Headquarters are located in Boston, MA and we have offices located worldwide in the following countries: United States, Canada, Brazil, Guatemala, Ireland, Hungary, Germany, India, Singapore and Australia.

2.7.1.8. Address of the nearest office location to the City 2570 W 600 N, Lindon, UT 84042

2.7.1.9. Address of the local office responding to the RFP 2570 W 600 N, Lindon, UT 84042

2.7.1.10. Specific company representative assigned to be the City’s contact, including name, address, phone, fax and email
Rob Johnson
Principal Account Executive, Large Enterprise
[email protected]/ 626-513-0105

2.7.1.11. Whether the vendor’s company experienced a workforce reduction in the past 5 years
No.
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Response to Telecom System Specifications

4. Telecom System Specifications

4.1. General Requirements

4.1.1. SIP services will be implemented for inbound and outbound Public Switched Telephone Network (PSTN) Services providing shared access for all City Users.

GoTo hosted services are run on Jive Cloud, a proprietary, cloud-based platform. Jive Cloud has been purpose-built from the ground up to deliver the most economical and powerful hosted services on the market.

Jive Cloud provides an interconnect between the public internet, the public switched telephone network (PSTN), and client-side LAN that allows GoToConnect users to place voice and video calls from their Internet-connected Ip telephones to other users on the PSTN regardless of how they are connected (e.g., cellular, VoIP, analog, etc.).

Unlike traditional premises-based VoIP deployments that connect to the PSTN on the premises via a dedicated voice circuit (e.g., PRI, T1, ISDN), with GoToConnect, all inbound and outbound voice traffic travels via the Internet (WAN connection) to Jive Cloud.

As we are proposing a cloud-based solution, responsibility for redundancy falls to GoTo.

GoTo collocates with top-tier datacenter facilities, offering high levels of security, redundancy (power, cooling, and network), and scalability. Jive Cloud is housed in eight SSAE16 certified datacenters across the United States and has fully redundant computing and networking components. Datacenters are geographically dispersed to provide fast and reliable network access, and to minimize round-trip latency for GoTo's hosted services. At a basic level, GoTo's collocation facilities are best-in-breed and offer extremely high resilience to and redundancy against natural and man-made disasters.

Redundancy is even greater within this computing environment, as virtualization and true Cloud architecture provide complete software- and process-level redundancy.

4.1.2.1. The intended operation is that the system provides redundant CPU, Power supplies and software operation services between the 2 major core sites and can provide the needed fail-over. All of the systems must function as if they are one.
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GoTo maintains practices for business continuity and disaster recovery. All business functions are distributed across at least two geographical regions including G&A, Care, IT, Security functions and Product operations.

Documentation is not shared outside of GoTo.

GoTo provides resilient infrastructure supported around the world 24x7x365, including compliance with its Disaster Recovery and Business Continuity Plans that ensure no one critical person could be the weak link in the service provision Business continuity and disaster recovery procedures are tested and updated at least annually. Technology outage or disruption affecting your organization, resulting in activation or alternative Data Center recovery arrangements scenarios are used in the planning or responses in the event of a significant Technology Resilience outage or disruption.

The potential threats and crisis scenarios considered in our BC planning strategy include:
▪ Natural disaster
▪ Pandemic/ Mass Absenteeism
▪ Widespread Regional Disruption
▪ Critical Service Provider Failure
▪ Data Center Disruption
▪ Long-term building disruption
▪ Short-term building disruption
▪ Land line outages/ overloads and
▪ Major or severe technology outage.

Recovery Scenarios tested to meet contracted RT services include:
▪ Data Center Unavailability Test
▪ Mass Application failover (Data Center unaffected)
▪ Individual application failover
▪ Recovery from Backup media (single application)
▪ Recovery from Backup media (multiple application)
▪ Extended failover (run from alternative site as production) ▪ Component level recovery testing (e.g. mass database failover) Due to the maturing of our program we are limiting the types of information we are willing to share externally in order to ensure the confidentiality, integrity, and availability of GoTo Information and IT systems.

4.1.2.2. Please describe the fail over between the 2 major core locations.

Every level of GoToConnect powered by Jive is engineered for redundancy and provides high availability and fault tolerance, achieving industry-leading uptime 22 22
and reliability. At a basic level, GoTo's collocation facilities are best-in-breed and offer extremely high resilience to and redundancy against natural and man-made disasters.

Within GoToConnect powered by Jive Cloud, redundant equipment and network paths are maintained and deliver a highly available computing environment.

Redundancy is even greater within this computing environment, as virtualization and true Cloud architecture provide complete software- and process-level redundancy. All core call-processing intelligence is clustered and housed in eight SSAE16-certified, geographically separated, fault tolerant co-location facilities with automatic failure-over.

This allows us to guarantee an uptime of 99.99% in any calendar year. While we guarantee and promote our 99.99% uptime, we are constantly tracking this and seeing 99.995% or better uptime. That equates to roughly 2 minutes and 11 seconds of downtime a month, or 26 minutes 17 seconds a year.

Datacenters are geographically situated to provide fast and reliable network access, and to minimize round-trip latency for GoToConnect.

GoToConnect phones are set up to connect to our data centers by using GeoDNS - which gives the phone the capability to connect to the closest datacenters to it. The phone maintains a list of 3 data centers, a primary, secondary and tertiary. If one of the data centers becomes unavailable, the phone will query for a new data center to replace the one that is unavailable.

If a failure happens within a datacenter, a call in progress will continue but there won't be any call control - ie transferring, etc. Phones will register to the backup datacenter and service continues.

If an entire datacenter fails, a call in progress will be dropped except in the case where media release is enabled and the call is internal. (Media release keeps internal communications within the customer network.) Phones will register to the backup datacenter and service continues.

Through the GoTo Connect Business Continuity appliance, GoTo provides PSTN Failover as a feature associated with GoToConnect. It provides service continuity and survivability in the event of a local wide area network outage, ensuring calls can still be made if Jive Cloud is inaccessible to the phones. Business Continuity provides the following features:
o Built in Jive Netview Appliance for voice network monitoring 23 23
o SIP Proxy configuration for Internal Dialing during an outage o WAN failure (Detection, Failover and Fallback)
o Emergency Analog Failover - 2,4,6,or 8 analog lines (provided by the customer) can be used with the JBC for outbound and E911 priority calling in the event of WAN failure.
o Outbound Calls Analog Failover and Emergency (911) Priority o Logging and Monitoring
o VPN services
o DNS Server
o STP, SIP over TLS

4.1.4. VMWare is currently used by the City’s IT Operations. The City is open to both virtualized and non-virtualized solutions.

N/A as this is a cloud-based solution.

4.1.4.1. As part of the base proposal, please propose the system with all needed servers and hardware.

GoTo is proposing a complete, turnkey solution. This includes installation, maintenance, training, and all aspects of a Hosted VoIP system, such as unlimited auto attendants, voicemail boxes, call configuration, and online administration. Such features are a standard part of GoToConnect.

As noted above, servers and hardware on site are not required as part of this cloud-based solution.

4.1.4.2. Please provide detailed information regarding the proposed system regarding current or future plans to operate in a virtual environment using VMWare.

As noted above, servers and hardware on site are not required as part of this cloud-based solution.

4.1.5. Cisco data switches are the City’s standard for their existing network equipment.

These switches are fully operational and provide the needed network throughout for the existing telecommunications system. The City anticipates retaining these same data switches.

GoTo has read and understood this requirement. We see no issues. 24 24

With GoToConnect, users can designate an email address to which a copy of the voicemails should be sent. The voicemail messages are attached as a .wav or a .wav49 file, and the email contains call information such as caller ID, duration, etc. This is an extremely popular feature, as it allows end-users to listen to their voicemail anywhere they have email access.

In addition to allowing voicemail messages to be attached to email notifications, the option also exists to have the message automatically deleted from the phone system once the email is sent to the user. This prevents the situation where voicemail is being managed through email but the user still has to go back into the voicemail system in order to delete the messages there in addition to deleting in email.

All of the GoTo-supported VoIP handsets support intercom and paging over the two-way speakerphone. This feature is accessed by simply dialing a * (asterisk) before the extension number. This feature can be used on a one-to-one basis, or groups can be created that allow one-to-many paging (two-way audio is only available in one-to-one handset paging). For convenience, privacy, and administrative flexibility, this feature can be deactivated on an extension-by-extension basis.

GoTo can also interface with existing paging/intercom equipment, preserving that investment in existing infrastructure. To do this, an ATA (analog telephone adapter) device is provisioned that (when connected to the LAN) connects GoToConnect and the existing paging infrastructure. Both amplified and non-amplified audio can be output from the paging adapter. When implemented, the paging adapter is simply dialable as an extension on the system (for security a password can be required before connecting).

4.1.8. External Paging System Access: The City has an existing external paging systems used by the lifeguards. The System must support the ability for defined users to dial a code, access the external paging system and page through all speakers or a zoned subset of speakers
GoTo can also interface with existing paging/intercom equipment, preserving that investment in existing infrastructure. To do this, an ATA (analog telephone adapter) or 25 25
paging interface device is provisioned that (when connected to the LAN) connects GoToConnect and the existing paging infrastructure. Both amplified and non-amplified audio can be output from the paging adapter. When implemented, the paging adapter is simply dialable as an extension on the system (for security a password can be required before connecting).

The management interface shall provide the capability and flexibility for rapid, efficient, and cost-effective configuration changes to user profiles and IP telephone equipment through a standard browser-based interface. System “Self Diagnostics” and trouble reporting shall also be described.

GoToConnect’s administrator portal is browser-based and offers easy, intuitive access and control over all system features and functions. These password-protected controls are available online and can be used anywhere the administrator has Internet access.

Administrators can view, configure, and modify all system user information, devices, lines/extensions, and services. Within the portal, administrators use drag-and-drop functionality and wizard tools to quickly and easily create user groups, manage policies and permissions, modify dial plans and schedules, and upload prompts and hold music, and much more. User administrators have virtually the same level of account access as GoTo support engineers. Customers therefore have the ability to self-serve in almost every aspect of the hosted services. The administrator portal is an integrated part of the GoToConnect, included at no additional cost.

The GoToConnect softphone on a PC or Mac also functions as a user portal. This is where users can set their preferences in areas of their communications such as Find Me/Follow Me and voicemail.

Within the Administration Portal, there is a System Health dashboard which allows client administrators to monitor the following areas:
o Audio Quality and Call Volume - Total number of call legs and audio quality over 24 hours. This shows the hourly call volume with Mean Opinion Score (MOS), which measures audio quality based on how a listener would rate a call's clarity. o Average Audio Quality - Mean Opinion Score. The Mean Opinion Score is a measure of quality based on how a listener would rate a call's clarity from 1-5.

This is a useful benchmark for the overall audio quality of your phone system. o Audio Delay - Average latency in milliseconds. This is how long it takes for your system to send and receive voice data over the internet. Delays longer than 100 ms can cause audio to lag in conversations.
o Audio Connection - Percent of packets lost. This measures the percentage of voice data packets lost out of all of those sent from a phone to your system. Too 26 26
many packets lost (above 1%) may cause the audio to noticeably drop in and out. Higher numbers may cause the call to drop completely. o Device Statistics - Number of devices online and offline. A device is "online" when it can readily communicate with other devices and is "offline" when not turned on or connected to other devices.

Notification alerts can be setup for trigging proactive alerts to Administrators based on thresholds established. Voice/Video logs show detailed levels of network connectivity to enable prompt troubleshooting/resolution.

4.1.9.1. The proposed system should be capable of providing the hardware and software tools necessary to allow effective management of all communications systems from one location.

GoTo has read, understands and complies with this requirement.

4.1.9.2. The City also requires maintenance and ongoing enhancement and other support services from the selected vendor; however, the City wishes to manage the day-to-day adds, moves, and changes internally. The City may wish to manage the system remotely, please describe how this application would work and how you would address security.

GoToConnect Customer Experience brings together the expertise of the GoToConnect Service Account Management, Technical Support, and Customer Service teams to deliver world-class, personalized service and support. All GoToConnect Customer Experience teams are Americas-based and available 24/7, through multiple channels, including toll free telephone and email. All access is unlimited and included in your monthly service fees. No additional contracts are required or fees apply.

The system can be managed via the GoToConnect Administration Portal - The administrator portal is browser-based and offers easy, intuitive access and control over all system features and functions. These password-protected controls are available online and can be used anywhere the administrator has Internet access. Administrators can view, configure, and modify all system user information, devices, lines/extensions, and services. Within the portal, administrators use drag-and-drop functionality and wizard tools to quickly and easily create user groups, manage policies and permissions, modify dial plans and schedules, and upload prompts and hold music, and much more. User administrators have virtually the same level of account access as GoToConnect support engineers. Customers therefore have the ability to self-serve in almost every aspect of the hosted services. The administrator portal is an integrated part of the GoToConnect hosted solution, included at no additional cost.

4.2. Voice Requirements
27 27
GoTo has read, understands and complies with this requirement.

4.2.1. System Locations – Overview - The City is replacing its existing telephone systems at the locations detailed in the Table below.

GoTo has read, understands and complies with this requirement.

4.2.2. Carrier Telco Services: Voice communications services today for the facilities are currently provided through a PRI at City Hall and POTS Lines in various Locations.

GoTo has read and understood.

4.2.2.1. For redundancy purposes for premises-based systems, the City will migrate to SIP services with trunking at City Hall and Police Department GoTo is proposing a complete, turnkey solution. This includes installation, maintenance, training, and all aspects of a Hosted VoIP system, such as unlimited auto attendants, voicemail boxes, call configuration, and online administration. Such features are a standard part of the proposed solution.

GoTo hosted services are run on Jive Cloud, a proprietary, cloud-based platform.

Jive Cloud has been purpose-built from the ground up to deliver the most economical and powerful hosted services on the market.

4.2.2.3. All DSU/CSU hardware (if needed) must be included under the itemized costs detailed of this proposal.

GoTo has read, understands and complies with this requirement.

4.2.2.4. The City plans to configure the carrier SIP service with Telephone Number fail-over services between the two SIP Circuits. In the event of the loss 28 28
of a SIP circuit, the selected carrier will automatically re-route the DID services from the failed circuit to the remaining circuit. Once the failed SIP circuit is back up, the carrier will automatically re-route the DID’s back to the original Circuit.

GoTo has read, understands and complies with this requirement.

4.2.3. System Configuration – Quantities for Purposes of the RFP GoTo has read, understands and complies with this requirement.

4.2.3.1. Vendors are asked to make sure the count of any type of ports for the conference room phones are included in the system design, regardless of whether they are IP or Analog stations.

GoTo has read, understands and complies with this requirement.

4.2.3.2. Telephone sets must be Gigabit devices that will provide a switched Ethernet port to an attached computer at Gigabit Ethernet speeds.

GoTo has read, understands and complies with this requirement.

4.2.4. Telephone Device Requirements
GoTo has read, understands and complies with this requirement.

4.2.4.1. Type 1 – Single-line analog station ports for existing analog applications such as TTY and fax machines.

GoToConnect Hosted VoIP is compatible with analog handsets using ATAs.

Depending on the deployment we can provide single port ATAs as well as multiport ATAs.

4.2.4.2. Type 2 – IP/analog connections to existing peripheral devices, GoTo recommends that the customer maintain POTS lines that support elevators, alarms and other security systems. Other analog devices, such as FAX machines can interface with GoToConnect using an ATA. However, GoTo recommends that POTS lines used for extensions and other telephony services be ported to GoTo to deliver an overall cost savings, fully unified solution, and better customer experience. (Note: GoTo does not provide POTS lines).

4.2.4.2.1. Door Phones
GoToConnect can interface with analog door phones through ATA (analog telephone adapter) devices or through SIP endpoints (if enabled).

GoTo offers a range of solutions depending on the functionality 29 29
requested. Additional integration capability is done on an as-needed basis with our sales engineering team.

4.2.4.2.1.1. 1 VoIP – PD, VoIP Marine Safety
“read and understood and included” If Analog phone being used and may require ATA.

4.2.4.2.2. Gate Access Control
Through the GoTo Safety Suite customers can integrate their phones, gates, bell, intercom, and paging systems to quickly send a single campus alert through all of the IP devices. It is easy to add additional endpoints like panic buttons to immediately connect to emergency services. This solution allows you to leverage your equipment to launch a coordinated emergency response. Management like adding zones, locations, and changing system configurations can be done through the Administration Portal.

4.2.4.2.2.1. 2 – Analog for Call Box and Gate Control - PD See response above.

4.2.4.2.3. PD Dispatch (non-emergency lines)
“read and understood and included” If Analog phone being used and may require ATA.

4.2.4.2.3.1. 2 – Analog for Call Transfer
“read and understood and included” If Analog phone being used and may require ATA.

4.2.4.2.4. Current Paging System at Marine Safety. Future paging system at Public Works and Tennis Center.

All of the GoTo-supported VoIP handsets support intercom and paging over the two-way speakerphone. This feature is accessed by simply dialing a * (asterisk) before the extension number. This feature can be used on a one-to-one basis, or groups can be created that allow one-tomany paging (two-way audio is only available in one-to-one handset paging). For convenience, privacy, and administrative flexibility, this feature can be deactivated on an extension-by-extension basis.

GoTo can also interface with existing paging/intercom equipment, preserving that investment in existing infrastructure. To do this, an ATA 30 30
(analog telephone adapter) device is provisioned that (when connected to the LAN) connects GoToConnect and the existing paging infrastructure.

Both amplified and non-amplified audio can be output from the paging adapter. When implemented, the paging adapter is simply dialable as an extension on the system (for security a password can be required before connecting).

For the Tennis Center to handle reservations, we suggest one of two levels of Contact Center functionality currently available through GoTo.

The first is GoTo Contact Center which allows you to run your call center like you run your business, offering analytics in real-time for all of the queues on the system. These reports can be refined to specific queues, the results can be filtered and exported. The Supervisor Dashboard within GoTo Contact Center gives supervisors and managers at-a-glance, realtime analytics that can be refined to only show certain queues.

Permissions to view these reports can be set on user and user group levels.

Also included in GoTo Contact Center are realtime dashboards for agents and supervisors through the GoToConnect softphone, wallboards, supervisor listen/whisper/barge monitoring, agent pause codes, and more.

If more sophisticated Contact Center functionality (such as cradle-tograve reporting, workforce management, etc) is required, GoTo has partnered with NICE InContact for GoToConnect Contact Center Pro (NICE CXone).

4.2.4.3. Type 3 – Standard Telephone Set - A minimum of 10-lines and with multi-line color display, with fixed or flexible feature keys for message retrieval, conference, forward, transfer and hold capabilities, message waiting notification, headset connectivity, and a speakerphone
GoTo has read, understands and complies with this requirement.

GoTo has read, understands and complies with this requirement.

4.2.4.5. Type 5 – Conference Room Station. The City is interested in seeing a quote for a high-quality wireless speaker phone designed to provide 31 31
communication services in conference rooms of various sizes throughout City locations. Wireless phone to base application preferred.

GoTo has read, understands and complies with this requirement.

4.2.4.6. Wireless Headset Tools – Provide a list of Bluetooth/DECT headsets that are compatible with the proposed telephone sets. The City is interested in products that can extend 300ft to 400ft.
“Read and understood and included” Suggest quoting DECT technology because of range needed. Possibly consider adding AP's.

4.2.4.7. North Center Operations – This location has a 3rd party program using the building that provides a Senior Meals program for the community. This organization has a single POTS line. The City would like to be able to terminate their existing POTS line on the new system and provide this organization with automated attendant and Voicemail options for their operation. “read and understood and included” If Analog phone being used and may require ATA. Phone number can be ported to PBX, dial plan setup to call forward to that external number.

4.2.5. Required Telephony Features
GoTo has read, understands and complies with this requirement.

4.2.5.1. Abbreviated Dial with Off-Hook Indications – Busy indication of another station with autodial to that station through the depression of an associated key.

GoToConnect supports presence monitoring via the Web application and via the busy lamp field on handsets. Presence Monitoring allows users to visually monitor other lines (extensions) to know whether or not an employee is on an active call.

Speed dial options can be set up on any phone within GoToConnect. Speed dial can be configured for quicker calling on a desk phone or even within the click-tocall desktop interface, softphone, or mobile app. Speed dial settings are typically unique to the specific phone model used.

GoToConnect supports caller ID features at no additional cost. GoToConnect has options for modifying caller ID for outgoing or incoming calls, allowing users 32 32
to control what information is seen before picking up a call. GoToConnect can interface with Caller ID offered from the local operating company as well as display both the name and the number of the caller. Calls can be viewed directly on the physical phone itself and call information is automatically maintained in call logs.

4.2.5.3. Incoming Caller ID – Assuming that the carrier will support name and number for inbound caller ID, the system provide this information on user displays.

GoToConnect supports caller ID features at no additional cost. GoToConnect has options for modifying caller ID for outgoing or incoming calls, allowing users to control what information is seen before picking up a call. GoToConnect can interface with Caller ID offered from the local operating company as well as display both the name and the number of the caller. Calls can be viewed directly on the physical phone itself and call information is automatically maintained in call logs.

4.2.5.4. Inbound Caller ID should follow the call and be displayed on transferredto telephones even if the call is transferred multiple times.

See response above.

4.2.5.5. Call Routing – Ability to route calls differently depending on Time of Day, Day of Week, Holiday, or other scheduling
Advanced time-of-day routing is supported with GoToConnect. Using a simple calendar-type interface, administrators are able to configure the solution to route calls based on the time of day. This scheduling solution allows unique scheduling for each day of the week, and provides maximum administrative flexibility.

Administrators are also able to override the schedule, forcing the system to route calls based on either the open or closed schedule (often used for holidays, etc).

4.2.5.5.1. Can routing to voicemail greetings be different for internal and external calls?
No.

4.2.5.6. Standard Conferencing should be available to all users to add or drop participants. –
Audio Only:

Every GoToConnect user is provided with an unlimited number of complimentary dial-in audio conference bridges. Each bridge is accessible with either a 10-digit telephone number or an extension. These conference bridges can host up to 25 33 33
simultaneous users. All call participants are notified when new members enter or exit the call. Calls can be initiated and participants added with or without reservations. Parties may continue after the originating party has hung up (if using a conference bridge, as opposed to three-way calling). There are two ways for callers to get into a conference room: 1. When a user calls in, you can transfer them to the conference room extension. 2. The caller can navigate to the conference room via your dial plan. When the caller reaches an auto attendant, they can dial the conference room extension.

Video & Audio:

With GoToConnect you combine the power and reliability of GoTo's cloud VoIP phone system with GoToMeeting's web, audio, and video conferencing into one simple, reliable, and flexible solution. GoToConnect conference rooms support up to 250 participants and 25 HD Video webcams. These conference rooms offer dial-in options as well as the option to have the meeting conveniently call you.

Each user will have their own personal meeting room URL, the ability to schedule meetings, and record their meetings. All call participants are notified when new members enter or exit the call. Calls can be initiated and participants added with or without reservations.

4.2.5.6.1. Provide the total number of participants on a standard conference call.
3 participants and 1 host.

4.2.5.7. Directory – Ability to access and dial from a Citywide name/extension database from IP station sets
All recommended handsets support a personal directory. The personal directory supports up to 100 entries, with speed dials allowed for all entries. These directories are unique to each phone and managed by that phone's individual user either on the handset itself or within the administrator portal by clicking the Device Profile tab.

A local (internal) directory is a phone directory populated with contact information from the PBX. Within the PBX, an infinite number of local directories can be created and maintained. By default, the "Internal Directory" has all system extensions included. This type of directory allows inbound callers and internal users to reach their party without knowing their extension. The dial-by-name directory is accessed by inbound callers through a dial plan and by internal users through the *11 star code. They are then prompted to spell the desired party's first or last name with the keypad. After that is done, the directory spells out the name on the extension (e.g. "Mike" would be pronounced "M-I-K-E"). However, directory names can be recorded by each individual user for their own extension 34 34
or for the whole directory by users that have Prompt Recording Permissions.

Local directory configuration settings are managed within the administrator portal by clicking on the Local Directories tab.

A corporate (external) directory is a directory populated with contact information from an external directory such as Microsoft Active Directory or OpenLDAP.

Corporate directories use LDAP to communicate with a centralized directory service, allowing organizations to manage and store their directory in a one place. This single source helps keep information up-to-date and makes it easier for end users to look up individuals. Those responsible for implementing a corporate directory should be familiar with LDAP and work closely with their directory system administrator during configuration. Currently, only Polycom and Cisco SPA devices support a corporate (global) directory . All other devices will need to be configured manually per the manufacturer specifications.

4.2.5.8. Call History – ability for users to view on telephone set display GoToConnect provides call history as a basic feature for all users. Call history can be accessed directly on the desktop handset or via the Reports tab in the GoToConnect administrator portal. Each GoTo-recommended handset includes a call history of calls made, received, and missed. The GoToConnect administrator portal contains call logs indicating what calls were made, how long they lasted, and which extensions were used. Users can also view outbound vs. inbound reports, toll-free and long distance usage, and location of incoming calls based on country and state. Additionally, users can search by extension, phone number, specific calls, specific agents, etc. Call reports include graphs and visual guides to make information readable at a glance.

4.2.5.9. Music on Hold – Ability to apply Music-on-hold on station or location selective basis. System must support .wav, .mp3, .wmv, .m4a files as the music source.

GoToConnect is deployed with a variety of default music already installed. Users are able to upload additional hold music files right from the administrator portal.

Uploaded music can be organized into playlists that contain one or more songs, and the solution supports a virtually unlimited number of playlists. Once created, the playlists can be assigned as the music on hold for every unique telephone number, extension, queue, or conference bridge, allowing highly granular customization. A system-wide default can also be set. No additional equipment is required.

4.2.5.10. Variable Ringtones on Telephone Sets
“read and understood and included” depends on phone manufacturer by customer whether this feature can be offered.
35 35

4.2.5.11. Station Paging – Ability to provide paging functionality through the speakers on the proposed phones.

4.2.5.11.1. Individual Telephones
GoTo has read, understands and complies with this requirement.

4.2.5.11.2. Paging Groups
GoTo has read, understands and complies with this requirement.

4.2.5.11.3. Page all phones in a building
GoTo has read, understands this requirement, and can comply with it.

4.2.5.11.4. Page all phones Citywide
GoTo has read, understands this requirement, and can comply with it.

4.2.5.12. Voice Announce Intercom – Ability to dial a one or two digit number and automatically connect to another phone in a hands free mode.

As noted elsewhere, all of the GoTo-supported VoIP handsets support intercom and paging over the two-way speakerphone. This feature is accessed by simply dialing a * (asterisk) before the extension number. This feature can be used on a one-to-one basis, or groups can be created that allow one-to-many paging (twoway audio is only available in one-to-one handset paging). For convenience, privacy, and administrative flexibility, this feature can be deactivated on an extension-by-extension basis.

In the case of an intercom from one phone to one phone, this opens a two-way communication channel. The called party can just talk back to the phone. In the case of a page or intercom to multiple phones (as in the case of an intercom to a ring group), the communication channel is one-way only. 36 36

4.2.5.14. Variable Call Recording – Optional Feature - the ability to record calls to a station “On Demand” with easy access to retrieving these recordings.

GoToConnect’s call recording application allows users to record some or all of the calls to and from their account. Administrators can enable system-wide recording or set up recording only on specific phone numbers and extensions.

These settings can also be adjusted on an on-demand basis but must be in place before call recording can be initiated. Users can pause and resume call recording during a call if call recording has been enabled by dialing a code on their phone.

Call recordings are stored in the Cloud, so they can be accessed from virtually anywhere. Each customer has a choice regarding where the recordings are stored - They can set up their own AWS S3 storage bucket and provide credentials to the GoToConnect admin portal or they can opt to have call recordings hosted by GoTo. With the first option, the customer has full control of retention and access policies. In the second option, GoTo will keep the recordings for 20 weeks, then they will be deleted. It is possible, however, for the customer to download the recordings prior to that time.

Recordings are stored as .MP3 files if stored by GoTo. Users opting to store recordings in their own AWS S3 bucket can choose between MP3, WAV and WAV49 formats. GoToConnect automatically creates and organizes stored files by year, month, and day, respectively. Recordings can be accessed through Call Detail Reports where there is a link to play a particular recording as well as the button to download the recording.

4.2.5.16. Softphone client support compatible with Microsoft Windows Desktop applications and mobility clients compatible with Android and iPhone devices.

GoTo supports a softphone (GoToConnect, which runs in a browser window or desktop app, GoToConnect desktop, which runs on the desktop) which provides the same basic features as a physical device. A smartphone app is also available for both the iPhone and Android, providing softphone capability on mobile 37 37
devices. In many cases, this is an excellent solution for bridging the gap between desktop and mobile . GoTo supports softphone only user deployments as well as the option to deploy physical phones. Users can access the softphone if desired in addition to their physical phone for no additional charge.

4.2.5.16.1. This client will allow outbound caller ID to override the cellular ID when calls are placed from the cellular device.

GoTo has read and understands this requirement. It is included while using mobile app.

4.2.5.16.2. Call control and transfer capabilities should be similar to a softphone user.

This is supported with our proposed solution.

This is included with our proposed solution.

GoTo offers users the ability to use their phone system wherever they have an internet connection. GoToConnect softphones are available in browser, on desktop, on iOS, and Android. All of these allow users to call, SMS, chat, and use video conferencing on the go. GoToConnect additionally supports hot desking allowing users to sign into their profile on multiple physical devices and softphones.

4.2.5.18. Twinning / Single Number Reach– The ability to simultaneously ring a user’s cell phone and desk phone.

GoToConnect supports simultaneous ring between any of a user's devices - each seat enables a physical phone, a softphone, and a mobile client. Depending on how the user is logged in to these, they may all ring simultaneously.

4.2.5.18.1. Does the system allow City users, while on a cell phone call, to be able to arrive back at the office, dial a code on the cell (or desk phone) and move the call to/from the desk phone.

This is supported. Call Flip is used to transfer a call between multiple devices assigned to a single user.

4.2.5.18.2. Will the inbound caller ID information be passed to the cell phone?
38 38
“read and understood and included” as long as the wireless carrier allows it.

4.2.5.19. The system should support a mobile client compatible with Android and iPhone devices.

The GoToConnect Mobile softphone application mirrors the functionality of the desktop handset, allowing users to access similar features and functionality from their iOS or Android smartphone or tablet device. GoToConnect Mobile allows users to make, receive, and transfer calls the same way they would from their office, without giving out their personal cell phone number.

4.2.5.19.1. This client will allow outbound caller ID to override the cellular ID when calls are placed from the cellular device.
“read and understood and included”

4.2.5.19.2. Call control and transfer capabilities should be similar to a softphone user.
“read and understood and included”

This is supported wherever an internet connection is available. Note that the home networks of remote workers will need to comply with the same network requirements as the corporate network. Many SOHO routers are not supported due to certain hard-coded settings (SIP ALG, for example, which must be disabled). GoTo does offer the JMR - Jive Managed Router - which is perfect for home offices with 1-5 phones.

In addition, the softphone on a laptop or desktop can provide an alternative.

Please note the following requirements and operational needs:

The GoToConnect solution allows subscribers to create and configure call queues to match their organization's requirements. Multiple queues can be created in every account; these queues are configured using the administrator portal. Each queue is 39 39
highly customizable and can feature its own unique hold music, ring strategies, timeouts, weighting, and a wide variety of other custom settings. Agents join queues simply by dialing a code on their phone, and can be logged in to multiple queues simultaneously.

Queue agents can also log in and out of the queue via their IP Phone handset or administrator portal. An unlimited number of call queues are included on all accounts at no additional charge, regardless of whether they are used in general operations, a help desk/service center, or any other application.

4.2.6.1. The Phone counts for the type 2 phones includes the ACD users and is 14 ACD seats.

GoTo has read, understands and complies with this requirement.

4.2.6.1.1. 2 seats for Tennis and 10 seats for EOC operations.

GoTo has read, understands and complies with this requirement.

4.2.6.2. One of the requested seats should be supervisor licenses.

GoTo has read, understands and complies with this requirement.

4.2.6.3. The City would like to build a combination of potentially one- person ACD queues or be able to deploy a group of telephones in the City Hall and/or various users throughout the system.

As noted above, GoToConnect allows subscribers to create and configure call queues to match their organization's requirements. Multiple queues can be created in every account; these queues are configured using the administrator portal. Each queue is highly customizable and can feature its own unique hold music, ring strategies, timeouts, weighting, and a wide variety of other custom settings. Agents join queues simply by dialing a code on their phone, and can be logged in to multiple queues simultaneously. Queue agents can also log in and out of the queue via their IP Phone handset or administrator portal. An unlimited number of call queues are included on all accounts at no additional charge, regardless of whether they are used in general operations, a help desk/service center, or any other application.

Follow an individual customize Dial Plan, or Play a message or transfer to voicemail or colleagues extension, or external DID or ring a group of phones internal/external to the system.
40 40

4.2.6.5. The City would like the proposed system to allow for the ACD to operate seamlessly throughout the City operation.

GoTo has read, understands and complies with this requirement.

4.2.6.6. Agents/Staff logged on in at any site should be part of the same ACD Split allowing statistics to be combined.

GoTo has read, understands and complies with this requirement.

4.2.6.7. Due to the wide variety of system features, it is possible that the proposed system might not have all the features listed below. If this is the case, please provide an explanation on any alternatives available in the proposed system to provide similar functionality.

GoTo has read, understands and complies with this requirement.

4.2.7. ACD Reporting - Include complete feature documentation including the following:

This is included.

4.2.7.1. ACD Queue Projected Hold Time Announcements
“read and understood and included”

4.2.7.2. ACD Queue Caller in Queue Count
Included in GoTo Contact. Standard. Position in Queue Announcement to Callers.

GoTo has read, understands and complies with this requirement.

With Auto Queue Callback, callers who will have to wait in a queue will be provided with the option to hold or receive a call when the next agent is free.

This new Contact Center feature that will detect when a person will have to wait in a call queue. In those cases, it will provide the caller an option to either continue to hold for the next available agent or have an agent call them back, preserving their order in the queue. Callers must key-in #, to accept a callback. 41 41

4.2.7.3.1. Please provide information regarding how the return call is presented to the agent and whether the system will automatically place the call.

GoTo Contact includes the option for auto-queue callback to allow callers to hold their place in a queue without having to remain on the line.

It's a new Contact Center feature that will detect when a person will have to wait in a call queue. In those cases, it will provide the caller an option to either continue to hold for the next available agent or have an agent call them back, preserving their order in the queue. Callers must key-in #, to accept a callback.

Agent Workflow

1. The callback is dispatched and the Agent Notification appears.

2. The Agent Accepts the Callback.

3. The caller is dialed out and the Agent hears ringing.

4. The caller answers (or maybe it goes to voicemail).

The GoToConnect Mobile App supports network callback - Once configured, if your wi-fi drops a call, you can receive a callback using your cellular network to your phone number.

4.2.7.4. Real time abandoned call report
Phone System Reporting:

GoToConnect includes interactive reports accessible in real time within the GoToConnect administrator portal, many of which can be exported into a .csv file for data storage or manipulation. Reports may include the following data points:
▪ Calls: total/mean/min/max by type, per day, by day of the week, by time of day, by state, per number/extension; abandoned calls
▪ Minutes: total/mean/min/max by type, per day, by day of the week, by time of day, by state, per call, per number/extension
▪ Top Numbers / Extensions: total/mean/min/max by calls, by minutes ▪ Queue: statistics, scores, calls, minutes
Call Reports can be accessed via the GoToConnect administration portal. Within call reports there are Visual Summary Graphs that provide a quick snapshot of the calling activity on your system. This helps to identify trends, campaign effectiveness, calling spikes, and staffing needs.

Three additional reports are available for in-depth analytics:
42 42
User Activity - This provides call activity for each user. These high-level, userspecific numbers can serve as a good starting point for determining employee performance or training opportunities. By default, results are sorted by total duration, potentially putting your most productive users at the top.

Each of these reports can drill down to a details page for the specific caller, user, or phone number that has been selected.

Any number of custom reports can also be provided upon request. All CDR capabilities (including report customization) are provided at no additional cost.

Contact Center Reporting:

GoToConnect Contact Center has additional reporting available. This can be accessed via the Reports and Analytics tab in GoToConnect (available if you are a supervisor or contact center admin). There are three reports currently available and more expected to be added through the summer.

Agent Effectiveness - This is a dashboard that shows information about each agent's activity - the information shown can be filtered by call type (queue calls, outbound calls, and direct inbound calls), date range, etc. You can see Total Talk Time Trends broken down by call type, % of Talk Time Spent broken down by call type, Total Call Volume Trends broken down by call type, % Calls Answered, % Queue Calls Transferred by agent, and Availability and Pause Time by agent, among others.

Agent Summary - tracks agent totals and aggregate statistics for the selected queue(s), date range, and agent(s). These results focus on agent performance.

Abandoned Calls - helps key stakeholders analyze performance within the last 90 days and drive data-supported changes to operations by providing reports that can be filtered by a specific queue(s), date, and time. Please allow up to 12 hours for the latest data to display.

4.2.7.5. Hold time for abandon calls (including short call abandon report) 43 43
“read and understood and included” See response above.

4.2.7.6. Easy access to historical information
All historical information can be accessed via the browser-based administrator portal.

Additionally, the Contact Center offerings proposed are very flexible and can be configured to provide the behavior you are looking for.

4.2.7.7. Customizable reports
GoToConnect includes interactive reports accessible in real time within the GoToConnect administrator portal, many of which can be exported into a .csv file for data storage or manipulation. Reports may include the following data points:
▪ Calls: total/mean/min/max by type, per day, by day of the week, by time of day, by state, per number/extension; abandoned calls
▪ Minutes: total/mean/min/max by type, per day, by day of the week, by time of day, by state, per call, per number/extension
▪ Top Numbers / Extensions: total/mean/min/max by calls, by minutes ▪ Queue: statistics, scores, calls, minutes
Call Reports can be accessed via the GoToConnect administration portal. Within call reports there are Visual Summary Graphs that provide a quick snapshot of the calling activity on your system. This helps to identify trends, campaign effectiveness, calling spikes, and staffing needs.

Three additional reports are available for in-depth analytics:

User Activity - This provides call activity for each user. These high-level, userspecific numbers can serve as a good starting point for determining employee performance or training opportunities. By default, results are sorted by total duration, potentially putting your most productive users at the top.

Caller Activity - This provides the activity for all the phone numbers that are calling into your system. You can see specific activity for each number, such as every outgoing and incoming call, date, and talk time.
44 44
Each of these reports can drill down to a details page for the specific caller, user, or phone number that has been selected.

Any number of custom reports can also be provided upon request. All CDR capabilities (including report customization) are provided at no additional cost.

4.2.8. ACD Alerts
GoToConnect Contact Center Pro supports this feature. An in-depth scoping call will be required so that the correct solution can be created for you.

Specifically, the system should provide status of call, current and cumulative group objectives, any queued calls, length in queue, etc.

GoToConnect Contact Center Pro supports this feature. An in-depth scoping call will be required so that the correct solution can be created for you.

4.2.8.2. Supervisors Alerts – The City is interested in allowing the supervisors to choose between either audible or visual alerts. Alerts should provide the supervisor with notification of various conditions that exceed certain City definable thresholds.

This is included.

GoTo has read, understands and complies with this requirement.

4.2.11. Dynamic Agent Assignment – Please describe the proposed systems’ ability to allow the City to dynamically control agent assignment to various ACD queues.

This is supported with GoToContact.

4.2.12. Agents in Multiple Groups
45 45
This is included.

4.2.12.1. Does the proposed system allow agents to be logged in, actively taking calls, in more than one split? If so, does this require multiple log-ins? Multiple lines?
Yes, agents can be logged in to multiple queues. No, it does not require multiple logins or lines.

4.2.12.2. Is the agent provided notification prior to answer of which queue the call is coming from? If an agent is logged into two queues, does that count as two agents in determining system capacities?
An Agent can receive and manage multiple interactions at a time. Visual and Audible alerts are available depending upon Agents usage of softphone, deskphone or mobile app. Dial plan configuration can modify caller ID to add an identifier for which queue the call originated through.

GoTo Contact which allows you to run your call center like you run your business, offering analytics in real-time for all of the queues on the system.

These reports can be refined to specific queues, the results can be filtered and exported. The Supervisor Dashboard within GoTo Contact gives supervisors and managers at a glance real-time analytics that can be refined to only show certain queues. Permissions to view these reports can be set on user and user group levels.

Also included in GoTo Contact are realtime dashboards for agents and supervisors through the GoTo Contact softphone, wallboards, supervisor listen/whisper/barge monitoring, agent pause codes, and more.

4.2.13. Announcements
With GoToConnect, the estimated wait time can be announced periodically to each caller on hold. This courtesy enhances transparency and builds customer trust.

4.2.13.1. A single ACD queue must be able to answer for multiple caller and multiple applications. The City is interested in supplying customized caller announcements in queue, based on the called number.

This is included in Contact Center
46 46

4.2.13.2. Each ACD group must be provided with at least two (2) recorded individualized recorded announcements.

GoTo has read, understands and complies with this requirement.

4.2.14. Cradle to Grave Reporting (OPTIONAL)
Cradle to grave reporting is on the roadmap.

GoToConnect includes interactive reports accessible in real time within the GoToConnect administrator portal, many of which can be exported into a .csv file for data storage or manipulation. Reports may include the following data points:
• Calls: total/mean/min/max by type, per day, by day of the week, by time of day, by state, per number/extension; abandoned calls • Minutes: total/mean/min/max by type, per day, by day of the week, by time of day, by state, per call, per number/extension • Top Numbers / Extensions: total/mean/min/max by calls, by minutes
• Queue: statistics, scores, calls, minutes
Call Reports can be accessed via the GoToConnect administration portal. Within call reports there are Visual Summary Graphs that provide a quick snapshot of the calling activity on your system. This helps to identify trends, campaign effectiveness, calling spikes, and staffing needs.

Three additional reports are available for in-depth analytics:

Phone Number Activity - This provides call activity from the perspective of your GoToConnect phone numbers. These high-level, number-specific details can serve as a great resource for managers needing to understand the call volume routing through their phone numbers to various sales and support teams. By default, results are sorted by total duration, putting your most active GoToConnect phone numbers at the top.
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Caller Activity - This provides the activity for all the phone numbers that are calling into your system. You can see specific activity for each number, such as every outgoing and incoming call, date, and talk time.

Each of these reports can drill down to a details page for the specific caller, user, or phone number that has been selected.

GoToConnect includes interactive reports accessible in real time within the GoToConnect administrator portal, many of which can be exported into a .csv file for data storage or manipulation. Reports may include the following data points:
• Calls: total/mean/min/max by type, per day, by day of the week, by time of day, by state, per number/extension; abandoned calls • Minutes: total/mean/min/max by type, per day, by day of the week, by time of day, by state, per call, per number/extension • Top Numbers / Extensions: total/mean/min/max by calls, by minutes
• Queue: statistics, scores, calls, minutes
Call Reports can be accessed via the GoToConnect administration portal. Within call reports there are Visual Summary Graphs that provide a quick snapshot of the calling activity on your system. This helps to identify trends, campaign effectiveness, calling spikes, and staffing needs.

Three additional reports are available for in-depth analytics:

Phone Number Activity - This provides call activity from the perspective of your GoToConnect phone numbers. These high-level, number-specific details can serve as a great resource for managers needing to understand the call volume routing through their phone numbers to various sales and support teams. By default, results are sorted by total duration, putting your most active GoToConnect phone numbers at the top.
48 48
Caller Activity - This provides the activity for all the phone numbers that are calling into your system. You can see specific activity for each number, such as every outgoing and incoming call, date, and talk time.

Each of these reports can drill down to a details page for the specific caller, user, or phone number that has been selected.

Cradle to Grave reporting API will be GA in Q4 of 2022. Enabling more detail of the call journey.

4.2.15. Automated Attendant Requirements
GoTo has read, understands and complies with this requirement.

4.2.15.1. Routing by Dialed Number
Automatic Number Identification
GoToConnect uses ANI to display an incoming call's telephone number on the telephone LCD. The ANI digits are sent to an attached computer or voicemail system. GoToConnect uses the modern ANI model, which includes information digits identifying the class of service and the called-party billing telephone number. As a Cloud-based service, GoToConnect doesn’t require CO lines or trunks and provides ANI on all DIDs. ANI digits can be received simultaneously with Dialed Number Identification Service (DNIS) called number digits. The system captures call history for both abandoned (unanswered) and answered calls for later viewing or speed dialing. No additional equipment is required to support these ANI capabilities.

Caller ID
GoToConnect supports caller ID features at no additional cost. Caller ID is a 15- character name attributed to a caller, shown on the phone console receiving a call. GoToConnect has options for modifying caller ID for outgoing or incoming calls, allowing users to control what information is seen before picking up a call.

GoToConnect can interface with Caller ID offered from the local operating company as well as display both the name and the number of the caller.

GoToConnect Caller ID delivers both CNAM and CNUM information. Calls can be viewed directly on the physical phone itself and call information is automatically maintained in GoToConnect call logs.

DNIS
GoToConnect supports DNIS. All digits are passed through the system as calls are transferred or forwarded. DNIS routing is sensitive to day/night modes and can route calls outside the system. DNIS digits can also be received 49 49
simultaneously with ANI digits. No additional equipment is required to support DNIS.

4.2.15.2. Time of Day, Day of Week, and Holiday Routing Options.

Advanced time-of-day routing is supported with GoToConnect. Using a simple calendar-type interface, administrators are able to configure the solution to route calls based on the time of day. This scheduling solution allows unique scheduling for each day of the week, and provides maximum administrative flexibility.

Administrators are also able to override the schedule, forcing the system to route calls based on either the open or closed schedule (often used for holidays, etc).

4.2.15.3. Preprogrammed Override Options for closures due to scheduled, emergency or weather-related events with the ability to initiate the Override remotely
GoToConnect supports custom schedules as part of its basic feature set. Custom schedules allow user administrators to configure time-based call routing. Most commonly used for open/closed business hours, schedules can also be set for holidays and special events. Schedules can be made in advance—complete with a custom dial plan—and then automatically activated upon your departure (schedules can be activated manually if desired). Custom greetings can also be included with any custom schedule. This feature allows administrators to set the entire year’s schedule in only one step, without having to manually change call routing again.

Changing the greetings manually in the event of a special circumstance is simple within the dial plan editor. Available greetings are shown in a pull-down menu where the correct option can be chosen.

4.2.15.4. Custom greetings for special events.

GoToConnect provides users with the ability to create an unlimited number of greetings or messages. These greetings/messages can be used at any point in their dial plans (with or without an auto attendant). Messages can be played to all callers, only those reaching a specific department, or even to specific VIP callers based on their incoming number. Notifications and marketing messages can be recorded directly into the system through the GoToConnect administration portal or imported in just a few easy steps, and updated and changed in real time right from the desktop.

4.2.15.5. The system must allow the caller to dial his or her choice at any time during the message.

This feature is supported with GoToConnect.
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GoToConnect supports this capability through our auto attendant features.

4.2.15.7. Reporting – ability to provide reports on traffic, including total calls, which options are selected by callers, hang-ups, etc.

GoToConnect includes interactive reports accessible in real time within the GoToConnect administrator portal, many of which can be exported into a .csv file for data storage or manipulation. Reports may include the following data points:
• Calls: total/mean/min/max by type, per day, by day of the week, by time of day, by state, per number/extension; abandoned calls • Minutes: total/mean/min/max by type, per day, by day of the week, by time of day, by state, per call, per number/extension • Top Numbers / Extensions: total/mean/min/max by calls, by minutes
• Queue: statistics, scores, calls, minutes
Call Reports can be accessed via the GoToConnect administration portal. Within call reports there are Visual Summary Graphs that provide a quick snapshot of the calling activity on your system. This helps to identify trends, campaign effectiveness, calling spikes, and staffing needs.

Three additional reports are available for in-depth analytics:

Caller Activity - This provides the activity for all the phone numbers that are calling into your system. You can see specific activity for each number, such as every outgoing and incoming call, date, and talk time.
51 51
Each of these reports can drill down to a details page for the specific caller, user, or phone number that has been selected.

4.2.16. Voicemail Requirements
Voicemail, like all other components of GoToConnect’s services, is delivered on a hosted basis. There is no practical limit to the number of voicemail boxes that can be supported on any given account and no additional charge. No additional equipment, software, or licensing is required for this feature.
▪ Unlimited Mailboxes. All GoToConnect users can have one or more voicemail boxes, as the solution supports unlimited individual and group voicemail boxes.
▪ Anywhere Access. Voicemail can be accessed from any location or telephone.
▪ Voicemail-to-Email. With GoToConnect, users can designate an email address to which a copy of the voicemails should be sent. The voicemail messages are attached as a .wav or a .wav49 file, and the email contains call information such as caller ID, duration, etc. This is an extremely popular feature, as it allows end-users to listen to their voicemail anywhere they have email access.
▪ Visual Voicemail. Through GoToConnect and the mobile app users can visually manage and listen to their voicemails without needing to dial into the voicemail IVR. Users can listen to a voicemail, delete, mark as listened to, scrub through the voicemail, and see the length of the message.

4.2.16.1. Voicemail Message Integration
GoToConnect's voicemail to email and virtual fax functionalities, put all communications into a single, unified email inbox. Voicemail messages are attached to emails as .wav files that can be easily played from any enabled device. Users can customize settings to leave messages on the server after inbox delivery, or automatically delete them from the server when they are transferred to their email inbox. Received faxes are attached to an email as a .pdf file.

Users would use their existing email addresses and clients to access these messages, just as they do any other email messages they receive.

GoTo does not include or support a separate unified messaging application.

Note that the user can also program the system so that once a voicemail message is emailed to the specified email address, the voicemail is automatically deleted from the voicemail system.
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4.2.16.1.1. The City estimates a requirement for 150 initial users of the voice system. The City provides Voicemail Boxes for Police Officers who have a DID number, but not an assigned telephone.

The maximum individual message length is 10 minutes. Each user's mailbox can hold up to 99 messages at once. There is no limit to the number of simultaneous calls.

4.2.16.1.2. The City utilizes Office 365 mail messaging system. Pricing for unified messaging for all voice mail users must be included.

GoToConnect's voicemail to email and virtual fax functionalities, put all communications into a single, unified email inbox. Voicemail messages are attached to emails as .wav files that can be easily played from any enabled device. Users can customize settings to leave messages on the server after inbox delivery, or automatically delete them from the server when they are transferred to their email inbox. Received faxes are attached to an email as a .pdf file.

Users would use their existing email addresses and clients to access these messages, just as they do any other email messages they receive.

GoTo does not include or support a separate unified messaging application.

Note that the user can also program the system so that once a voicemail message is emailed to the specified email address, the voicemail is automatically deleted from the voicemail system.

4.2.16.1.3. Message Delete -Sync – Please describe the proposed system’s ability to allow a system user to delete messages simultaneously from their Voicemail in box and their email in box.

GoToConnect supports unified communications in the following ways:
o Single Number Reach. The Find Me / Follow Me feature
automatically directs all incoming calls through a usercustomized dial plan. Incoming callers only need to dial one number and can be automatically directed to a cell
phone, home phone, off-site phone, internal support staff or other extension, etc.
o Unified Inbox. GoToConnect’s voicemail to email and
virtual fax functionalities, put all communications into a single, unified email inbox. Voicemail messages are
attached to emails as .wav files that can be easily played from any enabled device. Users can customize settings to 53 53
leave messages on the server after inbox delivery, or
automatically delete them from the server when they are transferred to their email inbox.
o Mobile Communications. The GoToConnect softphone
application mirrors the functionality of the desktop handset, allowing users to access similar features and functionality from their iOS or Android smartphone or tablet device.

GoToConnect Mobile allows users to make, receive, and
transfer calls the same way they would from their office, without giving out their personal cell phone number.
o Video Conferencing. GoToConnect includes individual
access to video conferencing for each user license.

GoToConnect's video conferencing platform provides
flexible joining experiences through web, application, or mobile. Users have access available for
PC/Mac/iOS/Android, and including Chromebook via GoTo
Web. GoToConnect's video conferencing supports up to
250 internal/external participants, 25 HD Video webcams, and 1 year meeting recording with transcripts as standard. o IM/Chat and Presence. The GoToConnect Desktop and
Web applications provide a communications dashboard
with presence awareness for all system users as well as directory access (and the ability to create and manage a favorites list) and chat functionality. GoToConnect
Desktop is a Chrome application that is available for
MacOS and PC. It lives on the desktop or web version that offers the same functionality and ease of use.
o GoTo Contact Center Chat. To further expand IM/Chat
and Presence features are available through GoTo
Contact Center. These additional features provide more
channels, reporting, and many options for SMS, embedded chats to websites, and social media (Facebook, Instagram, and soon to be released: WhatsApp).

4.2.16.1.4. The City prefers a non-blocking system. Specify the maximum capacity the proposed system provides.

There is no practical limit to the number of voicemail boxes that can be supported on any given account and no additional charge.

4.2.16.1.5. Direct dialing from the Office 365 Contact list.

Today, GoTo supports Microsoft Outlook integration to deliver click to call and LDAP/Active Directory functionality. GoToConnect integrates with 54 54
Microsoft Outlook calendar to automatically display upcoming GoToConnect or GoToMeeting meetings on your calendar.

4.2.16.1.6. Caller ID included in Office 365 mail subject line.

Yes, GoToConnect supports this capability

4.2.16.1.7. Ability to listen to voice messages through Office 365 mail.

Yes, a user can listen to voicemails through Outlook and Office 365.

4.2.16.1.8. Will voicemail messages will be stored on a voicemail appliance or the Office 365 Environment?
Voicemail, like all other components of GoToConnect, is delivered on a hosted basis and is stored in the Cloud.

4.2.16.2. Required Voicemail Features
GoTo has read, understands and complies with this requirement.

4.2.16.2.1. Message waiting notification on telephone set and in email (Unified messaging)
With GoToConnect, users can designate an email address to which a copy of the voicemails should be sent. The voicemail messages are attached as a .wav or a .wav49 file, and the email contains call information such as caller ID, duration, etc. This is an extremely popular feature, as it allows end-users to listen to their voicemail anywhere they have email access.

4.2.16.2.2. User Changeable Passwords
Yes.

4.2.16.2.3. Variable Settings for Maximum Message Length The maximum message length is 30 minutes.
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4.2.16.2.4. Personalized Greetings – ability for user to switch between standard and secondary greeting
This is not supported.

There are three voicemail greetings available - Busy, Unavailable, and Temporary.

Unavailable - default and most common greeting
Busy - alternate greeting that can be used in a dial plan Temporary - when recorded, this message overrides any other voicemail greeting until it is deleted.

Only one voicemail greeting can be active at a time.

4.2.16.2.5. Pre Recorded Greetings – Allow users to pre- record certain greetings and then be able to change the greeting in the office and remotely.

GoToConnect supports this capability
There are three voicemail greetings available - Busy, Unavailable, and Temporary.

Only one voicemail greeting can be active at a time.

4.2.16.2.6. Personalized Menu within user mailbox- Ability to route callers differently depending on a menu selection within the user mailbox. This will be definable by user.

Inbound call filters are supported with GoToConnect. These are powerful tools that route incoming calls based on the number that is calling in.

Through the use of the following different actions, harassing callers can be automatically disconnected, VIPs can be given custom treatment, or personalized messages can be delivered.
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o Auto-direct/accept: direct calls from a specific number immediately to you, bypassing all call options auto
attendants, and gates (whitelisting).
o Auto-divert/reject: divert calls from a specific number away from you and to another extension, dial plan, or voicemail box; or to terminate them so they don’t bother you
(blacklisting). Auto-divert is a feature that GoToConnect offers which allows users to divert calls coming from a specific number to another extension or dial plan, or to block them completely (blacklisting). This feature also allows users to direct calls immediately to their own
extension, bypassing all call options, auto attendants, and gates (whitelisting). These options are easily configured through the administrator portal. Auto-divert can be
configured for an unlimited amount of incoming numbers, allowing users to truly customize their setup for optimal utility. GoToConnect offers an auto-reject feature that allows administrators to blacklist specific phone numbers.

When desired, this setting will immediately and
automatically reject all calls from the specified number (phones will not ring when the blacklisted number dials through). When someone has been blacklisted, users can
configure their own response. Optional responses include immediate disconnect, continued ringing with no answer, or a customized message. Auto-reject can be configured
for an unlimited amount of incoming numbers, allowing
users to truly customize their setup for optimal utility.

4.2.16.2.7. Ability for caller to “zero-out” of voicemail to a predefined destination if they choose to not leave a message.

This is supported.

4.2.16.2.8. Does the proposed voicemail system capture caller ID allowing the user to optionally hear the calling number? Yes to capture caller ID but no to optionally hear it back.

4.2.16.2.9. Priority Queuing of Messages
This feature is not currently supported.

4.2.16.2.10. Time-of-Day Stamp
This is supported.
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4.2.16.2.11. Announcement Boxes
This feature is supported with GoToConnect.

4.2.16.2.12. Speech Recognition – The ability to provide command access through user speech
This feature is not currently supported.

4.2.16.2.13. Remote Access - The system must allow users to easily access their mailbox from outside of the system.

Voicemail can be accessed from any location or telephone.

4.2.16.2.14. Mailbox Activity Reports – including when boxes are accessed, and which mailboxes are still using default passwords or have completed user set up.

Numerous custom reports can be created.

4.2.16.2.15. Transcribe Voicemail to Text - OPTIONAL
Voicemail transcription is supported and can be enabled for any user(s).

GoTo's E911 services can send the actual room or office number (as part of the address) to the appropriate Public Safety Answering Point (PSAP). This feature requires that a unique DID (telephone number) be assigned to every handset for purposes of outbound calling (the specific room-based information is associated with that DID).

Room-based information greatly facilitates emergency response and enables emergency personnel to locate exactly where their services are required in the event of an emergency.

4.2.17.1. The proposed solution must comply with federal laws specific to Kari’s Law and RAY BAUM’S Act.

GoTo has read, understands and complies with this requirement.

4.2.17.2. Will provide on-network notification (to any endpoint on the City data network)
Quotes not required as this capability is provided standard with GoTo Contact. 58 58

4.2.17.3. Will provide notification to City-owned smartphone mobile devices This is supported.

4.2.17.4. Provide specific documentation indicating your proposed system complies with all 911 regulations of the FCC, the State of California.

Please see response above for a description of GoToConnect's E911 capabilities. No additional hardware or software is required to support these capabilities. The concept of a "station number" is not relevant in GoToConnect.

The device is identified by its MAC address.

GoToConnect is compliant with both "Kari's Law" and "Ray Baum's Act".

Kari’s Law – required as of 2/16/2020
Users can dial 911 directly without having to dial a prefix to reach an outside line Provide for notification (ie to a front desk or security office) when a 911 call is made
Ray Baum’s Act – Required for fixed phones as of 1/6/2021 All 911 calls must have an accurate dispatchable location.

4.2.17.5. Solution must be able to distinguish calls placed from City facilities versus home offices, hotels, etc.

GoToConnect supports call transfer as an integrated part of the VoIP service.

Calls can be transferred to any system extension, dial plan (and included auto attendant options), voicemail box, or call queue. Calls can also be transferred to any 10 digit number (on- or off-net).

Both warm/attended and blind/unattended transfers are supported and caller ID information passed through as described below:
• Warm / Attended Transfer: The extension of the phone
transferring the call is displayed until the receiving party accepts the call, when the original caller ID information appears. 59 59
• Blind / Unattended Transfer: Only the originating caller’s caller ID is displayed.

4.2.18. Call Accounting System and Call Detail Reporting –Optional Feature - The itemize the cost of the system should be included in the Optional Equipment table later in the RFP and should include all one-time and ongoing subscription costs.

Three additional reports are available for in-depth analytics:

User Activity - This provides call activity for each user. These high-level, user-specific numbers can serve as a good starting point for determining employee performance or training opportunities. By default, results are sorted by total duration, potentially putting your most productive users at the top.

Each of these reports can drill down to a details page for the specific caller, user, or phone number that has been selected.

4.2.18.1. Describe the specific relationship with the manufacturer.

N/A, GoTo is the manufacturer.
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4.2.19. System Management - The following System Administration features and capabilities, or functional equivalents, must be provided as part of the proposed system.

These features must be available at all locations.

GoTo has read, understands and complies with this requirement.

4.2.19.1. Remote Diagnostics/Remote Maintenance
A primary advantage of the hosted delivery model discussed in this proposal is that the vendor is completely responsible for all software maintenance and updates. GoTo manages and maintains all of the infrastructure, software, and hardware involved in delivery the solution, and ensures that everything is up-todate. Jive Cloud is engineered in such a way that updates and maintenance do not require scheduled downtime but can instead be rolled out across the platform during periods of low utilization. Also, our qualified maintenance and support team is available 24/7 to answer any questions or concerns. The Jive Cloud platform is deployed across multiple datacenters in the U.S. Account activities such as moves, adds, and changes, as well as call-flow configuration, are all done via GoToConnect’s secure administrator portal. If assistance is needed, GoTo does not charge hourly rates for our customer and technical support services.

Maintenance is not required on-site for GoTon's Hosted VoIP installs. Phones are plug and play, and most customers opt to keep spares on hand. Phones can also be shipped from GoTo overnight. With regards to Jive Cloud (GoTo’s service delivery platform), GoTo has contract relationships with our datacenter providers to deliver remote hands—if physical changes are required to the Jive Cloud infrastructure, these remote hands are typically available within fifteen minutes.

GoTO employs technical support professionals, NOC engineers, and Customer Care representatives dedicated to GoToConnect. These personnel, including organized network deployment and project management teams, are located in Lindon, UT. Both local and remote network engineers are frequently deployed to assess, install, and maintain GoTo supplied LAN/WAN network equipment at client sites. We also have an extensive network of local partnerships that provide additional skilled headcount based on project size and need. These authorized partners perform a variety of tasks, including network equipment and IP handset installation, under the direction of network and field engineering managers.

4.2.19.2. Single Sign-on integrated with the City’s Active directory/LDAP.

GoToConnect offers Enterprise Sign-In, which is a SAML-based single sign-on (SSO) option that allows users to log in to their GoTo product(s) using their company-issued username and password, which are the same credentials they use when accessing other systems and tools within the organization (e.g., 61 61
corporate email, work-issued computers, etc.). This provides a simplified login experience for users while allowing them to securely authenticate with credentials they know.

4.2.19.3. Multiple Users - The system must allow for access and change capability for multiple, simultaneous users with varying privilege levels.

GoTo has read, understands and complies with this requirement.

4.2.19.4. Inventory Information - The system must provide inventory information on the number and type of telephone stations.

GoTo will provide all system documentation, including: naming standards/schema, system diagrams, and IP numbers. GoTo will also provide additional voice documentation, including: standard templates for all handsets, numbering plan design, dialing plan diagram, user tables.

4.2.19.5. Trunking Information – the system must provide trunk configuration and utilization information.

N/A as this is a hosted solution.

4.2.19.6. Alarm Notification – System must provide for an alarm system that notifies both the remote maintenance center and the client, if certain clientprogrammed system performance thresholds are exceeded.

GoTo tracks the performance of Jive Cloud (GoTo’s service delivery platform) with over 1200 different parameters. These statistics are constantly monitored to ensure they are functioning within acceptable bounds. Any variances out of normal bounds triggers automatic alarming of NOC staff (via email, text message, and flashing red lights in the NOC itself). Monitored items include network, hardware, and software components. Tolerances are set such that alarms are issued well before an issue escalates to the point of causing service degradation.

GoTo automatically detects and notifies clients of any event, natural disaster or otherwise, which affects its hosted services. These notifications are delivered via email when possible, and include information related to the event including description, time, location, scope of impact, and other relevant details. GoTo also posts these notifications to its status website (https://status.gotoconnect.com/) in case email access is unavailable.

4.2.19.7. Recent and Past Change History - The proposed system must provide an audit trail of log-ins and when and what system changes were made. 62 62
Some recent change history is available through the GoToConnect support team.

At this time, the information is not automatically provided or customer-facing.

4.2.20. Training Requirements
GoTo uses proven best practices and a proactive, high-touch approach to manage the implementation of all new GoTo Voice and UC solutions. Applied across all phases of the implementation life cycle, the GoTo approach delivers consistent, high-quality results that minimize the pain traditionally associated with changing your telephone service provider while at the same time maximizing the impact of GoToConnect across your entire organization.

Part of this process is training. The following types of training are available, all at no extra charge to the customer with the exception of onsite training requirements.

Administrator Training
GoTo follows a “train the trainer” methodology in its administrator trainings, providing participants with the ability to train other members of the organization upon completion.

All trainings, with the exception of on-site classes, are provided for no additional cost.

The following administrator training options are available:
▪ Customer On-Boarding Training. GoTo provides on-boarding administrator trainings provided by specialized GoTo customer service personnel. These one-hour trainings, done over the phone with screensharing, are tailored to customer needs and provide an overview of how to configure and use GoToConnect specifically for their organization.

Customers may schedule additional follow-up sessions as required at any time.
▪ Online Video Tutorials. GoTo has created a series of training videos demonstrating the configuration and utilization of GoToConnect. The videos are located here: https://support.goto.com/connect/userguide/getting-started-users ▪ Administrator Guide. GoTo has detailed written guides that provide instructions on how to use all features included with GoToConnect.

Guides are available online here: https://support.goto.com/connect/userguide/getting-started-admins and can also be provided in printed format. ▪ Ad Hoc Training. GoTo Customer Service Representatives are available for phone-based trainings on an ad hoc basis. Customers may either schedule a time with a Customer Service Representative to attend a personalized training or they may simply call GoTo customer service with any questions they have. Ad hoc training is provided to all customers at no additional cost.
▪ On-Site Administrator Training Classes. On-site classes include training on the web-based PBX controls (administrator software), Dial Plan Editor, 63 63
and Call Reporting applications. Classes are administered on the customer site; additional charges may apply.

End-User Training
GoTo also offers several training options for end-users, all for no additional cost.

Training topics range from actual handset utilization (e.g. “how do I transfer”) to voicemail settings. The following options are available:
▪ Self-Guided Training. GoTo provides online video tutorials, quick-start and quick reference guides, and interactive user manuals similar to those provided for administrators for end users. These training references are available online at any time and are provided at no additional cost. GoTo Getting Started for Users can be found here:
https://support.goto.com/connect/user-guide/getting-started-admins ▪ Administrator-Led Training. GoTo will provide customers with access to training support materials to enable administrators who have completed GoTo administrator training to train other members of their organization.

Materials are available online at any time.
▪ Ad Hoc Training. GoTo Customer Service Representatives are available for phone-based user training on an ad hoc basis. Customers may either schedule a time with a Representative to attend a personalized user training or they simply call GoTo customer service with any questions they have.
▪ On-Site User Training Classes. On-site classes include training on enduser features like Find Me/ Follow Me settings and voicemail configuration, as well as an overview of handset operations and settings.

Classes are administered on-site upon request; additional charges may apply.

4.2.20.1. User Training - Classroom training, on working telephones, led by vendor provided instructors, for all users, on-site at the City is required.

GoTo has read, understands and complies with this requirement.

4.2.20.2. Digital training resources in the form of video training and quick reference cards (customized for the City) should be provided.

GoTo provides online video tutorials, quick-start and quick reference guides, and interactive user manuals. These training references are available online at any time and are provided at no additional cost. They are accessed through the GoToConnect support website - support.goto.com/connect. Here are two specific examples -
https://support.goto.com/connect/help/how-do-i-switch-a-call-between-devices 64 64
https://support.goto.com/connect/help/manually-add-users-to-your-account

4.2.20.3. Administrator Training - System programming, reporting, management, and configuration training, led by vendor provided instructors, for two City staff members.

GoTo has read, understands and complies with this requirement.

4.2.20.3.1. Please describe additional system administration and technical training that is available, including projected costs for the training classes, where they are held, who provides them. Also indicate and if certifications would be provided if the City’s staff completes various levels.

N/A

4.3. Maintenance and Warranty
GoTo has read, understands and complies with this requirement.

4.3.1. Warranty - Provide a copy of the warranty on the proposed system or a narrative description of the provisions of the warranty.

Hardware
All of the hardware endpoints that are used for delivery of the hosted services are covered under warranty. All VoIP handsets have a one-year manufacturer's warranty.

Note that the warranty on phones that are rented rather than purchased from GoTo carry a warranty for the duration of the contract.

Warranties on any routers and switches sold by GoTo vary by manufacturer and model, but are never less than five years (and in some cases are lifetime). GoTo services manufacture warranties for products we sell. All other maintenance and support services (regardless of warranty agreement) are available 24/7 at no additional charge.

If a handset fails within the warranty time window, GoTo will send an advance replacement handset to the customer, pre-programmed to replace the faulty device.

Alternatively, some clients maintain a number of extra handsets—those can be programmed via GoToConnect’s online administrator portal controls to replace the faulty device at any given moment, minimizing any downtime. If the handset is outside of warranty, a replacement can be purchased from GoTo, programmed, and sent to the customer site (next-day shipping is available).

Platform
65 65
A primary advantage of the hosted delivery model is the vendor is completely responsible for all software maintenance and updates. GoTo manages and maintains all of the infrastructure, software, and hardware involved in delivery the solution, and makes sure that everything is always up to date. Jive Cloud, our service delivery platform, is engineered in such a way that updates and maintenance do not typically require scheduled downtime but can instead be rolled out across the platform during periods of low utilization.

GoTo employs approximately 100+ technical support professionals, NOC engineers, and Customer Care representatives. These personnel, including organized network deployment and project management teams, are located throughout the United States.

As noted above, GoTo employs approximately 100+ technical support professionals, NOC engineers, and Customer Care representatives dedicated to GoToConnect. These personnel, including organized network deployment and project management teams, are located in Lindon, UT. Both local and remote network engineers are frequently deployed to assess, install, and maintain supplied LAN/WAN network equipment at client sites.

We also have an extensive network of local partnerships that provide additional skilled headcount based on project size and need. These authorized partners perform a variety of tasks, including network equipment and IP handset installation, under the direction of network and field engineering managers.

To ensure the confidentiality of our personnel we do not share addresses.

4.3.4. Service Centers - Provide the locations and hours of operation of the service centers to be utilized.

Customer Support & Service is available 24x7x365
There are no "service centers", per se, as this is a cloud-based solution.

4.3.5. Site Visit - The City may wish to conduct a site visit to the contractors’ Service Center.

GoTo has no service center, all support is provided remotely. 66 66

4.3.6. Spare Parts - Provide a general listing of the spare parts available from each of these service centers.

Phones are plug and play, and most customers opt to keep spares on hand. Phones can also be shipped from GoTo overnight.

4.3.7. Maintenance Plans - Provide details on maintenance service arrangements for the proposed system and the cost for any alternative available including maintenance contracts and per-call maintenance. Provide the monthly maintenance contract price based on the initial equipped configuration including details on how this price is computed. The City is capable of performing some basic maintenance routines. Please provide information on any charges associated with customer provided maintenance.

GoTo Customer Experience brings together the expertise of the GoTo Service Account Management, Technical Support, and Customer Service teams to deliver world-class, personalized service and support. All GoTo Customer Experience teams are Americasbased and available 24/7, through multiple channels, including toll free telephone and email. All access is unlimited and included in your monthly service fees. No additional contracts are required or fees apply.

Details on Maintenance have been provided above in our response.

4.3.8. Hourly Service Rates - Indicate the hourly rate the City can expect for service not covered by warranty or service contract for each of the proposed systems.

N/A

4.3.9. Maintenance Cost Escalation - Provide the rate at which the maintenance contract costs are escalated including any contractual limits in escalation of costs.

N/A

4.3.10. Modification Lead-Time - Specify the amount of lead-time required for moves, changes, additions, and deletions.

Account activities such as moves, adds, and changes, as well as call-flow configuration, are all done via the secure administrator portal. If assistance is needed, GoTo does not charge hourly rates for our customer and technical support services.

The SLA response time for GoToConnect is noted below:
67 67
Priority 1 - Total loss of service. Voice quality deemed unusable. (Response time occurs within 2-10 minutes.)
Priority 2 - Degraded service performance. Isolated call incidents. Impaired feature functionality. (Response time occurs within 5-10 minutes.) Priority 3 - Service change requests. Issues impact a single phone/user. (Standard response times are 15 minutes for initial response, with Best Endeavor Resolution within 2 hours.)

4.3.12. Service Alternatives - Indicate the provisions for service and spare parts if your business terminates, is subjected to a strike, or shutdown for any reason.

N/A as this is a hosted solution.

4.3.13. Default - State what recourse is available if the proposed system does not perform as quoted and the customer is faced with loss or interruption of service. Be advised that some form of liquidated damages for non-performance and/or system failure will be required in any final agreement.

Our Service Level Agreement, attached for reference, provides a knowledgeable resource to address this inquiry.

GoTo will provide maintenance services.

4.3.15. Remote Maintenance –
Remote access is authenticated through Active Directory. Remote connections are encrypted and are accessed through dual factor authentication.

A primary advantage of the hosted delivery model discussed in this proposal is that the vendor is completely responsible for all software maintenance and updates. GoTo manages and maintains all of the infrastructure, software, and hardware involved in delivery the solution, and ensures that everything is up-to-date. Jive Cloud is engineered in such a way that updates and maintenance do not require scheduled downtime but can instead be rolled out across the platform during periods of low utilization. Also, our qualified maintenance and support team is available 24/7 to answer any questions or concerns. The Jive Cloud platform is deployed across multiple datacenters in the U.S.

Account activities such as moves, adds, and changes, as well as call-flow configuration, are all done via GoToConnect’s secure administrator portal. If assistance is needed, GoTo does not charge hourly rates for our customer and technical support services. 68 68
Maintenance is not required on-site for GoTo's Hosted VoIP installs. Phones are plug and play, and most customers opt to keep spares on hand. Phones can also be shipped from GoTo overnight. With regards to Jive Cloud (GoTo’s service delivery platform), GoTo has contract relationships with our datacenter providers to deliver remote hands— if physical changes are required to the Jive Cloud infrastructure, these remote hands are typically available within fifteen minutes.

GoTo employs technical support professionals, NOC engineers, and Customer Care representatives dedicated to GoToConnect. These personnel, including organized network deployment and project management teams, are located in Lindon, UT. Both local and remote network engineers are frequently deployed to assess, install, and maintain GoTo supplied LAN/WAN network equipment at client sites. We also have an extensive network of local partnerships that provide additional skilled headcount based on project size and need. These authorized partners perform a variety of tasks, including network equipment and IP handset installation, under the direction of network and field engineering managers.

4.3.15.1. Provide information on the capabilities of the system to interact with the Remote Maintenance Center (RMC) of the proposer.

See response above.

4.3.15.2. How does the system notify the RMC of a trouble? GoTo automatically detects and notifies clients of any event, natural disaster or otherwise, which affects its hosted services. These notifications are delivered via email when possible, and include information related to the event including description, time, location, scope of impact, and other relevant details. GoTo also posts these notifications to its status website (https://status.gotoconnect.com/) in case email access is unavailable.

On the customer premises, the VoIP Gateway is continuously monitored remotely for up/down status and network accessibility (this requires that the device be assigned a public IP address). Any variance from accepted norms triggers a closer look by support engineers. The VoIP handsets themselves are subject only to basic reporting (the last date of provisioning and the current IP used are tracked in the administrator portal). GoTo is actively developing additional tools to increase the level of remote monitoring and reporting available on the VoIP handsets.

4.3.15.3. What diagnostic capabilities does the RMC have? See response above.

4.3.15.4. Can the customer communicate directly with RMC personnel? 69 69
Yes, via Phone or e-Mail.

4.3.15.5. How frequent is the proposed system polled by the RMC for routine maintenance?
N/A as this is a cloud-based solution and all maintenance is managed by GoTo.

4.4. Redundancy and Disaster Recovery Issues
From the host side:

Every level of Jive Cloud is engineered for redundancy and provides high availability and fault tolerance, achieving industry-leading uptime and reliability. At a basic level, GoTo's collocation facilities are best-in-breed and offer extremely high resilience to and redundancy against natural and man-made disasters. Within Jive Cloud, redundant equipment and network paths are maintained and deliver a highly available computing environment. Redundancy is even greater within this computing environment, as virtualization and true Cloud architecture provide complete software- and process-level redundancy.

All core call-processing intelligence is clustered and housed in geographically separated, fault tolerant co-location facilities with automatic failure-over. This allows us to guarantee an uptime of 99.99% in any calendar year.

The system also detects if a specific location is down and automatically re-routes calls/messages to a pre-determined location. For example, a call may be forwarded to a cell or home phone, emailed as a voice message, or a variety of other customizable scenarios. With GoToConnect, no matter the severity of a local situation, your communications are safe, redundant, and accessible via multiple devices.

From the client side:

GoToConnect's solution is well-equipped to deal with your Business Continuity and Disaster Recovery (BCDR). In the event that a major disaster closes a customer site, GoToConnect’s Standalone VoIP solution provides a number of advantages over traditional analog telephone service.

First, our Standalone VoIP handsets are configured such that they will work from virtually any high-speed Broadband Internet connection. This means that staff can take their handsets to another site (such as another office location, or even to their home), plug them into the Internet, and be up and running exactly as if they were at the office—with the same access to voicemail, extension dialing, transferring, and all other features.

Second, if the magnitude of the disaster is such that handsets are inaccessible, replacement handsets can be ordered from GoTo. These handsets will be pre-programmed for plug-and-play installation, and can be shipped overnight for next-day delivery. 70 70
Finally, in response to an adverse event, incoming calls can be rerouted to other locations, or even to a group of cellular phones.

Customer Support SLAs
• We aim to achieve a 3-minute average speed of answer for inbound calls to Customer Support. We currently maintain an 80% success rate.
• We assign voicemails within the hour and respond within an hour of being assigned. • We assign initial email correspondence within the hour and respond within an hour of being assigned.
• We respond to follow up emails within 24 hours.
• We automatically close correspondence with a customer after 72 hours of no response.

Further details at: https://support.goto.com/connect/help/what-are-gotoconnects-customersupport-slas

4.4.1. Hosted Solution – System is hosted by in a public or private cloud that provides the required functionality.

GoTo Connect hosted services are run on Jive Cloud, a proprietary, cloud-based platform. Jive Cloud has been purpose-built from the ground up to deliver the most economical and powerful hosted services on the market.

Unlike traditional premises-based VoIP deployments that connect to the PSTN on the premises via a dedicated voice circuit (e.g., PRI, T1, SIP Trunks, ISDN), with GoToConnect, all inbound and outbound voice traffic travels via the Internet (WAN connection) to Jive Cloud.

Jive Cloud is currently hosted in a combination of public cloud and private infrastructure and has fully redundant computing and networking components. In the public cloud, GoTo is leveraging AWS, specifically in the US West (Oregon), US East (N. Virginia) and Asia Pacific (Singapore) Regions. In addition, GoTo collocates with top-tier data center facilities, offering high levels of security, redundancy (including power, cooling, and network), and scalability. Data centers are geographically situated to provide fast and reliable network access and to minimize round-trip latency for GoTo's hosted services. GoTo data centers are located in Grand Rapids MI, Salt Lake City UT, Los Angeles CA, Las Vegas NV, Dallas TX, Chicago IL, and Atlanta GA. 71 71
For information on data centers and sub-processors that GoTo uses for GoTo Connect, please visit GoTo's Product Resource Center and see the GoTo Connect Sub-Processor Disclosure - https://www.goto.com/company/trust/resource-center

4.4.1.1. There must be no single points of failure in the Telephony subsystem architecture; system upgrades and maintenance should not result in downtime or issues with system performance.

Every level of GoToConnect powered by Jive is engineered for redundancy and provides high availability and fault tolerance, achieving industry-leading uptime and reliability. At a basic level, GoTo's collocation facilities are best-in-breed and offer extremely high resilience to and redundancy against natural and man-made disasters.

Within GoToConnect powered by Jive Cloud, redundant equipment and network paths are maintained and deliver a highly available computing environment.

Datacenters are geographically situated to provide fast and reliable network access, and to minimize round-trip latency for GoToConnect.

4.4.1.2. Failover within the provider network should be automatic and maintaining the same user functionality and seamless to the enduser In the event of failure -

1. On the GoTo side -
Every level of Jive Cloud is engineered for redundancy and provides high availability and fault tolerance, achieving industry-leading uptime and reliability.

At a basic level, GoTo's collocation facilities are best-in-breed and offer extremely high resilience to and redundancy against natural and man-made disasters. Within Jive Cloud, redundant equipment and network paths are maintained and deliver a highly available computing environment. Redundancy is even greater within this computing environment, as virtualization and true Cloud architecture provide complete software- and process-level redundancy.

2. On the customer side, WAN failure -
There are many ways to ensure connectivity and the ability to make and receive calls.

GoTo offers an on premise gateway called Jive Business Continuity. It requires 2, 4, or 8 analog lines and provides backup in the event of a failure of internet connectivity to customer location. It provides automated failover if it detects loss of WAN connection and provides continuation of extension to extension dialing in addition to several analog lines for calling out, especially intended for but not limited to E911 calls.

GoTo also offers an SD-WAN solution which accepts internet connections from multiple providers and manages failure and optimizes traffic flow to ensure no loss of connectivity.

In addition, with the GoToConnect Mobile app on employees' Android or iOS cell phones, calls will ring directly on the app on their phones, even if the internet is down at a particular site.

See response above.

4.4.2.1. It is the intent of this procurement to install the core of the new systems at City Hall and Police Department as a failover.

This does not apply as GoToConnect is not premise-based. 73 73

4.4.2.2. Hot standby call processor with a synched database copy that will take over from the main call processor if there is a failure. Failover should be automatic and maintain the same user functionality.

Through the GoTo Connect Business Continuity appliance, GoTo provides PSTN Failover as a feature associated with GoToConnect. It provides service continuity and survivability in the event of a local wide area network outage, ensuring calls can still be made if Jive Cloud is inaccessible to the phones. Business Continuity provides the following features:
• Built in Jive Netview Appliance for voice network monitoring • SIP Proxy configuration for Internal Dialing during an outage • WAN failure (Detection, Failover and Fallback)
• Emergency Analog Failover - 2,4,6,or 8 analog lines (provided by the customer) can be used with the JBC for outbound and E911 priority calling in the event of WAN failure.
• Outbound Calls Analog Failover and Emergency (911) Priority • Logging and Monitoring
• VPN services
• DNS Server
• STP, SIP over TLS

4.4.2.3. The system should be designed to provide redundancy for the entire system including the voicemail system.

See response above.

4.4.2.4. It is the intent of the City that, in the event of a failure of one of the core system servers, no calls would be lost and stations would re-register to the available server automatically.

This does not apply as GoToConnect is not premise-based.

4.4.2.5. Can the servers be virtualized using VMWare? The City only uses VMWare in their Data Centers.

This does not apply as GoToConnect is not premised-based.

4.4.2.6. Can the servers be installed and run on a hosted or Public Cloud environment?
This does not apply as GoToConnect is not premised-based.

4.4.2.7. When software maintenance is performed on the system, is a restart required?
74 74
A primary advantage of the hosted delivery model discussed in this proposal is that the vendor is completely responsible for all software maintenance and updates. GoTo manages and maintains all of the infrastructure, software, and hardware involved in delivery the solution, and ensures that everything is up-todate. Jive Cloud is engineered in such a way that updates and maintenance do not require scheduled downtime but can instead be rolled out across the platform during periods of low utilization. Also, our qualified maintenance and support team is available 24/7 to answer any questions or concerns. The Jive Cloud platform is deployed across multiple datacenters in the U.S. Account activities such as moves, adds, and changes, as well as call-flow configuration, are all done via GoToConnect’s secure administrator portal. If assistance is needed, GoTo does not charge hourly rates for our customer and technical support services.

Maintenance is not required on-site for GoTo's Hosted VoIP installs. Phones are plug and play, and most customers opt to keep spares on hand. Phones can also be shipped from LogMeIn overnight. With regards to Jive Cloud (GoTo’s service delivery platform), GoTo has contract relationships with our datacenter providers to deliver remote hands—if physical changes are required to the Jive Cloud infrastructure, these remote hands are typically available within fifteen minutes.

A restart is not required as this is a hosted solution.

4.4.2.8. Typically, what will the duration of a system restart be for a system of this size?
N/A, as this is a cloud based solution.

4.4.2.9. What, if any manual intervention is required for a restart? NA, as this is a cloud based solution.

4.4.2.10. Disaster Back-up Service - Please indicate what resources are available to restore service promptly if the equipment is damaged by a disaster such as fire, flood, etc., or after a total system failure. 75 75
Every level of Jive Cloud is engineered for redundancy and provides high availability and fault tolerance, achieving industry-leading uptime and reliability.

4.4.2.12. Are all applications including voicemail backed-up simultaneously? Yes

4.5. Acceptance
The City requires an acceptance period of at least 30 days subsequent to the completion of the Cutover. During this 30-day period the system must perform without interruption of services and in compliance with all representations offered in the vendor’s proposal. Should the system or other associated devices fail to perform satisfactorily, the 30-day time frame for acceptance will start over until such time as the system performance is satisfactory for a period of 30 consecutive days. The Final payment (25% - including change orders) will be withheld, and the warranty period will not begin, until system acceptance.

GoTo has read and understands this requirement. We are confident that we can meet this requirement however this will be discussed and mutually agreed upon further along in the sales cycle.

4.6. Financial Information
GoTo has provided financial information, as applicable with our response. Please note that as a hosted solution, there is both a financial and security relief to the City for we securely handle backups, DR, hosting and redundancy.

Detailed pricing information is needed on the system. Provide the following financial data:

GoTo has read, understands and complies with this requirement. 76 76

GoTo has read, understands and complies with this requirement. This has been outlined in our pricing.

4.6.1.1. Complete installation and programming of all system components and software.

GoTo has read, understands and complies with this requirement.

4.6.1.2. Complete testing of all system components and software prior to system cutover, including QOS testing.

This is included at no additional charge.

4.6.1.3. PSTN coordination including:

GoTo has read, understands and complies with this requirement.

4.6.1.3.1. Coordination of SIP trunk installation with the PSTN service provider selected by the City.

As noted previously, there is no need for SIP trunks to be terminated within the City's infrastructure at all, as this occurs within GoTo's datacenters.

4.6.1.3.2. Coordination of calling plan to allow for four- digit dialing between stations.

This is included at no additional charge.

4.6.1.4. On-site department station reviews and determination of user requirements.

See the provided pricing.

This is included at no additional charge. GoTo will provide all system documentation, including: naming standards/schema, system diagrams, and IP numbers. GoTo will also provide additional voice documentation, including:
77 77
standard templates for all handsets, numbering plan design, dialing plan diagram, user tables.

4.6.2. Cost detail for any non-standard features and optional items as detailed in the system specifications.

See the provided pricing.

4.6.3. Any additional charges which apply for shipping and handling. Please specify dollar amounts.
$0.00

4.6.4. A recommended payment schedule must be included. The City may reject any proposal with a final payment, due on acceptance of the system, of less than 25%.

GoTo has read, understands and complies with this requirement.

4.6.5. Add/delete cost schedule for all system components, software, and station equipment - details on addition or deletion of all network components must be included.

Include both pre-cut and post-cut prices. Indicate how long the post-cut prices will remain in effect. Pre-cut component pricing must remain in effect through system acceptance.

GoTo has read, understands and complies with this requirement.

4.6.6. Maintenance costs for the system for Year 1 and for Year 2, as configured. Please show each year separately. Please describe any Parts Labor Warranty included in the proposal. Clearly specify the warranty period for all hardware and software components.

Maintenance costs should be itemized by component. A specific maintenance cost must be clearly itemized for business day service on all proposed equipment and software.

All maintenance and support services are provided at no additional charge.

4.6.7. Equipment Leasing Options – Provide the interest rate and monthly lease rate factor for three-, five-, and seven-year lease options.

See the provided pricing.

4.7. Implementation
GoTo uses proven best practices and a proactive, high-touch approach to manage the implementation of all new GoTo Voice and UC solutions. Applied across the following phases of the implementation life cycle, the GoTo approach delivers consistent, high-quality results that minimize the pain traditionally associated with changing your telephone service provider while at the same time maximizing the impact of GoToConnect across your entire organization. 78 78
Initiating: GoTo Project Managers (PMs) review expectations and gather customer information and preferences required for system configuration and number porting. They clearly define transition activities, timelines, and responsibilities for the customer and the GoTo implementation team. Detailed statement of work, project plan (with schedule), and preliminary order paperwork are prepared and presented to the customer for review and approval. GoTo engineers assess the current communications environment and identify system needs. They prepare a detailed assessment report and network diagram(s) outlining recommended network configuration.

Executing: GoTo engineers help to configure GoToConnect, providing requested guidance with dial plans and other features according to customer-provided specifications and preferences.

Engineers also complete any specialized integration requirements, upon further scoping.

Fulfillment specialists order equipment and monitor the number porting process. Regular status calls ensure the transition process stays on-track with established milestones and timelines.

Testing: GoTo quality assurance specialists test every feature to ensure it is operating correctly and in accordance with customer specifications. Engineers test the network configuration and, if applicable, test and turn up the GoTo broadband data connection. Fulfillment specialists test E911 configurations in compliance with Federal regulations. All GoTo hardware - including handsets, routers, and other equipment - arrives on the customer location pre-provisioned and ready for immediate plug-and-play. GoTo PMs and engineers work with the customer to test and verify all system features and functions. Dedicated project system trainers provide administrator and end user training to familiarize the customer with GoToConnect.

Project Completion: Numbers port from the losing carrier to GoTo, all system features and hardware endpoints are activated, and call processing (inward and outward) is initiated. Once live, a dedicated GoTo Customer Success Manager (SAM) is available to support the system and troubleshoot and resolve any service issues.

4.7.1. The selected vendor is expected to conduct regular project status reviews, including calls or meetings with City stakeholders.

GoTo uses proven best practices and a proactive, high-touch approach to manage the implementation of all new GoTo Voice and UC solutions. Applied across the following phases of the implementation life cycle, the GoTo approach delivers consistent, highquality results that minimize the pain traditionally associated with changing your telephone service provider while at the same time maximizing the impact of GoToConnect across your entire organization.
79 79
Initiating: GoTo Project Managers (PMs) review expectations and gather customer information and preferences required for system configuration and number porting.

They clearly define transition activities, timelines, and responsibilities for the customer and the GoTo implementation team. Detailed statement of work, project plan (with schedule), and preliminary order paperwork are prepared and presented to the customer for review and approval. GoTo engineers assess the current communications environment and identify system needs. They prepare a detailed assessment report and network diagram(s) outlining recommended network configuration.

Executing: GoTo engineers help to configure GoToConnect, providing requested guidance with dial plans and other features according to customer-provided specifications and preferences. Engineers also complete any specialized integration requirements, upon further scoping. Fulfillment specialists order equipment and monitor the number porting process. Regular status calls ensure the transition process stays ontrack with established milestones and timelines.

Fulfillment specialists test E911 configurations in compliance with Federal regulations.

All GoTo hardware - including handsets, routers, and other equipment - arrives on the customer location pre-provisioned and ready for immediate plug-and-play. GoTo PMs and engineers work with the customer to test and verify all system features and functions. Dedicated project system trainers provide administrator and end user training to familiarize the customer with GoToConnect.

4.7.2. The selected vendor must conduct a thorough and complete on-site station review. This station review process, performed by the selected vendor, will identify the following:

GoTo has read, understands and complies with this requirement. 80 80

4.7.2.1. The type and quantity of all telephone stations, by City location, to be installed for City users during the implementation process.

GoTo has read, understands and complies with this requirement.

4.7.2.3. Detailed voice system security plan that addresses the liabilities of the proposed system. Each system may require different protection measures; it is our expectation that the selected vendor will provide recommendations regarding protection of this system in the City’s environment.

GoTo has read, understands and complies with this requirement.

4.7.2.4. The PSTN network interface information by customer location to provide for local, long distance, E911, and intra- organization calling.

GoTo has read, understands and complies with this requirement.

4.7.2.6. The Selected vendor is required to provide complete system documentation regarding the installed equipment.

GoTo has read, understands and complies with this requirement.

4.7.3. Vendor is responsible for programming and testing of all unified communications and messaging configurations, trunking and telephone station programming GoTo has read, understands and complies with this requirement.

4.7.4. Vendor is responsible for placement and testing of all telephone sets. 81 81
GoTo has read, understands and complies with this requirement.

4.7.5.1. Integration between Voicemail and Office 365 mail– Unified Communications
GoToConnect supports unified communications in the following ways:
• Single Number Reach. The Find Me / Follow Me feature
automatically directs all incoming calls through a user-customized dial plan. Incoming callers only need to dial one number and can be automatically directed to a cell phone, home phone, off-site phone, internal support staff or other extension, etc.
• Unified Inbox. GoToConnect’s voicemail to email and virtual fax functionalities, put all communications into a single, unified email inbox. Voicemail messages are attached to emails as .wav files that can be easily played from any enabled device. Users can customize settings to leave messages on the server after inbox delivery, or automatically delete them from the server when they are transferred to their email inbox.
• Mobile Communications. The GoToConnect softphone
application mirrors the functionality of the desktop handset, allowing users to access similar features and functionality from their iOS or Android smartphone or tablet device. GoToConnect Mobile allows users to make, receive, and transfer calls the same way they would from their office, without giving out their personal cell phone number.
• Video Conferencing. GoToConnect includes individual access to video conferencing for each user license. GoToConnect's video conferencing platform provides flexible joining experiences through web, application, or mobile. Users have access available for PC/Mac/iOS/Android, and including Chromebook via GoTo Web. GoToConnect's video conferencing supports up to 250 internal/external participants, 25 HD Video webcams, and 1 year meeting recording with transcripts as standard.
• IM/Chat and Presence. The GoToConnect Desktop and Web applications provide a communications dashboard with presence awareness for all system users as well as directory access (and the ability to create and manage a favorites list) and chat functionality. GoToConnect Desktop is a Chrome application that 82 82
is available for MacOS and PC. It lives on the desktop or web version that offers the same functionality and ease of use. • GoTo Contact Center Chat. To further expand IM/Chat and Presence features are available through GoTo Contact Center.

These additional features provide more channels, reporting, and many options for SMS, embedded chats to websites, and social media (Facebook, Instagram, and soon to be released:

WhatsApp).

4.7.5.2. Copies of all equipment configurations for the City’s project manager review.

GoTo has read, understands and complies with this requirement.

4.7.5.3. Conducting a final walk-through inspection of the installation with the City’s project manager and the preparation of a punch list of items that need attention prior to final acceptance.

GoTo has read, understands and complies with this requirement., bearing in mind that this is a cloud-based solution.

4.7.5.4. Completion of the punch list items and the request for a final acceptance walk through with the City’s project manager.

GoTo has read, understands and complies with this requirement.

4.7.5.5. Final acceptance of the installation.

GoTo has read, understands and complies with this requirement.

Initiating: GoTo Project Managers (PMs) review expectations and gather customer information and preferences required for system configuration and number porting.

They clearly define transition activities, timelines, and responsibilities for the customer and the GoTo implementation team. Detailed statement of work, project plan (with 83 83
schedule), and preliminary order paperwork are prepared and presented to the customer for review and approval. GoTo engineers assess the current communications environment and identify system needs. They prepare a detailed assessment report and network diagram(s) outlining recommended network configuration.

Fulfillment specialists test E911 configurations in compliance with Federal regulations.

5. References

References have been provided below.

5.2. While you are free to provide any references, the City prefers references to other cities or public agencies.

GoTo has read, understands and complies with this requirement.

5.3. Be advised, references are a major element of the City’s selection criteria.

GoTo has read, understands and complies with this requirement.

Reference #1
Reference #1
Customer Name City of Palmdale
Contact Name Matthew Kunze, Information
Technology Analyst I
Contact Address 38300 Sierra Hwy, Suite D,
Palmdale, CA 935500
Contact Telephone Number o: 661/267-5537; c: 661/544-5468 Description of Comparative System – please be specific
and detailed on number of locations and phones
Over 200 User/VOIP Seat; Client for
over 1 year
Reference #2
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Reference #2
Customer Name City of Paramount
Contact Name Dan Elizarraras, Management
Analyst
Contact Telephone Number (562) 220-2054
Contact E-mail [email protected]
Description of Comparative System – please be specific
and detailed on number of locations and phones
Over 100 users; Client for over 1
year
Reference #3
Reference #3
Customer Name City of Aliso Viejo
Contact Name Isaac Aziz, IT Manager
Contact Address 12 Journey, Suite 100
Aliso Viejo, CA 92656
Contact Telephone Number T: 949-425-2593; F: 949-425-389 Description of Comparative System– please be specific
and detailed on # of locations and phones
Over 100 Users; Client for 2+ years
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Response to Delivery and Installation

7. Delivery and Installation
The City anticipates working with the selected vendor to plan the implementation as soon as possible. The City will require the selected vendor to work with the City regarding the placement of telephones in the buildings.

GoTo has read, understands and complies with this requirement.

GoTo uses proven best practices and a proactive, high-touch approach to manage the implementation of all new GoTo Voice and UC solutions. Applied across the following phases of the implementation life cycle, the GoTo approach delivers consistent, high-quality results that minimize the pain traditionally associated with changing your telephone service provider while at the same time maximizing the impact of GoToConnect across your entire organization.

Initiating: GoTo Project Managers (PMs) review expectations and gather customer information and preferences required for system configuration and number porting. They clearly define transition activities, timelines, and responsibilities for the customer and the GoTo implementation team. Detailed statement of work, project plan (with schedule), and preliminary order paperwork are prepared and presented to the customer for review and approval. GoTo engineers assess the current communications environment and identify system needs. They prepare a detailed assessment report and network diagram(s) outlining recommended network configuration.

Planning: The Project System Trainer or Field Engineer will hold a training with the customer and work together, with the customer, to build out the PBX. They establish a communications plan, scheduling regular status meetings with the customer and GoTo sales, engineering, training, project management, and deployment teams. They will work with you through system testing and training plans for the completed solution most fit for your needs. 87 87
Executing: GoTo engineers help to configure GoToConnect, providing requested guidance with dial plans and other features according to customer-provided specifications and preferences.

Engineers also complete any specialized integration requirements, upon further scoping.

Fulfillment specialists order equipment and monitor the number porting process. Regular status calls ensure the transition process stays on-track with established milestones and timelines.

7.1.2. Risk of Loss - Please state when the City assumes risk of loss or damage of any of the equipment installed by the vendor.

This will be determined further along in the sales cycle, however we recommend you review our Terms and Conditions and SLA for an overall understanding.

7.1.3. System Physical Requirements - Please indicate the requirements for each location, for:

Because GoTo's solution is hosted, very little onsite equipment (excluding handsets and JBC) is required. Therefore, this does not apply.

7.1.3.1. Floor Spacing
See response to 7.1.3.

7.1.3.2. Floor Loading
See response to 7.1.3.

7.1.3.3. Wall Space
See response to 7.1.3.

7.1.3.4. Environmental factors such as air condition and ventilation See response to 7.1.3.
88 88

7.1.3.5. Minimum size door opening required for equipment movement See response to 7.1.3.

7.1.3.6. Specify the electrical and grounding requirements for the proposed system.

Indicate what modifications will be needed, if any, at the site to meet those requirements.

Unless otherwise stated, the vendor will be responsible for any necessary modifications.

GoTo's solution utilizes Power Over Ethernet (POE)

7.1.4. Equipment Reduction - Explain any penalty or liability charge for reducing equipment or telephone instrument prior to and after installation of the proposed system. (a) The Customer may cancel an equipment purchase without any fee by notifying GoTo no later than 24 hours after submitting the order. (b) After 24 hours, the Customer may cancel an equipment purchase or reject delivered equipment by delivering written notice to GoTo no more than 30 days after signing the sales quote. The Customer shall pay a 25% restocking fee for all equipment purchases canceled or rejected under this section 6(b). GoTo shall not issue a refund until equipment is returned to GoTo Returned equipment must be in like-new condition in original packaging. In addition to the restocking fee, the Customer shall pay all costs to replace damaged equipment or missing components or packaging. (c) The Customer acknowledges that cancelling an equipment purchase does not terminate this agreement.

7.1.5. Equipment Delivery - The vendor will be responsible for making necessary arrangements with the management of the building for delivery of equipment to the premises. The vendor must comply with all building regulations regarding hours, any delivery rigging and method and location of equipment delivery.

GoTo has read, understands and complies with this requirement.

GoTo is the manufacturer of the system being proposed.

7.1.7. Manufacturer’s Commitment - The vendor shall make a written commitment to make available maintenance spares, trained personnel, and software support to fully maintain the system for a period of ten years from the date of cutover. If the vendor is other than the manufacturer, then a letter of similar commitment from the manufacturer must be included in the proposal.

GoTo has read, understands and complies with this requirement. 89 89

Hardware
All of the hardware endpoints that are used for delivery of the hosted services are covered under warranty. In the case of the VoIP handsets, the hardware has a one-year manufacturer's warranty. Warranties on any routers and switches sold vary by manufacturer and model, but are never less than five years (and in some cases are lifetime). GoTo's services manufacture warranties for products we sell. For customers under contract who are renting the phones, GoTo provides warranty support for the duration of the contract. All other maintenance and support services (regardless of warranty agreement) are available 24/7 at no additional charge.

If a handset fails within the warranty time window, GoTo will send an advance replacement handset to the customer, pre-programmed to replace the faulty device. Alternatively, some clients maintain a number of extra handsets—those can be programmed via GoToConnect’s online administrator portal controls to replace the faulty device at any given moment, minimizing any downtime. If the handset is outside of warranty, a replacement can be purchased from GoTo, programmed, and sent to the customer site (next-day shipping is available).

Platform
A primary advantage of the hosted delivery model is the vendor is completely responsible for all software maintenance and updates. GoTo manages and maintains all of the infrastructure, software, and hardware involved in delivery the solution, and makes sure that everything is always up to date. Jive Cloud, our service delivery platform, is engineered in such a way that updates and maintenance do not typically require scheduled downtime but can instead be rolled out across the platform during periods of low utilization.

7.1.9. Software Assurance – Maintenance and support quotes should include software assurance protection for the City. Please itemize this cost.

All maintenance and support services are provided at no additional cost.

7.1.10. Software Updates – Please describe the following regarding available software upgrades:

GoTo's strategy for upgrades and new releases of Jive Cloud is based on an Agile Methodology of continuous integration and rapid iteration. All upgrades and new releases of Jive Cloud are free of charge to GoTo Hosted VoIP customers.
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Every enhancement, upgrade, new feature, or software patch is introduced seamlessly into Jive Cloud once ready for release. In general, GoTo releases updates to Jive Cloud every two weeks, based on the length of developer sprints and milestones.

The integration of the new functionality begins by following a beta-testing process (with select beta customers) before the feature is released to mainline customers over a period of time. The period is often defined by the size of the enhancement, the service it affects, or the number of clients utilizing the feature. Jive Cloud is engineered in such a way that updates and maintenance do not typically require scheduled downtime but can instead be rolled out across the platform during periods of low utilization.

7.1.10.1. How is the City notified of new software upgrades and tools available for ALL the systems proposed?
See response to 7.1.10.

7.1.10.2. Does your company require software updates at these intervals or are they included/or optional?
See response to 7.1.10.

7.1.10.3. Are software updates included in the maintenance contract? Yes. A primary advantage of the hosted delivery model discussed in this proposal is that the vendor is completely responsible for all software maintenance and updates.

7.1.10.4. In the case of VoIP solutions, do you provide recommended/required software updates for all network hardware in addition to the proposed system? Yes.

7.1.10.5. Please provide typical frequency of software updates on an annual basis.

In general, GoTo releases updates to Jive Cloud every two weeks, based on the length of developer sprints and milestones.
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Disclosures and Contractual Requirements
GoTo acknowledges that we have received your Terms and Conditions. Upon award, GoTo reserves the right to negotiate in good faith the specific contractual terms relating to the proposed engagement. GoTo proposes to provide the services described in this proposal under terms materially consistent with its standard Terms of Service (see https://www.goto.com/company/legal/terms-and-conditions), subject to such modifications as may be agreed by the parties to incorporate terms and conditions of the RFP request. We are confident that mutually agreeable terms can be negotiated upon award of contract.
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Proposal for Unified Communications Services
The City of Seal Beach
Quote #: Q-643658
Service Term: 36.0 Months
Expiration Date: 01/31/23
Free Months: 3

TODAY'S TOTAL QTY MSRP DISCOUNT GOTO PRICE TOTAL
Voice Number DID Port - Configuration Fee 150 USD 5.00 USD 5.00 USD 0.00 USD 0.00 Yealink T54W IP Phone PoE 131 USD 279.00 USD 140.98 USD 138.02 USD 18,080.62 Yealink CP930WP Wireless DECT Conference Phone with Base 5 USD 699.00 USD 289.11 USD 409.89 USD 2,049.45 Yealink EXP50 (Expansion) 9 USD 105.00 USD 0.00 USD 105.00 USD 945.00 Cisco ATA 192 Multiplatform Analog Telephone Adapter (2 port, w/router)
10 USD 160.00 USD 80.58 USD 79.42 USD 794.20
ALGO 8301 3 USD 349.00 USD 68.51 USD 280.49 USD 841.47
Professional Services - Per Seat GTC Managed Install (Over 50 Licenses)
150 USD 50.00 USD 50.00 USD 0.00 USD 0.00
JBC with Analog Failover (4 Ports) 4 FXO 6 USD 850.00 USD 200.00 USD 650.00 USD 3,900.00 Configuration and on-site installation (2 days of Engineering time, includes travel)
2 USD 4,000.00 USD 500.00 USD 3,500.00 USD 7,000.00
On-site training (Trainer) Travel + 2 Days of On-site Training 1 USD 3,000.00 USD 1,000.00 USD 2,000.00 USD 2,000.00 On-site Handset placement 150 USD 2,000.00 USD 2,000.00 USD 0.00 USD 0.00 Optional per extra day rate for onsite configuration and installation
3 USD 2,000.00 USD 500.00 USD 1,500.00 USD 4,500.00
TAXES and FEES USD 3,955.04
TOTAL USD 44,065.78
Standard Pricing Option 1
Standard Pricing Option 1
First 3 months Free Value = $9,404.52
10 line Color Screen Gig Phone,
HD Voice, Accoutic Fencing
Receptionist Console
Overhead paging integration - Optional
For Fax machine integration - Optional
Included
Disaster Recovery - Optional
Included
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Seal Beach City CouncilJune 12, 2023

Seal Beach City Council
June 12, 2023