#
&1')26:5(E955 ')-.#'11-*). % --&/-0-)+*-0
.)(..1&(00-..-0)'*0+.)&(%++1-/&-.*6'*)&*&*9-.-*0-.&.)(-))-6-)+*-*/-(',-&19-+,('0-0)'.-66:5(E955 #
#
&1')26:5(E955 1&(--&/-0#-*) %
1&(--&/-05'1)-*.-/&-.*0+,('0-0)'.-.'*5&0-*)&(66:5(E955 #
#
&1')26:5(E955 1&(--&/-0#-*) %
1&(--&/-05'1)-*.-/&-.*0+,('0-0)'.-.'*5&0-*)&(66:5(E955 #
;#
&1')26:5(E955 1&(--&/-0#-*) %
1&(--&/-05'1,',-)2'3*-*0+,('0-0)')-.-.'*5&0-*)&(66:5(E955 #
"#
&16-E&* :'*-((
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
#
#
&1')26:5(E955 1&(--&/-0#-*) %
1&()-0--&/-0*0+,('0-0)'.-.'*5&0-*)&(6 :9-
'5
#
#
&1')26:5(E955 1&(--&/-0#-*) %
1&(--&/-05'1 *0+,('0-0)'.-.'*5&0-*)&(6 ;#
#
&16-E&* :'*-(( ::H
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
#
&16-E&* 1&(--&/-0#-*) ::H
1&(3&)..')-0.-,')'..-*))',',-)2'3*-61&(*0,')'../-0)'.-5&(-6 ;#
#
&16-E&* -9( %:
-.)&5&-0)&/&(-,'.&)&'*&*-5--*-)'(3.+&)<-)3--* .)*9-1-*)*0)-*.-/&-.6-,'.&)&'*-(0&*'.*9-(-.63.))-0-,'.&)&'*(')&'*<-)3--*)-'+.'5,,'F&1)-(2 $
*0
$
:6
;#
#
&16-E&* .--.-
(')&'*&..5'(('3.$
;
.45)
;
.45)
" .45))')(
;
.45)*-)'*'5(*0,,(&)&'*1+(&.<-)3--*
6 "*0
6 +<&20.6
;+<&5--)-4+('*-+<&206*5&.)4+)-'5
)'*.'51+(7
"6
)'
"
6
+<&5--)83.0-(&/--0)')-.&)-5'11-&*9*&.6&.3'+(0/-<--*-*'+9)''/-(()--,-(.)'0-,)'5 ,,'F&1)-(2
6 )'
&*-.6-'*))<-)3--*-3
-.))'*01-&*9*&.3..&9*-0;#
#
6&1&(1'*)(2*+1<-.5')-1'*).,&')'5&.)4+)-
3'+(01-*,,'F&1)-(2
;;
6
)'
67
.)4+)-
*0
)4+)-
8+<&5--)'51)-&(3--0+1,-06&.3'+(0'+*)5'<'))-<-1.*0'1,'.).,-0)'+9'+))-,',-)2 &*0&)&*9(( '*-(2(( 1)-&('*.&)-'&9&*)-05'11-&*9*&.6:-(-2(-3-<.&)- *0,,(&)&'*1+(&*5'1)&'*,9- >')&*9&*)-.-.)*00..((<-'*.)+-0.-(&-/&*9*2'3*- ',-)' '0-.&9*--5'1)-'<(&9)&'*'5'<)&*&*9((+)'&E)&'*.*0'1,(2&*93&)((-4+&-1-*).'5')--9+()'29-*&-. &*(+0&*9<+)*')(&1&)-0)' ('(-()-*)&)&-. L. &4+(&)21*9-1-*)0&.)&).'&,'((+)&'*'*)'(.0&.)&). ('((*0+.-+)'&)&-. *05&-+)'&)&-.M
.-)&'*
;
"708N6>(-2(-3-<,9-*0
;
"./-0)'.-5&(-6
;#
"#
&16-E&* 1&(--&/-0#-*) %
-.,'*.--1&(.-*))'%-*0'&*-5--*-)'-1&(..-*)<2&1-4+-.)&*9-.&*0&*9'5%*0(-))-<.-0'5&*.,-)&'*-,')60/&.-0)-%-*0')-%*0(-))-.3--&..+-0<.-0'55C.&*0-,-*0-*)&*/-.)&9)&'*.))-.+<=-),-(. *0/-*')<--*-.&*0-061&(./-0)'.-5&(-6 ;#
#
&16-E&* 1&(--&/-0#-*)
:9-"'5
--&/-0*-1&(5'1 !6-&.&*9-3&)*-3.+,-/&.'&*5'1)&'* &*-.,'*.-)'12-1&(6*--1&(.-'*5&1.)-"# "&*.,-)&'*3.)-5&.))&1-)-3.))-
,',-)&-.6)3.
0+&*9*0&*/-.)&9)&'*&*)''1,(&*)'*)-I/(,',-)2*00&)&'*(0+1,&*9'1,(&*)'*)- ,',-)23.--&/-06
-&.&*9---0'+))'(-2(-*03.,'/&0-0(&*A)')-&>((-9(+1,&*9-.'+-.>3-<.&)-'*-*5'-1-*)5'&((-9(0+1,&*96'0&*9)'(-2(-C.3-<.&)- >'(9'/-*1-*) )-*0.)'/&-3&((-9(0+1,&*9.(&))-#*+&.*-<)-1-*)&..+-)-)*.'(&03.)-&..+-6'(-.,'*.-./29-)(2.))-3&0-&*)-1.'5,,'*0(-/-('5)&/&)26'('0--*5'-1-*) ,(2.(-0'(-&*.'1-'11+*&)&-. 3&(-,+<(&3'A.0-,)1-*)./-,&12-.,'*.&<&(&)2&*')-.6>!6-&.&*9-C.-1&('*)&*-0)3'))1-*).6*-3.,'3-,'&*)3&),')'.3&)0-.&,)&'*'5)-='&*)"# "&*.,-)&'**0'*-3.)-"#
"*.,-)&'*-,')6--,')/-&5&-01)-&(&. >0&)21+(1&F-03&)).>*0'*)&*-0>(9-,&--.'5,(.)&.666,,-*01+(6>--,').)).).'*0=-*),-(.3.)--.+()'5).'*)&.,-(6*.,-)&'*-,').))-.>&. '1,(&*)&.+*0-'*)&*+'+.&*/-.)&9)&'*><2*06(-2(-3-<,9-,&*)'+) *.,-)&'*-,') *0:'3-:'&*)./-0)'.-5&(-6 ;#
#
&16-E&* :'*-(( ::H
--&/-0,'*-((5'1)-,',-)2'3*-6-'3*---&/-012-1&(3&),')'.'5)-,',-)26-'3*-.))-0-&.9'&*9)')2*09-))-*.-/&-.)'-1'/-)-1)-&(6 -&.(.' 9'&*9)'1'/-)-1)-&(&*)'5-3,&(-.(-*+,(--.'5)-,',-)26-'3*-.A-0&5/--05'1:(**&*9 .-.*')--&/-0*2-)+*-0((.5'1)-15)-.-/-())-1,).) '*))6-'3*-.))-0-&.9'&*9)'9-))-1,'2,-1&))'-,)(&4+&01)-&(.-&.+**&*9'+)'51'*-2*05-.-3&((('.-)-,',-)260/&.-0/-*')-0*2)&*9*0)12(.) -A )--3--*'00&)&'*(*')-.&*)-:'5-..&'*('*.+()5&(-6-1&*)&*.-&.,(**&*9'*'<)&*&*9:5')-,',-)26 ;#
#
&16-E&* )- ::
"
!
-)3&)-,-.-*))&/-.5'1:(**&*9 &') *0)-,',-)2'3*- /-B-*-5--*-::
"
*066B-*.,+.-0(9--4+&,1-*)&*(+0&*9(9-'3*0'1<&*-)' A-)'+9)-1)-&(*0.-,)-)-).5'1)-1+(6-).3&((<--1'/-0<2&*0&/&0+(.5'(('3&*9)-'36-'3*-3..A-03)&.&*)-*)&'*.5')-,',-)2-*0.))-0- &*)-*0.)'0-/-(',*(5(5516-'3*-3..A-0'3('*9)-,'-..3&(()A-*0&5-0.'1-'*-(&*-0+,)'-.)<(&.)-516-'3*-01&))-0-0&0*')/-.'1-'*-(&*-0+,*0))0-/-(',1-*)'+(0)A-5-32-.6-'3*-3..A-0&5)--.<--*3)-.)+02*0&5-0*23)-&9).)')-,',-)25'516-'3*-01&))-0-.*')*00'-.*')A*'3<'+).+,,(2&*93)-)')-.&)-6-'3*-.))-0(-*+,3&(()A-
1'*).<+)*'*(2<-0'*-&5-&.(('3-0)'-,)00&)&'*(1)-&(5'1&')7,-..-0.'(&00&9-.))-*0(&4+&00&9-.))-8 .-0'-.*')/-)-1'*-2)','--03&)'+))-00&)&'*(1)-&(6:-K-&)+&((5'1&')-*-3<(-. )-&1)-&(&.*'))->9--*3.)->>3''0&,.>)))-*..+,,(&-0 <+)(&4+&0*0.'&((&A-1)-&(66+&((.))-0&)&.(-)-1)-&()-*.0-(&/--03.*')'-)(2,'-..-0*0.'+(0*')/-(9-,&--.'5). 9(..<'))(-.'(9-,&--.'53''066+&((3..A-0'31+1)-&(3'+(0*--0)'<-<'+9))'.&)-*0'3('*9&)3'+(0)A-66+&((-.,'*0-0-*'+91)-&()''/-)-,',-)2
>0--,*0,,'F&1)-(2"2-.5'<'*.-4+-.))&'*)''+6+&*9)-1--)&*9<'+9)+,&..+-.3&))-&1,)'*)-- &*(+0&*9)-1'+*)'5)+A.))3'+(0<-'*)-'0. 0+.)*0(*0(-&*960/&.-0)-&'+(0<-')-&..+-.3&)
6
6-.-))&/-:(*):')-)&'*60/&.-0)-'3*-3'+(0*--0)''*.+()3&)*0-/-(',1-*) '3-/-,-1&).',,'/(.12<-*--0-0)'(-)-,',-)26(.' <'+9)+,'3)-,',-)2*<-(--0'5)-).&500&)&'*(1)-&(&.,(-0'/-)-+-*)1)-&(6-'3*-.))-0)-00&)&'*(1)-&(3&((<-A0'3*)-'(0-1)-&( -/-(&*9)-).6 -'3-*0'1<&*-3&(((.')&(()-).+,5'-1'/(6:-'*.+()&*9:(**&*9*9-:+(''1-2 )-'3*-&.)'03+,,(*5')-<)-1-*)'5)&.,',-)2*00-/-(',1-*)'5.-,)- ,',-)25'-/&-3*03-3'+(01--)9&*&*,,'F&1)-(2 3--A.6
##
&16-E&* -))-#'-.,'*0-*- :%
!
-/&-3-0)*.&,)'50-,'.&)&'*'/-.-/-(02.6&(-0.&9*-0-)*0,-=+2,9-..)*00*0-)&5&-0,-(*+1<-. "
;
"
;
;
;
7*)) :-(,.:&((&,.8*0
"
;
"
;
;
7:'.A+-'.- :86
#
#
&16-E&* 1&(--&/-0#-*)
--&/-0*-1&(5'17 86--1&('*)&*-01-&*9*&.C)'**9-&*5'1)&'*5')--*)&-(-*9)'5)--3 -.))''*))*01-&*9*&.C(<)-.)-,')6'**9-./-0 )'.-5&(-6*<(-)'./-)-E&,5&(-3&)(<-,').)'.-5&(-0+-)'.&E-6
#
#
&16-E&* 1&(--&/-0#-*)
--&/-0*-1&(5'1)-,',-)2'3*- /-B-*'* #
#
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
#
#
+<-*6-)' )- #
0&''.)&.-4+-.)&*91'-&*5'1)&'*-90&*9)&..-66!+&023&((<-'*))&*9:)'(()-0&''.)<A6
##
&16-E&* :'*-((
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
##
&16-E&* :'*-(( :
--&/-0,'*-((5'1'1,(&**)
6'1,(&**)
3.((&*9.,',-)2*- '+*)23.--&/&*90&)21+(5'11-&*9*&.7)-*.8&*%&)'/&((-6-'1,(&**)3.&*'*))3&)'+&*)-,.) '3-/- '*)) 1K&*9.(-5))-'+*)26'0&*9)')-'1,(&**) )-,',-)2'3*- -*3&**0)-*.3--&..+-0-.--.&.)(-))-.<2'+*)2*0/-*').)',,-00+1,&*90&)21+())-(')&'*6-'1,(&**)3.-&*9'+))''*))'+6-'1,(&**)3&((5'301-',2'5)-(-))-))3.&..+-0 5'1-)','/&0-)' 6
##
&16-E&* :'*-(( %7:8
--&/-0,'*-(('*12,-.'*(-((,'*-5'1G'<9'(&.7%-*0'#:-..8669'(&..A-0&5'+(0.,-A)'&1<'+)0+1,&*9&*)-0-.-))','/&0-><A9'+*06>0/&.-0*2 '11+*&)&'*0)'<-*0(-0<2'+*)2,+<(&55&. *0'+(0*')'11-*)'*)-.-','/&0-*2&*5'1)&'*669'(&.+*0-.)''06)-*--&/-0)-F)1-..9-'*12,-.'*(-((3&)69'(&.3&)&.&*5'1)&'*&5*9-121&*060&0*')-.,'*0)')-)-F)6
#
#
&A-(6K+51* :'*-(( :
:((-0)'.,-A3&)6-E&*<'+)&.,',-)&-.6((<A-4+-.).-*)
#
#
&16-E&* :'*-(( :
--&/-0.-'*0,'*-(('*12,-.'*(-((,'*-5'1G'<9'(&. &-*--,')-*0:'0.)-5'1&.)6'1669'(&.9&*.A-0&5'+(0.,-A3&)&1&*-5--*-)').*0 1)-&()*.,')-05'1*00+1,-0&*(&9-6)'(069'(&.'+(0*').,-A)'&1&*-5--*-)'*2'0-.-.*0-3'+(0/-)''*)))-:C.'55&-6-5--069'(&.)')- :C.3-<.&)-5''*))&*5'1)&'*61&(.-*))''0-&-56+*-E-5--*-)-((6
#
#
6 1&()'* :'*-(( :
:((-0-4+-.)&*9)'.,-A3&)6-E&*3'3.325'1&.0-.A6((<A-4+-.).-*)/&-1&(6
#
#
&16-E&* :'*-(( ::H
-)+*-0(()')-,',-)2'3*- /-B-*66B-*.))-0-.'*))-0*03&(('*))3&)'.&'&'.5'1G+.)&-<* .)--2(-.6G+.)&-
..-1&3&)9&*0-#.')-))
3&((.-,)-)-(*0,,(&)&'*1+(5'1)-).6'0&*9)'6B-* 6&'..))-0)-(')&'*3.).0+1,'*.&.)&*9'5(*0,,(&)&'*1+(*0+<.&0-1)-&(66B-*.))-0-&. /&*9*-.)&1)-*00-.&,)&'*'5<)-1-*)03*+,*0.1--)&*93&)>!-'9->5'1)-*.)',-.-*))--.)&1)-66B-*',-.)-*.3&((,25')-(-*+,66B-*.))-0-3. )'(0)-1)-&('*&.,',-)23&((&*)-+,))-3)-)<(-*001&))-0)'--&/&*9
)+A('0.'
"
;
)'*.'51)-&(60/&.-06B-**2,21-*)5'<)-1-*)&.&/&(<-)3--*&1*0 )-*.66B-*3'*0--0&53-&)-0&1 ))3'+(01'/-)-.-,.)&/&(60/&.-0*'&))&'*./-<--*&..+-0*03--3&)&*9'*0-)-1&*)&'*5'1:(**&*9 <.-0'*))0-)-1&*)&'* 3-'+(0)A-.-/-(-*5'-1-*))&'*.$01&*&)-. &*5)&'* 1&.0-1-*'-)66B-*.))-0-&*)-*0.)''1,(2*00'3)&..A-0 <+)&5-&.&)-0 ))&.'A2.&)12-(,&.+.-3&) )-*.66B-*.))-0&)3&(()A-G+.)&-
,,'F&1)-(21'*).)'(-)-,',-)260/&.-0'*--<A5'1:(**&*9 3'+(0(-)&1A*'3*01'/-)-.-5'305'1)--6
#
#
&A-(6K+51* :'*-(( :
:((-0)'.,-A3&)6-E&*6((3.)*.5--06
#
"#
&16-E&* :'*-(( ::H
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
#
#
0&*69+&(-:'*- :'*-(( ::H
:((-0&*-4+-.)&*9)'.,-A3&)6-E&* 0/&.-0&1))-3&((*')<-&*+*)&()- ")6 -+*0-.)''0*0.))-0-3&((((<A6
:9-;'5
#
#
&16-E&* 1&(--&/-0#-*)
--&/-0*-1&()-05'1)-,',-)2'3*- -.-*))'A-(&**)-,&.-.7)-*.-/&-.8-4+-.)&*9(-*+,'5,',-)26-0./-0)'.-5&(-6
#
#
&16-E&* :'*-(( ::H
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
,-1&)*0O" 3-((5')-,',-)260/&.-0&5))&.)-0-)-1&*)&'*5'1 :(**&*9 0*''*)'('/-&)66B-*.A-0&5&.,',-)23.)-'*(2,',-)23->.+)0'3* >*0&53--1A&*9*-F1,(-'5&160/&.-06B-*)''A&..+-3&))-)-1>.+)0'3* >*0))3-0'*')1A--F1,(-.'5,-',(-6.))-03-)-).&1&(.-.'*.&.)-*)(266B-*.A-0&53-/-.-*).&1&((-))-.)'')-,',-)&-. .1*2*-&1-.)&((-,)&*91)-&(6)'(06B-*3-/-.-/-( .-.)'+9'+))-'+*)2 <+)3.*')3&((&*9)'9''/-)--*5'-1-*))&'*'*)'.-,',-)&-.60/&.-06B-*)-1)-&()&.(')&'*&.0&..&1&()')-1)-&()')-(')&'*. <+)9&* 3-)-).-..'*.&.)-*)(2.,'..&<(-6
#
#
" &16-E&* :'*-(( ::H
--&/-0,'*-((5'1)-,',-)2'3*- /-B-*66B-*.))-0-.*')-05'1:(**&*9&*,,'F&1)-(2 1'*). &*.,&)-'5.-*0&*9.-/-(-1&(. *0*-/---&/-0)- +*-0)-0',&-.'5)-(-))-.)')-*.-/&-.60/&.-06B-*3'+(0-A'*)-(-))-)'5&*0'+)3),,-*-0 *0/-&).-*))'&166B-*.))-0-*--0-0)-(-))-.)--&.
1'*).))+)-'5(&1&))&'*.&*&.'*))3&))-*.5'-1'/('5*2).'1)-&(<'+9))')-,',-)260/&.-06B-*&5-0&0*')--&/-)-(-))-.<2*-F)+-.02 )'((1-6)'(06B-*)'1-'**2-1&(.-.-*0.)':(**&*9)'A--,&*)-('',66B-*.))-0-3'+(061&(.-*))'6:--E-5--*--(-.-'5(-))-6
#
#
" &16-E&* 1&(--&/-0#-*)
--&/-0-1&(5'16:--E'*5&1&*9)-3.-(-.-0)'6B-*)'+9)--F)-4+-.),')('*
#
"#
:J
"
3&))')('5
))1-*).6
#
#
" &16-E&* :'*-(( ::H
((-0,',-)2'3*-/-B-*60/&.-06B-*'*5&1-0)-3.,)'5)-
))1-*)-(-.-'5&*5'1)&'*&*(+0-0&*:J
"
5'1
#
"#
66B-*.))-0-3'+(0
-A)--(-.-'*)-,,9&*)'5&*0&)6
##
" &<-(6+* :'*-(( ::H
--&/-0((5'1:-4+-.)&*9)'.,-A3&)+,-/&.'6-E&*6--0'+))'6-E&*/&-1.(()*.5--00&-)(26
##
" &16-E&* :'*-(( ::H
--&/-0,'*-((5'1)-,',-)2'3*- /-B-*6'0&*9)')-'3*--&..)&(()2&*9)'9-))-*.-/&-. )-.'+-'5)-1)-&(*0). )'(-*)-,',-)26-'3*-.))-0 )-2A--,.A&*95'*+*-0)-0/-.&'*'5)-(-))-.)-20&0*')--&/-'*-60/&.-0)-'3*-3-.-*)'*-)')-&00-..'5-'0*0/-0'*))3&))-*..')-2-3-'5)-(-))-*0.-6-,',-)2'3*-.))-0-3-*))')-,')()'-..)-(-))- <+))-,')(.))-0&)>*C)+,('0>)-0'+1-*).)->-4+-.)('.-06>/-&5&-0-3.)(A&*9<'+)-4+-.)
;6)'(0)-'3*-3'+(0.--3)'+(00''*12-*06-'3*-(.'.))-0---&/-0*-1&(5'13'1-/-3&))-.))-))0-(.3&))&.*03.)'(0)--3.*'/&'()&'*6.A-0&5&)3.(-2(- <+))-'3*-)'(01--3'+(0/-)'(''A&)+,6.A-0&5)-.))-00'*-)-.)&*9))-5&(&)2''*)-,',-)26-'3*-<-(&-/-0&)3.))-,',-)26-9-*20-)-1&*-0)-1)-&( <')'9*&*0&*'9*& 3--*')&*)+.&/-)')-3)-)<(- *03&)&*.)*00.6)'(0)-'3*-3'+(0(&A-)'.--)--1&(---&/-06-'3*-.))-0-3'+(05&*0&)*0.-*0&))' 1-6
##
" &16-E&* 1&(--&/-0#-*)
,'A-3&)6:--E6.-0'55,-/&'+.0-)-1&*)&'*5'1*0'3*-C.&..+-3&)::')( &)3.0-)-1&*-0,'/&0&*9)-+*-0)-03'+(0<--,)<(-6 1&(3&)))-0 +*-0)-0-))-.-*))',',-)2'3*-61&(./-0)'.-5&(-6
##
" &16-E&* 1&(--&/-0#-*) B
:9-
'5
--&/-0)3'-1&(.5'1)-,',-)2'3*- /-B-*6-5&.)-1&(3.)-0<-)3--*6B-**06-55(&*93&))-*.-/&-.6-)-0'*)&*.-4+-.)5'1)-,',-)2'3*-)' -1'/-)-1)-&(5'1)-,',-)2 *0-.,'*.-5'16-55(&*96--.,'*.-.))-0)-C.5&(&)2&*.,-)&'*'51-&*9*&.C5&(&)25'+*0*'/&'()&'*.*0))*''-)&/-)&'*.*--0-0)'<-)A-*6--.,'*.-(.'.))-0$>-.&)-'*0&)&'*.'<.-/-00+&*9---D./&.&)&*--1<-'*5&1-0)&..1-'*(+.&'*P.&1,(2,+) )--3.*'-/&0-*-))1)-&(.,'/&0-0<23--*'*'1,(&*)'')-3&.-3--*'),,',&)-5'(*0,,(&)&'*)2'+.&)-61-&*9*&./(+-.2'+<+.&*-..6+)<-+.-)-(*0,,(&)&'*1)-&(.,'/&0-0)'-3 -.))'.5+((2'1,(&-03&)(-2(--4+&-1-*). 3-0'*')<-(&-/-))*25+)- )&'*&.*--..26>-.-'*0-1&(5'1)-'3*-3..--*.')5'1)--F)-4+-.)7::')(8.'3&*9)--(-.-00'+1-*).6-.+<=-)(&*-'5)--1&(.))-0> -(('6-E&*6&.&.3))*.,&-03&))-5+((.-)'55&(-.'*12,',-)&-. .,-&5&((2&0-*)&5&-0.:J
63'+(0.+99-.))))--4+-.)<2/--55(&*9)'--&/-',2&5)--.-*00-.&.)(-))-5'1'0-*5666>*29--1-*)<-)3--*)-'3*-*0)-*.-/&-.&*-90)')-&'*))*0(-*+,'5)-,',-)23'+(0<-&/&(&**)+-*0*')'*-/-*2)&'*5'16
#;#
" &16-E&* 1&(--&/-0#-*) B
C0'*-1&(5'1)-'3*- /-B-* )''*.+()&*9:(**&*9*9-:6''1-26--1&(0/&.-.6''1-2'5)-'3*-C.&*)-*))'<-9&*-,)&*91)-&()&. -,-()-('.-0 (
&9-7
;861&(./-0)'.-5&(-6
#
#
" &16-E&* -&*.,-)&'* B%!
B&-(0&*/-.)&9)&'*'*0+)-03&)6:5(E9556')&'*-1&*.+**9-05'1,-/&'+.&*/-.)&9)&'*. 3&)(&))(-)'*'*9-&*)-'1,'.&)&'*'51)-&('1'+*)6..,-0)'+9'+))- ,',-)26:')'.)A-**0./-0)'.-5&(-6
#
#
" &16-E&* :'*-(( ::H
--&/-0,'*-((5'1,',-)2'3*- /-B-*66B-*-4+-.)-0*+,0)-'*)-.-*0&50-05'1:(**&*960/&.-06B-*0*')66B-*.))-0-..-*)
-1&(.)',(**&*93&)'+)-.,'*.-66B-*-4+-.)-0)-*1-'5)-&-)''560/&.-06B-*)-0&-)'&.A 0(366B-*&*0&)-0&5-0'-.*')-5'1:(**&*9 -3&((1'/-5'303&)1-*0&*9)-.'&('*&.')-,',-)&-.&*(&9-66B-*&.3-,-1&).--4+&-0,&')'-.)<(&.&*9*2+.-'*,',-)26 "#
#
" &16-E&* :'*-(( ::H
--&/-0,'*-((5'1,',-)2'3*- /-B-*6'0&*9)'6B-*-0*')-1--)&*93&)+.*C)*0-*0:+(''1-266B-*.))-0)-20&0*')9&/-&1*200&)&'*( 0&-)&'**0'*(204+-.)&'*.5'&166B-*&.9-))&*95+.))-03&)1--)&*9.*')(-0&*9)'*2-.'(+)&'*66B-*1-)3&)&+&+. 3&))-))- )-'0(.)B&02
)
$
'3-/-.-'+(0*')&*.,-)'.--)-.'&( .&)0*')<--*'3-06'0&*9)'.6+&+. &)&..+,,'.-0)'<-'3-0-/-2
1'*).60/&.-00&0*')/-*2+,0)-.'*)-.- '3-/-12(.)'*))3&)1*9-1-*)3.)))&.1)-&(3'+(0<-)-)-0.3.)-0&.,'.(66B-*.))-0*0K-*'+*)&-.((5'(('3.))-(3*0-(('3&*9)-0+1,&*9'5 <&'0&9-.))-&*)-&'+*)&-.60/&.-0'+(0*')'11-*)'*')-'+*)&-.6)'(06B-*'*-0-)-1&*)&'*&.10- 3'+(0(-)&1A*'36 "#
#
" &1')26:5(E955 -&*.,-)&'* B%!
B&-(0&*/-.)&9)&'*'*0+)-06''*))10-.,',-)2&./*)6:')'9,.)A-*5'1)-,+<(&&9)'5326'<.-/-0,',-)2-1&*.&*)-.1-'*0&)&'*.,-/&'+.&*.,-)&'*3&)((,-(. '/--0&*'1,'.)))&.-1<-00-03&)-F)-*.&/-=+*A*0).)'+9'+)((,-(. 3&)(9-1'+*0.'5'1,'.).+'+*0&*9,',-)2 (.'-1<-00-03&)-F)-*.&/-=+*A*0).6'<.-/-0 .-/-(G'.+--./-5((-*'/-*00&-0.&*-(.)&*/-.)&9)&'**0.-/-(1'-,,--02)''((,.-6:')'9,.+,('0-066:5(E955
##
)(&-6=. '1,(&*)--&/-0 '1,(&**)'*))
'1,(&**)))-.>'*-*&*9)-&((-9(0+1,&*9'5?9--*3.)-@&*)-(&9--6..))-0<-('3 ?<-(&-/-)-)&/-9--*3.)-.)'A,&(&*9)&/&)2))'<.-/-0'*-,)-1<-
)''A
1+()&,(-,')'9,.'5)-9--*3.)-))3..,-0'/-)&."-,',-)27.--))-0,')'.8'*B-<+2
6)&.12+*0-.)*0&*9))(&5'*&C.9--*3.)-(3 -*)-&((
.5-0.'1-((-*9-..&*-&).&1,(-1-*))&'*&*
6-,&12((-*9-&.))&)&-.0'*D)/-)-5&(&)&-.)'0&.,'.-'5)--2(-09--*3.)-6*00&)&'* )-9--*3.)-&.'*)1&*)-03&),(.)&.*0')-0-<&.))1A-&)+*.+&)<(-5'9&+()+-+.-6-)3'))-0,')'..'3)-9--*3.)-'*)&."-.&)-&.(&))--03&),(.)&.*0')-).6&.&.,'<<(232&)3. &((-9((20+1,-0'*)&.,',-)26*-,)-1<-
'<.-/-0.-/-(')-)&/-&((-9(9--*3.)-0+1,.&)-.)'+9'+))-(&9--6<-(&-/-)-2-.&9*&5&*)-*/&'*1-*)( E06B&.) )-2/-<0'0'(&A-'))&*99<9-6-"-.&)-0&.+..-0<'/-.)&((.*'55-*.&/-.1-((6-'*0 )-2)))+*0-0.'5'3.7.--<'/-,')'
8))5--0'*)-9--*
3.)-6(&9-..&9*&5&*),',+()&'*'5B-0-((2,')-)-.-)')'&.-6'3.,-2'*=+/-*&(--.-)')'&.-6&0 )-9--*3.)-12'*)&*E0'+.3.)-))3&(((-&*)')-+*0-9'+*03)-.+,,(26>
#
#
&1')26:5(E955 *&)&(*.,-)&'* B%! :9-
'5
B&-(0&*/-.)&9)&'*'*0+)-06'*))10-3&)1+()&,(-&*0&/&0+(.*0<+.&*-..-.6:')'9,.)A-*5'1,+<(&&9)'532*0/*)(*06'<.-/-0)-5'(('3&*9'*,',-)2$---)-- '**-)&*9,-(.+*0-.1-'3*-.&,7
8'*.&.)&*9'5)')('5"-.6-,',-)2&.'/--0&*'1,'.)1)-&())&.5&((-0*0&1<-00-03&)*-F)-*.&/- 1'+*)'5=+*A*0).*0(9-1'+*).'5,(.)&1)-&(6-,',-)2'*)&*.*-F)-*.&/-5'+('0'*0&.'/--0&*<+9. &*.-). *05(&-. &*(+0&*91+()&,(-<&0.5--0&*9'*3.)-6--&.(.' G'.+--))3.--*)(2A*'A-00'3**01'/-0)')-3-.)-*,')&'*'5,-(
6--*)&-,',-)2&..+'+*0-0&*1'+*0.'5'1,'.)*0).,,'F&1)-(2)' 5--)&96
&(-))-,',-)2'<.-/-01+()&,(-)+A.0+1,&*9.'(&03.)-,&A-0+,5'11-&*9*&.&*%&)'/&((-*01+()&,(-)+A.0+1,&*9(&4+&03.)-,&A-0+,5'19*&.*-92'(+)&'*.&** -*0&*'6
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
5'E'*&*9-)&5&)&'*5'&*0+.)&(-1,
,'0+)&'*'1,(-)-0'*
#
#
6I'*&*9&.-.'+-'*.-/)&'*6*0+.-'0-&./*)(*06.-<-&*9-5--0)'1*9-1-*)5'5+)-)&'*6:')'9,.+,('0-066:5(E955
#
#
&1')26:5(E955 1&(--&/-0#-*) (:: '1,(&*).+<1&))-0)'(&5'*&*/&'*1-*)(:')-)&'*9-*2 )A&*9J: 61&(+,('0-0)'.-.'*5&0-*)&(6:5(E955
#
#
&1')26:5(E955 ')&- : B
:+<(& -()3&((<--&*9'+))'1-&*9*&. 3&&.'*-'5)-&,-1&))-0.&)-.)''<)&*)-.)&*9-'0.*0'+)<'+*01)-&(-'0.6:+<(& -()3&((<-&..+&*9/&'()&'*5'9*&*-92 '(+)&'*.5'.-((&*9+*)-.)-00&9-.))-1)-&(.'+)6'*5&0-*)&(-1&()-0+,('0-0)'.-66:5(E955
#
#
&1')26:5(E955 .--/&-3 %:%
*0-/-(',1-*)-/&-3$-.'&(&.*')<-&*91'/-03&3'+(0-4+&-,-1&)&50'&*9.'6-1)-&(5((.+*0-)--F-1,)&'*5'9&+()+-3&*<-(&1-0&).,+,'.-&.6-*'*'9*& 1)-&(&.'*.&0--0,+<(&*+&.*-6-'3*-.'+(000-..3&*0<('3*0-<&.)'+93&)).#.&()5-*&*96:+<(&3'A12-4+&-,-1&)5'1'+*)'5)+A&*9)&/&)26'*5&0-*)&(-1&()-0+,('0-0)'.-66:5(E955
#
#
&1')26:5(E955 :'*-(( ::H
:
--&/-0,'*-((5'1,',-)2'3*-6:.))-.-.<--*/&*9'1,*&-.0+1,'*&.,',-)2.&*- #
6:.))-0-.(<-.+().5'1<'))-.'(&0*0(&4+&03.)-'1,*&-.*0<-(&-/-.-0'-.*')*--0,-1&)5')-0+1,&*9',-)&'*)-,',-)26:01&))-0)'0&/-A*'A&*90'3*)3'G'.+)--.'*)-,',-)2*0:.))-0-3'+(0/-)-1-,(*)-0'0-(3&) *2'*.-4+-*-.-()-0)'))6:.))-0-3'+(0-1&()-(<-.+().*0(-9(,,-3'A5')-&(-9(,'.&)&'*'*)-0+1,&*9)'1-6&*5'1-0:)-.-.<--*-5--0)'.-*&'1*9-1-*)5'5+)--/&-366:5(E955
#
#
&1')26:5(E955 1&(--&/-0#-*) ::H
%
--&/-0-1&(5'1,',-)2'3*-3&)0'+1-*).'5'3*-.&,5'-3 -.))'61&(*00'+1-*).+,('0-0)'.-66:5(E955
#
#
&1')26:5(E955 -5-( B
G %:
'1,(&*).-*)3&),&)+-.)'(&5'*&-,)1-*)'5B&.*0 &(0(&5--90&*9)--1'/('5G'.+)--.*0)-0+1,&*9'53.)-1)-&('**0'+*0G'.+--.6
#
#
&1')26:5(E955 1&(--&/-0#-*) : 1&(--&/-05'1'1,(&**)*0+,('0-0)'.-.'*5&0-*)&(66:5(E955
#
"#
&1')26:5(E955 1&(--&/-0#-*) ::H
1&(--&/-05'1:3&)))-0.'&(-,')6'+1-*).+,('0-0)'.-6'&(-,')5'30-0)'1K&*93&):+<(& -()*0-9*1.(*0-(-2(-5'-/&-366:5(E955
#
#
&1')26:5(E955 1&(--&/-0#-*) %B:
1&(--&/-05'16K&*9)-,)1-*)'5:+<(& -()'*)&*&*9.'&(-,'). )'**9- *0'*))61&(.))-.$> ---&/-0-'0.5'11-&*9*&.785')-&'+)<'+*0(*0,,(&)&'*1+(,'0+)*0)-&9--1-*)3&)-3 -.))'6/-))-0)--'0.6-0&.)&)&*.,-)'&. +-*)(2-/&-3&*9)--'0.&*9-)-0-)&(6,'*&*&)&(-/&-33-*)--'0.&/-0 )-1)-&(3.3&)&*)-(*0,,(&)&'*9+&0-(&*-.5',)'9-*.7.(1'*-((*0-'(&8 1F&1+11-)( '*-*))&'*. *0,2.&('*)1&**).6B'1G*+2)'+9 ..'(0,,'F&1)-(2
)'*.'5?*0,,(&)&'*+(@)'-3
-.))'6-00-..'*)-9--1-*)(&.).)-,',-)2-('.-0&*(&9-64+&A .-.'3.)))-:5')-,-())&.00-..&.
;6>'+1-*).+,('0-0)'.-66:5(E955
#
#
&1')26:5(E955 1&(--&/-0#-*) %B 1&(--&/-05'1*/&'*1-*)( -()-/&-..'3&*9.-J
.<--*',-*-0*0..&9*-0)'**/&'*1-*)( -()-/&-.&*.,-)'66:5(E955 :9-
'5
#
#
&1')26:5(E955 1&(--&/-0#-*) :! 1&(--&/-05'16&*9.'3&*9:(**&*90-)-1&*)&'*5')&.,-(.<-&*9&*E'*&*9 3&(('3.5''1,'.)&*9',-)&'*.3&):,,'/(6:-*)&)(-1-*)(*0+.-,-1&),,'/-0<2 )-:(**&*9'11&..&'*&.-4+&-0)'--&/-.+1)-&(61&()-0+,('0-0)'.-66:5(E955
#
#
&1')26:5(E955 .--.-
B:::
B:&*.,-)&'*-,').--&/-05'1 *0+,('0-0)'.-66:5(E955
#
#
&1')26:5(E955 1&(--&/-0#-*)
1&()-0-90&*9-3
-.))'-&*9'+))'')-3.)-3)-',-)'.)'--&/-,'-..-0.(+09-*0.'(&0.'*)-&,',-)261&(+,('0-0)'.-.'*5&0-*)&(66:5(E955
#
#
&1')26:5(E955 '1,(&*)--&/-0 :
--&/-0((5'1'1,(&**)
)).))-0)-*.-/&-.*0'3*-2(&*9'*)&*+-)'0+1,)'+.*0.'5)'*.'53.)-'*,',-)26'1,(&**).))-.3.)-&.5+(('5). ,(.)&. *03.)-&)-1..+.0&,-.*05-1&*&*-,'0+).6'1,(&**).))-.)--&.5'+('0''5'))-*-99.6'1,(&**).))-.)--&.*'3'11+*&)2'9*&E)&'*&*/'(/-0&*)&.1))-*0)))-2-))-*0&*9 '0'5+,-/&.'1--)&*9.&*66 K-* *0*-*0&*''+*)2*0/-5&(-0'1,(&*).3&)'+*)2 ))- *0B-0-(9-*&-.6'1,(&**).))-0)).'5(.)3--A)-2/-&-0)3'(9-(35&1.)'<-9&*00-..&*9)-&..+-'5&((-9(0+1,&*9'5'1,'.)-09--*3.)-1)-&(&*-90)'-*)-&((
6'1,(&**)&.5+.))-0<-+.- <-(&-/-.(&))(-)&'*&.<-&*90'*-<2)- /&'+.9-*&-.<-+.-'5
*0)-1))-&.*')--&/&*9)-.-&'+.))-*)&'*&)0-.-/-.6'1,(&**)<-(&-/-..-&'+.-*/&'*1-*)(019-&.<-&*90'*-)'3&(0(&5- ,(*). *03)-6'1,(&**),'/&0-0'*))&*5'1)&'*5'',-*.-3&)B-0-(:6-F,(&*-03'+(0*')- '*-*.*0'*))&*5'6*0))3-/-*',-*.-3'A&*9)'+9)--*5'-1-*),'-..66:5(E955
#
#
&1')26:5(E955 1&(--&/-0#-*) :
%
--&/-0-1&(5'1'1,(&**)
*0+,('0-0)'.-66:5(E955
#
#
!+&((-1'6'(-. :'*-(( : $
,'*-0'1,(&**)J
)','/&0-*+,0)-'*)&..-..--4+-.)-0-(&-3-* ((-0)'.,-A3&)+,-/&.'6((3-*))'/'&-1&(6(-5)120&-)(&*-*0.A-0)) ((.1-<A .'))'+(0..&.) 6
"#
#
&16-E&* :'*-(( :
((-0'1,(&**)
-5--*-00&)&'*(/&'()&'*.*0(')&'*.&*(&9-5'1/&0-'&*-1&(6-'1,(&**)-&)-)-01+'53)3..))-0)'6:5(E9556-'1,(&**)3*)-0)'.)-..)&.&.(9-',-)&'* '+&*9'/-1+()&,(-'+*)&-.6-'1,(&**)0/&.-0 )&*A.)-&'+(0<-&*)-9-*2'',-)&'*'*)-.-60/&.-0'+(0*')9&/-.,-&5&.'*3)-*5'-1-*)&.)A&*9,(- '3-/-3--,+.+&*9-*5'-1-*)'*)-.-*0&)3&((-1&*',-*+*)&('1,(&*-&.&-/-06.A-0)-'1,(&**)5')-(')&'*'5)-)..&)-&*(&9-6-'1,(&**).))-0&)3.*-0'<-'+*)&* <+) 0&0*')A*'3&5&)3.'+*)2'6-'1,(&**)&..-*0&*91-)-!:''0&*)-.*05'30&*91-00&)&'*(&*5'1)&'*/&-1&(6 "#
#
&16-E&* -))-#'-.,'*0-*- B%
B%-9+(
"#
#
&16-E&* -))-#'-.,'*0-*- B%
B%-9+(
"#
#
&16-E&* &(&*9-*)#-)+*-0'+1 %!
%.)'.&F/-*0'.0+1,&*99--**0(&4+&03.)-'*)-,',-)2,(-0&*'+)9'&*95&.)(..1&(6 "#
#
&16-E&* :'*-(( :
((-0'1,(&**)
&*-5--*-)'&*/-.)&9)&'*'*0+)-0)'02 <+))--3.*'*.3-6%0/&.&*93-'*5&1-0)---*'')-0+1,.&)-.&*'+*)25'1(&9-06)'0'31'+*)&* '0 ('*90'<-)607*0.-/-('0.)')--.)8 3-.))''+*)2(&*-060/&.-0)-)--.&.)-.0+1,.&)-5'1)-H'++<-/&0-'*0-1&(. .-*)1-&.'+*)26 "#
#
&1')26:5(E955 -&*.,-)&'* B%!
B&-(0&*/-.)&9)&'*'*0+)-03&)6-E&*6'*))10-3&).-/-(&*0&/&0+(.6:')'9,.)A-*5'1,+<(&&9)'532*0'*/*)(*06,'*&/&*9)(')&'* 10-'*))3&)*0+() 1(-*00+()5-1(-'((-)&*9).5'1)-.&)-*0,(&*9&*).<9.6*0&/&0+(..))-0)-23--&-0<2)-.'*'5)-,',-)2'3*-)''((-)).5'1)- 0='&*&*9,-(.(')-0))&..&)-6
*0&/&0+(..))-0)-20<--*(-*&*9).<2*05',,'F&1)-(2 3--A.6.,'A-3&))-.'*'5)-,',-)2'3*-<2,'*-3'.))-0-0&0&*5)&-)-&*0&/&0+(.'*<-(5'5&.00)' <-9&*(-*&*9).5'1)-.&)-6-
.&)-.'*)&*+-)'<-5+(('5*-F,*.&/-1'+*)'5).*00-<&. 1&*(2'*.&.)&*9'5,(.)&1)-&(. 3&'/-)--*)&--6-/*)0-.-)(*0*0,-(.)')-.'+)*0-.)'5)-.-,-(.-*'3<-&*9'/--0&*).*00-<&.))&.<('3&*9'+)'5)-.&)-*0'/-&*9(()-.+'+*0&*9/-9-))&'**0(*06 &(-))-,',-)23-'<.-/-0(&4+&00+1,)+A5'1*0+.)&(%++1-/&-.&/-))-,',-)2*00+1,(&4+&03.)-'..(( ,-(.'5)-.&)-6'<)&*-03'A'0-5'1)-0&/-.'3&*9)-1)-&(&.<-&*9+(-0 &*5'19*&*-92'(+)&'*.&**-*0&*'6&.,)&+()+A0+1,-0" 9(('*.'5(&4+&03.)-3&(-3.,-.-*)6/&0-*-))&..&)-.'3.)).'(&0*0(&4+&03.)-&.'*)&*+'+.(2*0 )&/-(2<-&*90+1,-0'..(()--,-(.))&..&)-6+()&,(-'1,'.)0+1,&*9)+A.3--*')-0&*)--0+&*9&*/-.)&9)&'*6:')'9,.+,('0-066:5(E955 "#
#
&16-E&* :'*-((
:9-
'5
-,',-)2'3*-((-0*0%5':5(E955-5--*-)-&*/-.)&9)&'*)'026-)+*-0)-'3*-C.((60/&.-0)-'3*-'5)-%*0)-)3'/&'()&'*.'*)-*')&-6)'(0)-,',-)2 '3*--3&((*--0)')A-0&-)&'*5'1)-% <+)-*--0.)''*)),(**&*9)''<)&*,-1&)5')-0+1,&*9'59--**0(&4+&03.)-6-'3*-.))-0)-'*)*00-..&.*'))-<-.)00-.. 5'&1 *0,'/&0-01-3&)&.'-)1&(&*900-..6)'(0)-'3*-3'+(0.-*0',2'5)-%)'&16'0&*9)')-'3*- -0'*))3&))-*.6)-*.)'(0&1,-1&)3.*')*--0-05')-0+1,&*9'51)-&( .)-2/-)-&1)-&()-.)-06-'3*-.))-01'*)(2)-.)&*9-.+().3--)'<-,'/&0-0)'&1 '0&*9)')-'*)) '3-/- )-*..5((-*<-&*0*0- .*')--&/-0-.+()..&*-+9+.)6-'3*-.))-0)-*..'*/-2'<-())-1)-&(&.+*'* 3--)-).&.,&A-0'+) <+))-1)-&(0+1,-0)&.,',-)2.A&,,-0)-'*/-2'6 0/&.-0)-'3*-'+(0*')9&/-(-9(0/&.- *0*2<-'5'*))3'+(0<-&/&(1))-6-'3*-01&))-0)-0+1,&*9.9'))-*'+)'5*0*0-)-0<('3*0-<&.&*)--6-'3*- .))-0*'*-'5)-*'*'9*&1)-&(&*)-9--*3.)-&..+,,'.-0)'<-9-)-)* >6-'3*--(&E-.)&.&.*'))-.-*0)---,(.)&<9. <'))(-. '*-)- 0&,-. *0')-1)-&(&*)-9--*3.)-6-'3*-.))-0-*--0.&*'1-0+&*9)-,-1&))&*9,'-..3&):(**&*9 .'1+.)'*)&*+-)'-,))-(&4+&03.)-6)'(0)-'3*-*'*(20/&.-&1'53))-'0-.))-. ))((,-1&).*0,,'/(.0)'<-'<)&*-0,&')'+.-<-&*9-.)<(&.-0 1-*&*9*200&)&'*(0+1,&*93'+(0<-/&'()&'*6-'3*-.))-0-.)&((&*)-*0.)'-.)<(&.*(5(551 5'*'*+1*'*.+1,)&'*6)'(0)-'3*-)''*)):(**&*9*0.,-A)')-1<'+))-+-*)+.- &*)-*0-0+.- *0,-1&))&*9-4+&-1-*).6-'3*-)-*<'+9)+,*')-0+1,.&)- 5&((-03&)'*.)+)&'*0-<&. 3-.)'5&.,',-)260/&.-03.'+)&*(&9-)'02*00&0*')(')-*200&)&'*(0+1,.&)-.6-'3*-.))-0-+9).+<=-).-<-(&-/-.-5'1)-(9-.&)-&* '+*)2 <&*9&*9).)')-1'+*)&*.&*)--*0.)+55&*9)-).&*)--/&-.6-'3*-.&0)-(9-1'+*).'50-<&.-1&F-0&*3&))-0&))'1A-&)(''A(&A-)-*)+(.+'+*0&*9.6- '3*-.))-0-0,')'.'5)-(&-*.-,()-.'5)-0+1,-. '3-/-0.5-)2'*-*. .'0&0*')5'(('3)-1&*)')-0+1,.&)-6)'(0)-'3*-3'+(0<-&*)--.)-0&*.--&*9)-,')'.*0&5-'+(0.-*0,,'F&1)-''0&*)-.'5)-,',-)2 )'.-*0)-1)'1-6-'3*-.)-..-0-+*0-.)''0 A*'3.'3)'3'A3&),(**&*90-,)1-*). *0&*)-*0.)''1,(26 "#;#
&16-E&* :'*-(( ::H
--&/-0((<A-4+-.)5'1,',-)2'3*-3'04+-.)&'*.'*)-.-6((-0)-'3*-<A6-'3*-3.5&((&*9'+))-:-,5'&.,',-)2&*I: *0)-.2.)-13&((*')-F-,) ,-(3&)'+)*00-..60/&.-0)-'3*-)''*)):(**&*9<'+))-,,(&)&'**0.,-A3&))-*&&*3'*-(,&1.+<1&))-,,(&)&'*6-'3*-&.3'&-0<'+)/&*9)',+((*00-.. 9&/-+,'00-0&)&'* +*+)&(&)&-. -)666.))3'+(0)A-)&1-*01'*-26-'3*-&.3'&-0<'+)9-))&*90'*-&*)-
02.6)'(0)-'3*-.'('*9.00&)&'*(1)-&(&.*')<-&*9 0+1,-0 3-3&(((('3)&1-5')-,-,,'-..)',(2'+)6-'3*-.))-0-*--0-0)''*)&*+---&/&*9)-(&4+&03.)- .-*--0.1'*-25',-1&).'5+)-0-/-(',1-*)'5)-,',-)26)'(0)-'3*-*'*(20/&.-&13)&.'*)-%*000&)&'*(1)-&(**')<-<'+9))')-,',-)26-'3*-+*0-.)''0*03&(('*)):(**&*96 "#
"#
&16-E&* -&*.,-)&'* G%!7 8
G'&*)&*.,-)&'*'*0+)-03&) !6-&.&*9-6((,',-)&-.*00=-*),',-)&-.&*.,-)-06:-!6-&.&*9- (')&'*&.*')'*.&.)-*)3&)(<-.+().*'9--*3.)-',-)&'*6!6-&9&*9-9--0 (')&'*&.,&1&(2).0+1,.&)-6--3--*'0-(&/-&-.'500&)&'*(9--*'(&4+&03.)-3&(-3-3--'*.-*-6&9*&5&*)<('3*).*00-<&./-&5&-0'*0=-*),-(.6:')'../-0)'.-5&(-6 "#
#
&1')26:5(E955 .--.-
-300-..&*9'1,(-)-0&*-('*"#
#
*0+,0)-0)'.-66:5(E955
"#
#
&1')26:5(E955 :'*-(( : % -)+*-0,'*-(()')--*&'&-)''5*/&'*1-*)('1,(&*-5')-*.-/&-.6*0&/&0+(3*)-0(&5&)&'*'*%--&/-06-F,(&*-0)-%*0)-&((-9(0+1,&*9))0'+-0'* )-,',-)26-F,(&*-05+)-0+1,&*9'*)-,',-)23'+(0<-.+<=-))''*)&*+-0-*5'-1-*))&'* &*(+0&*9,')-*)&(&))&'*&..+*-6*0&/&0+(.))-0)-*.-/&-..-.-0((0+1,&*9',-)&'*.))-,',-)2.'5 #
#
6*0&/&0+(.))-0,',-)2'3*-.'*)&*+-0)'(()-1.--A&*9)-&<+.&*-..)''*)&*+-0+1,&*9'*)-,',-)2 <+))-2--5+.&*9)'0'<+.&*-..3&)&16 *0&/&0+(.))-0)-23--+*3-,-1&)3.*--0-05'0+1,&*9 .))&*9)),-1&)&.*')*--0-0&*66'+*)26*0&/&0+(01&))-0)))-&)-10&0*')&*4+&-3&)*29-*&-.'*-9+()&'*.5'0+1,&*9&**-*0&*''+*)2'*2,-1&).-4+&-06*0&/&0+(01&))-01)-&(0+1,-0'*.&)-3.'+)'5'1,(&*-3&)-9+()&'*.*0(<-,').*0&)3.*&*)-*(1))-&*/'(/&*91-&* 9*&.6*0&/&0+(.))-0))
.)-*9-1-*)0.'1-'3--&/-0',2'5)-%*0.5&(-0(3.+&)9&*.))-*.-/&-.5'&((-9(0+1,&*96*0&/&0+(.))-0)-&(-9()-1&.*'33'A&*9'*)-.-1))-.*0'3<-.))'-.,'*0)'-/-2)&*96,'/&0-0120&-)*+1<-*0-1&(00-..5'*25+)-'*))'&*5'1)&'*66:5(E955 "#
#
&16-E&* :'*-(( ::H
--&/-0,'*-((5'1)-,',-)2'3*-6-'3*-.))-0---&/-0((5'1,(**&*9.A&*900&)&'*(&*5'1)&'*'*:
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
#
)*69+2-* &(&*9-*)#-)+*-0'+1 --&/-0-)+*-0-9+(&(: "#
#
$--&/-0-)+*-0-9+(&(6%600-0)'.-'.6 #
#
&16-E&* .--.- :
-.-'5-(.'3.:
.<--*3&)03*.,,(&)&'*3.*9-0)':'5-..&'*('*.+())&'*::
"
6B--./-<--*&*/'&-0*0,&06-.&,)&'*'5,','.(&. 5'>:::!
!!BBBB!6B:> >:B!
! B
BBB!6!B L6*0::! IB7L86> #
#
&1')26:5(E955 &(&*9-*)#-)+*-0'+1 :9-
'5
-.-*0-.&.)(-))-.1&(-05&.)(..*0-)&5&-01&()'-3 -.))' )-*.-/&-. 1-&*9*&. 9*&*-92'(+)&'*. *0+.)&(%++1-/&-.* *.,'))&'* *0(1-F*.,'))&'*5'1&(0)-'5#"#
6-))-.*0-)&5&-01&(--&,).+,('0-0)'.-66:5(E955 #
#
&1')26:5(E955 -&*.,-)&'* B%!
B&-(0&*/-.)&9)&'*'*0+)-06'*))10-3&))3'&*0&/&0+(.,&A&*9+,).<2*0*00&/-'5,+1,&*9'1,*2))-1,)&*9)'0+1,(&4+&03.)-6:')'9,.)A-*5'1,+<(&&9)'532*0 /*)(*06*&*&)&(&/(),',-)2)--3.*'<'02),',-)260'/-'+*0)'-'5)-,-(.*0*')-0))--*)0+1,&*9'5(&4+&0*0.'(&03.)-3..)&(()A&*9,(-6'(&03.)-&.<-&*90+1,-0('*9)-&*.&0-*0'+).&0-,-&1-)-'5)-,',-)2*0<-&*9<+((0'E-0&*)')-<-1.+'+*0&*9)-,',-)26&4+&03.)-&.<-&*90+1,-0&*.&0-)-,',-)23&)5-.0+1,&*9))3..)&((3-)*0'*.&.)-*)3&)/&*9<--*0+1,-0))026+()&,(-.&9*.'5(&4+&03.)-/&*9<--*0+1,-03&)&*)-(.)02')3'6--3.*-F)-1-(25'+('0''1&*95'1)-,',-)2*0)-,',-)23.&*5-.)-03&)5(&-.*0<+9.6 &(-))-,',-)2)3'0+()&*0&/&0+(.&/-03'.))-0)-23--)--)',&A+,).<2*06-.-)3'&*0&/&0+(.3--(.''<.-/-00+&*9,-/&'+. &*/-.)&9)&'*,&A&*9+,).<2*065)-)A&*912,')'.*0(-/&*9)-,',-)2'<.-/-0(&4+&03.)-0+1,&*9)+A3&)6:+1,&*93&))-*'*)-<*0 .)-*9-1-*).)&A-'*)-(&4+&03.)-)&(-0&/&*9*')'*(0(&9-06'<.-/-0.)-)+A,..-01-*0'*)&*+-0'*+*)&(&)-/-*)+((2-*)--0'*)')&.,',-)26-0&/-3.<-9&**&*9)'0+1,&.3.)-3-*10- '*))3&)&16 -.))-0-3.)--)'0+1,(&4+&03.)-*0&*5'1-0&1)&.3.*&((-9(0+1,&*9.&)- *0*20+1,&*93'+(0<-.+<=-))'&))&'*6.A-05'*03'A'0-,,-3'A)'&0-*)&523--)-1)-&(3.'1&*95'1 *0)-0&/-<-1-'*5'*))&'*(*0-5+.-0)','/&0-*2&*5'1)&'*'6(-(2&0-*)&5&-012.-(5*0,'/&0-012<+.&*-..06-0&/-(&1-0 0*'+)'&)2 .&)3.,&/)-,',-)2 *0)--3.*')&*9'+(00'65)--F,(&*&*9)&.3./*)(*0*0*',-*5&-(0*0))0(-9(+)'&)2)'<-)-- )-0&/-'*)&*+-0)'1A-'*5'*))&'*(-1A.)'30.1-(&1&*9-3.*')9'&*9)','/&0-1-3&)*2&*5'1)&'**0)--3.*')&*9'+(00')'&1'&.'1,*26-F,(&*-0-3'+(0<---&/&*9*')&5&)&'*<21&( &*-90)')-&*)-*))'&((-9((20+1,3.)-'*)-,',-)2*0)-*(-5))-,',-)26-0&/-(.'(-5))-,',-)23&)'+)0+1,&*9)-(&4+&03.)-6'<.-/-0.)-0&/-'*)&*+-0.'+)'*(0( &9-0<-5'--0&*9-.)'*(&9-06'*)&*+-03&)12')-&*/-.)&9)&'*.5')-02*0)'30.)--*0'512.&5)*0-)+*&*9)')-'55&-'<.-/-0)-.1-)+A,A-0'*)-.)--)&* *',A&*9E'*-'*)-3-.).&0-'5--,--A0=+.)*')'5:-(*06&.3.,,'F6
#
'+.5)-(-/&*9)&.&((-9(0+1,&*9,',-)26'*.+())&'*)'<-10-3&)1*9-1-*)*0'+*)2 '+*.-(5'-*5'-1-*))&'*6:')'9,.+,('0-066:5(E955 #"#
&1')26:5(E955 :'*-(( %%% %-*0'((-0.))&*9)-2-*'('*9-0+1,&*9'*)&.,',-)26*0+.)&(%++1-/&-.*6 #
#
K-((261&-E +-) ')-.#'11-*). %-4+-.)
%-.-'1,(-)-06*5'1)&'*.-*))' H:BI!BB/&-1&(6:5(E9553.&*5'1-0))3.'*(2<(-)'(')-&*5'1)&'*5')-(&-*.-,()-*0*')5')-%6 #
;#
&16-E&* :'*-(( ::H
--&/-0((<A-4+-.)5'1:',-)23*-6-)+*-0)-'3*-C.((6-'3*-.))-0---&/-0*-1&(5'16(<'*'*"#
#
0/&.&*9&1*'-*)&)(-1-*).3--*--0-05')-+.-
'+&*9'*)-,',-)26)'(0)-'3*-&).'+*0.(&A-))3.&*-5--*-)'3&)-:
')-,,(&)&'*&)3.'*/-)-0)'::
"
60/&.-0)-'3*-)-0-)-1&*)&'*<2
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
#
&1')26:5(E955 ')-.#'11-*). % --&/-0-)+*-0
.)(..1&(00-..-0)'*0+.)&(%++1-/&-.*6'*)&*&*9-.-*0-.&.)(-))-6-)+*-*/-(',-&19-+,('0-0)'.-66:5(E955 #
#
&1')26:5(E955 1&(--&/-0#-*) %
1&(--&/-05'1)-*.-/&-.*0+,('0-0)'.-.'*5&0-*)&(66:5(E955 #
#
&1')26:5(E955 1&(--&/-0#-*) %
1&(--&/-05'1)-*.-/&-.*0+,('0-0)'.-.'*5&0-*)&(66:5(E955 #
;#
&1')26:5(E955 1&(--&/-0#-*) %
1&(--&/-05'1,',-)2'3*-*0+,('0-0)')-.-.'*5&0-*)&(66:5(E955 #
"#
&16-E&* :'*-((
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
#
#
&1')26:5(E955 1&(--&/-0#-*) %
1&()-0--&/-0*0+,('0-0)'.-.'*5&0-*)&(6 :9-
'5
#
#
&1')26:5(E955 1&(--&/-0#-*) %
1&(--&/-05'1 *0+,('0-0)'.-.'*5&0-*)&(6 ;#
#
&16-E&* :'*-(( ::H
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
#
&16-E&* 1&(--&/-0#-*) ::H
1&(3&)..')-0.-,')'..-*))',',-)2'3*-61&(*0,')'../-0)'.-5&(-6 ;#
#
&16-E&* -9( %:
-.)&5&-0)&/&(-,'.&)&'*&*-5--*-)'(3.+&)<-)3--* .)*9-1-*)*0)-*.-/&-.6-,'.&)&'*-(0&*'.*9-(-.63.))-0-,'.&)&'*(')&'*<-)3--*)-'+.'5,,'F&1)-(2 $
*0
$
:6
;#
#
&16-E&* .--.-
(')&'*&..5'(('3.$
;
.45)
;
.45)
" .45))')(
;
.45)*-)'*'5(*0,,(&)&'*1+(&.<-)3--*
6 "*0
6 +<&20.6
;+<&5--)-4+('*-+<&206*5&.)4+)-'5
)'*.'51+(7
"6
)'
"
6
+<&5--)83.0-(&/--0)')-.&)-5'11-&*9*&.6&.3'+(0/-<--*-*'+9)''/-(()--,-(.)'0-,)'5 ,,'F&1)-(2
6 )'
&*-.6-'*))<-)3--*-3
-.))'*01-&*9*&.3..&9*-0;#
#
6&1&(1'*)(2*+1<-.5')-1'*).,&')'5&.)4+)-
3'+(01-*,,'F&1)-(2
;;
6
)'
67
.)4+)-
*0
)4+)-
8+<&5--)'51)-&(3--0+1,-06&.3'+(0'+*)5'<'))-<-1.*0'1,'.).,-0)'+9'+))-,',-)2 &*0&)&*9(( '*-(2(( 1)-&('*.&)-'&9&*)-05'11-&*9*&.6:-(-2(-3-<.&)- *0,,(&)&'*1+(&*5'1)&'*,9- >')&*9&*)-.-.)*00..((<-'*.)+-0.-(&-/&*9*2'3*- ',-)' '0-.&9*--5'1)-'<(&9)&'*'5'<)&*&*9((+)'&E)&'*.*0'1,(2&*93&)((-4+&-1-*).'5')--9+()'29-*&-. &*(+0&*9<+)*')(&1&)-0)' ('(-()-*)&)&-. L. &4+(&)21*9-1-*)0&.)&).'&,'((+)&'*'*)'(.0&.)&). ('((*0+.-+)'&)&-. *05&-+)'&)&-.M
.-)&'*
;
"708N6>(-2(-3-<,9-*0
;
"./-0)'.-5&(-6
;#
"#
&16-E&* 1&(--&/-0#-*) %
-.,'*.--1&(.-*))'%-*0'&*-5--*-)'-1&(..-*)<2&1-4+-.)&*9-.&*0&*9'5%*0(-))-<.-0'5&*.,-)&'*-,')60/&.-0)-%-*0')-%*0(-))-.3--&..+-0<.-0'55C.&*0-,-*0-*)&*/-.)&9)&'*.))-.+<=-),-(. *0/-*')<--*-.&*0-061&(./-0)'.-5&(-6 ;#
#
&16-E&* 1&(--&/-0#-*)
:9-
'5
--&/-0*-1&(5'1 !6-&.&*9-3&)*-3.+,-/&.'&*5'1)&'* &*-.,'*.-)'12-1&(6*--1&(.-'*5&1.)-"# "&*.,-)&'*3.)-5&.))&1-)-3.))-
,',-)&-.6)3.
0+&*9*0&*/-.)&9)&'*&*)''1,(&*)'*)-I/(,',-)2*00&)&'*(0+1,&*9'1,(&*)'*)- ,',-)23.--&/-06
-&.&*9---0'+))'(-2(-*03.,'/&0-0(&*A)')-&>((-9(+1,&*9-.'+-.>3-<.&)-'*-*5'-1-*)5'&((-9(0+1,&*96'0&*9)'(-2(-C.3-<.&)- >'(9'/-*1-*) )-*0.)'/&-3&((-9(0+1,&*9.(&))-#*+&.*-<)-1-*)&..+-)-)*.'(&03.)-&..+-6'(-.,'*.-./29-)(2.))-3&0-&*)-1.'5,,'*0(-/-('5)&/&)26'('0--*5'-1-*) ,(2.(-0'(-&*.'1-'11+*&)&-. 3&(-,+<(&3'A.0-,)1-*)./-,&12-.,'*.&<&(&)2&*')-.6>!6-&.&*9-C.-1&('*)&*-0)3'))1-*).6*-3.,'3-,'&*)3&),')'.3&)0-.&,)&'*'5)-='&*)"# "&*.,-)&'**0'*-3.)-"#
"*.,-)&'*-,')6--,')/-&5&-01)-&(&. >0&)21+(1&F-03&)).>*0'*)&*-0>(9-,&--.'5,(.)&.666,,-*01+(6>--,').)).).'*0=-*),-(.3.)--.+()'5).'*)&.,-(6*.,-)&'*-,').))-.>&. '1,(&*)&.+*0-'*)&*+'+.&*/-.)&9)&'*><2*06(-2(-3-<,9-,&*)'+) *.,-)&'*-,') *0:'3-:'&*)./-0)'.-5&(-6 ;#
#
&16-E&* :'*-(( ::H
--&/-0,'*-((5'1)-,',-)2'3*-6-'3*---&/-012-1&(3&),')'.'5)-,',-)26-'3*-.))-0-&.9'&*9)')2*09-))-*.-/&-.)'-1'/-)-1)-&(6 -&.(.' 9'&*9)'1'/-)-1)-&(&*)'5-3,&(-.(-*+,(--.'5)-,',-)26-'3*-.A-0&5/--05'1:(**&*9 .-.*')--&/-0*2-)+*-0((.5'1)-15)-.-/-())-1,).) '*))6-'3*-.))-0-&.9'&*9)'9-))-1,'2,-1&))'-,)(&4+&01)-&(.-&.+**&*9'+)'51'*-2*05-.-3&((('.-)-,',-)260/&.-0/-*')-0*2)&*9*0)12(.) -A )--3--*'00&)&'*(*')-.&*)-:'5-..&'*('*.+()5&(-6-1&*)&*.-&.,(**&*9'*'<)&*&*9:5')-,',-)26 ;#
#
&16-E&* )- ::
"
!
-)3&)-,-.-*))&/-.5'1:(**&*9 &') *0)-,',-)2'3*- /-B-*-5--*-::
"
*066B-*.,+.-0(9--4+&,1-*)&*(+0&*9(9-'3*0'1<&*-)' A-)'+9)-1)-&(*0.-,)-)-).5'1)-1+(6-).3&((<--1'/-0<2&*0&/&0+(.5'(('3&*9)-'36-'3*-3..A-03)&.&*)-*)&'*.5')-,',-)2-*0.))-0- &*)-*0.)'0-/-(',*(5(5516-'3*-3..A-0'3('*9)-,'-..3&(()A-*0&5-0.'1-'*-(&*-0+,)'-.)<(&.)-516-'3*-01&))-0-0&0*')/-.'1-'*-(&*-0+,*0))0-/-(',1-*)'+(0)A-5-32-.6-'3*-3..A-0&5)--.<--*3)-.)+02*0&5-0*23)-&9).)')-,',-)25'516-'3*-01&))-0-.*')*00'-.*')A*'3<'+).+,,(2&*93)-)')-.&)-6-'3*-.))-0(-*+,3&(()A-
1'*).<+)*'*(2<-0'*-&5-&.(('3-0)'-,)00&)&'*(1)-&(5'1&')7,-..-0.'(&00&9-.))-*0(&4+&00&9-.))-8 .-0'-.*')/-)-1'*-2)','--03&)'+))-00&)&'*(1)-&(6:-K-&)+&((5'1&')-*-3<(-. )-&1)-&(&.*'))->9--*3.)->>3''0&,.>)))-*..+,,(&-0 <+)(&4+&0*0.'&((&A-1)-&(66+&((.))-0&)&.(-)-1)-&()-*.0-(&/--03.*')'-)(2,'-..-0*0.'+(0*')/-(9-,&--.'5). 9(..<'))(-.'(9-,&--.'53''066+&((3..A-0'31+1)-&(3'+(0*--0)'<-<'+9))'.&)-*0'3('*9&)3'+(0)A-66+&((-.,'*0-0-*'+91)-&()''/-)-,',-)2
>0--,*0,,'F&1)-(2"2-.5'<'*.-4+-.))&'*)''+6+&*9)-1--)&*9<'+9)+,&..+-.3&))-&1,)'*)-- &*(+0&*9)-1'+*)'5)+A.))3'+(0<-'*)-'0. 0+.)*0(*0(-&*960/&.-0)-&'+(0<-')-&..+-.3&)
6
6-.-))&/-:(*):')-)&'*60/&.-0)-'3*-3'+(0*--0)''*.+()3&)*0-/-(',1-*) '3-/-,-1&).',,'/(.12<-*--0-0)'(-)-,',-)26(.' <'+9)+,'3)-,',-)2*<-(--0'5)-).&500&)&'*(1)-&(&.,(-0'/-)-+-*)1)-&(6-'3*-.))-0)-00&)&'*(1)-&(3&((<-A0'3*)-'(0-1)-&( -/-(&*9)-).6 -'3-*0'1<&*-3&(((.')&(()-).+,5'-1'/(6:-'*.+()&*9:(**&*9*9-:+(''1-2 )-'3*-&.)'03+,,(*5')-<)-1-*)'5)&.,',-)2*00-/-(',1-*)'5.-,)- ,',-)25'-/&-3*03-3'+(01--)9&*&*,,'F&1)-(2 3--A.6
##
&16-E&* -))-#'-.,'*0-*- :%
!
-/&-3-0)*.&,)'50-,'.&)&'*'/-.-/-(02.6&(-0.&9*-0-)*0,-=+2,9-..)*00*0-)&5&-0,-(*+1<-. "
;
"
;
;
;
7*)) :-(,.:&((&,.8*0
"
;
"
;
;
7:'.A+-'.- :86
#
#
&16-E&* 1&(--&/-0#-*)
--&/-0*-1&(5'17 86--1&('*)&*-01-&*9*&.C)'**9-&*5'1)&'*5')--*)&-(-*9)'5)--3 -.))''*))*01-&*9*&.C(<)-.)-,')6'**9-./-0 )'.-5&(-6*<(-)'./-)-E&,5&(-3&)(<-,').)'.-5&(-0+-)'.&E-6
#
#
&16-E&* 1&(--&/-0#-*)
--&/-0*-1&(5'1)-,',-)2'3*- /-B-*'* #
#
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
"'5
#
#
+<-*6-)' )- #
0&''.)&.-4+-.)&*91'-&*5'1)&'*-90&*9)&..-66!+&023&((<-'*))&*9:)'(()-0&''.)<A6
##
&16-E&* :'*-((
--&/-0*-1&(5'1)-,',-)2'3*- /-B-*6--1&('*)&*-0)-0'5-1&(.<-)3--*--*&'%6:6,-)&'*.'5&')-*-3<(-.79*&*-92'(+)&'*.8 &* +1- *0 +,-/&.&*9*/&'*1-*)( -(),-&(&.)7 8' -.)<+26..''*.--&/-0)--1&( --&/-0,'*-((5'1)-:',-)23*-6'*5&1-03&))-'3*---&/-0)--1&(6- '3*-.))-0-&.5+.))-03&):(**&*9.-.)&-0)''*)))-1 <+)*-/---&/-.((<A6-'3*-.))-0)--1&(&.0/&.&*9:&.-4+&-0)''*)&*+-)--,)&*9'51)-&())-(')&'*6-/&-3-0)--1&(3&(-'*)-,'*-3&))-'3*-*0/-&5&-0&')3.0/&.-0<2 :(**&*93.-4+&&*9:*0,,'/(3'+(0<-*--0-0<26)'(0)-'3*-3.3-:(**&*93.(-*&*9)'30.-4+&&*9*-*)&)(-1-*) .'&5:&.3))-20-)-1&*-0 -3'+(0*--0)''<)&*))'*I:6-'3*-.))-0-<-(&-/-0-(-02.+<1&))-0)--:.6(''A-0+,(()&'*..+<1&))-0<2)-:',-)23*-&*-(*00/&.-0&1'5)-5'+3&)03*:.*0)3')&/-::.6)'(0)-'3*-'+(0*').,-A5':(**&*9 '3-/-:3'+(0<-.-,)-)&'*&*I:6)'(0)-'3*--3'+(0/-)'.+<1&)5')-:*0-.'+(0((:(**&*9'*'*025'*25+)-4+-.)&'*.6-'3*-+*0-.)''0*0)*A-01-5'12)&1-61&( ./-0)'.-5&(-6
##
&16-E&* :'*-(( :
--&/-0,'*-((5'1'1,(&**)
6'1,(&**)
3.((&*9.,',-)2*- &*'+*)23.--&/&*90&)21+(5'11-&*9*&.7)-*.8&*%&)'/&((-6-'1,(&**)3.&*'*))3&)'+&*)-,.) '3-/- '*)) 1K&*9.(-5))-'+*)26'0&*9)')-'1,(&**) )-,',-)2'3*- -*3&**0)-*.3--&..+-0-.--.&.)(-))-.<2'+*)2*0/-*').)',,-00+1,&*90&)21+())-(')&'*6-'1,(&**)3.-&*9'+))''*))'+6-'1,(&**)3&((5'301-',2'5)-(-))-))3.&..+-0 5'1-)','/&0-)' 6
##
&16-E&* :'*-(( %7:8
--&/-0,'*-(('*12,-.'*(-((,'*-5'1G'<9'(&.7%-*0'#:-..8669'(&..A-0&5'+(0.,-A)'&1<'+)0+1,&*9&*)-0-.-))','/&0-><A9'+*06>0/&.-0*2 '11+*&)&'*0)'<-*0(-0<2'+*)2,+<(&55&. *0'+(0*')'11-*)'*)-.-','/&0-*2&*5'1)&'*669'(&.+*0-.)''06)-*--&/-0)-F)1-..9-'*12,-.'*(-((3&)69'(&.3&)&.&*5'1)&'*&5*9-121&*060&0*')-.,'*0)')-)-F)6
#
#
&A-(6K+51* :'*-(( :
:((-0)'.,-A3&)6-E&*<'+)&.,',-)&-.6((<A-4+-.).-*)
#
#
&16-E&* :'*-(( :
--&/-0.-'*0,'*-(('*12,-.'*(-((,'*-5'1G'<9'(&. &-*--,')-*0:'0.)-5'1&.)6'1669'(&.9&*.A-0&5'+(0.,-A3&)&1&*-5--*-)').*0 1)-&()*.,')-05'1*00+1,-0&*(&9-6)'(069'(&.'+(0*').,-A)'&1&*-5--*-)'*2'0-.-.*0-3'+(0/-)''*)))-:C.'55&-6-5--069'(&.)')- :C.3-<.&)-5''*))&*5'1)&'*61&(.-*))''0-&-56+*-E-5--*-)-((6
#
#
6 1&()'* :'*-(( :
:((-0-4+-.)&*9)'.,-A3&)6-E&*3'3.325'1&.0-.A6((<A-4+-.).-*)/&-1&(6
#
#
&16-E&* :'*-(( ::H
-)+*-0(()')-,',-)2'3*- /-B-*66B-*.))-0-.'*))-0*03&(('*))3&)'.&'&'.5'1G+.)&-<* .)--2(-.6G+.)&-
..-1&3&)9&*0-#.')-))
3&((.-,)-)-(*0,,(&)&'*1+(5'1)-).6'0&*9)'6B-* 6&'..))-0)-(')&'*3.).0+1,'*.&.)&*9'5(*0,,(&)&'*1+(*0+<.&0-1)-&(66B-*.))-0-&. /&*9*-.)&1)-*00-.&,)&'*'5<)-1-*)03*+,*0.1--)&*93&)>!-'9->5'1)-*.)',-.-*))--.)&1)-66B-*',-.)-*.3&((,25')-(-*+,66B-*.))-0-3. )'(0)-1)-&('*&.,',-)23&((&*)-+,))-3)-)<(-*001&))-0)'--&/&*9
)+A('0.'
"
;
)'*.'51)-&(60/&.-06B-**2,21-*)5'<)-1-*)&.&/&(<-)3--*&1*0 )-*.66B-*3'*0--0&53-&)-0&1 ))3'+(01'/-)-.-,.)&/&(60/&.-0*'&))&'*./-<--*&..+-0*03--3&)&*9'*0-)-1&*)&'*5'1:(**&*9 <.-0'*))0-)-1&*)&'* 3-'+(0)A-.-/-(-*5'-1-*))&'*.$01&*&)-. &*5)&'* 1&.0-1-*'-)66B-*.))-0-&*)-*0.)''1,(2*00'3)&..A-0 <+)&5-&.&)-0 ))&.'A2.&)12-(,&.+.-3&) )-*.66B-*.))-0&)3&(()A-G+.)&-
,,'F&1)-(21'*).)'(-)-,',-)260/&.-0'*--<A5'1:(**&*9 3'+(0(-)&1A*'3*01'/-)-.-5'305'1)--6
#
#
&A-(6K+51* :'*-(( :
:((-0)'.,-A3&)6-E&*6((3.)*.5--06
#
"#
&16-E&* :'*-(( ::H
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
#
#
0&*69+&(-:'*- :'*-(( ::H
:((-0&*-4+-.)&*9)'.,-A3&)6-E&* 0/&.-0&1))-3&((*')<-&*+*)&()- ")6 -+*0-.)''0*0.))-0-3&((((<A6
:9-
'5
#
#
&16-E&* 1&(--&/-0#-*)
--&/-0*-1&()-05'1)-,',-)2'3*- -.-*))'A-(&**)-,&.-.7)-*.-/&-.8-4+-.)&*9(-*+,'5,',-)26-0./-0)'.-5&(-6
#
#
&16-E&* :'*-(( ::H
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
,-1&)*0O" 3-((5')-,',-)260/&.-0&5))&.)-0-)-1&*)&'*5'1 :(**&*9 0*''*)'('/-&)66B-*.A-0&5&.,',-)23.)-'*(2,',-)23->.+)0'3* >*0&53--1A&*9*-F1,(-'5&160/&.-06B-*)''A&..+-3&))-)-1>.+)0'3* >*0))3-0'*')1A--F1,(-.'5,-',(-6.))-03-)-).&1&(.-.'*.&.)-*)(266B-*.A-0&53-/-.-*).&1&((-))-.)'')-,',-)&-. .1*2*-&1-.)&((-,)&*91)-&(6)'(06B-*3-/-.-/-( .-.)'+9'+))-'+*)2 <+)3.*')3&((&*9)'9''/-)--*5'-1-*))&'*'*)'.-,',-)&-.60/&.-06B-*)-1)-&()&.(')&'*&.0&..&1&()')-1)-&()')-(')&'*. <+)9&* 3-)-).-..'*.&.)-*)(2.,'..&<(-6
#
#
" &16-E&* :'*-(( ::H
--&/-0,'*-((5'1)-,',-)2'3*- /-B-*66B-*.))-0-.*')-05'1:(**&*9&*,,'F&1)-(2 1'*). &*.,&)-'5.-*0&*9.-/-(-1&(. *0*-/---&/-0)- +*-0)-0',&-.'5)-(-))-.)')-*.-/&-.60/&.-06B-*3'+(0-A'*)-(-))-)'5&*0'+)3),,-*-0 *0/-&).-*))'&166B-*.))-0-*--0-0)-(-))-.)--&.
1'*).))+)-'5(&1&))&'*.&*&.'*))3&))-*.5'-1'/('5*2).'1)-&(<'+9))')-,',-)260/&.-06B-*&5-0&0*')--&/-)-(-))-.<2*-F)+-.02 )'((1-6)'(06B-*)'1-'**2-1&(.-.-*0.)':(**&*9)'A--,&*)-('',66B-*.))-0-3'+(061&(.-*))'6:--E-5--*--(-.-'5(-))-6
#
#
" &16-E&* 1&(--&/-0#-*)
--&/-0-1&(5'16:--E'*5&1&*9)-3.-(-.-0)'6B-*)'+9)--F)-4+-.),')('*
#
"#
:J
"
3&))')('5
))1-*).6
#
#
" &16-E&* :'*-(( ::H
((-0,',-)2'3*-/-B-*60/&.-06B-*'*5&1-0)-3.,)'5)-
))1-*)-(-.-'5&*5'1)&'*&*(+0-0&*:J
"
5'1
#
"#
66B-*.))-0-3'+(0
-A)--(-.-'*)-,,9&*)'5&*0&)6
##
" &<-(6+* :'*-(( ::H
--&/-0((5'1:-4+-.)&*9)'.,-A3&)+,-/&.'6-E&*6--0'+))'6-E&*/&-1.(()*.5--00&-)(26
##
" &16-E&* :'*-(( ::H
--&/-0,'*-((5'1)-,',-)2'3*- /-B-*6'0&*9)')-'3*--&..)&(()2&*9)'9-))-*.-/&-. )-.'+-'5)-1)-&(*0). )'(-*)-,',-)26-'3*-.))-0 )-2A--,.A&*95'*+*-0)-0/-.&'*'5)-(-))-.)-20&0*')--&/-'*-60/&.-0)-'3*-3-.-*)'*-)')-&00-..'5-'0*0/-0'*))3&))-*..')-2-3-'5)-(-))-*0.-6-,',-)2'3*-.))-0-3-*))')-,')()'-..)-(-))- <+))-,')(.))-0&)>*C)+,('0>)-0'+1-*).)->-4+-.)('.-06>/-&5&-0-3.)(A&*9<'+)-4+-.)
;6)'(0)-'3*-3'+(0.--3)'+(00''*12-*06-'3*-(.'.))-0---&/-0*-1&(5'13'1-/-3&))-.))-))0-(.3&))&.*03.)'(0)--3.*'/&'()&'*6.A-0&5&)3.(-2(- <+))-'3*-)'(01--3'+(0/-)'(''A&)+,6.A-0&5)-.))-00'*-)-.)&*9))-5&(&)2''*)-,',-)26-'3*-<-(&-/-0&)3.))-,',-)26-9-*20-)-1&*-0)-1)-&( <')'9*&*0&*'9*& 3--*')&*)+.&/-)')-3)-)<(- *03&)&*.)*00.6)'(0)-'3*-3'+(0(&A-)'.--)--1&(---&/-06-'3*-.))-0-3'+(05&*0&)*0.-*0&))' 1-6
##
" &16-E&* 1&(--&/-0#-*)
,'A-3&)6:--E6.-0'55,-/&'+.0-)-1&*)&'*5'1*0'3*-C.&..+-3&)::')( &)3.0-)-1&*-0,'/&0&*9)-+*-0)-03'+(0<--,)<(-6 1&(3&)))-0 +*-0)-0-))-.-*))',',-)2'3*-61&(./-0)'.-5&(-6
##
" &16-E&* 1&(--&/-0#-*) B
:9-
;'5
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
63'+(0.+99-.))))--4+-.)<2/--55(&*9)'--&/-',2&5)--.-*00-.&.)(-))-5'1'0-*5666>*29--1-*)<-)3--*)-'3*-*0)-*.-/&-.&*-90)')-&'*))*0(-*+,'5)-,',-)23'+(0<-&/&(&**)+-*0*')'*-/-*2)&'*5'16
#;#
" &16-E&* 1&(--&/-0#-*) B
C0'*-1&(5'1)-'3*- /-B-* )''*.+()&*9:(**&*9*9-:6''1-26--1&(0/&.-.6''1-2'5)-'3*-C.&*)-*))'<-9&*-,)&*91)-&()&. -,-()-('.-0 (
&9-7
;861&(./-0)'.-5&(-6
#
#
" &16-E&* -&*.,-)&'* B%!
B&-(0&*/-.)&9)&'*'*0+)-03&)6:5(E9556')&'*-1&*.+**9-05'1,-/&'+.&*/-.)&9)&'*. 3&)(&))(-)'*'*9-&*)-'1,'.&)&'*'51)-&('1'+*)6..,-0)'+9'+))- ,',-)26:')'.)A-**0./-0)'.-5&(-6
#
#
" &16-E&* :'*-(( ::H
--&/-0,'*-((5'1,',-)2'3*- /-B-*66B-*-4+-.)-0*+,0)-'*)-.-*0&50-05'1:(**&*960/&.-06B-*0*')66B-*.))-0-..-*)
-1&(.)',(**&*93&)'+)-.,'*.-66B-*-4+-.)-0)-*1-'5)-&-)''560/&.-06B-*)-0&-)'&.A 0(366B-*&*0&)-0&5-0'-.*')-5'1:(**&*9 -3&((1'/-5'303&)1-*0&*9)-.'&('*&.')-,',-)&-.&*(&9-66B-*&.3-,-1&).--4+&-0,&')'-.)<(&.&*9*2+.-'*,',-)26 "#
#
" &16-E&* :'*-(( ::H
--&/-0,'*-((5'1,',-)2'3*- /-B-*6'0&*9)'6B-*-0*')-1--)&*93&)+.*C)*0-*0:+(''1-266B-*.))-0)-20&0*')9&/-&1*200&)&'*( 0&-)&'**0'*(204+-.)&'*.5'&166B-*&.9-))&*95+.))-03&)1--)&*9.*')(-0&*9)'*2-.'(+)&'*66B-*1-)3&)&+&+. 3&))-))- )-'0(.)B&02
)
$
'3-/-.-'+(0*')&*.,-)'.--)-.'&( .&)0*')<--*'3-06'0&*9)'.6+&+. &)&..+,,'.-0)'<-'3-0-/-2
1'*).60/&.-00&0*')/-*2+,0)-.'*)-.- '3-/-12(.)'*))3&)1*9-1-*)3.)))&.1)-&(3'+(0<-)-)-0.3.)-0&.,'.(66B-*.))-0*0K-*'+*)&-.((5'(('3.))-(3*0-(('3&*9)-0+1,&*9'5 <&'0&9-.))-&*)-&'+*)&-.60/&.-0'+(0*')'11-*)'*')-'+*)&-.6)'(06B-*'*-0-)-1&*)&'*&.10- 3'+(0(-)&1A*'36 "#
#
" &1')26:5(E955 -&*.,-)&'* B%!
B&-(0&*/-.)&9)&'*'*0+)-06''*))10-.,',-)2&./*)6:')'9,.)A-*5'1)-,+<(&&9)'5326'<.-/-0,',-)2-1&*.&*)-.1-'*0&)&'*.,-/&'+.&*.,-)&'*3&)((,-(. '/--0&*'1,'.)))&.-1<-00-03&)-F)-*.&/-=+*A*0).)'+9'+)((,-(. 3&)(9-1'+*0.'5'1,'.).+'+*0&*9,',-)2 (.'-1<-00-03&)-F)-*.&/-=+*A*0).6'<.-/-0 .-/-(G'.+--./-5((-*'/-*00&-0.&*-(.)&*/-.)&9)&'**0.-/-(1'-,,--02)''((,.-6:')'9,.+,('0-066:5(E955 :9-
'5
!"#$%
& "
!
" !
#$
!
!"
#$%&
'(
)*+
*,%&'()*+#(),-$
+.$*%.*$#+&''/##+./'0+&#)%-(+.$*%.#)$#%-(+.$*%.#)'.#$#)1-2#)-$$#3'%#)0(%-13'0(%#40.&.-''-40(6 $#7*0$#1#(.+89:''-4#)
+#8
&#'()*+#+&''/#''-4#)/.&0+#2#'-31#(.-)#0(.&#'()*+#;-(0(6 )0+.$0%.33'0#).-.&#+0.#8
&#/+0+5-$)#.#$10(0(64&#.&#$*+#0+''-4#)0+)#+%$0/#)0(<"88!9''-4#) ()
+#+()'((0(6#$10.#7*0$#1#(.+:89/:#$10.()33$-2'#7*0$#1#(.+8(3'((0(63#$10.-$ -.&#$33$-2'$#7*0$#)/<"88!9''-4#)()
+#+()'((0(6#$10.#7*0$#1#(.+:+&''/#-/.0(#) /#5-$#.�++*(%#-5($#7*0$#)6$)0(6/*0')0(6-$-.&#$%-(+.$*%.0-(3#$10.()/#5-$#.$-3-+#)*+#0+ %-(+.$*%.#)-.&#$40+##+./'0+&#)-$3*.0(.--3#$.0-(*('#++.$-3-+#)*+#0+'0+.#)0(<"88 9=#13.0-(+5$-1'((0(6#$10.#7*0$#1#(.+:89%:#2#'-31#(. .()$)+-()0.0-(+-533$-2'8%&'()
*+#()+.$*%.*$#+&''%-13'40.&.&#)#2#'-31#(.+.()$)+-5.&0+020+0-(33'0%/'#+.()$)+() $#7*0$#1#(.+0(020+0-(!9-*(.40)##2#'-31#(.
.()$)+:()020+0-(9
.()$)+5-$
3#%050%()
+#+
()%.020.0#+:()(33'0%/'#%-()0.0-(+013-+#)/3$#20-*+'6$(.#)3'((0(63#$10.8
(-
&#)*130(6-56$##(4+.#()'07*0)1.#$0'0+-%%*$$0(6-(.&0+2%(.3$%#'40.&-*.'() *+#33$-2'+8#+#.&#)*130(6-56$##(4+.#()'07*0)1.#$0'8-(.%.%-*(.'((0(6.!">"! () -/.0('()*+#3#$10.8
&#)*130(6-56$##(4+.#()'07*0)1.#$0'1(-.$#+*1#*(.0'(33$-2#)3#$10.0+ -/.0(#)8
.!#/0')0''#6'*130(60+3$-&0/0.#)
(-#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6(),-$3#$10..0(64+.#1..#$ .-/#0''#6'')*13#)-(.&0+2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#)5$-1.$-3#$.*('#++ '()*+#3#$10.0+-/.0(#)8
�()0%.#)20-'.0-(++&-*')/#%-$$#%.#)40.&0( )+5$-1.&#).#-5.&0+(-.0%#8$#0(+3#%.0-(-5.&0+ 3$-3#$..-2#$05%-13'0(%#40''/#%-13'#.#)5.#$, ,8?0'*$#.-%-$$#%..&##=0+.0(620-'.0-(9+:1$#+*'. 0(.�++*(%#-5)10(0+.$.02#%0..0-(+(),-$%020'-$%$010('3$-+#%*.0-(8'0#(()+3#%0'++#++1#(.-(.&# 3$-3#$..=$-''1'+-/#3'%#)60(+..&#+*/@#%.3$-3#$..-$#%-2#$($#6*'.-$%-+.+0(%*$$#)/.&# -*(.8
5-*&2#7*#+.0-(+$#6$)0(6.&0+(-.0%#3'#+#%-(.%.-)#(5-$%#1#(..9:"" -$9> :" 8 $#3$#)/A
12&30&&
(2#+.06.0(6
550%#$A
12&30&&
+#-A "
."4567
A .54
5 6
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8 6#'#5.0(.#(.0-(''/'(B
!"#$%
& "
89'
!
" !
#$?
!
!"
#$%&
'(
)*+
*,%&'()*+#(),-$
+.$*%.*$#+&''/##+./'0+&#)%-(+.$*%.#)$#%-(+.$*%.#)'.#$#)1-2#)-$$#3'%#)0(%-13'0(%#40.&.-''-40(6 $#7*0$#1#(.+89:''-4#)
+#8
&#'()*+#+&''/#''-4#)/.&0+#2#'-31#(.-)#0(.&#'()*+#;-(0(6 )0+.$0%.33'0#).-.&#+0.#8
&#/+0+5-$)#.#$10(0(64&#.&#$*+#0+''-4#)0+)#+%$0/#)0(<"88!9''-4#) ()
+#+()'((0(6#$10.#7*0$#1#(.+:89/:#$10.()33$-2'#7*0$#1#(.+8(3'((0(63#$10.-$ -.&#$33$-2'$#7*0$#)/<"88!9''-4#)()
+#+()'((0(6#$10.#7*0$#1#(.+:+&''/#-/.0(#) /#5-$#.�++*(%#-5($#7*0$#)6$)0(6/*0')0(6-$-.&#$%-(+.$*%.0-(3#$10.()/#5-$#.$-3-+#)*+#0+ %-(+.$*%.#)-.&#$40+##+./'0+&#)-$3*.0(.--3#$.0-(*('#++.$-3-+#)*+#0+'0+.#)0(<"88 9=#13.0-(+5$-1'((0(6#$10.#7*0$#1#(.+:89%:#2#'-31#(. .()$)+-()0.0-(+-533$-2'8%&'()
*+#()+.$*%.*$#+&''%-13'40.&.&#)#2#'-31#(.+.()$)+-5.&0+020+0-(33'0%/'#+.()$)+() $#7*0$#1#(.+0(020+0-(!9-*(.40)##2#'-31#(.
.()$)+:()020+0-(9
.()$)+5-$
3#%050%()
+#+
()%.020.0#+:()(33'0%/'#%-()0.0-(+013-+#)/3$#20-*+'6$(.#)3'((0(63#$10.8
(-
&#)*130(6-56$##(4+.#()'07*0)1.#$0'0+-%%*$$0(6-(.&0+2%(.3$%#'40.&-*.'() *+#33$-2'+8#+#.&#)*130(6-56$##(4+.#()'07*0)1.#$0'8-(.%.%-*(.'((0(6.!">"! () -/.0('()*+#3#$10.8
&#)*130(6-56$##(4+.#()'07*0)1.#$0'1(-.$#+*1#*(.0'(33$-2#)3#$10.0+ -/.0(#)8
.!#/0')0''#6'*130(60+3$-&0/0.#)
(-#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6(),-$3#$10..0(64+.#1..#$ .-/#0''#6'')*13#)-(.&0+2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#)5$-1.$-3#$.*('#++ '()*+#3#$10.0+-/.0(#)8
�()0%.#)20-'.0-(++&-*')/#%-$$#%.#)40.&0( )+5$-1.&#).#-5.&0+(-.0%#8$#0(+3#%.0-(-5.&0+ 3$-3#$..-2#$05%-13'0(%#40''/#%-13'#.#)5.#$, ,8?0'*$#.-%-$$#%..&##=0+.0(620-'.0-(9+:1$#+*'. 0(.�++*(%#-5)10(0+.$.02#%0..0-(+(),-$%020'-$%$010('3$-+#%*.0-(8'0#(()+3#%0'++#++1#(.-(.&# 3$-3#$..=$-''1'+-/#3'%#)60(+..&#+*/@#%.3$-3#$..-$#%-2#$($#6*'.-$%-+.+0(%*$$#)/.&# -*(.8
5-*&2#7*#+.0-(+$#6$)0(6.&0+(-.0%#3'#+#%-(.%.-)#(5-$%#1#(..9:"" -$9> :" 8 $#3$#)/A
12&30&&
(2#+.06.0(6
550%#$A
12&30&&
+#-A "
."4567
A .54
5 6
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8
0-'.0-(
/&
(0.0'(+3#%.0-(
''#6'*130(6
"8"9:''#6'*130(60+3$-&0/0.#)
#+#0''#6'')*130(64+.#1..#$-$%*+0(610(.0(0(6 (),-$3#$10..0(64+.#1..#$.-/#0''#6'')*13#)-(.&0+ 2%(.3$%#'8''0''#6'')*13#)1.#$0'1*+./#$#1-2#) 5$-1.$-3#$.*('#++'()*+#3#$10.0+-/.0(#)8 6#'#5.0(.#(.0-(''/'(B
!"#$%
& "
!
!
!
"!
#$
%
&'#()*
!
"#
$%&'%'(
###
)++#'+,-./('/0.$12/3/)#4
!!*
!
#0#/++#'++4,-./('50)#-))#$1$6,0/('-/()/(/('(471$.#$-/))/('50)#-))#$ )13#/++#'++4,-.#41()2/086().$6#+9++/++#'++4,-.#4-)#$/+-,0)3#$#-18#4:$1-)2#.$1.#$),(+#00 +(4,0#.#$-/)/013)/(#49
2#/(4/6)#48/1+)/1(0021,+43#61$$#6)#45/)2/(40:$1-)2#4)#1:)2/0(1)/6#9$# /(0.#6)/1(1:)2/0.$1.#$) )18#$/:61-.+/(6#5/++3#61-.+#)#4:)#$779;/+,$#)161$$#6))2##</0)/('8/1+)/1(&0*-$#0,+)/()2# /00,(6#1:4-/(/0)$)/8#6/))/1(0(471$6/8/+1$6$/-/(+.$10#6,)/1(9+/#((40.#6/+00#00-#()1()2# .$1.#$))<$1++-+013#.+6#4'/(0))2#0,3=#6).$1.#$))1$#618#$($#',+)1$610)0/(6,$$#43)2# 1,()9
:1,28#>,#0)/1(0$#'$4/(')2/0(1)/6#.+#0#61()6)14# (:1$6#-#())&*"" !1$& !* "
9
$#.$#43?+,
-#.!--
(8#0)/')/('
::/6#$?+,
-#.!--
0#1?/$'$(/0123$
?'(10'%1$2''''
!
/1+)/1(
-!
(/)/+(0.#6)/1(
"#
++#'+,-./('
"9"&*++#'+,-./('/0.$12/3/)#4
!!
#0#/++#'++4,-./('50)#-))#$1$6,0/('-/()/(/(' (471$.#$-/))/('50)#-))#$)13#/++#'++4,-.#41()2/0 86().$6#+9++/++#'++4,-.#4-)#$/+-,0)3#$#-18#4 :$1-)2#.$1.#$),(+#00+(4,0#.#$-/)/013)/(#49
!
/1+)/1(
-!
(/)/+(0.#6)/1(
"#
++#'+,-./('
"9"&*++#'+,-./('/0.$12/3/)#4
!!
#0#/++#'++4,-./('50)#-))#$1$6,0/('-/()/(/(' (471$.#$-/))/('50)#-))#$)13#/++#'++4,-.#41()2/0 86().$6#+9++/++#'++4,-.#4-)#$/+-,0)3#$#-18#4 :$1-)2#.$1.#$),(+#00+(4,0#.#$-/)/013)/(#49
!
/1+)/1(
-!
(/)/+(0.#6)/1(
"#
++#'+,-./('
"9"&*++#'+,-./('/0.$12/3/)#4
!!
#0#/++#'++4,-./('50)#-))#$1$6,0/('-/()/(/(' (471$.#$-/))/('50)#-))#$)13#/++#'++4,-.#41()2/0 86().$6#+9++/++#'++4,-.#4-)#$/+-,0)3#$#-18#4 :$1-)2#.$1.#$),(+#00+(4,0#.#$-/)/013)/(#49
!
/1+)/1(
-!
(/)/+(0.#6)/1(
"#
++#'+,-./('
"9"&*++#'+,-./('/0.$12/3/)#4
!!
#0#/++#'++4,-./('50)#-))#$1$6,0/('-/()/(/(' (471$.#$-/))/('50)#-))#$)13#/++#'++4,-.#41()2/0 86().$6#+9++/++#'++4,-.#4-)#$/+-,0)3#$#-18#4 :$1-)2#.$1.#$),(+#00+(4,0#.#$-/)/013)/(#49
!
/1+)/1(
-!
(/)/+(0.#6)/1(
"#
++#'+,-./('
"9"&*++#'+,-./('/0.$12/3/)#4
!!
#0#/++#'++4,-./('50)#-))#$1$6,0/('-/()/(/(' (471$.#$-/))/('50)#-))#$)13#/++#'++4,-.#41()2/0 86().$6#+9++/++#'++4,-.#4-)#$/+-,0)3#$#-18#4 :$1-)2#.$1.#$),(+#00+(4,0#.#$-/)/013)/(#49
!
/1+)/1(
-!
(/)/+(0.#6)/1(
"#
++#'+,-./('
"9"&*++#'+,-./('/0.$12/3/)#4
!!
#0#/++#'++4,-./('50)#-))#$1$6,0/('-/()/(/(' (471$.#$-/))/('50)#-))#$)13#/++#'++4,-.#41()2/0 86().$6#+9++/++#'++4,-.#4-)#$/+-,0)3#$#-18#4 :$1-)2#.$1.#$),(+#00+(4,0#.#$-/)/013)/(#49
!
/1+)/1(
-!
(/)/+(0.#6)/1(
"#
++#'+,-./('
"9"&*++#'+,-./('/0.$12/3/)#4
!!
#0#/++#'++4,-./('50)#-))#$1$6,0/('-/()/(/(' (471$.#$-/))/('50)#-))#$)13#/++#'++4,-.#41()2/0 86().$6#+9++/++#'++4,-.#4-)#$/+-,0)3#$#-18#4 :$1-)2#.$1.#$),(+#00+(4,0#.#$-/)/013)/(#49
!
/1+)/1(
-!
(/)/+(0.#6)/1(
"#
++#'+,-./('
"9"&*++#'+,-./('/0.$12/3/)#4
!!
#0#/++#'++4,-./('50)#-))#$1$6,0/('-/()/(/(' (471$.#$-/))/('50)#-))#$)13#/++#'++4,-.#41()2/0 86().$6#+9++/++#'++4,-.#4-)#$/+-,0)3#$#-18#4 :$1-)2#.$1.#$),(+#00+(4,0#.#$-/)/013)/(#49
!
/1+)/1(
-!
(/)/+(0.#6)/1(
"#
++#'+,-./('
"9"&*++#'+,-./('/0.$12/3/)#4
!!
#0#/++#'++4,-./('50)#-))#$1$6,0/('-/()/(/(' (471$.#$-/))/('50)#-))#$)13#/++#'++4,-.#41()2/0 86().$6#+9++/++#'++4,-.#4-)#$/+-,0)3#$#-18#4 :$1-)2#.$1.#$),(+#00+(4,0#.#$-/)/013)/(#49
!
/1+)/1(
-!
(/)/+(0.#6)/1(
"#
++#'+,-./('
"9"&*++#'+,-./('/0.$12/3/)#4
!!
#0#/++#'++4,-./('50)#-))#$1$6,0/('-/()/(/(' (471$.#$-/))/('50)#-))#$)13#/++#'++4,-.#41()2/0 86().$6#+9++/++#'++4,-.#4-)#$/+-,0)3#$#-18#4 :$1-)2#.$1.#$),(+#00+(4,0#.#$-/)/013)/(#49
!
/1+)/1(
-!
(/)/+(0.#6)/1(
"#
++#'+,-./('
"9"&*++#'+,-./('/0.$12/3/)#4
!!
#0#/++#'++4,-./('50)#-))#$1$6,0/('-/()/(/(' (471$.#$-/))/('50)#-))#$)13#/++#'++4,-.#41()2/0 86().$6#+9++/++#'++4,-.#4-)#$/+-,0)3#$#-18#4 :$1-)2#.$1.#$),(+#00+(4,0#.#$-/)/013)/(#49
!
/1+)/1(
-!
(/)/+(0.#6)/1(
"#
++#'+,-./('
"9"&*++#'+,-./('/0.$12/3/)#4
!!
#0#/++#'++4,-./('50)#-))#$1$6,0/('-/()/(/(' (471$.#$-/))/('50)#-))#$)13#/++#'++4,-.#41()2/0 86().$6#+9++/++#'++4,-.#4-)#$/+-,0)3#$#-18#4 :$1-)2#.$1.#$),(+#00+(4,0#.#$-/)/013)/(#49 '#+#:)/()#()/1(++3+(@
!"#$%
& "
!
! "!
#$%
&
!
!"#$"$%&' (
)(''#(')*+,-(,.+$/0,1,2#3
*
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-(-36/$+#$*,22,-(4.2#*22#$ 2/1#,''#(''3)*+#3/-20,.75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#39$/*20#+$/+#$2)-'#.. '-3).#+#$*,2,./12,-#38
0#,-3,52#37,/'2,/-..0/)'31#5/$$#52#34,20,-3.9$/*20#32#/920,.-/2,5#8 $#,-.+#52,/-/920,.+$/+#$2
2/7#$,95/*+',-5#4,''1#5/*+'#2#392#$ 668:,')$#2/5/$$#5220##;,.2,-(7,/'2,/-<.=*$#.)'2,-20# ,..)-5#/93*,-,.2$2,7#5,22,/-.-36/$5,7,'/$5$,*,-'+$/.#5)2,/-8 ',#--3.+#5,'..#..*#-2/-20#
+$/+#$22;$/''*'./1#+'5#3(,-.220#.)1>#52+$/+#$22/$#5/7#$-$#()'2/$5/.2.,-5)$$#3120# /)-28
9/)07#?)#.2,/-.$#($3,-(20,.-/2,5#+'#.#5/-252/3#-9/$5#*#-22<="" !/$<@!= " 8 $#+$#31A+,-
. /(
..
-7#.2,(2,-(99,5#$A+,-
. /(
..
.#/A
0!$!%01234!
A$%21$"2!3$$$$
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38 (#'#92,-2#-2,/-''1'-B
!"#$%
& "
5++
++
+
6 7
!
! "!
#$%
!
!"#$"$%&' (
)(''#(')*+,-(,.+$/0,1,2#3
*
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-(-36/$+#$*,22,-(4.2#*22#$ 2/1#,''#(''3)*+#3/-20,.75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#39$/*20#+$/+#$2)-'#.. '-3).#+#$*,2,./12,-#38
0#,-3,52#37,/'2,/-..0/)'31#5/$$#52#34,20,-3.9$/*20#32#/920,.-/2,5#8 $#,-.+#52,/-/920,.+$/+#$2
2/7#$,95/*+',-5#4,''1#5/*+'#2#392#$ 668:,')$#2/5/$$#5220##;,.2,-(7,/'2,/-<.=*$#.)'2,-20# ,..)-5#/93*,-,.2$2,7#5,22,/-.-36/$5,7,'/$5$,*,-'+$/.#5)2,/-8 ',#--3.+#5,'..#..*#-2/-20#
+$/+#$22;$/''*'./1#+'5#3(,-.220#.)1>#52+$/+#$22/$#5/7#$-$#()'2/$5/.2.,-5)$$#3120# /)-28
9/)07#?)#.2,/-.$#($3,-(20,.-/2,5#+'#.#5/-252/3#-9/$5#*#-22<="" !/$<@!= " 8 $#+$#31A+,-
. /(
..
-7#.2,(2,-(99,5#$A+,-
. /(
..
.#/A
0!$!%01234!
A$%21$"2!3$$$$
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38 (#'#92,-2#-2,/-''1'-B
!"#$%
& "
8
66+
5
&(
9('
!
! "!
#$
&
<#(,.2#$#3
(#-2=
!
!"#$"$%&' (
)(''#(')*+,-(,.+$/0,1,2#3
*
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-(-36/$+#$*,22,-(4.2#*22#$ 2/1#,''#(''3)*+#3/-20,.75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#39$/*20#+$/+#$2)-'#.. '-3).#+#$*,2,./12,-#38
0#,-3,52#37,/'2,/-..0/)'31#5/$$#52#34,20,-3.9$/*20#32#/920,.-/2,5#8 $#,-.+#52,/-/920,.+$/+#$2
2/7#$,95/*+',-5#4,''1#5/*+'#2#392#$ 668:,')$#2/5/$$#5220##;,.2,-(7,/'2,/-<.=*$#.)'2,-20# ,..)-5#/93*,-,.2$2,7#5,22,/-.-36/$5,7,'/$5$,*,-'+$/.#5)2,/-8 ',#--3.+#5,'..#..*#-2/-20#
+$/+#$22;$/''*'./1#+'5#3(,-.220#.)1>#52+$/+#$22/$#5/7#$-$#()'2/$5/.2.,-5)$$#3120# /)-28
9/)07#?)#.2,/-.$#($3,-(20,.-/2,5#+'#.#5/-252/3#-9/$5#*#-22<="" !/$<@!= " 8 $#+$#31A+,-
. /(
..
-7#.2,(2,-(99,5#$A+,-
. /(
..
.#/A
0!$!%01234!
A$%21$"2!3$$$$
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38 (#'#92,-2#-2,/-''1'-B
!"#$%
& "
:
6 +66
:5
+& '
!
! "!
#$
<=
!
!"#$"$%&' (
)(''#(')*+,-(,.+$/0,1,2#3
*
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-(-36/$+#$*,22,-(4.2#*22#$ 2/1#,''#(''3)*+#3/-20,.75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#39$/*20#+$/+#$2)-'#.. '-3).#+#$*,2,./12,-#38
0#,-3,52#37,/'2,/-..0/)'31#5/$$#52#34,20,-3.9$/*20#32#/920,.-/2,5#8 $#,-.+#52,/-/920,.+$/+#$2
2/7#$,95/*+',-5#4,''1#5/*+'#2#392#$ 668:,')$#2/5/$$#5220##;,.2,-(7,/'2,/-<.=*$#.)'2,-20# ,..)-5#/93*,-,.2$2,7#5,22,/-.-36/$5,7,'/$5$,*,-'+$/.#5)2,/-8 ',#--3.+#5,'..#..*#-2/-20#
+$/+#$22;$/''*'./1#+'5#3(,-.220#.)1>#52+$/+#$22/$#5/7#$-$#()'2/$5/.2.,-5)$$#3120# /)-28
9/)07#?)#.2,/-.$#($3,-(20,.-/2,5#+'#.#5/-252/3#-9/$5#*#-22<="" !/$<@!= " 8 $#+$#31A+,-
. /(
..
-7#.2,(2,-(99,5#$A+,-
. /(
..
.#/A
0!$!%01234!
A$%21$"2!3$$$$
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38 (#'#92,-2#-2,/-''1'-B
!"#$%
& "
+5
!
! "!
#$
!
!"#$"$%&' (
)(''#(')*+,-(,.+$/0,1,2#3
*
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-(-36/$+#$*,22,-(4.2#*22#$ 2/1#,''#(''3)*+#3/-20,.75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#39$/*20#+$/+#$2)-'#.. '-3).#+#$*,2,./12,-#38
0#,-3,52#37,/'2,/-..0/)'31#5/$$#52#34,20,-3.9$/*20#32#/920,.-/2,5#8 $#,-.+#52,/-/920,.+$/+#$2
2/7#$,95/*+',-5#4,''1#5/*+'#2#392#$ 668:,')$#2/5/$$#5220##;,.2,-(7,/'2,/-<.=*$#.)'2,-20# ,..)-5#/93*,-,.2$2,7#5,22,/-.-36/$5,7,'/$5$,*,-'+$/.#5)2,/-8 ',#--3.+#5,'..#..*#-2/-20#
+$/+#$22;$/''*'./1#+'5#3(,-.220#.)1>#52+$/+#$22/$#5/7#$-$#()'2/$5/.2.,-5)$$#3120# /)-28
9/)07#?)#.2,/-.$#($3,-(20,.-/2,5#+'#.#5/-252/3#-9/$5#*#-22<="" !/$<@!= " 8 $#+$#31A+,-
. /(
..
-7#.2,(2,-(99,5#$A+,-
. /(
..
.#/A
0!$!%01234!
A$%21$"2!3$$$$
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38 (#'#92,-2#-2,/-''1'-B
!"#$%
& "
;+
++
++&('
!
! "!
#$
<
(#-2=
!
!"#$"$%&' (
)(''#(')*+,-(,.+$/0,1,2#3
*
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-(-36/$+#$*,22,-(4.2#*22#$ 2/1#,''#(''3)*+#3/-20,.75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#39$/*20#+$/+#$2)-'#.. '-3).#+#$*,2,./12,-#38
0#,-3,52#37,/'2,/-..0/)'31#5/$$#52#34,20,-3.9$/*20#32#/920,.-/2,5#8 $#,-.+#52,/-/920,.+$/+#$2
2/7#$,95/*+',-5#4,''1#5/*+'#2#392#$ 668:,')$#2/5/$$#5220##;,.2,-(7,/'2,/-<.=*$#.)'2,-20# ,..)-5#/93*,-,.2$2,7#5,22,/-.-36/$5,7,'/$5$,*,-'+$/.#5)2,/-8 ',#--3.+#5,'..#..*#-2/-20#
+$/+#$22;$/''*'./1#+'5#3(,-.220#.)1>#52+$/+#$22/$#5/7#$-$#()'2/$5/.2.,-5)$$#3120# /)-28
9/)07#?)#.2,/-.$#($3,-(20,.-/2,5#+'#.#5/-252/3#-9/$5#*#-22<="" !/$<@!= " 8 $#+$#31A+,-
. /(
..
-7#.2,(2,-(99,5#$A+,-
. /(
..
.#/A
0!$!%01234!
A$%21$"2!3$$$$
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38
,/'2,/-
.
-,2,'-.+#52,/-
''#(')*+,-(
"8"<=''#(')*+,-(,.+$/0,1,2#3
#.#,''#(''3)*+,-(4.2#*22#$/$5).,-(*,-2,-,-( -36/$+#$*,22,-(4.2#*22#$2/1#,''#(''3)*+#3/-20,. 75-2+$5#'8
'',''#(''3)*+#3*2#$,'*).21#$#*/7#3
9$/*20#+$/+#$2)-'#..'-3).#+#$*,2,./12,-#38 (#'#92,-2#-2,/-''1'-B
1 Ruling on Matter Taken Under Submission
Judge Theresa M. Traber, Department 1
HEARING DATE: January 22, 2026
CASE: Arutyun Akopyan et al. v. Arakelian Enterprises, Inc. et al.
CASE NO.: 24STCV33877
DEMURRER AND MOTION TO STRIKE
Moving Parties: Defendants Arakelian Enterprises, Inc. d/b/a Athens Services and Athens Disposal Company, Inc. (Manatt, Phelps & Phillips LLP), Ecology Auto Parts, Inc. (Hall Griffin LLP), and American Reclamation, Inc. (Nemecek & Cole), joined by defendant Universal Waste Systems, Inc. (Bick Law LLP)
Responding Party: Plaintiffs Kristina Brown, Arutyun Akopyan, Haigaz Benyamin, and Mike Rezvani (Nidel & Nace, PLLC)
Ruling: Demurrer OVERRULED and motion to strike restitution and disgorgement allegations DENIED.
This is a complex action which is related to another complex action (Mroz v. Arakelian Enterprises, Inc. et al., Case No. 25STCV02747), all of which relate to alleged illegal dumping at the property located at 18350 West Ave. F8, Lancaster, CA 93536, Assessor’s Parcel No. 3249-007-001 (the Property or the Site). The plaintiffs in this case are Kristina Brown, Arutyun Akopyan, Mike Rezvani, and Haigaz Benyamin (Plaintiffs). The defendants are Arakelian Enterprises, Inc. d/b/a Athens Services, Athens Disposal Company, Inc. (collectively Athens), American Reclamation, Inc. (American Reclamation), Ecology Auto Parts, Inc. (Ecology), and Universal Waste Systems, Inc. (Universal), among others. Plaintiffs allege that these and other defendants have caused solid waste to be dumped at the Site, and sue for private and public nuisance, trespass, negligence, negligence per se, strict liability (ultrahazardous activity), violation of the Unfair Competition Law (UCL, Bus. & Prof. Code § 17200 et seq.), and unjust enrichment.
Athens demurs to the Eighth Cause of Action for Unjust Enrichment. American Reclamation, Ecology, and Universal join in the demurrer. American Reclamation moves to strike portions of the complaint relating to restitution, nonrestitutionary disgorgement, and unjust enrichment.
Athens, Ecology, and Universal join in the motion. The Court will address each matter in turn.
E-Served: Jan 27 2026 10:51AM PST Via Case Anywhere
2 LEGAL STANDARDS
1. Demurrer
A demurrer tests the sufficiency of a complaint as a matter of law and raises only questions of law. (Code Civ. Proc. § 589; Schmidt v. Foundation Health (1995) 35 Cal.App.4th 1702, 1706.) When considering demurrers, courts read the allegations liberally and in context. (Taylor v. City of Los Angeles Dept. of Water and Power (2006) 144 Cal.App.4th 1216, 1228.) In a demurrer proceeding, the defects must be apparent on the face of the pleading or by proper judicial notice. (Code Civ. Proc. § 430.30(a).) A demurrer tests the pleadings alone and not the evidence or other extrinsic matters. (SKF Farms v. Superior Court (1984) 153 Cal. App. 3d 902, 905.) Therefore, it lies only where the defects appear on the face of the pleading or are judicially noticed. (Ibid.) The only issue involved in a demurrer hearing is whether the complaint, as it stands, unconnected with extraneous matters, states a cause of action. (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747.)
“On demurrer the allegations of the complaint are assumed to be true. A demurrer is simply not the appropriate procedure for determining the truth of disputed facts.” (Ramsden v. Western Union (1977) 71 Cal.App.3d 873, 879.) “Less particularity is required when it appears that defendant has superior knowledge of the facts, so long as the pleading gives notice of the issues sufficient to enable preparation of a defense.” (Okun v. Superior Court (1981) 29 Cal.3d 442, 458.) “If the complaint states a cause of action under any theory, regardless of the title under which the factual basis for relief is stated, that aspect of the complaint is good against a demurrer.” (Quelimane Co. v. Stewart Title Guaranty Co. (1998) 19 Cal.4th 26, 38.) “[A] plaintiff is required only to set forth the essential facts of his case with reasonable precision and with particularity sufficient to acquaint a defendant with the nature, source and extent of his cause of action.” (Youngman v. Nevada Irrigation District (1969) 70 Cal.2d 240, 245; see also Doheny Park Terrace Homeowners Assn., Inc. v. Truck Ins. Exchange (2005) 132 Cal.App.4th 1076, 1099.)
2. Motion to Strike
Section 436 of the Code of Civil Procedure permits a court to strike “any irrelevant, false, or improper matter inserted in any pleading” as well as “all or any part of any pleading not drawn or filed in conformity with the laws of this state, a court rule, or an order of the court.” Irrelevant matter includes “[a]n allegation that is neither pertinent to nor supported by an otherwise sufficient claim or defense” as well as “[a] demand for judgment requesting relief not supported by the allegations of the complaint or cross-complaint.” (Code Civ. Proc. § 431.10(b)(2), (3), (c).)
I. DEMURRER TO UNJUST ENRICHMENT
Athens contends first that there is no cause of action for unjust enrichment. It is true that unjust enrichment is not a cause of action, but instead the result that might be obtained from a failure to make restitution. (Dinosaur Development, Inc. v. White (1989) 216 Cal.App.3d 1310, 1315; 3 Melchior v. New Line Productions, Inc. (2003) 106 Cal.App.4th 779, 793.) However, this is a distinction without a difference; restitution and unjust enrichment are synonymous under California law. (Melchior v. New Line Productions, Inc., supra, 106 Cal.App.4th at 793.) For this reason, courts regularly discuss, without contradiction, “the elements of a claim for unjust enrichment [,]” which are “receipt of a benefit and unjust retention of the benefit at the expense of another.” (Lyles v. Sangadeo-Patel (2014) 225 Cal.App.4th 759, 769, quoting Prakashpalan v. Engstrom, Lipscomb & Lack (2014) 223 Cal.App.4th 1105, 1132.) This is no ground on which to reject the cause of action.
Next, Athens contends that Plaintiffs are not entitled to restitution, as Athens has not received any benefit from Plaintiffs which they ought equitably to restore to Plaintiffs. In seeming anticipation of this argument, Plaintiffs’ operative First Amended Complaint (FAC) alleges:
188. In using the property adjoining Plaintiffs’ properties to dump solid waste, which trespassed onto Plaintiffs’ properties, Defendants derived substantial benefit directly from Plaintiffs. Plaintiffs’ lands were effectively converted into a de facto waste disposal facility, which enabled Defendants to avoid millions of dollars in tipping fees, landfill compliance costs, and operational expenses. Under California law, a “benefit” connotes “any form of advantage” not only direct payments of money. CACI 375 quoting Ghirardo v. Antonioli (1996) 14 Cal. 4th 39, 51. Plaintiffs conferred these benefits by bearing the burdens of trespass, contamination, and diminished use and enjoyment of their properties.
As the Court understands it, by this paragraph, Plaintiffs are alleging that by operating or making use of a dumping operation at the Site, Defendants were effectively using Plaintiffs’ properties as a dump, and that Plaintiffs are entitled through restitution to the value of the improper use Defendants made of Plaintiffs’ properties, as measured by the substantial disposal and compliance costs Defendants avoided by burdening Plaintiffs’ property.
Plaintiffs rely on County of San Bernardino v. Walsh (2007) 158 Cal.App.4th 533 (Walsh), to advance their theory of restitution. Walsh involved a bribery scheme in San Bernardino County whereby a solid waste company executive (the eponymous Walsh) collaborated with a company consultant (Mays), who was the former county administrative officer, to bribe the current county administrator (Hlawek) to obtain county contracts and other money from the county for the solid waste company and other companies affiliated with Mays and Walsh. (Id. at 538-539.) After a bench trial, the Trial Court awarded judgment against Mays and Walsh which included disgorgement of the ill-gotten gains they obtained from the scheme, which Mays and Walsh contended were not properly included in the damages to the county. (Id. at 540, 541.) Held the Court of Appeal:
Unjust enrichment is an equitable principle that underlies “various legal doctrines and remedies.” [Citation.] It is based on the idea that “one person should not be permitted unjustly to enrich himself at the expense of another, but should be required to make restitution of or for property or benefits received, retained, or appropriated, where it is just and equitable that such restitution be made, and where such action involves no 4 violation or frustration of law or opposition to public policy, either directly or indirectly.” [Citations.]
Typically, the defendant's benefit and the plaintiff's loss are the same, and restitution requires the defendant to restore plaintiff to his or her original position. [Citations.] The principle of unjust enrichment, however, is broader than mere “restoration” of what the plaintiff lost. Many instances of “liability based on unjust enrichment ... do not involve the restoration of anything the claimant previously possessed ... includ[ing] cases involving the disgorgement of profits ... wrongfully obtained....” (Rest.3d Restitution and Unjust Enrichment (Discussion Draft 2000) § 1, com. c.) “[T]he public policy of this state does not permit one to ‘take advantage of his own wrong’” regardless of whether the other party suffers actual damage. [Citation.] Where “a benefit has been received by the defendant but the plaintiff has not suffered a corresponding loss or, in some cases, any loss, but nevertheless the enrichment of the defendant would be unjust ... [t]he defendant may be under a duty to give to the plaintiff the amount by which [the defendant] has been enriched.” [Citation.]
“‘[I]t is not essential that money be paid directly to the recipient by the party seeking restitution....’’”[Citations.] The emphasis is on the wrongdoer's enrichment, not the victim's loss. In particular, a person acting in conscious disregard of the rights of another should be required to disgorge all profit because disgorgement both benefits the injured parties and deters the perpetrator from committing the same unlawful actions again. [Citations.] Disgorgement may include a restitutionary element, but it “‘may compel a defendant to surrender all money obtained through an unfair business practice ... regardless of whether those profits represent money taken directly from persons who were victims of the unfair practice.’ ” [Citation.] Without this result, there would be an insufficient deterrent to improper conduct that is more profitable than lawful conduct. (Id. at 542-543.) Walsh provides strong support for Plaintiffs’ theory of restitution. (See also 1 Witkin, Summary 11th Contracts, Nature of Restitution, § 1050 (2025); Ajaxo v. E*Trade Group (2005) 135 C.A.4th 21, 54-56 [in action by developer of wireless stock trading technology against Internet stock trading company for breach of mutual nondisclosure agreement, evidence of money saved by trading company when it breached agreement demonstrated that trading company was unjustly enriched by breach and owed restitution to developer as measured the benefit received, including the saved development costs].) Defendants contend that there is no allegation Defendants retained a benefit otherwise payable to Plaintiffs, and therefore Plaintiff’s claim for unjust enrichment cannot stand. As Defendants’ own citations recognize, the law defines a benefit as “any form of advantage,” and that benefit “may take any form, direct or indirect[,]” including “[a] saved expenditure or discharged obligation[.]” (Professional Tax Appeal v. Kennedy-Wilson Holdings, Inc. (2018) 29 Cal.App.5th 230, 238.) It is true that many unjust enrichment cases involve straightforward diversions or theft of benefits due to the plaintiff by the defendant. (See, e.g., Ghirardo v. Antonioli (1996) 14 Cal.4th 39, 43 [defendant underpaid plaintiff for reconveyance of a deed of trust, obtaining a benefit in the form of funds not paid]; Ward v. Taggart (1959) 51 Cal.2d 736, 739-740, 742 5 [rather than convey offer from plaintiff to seller of property, defendant falsely told plaintiff only a higher price would obtain the property, then purchased the property for less and sold it to the plaintiff at a markup, pocketing the difference].) However, nothing Defendants present forbids a plaintiff from reaching the ill-gotten gains of an unlawful scheme through a claim for restitution.
Walsh expressly so provides. (See Walsh, supra, 158 Cal.App.4th at 543.) Defendants contend that Walsh is not applicable, because the money used by the waste management company to pay the disgorged kickbacks had been obtained from the improperly approved contract that the company had procured through bribery. (See Walsh, supra, 158 Cal.App.4th 533, 543-544.) But here, Plaintiffs allege that the benefits from the use of the Site, in the form of avoiding tipping fees and associated costs, came at least partly from Plaintiffs, in that use of the Site involved a use of and burden on their land as well. (See FAC, ¶ 188, supra.) Peterson v. Cellco Partnership (2008) 164 Cal.App.4th 1583, recognized the connection between the county’s loss and the bribers’ gains while rejecting Walsh’s broader equitable holding that “the public policy of this state does not permit one to ‘take advantage of his own wrong[.]’” (Id. at 1594, quoting Walsh, supra, 158 Cal.App.4th at 542.) Plaintiffs’ theory does not require the equitable pronouncements of Walsh’s dicta to withstand demurrer.
The cases relied on by Defendants do not counsel a different result. LeBrun v. CBS Television Studios, Inc. (2021) 68 Cal.App.5th 199 (LeBrun) is not to the contrary and involved distinct legal issues which informed the unjust enrichment analysis. There, the plaintiffs were hired by the studio to play armed criminals robbing a jewelry store in a scene to be filmed on location in New Orleans, Louisiana for a scripted television show. (Id. at 202.) Unbeknownst to them, no one had obtained permits to shoot the scene, nor informed local authorities or neighboring businesses, and a SWAT team responded to the scene and arrested the plaintiffs at gunpoint. (Id. at 202-203.) The plaintiffs sued the television studio in California for fraud and unjust enrichment, seeking, among other things, disgorgement of the profits from advertising and syndication of the episode in which the robbery appeared. (Id. at 204-205.) The Court of Appeal first rejected the fraud claim, as it arose in Louisiana, was time-barred under Louisiana law, and was therefore time-barred in California by statute. (LeBrun, supra, 68 Cal.App.5th at 209; see also Code Civ. Proc. § 361 [“When a cause of action has arisen in another State, or in a foreign country, and by the laws thereof an action thereon cannot there be maintained against a person by reason of the lapse of time, an action thereon shall not be maintained against him in this State, except in favor of one who has been a citizen of this State, and who has held the cause of action from the time it accrued.”]) Next, the Court of Appeal turned to the unjust enrichment claim, which the plaintiffs sought to justify by arguing that the television studio should not be allowed to profit from its conscious disregard of their rights. (Id. at 211.) The Court rejected this contention, as “the duty to disgorge such profits arises only as a remedy for a validly asserted cause of action” and the plaintiffs’ only other cause of action, fraud, was barred as a matter of law. (Ibid.) Here, Defendants do not argue that Plaintiffs lack any cause of action against them and have not challenged any of Plaintiffs’ other causes of action, including nuisance and trespass. Moreover, the LeBrun plaintiffs sought disgorgement of all profits the studio made from the episode involving the robbery scene, irrespective of their connection to the wrongdoing. As discussed above, there is a connection alleged between the benefit to the Defendants and the burden to Plaintiffs, namely the money Defendants allegedly 6 saved by using the Site and Plaintiffs’ property as an illegal dump. These gains are fairly traceable to the wrongdoing at issue in a way the LeBrun gains were not. LeBrun does not undermine Plaintiffs’ cause of action here.
Defendants’ other authorities are similarly unhelpful. In Hirsch v. Bank of America (2003) 107 Cal.App.4th 708 (Hirsch), the plaintiffs sued a number of large banks for their practice of making disguised interest payments to escrow companies on deposited escrow funds, in violation of prohibitions on paying interest on such accounts, and sought disgorgement of those payments to the people whose funds were deposited. (Id. at 711.) The Court of Appeal held that the plaintiffs had no right to receive the supposed interest paid to escrow companies and would not have had a right to any interest had the defendants violated the law or had the plaintiffs opened the accounts themselves (as federal law prohibited interest on those accounts). (Id. at 717-718.) The Court expressly held that there was “no wrongful conduct that Banks inflicted directly on appellants.” (Id. at 718.) Here, Defendants do not challenge Plaintiffs’ allegations of a direct wrong, stemming from the dumping itself. There is a direct link between at least some of the funds Plaintiffs seek to reach by restitution (unpaid tipping fees and similar expenses saved by Defendants) and Defendants’ conduct toward the Plaintiffs (allegedly making use of their land by operating the adjacent Site as a dump). In Hirsch, the Court of Appeal actually permitted the claim to survive as to the conduct that harmed the plaintiffs, though that conduct (charging unjustified escrow fees) fit more simply into an unjust enrichment framework. (See Hirsch, supra, 107 Cal.App.4th at 721.)
In Sepanossian v. National Ready Mixed Concrete Co. (2023) 97 Cal.App.5th 192 (Sepanossian), the plaintiffs challenged the defendant’s “energy” and “environmental” fees as having no relation to any energy or environmental costs incurred by the defendant. (Id. at 197.) The Court of Appeal found the plaintiff’s unjust enrichment claim was barred by the existence of an express contract governing the parties’ relationship, an independently sufficient ground for rejecting the claim. (Id. at 207.) However, the Court of Appeal also found that the plaintiff’s remedies at law were adequate, making restitution unnecessary. (Id. at 207-208.) The conduct, injury, and remedy sought in the unjust enrichment claim were identical to the other claims: “that Ready Mix was unjustly enriched by customers paying fees that were fraudulent and unfair under the UCL, and that such customers are entitled to recover those fees from Ready Mix. The unjust enrichment claim merely incorporates the allegations, derivative of the UCL claim, that Ready Mix received a financial advantage—money obtained from misleadingly named fees charged to its customers—which it unjustly retained at their expense.” (Id. at 208.) Here, on the other hand, Plaintiffs seek legal damages from the injury arising from trespass and nuisance that are separate and distinct from the unjust enrichment remedy being sought. Sepanossian is thus not instructive.
In City of Oakland v. Oakland Raiders (2022) 83 Cal.App.5th 458 (Oakland Raiders), the city sued the Oakland Raiders for moving to Las Vegas without complying with the procedure in the constitution of the National Football League for the approval of club relocations. (Id. at 463.) After rejecting the city’s first claim that it was a third-party beneficiary of the NFL’s agreements with the Raiders, the Court of Appeal turned to the unjust enrichment claim. (Id. at 476-477.) The Court of Appeal first stated it was “questionable” whether the city could maintain its unjust 7 enrichment theory, because it was asserting “a quasi-contract action to enforce rights created by a contract to which plaintiff is not a third party beneficiary.” (Id. at 478.) The Court then stated:
even if such a theory is valid, it would not apply to the City's claim. As the Restatement explains, where someone other than the plaintiff provided the benefit the defendants allegedly unjustly retained, as between the plaintiff and the defendant, the plaintiff is entitled to restitution from the defendant where the plaintiff “has a better legal or equitable right.” (Rest.3d Restitution and Unjust Enrichment, § 48.) The Restatement cautions that the requirement the plaintiff “demonstrate ‘a better legal or equitable right’ to the benefit in question is actually highly restrictive.” (Id., com. i, p. 159.) The plaintiff must “identify a right in the disputed assets that is both recognized, and accorded priority over the interest of the defendant, under the law of the jurisdiction. Proof merely that the defendant has received a windfall, that the [plaintiff] has been ill-treated, and that the third party's payment to the defendant (or the defendant's retention of payment as against the [plaintiff]) violates rules of good faith, basic fairness, or common decency, does not suffice to make out a claim in restitution.” [Citations.] (Id at 479.)
As in LeBrun, the Raiders’ and the NFL’s benefit was highly attenuated from the harm to the city, and indeed, the Court of Appeal had already concluded that there was no legally cognizable harm (as the city had no third-party contractual rights). Here, Defendants do not challenge many of Plaintiffs’ causes of action, including for the torts of nuisance and trespass, and that tortious conduct (which allegedly burdened Plaintiffs’ land) is the direct foundation for the unjust enrichment alleged. This circumstance distinguishes the vast majority of Defendants’ authority, none of which involve legally sufficient tortious conduct creating a burden that resulted in a benefit to the defendant, nor any tort claim whose ill-gotten proceeds the plaintiff seeks to reach by restitution. (See LeBrun, supra, 68 Cal.App.5th at 209 [plaintiff’s only other cause of action, for fraud, legally unavailable]; Peterson, supra, 164 Cal.App.4th at 1588 [plaintiff lacked any other cause of action for recovery of commission, and the unjust enrichment claim was “based upon violations of the Insurance Code for which no private right of action exists”]; Oakland Raiders, supra, 83 Cal.App.5th at 476-477 [plaintiff’s only other cause of action, for breach of contract as third-party beneficiary, unavailable]; Hirsch, supra, 107 Cal.App.4th at 716 [trial court had already rejected breach of fiduciary duty, conversion, negligence, and conversion, leaving only unjust enrichment]; see also Sepanossian, supra, 97 Cal.App.5th at 207 [the plaintiff had an express contract with the defendant, barring an unjust enrichment claim].) These distinctions are particularly relevant to Defendants’ alternative argument that the California Integrated Waste Management Act (CIWMA) and its implementing regulations do not contain a private right of action, and that Plaintiffs’ numerous allegations of violations of the CIWMA demonstrate that the unjust enrichment claim is an attempt to create a private right of action where none exists. In Peterson, the case Defendants cite on this point, there was no tort theory on which the plaintiffs could premise recovery, and the plaintiffs had gotten precisely what they bargained for (there, insurance for cell phones, albeit sold by an entity not licensed to sell insurance). (Peterson, supra, 164 Cal.App.4th at 1591.) Here meanwhile, the legal sufficiency of Plaintiffs’ tort theories (nuisance and trespass) remains unchallenged. The fact 8 that this tortious conduct might also violate laws for which there is no private right of action does not shield Defendants from a claim for unjust enrichment, at least so long as those tort claims remain viable.
The parties spill much ink on whether Plaintiffs are seeking a forbidden private remedy under the CIWMA and whether the federal Resource Conservation and Recovery Act (RCRA, 42 U.S.C. §§ 6941, et seq.) permits a private right of action such that none is needed under the CIWMA.
For the reasons already discussed, Defendants’ authority (particularly Peterson) concerns distinct situations in which unjust enrichment was pled as a “last-ditch” effort to assert some theory of liability where no other theory was available. Here, Plaintiffs allege seemingly sufficient nuisance and trespass claims and seek to use unjust enrichment to recover restitution for the burden imposed by the conduct and reach the ill-gotten benefits of that conduct. Peterson is no bar.
At the hearing, counsel for American Reclamation urged that Plaintiffs must allege a superior legal or equitable right to the money they seek to recover by unjust enrichment, citing sections 47 and 48 of the Restatement (Third) of Restitution and Unjust Enrichment:
If a third person makes a payment to the defendant in respect of an asset belonging to the claimant, the claimant is entitled to restitution from the defendant as necessary to prevent unjust enrichment.
(Rest.3d Restitution and Unjust Enrichment, § 47.)
If a third person makes a payment to the defendant to which (as between claimant and defendant) the claimant has a better legal or equitable right, the claimant is entitled to restitution from the defendant as necessary to prevent unjust enrichment. (Rest.3d Restitution and Unjust Enrichment, § 48.)
Neither principle is applicable to the circumstances alleged. Plaintiffs do not assert a right to payments made by third people to Defendants, but rather a right to money held by Defendants which Defendants avoided having to pay to third parties by engaging in the unlawful dumping complained of.
Defense counsel also broadly urged the Court to follow the dictates of the Restatement (Third) of Restitution and Unjust Enrichment arguing that the Court’s ruling is contrary to its teachings. A review of the relevant Restatement sections demonstrates, however, that the restitution sought here is consistent with the Restatement’s principles. For example, Section 40 of the Restatement recognizes that “[a] person who obtains a benefit by an act of trespass . . . is liable in restitution to the victim of the wrong,” and that the measure of recovery for trespass and similar wrongs “often depends on the blameworthiness of the defendant’s conduct,” such that “a conscious wrongdoer will be stripped of gains from unauthorized interference with another’s property.” (Rest.3d, Restitution and Unjust Enrichment, § 40, and Com. b; see also § 51 [“the unjust enrichment of a conscious wrongdoer, . . . , is the net profit attributable to the underlying wrong,” to serve the “object of restitution . . . to eliminate profit from wrongdoing”].) Moreover, 9 as reflected in the quotation from Walsh above, the 2007 ruling in that case was grounded in part on guidance from the draft Restatement (Third) on Restitution that was available at that time. (Walsh, supra, at p. 542.)
For the foregoing reasons, the Court will overrule the demurrer to the Eighth Cause of Action for Unjust Enrichment.
II. MOTION TO STRIKE RESTITUTION AND DISGORGEMENT
ALLEGATIONS AND PRAYERS
American Reclamation moves to strike the following portions of Plaintiffs’ FAC, designated by asterisks and bold text:
185. Plaintiffs seek such relief as is available pursuant to *§ 17203 of the UCL,* including public injunctive relief, as this Court may determine appropriate, as well as fees and costs pursuant to, inter alia, Cal. Code Civ. Proc. Section 1021.5. …
V. Jury Trial Demanded and Prayer for Relief
WHEREFORE, Plaintiffs request that the Court enter an order or judgment against Defendants as follows:
…
2. Enter judgment in favor of Plaintiffs against Defendants for loss of property value, stigma, loss of use and enjoyment, cost of appropriate mitigation and remediation measures, *unjust enrichment* and for all other relief, in an amount to be proven at trial, as to which they may be entitled, including attorney’s fees, interest, fees and costs of this suit;
*3. Equitable relief in the form of the disgorgement of funds received by Defendants for the unlawful dump, including all revenue generated by the collecting and transporting of waste to the Site;*
(FAC, pp. 35, 37.)
American Reclamation correctly contends that the restitution available under the UCL, Bus. & Prof. Code § 17200 et seq. does not include nonrestitutionary disgorgement of profits. (See Korea Supply Co. v. Lockheed Martin Corp. (2003) 29 Cal.4th 1134, 1148 [“Under the UCL, an individual may recover profits unfairly obtained to the extent that these profits represent monies given to the defendant or benefits in which the plaintiff has an ownership interest.”]) Plaintiffs do not dispute this. (See Opposition, p. 2.) At the hearing and on the record, Plaintiffs’ counsel expressly asserted that they were not seeking nonrestitutionary disgorgement of any kind under the UCL. However, as discussed above, Plaintiffs also state freestanding tort causes of action, as well as a freestanding cause of action for restitution.
Next, American Reclamation contends that Plaintiffs cannot seek disgorgement at all, because Defendants did not obtain the alleged profits from any dealing with Plaintiffs. American Reclamation does not present anything new on this point, and as discussed above, Plaintiffs’ 10 disgorgement remedy for Defendants’ alleged tortious conduct is not barred. (See Walsh, supra, 158 Cal.App.4th at 542 [“[I]t is not essential that money be paid directly to the recipient by the party seeking restitution….”]) To the extent that American Reclamation contends that it made no use of Plaintiffs’ properties, such that any profits it made are causally unconnected to Plaintiffs’ tort claims, that contention is premature. As discussed above, Plaintiffs’ allegations are sufficient at this stage to assert claims for restitution/unjust enrichment as to the benefits Defendants obtained from their use of the site to the extent they arise from the alleged tortious conduct. American Reclamation has not challenged the sufficiency of Plaintiffs’ allegations of nuisance and trespass against them.
American Reclamation then argues that to the extent Plaintiffs are praying for restitution for the diminution in value of their property from the migration of contaminants from the Sites, that is a type of damages not available as restitution. Like a demurrer, a motion to strike is concerned with removing defective matters from the face of the complaint. (Code Civ. Proc. § 437(a) [“The grounds for a motion to strike shall appear on the face of the challenged pleading or from any matter of which the court is required to take judicial notice.”]) None of the provisions identified in American Reclamation’s motion pray for recovery of the diminution in value of Plaintiffs’ properties as restitution rather than damages. The reference to Bus. & Prof. Code § 17203, while it alludes to monetary restitution, includes all other relief available under that section, and to strike it would wrongly deprive Plaintiffs of remedies to which they might very well be entitled under law. The Court is aware of no authority permitting it to clarify or modify Plaintiffs’ allegations to foreclose forms of relief rather than striking out portions of the complaint, and at the hearing, American Reclamation’s counsel supplied none.
American Reclamation’s arguments are therefore outside the scope of a motion to strike. To the extent American Reclamation suspects that Plaintiffs are seeking to recover diminution in value in an improper manner, that is a matter that may be brought to light by contention interrogatories or requests for admissions and then, if still in dispute, disposed of on a proper motion for summary adjudication of that claim for damages. (See Code Civ. Proc. § 437c(t).) In any event, it is premature to adjudicate Plaintiffs’ entitlement to a particular form of damages under a particular theory when the litigation is not yet at issue.
For these reasons, the Court will deny American Reclamation’s motion to strike in its entirety.
CONCLUSION
For the foregoing reasons, the demurrer by Athens is OVERRULED, and the motion to strike by American Reclamation is DENIED. Defendants are directed to file Answers to the Complaint within 20 days of this order. Clerk to give notice.
1 Ruling on Matter Taken Under Submission
Judge Theresa M. Traber, Department 1
HEARING DATE: January 22, 2026
CASE: Ashley Mroz v. Arakelian Enterprises, Inc. et al.
CASE NO.: 25STCV02747
DEMURRER
Moving Parties: Defendants Arakelian Enterprises, Inc. d/b/a Athens Services and Athens Disposal Company, Inc. (Manatt, Phelps & Phillips LLP) and Ecology Auto Parts, Inc. (Hall Griffin LLP), joined by California Waste Services, LLC (MNK Law, APC), Universal Waste Systems, Inc. (Bick Law LLP), and the Shin Family Trust and Jung M. Shin (StilesPomeroy LLP and Law Office of Ho-El Park, P.C.).
Responding Party: Plaintiff Ashley Mroz (Nidel & Nace PLLC) Ruling: Demurrer overruled.
This is a complex action which is related to another complex action (Akopyan et al. v. Arakelian Enterprises, Inc. et al., Case No. 24STCV33877), all of which relate to alleged illegal dumping at the property located at 18350 West Ave. F8, Lancaster, CA 93536, Assessor’s Parcel No. 3249-007-001 (the Property or the Site). The plaintiff in this case is Ashley Mroz (Plaintiff), and the defendants are Arakelian Enterprises, Inc. d/b/a Athens Services, Athens Disposal Company, Inc. (collectively Athens), Universal Waste Systems, Inc. (Universal), California Waste Services, LLC (CWS), the Shin Family Trust, and Jung M. Shin, among others.
Plaintiffs allege that these and other defendants have caused solid waste to be dumped at the Site, and sue for private and public nuisance, trespass, negligence, negligence per se, strict liability (ultrahazardous activity), violation of the Unfair Competition Law (UCL, Bus. & Prof. Code § 17200 et seq.), and unjust enrichment.
Athens demurs to the Eighth Cause of Action for Unjust Enrichment. Ecology, CWS, Universal, Jung M. Shin, and the Shin Family Trust join in the demurrer.
LEGAL STANDARDS
A demurrer tests the sufficiency of a complaint as a matter of law and raises only questions of law. (Code Civ. Proc. § 589; Schmidt v. Foundation Health (1995) 35 Cal.App.4th 1702, 1706.) When considering demurrers, courts read the allegations liberally and in context. (Taylor v. City of Los Angeles Dept. of Water and Power (2006) 144 Cal.App.4th 1216, 1228.) In a demurrer n
E-Served: Jan 27 2026 10:51AM PST Via Case Anywhere
2 proceeding, the defects must be apparent on the face of the pleading or by proper judicial notice. (Code Civ. Proc. § 430.30(a).) A demurrer tests the pleadings alone and not the evidence or other extrinsic matters. (SKF Farms v. Superior Court (1984) 153 Cal. App. 3d 902, 905.) Therefore, it lies only where the defects appear on the face of the pleading or are judicially noticed. (Ibid.) The only issue involved in a demurrer hearing is whether the complaint, as it stands, unconnected with extraneous matters, states a cause of action. (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747.)
“On demurrer the allegations of the complaint are assumed to be true. A demurrer is simply not the appropriate procedure for determining the truth of disputed facts.” (Ramsden v. Western Union (1977) 71 Cal.App.3d 873, 879.) “Less particularity is required when it appears that defendant has superior knowledge of the facts, so long as the pleading gives notice of the issues sufficient to enable preparation of a defense.” (Okun v. Superior Court (1981) 29 Cal.3d 442, 458.) “If the complaint states a cause of action under any theory, regardless of the title under which the factual basis for relief is stated, that aspect of the complaint is good against a demurrer.” (Quelimane Co. v. Stewart Title Guaranty Co. (1998) 19 Cal.4th 26, 38.) “[A] plaintiff is required only to set forth the essential facts of his case with reasonable precision and with particularity sufficient to acquaint a defendant with the nature, source and extent of his cause of action.” (Youngman v. Nevada Irrigation District (1969) 70 Cal.2d 240, 245; see also Doheny Park Terrace Homeowners Assn., Inc. v. Truck Ins. Exchange (2005) 132 Cal.App.4th 1076, 1099.)
I. DEMURRER TO UNJUST ENRICHMENT
Athens contends first that there is no cause of action for unjust enrichment. It is true that unjust enrichment is not a cause of action, but instead the result that might be obtained from a failure to make restitution. (Dinosaur Development, Inc. v. White (1989) 216 Cal.App.3d 1310, 1315; Melchior v. New Line Productions, Inc. (2003) 106 Cal.App.4th 779, 793.) However, this is a distinction without a difference; restitution and unjust enrichment are synonymous under California law. (Melchior v. New Line Productions, Inc., supra, 106 Cal.App.4th at 793.) For this reason, courts regularly discuss, without contradiction, “the elements of a claim for unjust enrichment [,]” which are “receipt of a benefit and unjust retention of the benefit at the expense of another.” (Lyles v. Sangadeo-Patel (2014) 225 Cal.App.4th 759, 769, quoting Prakashpalan v. Engstrom, Lipscomb & Lack (2014) 223 Cal.App.4th 1105, 1132.) This is no ground on which to reject the cause of action.
Next, Athens contends that Plaintiff is not entitled to restitution, as Athens has not received any benefit from Plaintiff which it ought equitably to restore to her. In seeming anticipation of this argument, Plaintiff’s operative First Amended Complaint (FAC) alleges:
210. In using the properties adjoining Plaintiff and Class Members’ properties to dump solid waste, which trespassed onto Plaintiff and Class Members’ properties, Defendants derived substantial benefit directly from Plaintiff and Class Members. Plaintiff and Class Members’ lands were effectively converted into a de facto waste disposal facility, which enabled Defendants to avoid millions of dollars in tipping fees, landfill compliance costs, and operational expenses. Under California law, a “benefit” connotes “any form of 3 advantage” not only direct payments of money. CACI 375 quoting Ghirardo v. Antonioli (1996) 14 Cal. 4th 39, 51. Plaintiff and Class Members conferred these benefits by bearing the burdens of trespass, contamination, and diminished use and enjoyment of their properties.
As the Court understands it, by this paragraph, Plaintiffs are alleging that by operating or making use of a dumping operation at the Site, Defendants were effectively using Plaintiffs’ properties as a dump, and that Plaintiffs are entitled through restitution to the value of the improper use Defendants made of Plaintiffs’ properties, as measured by the substantial disposal and compliance costs Defendants avoided by burdening Plaintiffs’ property.
Plaintiffs rely on County of San Bernardino v. Walsh (2007) 158 Cal.App.4th 533 (Walsh) to advance their theory of restitution. Walsh involved a bribery scheme in San Bernardino County whereby a solid waste company executive (the eponymous Walsh) collaborated with a company consultant (Mays), who was the former county administrative officer, to bribe the current county administrator (Hlawek) to obtain county contracts and other money from the county for the solid waste company and other companies affiliated with Mays and Walsh. (Id. at 538-539.) After a bench trial, the Trial Court awarded judgment against Mays and Walsh which included disgorgement of the ill-gotten gains they obtained from the scheme, which Mays and Walsh contended were not properly included in the damages to the county. (Id. at 540, 541.) Held the Court of Appeal:
Unjust enrichment is an equitable principle that underlies “various legal doctrines and remedies.” [Citation.] It is based on the idea that “one person should not be permitted unjustly to enrich himself at the expense of another, but should be required to make restitution of or for property or benefits received, retained, or appropriated, where it is just and equitable that such restitution be made, and where such action involves no violation or frustration of law or opposition to public policy, either directly or indirectly.” [Citations.]
Typically, the defendant's benefit and the plaintiff's loss are the same, and restitution requires the defendant to restore plaintiff to his or her original position. [Citations.] The principle of unjust enrichment, however, is broader than mere “restoration” of what the plaintiff lost. Many instances of “liability based on unjust enrichment ... do not involve the restoration of anything the claimant previously possessed ... includ[ing] cases involving the disgorgement of profits ... wrongfully obtained....” (Rest.3d Restitution and Unjust Enrichment (Discussion Draft 2000) § 1, com. c.) “[T]he public policy of this state does not permit one to ‘take advantage of his own wrong’ ” regardless of whether the other party suffers actual damage. [Citation.] Where “a benefit has been received by the defendant but the plaintiff has not suffered a corresponding loss or, in some cases, any loss, but nevertheless the enrichment of the defendant would be unjust ... [t]he defendant may be under a duty to give to the plaintiff the amount by which [the defendant] has been enriched.” [Citation.]
“ ‘[I]t is not essential that money be paid directly to the recipient by the party seeking restitution....’ ” [Citations.] The emphasis is on the wrongdoer's enrichment, not the 4 victim's loss. In particular, a person acting in conscious disregard of the rights of another should be required to disgorge all profit because disgorgement both benefits the injured parties and deters the perpetrator from committing the same unlawful actions again. [Citations.] Disgorgement may include a restitutionary element, but it “ ‘may compel a defendant to surrender all money obtained through an unfair business practice ... regardless of whether those profits represent money taken directly from persons who were victims of the unfair practice.’ ” [Citation.] Without this result, there would be an insufficient deterrent to improper conduct that is more profitable than lawful conduct. (Id. at 542-543.) Walsh provides strong support for Plaintiffs’ theory of restitution. (See also 1 Witkin, Summary 11th Contracts, Nature of Restitution, § 1050 (2025); Ajaxo v. E*Trade Group (2005) 135 C.A.4th 21, 54-56 [in action by developer of wireless stock trading technology against Internet stock trading company for breach of mutual nondisclosure agreement, evidence of money saved by trading company when it breached agreement demonstrated that trading company was unjustly enriched by breach and owed restitution to developer as measured the benefit received, including the saved development costs].) Defendants contend that there is no allegation Defendants retained a benefit otherwise payable to Plaintiff, and therefore Plaintiff’s claim for unjust enrichment cannot stand. As Defendants’ own citations recognize, the law defines a benefit as “any form of advantage,” and that benefit “may take any form, direct or indirect[,]” including “[a] saved expenditure or discharged obligation[.]” (Professional Tax Appeal v. Kennedy-Wilson Holdings, Inc. (2018) 29 Cal.App.5th 230, 238.) It is true that many unjust enrichment cases involve straightforward diversions or theft of benefits due to the plaintiff by the defendant. (See, e.g., Ghirardo v. Antonioli (1996) 14 Cal.4th 39, 43 [defendant underpaid plaintiff for reconveyance of a deed of trust, obtaining a benefit in the form of funds not paid]; Ward v. Taggart (1959) 51 Cal.2d 736, 739-740, 742 [rather than convey offer from plaintiff to seller of property, defendant falsely told plaintiff only a higher price would obtain the property, then purchased the property for less and sold it to the plaintiff at a markup, pocketing the difference].) However, nothing Defendants present forbids a plaintiff from reaching the ill-gotten gains of an unlawful scheme through a claim for restitution. Walsh expressly so provides. (See Walsh, supra, 158 Cal.App.4th at 543.) Defendants contend that Walsh is not applicable, because the money used by the waste management company to pay the disgorged kickbacks had been obtained from the improperlyapproved contract that the company had procured through bribery. (See Walsh, supra, 158 Cal.App.4th 533, 543-544.) But here, Plaintiffs allege that the benefits from the use of the Site, in the form of avoiding tipping fees and associated costs, came at least partly from Plaintiffs, in that use of the Site involved a use of and burden on their land as well. (See FAC, ¶ 188, supra.) Peterson v. Cellco Partnership (2008) 164 Cal.App.4th 1583 recognized the connection between the county’s loss and the bribers’ gains while rejecting Walsh’s broader equitable holding that “the public policy of this state does not permit one to ‘take advantage of his own wrong[.]’” (Id. at 1594, quoting Walsh, supra, 158 Cal.App.4th at 542.) Plaintiffs’ theory does not require the equitable pronouncements of Walsh’s dicta to withstand demurrer.
The cases relied on by Defendants do not counsel a different result. LeBrun v. CBS Television Studios, Inc. (2021) 68 Cal.App.5th 199 (LeBrun) is not to the contrary, and involved distinct 5 legal issues which informed the unjust enrichment analysis. There, the plaintiffs were hired by the studio to play armed criminals robbing a jewelry store in a scene to be filmed on location in New Orleans, Louisiana for a scripted television show. (Id. at 202.) Unbeknownst to them, no one had obtained permits to shoot the scene, nor informed local authorities or neighboring businesses, and a SWAT team responded to the scene and arrested the plaintiffs at gunpoint. (Id. at 202-203.) The plaintiffs sued the television studio in California for fraud and unjust enrichment, seeking, among other things, disgorgement of the profits from advertising and syndication of the episode in which the robbery appeared. (Id. at 204-205.) The Court of Appeal first rejected the fraud claim, as it arose in Louisiana, was time-barred under Louisiana law, and was therefore time-barred in California by statute. (LeBrun, supra, 68 Cal.App.5th at 209; see also Code Civ. Proc. § 361 [“When a cause of action has arisen in another State, or in a foreign country, and by the laws thereof an action thereon cannot there be maintained against a person by reason of the lapse of time, an action thereon shall not be maintained against him in this State, except in favor of one who has been a citizen of this State, and who has held the cause of action from the time it accrued.”]) Next, the Court of Appeal turned to the unjust enrichment claim, which the plaintiffs sought to justify by arguing that the television studio should not be allowed to profit from its conscious disregard of their rights. (Id. at 211.) The Court rejected this contention, as “the duty to disgorge such profits arises only as a remedy for a validly asserted cause of action” and the plaintiffs’ only other cause of action, fraud, was barred as a matter of law. (Ibid.) Here, Defendants do not argue that Plaintiff lacks any cause of action against them whatsoever and have not challenged any of Plaintiff’s other causes of action, including nuisance and trespass. Moreover, the LeBrun plaintiffs sought disgorgement of all profits the studio made from the episode involving the robbery scene, irrespective of their connection to the wrongdoing. As discussed above, there is a connection alleged between the benefit to the Defendants and the burden to Plaintiff, namely the money Defendants allegedly saved by using the Site and Plaintiff’s property as an illegal dump. These gains are fairly traceable to the wrongdoing at issue in a way the LeBrun gains were not. LeBrun does not undermine Plaintiff’s cause of action here.
Defendants’ other authorities are similarly unhelpful. In Hirsch v. Bank of America (2003) 107 Cal.App.4th 708 (Hirsch), the plaintiffs sued a number of large banks for their practice of making disguised interest payments to escrow companies on deposited escrow funds, in violation of prohibitions on paying interest on such accounts, and sought disgorgement of those payments to the people whose funds were deposited. (Id. at 711.) The Court of Appeal held that the plaintiffs had no right to receive the supposed interest paid to escrow companies and would not have had a right to any interest had the defendants violated the law or had the plaintiffs opened the accounts themselves (as federal law prohibited interest on those accounts). (Id. at 717-718.) The Court expressly held that there was “no wrongful conduct that Banks inflicted directly on appellants.” (Id. at 718.) Here, Defendants do not challenge Plaintiff’s allegations of a direct wrong, stemming from the dumping itself. There is a direct link between at least some of the funds Plaintiff seeks to reach by restitution (unpaid tipping fees and similar expenses saved by Defendants) and Defendants’ conduct toward Plaintiff (allegedly making use of their land by operating the adjacent Site as a dump). In Hirsch, the Court of Appeal actually permitted the claim to survive as to the conduct that harmed the plaintiffs, though that conduct (charging 6 unjustified escrow fees) fit more simply into an unjust enrichment framework. (See Hirsch, supra, 107 Cal.App.4th at 721.)
In Sepanossian v. National Ready Mixed Concrete Co. (2023) 97 Cal.App.5th 192 (Sepanossian), the plaintiffs challenged the defendant’s “energy” and “environmental” fees as having no relation to any energy or environmental costs incurred by the defendant. (Id. at 197.) The Court of Appeal found the plaintiff’s unjust enrichment claim was barred by the existence of an express contract governing the parties’ relationship, an independently sufficient ground for rejecting the claim. (Id. at 207.) However, the Court of Appeal also found that the plaintiff’s remedies at law were adequate, making restitution unnecessary. (Id. at 207-208.) The conduct, injury, and remedy sought in the unjust enrichment claim were identical to the other claims: “that Ready Mix was unjustly enriched by customers paying fees that were fraudulent and unfair under the UCL, and that such customers are entitled to recover those fees from Ready Mix. The unjust enrichment claim merely incorporates the allegations, derivative of the UCL claim, that Ready Mix received a financial advantage—money obtained from misleadingly named fees charged to its customers—which it unjustly retained at their expense.” (Id. at 208.) Here, on the other hand, Plaintiff seeks legal damages from the injury arising from trespass and nuisance that are separate and distinct from the unjust enrichment remedy being sought. Sepanossian is thus not instructive.
In City of Oakland v. Oakland Raiders (2022) 83 Cal.App.5th 458 (Oakland Raiders), the city sued the Oakland Raiders for moving to Las Vegas without complying with the procedure in the constitution of the National Football League for the approval of club relocations. (Id. at 463.) After rejecting the city’s first claim that it was a third-party beneficiary of the NFL’s agreements with the Raiders, the Court of Appeal turned to the unjust enrichment claim. (Id. at 476-477.) The Court of Appeal first stated it was “questionable” whether the city could maintain its unjust enrichment theory, because it was asserting “a quasi-contract action to enforce rights created by a contract to which plaintiff is not a third party beneficiary.” (Id. at 478.) The Court then stated:
even if such a theory is valid, it would not apply to the City's claim. As the Restatement explains, where someone other than the plaintiff provided the benefit the defendants allegedly unjustly retained, as between the plaintiff and the defendant, the plaintiff is entitled to restitution from the defendant where the plaintiff “has a better legal or equitable right.” (Rest.3d Restitution and Unjust Enrichment, § 48.) The Restatement cautions that the requirement the plaintiff “demonstrate ‘a better legal or equitable right’ to the benefit in question is actually highly restrictive.” (Id., com. i, p. 159.) The plaintiff must “identify a right in the disputed assets that is both recognized, and accorded priority over the interest of the defendant, under the law of the jurisdiction. Proof merely that the defendant has received a windfall, that the [plaintiff] has been ill-treated, and that the third party's payment to the defendant (or the defendant's retention of payment as against the [plaintiff]) violates rules of good faith, basic fairness, or common decency, does not suffice to make out a claim in restitution.” [Citations.] (Id at 479.)
7 As in LeBrun, the Raiders’ and the NFL’s benefit was highly attenuated from the harm to the city, and indeed, the Court of Appeal had already concluded that there was no legally cognizable harm (as the city had no third-party contractual rights). Here, Defendants do not challenge many of Plaintiff’s causes of action, including for the torts of nuisance and trespass, and that tortious conduct (which allegedly burdened Plaintiffs’ land) is the direct foundation for the unjust enrichment alleged. This circumstance distinguishes the vast majority of Defendants’ authority, none of which involve legally sufficient tortious conduct creating a burden that resulted in a benefit to the defendant, nor any tort claim whose ill-gotten proceeds the plaintiff seeks to reach by restitution. (See LeBrun, supra, 68 Cal.App.5th at 209 [plaintiff’s only other cause of action, for fraud, legally unavailable]; Peterson, supra, 164 Cal.App.4th at 1588 [plaintiff lacked any other cause of action for recovery of commission, and the unjust enrichment claim was “based upon violations of the Insurance Code for which no private right of action exists”]; Oakland Raiders, supra, 83 Cal.App.5th at 476-477 [plaintiff’s only other cause of action, for breach of contract as third-party beneficiary, unavailable]; Hirsch, supra, 107 Cal.App.4th at 716 [trial court had already rejected breach of fiduciary duty, conversion, negligence, and conversion, leaving only unjust enrichment]; see also Sepanossian, supra, 97 Cal.App.5th at 207 [the plaintiff had an express contract with the defendant, barring an unjust enrichment claim].) These distinctions are particularly relevant to Defendants’ alternative argument that the California Integrated Waste Management Act (CIWMA) and its implementing regulations do not contain a private right of action, and that Plaintiff’s numerous allegations of violations of the CIWMA demonstrate that the unjust enrichment claim is an attempt to create a private right of action where none exists. In Peterson, the case Defendants cite on this point, there was no tort theory on which the plaintiffs could premise recovery, and the plaintiffs had gotten precisely what they bargained for (there, insurance for cell phones, albeit sold by an entity not licensed to sell insurance). (Peterson, supra, 164 Cal.App.4th at 1591.) Here meanwhile, the legal sufficiency of Plaintiff’s tort theories (nuisance and trespass) remains unchallenged. The fact that this tortious conduct might also violate laws for which there is no private right of action does not shield Defendants from a claim for unjust enrichment, at least so long as those tort claims remain viable.
The parties spill much ink on whether Plaintiff is seeking a forbidden private remedy under the CIWMA and whether the federal Resource Conservation and Recovery Act (RCRA, 42 U.S.C. §§ 6941 et seq.) permits a private right of action such that none is needed under the CIWMA.
For the reasons already discussed, Defendants’ authority (particularly Peterson) concerns distinct situations in which unjust enrichment was pled as a “last-ditch” effort to assert some theory of liability where no other theory was available. Here, Plaintiff alleges seemingly sufficient nuisance and trespass claims, and seeks to use unjust enrichment to recover restitution for the burden imposed by the conduct and reach the ill-gotten benefits of that conduct. Peterson is no bar.
At the hearing, counsel for American Reclamation urged that Plaintiffs must allege a superior legal or equitable right to the money they seek to recover by unjust enrichment, citing sections 47 and 48 of the Restatement (Third) of Restitution and Unjust Enrichment:
8 If a third person makes a payment to the defendant in respect of an asset belonging to the claimant, the claimant is entitled to restitution from the defendant as necessary to prevent unjust enrichment.
(Rest.3d Restitution and Unjust Enrichment, § 47.)
If a third person makes a payment to the defendant to which (as between claimant and defendant) the claimant has a better legal or equitable right, the claimant is entitled to restitution from the defendant as necessary to prevent unjust enrichment. (Rest.3d Restitution and Unjust Enrichment, § 48.)
Neither principle is applicable to the circumstances alleged. Plaintiffs do not assert a right to payments made by third people to Defendants, but rather a right to money held by Defendants which Defendants avoided having to pay to third parties by engaging in the unlawful dumping complained of.
Defense counsel also broadly urged the Court to follow the dictates of the Restatement (Third) of Restitution and Unjust Enrichment arguing that the Court’s ruling is contrary to its teachings. A review of the relevant Restatement sections demonstrates, however, that the restitution sought here is consistent with the Restatement’s principles. For example, Section 40 of the Restatement recognizes that “[a] person who obtains a benefit by an act of trespass . . . is liable in restitution to the victim of the wrong,” and that the measure of recovery for trespass and similar wrongs “often depends on the blameworthiness of the defendant’s conduct,” such that “a conscious wrongdoer will be stripped of gains from unauthorized interference with another’s property.” (Rest.3d, Restitution and Unjust Enrichment, § 40, and Com. b; see also § 51 [“the unjust enrichment of a conscious wrongdoer, . . . , is the net profit attributable to the underlying wrong,” to serve the “object of restitution . . . to eliminate profit from wrongdoing”].) Moreover, as reflected in the quotation from Walsh above, the 2007 ruling in that case was grounded in part on guidance from the draft Restatement (Third) on Restitution that was available at that time. (Walsh, supra, at p. 542.)
For the foregoing reasons, the Court will overrule the demurrer to the Eighth Cause of Action for Unjust Enrichment.
CONCLUSION
For the foregoing reasons, the demurrer by Athens is OVERRULED. Defendants are directed to file answers to the Complaint within 20 days of this order. Clerk to give notice.
ATTACHMENT #1
DPW: 810-40\etm\ev\\Council\2024\070224\First Amendment to SWFA Att 1.docx
FIRST AMENDMENT
TO COLLECTION SERVICES AGREEMENT
FOR THE PROVISION OF
RESIDENTIAL AND COMMERCIAL
SOLID WASTE, RECYCLABLE MATERIALS AND ORGANICS COLLECTION
SERVICES
Contract No. 12672-2021
This First Amendment (“Amendment”) is dated this 2nd day of July, 2024, by and between the City of Thousand Oaks, a municipal corporation (“City”), and Arakelian Enterprises, Inc. DBA Athens Services (“Contractor”). City and Contractor may hereinafter be individually referred to as “Party” or collectively as the “Parties.”
RECITALS
A. WHEREAS, City and Contractor are parties to that certain Collection Services Agreement for the Provision of Residential and Commercial Solid Waste, Recyclable Materials and Organics Collection Services effective January 1, 2022 (“Agreement”); and
B. WHEREAS City is in need of adding language to the contract to comply with the requirements of the Levine Act; and
C. WHEREAS, the Parties have determined that it is mutually beneficial to clarify some terms pertaining to the provision of services specified in this Amendment, while keeping all other terms intact.
NOW, THEREFORE, in consideration of the promises and covenants contained herein, the above recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree to amend the Agreement as follows:
TERMS
1. Food Recovery Program Plan Payment. A new Section 18.09.1 is hereby added to the Agreement as follows:
18.09.1 Food Recovery Program Payments. Contractor shall provide financial support for edible food recovery in the City in the amount of $12,500, increased annually by two and one-half percent (2.5%) (“Food Recovery Program Payments”). The Food Recovery Program Payments shall be disbursed by Contractor annually by December 31 each year beginning in 2022, to provide direct assistance to the community in accordance with and in satisfaction of Contractor’s support obligations specified in Section 18.09 above and Exhibit 12 (Sustainability and Compliance Plan).
DPW: 810-40\etm\ev\\Council\2024\070224\First Amendment to SWFA staff Att1.docx
2. Reimbursement for the Annual Subscription Cost for Waste Reporting System. Section 3.06.4 is hereby deleted in its entirety and replaced with the following:
3.06.4 Reimbursement for the Annual Subscription Cost for Waste Reporting System. Contractor shall reimburse City annually for cost of subscription to Waste Reporting System software services, not-to-exceed $25,000 per year annually adjusted for CPI. Payment is due within thirty (30) days of receipt of invoice.
Notwithstanding the foregoing, in lieu of a subscription to Waste Reporting System software, Contractor may elect to provide City with access to and any necessary training for use of a comparable Contractor-hosted and City-approved Waste Reporting System.
3. Community Program Support. Section 3.06.5 is hereby deleted in its entirety and replaced with the following:
3.06.5 Community Support Program. Contractor shall provide support to the community in accordance with that certain Memorandum of Understanding (Contract No. 13176-2023), as may be amended, and which is incorporated by reference herein, equal to $200,000 per year for the Term, including any extension of the Term in accordance with Section 2.02.
4. Payments and Fees. Section 3.06 is hereby renamed from “Contractor’s Payments to City” to “Payments and Fees”, and Section 3.06.13 is hereby added to read as follows:
3.06.13 Landfill Facility Fees. The City shall reimburse the Contractor quarterly for Facility Fees received by the City from the Simi Valley Landfill under the City’s Landfill Agreement with Waste Management of California, Inc. (Contract # 4335- 99).
5. Adjustments to Maximum Service Rates. Section 4.05 is hereby amended to read as follows:
4.05 Adjustments to Maximum Service Rates using Consumer Price Index (CPI).
Beginning on January 1, 2023, and annually thereafter, Contractor shall, subject to compliance with all provisions of this Section, receive an annual adjustment to all rates as set forth in Exhibit 1 to this Agreement.
6. Collection Vehicles. The first sentence of Section 16.01.3 is hereby deleted in its entirety and replaced with the following:
Contractor must use new Collection Vehicles at the start of this Agreement and may not use any Collection Vehicle that is more than fifteen (15) years old during the term of the Agreement.
7. Quarterly Reporting; Additional Reporting Items. A new Section 20.02.2(9) is hereby added to the Agreement as follows:
DPW: 810-40\etm\ev\\Council\2024\070224\First Amendment to SWFA staff Att1.docx
9. Additional Reporting Items. The quarterly report shall include data addressing alternative fuel usage, Large Item (Bulky Waste) collection, HHW home collection, vehicle mechanic fluid leaks (hydraulic spills), free landfill day, street sweeping, traffic accidents, and landfill Facility Fees paid by Contractor to Simi Valley Landfill.
8. Street Sweeping Services; Residential Streets. Exhibit 7, Section E.7.09.1.2 is hereby deleted in its entirety and replaced with the following:
E7.09.1.2 All private residential streets within the City limits except streets within MFD-C areas, provided that Contractor obtains access from the Home Owners Association on mutually agreeable terms and conditions. Individual Home Owners Associations may negotiate directly with Contractor for more frequent street sweeping at the Home Owners Association’s sole expense.
9. HHW Home Collection Operations Plan. All references to IDR Environmental Services or Veolia Environmental Services are hereby deleted or substituted by “designated subcontractor” where appropriate.
10. Levine Act. A new Section 37.03 is hereby added to the Contract in compliance with requirements of the Levine Act which shall read as follows:
37.03 LEVINE ACT COMPLIANCE
California Government Code section 84308 (Levine Act) prohibits any Thousand Oaks City Council member from participating in any action related to a contract, agreement, or franchise agreement if the councilmember receives a campaign contribution totaling more than $250 (aggregated) from the party to the contract, agreement, or franchise agreement, an agent of the party, or any financially interested participant who actively supports or opposes the matter within the previous twelve (12) months. Councilmembers must also disclose any eligible campaign contribution received on the record of the proceeding.
Councilmembers are also prohibited from soliciting, accepting or directing campaign contributions totaling more than $250 (aggregated) from the applicant or party, an agent of the applicant/party, or any financially interested participant who actively supports or opposes the matter within the previous twelve (12) months, and for twelve (12) months following the date a final decision on the contract/agreement is made.
The Levine Act also required parties to a contract, agreement, or franchise agreement to disclose any campaign contribution over $250 (aggregated) within the preceding twelve (12) months by the party to the agreement, contract, or franchise agreement. The Levine Act does not apply to competitively bid, labor, or personal employment contracts.
In order to assure compliance with these requirements, Party/Consultant/Service Provider has provided the disclosure requirements identified in the Levine Act DPW: 810-40\etm\ev\\Council\2024\070224\First Amendment to SWFA staff Att1.docx
Disclosure Form, attached as Exhibit 16, incorporated herein by reference, and Contractor verifies by its signature that it has completed Exhibit 16 in compliance of these requirements.
Contractor shall also be responsible for understanding and complying with requirements of Government Code section 84308, which prohibits parties to a contract/agreement, as well as their agents and representatives, from contributing more than $250 (aggregated) to a City Council member of the City of Thousand Oaks for the 12 months prior to the award of this Agreement, and for the 12 months following award of this Agreement. Where applicable, Contractor shall disclose any post award campaign contributions prior to seeking an amendment to this Agreement.
11. Amendment Effective Date. Except as otherwise specified in this Amendment, the Amendment shall be effective as of July 1, 2024 with the same force and effect as if this Amendment had been executed on that date.
12. Due Execution. The person(s) executing this Amendment on behalf of a Party hereto warrant(s) that (i) such Party is duly organized and existing; (ii) such person(s) are duly authorized to execute and deliver this Amendment on behalf of said Party; (iii) by so executing this Amendment, such Party is formally bound to the provisions of this Amendment; and (iv) entering into this Amendment does not violate any provision of any other agreement to which said Party is bound.
13. Entire Agreement. This Amendment contains the entire agreement and understanding between the Parties with respect to the subject matter of this Amendment and supersedes any and all prior or contemporaneous oral and written representations, warranties, agreements, and understandings between the Parties concerning the subject matter of this Amendment.
14. Full Force and Effect. Other than as set forth in this Amendment, the terms of the Agreement shall remain unchanged and in full force and effect. In the event of any conflict between the Agreement and this Amendment, this Amendment shall apply.
DPW: 810-40\etm\ev\\Council\2024\070224\First Amendment to SWFA staff Att1.docx
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first set forth below.
ARAKELIAN ENTERPRISES,
INC. DBA ATHENS SERVICES
_____
Ron Arakelian III
Executive Officer
_____
Adam Arakelian
Executive Officer
CITY OF THOUSAND OAKS
_____
Al Adam, Mayor
ATTEST:
__________
Laura B. Maguire, City Clerk
APPROVED AS TO ADMINISTRATION:
__________
Andrew P. Powers, City Manager
APPROVED BY DEPARTMENT HEAD:
_ __________
Clifford G. Finley, Public Works Director
APPROVED AS TO FORM:
Office of the City Attorney
__________
Tracy Friedl, Assistant City Attorney
DPW: 810-40\etm\ev\\Council\2024\070224\First Amendment to SWFA staff Att1.docx
EXHIBIT 16
DPW: 810-40\etm\ev\\Council\2024\070224\First Amendment to SWFA staff Att1.docx
TO: Andrew P. Powers, City Manager
FROM: Clifford G. Finley, Public Works Director
DATE: July 2, 2024
SUBJECT: First Amendment to Exclusive Solid Waste Franchise Agreement
RECOMMENDATION:
1. Approve First Amendment to Collection Services Agreement with Arakelian Enterprises, Inc., dba Athens Services (Athens Services) (Contract No. 12672- 2021) for residential and commercial solid waste, recyclable materials and organic waste collection services.
2. Approve budget appropriation and expense in the amount of $350,000 from A/C #631-0000-448-8200 (Solid Waste Landfill Facility Fee) to A/C #631-8420-682- 5640 (Solid Waste Management Fees) for Athens Services Landfill Facility Fee Reimbursement.
3. Find that actions 1 and 2 above are not projects as defined under the California Environmental Quality Act (CEQA).
LEVINE ACT ITEM: Yes
FINANCIAL IMPACT:
$350,000 Increase to Adopted FY 2024-25 Solid Waste Fund Budget, Fully Offset by Landfill Facility Fee Revenue. $350,000 additional expense from Solid Waste Fund Budget will be fully offset by received revenue.
BACKGROUND:
On March 9, 2021, City Council approved an Exclusive Solid Waste Franchise Agreement (SWFA) with Athens Services for citywide residential and commercial solid waste, recycling, and organic waste collection and street sweeping services, for a 15-year term extending from January 1, 2022, through December 31, 2036.
First Amendment to Exclusive Solid Waste Franchise Agreement July 2, 2024
On January 1, 2022, Athens Services began residential and commercial waste collection and street sweeping services throughout the City. The SWFA ensured that the City had full compliance with Senate Bill (SB) 1383 and included new collection containers compliant with CalRecycle color standards; bundled three container collection - trash, recycling, and organics (food and yard waste); support for a citywide food recovery program; new clean-fuel vehicles; compliance tracking and reporting through a comprehensive waste reporting system; and expanded free services for residents such as Household Hazardous Waste Home Collection Service, three landfill disposal days a year, and twice yearly bulky item waste (large item) pickup service.
Under the SWFA, residents received an approximately 34 percent reduction in their monthly trash bill over previous rates. In accordance with the terms of the SWFA, annual rate increases have been limited to four percent.
DISCUSSION/ANALYSIS:
Based on the previous two years’ experience under the SWFA, staff and Athens Services have identified some terms of the Agreement that require clarification or changes. The proposed Amendment (Attachment #1) details these recommended changes, which include the following:
• A defined financial commitment from Athens Services to support edible food recovery organizations in the City.
• The availability of an Athens-hosted Waste Reporting System in lieu of a subscription to a third-party hosted service.
• The inclusion of a reference to the Memorandum of Understanding which defines the terms of the Community Support Program.
• A reimbursement to Athens of the Landfill Facility Fees paid by Athens to the Simi Valley Landfill and received by the City from the Simi Valley Landfill under the City’s Landfill Agreement with Waste Management of California, Inc. (Contract No. 4335-1999).
• Clarification that the annual rate adjustment applies to all Maximum Service Rates listed.
• Allowance for service vehicles to be a maximum of 15 years, rather than 10 years, old.
• Additional data that the City requires in quarterly reporting. • One item that clarifies street sweeping services.
• Removal of specific subcontractors that are not being utilized.
The proposed changes will mutually benefit the City and Athens Services by clarifying expectations and services, providing flexibility where needed, and streamlining data reporting. The reimbursement to Athens of the Landfill Facility Fees will result in an approximate $350,000 financial impact to the City, which is First Amendment to Exclusive Solid Waste Franchise Agreement July 2, 2024
offset by the receipt of those fees by the City from the Simi Valley Landfill operated by Waste Management, Inc. Residents and businesses continue to benefit from the transition to new services at reduced rates that began in 2022.
This recommended action meets City Council’s Top Ten Priorities #6:
“Environmental Sustainability.”
Environmental Review
The amendment items have been reviewed in conformance with the provisions of the California Environmental Quality Act and are not considered a project.
LEVINE ACT (California Government Code § 84308):
This item is subject to the Levine Act. City Councilmembers who have received a campaign contribution of more than $250 (aggregated) within the preceding 12 months from a party or their agent/representative, or a financially-interested participant involved in this proceeding may do either of the following: (1) disclose the contribution on the record and recuse themselves from this proceeding; or if applicable (2) return the portion of the contribution that exceeds $250 within 30 days from the time the official knew or should have known about the contribution, and participate in the proceeding.
All parties and their agents/representatives must disclose on the record of this proceeding any aggregated contribution of more than $250 made to any Councilmember within the preceding 12 months. Councilmembers are prohibited from accepting, soliciting, or directing a campaign contribution of more than $250 (aggregated) from a party, their agent/representative, or a financially-interested participant during a proceeding and for 12 months following the date a final decision is made. In addition, a party, their agent/representative, or a financially interested participant is prohibited from contributing more than $250 (aggregated) to a Councilmember during a proceeding and for 12 months following the date a final decision is made.
COUNCIL GOAL COMPLIANCE:
Meets the following City Council goals:
C. Operate City government in a fiscally and managerially responsible and prudent manner to ensure that the City of Thousand Oaks remains one of California's most desirable places to live, work, visit, recreate, and raise a family.
First Amendment to Exclusive Solid Waste Franchise Agreement July 2, 2024
F. Provide and enhance essential infrastructure to ensure that the goals and policies of the Thousand Oaks General Plan are carried out and the City retains its role and reputation as a leader in protecting the environment and preserving limited natural resources.
PREPARED BY: Sarah McGurk, Sustainability Analyst
Attachments:
Attachment #1 – First Amendment to Collection Services Agreement DPW: 810-40\etm\ev\\Council\2024\070224\First Amendment to SWFA staff report.docx manatt
manatt | phelps | phillips
Benjamin Shatz
Manatt, Phelps & Phillips, LLP
Direct Dial: (310) 312-4383
[email protected]
Manatt, Phelps & Phillips, LLP 2049 Century Park East, Suite 1700, Los Angeles, California 90067 Tel: 310.312.4000 Fax: 310.312.4224 Albany | Boston | Chicago | Los Angeles | New York | Orange County | Sacramento | San Diego | San Francisco | Silicon Valley | Washington, D.C.
October 13, 2025
Via TrueFiling
California Court of Appeal
Second Appellate District, Division Six
200 East Santa Clara Street
Ventura, CA 93001
Re: G.I. Industries v. City of Thousand Oaks, B330982
(Ventura Superior Court, No. 56-2021-00553340-CU-WM-VTA) Honorable Justices:
Respondents City of Thousand Oaks and City of Thousand Oaks City Council (“City”) and Respondent and Real Party in Interest Arakelian Enterprises, Inc. dba Athens Services (“Athens”) jointly submit this response to the Court’s October 1, 2025 inquiry regarding whether this CEQA Appeal (B330982) should be dismissed as moot in light of the Court’s recent decision in the companion Brown Act Appeal (B337103).
As stated in the Court’s letter, in the companion Brown Act Appeal this Court “determined that the City’s original decision finding an exemption from review under the California Environmental Quality Act (CEQA) [was] void as violating the Brown Act.” The Court’s disposition in the Brown Act Appeal states: “The Brown Act requires notice and an opportunity for the public to speak on issues before the City council. The City council shall place the CEQA exemption on its agenda with proper notice and allow the public to voice its opinion. [¶] Whatever action the City council takes thereafter, we leave to its discretion. We trust it will not result in further Brown Act issues.” (G.I. Industries v. City of Thousand Oaks (Aug. 5, 2025, B337103) [nonpub. opn.], p. 10.)
Given the outcome of the Brown Act Appeal, it is now apparent that this CEQA Appeal now asks the Court to review a voided decision. That makes no sense and raises obvious mootness problems. Any appellate ruling on a voided decision would amount to an advisory opinion, which appellate courts should avoid. (E.g., Ebensteiner Co., Inc. v. Chadmar Group (2006) 143 Cal.App.4th 1174, 1178-1179; In re I.A. (2011) 201 Cal.App.4th 1484, 1489- Document received by the CA 2nd District Court of Appeal.
October 13, 2025
California Court of Appeal, 2d District, Division 6
manatt
manatt | phelps | phillips
1490 [an appeal requires a justiciable issue].) Appellate courts are tasked with resolving “actual controversies,” not issuing opinions on abstract or hypothetical matters. (See Paul v. Milk Depots, Inc. (1967) 62 Cal.2d 129, 132; Wilson v. L.A. County Civil Service Commission (1952) 112 Cal.App.2d 450, 452-453 [courts should not decide moot issues or address speculative, theoretical or abstract questions or propositions].)
In its response to the Court’s mootness inquiry, Appellant argues against mootness (or for an exception to mootness) by appealing to the Court’s authority to address “issues of broad public interest that are likely to recur.” However, if the issue is likely to recur, there is no need to address it now, in the context of a voided decision, especially since it is not known what action the City council will take in connection with the public hearing on the CEQA exemption and whether the City council’s future hearing will result in different CEQA issues or not. Appellant’s response also raises various “what if” scenarios that only highlight how Appellant wishes this Court to address hypothetical situations rather than an actual controversy.
The Court has voided the CEQA decision at issue in this CEQA Appeal.
The Court has also directed the City council to place the CEQA exemption issues on a future agenda and consider those issues at a future hearing. “Whatever action” the City council may take at that future hearing is unknown at this time. What is known is that the CEQA decision giving rise to this appeal has been voided and Appellant, as well as any other member of the public, will be able to voice their views and respond to the City’s CEQA determinations at that time. The City and Athens should not have to expend any further resources in defending a decision that this Court has already voided. Accordingly, this Court should dismiss this CEQA Appeal.
Document received by the CA 2nd District Court of Appeal.
October 13, 2025
California Court of Appeal, 2d District, Division 6
manatt
manatt | phelps | phillips
Respectfully submitted,
COLANTUONO, HIGHSMITH & WHATLEY, PC
s/Holly O. Whatley (Cal. Bar No. 160259)
Attorneys for Respondent City of Thousand Oaks
and City of Thousand Oaks City Council
MANATT, PHELPS & PHILLIPS, LLP
s/Benjamin G. Shatz (Cal. Bar No. 160229)
Attorneys for Arakelian Enterprises, Inc.
dba Athens Services
Document received by the CA 2nd District Court of Appeal.
MANATT, PHELPS &
PHILLIPS, LLP
ATTORNEYS AT LAW
LOS A NGELES
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
1 ATHENS’ NOTICE OF JOINDER IN CITY’S OPPOSITION TO MOTION FOR ATTORNEYS’ FEES
MANATT, PHELPS & PHILLIPS, LLP
SIGRID R. WAGGENER (Bar No. CA 257979)
E-mail: [email protected]
One Embarcadero Center, 30th Floor
San Francisco, CA 94111
Telephone: (415) 291-7400
Facsimile: (415) 291-7474
MANATT, PHELPS & PHILLIPS, LLP
VIRAL MEHTA (Bar No. CA 261852)
Email: [email protected]
2049 Century Park East, Suite 1700
Los Angeles, CA 90067
Telephone: (310) 312-4000
Facsimile: (310) 312-4224
Attorneys for Real Party In Interest
ARAKELIAN ENTERPRISES, INC. dba ATHENS SERVICES
SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF VENTURA
G.I. INDUSTRIES, a Utah corporation, dba
WASTE MANAGEMENT,
Petitioner and Plaintiff,
v.
CITY OF THOUSAND OAKS; CITY OF
THOUSAND OAKS CITY COUNCIL; and
DOES 1 through 10, inclusive,
Respondents and Defendants,
Case No. 56-2021-00554581-CU-WM-VTA
[Related to Case Nos. 56-2021-00553340-
CU-WM-VTA and 56-2021-00556158-CUBT-VTA]
Hon. Maureen M. Houska, Dept. 20
NOTICE OF JOINDER OF REAL
PARTY IN INTEREST ARAKELIAN
ENTERPRISES, INC. DBA ATHENS
SERVICES IN RESPONDENT AND
DEFENDANT CITY OF THOUSAND
OAKS’ OPPOSITION TO
PETITIONER’S MOTION TO
RECOVER ATTORNEYS’ FEES
Hearing Date: March 26, 2026
Hearing Time: 8:20 a.m.
Dept.: 20
[Ralph M. Brown Act, Govt. Code § 54950,
et seq.]
Action Filed: May 25, 2021
Trial Date: November 17, 2023
ARAKELIAN ENTERPRISES, INC., a
California corporation, dba ATHENS
SERVICES; TIMOTHY FINNIGAN, an
individual; SPP 13, LLC, a California
corporation; GENERAL TELEPHONE CO.;
and ROES 1 through 10, inclusive,
Real Parties in Interest.
MANATT, PHELPS &
PHILLIPS, LLP
ATTORNEYS AT LAW
LOS A NGELES
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
2 ATHENS’ NOTICE OF JOINDER IN CITY’S OPPOSITION TO MOTION FOR ATTORNEYS’ FEES
NOTICE OF JOINDER
TO THE COURT, ALL PARTIES, AND THEIR COUNSEL OF RECORD:
PLEASE TAKE NOTICE THAT Real Party In Interest Arakelian Enterprises, Inc. dba Athens Services (“Athens”) hereby joins Defendant and Respondent City of Thousand Oaks’ (“City”) Opposition to Petitioner G.I. Industries dba Waste Management’s (“WM”) Motion to Recover Attorneys’ Fees, which is set for hearing on March 26, 2026.
In addition, and significantly, the above-entitled matter is brought under the Ralph M.
Brown Act, Govt. Code § 54950, et seq. (the “Brown Act”), which expressly limits the recovery of attorneys’ fees and costs to the local agency only. Specifically, Government Code § 54960.5 states in relevant part:
A court may award court costs and reasonable attorney fees to the plaintiff in an action brought pursuant to Section 54960 or 54960.1 where it is found that a legislative body of the local agency has violated this chapter. [ . . . ] The costs and fees shall be paid by the local agency and shall not become a personal liability of any public officer or employee of the local agency.
(Emphasis added.) Thus, the Brown Act does not permit the recovery of fees or costs from a real party in interest, like Athens. Nor does any published case law exist permitting a petitioner to recover from a real party in interest for an alleged Brown Act violation.1
Moreover, there exists no agreement between the City and Athens, whereby Athens is obligated to indemnify the City for any award of fees or costs in connection with a Brown Act 1 WM also cannot rely on the private attorney general statute of Code of Civil Procedure § 1021.5. Brown Act case law makes clear that Code of Civil Procedure § 1021.5 does not apply to attorneys’ fees awards under the Brown Act, because the Brown Act contains its own, specific fee provision. See Common Cause v. Stirling, 119 Cal.App.3d 658, 662 (1981) (the Court of Appeal held that it was improper for a trial court to apply the standards of Section 1021.5 to a Brown Act case, since Section 1021.5 was intended only to guide the exercise of judicial power to award fees where no specific statutory authority exists); Bell v. Vista Unified School District, 82 Cal.App.4th 672, 686 (2000) (the court held that because Government Code § 54960.5 expressly authorizes recovery of attorneys’ fees and costs for Brown Act violations, trial courts cannot rely on Section 1021.5 when awarding fees—especially since Section 1021.5 “was intended to provide specific guidelines for the exercise of inherent judicial power to award fees not specifically authorized by statute.”) (emphasis added).
MANATT, PHELPS &
PHILLIPS, LLP
ATTORNEYS AT LAW
LOS A NGELES
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
3 ATHENS’ NOTICE OF JOINDER IN CITY’S OPPOSITION TO MOTION FOR ATTORNEYS’ FEES violation or any other challenge to the franchise agreement. Rates and the financial obligations of the parties were negotiated into the franchise agreement taking into account a multiplicity of factors, including any potential indemnification obligations, or lack thereof. In other words, Athens is not (and cannot be) either directly or indirectly liable for any attorneys’ fees or costs in this Brown Act case.
In sum, Government Code § 54960.5 does not allow any person or entity, other than “the local agency,” to be liable for attorneys’ fees costs. There is no published case law awarding attorneys’ fees under Section 54960.5 against both a local agency and a real party in interest, jointly and severally, as WM impermissibly seeks in its Motion. *****
Accordingly, WM’s Motion should be denied and, to the extent any fees or costs are awarded, by statute, they may only be awarded against the local agency.
Dated: March 9, 2026 MANATT, PHELPS & PHILLIPS, LLP
By:
Viral Mehta
Attorneys for Real Party in Interest
ARAKELIAN ENTERPRISES, INC.
dba ATHENS SERVICES
4 PROOF OF SERVICE
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
MANATT, PHELPS &
PHILLIPS, LLP
ATTORNEYS AT LAW
LOS ANGELES
PROOF OF SERVICE
I, Mayra Medellin, declares as follows:
I am employed in Los Angeles County, California. I am over the age of eighteen years and not a party to the within-entitled action. My business address is Manatt, Phelps & Phillips, LLP, 2049 Century Park East, Suite 1700, Los Angeles, California 90067. On March 9, 2026, I served a copy of the within document(s):
NOTICE OF JOINDER OF REAL PARTY IN INTEREST ARAKELIAN
ENTERPRISES, INC. DBA ATHENS SERVICES IN RESPONDENT
AND DEFENDANT CITY OF THOUSAND OAKS’ OPPOSITION TO
PETITIONER’S MOTION TO RECOVER ATTORNEYS’ FEES
on the interested parties in this action as follows:
Andrea K. Leisy, Esq.
James G. Moose, Esq.
Nathan O. George, Esq.
Veronika S. Morrison, Esq.
REMY MOOSE MANLEY, LLP
555 Capitol Mall, Suite 800
Sacramento, CA 95814
Telephone: (916) 443-2745
Email: [email protected]
Email: [email protected]
Email: [email protected]
Email: [email protected]
Attorneys for G.I. INDUSTRIES dba WASTE
MANAGEMENT
Joe Brick, Esq.
CITY OF THOUSAND OAKS, CITY
ATTORNEY’S OFFICE
2100 Thousand Oaks Boulevard
Thousand Oaks, CA 91362
Telephone: (805) 449-2170
Email: [email protected]
Attorneys for CITY OF THOUSAND OAKS
AND CITY OF THOUSAND OAKS CITY
COUNCIL
Holly Whatley, Esq.
Carmen A. Brock, Esq.
Abigail A. Mendez, Esq.
COLANTUONO, HIGHSMITH, &
WHATLEY, PC
790 East Colorado Boulevard, Suite 850
Pasadena, CA 91101
Telephone: (213) 542-5700
Email: [email protected]
Email: [email protected]
Email: [email protected]
Attorneys for CITY OF THOUSAND OAKS
AND CITY OF THOUSAND OAKS CITY
COUNCIL
5 PROOF OF SERVICE
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
MANATT, PHELPS &
PHILLIPS, LLP
ATTORNEYS AT LAW
LOS ANGELES
Jonathan Weiss, Esq.
Simona Weil, Esq.
PROSKAUER ROSE, LLP
2029 Century Park East, Suite 2400
Los Angeles, CA 90067
Telephone: (310) 557-2900
Email: [email protected]
Email: [email protected]
Attorneys for G.I. INDUSTRIES DBA
WASTE MANAGEMENT
[in related case no.
56-2021-00556158-CU-BT-VTA]
By transmitting via email or electronic transmission the document(s) listed above to the person(s) at the email address(es) set forth above.
I declare under penalty of perjury under the laws of the State of California that the above is true and correct.
Executed on March 9, 2026, at Los Angeles, California.
Mayra Medellin
City of Santa Paula
Crown Disposal Vehicle
Storage and Maintenance
Project
Final
Initial Study -
Mitigated
Negative
Declaration
June 2012
Crown Disposal Vehicle Storage and
Maintenance Facility Project
Final
Initial Study – Mitigated Negative Declaration
Prepared for:
City of Santa Paula
970 Ventura Street
Santa Paula, California 93061
Prepared by:
Rincon Consultants, Inc.
180 North Ashwood Avenue
Ventura, California 93003
June 2012
This report is printed on 50% recycled paper.
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
i
TABLE OF CONTENTS
Page
Initial Study
1. Project title ........................................................................................................................... 1
2. Lead agency name and address ....................................................................................... 1
3. Contact person and phone number ................................................................................. 1
4. Project location ................................................................................................................... 1
5. Project VSRQVRU·VQDPHDQGDGGUHVV ............................................................................... 1
6. General Plan designation .................................................................................................. 1
7. Zoning .................................................................................................................................. 1
8. Project Description ............................................................................................................. 1
9. Surrounding land uses and setting ................................................................................. 2
10. Other public agencies whose approval is required ....................................................... 2
Environmental Factors Affected .............................................................................................. 3 Determination ............................................................................................................................. 4 Environmental Checklist .......................................................................................................... 5
Discussion
I. Aesthetics .................................................................................................................. 5 II. Agricultural Resources ........................................................................................... 6 III. Air Quality ................................................................................................................ 7 IV. Biological Resources .............................................................................................. 10 V. Cultural Resources................................................................................................. 13 VI. Geology and Soils .................................................................................................. 14 VII. Greenhouse Gas Emissions .................................................................................. 16 VIII. Hazards and Hazardous Materials ..................................................................... 19 IX. Hydrology and Water Quality ............................................................................. 21 X. Land Use and Planning ........................................................................................ 23 XI. Mineral Resources ................................................................................................. 25 XII. Noise ........................................................................................................................ 25 XIII. Population and Housing ...................................................................................... 31 XIV. Public Services ........................................................................................................ 32 XV. Recreation ............................................................................................................... 33 XVI. Transportation/Traffic .......................................................................................... 34 XVII. Utilities and Service Systems ............................................................................... 36 XVIII. Mandatory Findings of Significance ................................................................... 39 References ................................................................................................................................. 40
List of Figures
Figure 1 Regional Location
Figure 2 Project Site and Vicinity
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
ii
Figure 3 Existing Land Use
Figure 4 Project Site Photographs
List of Tables
Table 1 Project Operational Emissions ............................................................................... 9 Table 2 Special Status Species in Project Vicinity ............................................................ 11 Table 3 Estimated Annual Mobile Emissions of Greenhouse Gases ............................ 18 Table 4 Land use Compatibility for Noise Environments ............................................. 27 Table 5 City of Santa Paula Sound Level Limits ............................................................. 27 Table 6 Significance of Changes in Operational Roadway Noise Exposure ............... 28 Table 7 Noise Monitoring Results ..................................................................................... 28 Table 8 Project Contribution to Roadway Noise Levels, dBA ....................................... 30 Table 9 Existing Weekday Intersection Level of Service ................................................ 35
Appendices
Appendix A Air Quality / Greenhouse Gas Emissions Modeling Results Appendix B Noise Monitoring Data Sheets
Appendix C Comments and Responses
Appendix D Mitigation Monitoring and Reporting Program
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
1 INITIAL STUDY
1. Project title: Crown Disposal Vehicle Storage and Maintenance Facility Project
2. Lead agency name and address: City of Santa Paula
970 Ventura Street
Santa Paula, CA 93061
3. Contact person and phone number: Stratis Perros, Deputy Planning Director (805) 933-4214
4. Project location: The project site is located in the City of Santa Paula, at 901, 903, 905, and 911 Corporation Street.
The project site is south of State Route (SR) 126 and
west of Peck Road. The following parcel comprises
the project site:
APN 099-0-040-625 ² 9.88 acres, owned by City
of Santa Paula, used as a city yard and
developed with the former wastewater
treatment facility.
Figure 1 shows the regional location of the project
site, and Figure 2 shows the project site and its
vicinity.
5. Project VSRQVRU·VQDPH
and address: Crown Disposal Co. Inc.
PO Box 1081
Sun Valley, California 91352
6. General Plan designation: Industrial
7. Zoning: Industrial (I)
8. Project Description:
The proposed project
WKH´projectµ
would involve the sale of the City owned property to
Crown Disposal, for its initial use as a collection vehicle yard and vehicle maintenance facility. The City of Santa Paula currently has its vehicle fleet maintenance operations on the property and Crown Disposal would share these facilities with the City. Use of the property would be limited to storage and maintenance of vehicles. Vehicles to be stored would include five side loaders, three front loaders, two roll-offs, and several delivery and maintenance vehicles. The vehicles would be parked at the yard overnight and go out on scheduled routes each day. About ten to twelve personnel would work at the facility Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
2 Monday through Friday, about four to five personnel would work at the facility on Saturday, and one to two personnel would occasionally work at the facility on Sunday.
The currently proposed project involves no new construction. The applicant may consider additional onsite construction at some point in the future, but such future development has not been defined at this point. Any future development would be subject to separate California Environmental Quality Act (CEQA) environmental review.
9. Surrounding land uses and setting:
The project site is located on the western edge of the developed part of Santa Paula. It is bordered by the following uses: light industrial uses north of the project site, SR 126 (the Santa Paula Freeway) is located further north of the light industrial uses, commercial and uses are located north of SR 126, the new Calpipe industrial building and agricultural uses are located west of the project site, east of the project site is primarily light industrial uses, and single-family residences adjacent to the southeast corner of the project site. The Santa Clara River is located about 1,250 feet (about one quarter mile) southeast of the site. The closest residences are located approximately 400 feet south of the vehicle storage and maintenance area (Figure 2). Additional residential uses are located further east on the other side of Peck Road. The Santa Paula Public Works Department is located directly across Corporation Street and is visible from the project site. Generally south of the vehicle storDJHDQGPDLQWHQDQFHDUHDLVWKH&LW\·VQHZZDVWHZDWHUWUHDWPHQWIDFLOLW\, further south are agricultural uses and the Santa Clara River. The project site is surrounded on all sides by light industrial, institutional/ civic, and agricultural land uses.
Figure 3 shows the existing land uses surrounding the project site as well as the specific location of the project site. Photos of the project site and its surroundings are shown on Figure 4.
10. Other public agencies whose approval is required:
The City of Santa Paula is the only public agency with discretionary approval over the project and is the lead agency.
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
3 ENVIRONMENTAL FACTORS AFFECTED
The environmental factors checked below would be potentially affected by this Project, involving at least one impaFWWKDWLV´3RWHQWLDOO\6LJQLILFDQWµRU´3RWHQWLDOO\6LJQLILFDQW8QOHVV MLWLJDWLRQ,QFRUSRUDWHGµDVLQGLFDWHGE\WKHFKHFNOLVWRQWKHIROORZLQJSDJHV Aesthetics Agriculture and Forest
Resources
Air Quality
Biological Resources Cultural Resources Geology/Soils
Greenhouse Gas
Emissions
Hazards & Hazardous
Materials
Hydrology/Water
Quality
Land Use/Planning Mineral Resources Noise
Population/Housing Public Services Recreation
Transportation/Traffic Utilities/Service Systems Mandatory Findings of Significance
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
4 DETERMINATION:
On the basis of this initial evaluation:
I find that the proposed Project COULD NOT have a significant effect on the environment, and a NEGATIVE DECLARATION will be prepared.
I find that although the proposed Project could have a significant effect on the environment, there will not be a significant effect in this case because revisions in the Project have been made by or agreed to by the Project proponent. A MITIGATED NEGATIVE DECLARATION will be prepared.
I find that the proposed Project MAY have a significant effect on the environment, and an ENVIRONMENTAL IMPACT REPORT is required.
I find that the proposed Project 0$<KDYHD´SRWHQWLDOO\VLJQLILFDQWLPSDFWµRU´SRWHQWLDOO\ VLJQLILFDQWXQOHVVPLWLJDWHGµLPSDFWRQWKHHQYLURQPHQWEXWDWOHDVWRQHHIIHFW
KDVEHHQ
adequately analyzed in an earlier document pursuant to applicable legal standards, and (2) has been addressed by mitigation measures based on the earlier analysis as described on attached sheets. An ENVIRONMENTAL IMPACT REPORT is required, but it must analyze only the effects that remain to be addressed.
I find that although the proposed Project could have a significant effect on the environment, because all potential significant effects (a) have been analyzed adequately in an earlier EIR or NEGATIVE DECLARATION pursuant to applicable standards, and (b) have been avoided or mitigated pursuant to that earlier EIR or NEGATIVE DECLARATION, including revisions or mitigation measures that are imposed upon the proposed Project, nothing further is required.
______________________________ _________________________ Signature Date
______________________________ _________________________ Printed Name Date
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
5 ENVIRONMENTAL CHECKLIST
Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
I. AESTHETICS ± Would the Project:
a) Have a substantial adverse effect on a
scenic vista?
b) Substantially damage scenic resources,
including, but not limited to, trees, rock
outcroppings, and historic buildings within
a state scenic highway?
c) Substantially degrade the existing visual
character or quality of the site and its
surroundings?
d) Create a new source of substantial light or
glare which would adversely affect day or
nighttime views in the area?
a-c) The project site is developed with the former City owned wastewater treatment facility.
The project site is essentially flat and contains no identified scenic resources, such as trees, rock outcroppings, or historic buildings. The proposed project WKH´SURMHFWµ
would involve the sale
of the City owned property to Crown Disposal, for its initial use as a collection vehicle yard and vehicle maintenance facility. One older, boarded up residence is located on the southern portion of the project site. However, this boarded up residence would not be affected by the proposed uses. State Route 126 (SR 126) is an eligible scenic highway according to the City of Santa Paula General Plan Conservation Element (1998). However, as the proposed project would not involve any physical development, the project would not have the potential to alter views from this roadway. Further more, the City of Santa Paula currently has its vehicle fleet maintenance operations on the property and Crown Disposal would share these facilities with the City. These uses would be consistent with current operations performed by the City of Santa Paula. Therefore, the project would not have a substantial adverse effect on a scenic vista, damage scenic resources, or substantially degrade the existing visual character or quality of the site or its surroundings. These impacts would be less than significant. d) The proposed project would involve the sale of the City owned property to Crown Disposal, for its initial use as a collection vehicle yard and vehicle maintenance facility. The project would not include development that would create new sources of light and glare beyond existing conditions. Any outdoor lighting included in the project would be governed by Section
16.42.050, Light and Glare, of the Santa Paula Municipal Code (SPMC). Furthermore, surrounding areas already have other sources of light and glare such as SR 126 and other nearby roads. Therefore, no impact would occur with respect to light and glare.
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
6 Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
II. AGRICULTURE AND FOREST
RESOURCES -- In determining whether
impacts to agricultural resources are
significant environmental effects, lead
agencies may refer to the California
Agricultural Land Evaluation and Site
Assessment Model (1997) prepared by
the California Dept. of Conservation as an
optional model to use in assessing
impacts on agriculture and farmland. In
determining whether impacts to forest
resources, including timberland, are
significant environmental effects, lead
agencies may refer to information
compiled by the California Department of
Forestry and Fire Protection regarding the
VWDWH¶VLQYHQWRU\RIIRUHVWODQGLQFOXGLQJ
the Forest and Range Assessment Project
and the Forest Legacy Assessment
Project; and forest carbon measurement
methodology provided in Forest Protocols
adopted by the California Air Resources
Board. -- Would the Project:
a) Convert Prime Farmland, Unique
Farmland, Farmland of Statewide
Importance (Farmland), as shown on the
maps prepared pursuant to the Farmland
Mapping and Monitoring Program of the
California Resources Agency, to nonagricultural use?
b) Conflict with existing zoning for agricultural
use, or a Williamson Act contract?
c) Conflict with existing zoning for, or cause
rezoning of, forest land (as defined in
Public Resources Code Section
12220(g)), timberland (as defined by
Public Resources Code Section 4526), or
timberland zoned Timberland Production
(as defined by Government Code Section
51104(g))?
d) Result in the loss of forest land or
conversion of forest land to non-forest
use?
e) Involve other changes in the existing
environment which, due to their location or
nature, could result in conversion of
Farmland, to non-agricultural use?
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
7 a, b, e) As previously mentioned, the project site is developed with the former City owned wastewater treatment facility. The project site is within the Santa Paula city limits, is zoned IN (Institutional/Civic), DQGGHVLJQDWHGRQWKH&LW\·V*HQHUDO3ODQ/DQG8VH3ODQ0DSDV Institutional and Civic. The California DHSDUWPHQWRI&RQVHUYDWLRQ·V map of Ventura County Important Farmland (California Department of Conservation, March 30, 2011) shows that the project site is within an area RI´XUEan and built-XSODQGµDQGQRWZLWKLQDQDUHDRI ´SULPHIDUPODQG.µ
The project site is not under Williamson Act contract (California Department of Conservation, April 2012). The project would involve the sale of the City owned property to Crown Disposal, for its initial use as a collection vehicle yard and vehicle maintenance facility. The project site is not located on agricultural land and project would not involve any development that could result in the conversion of farmland to non-agricultural uses. For these reasons, tKHSURMHFW·V potential to convert Prime Farmland, Unique Farmland, or Farmland of Statewide Importance (Farmland) to non-agricultural use; conflict with existing agricultural zoning or Williamson Act contract; or otherwise result in conversion of farmland to non-agricultural use is less than significant.
c, d) The project site is not located on or near forest land or timberland, and would have no impact on such resources.
Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
III. AIR QUALITY -- Would the Project:
a) Conflict with or obstruct implementation of
the applicable air quality plan?
b) Violate any air quality standard or
contribute substantially to an existing or
projected air quality violation?
c) Result in a cumulatively considerable net
increase of any criteria pollutant for which
the project region is non-attainment under
an applicable federal or state ambient air
quality standard (including releasing
emissions which exceed quantitative
thresholds for ozone precursors)?
d) Expose sensitive receptors to substantial
pollutant concentrations?
e) Create objectionable odors affecting a
substantial number of people?
Ambient air quality standards have been established to represent the levels of air quality considered sufficient, with an adequate margin of safety, to protect public health and welfare. 7KH\DUHGHVLJQHGWRSURWHFWWKDWVHJPHQWRIWKHSXEOLFUHIHUUHGWRDV´VHQVLWLYHUHFHSWRUVµ Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
8 most susceptible to respiratory distress, such as children under 14; the elderly over 65; persons engaged in strenuous work or exercise; and people with cardiovascular and chronic respiratory diseases. Sensitive receptors include health care facilities, retirement homes, school and playground facilities, and residential areas. Santa Paula is located in the Ventura County portion of the South Central Coast Air Basin (Basin). The Ventura County Air Pollution Control District (VCAPCD) is the designated air quality control agency in the Ventura County portion of the Basin. $FFRUGLQJWRWKH9&$3&'·VODWHVW$LU4XDOLW\0DQDJHPHQW3ODQ 9HQWXUD&RXQW\
Air Pollution Control District, May 2008), the Ventura County portion of the Basin is a state and federal non-attainment area for ozone (1-hour) and a state non-attainment area for suspended particulates (PM10 & PM2.5). Additionally, although the Ventura County portion of the Basin is in attainment for the state and federal CO standards, CO can potentially be a problem at heavily congested intersections. 9HQWXUD&RXQW\ZDVOLVWHGDV´PRGHUDWHQRQDWWDLQPHQWµIRU the federal eight-hour ozone standard in 2004, with a required attainment date of June 2010. In 2008, ARB formally requested that EPA reclassify Ventura County up one classification level to a serious 8-hour ozone nonattainment area. This means that Ventura County must meet the federal 8-hour ozone standard by June 15, 2013. Although Ventura County will have more time to attain the 8-hour standard, the serious classification requires the County to meet the requirements for that higher classification, many of which are more stringent than for moderate areas. Accordingly, in anticipation of becoming a serious area, the 2007 AQMP was prepared to satisfy the CAAA planning requirements for that classification. a) Vehicle use, energy consumption, and associated air pollutant emissions are directly related to population growth. The population forecasts upon which the Ventura County Air Quality Management Plan (AQMP) is based are used to estimate future emissions and devise appropriate strategies to attain state and federal air quality standards. The VCAPCD adopted an updated AQMP in May 2008. When population growth exceeds the forecasts upon which the AQMP is based, emission inventories could be surpassed, which could affect attainment of standards. However, the project does not include residential uses that would increase population. Therefore, the project would not conflict with implementation of the AQMP and no impact would occur.
b-d) The current driveway to the project site is in significant disrepair. Therefore, repaving and striping of parking lot spaces would likely be required as part of the proposed project.
However, emissions as a result of repaving and striping would be minimal, temporary in nature and the applicant would be required to comply with standard APCD requirements.
Operation of the proposed project would generate emissions that could affect air quality. Such emissions could potentially exceed significance thresholds established by the VCAPCD, and also affect nearby sensitive receptors. The sensitive receptors closest to the project site are several residences located approximately 400 feet south of the vehicle maintenance and storage area, along the east side of the southerly extension of Corporation Street.
Operational emissions from the project would derive primarily from employee vehicular trips to and from the site, as well as from the scheduled routes generated by the project. As previously mentioned, the vehicles being stored would go out on scheduled routes each day.
As these operations are already being occurring elsewhere in the City, the scheduled routes and employee trips would not result in a net increase in vehicle trips. Therefore, this analysis reflects a conservative estimate of impacts to regional air quality emissions.
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
9 The Ventura County Air Quality Assessment Guidelines (October 2003) recommend significance thresholds for projects proposed in Ventura County. Under these guidelines, projects that generate more than 25 pounds per day of ROC (reactive organic compounds) or NOx (oxides of nitrogen) are considered to individually and cumulatively jeopardize attainment of the federal ozone standard and thus have a significant adverse impact on air quality. A project that could cause an exceedance of any ambient air quality standard, or substantially exacerbate an existing exceedance of an air quality standard would have a significant impact. ´6XEVWDQWLDOµLVGHILQHG as making measurably worse an existing exceedance. The VCAPCD's 25 pounds per day thresholds for ROC and NOx do not apply to construction emissions since such emissions are temporary. Nevertheless, the VCAPCD recommends implementation of mitigation for construction impacts if emissions of either pollutant exceed 25 pounds per day. The VCAPCD also recommends use of dust control measures on all construction projects. As the project would not involve any construction activity, construction emissions were not included in the model and are not discussed in this analysis. Project emissions for operation of the project have been modeled using the CalEEMod air quality modeling program (version 2011.1), based on the total square footage of the project site and the number of employee vehicle trips to and from the site.
The estimate of operational emissions includes emissions from vehicle trips. Traffic generated by the proposed project was estimated using CalEEMod, based on the number of employee vehicle trips to and from the site.
Although the IQVWLWXWHRI7UDIILF(QJLQHHUV·Trip Generation manual lists a rate of 0.32 trips per day, this analysis assumes an employee vehicle trip rate of four trips per employee per day and a scheduled route trip rate of two trips per stored vehicle. This is a conservative estimate based on employee trips to and from work, employee trips to and from lunch, and one scheduled route to the project site and one scheduled route away from the project site for each of the stored vehicles. A trip rate of four employee trips per employee, per day would generate approximately 68 average daily vehicle trips.
Table 1 summarizes projected emissions associated with operation of the vehicle storage and maintenance uses proposed under the project. As shown in Table 1, overall emissions would not exceed the VCAPCD thresholds for either ROG and NOX. &RQVHTXHQWO\WKHSURMHFW·V regional air quality impacts would be less than significant.
Table 1
Project Operational Emissions
Emission Source
Pollutant Emissions (lbs/day)
ROG NOx CO PM10 PM2.5
Mobile 0.42 0.72 3.68 0.63 0.03
VCAPCD Threshold 25 25
Exceeds Threshold? No No
See Appendix A for CalEEMod v.2011.1 model output.
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
10 e) The proposed project would involve the sale of the City owned property to Crown Disposal, for its initial use as a collection vehicle yard and vehicle maintenance facility. As such, the project would not be enclosed and would not be anticipated to generate objectionable odors.
Additionally, because the project site is not in the immediate vicinity of odor-sensitive receptors, the project would have a less than significant impact related to objectionable odors affecting a substantial number of people.
Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
IV. BIOLOGICAL RESOURCES --
Would the Project:
a) Have a substantial adverse effect, either
directly or through habitat modifications,
on any species identified as a candidate,
sensitive, or special status species in local
or regional plans, policies, or regulations,
or by the California Department of Fish
and Game or U.S. Fish and Wildlife
Service?
b) Have a substantial adverse effect on any
riparian habitat or other sensitive natural
community identified in local or regional
plans, policies, or regulations, or by the
California Department of Fish and Game
or U.S. Fish and Wildlife Service?
c) Have a substantial adverse effect on
federally protected wetlands as defined by
Section 404 of the Clean Water Act
(including, but not limited to, marsh, vernal
pool, coastal, etc.) through direct removal,
filling, hydrological interruption, or other
means?
d) Interfere substantially with the movement
of any native resident or migratory fish or
wildlife species or with established native
resident or migratory wildlife corridors, or
impede the use of native wildlife nursery
sites?
e) Conflict with any local policies or
ordinances protecting biological
resources, such as a tree preservation
policy or ordinance?
f) Conflict with the provisions of an adopted
Habitat Conservation Plan, Natural
Community Conservation Plan, or other
approved local, regional, or state habitat
conservation plan?
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
11 a-c) The proposed project would involve the sale of the City owned property to Crown Disposal, for its initial use as a collection vehicle yard and vehicle maintenance facility. The project site is located on the western edge of the developed part of Santa Paula. The site has been previously disturbed and graded for the City of Santa 3DXOD·V wastewater treatment plant.
Due to the previously disturbed nature of the site, the project site lacks significant native vegetation that would provide habitat for any unique, rare, or endangered plant or animal species (see Photos 1 and 3 in Figure 4). The Santa Clara River and Santa Paula Creek are identified as the two drainages of regional iPSRUWDQFHWUDYHUVLQJ6DQWD3DXODLQWKH&LW\·V General Plan Final EIR (City of Santa Paula, February 1998). The project site is located over two miles from and downstream of Santa Paula Creek, and would therefore have no effect on it.
A search of the California Natural Diversity Database was conducted for any special-status species within a five-mile radius of the project site. The search revealed the potential for several special-status species in the project site vicinity. Table 2 provides the results of the CNDDB search, including the common name of the species and the status of these species. The CNDDB search indicates that there is no critical habitat within the vicinity of the proposed project.
Additionally, the potential of the project site being flooded and potentially carrying sediment downstream into/through habitat for sensitive species is low since the project site is outside the 100-year flood zone. Given the distance of the project site from riparian habitats and the primary channel of the Santa Clara River, and the low potential for flooding onsite, the project would have less than significant indirect impacts on sensitive aquatic wildlife species or habitat in the Santa Clara River. The project would not involve any physical development or construction activity that would have a substantial adverse effect on sensitive species, riparian habitat or federally protected wetlands.
Table 2
Special Status Species in Project Vicinity
Scientific Name Common
Name
G-Rank
S-Rank
Fed.
List/
Cal List
CDFG
Fish
Catostomus santaanae Santa Ana
sucker
G1
S1 T/- SC
Eucyclogobius newberryi Tidewater goby G3
S2S3 E/- SC
Gasterosteus aculeatus
williamsoni
Unarmored
threespine
stickleback
G5T1
S1 E/E -
Gila orcuttii Arroyo chub G2
S2 -/- SC
Oncorhynchus mykiss
irideus
Southern
steelhead -
southern
California DPS
G5T2Q
S2 E/- SC
Reptiles
Anniella pulchra pulchra Silvery legless
lizard
G3G4T3T4Q
S3 -/- SC
Emys marmorata Western pond
turtle
G3G4
S3 -/- SC
Phrynosoma blainvillii Coast horned
lizard G4G5 -/- SC
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
12 Table 2
Special Status Species in Project Vicinity
Scientific Name Common
Name
G-Rank
S-Rank
Fed.
List/
Cal List
CDFG
S3S4
Rana boylii Foothill yellowlegged frog
G3
S2S3 -/- SC
Spea hammondii Western
spadefoot
G3
S3 -/- SC
Thamnophis hammondii Two-striped
garter snake
G3
S2 -/- SC
Thamnophis sirtalis ssp. South coast
garter snake
G5T1T2
S1S2 -/- SC
Birds
Athene cunicularia Burrowing owl G4
S2 -/- SC
Charadrius alexandrinus
nivosus
Western snowy
plover
G4T3
S2 T/- SC
Coccyzus americanus
occidentalis
Western yellowbilled cuckoo G5T3Q
S1 C/E -
Elanus leucurus White-tailed kite G5
S3 -/- -
Empidonax traillii extimus Southwestern
willow flycatcher
G5T1T2
S1 E/E -
Gymnogyps californianus California
condor
G1
S1 E/E -
Passerculus sandwichensis
beldingi
%HOGLQJ¶V
savannah
sparrow
G5T3
S3 -/E -
Polioptila californica
californica
Coastal
California
gnatcatcher
G3T2
S2 T/- SC
Riparia riparia Bank swallow G5
S2S3 -/T -
Sternula antillarum browni California least
tern G4T2T3Q E/E -
Vireo bellii pusillus Least Bell's
vireo
G5T2
S2 E/E -
Mammals
Antrozous pallidus Pallid bat G5
S3 -/- SC
Chaetodipus californicus
femoralis
Dulzura pocket
mouse
G5T3
S2 -/- SC
Neotoma lepida intermedia San Diego
desert woodrat
G5T3
S3 -/- SC
Taxidea taxus American
badger
G5
S4 -/- SC
Source:California Department of Fish and Game (CDFG) California Natural Diversity Database
(CNDDB) search of Rarefind3 (April 23, 2012; expires September 30, 2012).
G-Rank = Global Rank; S-Rank = State Rank
Fed. List/Cal. List: E = Endangered; T = Threatened; C = Candidate &')*
6& &DOLIRUQLD6SHFLHVRI6SHFLDO&RQFHUQ
µ--µ QRVWDWXV
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
13 d) The proposed project would involve the sale of the City owned property to Crown Disposal, for its initial use as a collection vehicle yard and vehicle maintenance facility. The project would not involve any construction activities or physical development that would interfere substantially with the movement of any native resident or migratory fish, wildlife corridors or impede the use of native wildlife nursery sites. Therefore, no impact would occur with respect to local wildlife movement.
e) The City of Santa Paula has an established Tree Preservation Ordinance, which regulates the preservation, cutting and removal of trees on public property. The proposed project would involve the sale of the City owned property to Crown Disposal, for its initial use as a collection vehicle yard and vehicle maintenance facility. The project would not involve any construction activities or physical development that would conflict with any local policies or ordinances SURWHFWLQJELRORJLFDOUHVRXUFHVLQFOXGLQJWKH&LW\·V7UHH3UHVHUYDtion Ordinance (Santa Paula Municipal Code, Chapter 156, Section 156.580). Therefore, no impacts would occur in this regard.
f) The project site is not located within an area that is subject to an adopted conservation plan.
No impact would occur.
Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
V. CULTURAL RESOURCES --
Would the Project:
a) Cause a substantial adverse change in
the significance of a historical resource as
defined in §15064.5?
b) Cause a substantial adverse change in
the significance of an archaeological
resource as defined in §15064.5?
c) Directly or indirectly destroy a unique
paleontological resource or site or unique
geologic feature?
d) Disturb any human remains, including
those interred outside of formal
cemeteries?
a) The proposed project would involve the sale of the City owned property to Crown Disposal, for its initial use as a collection vehicle yard and vehicle maintenance facility. The project would not involve any construction activities or physical development that would cause a substantial adverse change in the significance of a historical resource. Additionally, the project site is not within thH&LW\·V+LVWRULF'LVWULFW]RQHVDVLGHQWLILHGE\WKH&LW\RI6DQWD3DXOD=RQLQJ0DS The proposed project would have no impact in this regard.
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
14 b-d) Construction activities that involve substantial ground disturbance would be required to comply with the State Health and Safety Code Section 7050.5 and Public Resources Code Section 5097.98, which regulate disturbance and disposition of cultural resources and human remains. However, the project would not involve any construction activities, physical development or substantial ground disturbance. The proposed project would involve the sale of the City owned property to Crown Disposal, for its initial use as a collection vehicle yard and vehicle maintenance facility. As such, no impact would occur with respect to archaeological resources, paleontological resources, geologic features or human remains.
Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
VI. GEOLOGY AND SOILS ±
Would the Project:
a) Expose people or structures to potential
substantial adverse effects, including the
risk of loss, injury, or death involving:
i) Rupture of a known earthquake fault,
as delineated on the most recent
Alquist-Priolo Earthquake Fault
Zoning Map issued by the State
Geologist for the area or based on
other substantial evidence of a known
fault?
ii) Strong seismic ground shaking?
iii) Seismic-related ground failure,
including liquefaction?
iv) Landslides?
b) Result in substantial soil erosion or the
loss of topsoil?
c) Be located on a geologic unit or soil that is
unstable as a result of the Project, and
potentially result in on- or off-site
landslide, lateral spreading, subsidence,
liquefaction, or collapse?
d) Be located on expansive soil, as defined in
Table 1-B of the Uniform Building Code,
creating substantial risks to life or
property?
e) Have soils incapable of adequately
supporting the use of septic tanks or
alternative wastewater disposal systems
where sewers are not available for the
disposal of wastewater?
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
15 a.i and ii) Similar to all of Southern California, active and/or potentially active faults in the region could generate strong groundshaking on the project site. The active Oak Ridge Fault is located approximately ½ mile southeast of the project site. This fault could produce strong groundshaking onsite, with a Maximum Magnitude Earthquake of 6.9 on the Richter Scale, according to Safety Element of the City of Santa Paula General Plan. An earthquake of this magnitude could produce seismic shaking effects of X-XI MMI (Modified Mercalli Intensity), which are characterized by the following effects (Bolt, 1993):
X. Some well-built wooden structures destroyed; most masonry and frame structures destroyed with foundations; ground badly cracked. Rails bent. Landslides considerable from river banks and steep slopes. Shifted sand and mud. Water splashed, slopped over banks.
XI. Few, if any, (masonry) structures remain standing. Bridges destroyed. Broad fissures in ground. Underground pipelines completely out of service. Earth slumps and land slips in soft ground. Rails bent greatly.
Other, more distant faults capable of producing similar shaking include the San Andreas, San Cayetano, Ventura, and Santa Susana Faults (City of Santa Paula Safety Element, 1998). The California Geological Survey estimates there is a 10% probability of this area experiencing an earthquake with a peak ground acceleration of 0.8g (0.8 times the force of gravity) in the next fifty years (California Geological Survey, April 2012). This level of acceleration would be consistent with producing shaking of X or XI MMI. However, the project site is not located within an Alquist-Priolo Earthquake Zone (California Department of Conservation Santa Paula Quadrangle, May 1, 1998), so the probability of seismic surface rupture is considered low.
Additionally, the project would not involve physical development or any construction activity.
The proposed project would involve the sale of the City owned property to Crown Disposal, for its initial use as a vehicle storage yard and vehicle maintenance facility. As such, no impact related to seismically-induced surface rupture or ground shaking would occur. . a.iii) The project site is located on a relatively flat site in an area of potentially high liquefaction hazard (City of Santa Paula General Plan Safety Element, 1998). The General Plan Safety Element states that, to more accurately determine the potential for liquefaction at specific sites within these areas, site specific geologic studies are required. However, the project would not involve construction activities or physical development that would expose people or structures to potential substantial adverse effects involving seismic-related ground failure, including liquefaction. Impacts would be less than significant in this regard. a.iv, c, d) Landslide impacts would not occur as no hillsides are located near the project site.
Other than the already-identified potential for seismically-induced liquefaction, the project site is not located on expansive soils or a geologic unit or soil that is or would become unstable as a result of the project, potentially resulting in on- or off-site landslide, lateral spreading, subsidence, or collapse (City of Santa Paula General Plan Safety Element, 1998). Furthermore, the project would not involve construction activities or physical development that would have the potential to expose people or structures to these hazards. The project would therefore have a less than significant impact related to these hazards. b) Soil erosion is the removal of soil by water, wind, and gravity. The proposed project would not involve construction of physical development that would involve soil-disturbing activities, Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
16 which could create soil erosion or the loss of top soils. No impact would result. e) The proposed project would involve the sale of the City owned property to Crown Disposal, for its initial use as a collection vehicle yard and vehicle maintenance facility. As previously mentioned, the City of Santa Paula currently has its vehicle fleet maintenance operations on the property and Crown Disposal would share these facilities with the City. Use of the property would be limited to storage and maintenance of vehicles. The project would generate wastewater, but the site is already connected to WKH&LW\·VVHZHUDQGZDVWHZDWHUGLVSRVDO system and would not require the use of septic tanks. Therefore, no impact related to the use of septic tanks or alternative wastewater disposal systems would occur.
Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
VII. GREENHOUSE GAS EMISSIONS -
Would the Project:
a) Generate greenhouse gas emissions,
either directly or indirectly, that may have
a significant impact on the environment?
b) Conflict with any applicable plan, policy, or
regulation adopted for the purpose of
reducing the emissions of greenhouse
gases?
The accumulation of greenhouse gases (GHGs) in the atmosphere naturally regulates the earth·VWHPSHUDWXUH. However, it is believed that emissions from human activities, particularly the consumption of fossil fuels for electricity production and transportation, have elevated the concentration of these gases in the atmosphere beyond the level of naturally occurring concentrations. Carbon dioxide (CO2) and methane (CH4) are the GHGs that are emitted in the greatest quantities from human activities. Emissions of CO2 are largely by-products of fossil fuel combustion, whereas CH4 results from off-gassing associated with agricultural practices and landfills.
Scientific modeling predicts that continued GHG emissions at or above current rates would induce more extreme climate changes during the 21st century than were observed during the 20th century. According to the Air Resources Board (ARB), some of the potential impacts in California of global warming may include loss of snow pack, sea level rise, more extreme heat days per year, more high ozone days, more large forest fires, and more drought years (ARB, October 2007). While these potential impacts identify the possible effects of climate change at a global and potentially statewide level, in general, scientific modeling tools are currently unable to predict what impacts would occur locally.
In response to an increase in man-made GHG concentrations over the past 150 years, California KDVLPSOHPHQWHG$%WKH´&DOLIRUQLD*OREDO:DUPLQJ6ROXWLRQV$FWRIµ$% requires achievement by 2020 of a statewide GHG emissions limit equivalent to 1990 emissions Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
17 (essentially a 25% reduction below 2005 emission levels) and the adoption of rules and regulations to achieve the maximum technologically feasible and cost-effective GHG emissions reductions. Based upon the California Air Resources Board (ARB) California Greenhouse Gas Inventory for 2000-2008 (http://www.arb.ca.gov/cc/inventory/data/data.htm), California produced 478 MMT CO2E in 2008.
GHG emissions contributing to climate change have only recently been addressed in CEQA documents. Senate Bill (SB) 97, signed in August 2007, acknowledges that climate change is an environmental issue that requires analysis under CEQA. In December 2009, the California Resources Agency adopted amendments to the State CEQA Guidelines for the feasible mitigation of GHG emissions or the effects of GHG emissions. The adopted guidelines give lead agencies the discretion to set quantitative or qualitative thresholds for the assessment and mitigation of GHG and climate change impacts.
a, b)
Although the VCAPCD has not adopted significance thresholds for GHGs, for this analysis, the proposed project is evaluated based on a project-based threshold of 1,100 metric tons (MT) of CO2E per year, which has been adopted by the Bay Area Air Quality Management District (BAAQMD) and is listed as one threshold the VCAPCD is considering for adoption.
The proposed project does not involve construction of any buildings or other facilities that would use water or energy or generate wastewater or solid waste. In addition, the vehicle storage and maintenance activities that would occur onsite are currently being conducted elsewhere in the City or region; therefore, emissions associated with such activities would not be new. Therefore calculation of project-related emissions was restricted to that associated with project-generated vehicle trips.
Emissions of CO2 and CH4 from transportation sources for the proposed project were quantified using the CalEEMod computer model. Because CalEEMod does not calculate N2O emissions from mobile sources, N2O emissions were quantified using the California Climate Action Registry General Reporting Protocol (January 2009) direct emissions factors for mobile combustion (see Appendix A for calculations). The estimate of total daily trips associated with employee vehicle trips was based on a conservative estimate of four vehicle trips per employee per day (round trip vehicle trips to and from work, as well as round trip vehicle trips to and from lunch). The estimate of total daily trips associated with the scheduled routes was based on a conservative estimate of two vehicle trips per stored vehicle per day (one to the project site and one trip away from the project site). Project-generated vehicle trips were calculated and extrapolated to derive total annual mileage in CalEEMod. Emission rates for N2O emissions were based on the vehicle mix output generated by CalEEMod and the emission factors found in the California Climate Action Registry General Reporting Protocol. Based on the CalEEMod model estimate, potential development would generate approximately 131,631 annual VMT.
Table 3 shows the estimated mobile emissions of GHGs for the project based on the estimated annual VMT. As noted above, the CalEEMod model does not calculate N2O emissions related to mobile sources. As such, N22HPLVVLRQVZHUHFDOFXODWHGEDVHGRQWKHSURMHFW·V907XVLQJ calculation methods provided by the California Climate Action Registry General Reporting Protocol (January 2009). As shown in Table 3 below, the project would result in approximately
61.14 metric tons of CO2E units associated with mobile emissions.
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
18 Table 3
Estimated Annual Mobile Emissions of Greenhouse Gases
Emission Source Annual Emissions
(Carbon Dioxide Equivalent (CO2E)
Mobile Emissions (CO2 & CH4) 1 58.14 metric tons
Mobile Emissions (N2O) 2 3 metric tons
Total 61.14 metric tons
1 See Appendix A for calculations in CalEEMod Model output. 2 See Appendix A for calculations according to California Climate Action Registry General Reporting Protocol, Reporting Entity-Wide Greenhouse Gas Emissions, Version 3.1,January 2009, page 30-35.
As shown in Table 3, the proposed project would generate an estimated 61.14 metric tons of CO2E per year. Because the total amount of GHG emissions would be lower than the threshold of 1,100 metric tons CO2E per year, impacts associated with GHG emissions would be less than significant.
&DO(3$·V&OLPDWH$FWLRQ7HDP
&$7
SXEOLVKHGWKH2006 CAT Report which includes GHG
emissions reduction strategies intended for projects emitting less than 10,000 tons CO2E/year.
In addition, the California Attorney *HQHUDO·V2IILFHKDVGHYHORSHG*OREDO:DUPLQJ0HDVXUHV
DQG235·V&(4$DQG&OLPDWH&KDQJH
&DOLIRUQLD$LU3ROOXWLRQ&RQWURO2IILFHrs
Association, 2008) document includes greenhouse gas reduction measures intended to reduce GHG emissions in order to achieve statewide emissions reduction goals.
All of these measures aim to curb the GHG emissions through suggestions pertaining to land use, transportation, renewable energy, and energy efficiency. Several of these actions are already required by California regulations, such as:
AB 1493 (Pavley) requires the state to develop and adopt regulations that achieve the maximum feasible and cost-effective reduction of climate change emissions emitted by passenger vehicles and light duty trucks.
In 2004, ARB adopted a measure to limit diesel-fueled commercial motor vehicle idling.
The Integrated Waste Management Act of 1989, (AB 939, Sher, Chapter 1095, Statutes of 1989) established a 50% waste diversion mandate for California.
Public Resources Code 25402 authorizes the CEC to adopt and periodically update its building energy efficiency standards (that apply to newly constructed buildings and additions to and alterations to existing buildings).
&DOLIRUQLD·V5HQHZDEOH3RUWIROLR6WDQGDUG
536
HVWDEOLVKHGLQUHTXLUHVWKDWDOO
load serving entities achieve a goal of 33 percent of retail electricity sales from renewable energy sources by 2020, within certain cost constraints.
Green Building Executive Order, S-20-04 (CA 2004), sets a goal of reducing energy use in public and private buildings by 20 percent by the year 2015, as compared with 2003 levels.
The proposed project would not involve new development and would comply with applicable regulatory requirements; therefore, the project ZRXOGQRWFRQIOLFWZLWKWKH6WDWH·VGHG-related legislation and would not hinder the ability to meet GHG reduction goals. Impacts would be less than significant.
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
19 For the reasons discussed above, project impacts related to GHG emissions would be less than significant.
Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
VIII. HAZARDS AND HAZARDOUS
MATERIALS - Would the Project:
a) Create a significant hazard to the public or
the environment through the routine
transport, use, or disposal of hazardous
materials?
b) Create a significant hazard to the public or
the environment through reasonably
foreseeable upset and accident conditions
involving the release of hazardous
materials into the environment?
c) Emit hazardous emissions or handle
hazardous or acutely hazardous materials,
substances, or waste within ¼ mile of an
existing or proposed school?
d) Be located on a site which is included on a
list of hazardous material sites compiled
pursuant to Government Code Section
65962.5 and, as a result, would it create a
significant hazard to the public or the
environment?
e) For a project located within an airport land
use plan or, where such a plan has not
been adopted, within two miles of a public
airport or public use airport, would the
Project result in a safety hazard for people
residing or working in the Project area?
f) For a project within the vicinity of a private
airstrip, would the Project result in a safety
hazard for people residing or working in
the Project area?
g) Impair implementation of or physically
interfere with an adopted emergency
response plan or emergency evacuation
plan?
h) Expose people or structures to a
significant risk of loss, injury, or death
involving wildland fires, including where
wildlands are adjacent to urbanized areas
or where residences are intermixed with
wildlands?
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
20 a, b) The proposed project would involve the sale of the City owned property to Crown Disposal, for its initial use as a collection vehicle yard and vehicle maintenance facility. As previously mentioned, the City of Santa Paula currently has its vehicle fleet maintenance operations on the property and Crown Disposal would share these facilities with the City.
Operation of the proposed project would not involve the use or transport of hazardous materials that could create the potential for hazardous material release. Furthermore, Rincon Consultants, Inc. conducted a site visit on April 27, 2012 and found no evidence of hazardous material use or storage. Therefore, no impacts would occur with respect to these issues. c) The project site is not within ¼ mile of an existing or proposed school. No impact would occur.
d) The following databases were checked on April 27, 2012 for known hazardous materials contamination at the project site:
Comprehensive Environmental Response, Compensation, and Liability Information System (CERCLIS) database;
Environmental Protection Agency EnviroMapper database;
California State Water Quality Control Board GeoTracker database; and California Department of Toxic Substances Control EnviroStor database The project site does not appear on any of the above lists. Therefore, no impact would occur. e, f) The project site is located about 2.3 miles west of Santa Paula Airport. The project site is not located within the KI Airport Safety Zone (Airport Influence/Traffic Pattern Zone) of the Santa Paula Airport Land Use Plan. This corresponds to the area labeled KI Airport-Influenced Area Overlay RQWKH&LW\·V=RQLQJ0DS. Furthermore, the proposed project would not involve the construction of buildings or physical development, which would interfere with air traffic in this area. Therefore, no impacts related to airport safety would occur. g) The proposed project would generate employee vehicle trips to the project site. As described in Section XVI, Transportation/ Traffic, the project would generate approximately 76 vehicle trips per day, which would not cause congestion on local roadways that would interfere with established evacuation procedures. Therefore, project impacts related to emergency access would be less than significant.
h) As shown on Figure S-5 of the Santa Paula General Plan Safety Element (1998), the project is within a low fire hazard area, and the project site is surrounded by urban and agricultural uses, not wildlands. The project would have no impact from exposure to wildland fires.
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
21 Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
IX. HYDROLOGY AND WATER QUALITY
± Would the Project:
a) Violate any water quality standards or
waste discharge requirements?
b) Substantially deplete groundwater
supplies or interfere substantially with
groundwater recharge such that there
would be a net deficit in aquifer volume or
a lowering or the local groundwater table
level (e.g., the production rate of preexisting nearby wells would drop to a level which would not support existing land
uses or planned uses for which permits
have been granted)?
c) Substantially alter the existing drainage
pattern of the site or area, including
through the alteration of the course of a
stream or river, in a manner which would
result in substantial erosion or siltation onor off-site? d) Substantially alter the existing drainage
pattern of the site or area, including the
alteration of the course of a stream or
river, or substantially increase the rate or
amount of surface runoff in a manner
which would result in flooding on- or offsite?
e) Create or contribute runoff water which
would exceed the capacity of existing or
planned stormwater drainage systems or
provide substantial additional sources of
polluted runoff?
f) Otherwise substantially degrade water
quality?
g) Place housing within a 100-year flood
hazard area as mapped on a federal
Flood Hazard Boundary or Flood
Insurance Rate Map or other flood hazard
delineation map?
h) Place within a 100-year flood hazard area
structures which would impede or redirect
flood flows?
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
22 Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
IX. HYDROLOGY AND WATER QUALITY
± Would the Project:
i) Expose people or structures to a
significant risk of loss, injury, or death
involving flooding, including flooding as a
result of the failure of a levee or dam?
j) Inundation by seiche, tsunami, or
mudflow?
a, c-f) The project site is located in close proximity to an agricultural drainage channel. Water carried in this channel flows to the southeast along Todd Lane until it empties into the Santa Clara River, which is located about 1,250 feet (about ¼ mile) away. The proposed project could have impacts on water quality and drainage during operation. Hydrological impacts from operation of the project could result if the project led to increased runoff resulting from an increase in impervious surfaces on-site. However, as on-site hydrological conditions would not be altered as a result of the proposed project, no change in the existing drainage pattern or surface runoff as a result of the project would occur. Therefore, the project would have no impact with respect to these issues.
b) The proposed project would involve the sale of the City owned property to Crown Disposal, for its initial use as a collection vehicle yard and vehicle maintenance facility. As previously mentioned, the City of Santa Paula currently has its vehicle fleet maintenance operations on the property and Crown Disposal would share these facilities with the City. The proposed project would EHFRQQHFWHGWRWKH&LW\RI6DQWD3DXOD·VZDWHUVXSSOy system, and would consume potable water. The incremental increase in water demand associated with the proposed project could be accommodated by WKH&LW\·V\HDUO\DOORFDWLRQ. Additionally, the project would not interfere with groundwater recharge because the project would not involve construction activities that would alter existing drainage patterns or result in an increase of impervious surfaces. Therefore, WKHSURMHFW·V potential to substantially deplete groundwater supplies or interfere with groundwater recharge would be less than significant. g-h) The project site is located approximately 1,250 feet (about ¼ mile) from the Santa Clara River. Per FEMA flood zone maps (#06111C0779E), the site is located in Zone X. Part of the site is located in Zone X, ´2WKHU$UHDVµZKLFKDUHoutside both the 100-year flood zone (the area with a 1% chance per year of flooding) and the 500-year flood zone (the area with a 0.2% chance per year of flooding). However, the western end of the project site is located in Zone X, ´2WKHU )ORRG$UHDVµ7KHVHDUHDVDUHHLWKHUwithin the 500-year flood zone; within areas of 1% annual chance flood with average depths of one foot or with drainage areas less than one square mile; or within areas protected by levees from 1% annual chance flood. Development in these areas may be subject to shallow flooding during a 500-year storm. However, the proposed project would not involve construction activity or physical development that would tend to impede Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
23 flood flows or expose people to significant flood-related safety impacts. Therefore, impacts would be less than significant.
i) According to the Safety Element of the Santa Paula General Plan (City of Santa Paula, )HEUXDU\
´$WOHDVWIRXUGDPVQRUWKHDVWRIWKH6DQWD3DXODDUHDKDYHWKHhypothetical potential to result in dam inundation to the City or surrounding environs: Lake Pyramid Dam, Lake Castaic Dam, Bouquet Canyon Dam, and SDQWD)HOLFLD'DP /DNH3LUX
µWhile potential
failure of any of these dams could cause catastrophic damage in parts of Santa Paula near the Santa Clara River, including the project site, the Safety Element concluded that this possibility is remote, and that the dams in question have been engineered to withstand reasonably expected seismic shaking, which would be the most likely cause of such failure. Furthermore, the project site is within the City of Santa Paula and is designated and zoned for Institutional/Civic uses, which would be consistent with the existing and proposed vehicle storage and maintenance operations. Therefore, impacts would be less than significant. j) A tsunami is a tidal wave produced by off-shore seismic activity; seiches are seismicallyinduced waves that occur in large bodies of water, such as lakes. According to the California Department of Conservation, the project site is not located within a tsunami hazard zone (2012).
Additionally, because the project site is not in proximity to a large body of water, the project does not involve any structures, and seiches are not a significant concern. According to the Santa Paula General Plan Update (1998), the project site is not located within an area subject to potentially high landslide or debris and mud flows. Therefore, no impact related to these hazards would occur.
Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
X. LAND USE AND PLANNING --
Would the proposal:
a) Physically divide an established
community?
b) Conflict with any applicable land use plan,
policy, or regulation of an agency with
jurisdiction over the Project (including, but
not limited to the general plan, specific
plan, local coastal program, or zoning
ordinance) adopted for the purpose of
avoiding or mitigating an environmental
effect?
c) Conflict with an applicable habitat
conservation plan or natural community
conservation plan?
a) The project site is located on a developed parcel, on the western edge of the developed part of Santa Paula. The vehicle storage and maintenance uses that would be operational under the proposed project would not create a physical barrier that would divide an established Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
24 community. The project would preserve the local vehicular circulation system, and thus would not physically divide an established community. Therefore, no impact would occur. b) The proposed project would involve the sale of the City owned property to Crown Disposal, for its initial use as a collection vehicle yard and vehicle maintenance facility. As previously mentioned, the City of Santa Paula currently has its vehicle fleet maintenance operations on the property and Crown Disposal would share these facilities with the City. The project site is designated Industrial (I).
The Santa Paula General Plan Land Use Element (City of Santa Paula, April 1998) describes the Industrial land use designation in the following ways:
Industrial land uses provide for all types of industry, including custom industry, light manufacturing, general and heavy manufacturing activities.
The proposed use is consistent with current operations performed by the City of Santa Paula and with the descriptions FRQWDLQHGLQWKH&LW\·V/DQG8VH(OHPHQWChapter 16.21, Industrial Zones, of the Santa Paula Municipal Code describes the I (Industrial Zone) in the following way:
The I zone allows a wide range of assembly, distribution, industrial, manufacturing, storage uses, and other industrial businesses that serve both local and regional customer bases. Limited outdoor operations that do not create objectionable impacts to surrounding properties, such as emissions of odor, dust, gas, fumes, smoke, glare, liquids, waste, noise, vibrations, disturbances or other similar impacts, are permitted in this zone. Heavy industrial uses are required to mitigate objectionable characteristics through the application of site design standards, environmental standards, and by review under a Conditional Use Permit in accordance with Chapter 16.218 of thH&LW\·V municipal code.
The proposed project involves no new physical development and would continue the current use of the project site; therefore, the project would have no impact related to potential conflicts with applicable land use plans, policies, or regulations. c) The project site is not located within an area that is subject to an adopted habitat conservation plan or natural community plan. No impact would occur.
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
25 Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
XI. MINERAL RESOURCES --
Would the Project:
a) Result in the loss of availability of a known
mineral resource that would be of value to
the region and the residents of the state?
b) Result in the loss of availability of a locally
important mineral resource recovery site
delineated on a local general plan, specific
plan, or other land use plan?
a-b) As shown on Figure CO-5 of the General Plan Conservation Element (City of Santa Paula, February 1998), the project site is a designated Aggregate Resources Area. However, the project site is not currently being used for the mining of aggregate resourcesDQGWKH&LW\·VORQJ-range plans for the area call for the continuation of Institutional/Civic uses. The proposed project would therefore have a less than significant impact related to the loss of availability of a known mineral resource.
Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
XII. NOISE ± Would the Project result in:
a) Exposure of persons to or generation of
noise levels in excess of standards
established in the local general plan or
noise ordinance, or applicable standards
of other agencies?
b) Exposure of persons to or generation of
excessive groundborne vibration or
groundborne noise levels?
c) A substantial permanent increase in
ambient noise levels above levels existing
without the Project?
d) A substantial temporary or periodic
increase in ambient noise levels in the
Project vicinity above levels existing
without the Project?
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
26 Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
XII. NOISE ± Would the Project result in:
e) For a project located within an airport land
use plan or, where such a plan has not
been adopted, within two miles of a public
airport or public use airport, would the
Project expose people residing or working
in the Project area to excessive noise
levels?
f) For a project within the vicinity of a private
airstrip, would the Project expose people
residing or working in the Project area to
excessive noise?
Noise level (or volume) is generally measured in decibels (dB) using the A-weighted sound pressure level (dBA). The A-weighting scale is an adjustment to the actual sound power levels to be consistent with that of human hearing response, which is most sensitive to frequencies around 4,000 Hertz (about the highest note on a piano) and less sensitive to low frequencies (below 100 Hertz). The City of Santa Paula adopted its General Plan Noise Element along with the rest of the General Plan in February 1998. The Noise Element provides a description of existing noise levels and sources and incorporates comprehensive goals, policies, and implementing actions. The Noise Element uses the California Department of Health, Office of 1RLVH&RQWURO·VODQGXVHFRPSDWLELOLW\FDWHJRULHVIRUFRPPXQLW\QRLVHH[SRVXUHZKLFKDUH shown in Table 4. Under WKHVHJXLGHOLQHVWKHPD[LPXP´QRUPDOO\DFFHSWDEOHµQRLVHOHYHOIRU industrial uses is 75 dBA Ldn or CNEL. Ldn is the time average of all A-weighted levels for a 24-hour period, with a 10 dB upward adjustment added to those noise levels occurring between 10:00 p.m. and 7:00 a.m. to account for the general increased sensitivity of people to nighttime noise levels. The Community Noise Equivalent Level (CNEL) is similar to the Ldn except that it adds 5 additional dB to evening noise levels (7:00 p.m. to 10:00 p.m.). $´QRUPDOO\DFFHSWDEOHµ noise level means that the specified land use would be satisfactory based upon the assumption that any buildings involved are of normal conventional construction, without any special noise insulation requirements. 7RLPSOHPHQWWKH&LW\·VQRLVHSROLFLHVWKH&LW\KDVDGRSWHGD1RLVH Ordinance as Chapter 93 of Title IX of the Santa Paula Municipal Code (SPMC). Section 93.21 states that it is unlawful for a source of sound to exceed the sound level limits shown in Table 5, as measured at the receptor. Section 93.23 states that construction activities between 8:00 a.m. and 6:00 p.m., Monday through Friday, are exempt from these sound level limits. Operation of the project would be subject to these limits.
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
27 Table 4
Land Use Compatibility for Noise Environments
Land Use Category
Community Noise Exposure Level
Normally
Acceptable
Conditionally
Acceptable
Normally
Unacceptable
Clearly
Unacceptable
Low Density, Single-Family, Duplex,
Mobile Homes 50-60 55-70 70-75 75+
Residential ± Multiple Family 50-65 60-70 70-75 75+
Transient Lodging ± Motel, Hotels 50-65 60-70 70-80 80+ Schools, Libraries Churches, Hospitals,
Nursing Homes 50-65 60-70 70-80 80+
Auditoriums, Concert Halls, Amphitheaters NA 50-70 65+ NA Sports Arenas, Outdoor Spectator Sports NA 50-75 70+ NA Playgrounds, Neighborhood Parks 50-70 NA 67-75 73+
Golf Courses, Riding Stable, Water
Recreation, Cemeteries 50-75 NA 70-80 80+
Office Buildings, Business Commercial
and Professional 50-70 67 -77 75+ NA
Industrial, Manufacturing, Utilities,
Agriculture 50-75 70-80 80+ NA
Source: Office of Noise Control, California Department of Health; City of Santa Paula Noise Element.
Notes: NA - Not Applicable
Normally Acceptable ± Specified land use is satisfactory, based upon the assumption that any buildings involved are of normal conventional construction, without any special noise insulation requirements Conditionally Acceptable ± New construction or development should be undertaken only after a detailed analysis of the noise reduction requirements is made and needed noise insulation features included in the design. Conventional construction, but with closed windows and fresh air supply systems or air conditioning will normally suffice.
Normally Unacceptable ± New construction or development should be discouraged. If new construction or development does proceed, a detailed analysis of the noise reduction requirements must be made and needed noise insulation features included in the design.
Clearly Unacceptable ± New construction or development should generally not be undertaken.
Table 5
City of Santa Paula Sound Level Limits
Land Use Time Period Level
Residential Nighttime (10:00 p.m. - 7:00 a.m.) 60 dBA
Daytime (7:00 a.m. - 10:00 p.m.) 65 dBA
Neighborhood
Commercial Anytime 65 dBA
Commercial & Office Anytime 70 dBA
Industrial Anytime 75 dBA
Schools, Libraries,
Hospitals, Community
Care facility, and
Assembly Halls
Anytime 65 dBA
Source: Santa Paula Municipal Code, Section 93.21, last update March 17, 2008, Accessed April 2012
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
28 The Federal Interagency Committee on Noise (FICON) recommendations were used to determine whether or not increases in roadway noise would be considered significant. Table 6 shows the significance thresholds for increases in traffic-related noise levels, which can be used to determine the significance of traffic-related noise impacts caused by the project alone or from other sources such as cumulative development. If residential development or other sensitive receptors would be exposed to traffic noise increases exceeding the criteria in Table 6, impacts would be significant.
Table 6
Significance of Changes in Operational
Roadway Noise Exposure
Ambient Noise Level with Project
(Ldn or CNEL) Significant Impact
< 60 dB + 5.0 dB or more
60 ± 65 dB + 3.0 dB or more
> 65 dB + 1.5 dB or more
Source: Federal Interagency Committee on Noise (FICON), August 1993 a, c) The proposed project would involve the sale of the City owned property to Crown Disposal, for its initial use as a collection vehicle yard and vehicle maintenance facility. As previously mentioned, the City of Santa Paula currently has its vehicle fleet maintenance operations on the property and Crown Disposal would share these facilities with the City. The project would generate vehicular trips that would contribute to noise levels in the project vicinity and local roads. The most common sources of noise in the project site vicinity are transportation-related, such as automobiles, trucks, and motorcycles on local roads and Highway 126 (the Santa Paula Freeway). The primary sources of roadway noise near the project site are automobiles traveling on Highway 126, Peck Road, Corporation Street.
To measure ambient noise levels at the project site, one weekday morning 20-minute noise measurement was taken using an ANSI Type II integrating sound level meter on April 27, 2012.
The noise measurement was taken on Corporation Street, immediately across from the project site, approximately 500 feet from the edge of Highway 126. Results of the noise monitoring are shown in Table 7. Complete noise monitoring data can be found in Appendix B.
Table 7
Noise Monitoring Results
Measurement Location Primary Noise
Source
Approximate Distance to
Primary Noise Source
Leq
(dBA)
Closest
Sensitive
Receptor
1. Corporation Street,
immediately across from
the project site
Highway 126 (Santa
Paula Freeway) and
generator noise
500 feet from edge of
roadway 60 Single-family residences
Source: Field measurements using ANSI Type II Integrating sound level meter.
See Appendix B for noise monitoring data sheets
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
29 The recorded noise level (Leq) at the noise monitoring location, across the street from the project site, was approximately 60 dBA, which is within WKH´QRUPDOO\DFFHSWDEOHµrange shown in Table 4 for the industrial type uses.
The project site is not in close proximity to sensitive receptors such as residences or schools. The closest noise-sensitive receptors are several residences located approximately 400 feet south of the vehicle maintenance and storage area, along the east side of the southerly extension of Corporation Street. Additional residential uses are located further east on the other side of Peck Road.
On-VLWHRSHUDWLRQDOQRLVHIURPWKHSURSRVHGSURMHFWZRXOGEHVXEMHFWWR&LW\·V1RLVH2UGLQDQFH standards listed above and would thus be limited to 75 dBA at the closest sensitive receptors (residences located approximately 400 feet south of the vehicle maintenance and storage area).
All onsite operations would be limited to the daytime and would not therefore generate noise at night. Based on the distance between the proposed vehicle maintenance and storage uses and the closest sensitive receptors (approximately 400 feet), onsite noise would need to reach approximately 102 dBA in order to result in a significant impact at the nearest sensitive receptors. Based on measured noise conditions in the area and the nature of the proposed activity, it is not anticipated that noise levels as a result of the proposed vehicle maintenance and storage uses would reach such a level. Further, as stated above, vehicle maintenance operations are already occurring on the project site. On-site operation of the project would not have a significant impact on sensitive receptors.
As stated below in Section XVI, Transportation/ Traffic, operation of the project would generate an estimated 68 vehicle trips, which would generate noise along area roads. Although the majority of ambient noise in the area is generated by SR 126, project-generated traffic would increase noise levels along its route. The Federal Highway AdminisWUDWLRQ·V7UDIILF1RLVH Model (TNM) look-up tables were used to estimate noise based on traffic estimates described in Section XVI, Transportation/Traffic. The following roadway segment would receive the highest proportion of project-generated traffic and was therefore selected to analyze noise impacts.
Peck Road between Faulkner Road and the 126 Eastbound On-ramp The results of the TNM look-up tables are contained in Appendix B. Existing noise levels for the street segment listed above were calculated using existing traffic volumes (obtained from the traffic impact study prepared for the Calpipe Manufacturing Facility, dated August 25, 2011) for the street segment analyzed. This street segment was selected for analysis since this segment would be the one that would potentially impact the closest nearby sensitive receptors to the project site (residences located approximately 400 feet south of the vehicle maintenance and storage area). Traffic volumes were then translated into the noise estimates shown in Table 8.
Existing noise levels along the analyzed street segment in the project site vicinity are estimated at 64.7 dBA Leq. Project-related increases in average daily trips (ADT) were used to model the change in noise levels resulting from project-generated traffic along the current roadway segment of Peck Road, as shown in Table 8.
The project would result in a maximum noise increase of 2.0 dB at Faulkner Road between Peck Road and the 126 eastbound on-ramp. Existing noise levels are between 60 and 65 dBA leq; therefore, impacts would be significant if the project-generated an increase of 3.0 dB or more Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
30 (see Table 9). As shown in Table 8, traffic-generated noise would not exceed significance thresholds and impacts would be less than significant.
Table 8
Project Contribution to Roadway Noise Levels, dBA1
Receptor Location Existing Existing +
Project
Project Increase
(Existing Plus Project)
Peck Road between Faulkner
Road and 126 Eastbound OnRamp 64.7 66.7 2.0
1 At 50 feet from centerline of roadway
b) The proposed project would involve the sale of the City owned property to Crown Disposal, for its initial use as a collection vehicle yard and vehicle maintenance facility on property located at the western edge of the City of Santa Paula. There are no activities proposed that would result in excessive groundborne vibrations such as excavation and pile driving.
Therefore, no impact would occur.
d) The proposed project would involve the sale of the City owned property to Crown Disposal, for its initial use as a collection vehicle yard and vehicle maintenance facility. The project would not involve construction activities or physical development that would create a substantial temporary of periodic increase in ambient noise levels. Furthermore, the proposed vehicle storage and maintenance use are consistent with current operations performed by the City and would therefore not result in temporary increase in noise levels above exiting conditions.
Impacts would be less than significant.
e, f) The project site is located about 2.3 miles west of Santa Paula Airport. The project site is not located within the KI Airport Safety Zone (Airport Influence/Traffic Pattern Zone) of the Santa Paula Airport Land Use Plan. This corresponds to the area labeled KI Airport-Influenced $UHD2YHUOD\RQWKH&LW\·V=RQLQJ0DS. The proposed project is not a noise sensitive use, would not involve physical development and, would be consistent with current noise JHQHUDWLQJRSHUDWLRQVSHUIRUPHGE\WKH&LW\·VYHKLFOHPDLQWHQDQFHIOeet. The project does not involve residences or other uses that would subject people to high ambient noise levels as a result of airplane noise. Therefore, these impacts would be less than significant.
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
31 Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
XIII. POPULATION AND HOUSING ²
Would the Project:
a) Induce substantial population growth in an
area, either directly (for example, by
proposing new homes and businesses) or
indirectly (for example, through extension
of roads or other infrastructure)?
b) Displace substantial numbers of existing
housing, necessitating the construction of
replacement housing elsewhere?
c) Displace substantial numbers of people,
necessitating the construction of
replacement housing elsewhere?
a) The proposed project would not directly induce substantial population growth because no residential units are proposed. The project may indirectly induce population growth by creating new jobs (approximately twelve personnel during the week, five personnel on Saturdays and two personnel on Sundays), but these personnel are already employed in the City of Santa Paula and WKLVDUHDKDVEHHQSODQQHGIRUWKHVHNLQGVRIXVHVLQWKH&LW\·V*HQHUDO Plan (see Section X, Land Use and Planning), so the project in itself would not induce any additional population growth. 7KHUHIRUHWKHSURMHFW·VSRWHQWLDOWRLQGXFHVXEVWDQWLDO population growth, either directly or indirectly, would be less than significant. b, c) The areas to be developed under the proposed project are located on previously disturbed land with no residential uses, and the project would not result in the displacement of housing or people. No impact would occur.
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
32 Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
XIV. PUBLIC SERVICES
a) Would the Project result in substantial
adverse physical impacts associated with
the provision of new or physically altered
governmental facilities, or the need for
new or physically altered governmental
facilities, the construction of which could
cause significant environmental impacts,
in order to maintain acceptable service
ratios, response times or other
performance objectives for any of the
public services:
i) Fire protection?
ii) Police protection?
iii) Schools?
iv) Parks?
v) Other public facilities?
a.i and ii) The project site would be served by the Santa Paula Fire Department (SPFD) and the Santa Paula Police Department (SPPD) for emergency protection services. The Santa Paula 3ROLFH'HSDUWPHQW·V
633'
SDWURORSHUDWLRQVFRQVLVWRIIRXUSDWUROWHDPVWZRDVVLJQHG alternating shifts at night (6:00 pm to 6:00 am) and two teams alternating during the day. Each Team is led by a Watch Commander (a Police Sergeant) assisted by an assistant Watch Commander (a Senior Police Officer). Although minimum staffing on any shift can drop down as low as 2 officers and a supervisor, typically the SPPD staffs the shift with at least three officers or more (City of Santa Paula PD website, May 2012). These resources would be available to provide police services to the project site.
The Santa Paula Fire Department (SPFD) provides emergency services for the City of Santa Paula and surrounding area. In addition to responding to a wide range of emergencies in the &LW\RI6DQWD3DXODWKH63)'·VHQJLQHFRPSDQLHVDUHFDOOHGWRLQFLGHQWVWKURXJKRXW9HQWXUD County and the entire state. The SPFD maintains automatic aid agreements with Ventura County Fire, Ventura City Fire, Oxnard Fire, Federal Fire of Ventura County, and Fillmore Fire, ZKRXWLOL]HERWKWKH63)'·VHQJLQHFRPSDQLHVDQG/LJKWDQG$LUVHUYLFHXQLW. SPFD is a combination department with a mix of full-time and part-time reserve firefighters. SPFD engine companies are staffed with a full-time Captain and Engineer, and one to two part-time Reserve Firefighters. The SPFD responds to over 2,100 emergency calls per year from two engine companies strategically placed at separate stations in the city. As a result, the SPFD is able to provide continuous coverage throughout Santa Paula with an average response time of less than 5 minutes to all 911 calls. The SPFD also maintains two primary, on-duty engine companies at all times, as well as two reserve engines and other apparatus to meet the needs of Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
33 the community (City of Santa Paula FD website, May 2012). These resources would be available to provide fire and emergency services protection to the project site. The SPFD station closest to the project site is located at 536 West Main Street in Santa Paula, which is located about 1.5 miles by road from the project site.
The project would involve the sale of the City owned property to Crown Disposal, for its initial use as a collection vehicle yard and vehicle maintenance facility. The project would not involve construction activities or physical development that would generate additional service calls of create the need for new or expanded facilities. No impact would occur. a.iii, iv, v) The proposed project does not include residential development that would directly result in population increases or increased demand for schools, parks, or other facilities. The jobs created by the project may indirectly lead to some population growth, but, as explained in Section XIII, Population and Housing, the project in itself would not induce any additional population growth. For these reasons, no impact would occur.
Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
XV. RECREATION --
a) Would the Project increase the use of
existing neighborhood and regional parks
or other recreational facilities such that
substantial physical deterioration of the
facility would occur or be accelerated?
b) Does the Project include recreational
facilities or require the construction or
expansion of recreational facilities which
might have an adverse physical effect on
the environment?
a, b) The proposed project does not involve the development of residences that would result in an increase in population or additional demand for park or recreational facilities. Furthermore, the project would not directly or indirectly affect any existing parks or recreation facilities.
Therefore, no impact would occur.
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
34 Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
XVI. TRANSPORTATION / TRAFFIC --
Would the Project:
a) Conflict with an applicable plan, ordinance
or policy establishing a measure of
effectiveness for the performance of the
circulation system, taking into account all
modes of transportation, including mass
transit and non-motorized travel and
relevant components of the circulation
system, including but not limited to
intersections, streets, highways, and
freeways, pedestrian and bicycle paths,
and mass transit?
b) Conflict with an applicable congestion
management program, including, but not
limited to level of service standards and
travel demand measures, or other
standards established by the county
congestion management agency for
designated roads or highways?
c) Result in a change in air traffic patterns,
including either an increase in traffic levels
or a change in location that results in
substantial safety risks?
d) Substantially increase hazards due to a
design feature (e.g., sharp curves or
dangerous intersections) or incompatible
use (e.g., farm equipment)?
e) Result in inadequate emergency access?
f) Conflict with adopted policies, plans, or
programs regarding public transit,
bikeways, or pedestrian facilities, or
otherwise substantially decrease the
performance or safety of such facilities?
a, b) Hansen and Associates prepared a traffic impact study for the Calpipe Manufacturing Facility project in August 2011 to assess its potential impacts on the following nearby intersections: Faulkner Road/South Peck Road; Faulkner Road/SR 126 WB Ramps; South Peck Road/SR 126 EB Ramps. The complete traffic impact study is incorporated by reference in this Initial Study.
The intersection that would be impacted by project-generated traffic would be the Peck Road/SR 126 EB ramp intersection. This intersection was evaluated in the aforementioned traffic impact study prepared for the Calpipe Manufacturing Facility (Hansen Associates, Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
35 August 2011). If increased traffic created by the project created traffic congestion on local roads, it could conflict with level of service (LOS) standards established by the City of Santa Paula.
Goal 1.3 of the City’s General Plan Circulation Element (City of Santa Paula, 1998) is to “Provide for a high level of service and safety and an adequate, efficient circulation pattern on the City's street system”, and Policy 1.1.a states that “The City should adopt level of service (LOS) "C" as the minimum acceptable LOS for City streets and intersections (weekday P.M. peak period).”
Table 9 provides the existing LOS for the Peck Road/SR 126 EB ramp intersection studied in the traffic impact study. As shown in Table 9, the SR 126 Eastbound (EB) Ramps/ Peck Road intersection currently operates at LOS A in the A.M. peak hour and LOS D in the P.M. peak hour.
Table 9
Existing Weekday Intersection Level of Service
Location Traffic
Control
A.M. P.M.
ICU Delay* LOS ICU Delay LOS
SR 126 EB Ramps/S.
Peck Rd.
All Way
Stop 8.8 A 25.8 D
Source: Hansen Associates, 2011
* Intersection Delay (seconds/vehicle)
ICE = Intersection Capacity Utilization
LOS – Level of Service
Vehicle trips generated by the proposed project consist of employee vehicle trips and vehicle trips generated by the daily scheduled routes of the on-site vehicles. A maximum of 12 employees would be on-site during the week, which would add approximately 48 ADT to the local roadway network. Additionally, this analysis assumes an average of one trip into the project site and one trip away from the project site, for the 10 vehicles that would go on daily routes during the week. Therefore, the proposed project would generate an estimated 68 ADT.
As the Peck Road/SR 126 EB ramp intersection is forecast to operate at LOS D during the P.M. peak hour, the addition of 68 ADT would incrementally contribute to the unacceptable LOS at this intersection. Therefore the project’s contribution to cumulative traffic impacts would be significant unless mitigation is incorporated.
The following mitigation measure would be required in order to reduce impacts to cumulative traffic impacts at the Peck Road/SR 126 EB Ramps intersection.
T-1 Fair Share Contribution for a Traffic Signal. The project applicant shall provide a proportionate fair-share contribution towards the installation of a traffic signal at the Peck Road/SR 126 EB Ramps intersection. The City shall collect proportionate fees prior to project occupancy.
With installation of a traffic signal at the Peck Road/SR 126 EB Ramps intersection (which would be paid for via fair share contribution including that required by Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
36 Mitigation Measure T-1), the SR 126/Peck Road interchange would operate at LOS A during both peak hours and cumulative impacts would be reduced to a less than significant level.
c) As discussed in Section VIII, Hazards and Hazardous Materials, given the fact that the project site is located about two miles from the nearest airport (Santa Paula airport), and that the proposed project would not involve the construction of buildings or any physical development, the project would not present any impediments to air traffic, and would therefore not affect air traffic patterns. Therefore, no impact would occur.
d, e) The project site is currently accessible via Corporation Street and South Peck Road, which would remain the access route to the project site after implementation of the project. None of these streets feature hazardous design features such as sharp curves or dangerous intersections.
As described above, the project would not result in levels of traffic congestion that would impede emergency access. Therefore, the project would not create significant traffic safety hazards or adversely affect emergency access, and these impacts would be less than significant.
f) The proposed project would not result in changes to the public transportation system that would conflict with adopted policies plans or programs. Additionally, as described in Section XIII, Population and Housing, no significant population increase would result from the project that would increase the burden on public transportation. Therefore, the project would have no impact in this regard.
Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
XVII. UTILITIES AND SERVICE SYSTEMS --
Would the Project:
a) Exceed wastewater treatment
requirements of the applicable Regional
Water Quality Control Board?
b) Require or result in the construction of
new water or wastewater treatment
facilities or expansion of existing facilities,
the construction of which could cause
significant environmental effects?
c) Require or result in the construction of
new storm water drainage facilities or
expansion of existing facilities, the
construction of which could cause
significant environmental effects?
d) Have sufficient water supplies available to
serve the Project from existing
entitlements and resources, or are new or
expanded entitlements needed?
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
37 Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
XVII. UTILITIES AND SERVICE SYSTEMS --
Would the Project:
e) Result in a determination by the
wastewater treatment provider which
serves or may serve the Project that it has
adequate capacity to serve the Project¶V
projected demand in addition to the
SURYLGHU¶VH[LVWLQJFRPPLWPHQWV"
f) Be served by a landfill with sufficient
permitted capacity to accommodate the
Project¶VVROLGZDVWHGLVSRVDOQHHGV"
g) Comply with federal, state, and local
statutes and regulations related to solid
waste?
a, b, e) The proposed project would not involve any physical development that would use additional wastewater. On-site personnel would generate a minimal amount of wastewater.
However, this minimal amount of wastewater generated by the proposed project would be treated at WKH&LW\·VQHDUE\wastewater treatment and recycling facility, which is located at 905 Corporation Street. According to information provided by the City of Santa Paula Public Works Department (personal contact, Randy Toedter, August 2011), the capacity of this facility is 3.4 mgd, with a surplus capacity of 1.4 mgd. However, the facility currently discharges to recharge basins with a capacity of 2.6 mgd, which means that without the addition of further discharge RSWLRQVWKHIDFLOLW\·VDFWXDOVXUSOXVFDSDFLW\LVPJG. The minimal amount of wastewater generated by the proposed project would be accommodated by the 0.6 mgd surplus capacity of the &LW\·V wastewater facility. Therefore, project impacts related to wastewater resources or facilities would be less than significant.
c) The proposed project would involve the sale of the City owned property to Crown Disposal, for its initial use as a collection vehicle yard and vehicle maintenance facility. The project site has been previously disturbed and is covered mostly by impervious surfaces. Under the proposed project, all on-site stormwater runoff would be maintained and managed on site.
Therefore, the project would not increase the amount of stormwater draining to local stormwater drainage facilities, and would therefore have no impact on such facilities. d) The proposed project would be located on a City owned property, which was the location of WKH&LW\·VZDVWHZDWHUWUHDWPHQWSODQWDQGLVWKHUHIRUe already connected to the City of Santa 3DXOD·VZDWHUVXSSO\V\VWHP$FFRUGLQJWRWKH&LW\·V*HQHUDO3ODQ)LQDO(,5 &LW\RI6DQWD
Paula, February 1998), the primary water source for the City is ground water from the Santa Paula Ground Water Basin. The Santa Paula Basin is one of a series of interconnected ground water basins underlying the Santa Clara River Valley. It is approximately 2,000 feet thick based on oil well logs, and can potentially hold up to 4,915,000 acre-feet of water. It is an adjudicated Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
38 system, with the City of Santa Paula having been granted an allocation of 6,085 AFY. Based on the nature of the project, water demand would be minimal. 7KHSURMHFW·Vminimal demand for water would be accommodated by WKH&LW\·V\HDUO\DOORFDWLRQTherefore, project impacts related to water supply would be less than significant. f, g) The proposed project would involve the operation of a vehicle storage and maintenance facility that would generate solid waste. Trash collection and disposal in Santa Paula is performed by the City through private contractor Crown Disposal, Inc., which disposes of refuse collected in the city at the privately owned Chiquita Canyon Landfill located at 29201 Henry Mayo Drive in Valencia, California (City of Santa Paula General Plan, 1998). However, the Toland Landfill located at 3500 North Toland Road in Santa Paula, is also available for the City to use during the planning period of the General Plan (through 2020). Currently, the City generates approximately 20,000 tons of solid waste a year (City of Santa Paula General Plan, 1998). The Chiquita Canyon Landfill has a capacity of 63,900,000 Cubic Yards until its scheduled closure date in November of 2019. The daily average intake at Chiquita Canyon Landfill is 3,500 tons/day and the capacity is 6,000 tons/day (CalRecycle, 2012). The Toland Landfill has recently increased its capacity to 0.52 million tons a year for the next 29 years. The Toland Landfill has an average daily intake of 1,400 tons/day and a capacity of 1,500 tons/day (CalRecycle, 2012).
Based on the nature of the project, solid waste generation would be minimal. Assuming approximately 50% of this minimal amount of waste is diverted with adherence to AB 939, solid waste generation as a result of the proposed project would not be anticipated to exceed the remaining capacity at any of the landfills listed above. Therefore, impacts of the proposed project related to generation of solid waste would be less than significant.
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
39 Potentially
Significant
Impact
Potentially
Significant
Unless
Mitigation
Incorporated
Less than
Significant
Impact
No
Impact
XVIII. MANDATORY FINDINGS OF
SIGNIFICANCE ²
a) Does the Project have the potential to
substantially reduce the habitat of a fish or
wildlife species, cause a fish or wildlife
population to drop below self- sustaining
levels, eliminate a plant or animal
community, reduce the number or restrict
the range of a rare or endangered plant or
animal or eliminate important examples of
the major periods of California history or
prehistory?
b) Does the Project have impacts that are
individually limited, but cumulatively
FRQVLGHUDEOH"
³&XPXODWLYHO\FRQVLGHUDEOH´
means that the incremental effects of a
project are considerable when viewed in
connection with the effects of past projects,
the effects of other current projects, and the
effects of probable future projects)?
c) Does the Project have environmental effects
which will cause substantial adverse effects
on human beings, either directly or
indirectly?
a) As discussed under Section IV, Biological Resources, the project·VLPSDFWV on sensitive species or habitat would be less than significant. As discussed under Item V, Cultural Resources, the project is located on a previously disturbed site and would not involve construction or physical development that would result in the discovery of subsurface cultural resources or remains would apply. Potential impacts to important examples of the major periods of California history or prehistory would be less than significant.
b) The project would have impacts related to transportation/circulation that have been determined to be less than significant with incorporated mitigation. Additionally, the project is FRQVLVWHQWZLWKWKH&LW\·VORQJ-UDQJHSODQVDVGHVFULEHGLQWKH&LW\·V*HQHUDO3ODQDQG analyzed in the General Plan Final EIR, and cumulative impacts related to these issues are accounted for in these documents. Cumulative impacts associated with the project would therefore be less than significant.
c) All potential environmental impacts of the project have been determined in this Initial Study to have no impact or a less than significant impact, and would therefore also not cause substantial adverse effects on human beings, either directly or indirectly. Therefore, the project would have less than significant impacts with regard to direct or indirect substantial adverse effects on human beings
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
40 REFERENCES
Bolt, Bruce A. Abridged Modified Mercalli Intensity Scale. Earthquakes - Newly Revised and Expanded. 1993
California Air Pollution Control Officers Association. CEQA and Climate Change: Addressing Climate Change through California Environmental Quality Act (CEQA). January 2008.
California Air Resources Board. October 2011. Greenhouse Gas Inventory Data ² 2000 to 2008. http://www.arb.ca.gov/cc/inventory/data/data.htm
California Climate Action Registry (CCAR) General Reporting Protocol, Reporting Entity-Wide Greenhouse Gas Emissions, Version 3.1, January 2009.
California Climate Change Center. Climate Scenarios for California. 2006.
California Climate Change Center. The Impacts of Sea-Level Rise on the California Coast. May 2009.
California Department of Conservation, Division of Land Resource Protection. Ventura County Williamson Act Lands 2009. Accessed April 2012. Retrieved from:
ftp://ftp.consrv.ca.gov/pub/dlrp/wa/Map%20and%20PDF/Ventura/Ventura_WA_2 009.pdf.
California Department of Conservation, Division of Land Resource Protection. Ventura County Important Farmland 2010. Last Update March 30, 2011.
California Department of Conservation, California Geological Society. May 1, 1998. Alquist Priolo Fault Zone Maps Santa Paula Quadrangle. Accessed April, 2012. Retrieved from:
http://gmw.consrv.ca.gov/shmp/download/ap/pdf/SANTAPAULA.PDF.
California Department of Conservation. Ventura County Tsunami Inundation Maps. Website:
http://www.conservation.ca.gov/cgs/geologic_hazards/Tsunami/Inundation_Maps/ Ventura/Pages/Ventura.aspx. Accessed April 2012.
California Department of Water Resources. October 2008. Managing an Uncertain Future: Climate &KDQJH$GDSWLRQ6WUDWHJLHVIRU&DOLIRUQLD·V:DWHU. Available:
http://www.water.ca.gov/climatechange/docs/ClimateChangeWhitePaper.pdf California Department of Resources Recycling and Recovery (CalRecycle). Solid Waste Information System (SWIS). Accessed April 2012.
http://www.calrecycle.ca.gov/SWFacilities/Directory/.
California Department of Toxic Substances Control. Envirostor Database. Website:
http://www.envirostor.dtsc.ca.gov/public/. Accessed April, 2012.
California Environmental Protection Agency. Climate Action Team Biennial Report. Final Report.
April 2010.
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
41 California Environmental Protection Agency, March 2006. Climate Action Team Report to Governor Schwarzenegger and the Legislature.
http://www.climatechange.ca.gov/climate_action_team/reports/2006-04- 03_FINAL_CAT_REPORT_EXECSUMMARY.PDF.
California Geological Survey. Probabilistic Seismic Hazards Mapping Ground Motion Page.
Website: http://www.conservation.ca.gov/CGS/rghm/psha/Pages/index.aspx.
Accessed April, 2012.
California Natural Resources Agency. December 2009. 2009 California Climate Adaption Strategy.
Available: http://www.energy.ca.gov/2010publications/CNRA-1000-2010-010/CNRA1000-2010-010.PDF California State Water Quality Control Board. Geotracker database. Website:
http://geotracker.waterboards.ca.gov/. Accessed April, 2012.
City of Santa Paula. September, 2008. Zoning Map. Published September 4, 2008. Accessed April 2012. Retrieved from: http://www.ci.santapaula.ca.us/planning/zoningcode/ZoningMap.pdf.
City of Santa Paula. Municipal Code. Accessed April 2012. Last updated March 17, 2008.
Retrieved from:
http://amlegal.com/nxt/gateway.dll/California/santapa/cityofsantapaulacaliforniam unicipalcode?f=templates$fn=default.htm$3.0$vid=amlegal:santapaula_ca.
City of Santa Paula. General Plan. April 1998.
City of Santa Paula. General Plan Update FEIR. February, 1998.
City of Santa Paula. Final Environmental Impact Report for City of Santa Paula General Plan Update.
February, 1998.
City of Santa Paula Fire Department website: http://www.santapaulafire.com/about_us.asp.
Accessed May, 2012.
City of Santa Paula Police Department website: http://ci.santapaula.ca.us/police/Patrol_Operations.htm. Accessed May, 2012.
Federal Emergency Management Agency (FEMA). Flood Insurance Rate Map (FIRM), Ventura County, California, and Incorporated Areas, Map Number 06111C0779E. January 2010.
Hansen Associates. Traffic Impact Study for the Calpipe Manufacturing Facility. Revised August 25, 2011.
Intergovernmental Panel on Climate Change [IPCC]. Revised 1996 IPCC Guidelines for National Greenhouse Gas Inventories. [Kroeze, C.; Mosier, A.; Nevison, C.; Oenema, O.; Seitzinger, S.; Cleemput, O. van; Conrad, R.; Mitra, A.P.; H.U., Neue; Sass, R.]. Paris: OECD, 1997.
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
42 Intergovernmental Panel on Climate Change [IPCC], 2007: Summary for Policymakers. In:
Climate Change 2007: The Physical Science Basis. Contribution of Working Group I to the Fourth Assessment Report of the Intergovernmental Panel on Climate Change [Solomon, S., D.
Qin, M. Manning, Z. Chen, M. Marquis, K.B. Averyt, M.Tignor and H.L. Miller (eds.)].
Cambridge University Press, Cambridge, United Kingdom and New York, NY, USA.
National Oceanic & Atmospheric Administration (NOAA). Annual Greenhouse Gas Index.
September 2010. http://www.esrl.noaa.gov/gmd/aggi/
Parmesan C, Galbraith H. 2004. Observed Ecological Impacts of Climate Change in North America.
Arlington, VA: Pew Cent. Glob. Clim. Change.
Parmesan, C. 2004. Ecological and Evolutionary Responses to Recent Climate Change.
Personal contact (email) with Randy Toedter, PE, SE, R.W. Toedter, LLC. August 23, 2011.
Rincon consultants, Inc. Site Visit. April 27, 2012.
United Nations Framework Convention on Climate Change (UNFCCC). August 2007. United Nations Framework Convention on Climate Change. Available:
http://unfccc.int/files/essential_background/convention/status_of_ratification/applic ation/pdf/unfccc_conv_rat.pdf
United States Department of Energy, Energy Information Administration. Annual Energy Review from the U.S. Government. August 2010. http://www.eia.gov/aer/envir.html.
United States Environmental Protection Agency. CERCLIS database. Website:
http://www.epa.gov/superfund/sites/cursites/. Accessed April, 2012.
U.S. Environmental Protection Agency (USEPA). Climate Change Technology Program (CCTP).
December 2007. http://www.epa.gov/climatechange/policy/cctp.html.
United States Environmental Protection Agency. EnviroMapper database. Website:
http://www.epa.gov/emefdata/em4ef.home. Accessed April, 2012.
United States Environmental Protection Agency (USEPA). Inventory of U.S. Greenhouse Gas Emissions and Sinks: 1990-2009. USEPA #430-R-11-005. April 2011. http://www.epa.gov/climatechange/emissions/usinventoryreport.html Ventura County Air Pollution Control District (VCAPCD). Greenhouse Gas Thresholds of Significance Options for Land Use Development Projects in Ventura County. November 8, 2011. Retrieved from:
http://www.vcapcd.org/pubs/Planning/GHGThresholdReportRevised.pdf.
Ventura County Air Pollution Control District. Air Quality Assessment Guidelines, October 2003.
Ventura County Air Pollution Control District. Final Ventura County 2007 Air Quality Management Plan. May, 2008.
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
43 Ventura County Air Pollution Control District. Permits. Website:
http://www.vcapcd.org/permits.htm. April 2012.
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
44 This page intentionally left blank.
^_Santa Paula
Initial Study/Mitigated Negative Declaration
City of Santa Paula
Regional Location Figure 1
±
Basemap Source: ESRI Data, 2004, and USGS/CDFG, 2002.
Crown Disposal Vehicle Storage and Maintenance Project
_^
PACIFIC
OCEAN
SANTA BARBARA CO.
VENTURA CO.
KERN CO.
LOS AN GELES CO.
SAN
BERNARDINO
CO.
PACIFIC
OCEAN
±
Map images copyright © 2012 ESRI and its licensors.
All rights reserved. Used by permission.
_^ Project Location
Santa Paula Fwy
S Peck Rd
Corporation St
Todd Rd
Todd Ln
Acacia Rd
UV126
Faulkner Rd
Crown Disposal Vehicle Storage and Maintenance Project
Initial Study/Mitigated Negative Declaration
City of Santa Paula
Project Site and Vicinity Figure 2
± Project Site 0 300 150 Feet
Vehicle Maintenance/Storage Area
Imagery provided by ESRI and its licensors, 2012.
Project Site
SANTA PAULA ST
CLOW RD
LIME WY
LEMON WY
S CLOW RD
TODD LN
S PECK RD
N PECK RD
S STECKEL RD
SHELL RD
ACACIA RD
ACACIA RD
BECKWITH RD
SHEPPARD RD
S CALAVO ST
CHERRY DR
RAILROAD RR
TELEGRAPH RD
W. HARVARD BL
W. SANTA CRUZ ST
W. SANTA MARIA ST
FAULKNER RD
E 126 FW
W 126 FW
AF
L U NK RE
DR
Figure 3
City of Santa Paula
Site Location
Crown Disposal Vehicle Storage and Maintenance ProjectInitial Study/Mitigated Negative Declaration Copyright (C) 1992-2011 County of Ventura
Initial Study/Mitigated Negative Declaration
City of Santa Paula
Project Site Photographs Figure 4
Crown Disposal Vehicle Storage and Maintenance Project
Photo 1 - View of the project site, looking west toward the storage yard.
Photo 3 - View of the project site, looking west toward the southern end of the storage yard.
Photo 2 - View from the project site, looking east across Corporation Street at the Santa Paula Public Works Department.
Appendix A
Air Quality / Greenhouse Gas Emissions Modeling
Results
1 of 11
Construction Phase - No construction.Vehicle Trips - maximum of 12 employees M-F. (12 x 4=48) added to the vehicle trips from schduled routes (10 vehicles x2=20) for total ADT of 68 (48 Project Characteristics -Land Use - User defined size metric = number of employees.+20). 68/12=~5.67 Ventura County APCD Air District, Annual
Crown Vehicle Storage Project
1.1 Land Usage
User Defined Industrial 12 User Defined Unit
Land Uses Size Metric
1.2 Other Project Characteristics
UrbanizationClimate Zone
Urban8
Wind Speed (m/s)Precipitation Freq (Days)
2.631
1.3 User Entered Comments
1.0 Project Characteristics2.0 Emissions Summary
Utility Company Southern California Edison
Date: 5/10/2012 CalEEMod Version: CalEEMod.2011.1.1
2 of 11
2.2 Overall Operational
Waste 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Mobile 0.05 0.10 0.49 0.00 0.07 0.00 0.07 0.00 0.00 0.00 0.00 58.08 58.08 0.00 0.00 58.14 Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Energy 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Water 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total 0.05 0.10 0.49 0.00 0.07 0.00 0.07 0.00 0.00 0.00 0.00 58.08 58.08 0.00 0.00 58.14 ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBioCO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Unmitigated Operational
3 of 11
2.2 Overall Operational
Waste 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Mobile 0.05 0.10 0.49 0.00 0.07 0.00 0.07 0.00 0.00 0.00 0.00 58.08 58.08 0.00 0.00 58.14 Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Energy 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Water 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total 0.05 0.10 0.49 0.00 0.07 0.00 0.07 0.00 0.00 0.00 0.00 58.08 58.08 0.00 0.00 58.14 ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBioCO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
Mitigated Operational
3.0 Construction Detail4.0 Mobile Detail
3.1 Mitigation Measures Construction4.1 Mitigation Measures Mobile 4 of 11
Unmitigated 0.05 0.10 0.49 0.00 0.07 0.00 0.07 0.00 0.00 0.00 0.00 58.08 58.08 0.00 0.00 58.14 Mitigated 0.05 0.10 0.49 0.00 0.07 0.00 0.07 0.00 0.00 0.00 0.00 58.08 58.08 0.00 0.00 58.14 Total NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBioCO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
4.2 Trip Summary Information4.3 Trip Type Information
User Defined Industrial 68.04 0.00 0.00 131,631 131,631 Total 68.04 0.00 0.00 131,631 131,631
Average Daily Trip Rate Unmitigated Mitigated
Land Use Weekday Saturday Sunday Annual VMT Annual VMT
User Defined Industrial 9.50 7.30 7.30 6.40 88.60 5.00
Miles Trip %
Land Use H-W or C-W H-S or C-C H-O or C-NW H-W or C-W H-S or C-C H-O or C-NW
5.0 Energy Detail
5.1 Mitigation Measures Energy
5 of 11
Electricity
Mitigated
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
NaturalGas
Mitigated
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Electricity
Unmitigated
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
NaturalGas
Unmitigated
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBioCO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
5.2 Energy by Land Use - NaturalGas
User Defined
Industrial
0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 NaturalGas Use ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBioCO2 Total CO2 CH4 N2O CO2e
Land Use kBTU tons/yr MT/yr
Unmitigated
6 of 11
5.3 Energy by Land Use - Electricity
User Defined
Industrial
0 0.00 0.00 0.00 0.00
Total 0.00 0.00 0.00 0.00
Electricity Use ROG NOx CO SO2 Total CO2 CH4 N2O CO2e
Land Use kWh tons/yr MT/yr
Unmitigated
5.2 Energy by Land Use - NaturalGas
User Defined
Industrial
0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 NaturalGas Use ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBioCO2 Total CO2 CH4 N2O CO2e
Land Use kBTU tons/yr MT/yr
Mitigated
7 of 11
6.1 Mitigation Measures Area
6.0 Area Detail
Unmitigated 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Mitigated 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBioCO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
5.3 Energy by Land Use - Electricity
User Defined
Industrial
0 0.00 0.00 0.00 0.00
Total 0.00 0.00 0.00 0.00
Electricity Use ROG NOx CO SO2 Total CO2 CH4 N2O CO2e
Land Use kWh tons/yr MT/yr
Mitigated
8 of 11
7.0 Water Detail
Consumer
Products
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Landscaping 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Architectural
Coating
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBioCO2 Total CO2 CH4 N2O CO2e
SubCategory tons/yr MT/yr
Mitigated
6.2 Area by SubCategory
Consumer
Products
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Landscaping 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Architectural
Coating
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBioCO2 Total CO2 CH4 N2O CO2e
SubCategory tons/yr MT/yr
Unmitigated
9 of 11
7.1 Mitigation Measures Water7.2 Water by Land Use
User Defined
Industrial
0 / 0 0.00 0.00 0.00 0.00
Total 0.00 0.00 0.00 0.00
Indoor/Outdoor
Use
ROG NOx CO SO2 Total CO2 CH4 N2O CO2e
Land Use Mgal tons/yr MT/yr
Unmitigated
Unmitigated
0.00 0.00 0.00 0.00
Mitigated 0.00 0.00 0.00 0.00
Total NA NA NA NA NA NA NA NA
ROG NOx CO SO2 Total CO2 CH4 N2O CO2e
Category tons/yr MT/yr
10 of 11
7.2 Water by Land Use8.1 Mitigation Measures Waste
User Defined
Industrial
0 / 0 0.00 0.00 0.00 0.00
Total 0.00 0.00 0.00 0.00
Indoor/Outdoor
Use
ROG NOx CO SO2 Total CO2 CH4 N2O CO2e
Land Use Mgal tons/yr MT/yr
Mitigated
8.0 Waste Detail
Unmitigated 0.00 0.00 0.00 0.00
Mitigated 0.00 0.00 0.00 0.00
Total NA NA NA NA NA NA NA NA
ROG NOx CO SO2 Total CO2 CH4 N2O CO2e
tons/yr MT/yr
Category/Year
11 of 11
9.0 Vegetation
User Defined
Industrial
0 0.00 0.00 0.00 0.00
Total 0.00 0.00 0.00 0.00
Waste
Disposed
ROG NOx CO SO2 Total CO2 CH4 N2O CO2e
Land Use tons tons/yr MT/yr
Mitigated
8.2 Waste by Land Use
User Defined
Industrial
0 0.00 0.00 0.00 0.00
Total 0.00 0.00 0.00 0.00
Waste
Disposed
ROG NOx CO SO2 Total CO2 CH4 N2O CO2e
Land Use tons tons/yr MT/yr
Unmitigated
1 of 7
Construction Phase - No construction.Vehicle Trips - maximum of 12 employees M-F. (12 x 4=48) added to the vehicle trips from schduled routes (10 vehicles x2=20) for total ADT of 68 (48 Project Characteristics -Land Use - User defined size metric = number of employees.+20). 68/12=~5.67 Ventura County APCD Air District, Summer
Crown Vehicle Storage Project
1.1 Land Usage
User Defined Industrial 12 User Defined Unit
Land Uses Size Metric
1.2 Other Project Characteristics
UrbanizationClimate Zone
Urban8
Wind Speed (m/s)Precipitation Freq (Days)
2.631
1.3 User Entered Comments
1.0 Project Characteristics2.0 Emissions Summary
Utility Company Southern California Edison
Date: 5/10/2012 CalEEMod Version: CalEEMod.2011.1.1
2 of 7
Energy 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Mobile 0.42 0.72 3.68 0.01 0.61 0.03 0.63 0.01 0.02 0.03 517.01 0.03 517.61 Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total 0.42 0.72 3.68 0.01 0.61 0.03 0.63 0.01 0.02 0.03 517.01 0.03 0.00 517.61 ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBioCO2 Total CO2 CH4 N2O CO2e
Category lb/day lb/day
Mitigated Operational
2.2 Overall Operational
Energy 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Mobile 0.42 0.72 3.68 0.01 0.61 0.03 0.63 0.01 0.02 0.03 517.01 0.03 517.61 Area 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total 0.42 0.72 3.68 0.01 0.61 0.03 0.63 0.01 0.02 0.03 517.01 0.03 0.00 517.61 ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBioCO2 Total CO2 CH4 N2O CO2e
Category lb/day lb/day
Unmitigated Operational
3.0 Construction Detail
3 of 7
4.0 Mobile Detail
Unmitigated 0.42 0.72 3.68 0.01 0.61 0.03 0.63 0.01 0.02 0.03 517.01 0.03 517.61 Mitigated 0.42 0.72 3.68 0.01 0.61 0.03 0.63 0.01 0.02 0.03 517.01 0.03 517.61 Total NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBioCO2 Total CO2 CH4 N2O CO2e
Category lb/day lb/day
4.1 Mitigation Measures Mobile4.2 Trip Summary Information User Defined Industrial 68.04 0.00 0.00 131,631 131,631 Total 68.04 0.00 0.00 131,631 131,631
Average Daily Trip Rate Unmitigated Mitigated
Land Use Weekday Saturday Sunday Annual VMT Annual VMT
3.1 Mitigation Measures Construction
4 of 7
4.3 Trip Type Information
User Defined Industrial 9.50 7.30 7.30 6.40 88.60 5.00
Miles Trip %
Land Use H-W or C-W H-S or C-C H-O or C-NW H-W or C-W H-S or C-C H-O or C-NW
5.0 Energy Detail
NaturalGas
Unmitigated
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 NaturalGas
Mitigated
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBioCO2 Total CO2 CH4 N2O CO2e
Category lb/day lb/day
5.1 Mitigation Measures Energy
5 of 7
6.1 Mitigation Measures Area
6.0 Area Detail
User Defined
Industrial
0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 NaturalGas Use ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBioCO2 Total CO2 CH4 N2O CO2e
Land Use kBTU lb/day lb/day
Mitigated
5.2 Energy by Land Use - NaturalGas
User Defined
Industrial
0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 NaturalGas Use ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBioCO2 Total CO2 CH4 N2O CO2e
Land Use kBTU lb/day lb/day
Unmitigated
6 of 7
6.2 Area by SubCategory
Consumer
Products
0.00 0.00 0.00 0.00 0.00 0.00
Landscaping 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Architectural
Coating
0.00 0.00 0.00 0.00 0.00 0.00
Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBioCO2 Total CO2 CH4 N2O CO2e
SubCategory lb/day lb/day
Unmitigated
Unmitigated
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Mitigated 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Total NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBioCO2 Total CO2 CH4 N2O CO2e
Category lb/day lb/day
7 of 7
7.1 Mitigation Measures Water8.1 Mitigation Measures Waste
7.0 Water Detail8.0 Waste Detail9.0 Vegetation
6.2 Area by SubCategory
Consumer
Products
0.00 0.00 0.00 0.00 0.00 0.00
Landscaping 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Architectural
Coating
0.00 0.00 0.00 0.00 0.00 0.00
Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 ROG NOx CO SO2 Fugitive
PM10
Exhaust
PM10
PM10
Total
Fugitive
PM2.5
Exhaust
PM2.5
PM2.5
Total
Bio- CO2 NBioCO2 Total CO2 CH4 N2O CO2e
SubCategory lb/day lb/day
Mitigated
Greenhouse Gas Emission Worksheet
N20 Mobile Emissions Crown Disposal
From CalEEMod Vehicle Fleet Mix Output:
Annual VMT: 131,631
Vehicle Type
Percent
Type
CH4 Emission
Factor (g/mile)*
CH4
Emission
(g/mile)**
N2O
Emission
Factor
(g/mile)*
N2O
Emission
(g/mile)**
Light Auto 48.6% 0.04 0.01944 0.04 0.01944
Light Truck < 3750 lbs 10.9% 0.05 0.00545 0.06 0.00654
Light Truck 3751-5750 lbs 21.8% 0.05 0.0109 0.06 0.01308 Med Truck 5751-8500 lbs 9.6% 0.12 0.01152 0.2 0.0192
Lite-Heavy Truck 8501-10,000 lbs 1.7% 0.12 0.00204 0.2 0.0034 Lite-Heavy Truck 10,001-14,000 lbs 0.7% 0.09 0.00063 0.125 0.000875 Med-Heavy Truck 14,001-33,000 lbs 1.0% 0.06 0.0006 0.05 0.0005 Heavy-Heavy Truck 33,001-60,000 lbs 0.9% 0.06 0.00054 0.05 0.00045 Other Bus 0.1% 0.06 0.00006 0.05 0.00005
Urban Bus 0.1% 0.06 0.00006 0.05 0.00005
Motorcycle 3.5% 0.09 0.00315 0.01 0.00035
School Bus 0.1% 0.06 0.00006 0.05 0.00005
Motor Home 1.0% 0.09 0.0009 0.125 0.00125
Total 100.0% 0.05535 0.065235
Total Emissions (metric tons) =
Emission Factor by Vehicle Mix (g/mi) x Annual VMT(mi) x 0.000001 metric tons/g Conversion to Carbon Dioxide Equivalency (CO2e) Units based on Global Warming Potential (GWP) CH4 21 GWP
N2O 310 GWP
1 ton (short, US) = 0.90718474 metric ton
Annual Mobile Emissions:
Total Emissions Total CO2e units
N20 Emissions: 0.0086 metric tons N2O 3 metric tons CO2e Project Total: 3 metric tons CO2e
References
* from Table C.4: Methane and Nitrous Oxide Emission Factors for Mobile Sources by Vehicle and Fuel Type (g/mile). in California Climate Action Registry General Reporting Protocol, Reporting Entity-Wide Greenhouse Gas Emissions, Version 3.1, January 2009.
Assume Model year 2000-present, gasoline fueled.
** Source: California Climate Action Registry General Reporting Protocol, Reporting Entity-Wide Greenhouse Gas Emissions, Version 3.1, January 2009. *** From URBEMIS 2007 results for mobile sources
Appendix B
Noise Monitoring Data Sheets
C:\LARDAV\SLMUTIL\SANTAPAU.bin Interval Data
Date Time Duration Leq SEL Lmax Lmin Peak Uwpk
----------"--------"--------"-----"-----"-----"-----"-----"-----"-----"-----"-----"-----"-----"----- 27Apr 12 9:17:48 900 65.8 95.4 96.2 48.5 117.5 123.1
27Apr 12 9:50:06 900 59.9 89.4 74.3 48.7 97.6 100.5
L(10) L(33) L(50) L(90) L(100) L(100)
66.8 63.5 58 50.5 0 0
65.3 56.5 55 52 0 0
Appendix C
Comments and Responses
Crown Disposal Vehicle Storage and Maintenance Project
Responses to Comments on the Draft IS/MND
City of Santa Paula
COMMENTS and RESPONSES
This appendix contains the written comments received in response to the Draft MND during the public review period that concluded on June 7, 2012. Each comment received during the comment period by the City of Santa Paula (City) has been included within this section. Responses to the comments have been prepared to address the environmental concerns raised by the commenters and to indicate where and how the MND addresses these environmental issues. Each letter is presented first, with the responses following.
Commenters on the Draft IS/MND
The City received two (2) written comment letters on the Draft IS/MND during the comment period.
These letters are listed as follows and will be used for referencing in this section.
Response
ID Commenter Date Page Number
1 Tricia Maier, Manager, Planning Programs Section,
County of Ventura Resource Management Agency 6/7/2012 2 2 Alicia Stratton, Ventura County Air Pollution Control District 5/30/2012 4
1 Letter 1
2 Crown Disposal Vehicle Storage and Maintenance Project Responses to Comments on the Draft IS/MND
City of Santa Paula
Letter 1
COMMENTER: Tricia Maier, Manager, Planning Programs Section, County of Ventura Resource Management Agency
DATE: June 7, 2012
RESPONSE:
The commenter states that attached to her letter is the comment received by the County of Ventura Resource Management Agency during an intra-county review of the Crown Disposal Vehicle Storage and Maintenance Project IS/MND. The commenter asks that any responses to the enclosed comment be sent directly to the commenter, with a copy to Laura Hocking, Ventura County Planning Division, L#1740, 800 S. Victoria Avenue, Ventura, CA 93009. The enclosed letter that accompanied Ms.
Maier’s letter is enclosed herein as Letter 2. Responses will be sent to the commenter as well as Ms.
Hocking.
3 VENTURA COUNTY
AIR POLLUTION CONTROL DISTRICT
Memorandum
TO: Laura Hocking, Planning DATE: May 30, 2012
FROM: Alicia Stratton
SUBJECT: Request for Review of Mitigated Negative Declaration (MND) for the Crown Disposal Vehicle Storage and Maintenance Project, City of Santa Paula (Reference No. 12-015)
Air Pollution Control District staff has reviewed the subject project, which is a proposal for the sale of City-owned property to Crown Disposal for its initial use as a vehicle collection yard and vehicle maintenance facility. The City of Santa Paula currently has its vehicle fleet maintenance operations on the property, and Crown Disposal would share these facilities with the City. Use of the property would be limited to storage and maintenance of vehicles. Vehicles to be stored would include five side loaders, three front loaders, two roll-offs, and several delivery and maintenance vehicles. The vehicles would be parked at the yard overnight and go out on scheduled routes each day. About 10-12 personnel would work at the facility. The currently proposed project involves no new construction. The project location is 901, 903, 905, and 911 Corporation Street in the City of Santa Paula.
Section III of the MND addresses air quality issues. We concur with this discussion that significant air quality impacts would not result from the project. The project involves vehicles being stored, and as these operations are already occurring in the City, the scheduled routes and employee trips would not result in a net increase in vehicle trips.
Table I, Project Operational Emissions, indicates that pollutant emissions from the project would be 0.42 lbs/day ROG and 0.72 lbs/day NOx.
Although the Initial Study checklist indicates that the project’s ability to expose sensitive receptors to substantial pollutant concentrations would be less than significant, we note that several residences are located 400 ft. south of the vehicle maintenance and storage area, along the east side of the southerly extension of Corporation Street. The current driveway to the project is in significant disrepair, and repaving and restriping of the parking lot spaces would likely be required. However, emissions from this work would be minimal and temporary in nature, and therefore considered less than significant.
Because of the proximity of sensitive receptors, we recommend that the applicant implement the following conditions site preparation and project operations to help 1 Letter 2
2 4
minimize fugitive dust and particulate matter that may result from repaving and parking the vehicles parking on the site and other activities:
APCD Rules and Regulations for Project Demolition/Grading and Project Operation Parking Areas
In order to ensure that fugitive dust and particulate matter that may result from any site preparation, demolition/construction and project activities, on the site are minimized.
The Permittee shall comply with the provisions of applicable VCAPCD Rules and Regulations, which include but are not limited to, Rule 50 (Opacity), Rule 51 (Nuisance), and Rule 55 (Fugitive Dust).
I. The area disturbed by clearing, grading, earth moving, or excavation operations shall be minimized to prevent excessive amounts of dust;
II. Pre-grading/excavation activities shall include watering the area to be graded or excavated before commencement of grading or excavation operations. Application of water (preferably reclaimed, if available) should penetrate sufficiently to minimize fugitive dust during grading activities;
III. All trucks shall cover their loads as required by California Vehicle Code §23114.
IV. Fugitive dust throughout the construction site shall be controlled by the use of a watering truck or equivalent means, generally at least three times a day (except during and immediately after rainfall). Water shall be applied to all unpaved roads, unpaved parking areas or staging areas, and active portions of the construction site.
Environmentally-safe dust control agents may be used in lieu of watering.
V. Signs shall be posted onsite limiting traffic to 15 miles per hour or less.
VI. All clearing, grading, earth moving, or excavation activities shall cease during periods of high winds (i.e., greater than 15 miles per hour averaged over one hour.) During periods of high winds (i.e., wind speed sufficient to cause fugitive dust to impact adjacent properties), all clearing, grading, earth moving, and excavation operations shall be curtailed to the degree necessary to prevent fugitive dust created by onsite activities and operations from being a nuisance or hazard, either offsite or onsite.
VII.Signs displaying the APCD Complaint Line Telephone number for public complaints shall be posted in a prominent location off the site: (805) 645-1400 during business hours and (805) 654-2797 after hours.
If you have any questions, please call me at (805) 645-1426. 2 5
Crown Disposal Vehicle Storage and Maintenance Project
Responses to Comments on the Draft IS/MND
City of Santa Paula
Letter 2
COMMENTER: Alicia Stratton, Ventura County Air Pollution Control District DATE: May 30, 2012
RESPONSE:
Response 2.1
The commenter states a brief description of the project and concurs with the discussion in the Draft IS/MND that no significant air quality impacts would occur. The commenter agrees with the Draft IS/MND that the project would not result in a net increase in vehicle trips. These comments are noted and will be forwarded to City decision makers.
Response 2.2
The commenter states an opinion that the current driveway to the project site is in significant disrepair and repaving and restriping of the parking lot spaces would likely be required. The commenter states that emissions from the repaving and restriping work would be minimal and temporary in nature, and therefore would be considered less than significant. Nonetheless, because of the proximity of sensitive receptors (400 feet south of the vehicle maintenance and storage area), the commenter recommends implementation of several conditions to minimize fugitive dust and particulate matter, including the APCD Rules and Regulations for Project Demolition/Grading and Project Operation in Parking Areas.
As discussed on Page 8 of the IS/MND, the applicant would be required to comply with all applicable APCD requirements during repaving and striping. These would include any requirements for site preparation and construction activities as well as the following rules specifically mentioned by the commenter: Rule 50 (Opacity), Rule 51 (Nuisance), and Rule 55 (Fugitive Dust). 6 Appendix D
Mitigation Monitoring and Reporting Program
Mitigation Monitoring and
Reporting Program
Crown Disposal Vehicle Storage and Maintenance
Project IS/MND
Prepared by:
City of Santa Paula
970 Ventura Street
Santa Paula, CA 93061
Prepared with the assistance of:
Rincon Consultants, Inc.
180 North Ashwood Street
Ventura, California 93003
June 2012
Crown Disposal Vehicle Storage and Maintenance Project
Mitigation Monitoring and Reporting Program
City of Santa Paula 1
Mitigation Monitoring and Reporting Program
This document is the Mitigation Monitoring and Reporting Program (MMRP) for the Crown Disposal Vehicle Storage and Maintenance Project, proposed in the City of Santa Paula, California. Public Resources Code Section 21081.6(a) requires that a Lead Agency adopt an MMRP prior to approving a project in order to mitigate or avoid significant impacts that have been identified in a Mitigated Negative Declaration. The purpose of the MMRP is to ensure that the required mitigation measures identified are implemented as part of the overall project implementation. In addition to ensuring implementation of mitigation measures, the MMRP provides feedback to agency staff and decision-makers during project implementation, and identifies the need for enforcement action before irreversible environmental damage occurs.
The following table includes the mitigation measure for Transportation/Traffic, which was the only issue area that required mitigation as identified in the IS/MND for the Crown Disposal Vehicle Storage and Maintenance Project. The table identifies the required mitigation measure; the action required for the measure to be implemented; the time at which the monitoring is to occur; the monitoring frequency; and the agency or party responsible for ensuring that the monitoring is performed. In addition, the table includes a column for compliance verification.
This column will be filled out by the monitoring agency or party and would document monitoring compliance. Where an impact was identified to be less than significant, no mitigation measures were required.
This MMRP will be used by City staff or the City’s consultant to verify compliance with permit conditions.
Crown Disposal Vehicle Storage and Maintenance Project
Mitigation Monitoring and Reporting Program
City of Santa Paula 2
Mitigation Measure/Condition of Approval Action Required When Monitoring to Occur Monitoring Frequency Responsible Agency or Party
Compliance Verification
Initial Date Comments
TRANSPORTATION/TRAFFIC T-1 Fair Share Contribution for a Traffic Signal. The project applicant shall provide a proportionate fairshare contribution towards the installation of a traffic signal at the Peck Road/SR 126 EB Ramps intersection. The City shall collect proportionate fees prior to project occupancy.
Collection of a proportionate fair-share contribution towards the installation of a traffic signal at the Peck Road/SR 126 EB Ramps intersection from the applicant prior to project occupancy.
Prior to project occupancy.
Once prior to project occupancy.
City of Santa Paula Planning Department.
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 1/44 Tuesday, October 5, 2021
Regular Board Meeting
DATE: Tuesday, October 5, 2021
5:30 P.M. Closed Session
6:00 P.M. Open Session
Location: Via teleconference (Zoom Webinar)
In alignment with AB 361, the Board of Education will host its scheduled meeting on October 5, 2021:
- To watch Open Session in real time via Zoom webinar, please register at: https://conejousdorg.zoom.us/webinar/register/WN_s3RNCbjaRlaynqKUxpNTRw - To watch via the internet live stream, please visit: http://www.conejousd.org/Board-ofEducation/Board-Meeting-Videos-Watch-Live (slight delay) - The meeting can also be watched via regular broadcast on television (slight delay) Members of the public may speak on an agenda item or during the Public Comments portion of the Board meeting on an item that is not listed on the agenda through the following options:
- On Closed Session agenda items via Zoom Webinar: https://conejousdorg.zoom.us/webinar/register/WN_Myb-gycPRlqFFOK6rCGaJQ (in real time) - Please note that Closed Session requires a separate registration from the Open Session portion, as it is a separate webinar. Attendees can request to provide public comments during Closed Session, but will be removed from the remainder of Closed Session meeting after the public comments session has ended.
- On Open Session agenda items via Zoom Webinar:
https://conejousdorg.zoom.us/webinar/register/WN_s3RNCbjaRlaynqKUxpNTRw (in real time) Zoom Webinar participation instructions: After you register, you will receive an email with the teleconference meeting link. To request to speak on an agenda item or during the Public Comments portion of the agenda in real time, you must be signed into the teleconference and use the "Raise Hand" function when the Board reaches the agenda item that you would like to address. To use the "Raise Hand" function, attendees must click on the Raise Hand icon. When it is your turn to speak, you will be notified to unmute yourself, during which time you will have three (3) minutes to speak.
During your speaking time, your profile name will be displayed for all attendees. After the three (3) minute speaking allotment, you will be placed back into a muted status but will still remain as a teleconference attendee during Open Session.
- Via telephone (at the time the Board reaches the agenda item):
If you would like to speak on an agenda item or during Public Comments, please advise the District by submitting your request to speak via email to [email protected] (please indicate the agenda number in the subject line) or by calling the Superintendent's Office at (805) 497-9511, extension 1101, by no later than 3:00 p.m. the day of the meeting (Tuesday, October 5, 2021).
Speakers will be asked to provide a phone number where they can be reached to address the Board when their item is being discussed during the Board Meeting.
When speaking (Zoom Webinar or telephone), you are participating in an official meeting of the District's Governing Board. Disruptive individuals will be disconnected.
Please present your comments in a factual, respectful, and dignified manner that models how we 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 2/44 expect our children to participate in the democratic process. Know that your comments may be heard by students who are present in this room or students who may watch the broadcast of this meeting.
Pursuant to the Brown Act, the Board cannot enter into a formal discussion nor can a decision be made in regard to public comments. The Board may provide a reference to staff or other resources of information, request staff to report back at a subsequent meeting, or direct staff to place an item on a future agenda.
Public comments will be limited to three minutes. On those occasions where there is an unusually large number of requests to speak, the President of the Board may make the decision to decrease the time for individual speakers and/or the total time. - Written Comment:
You may also participate in the meeting by submitting your written comment on a topic in lieu of providing a public comment via email to [email protected] (please indicate the agenda number in the subject line). To give the District adequate time to provide your comments to the Board of Education, please submit your comments prior to 3:00 p.m. on the day of the meeting (Tuesday, October 5, 2021). Board members will review these written comments prior to the Board meeting.
In compliance with the Americans with Disabilities Act (ADA), if you need special assistance to participate in the Board of Education meeting, please contact the District at (805) 497-9511, extension 1101, within 48 hours of the meeting.
Please be advised that communications directed to the Board of Education are public records and are subject to disclosure pursuant to the California Public Records Act and Brown Act unless exempt from disclosure under the applicable law. Communications will NOT be edited for redactions; will be printed/posted as submitted.
Thank you!
1. CLOSED SESSION
(On Closed Session Agenda Items Only)
(Closed Session Agenda Item Only)
Subject A. Comments - Public
Meeting Oct 5, 2021 - Regular Board Meeting
Category 1. CLOSED SESSION
Type Procedural
Subject B. Conference with Legal Counsel, Existing Litigation, Pursuant to Government Code §54956.9(d)(1), Case OAH 2021060438
Meeting Oct 5, 2021 - Regular Board Meeting
Category 1. CLOSED SESSION
Type Action, Information
Goals Goal N/A
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 3/44 Government Code section 54956.8.
Notwithstanding any other provision of this chapter, a legislative body of a local agency may hold a closed session with its negotiator prior to the purchase, sale, exchange, or lease of real property by or for the local agency to grant authority to its negotiator regarding the price and terms of payment for the purchase, sale, exchange, or lease.
However, prior to the closed session, the legislative body of the local agency shall hold an open and public session in which it identifies its negotiators, the real property or real properties which the negotiations may concern, and the person or persons with whom its negotiators may negotiate.
For purposes of this section, negotiators may be members of the legislative body of the local agency.
For purposes of this section, “lease” includes renewal or renegotiation of a lease.
Nothing in this section shall preclude a local agency from holding a closed session for discussions regarding eminent domain proceedings pursuant to Section 54956.9.
2. OPEN SESSION
Subject C. Conference with Real Property Negotiators, Pursuant to Government Code §54956.8. The agency negotiator is Dr. Victor P. Hayek, Deputy Superintendent. The discussion item is price and terms of payment regarding 2000 La Granada Dr., Thousand Oaks, California 91362. Negotiating Parties: Conejo Valley Unified School District; MATES Charter School
Meeting Oct 5, 2021 - Regular Board Meeting
Category 1. CLOSED SESSION
Type Discussion, Information
Subject D. Conference with Real Property Negotiators, Pursuant to Government Code § 54956.8. Property: 2498 Conejo Center Drive, Newbury Park, California. Agency Negotiator: Dr. Victor Hayek, Deputy Superintendent. Negotiating Party:
Perspective Law Group, P.C. on behalf of ARC Investment Group LLC and other potential parties to be determined. Under Negotiations: Price and Terms.
Meeting Oct 5, 2021 - Regular Board Meeting
Category 1. CLOSED SESSION
Type Discussion, Information
Government Code section 54956.8.
Notwithstanding any other provision of this chapter, a legislative body of a local agency may hold a closed session with its negotiator prior to the purchase, sale, exchange, or lease of real property by or for the local agency to grant authority to its negotiator regarding the price and terms of payment for the purchase, sale, exchange, or lease.
However, prior to the closed session, the legislative body of the local agency shall hold an open and public session in which it identifies its negotiators, the real property or real properties which the negotiations may concern, and the person or persons with whom its negotiators may negotiate.
For purposes of this section, negotiators may be members of the legislative body of the local agency.
For purposes of this section, “lease” includes renewal or renegotiation of a lease.
Nothing in this section shall preclude a local agency from holding a closed session for discussions regarding eminent domain proceedings pursuant to Section 54956.9.
Subject A. Call the Meeting to Order and Roll Call
Subject D. Conference with Real Propy g , § erty Negotiators, Pursuant to Government Code § 54956.8. Property: 2498 Conejo Center Drive, Newbury Park, California. Agency py j , y , Neg y , py p g g y otiator: Dr. Victor Hayek, Deputy Superintendent. Negotiating Party:
Perspective Law Group, P.C. on behalf of ARC Investment Group LLC and other p p, p potential parties to be determined. Under Negotiations: Price and Terms.
Meeting Oct 5, 2021 - Regular Board Meeting
Category 1. CLOSED SESSION
Type Discussion, Information
Government Code section 54956.8.
Notwithstanding any other provision of this chapter, a legislative body of a local agency may hold a closed session with its negotiator prior to the purchase, sale, exchange, or lease of real property by or for the local agency to grant authority to its negotiator regarding the price and terms of payment for the purchase, sale, exchange, or lease.
However, prior to the closed session, the legislative body of the local agency shall hold an open and public session in which it identifies its negotiators, the real property or real properties which the negotiations may concern, and the person or persons with whom its negotiators may negotiate.
For purposes of this section, negotiators may be members of the legislative body of the local agency.
For purposes of this section, “lease” includes renewal or renegotiation of a lease.
Nothing in this section shall preclude a local agency from holding a closed session for discussions regarding eminent domain proceedings pursuant to Section 54956.9.
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 4/44 Student Board Reporters:
Century Academy – Harry Esau
Conejo Valley High School – Anneth Carrillo
Newbury Park High School – Edyn Stepler
Thousand Oaks High School – Sara Nguyen
Westlake High School – Samantha Wildman
Meeting Oct 5, 2021 - Regular Board Meeting
Category 2. OPEN SESSION
Type Procedural
Subject B. Pledge of Allegiance
Meeting Oct 5, 2021 - Regular Board Meeting
Category 2. OPEN SESSION
Type Procedural
Subject C. Announcements from Closed Session and Open Session Procedures Meeting Oct 5, 2021 - Regular Board Meeting
Category 2. OPEN SESSION
Type Procedural
Subject D. Approval of the Agenda
Meeting Oct 5, 2021 - Regular Board Meeting
Category 2. OPEN SESSION
Type Procedural
Subject E. Reports from Student Reporters
Meeting Oct 5, 2021 - Regular Board Meeting
Category 2. OPEN SESSION
Type Information
Subject F. Comments - Public
Meeting Oct 5, 2021 - Regular Board Meeting
Category 2. OPEN SESSION
Type Procedural
Subject G. Comments - Board of Education
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 5/44 Pursuant to the Brown Act, the Board of Education cannot enter into formal discussion with individuals making public comments to the Board. The Board cannot take action on any issues raised during public comments that are not on the meeting agenda. Individual Board members may respond to public comments during the Individual Board Member’s Comments section of the agenda.
Pursuant to the Brown Act, the Board of Education cannot enter into formal discussion with individuals making public comments to the Board. The Board cannot take action on any issues raised during public comments that are not on the meeting agenda. Individual Board members may respond to public comments during the Individual Board Member’s Comments section of the agenda.
3. ACTION ITEMS - GENERAL
ISSUE:
Should the Board of Education adopt a resolution stating that sufficient standards-based textbooks and materials have been provided to the students in the District?
INFORMATION:
Education Code 60119 requires the Governing Board to annually adopt a resolution as a condition of receiving state funding for textbooks and instructional materials.
As a condition of receipt of these funds, the District is required to publicly declare the status of the textbook budget and its sufficiency for purchasing standards-based textbooks.
Conejo Valley Unified School District is able to provide each student with sufficient textbooks and instructional materials (consistent with the cycles and content of the curriculum frameworks). In addition, school sites receive supplementary funds for enriching all areas of the curriculum annually and specific science supplementary funds to be used for consumable laboratory expenses and/or equipment.
A public hearing was held for community input on September 14, 2021. Board action adopting Resolution #21/22-02 will occur on October 5, 2021.
FISCAL IMPACT:
Meeting Oct 5, 2021 - Regular Board Meeting
Category 2. OPEN SESSION
Type Procedural
Subject H. Comments - Superintendent
Meeting Oct 5, 2021 - Regular Board Meeting
Category 2. OPEN SESSION
Type Procedural
Subject A. Instructional Services - Approval of Resolution #21/22-02 - Pupil Textbook and Instructional Materials
Meeting Oct 5, 2021 - Regular Board Meeting
Category 3. ACTION ITEMS - GENERAL
Type Action (Consent), Public Hearing
Recommended Action Approve Resolution #21/22-02 - Pupil Textbook and Instructional Materials, as submitted. 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 6/44 Textbook and instructional materials are currently being sustained through the use of the following funding sources: Restricted Lottery funds and Local Control Funding Formula allocations.
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Kenny Loo
Assistant Superintendent, Instructional Services
State and Federal Program Coordinator
MWM:KL:ab
File Attachments
2021 Textbook Resolution.docx.pdf (124 KB)
ISSUE:
Should the Board of Education adopt a proclamation declaring October 23 through October 31, 2021, as Red Ribbon Week in the Conejo Valley Unified School District?
INFORMATION:
Californians launched the Red Ribbon campaign in 1985 for Drug Free Youth. The purpose of the campaign is to draw attention to the need to eliminate the demand for illegal drugs. Red Ribbon Week also provides an opportunity to discuss drug-free choices and positively model for students by encouraging parents, staff, and students to wear symbolic red ribbons.
FISCAL IMPACT:
None.
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by:
Kenny Loo
Assistant Superintendent, Instructional Services
MWM:KL:ab
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject B. Instructional Services - Approval of Resolution #21/22-03 - Red Ribbon Week Proclamation
Meeting Oct 5, 2021 - Regular Board Meeting
Category 3. ACTION ITEMS - GENERAL
Type Action (Consent)
Recommended Action Approve Resolution #21/22-03 for Red Ribbon Week, as submitted.
Goals Goal 3: Provide communication and targeted outreach that informs the community of programs & opportunities that support positive student outcomes. (Community Focused) 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 7/44 File Attachments
Red Ribbon Proclamation.pdf (87 KB)
4. ACTION ITEMS – CONSENT
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action Items.
Approval of the Minutes:
Regular Meeting of September 14, 2021
File Attachments
Board Minutes 09.14.21.pdf (211 KB)
1. Certificated Service:
A. Establishment / Modification / Elimination of Positions Order #: No Items
B. New Employment / Assignment Change / Change in Status: Administrators, General/Special Education, Teachers, School Psychologists
Order #: R21-249 - R21-257
2. Certificated Service - Exempt:
A. New Employment / Assignment Change / Change in Status: Exempt Specialists These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject A. Board of Education - Approval of Minutes
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent), Minutes
Recommended Action Approve the Board of Education meeting minutes, as submitted.
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject B. Human Resources - Personnel Assignment Orders Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the Personnel Assignment Orders, as submitted.
Goals Goal 2: Ensure highly qualified and effective staff are provided with targeted professional development, and have an understanding that all job responsibilities are structured to support positive student outcomes. (Internal Focused)
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 8/44 Order #: E21-052 - E21-074
3. Classified Service:
A. Establishment / Modification / Elimination of Positions Order #: No Items
B. New Employment (Prob to Perm) / Assignment Change / Change in Status Orders #: C21-255 - C21-310
C. Substitute / Provisional / Additional Assignment / Change in Status Orders #: C21-311 - C21-321
4. Classified Service - Exempt:
A. Walk-on Coach
Orders #: E21-200 - E21-219
B. Specialist, Proctor, Student Helper, Others
Orders #: E21-220 - E21-274
File Attachments
Certificated PAOs 10.5.21.pdf (185 KB)
Classified PAOs 10.5.21.pdf (271 KB)
ISSUE:
Should the Board of Education approve a Student Teaching Field Placement or Internship Agreement with Alliant International University, Inc.?
INFORMATION:
Alliant International University, Inc. has established an approved program of special training to allow students to gain the necessary fieldwork, practicum, and teaching experiences by interacting with and observing and assessing/assessment of students and classes. The District has the supervision needed by Alliant International University, Inc. trainees as part of their practical learning experience.
FISCAL IMPACT:
None
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject C. Human Resources - Approval of Student Teacher or Internship Agreement with Alliant International University, Inc.
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the agreement with Alliant International University, Inc. for Student Field Placement or Internship, as submitted.
Goals Goal 1: Implement targeted actions and services that support positive student outcomes. (Student Focused)
Goal 4: Enhance the social, emotional and physical well-being for all students through targeted actions that support positive student outcomes. (School/Community focused) 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 9/44 Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Jeanne Valentine
Assistant Superintendent, Human Resources
MWM:JV:sm
File Attachments
Alliant SFPA or Intern 10.1.21 - 12.31.24.pdf (205 KB)
ISSUE:
Should the Board of Education approve the Ventura County Interdistrict Transfer Memorandum of Understanding with Ventura County Districts?
INFORMATION:
In May 2011, in response to AB 2444 and changes to EC 46600, all school districts in Ventura County (with the exception of Las Virgenes Unified) entered into an Interdistrict Transfer Memorandum of Understanding (MOU). This MOU was developed in order to provide districts of attendance with the means to revoke an interdistrict transfer agreement for various agreed upon reasons, including poor attendance, lack of appropriate discipline, or academic achievement, but not including issues relative to districts of attendance. Per the provisions of EC 46600, these interdistrict master agreements are valid for a period of five years. As the Interdistrict Transfer MOU has now expired, it is appropriate that districts adopt a subsequent five-year master agreement covering school years 2021-2022 through 2025-2026.
Staff is recommending that the Board approve the Interdistrict Transfer Memorandum of Understanding with Ventura County Districts.
FISCAL IMPACT:
None
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Kenny Loo
Assistant Superintendent, Instructional Services
MWM:KL:ab
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject D. Instructional Services - Approval of Interdistrict Transfer Memorandum of Understanding with Ventura County Districts
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the Interdistrict Transfer Memorandum of Understanding with Ventura County Districts, as submitted.
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 10/44 File Attachments
VC Interdistrict MOU Final May 2021.pdf (3,450 KB)
ISSUE:
Should the Board of Education approve the contracts listed below? INFORMATION:
Education Code 17604 states “wherever in this code the power to contract is invested in the governing board of the school district or any member thereof, the power may by a majority vote of the board be delegated to its district superintendent, or to any persons that he or she may designate, or if there be no district superintendent then to any other officer or employee of the district that the board may designate. The delegation of power may be limited as to time, money or subject matter or may be a blanket authorization in advance of its exercise, all as the governing board may direct. However, no contract made pursuant to the delegation and authorization shall be valid or constitute an enforceable obligation against the district unless and until the same shall have been approved or ratified by the governing board, the approval or ratification to be evidenced by a motion of the board duly passed and adopted.” Therefore, all contracts are presented individually as a separate Board agenda item.
Company Activity School Amount LCAP Goal Type
Brainpop Instructional software ETS $2,950.00 1 Amendment ACCO Brands Laminator Maintenance LRE $456.24 1 Renewal Snapology Robotics LAD $4,800.00 1 New
Smartest EDU Software License WHS $3,449.00 1 Renewal
FISCAL IMPACT:
See above.
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Kenny Loo
Assistant Superintendent, Instructional Services
MWM:KL:ab
File Attachments
Contract Amendment - Brainpop - ETS.pdf (287 KB)
Contract Renewal - ACCO Brands - LRE.pdf (1,288 KB)
Contract - Snapology - LAD.pdf (2,428 KB)
Contract Renewal - Smartest EDU - WHS.pdf (2,808 KB)
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject E. Instructional Services - Approval of Contracts Under $5,000 Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the contracts under $5,000, as submitted. 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 11/44 ISSUE:
Should the Board of Education approve the renewal contract with Green Knight Security, Inc. for Thousand Oaks High School? INFORMATION:
Green Knight Security, Inc. will provide services related to the student body of Thousand Oaks High School. Green Knight Security, Inc. will be used as the private security during all events requiring security during the 2021/2022 school year.
FISCAL IMPACT:
$15,651.00 to be paid for by Thousand Oaks High School ASB.
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Brian Mercer
Director, High Schools
On behalf of,
Kenny Loo
Assistant Superintendent, Instructional Services
MWM:KL:BM:ss
File Attachments
Green Knight Security Contract 9-2021.pdf (3,456 KB)
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject F. Instructional Services - Approval of Renewal Contract with Green Knight Security for TOHS
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the renewal contract with Green Knight Security, Inc., as submitted.
Goals Goal 4: Enhance the social, emotional and physical well-being for all students through targeted actions that support positive student outcomes. (School/Community focused) These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject G. Instructional Services - Approval of Renewal Contract - All It Takes 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 12/44 ISSUE:
Should the Board of Education approve the renewal contract with All It Takes for Newbury Park High School's DATA Academy? INFORMATION:
All It Takes will provide a teambuilding program bridging difference and building appreciation to work effectively and successfully together over the term of the academy. This teambuilding day will equip the DATA Academy students with the skills to develop their personal best in the areas of: accountability, resilience, independent problem-solving, self-efficacy, sense of community/teamwork, and acceptance using the Notice, Choose, Act framework.
FISCAL IMPACT:
$5,500.00 to be paid by The California Partnership Academy Grant Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Brian Mercer
Director, High School Education
On behalf of,
Kenny Loo
Assistant Superintendent, Instructional Services
MWM:KL:BM:ss
File Attachments
All It Takes Contract 2021.pdf (1,265 KB)
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the renewal contract for All It Takes, as submitted.
Goals Goal 1: Implement targeted actions and services that support positive student outcomes. (Student Focused)
Goal 4: Enhance the social, emotional and physical well-being for all students through targeted actions that support positive student outcomes. (School/Community focused) These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject H. Instructional Services - Approval of Renewal Contract - Pegleg Entertainment - WHS
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 13/44 ISSUE:
Should the Board of Education approve a renewal contract with Pegleg Entertainment for Westlake High School? INFORMATION:
Pegleg Entertainment will provide services related to the Associated Student Body at Westlake High School for the 2021 Homecoming events. Pegleg Entertainment will provide event planning, entertainment, DJ and a stage package.
FISCAL IMPACT:
$27,500 to be paid for by ASB funds
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Brian Mercer
Director, High Schools and Assessment
On behalf of,
Kenny Loo
Assistant Superintendent, Instructional Services
MWM:KL:BM:ss
File Attachments
Pegleg Entertainment Contract 2021.pdf (1,770 KB)
ISSUE:
Should the Board of Education approve the contract with The Core Collaborative, Inc.? INFORMATION:
Recommended Action Approve the renewal contract with Pegleg Entertainment, as submitted.
Goals Goal 1: Implement targeted actions and services that support positive student outcomes. (Student Focused)
Goal 4: Enhance the social, emotional and physical well-being for all students through targeted actions that support positive student outcomes. (School/Community focused) These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject I. Instructional Services - Approval of Contract - The Core Collaborative, Inc.
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the contract with The Core Collaborative, Inc., as submitted.
Goals Goal 1: Implement targeted actions and services that support positive student outcomes. (Student Focused)
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 14/44 The Core Collaborative specializes in expanding holistic, learner-centered systems and provides educators with the structures to build Professional Learning Communities (PLCs). The Core Collaborative supports the implementation of Impact Teams, which are a type of PLC. The Impact Team model is a systematic framework that involves students, educators, and families in every aspect of the learning process. It provides teams of educators (PLCs) with the structures needed to cultivate collective efficacy and shift the conversation from teaching to learning. The Core Collaborative will enter into a contract with Sequoia Middle School to provide the staff with training and support through Impact Teams. The focus of the training will be on EAA classroom protocol and Peer Power.
FISCAL IMPACT:
$10,000.00 paid from Site Instructional budget (0010) and $9,427.50 paid from District Professional Learning budget (0EEF), total cost $19,427.50.
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Sonia Wilson, Ed.D.
Director, Middle School Education
On behalf of,
Kenneth Loo
Assistant Superintendent, Instructional Services
MWM:KM:SW:ch
File Attachments
Routing sheet - Core Collaborative approved.pdf (82 KB) Core Collaborative contract.pdf (1,385 KB)
ISSUE:
Should the Board of Education appoint a Career Technical Education (CTE) Advisory Committee to develop recommendations to the program and to provide a liaison between the District and potential employers? These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject J. Instructional Services - Approval of Career Technical Education Advisory Committee
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the Career Technical Education Advisory Committee, as submitted.
Goals Goal 1: Implement targeted actions and services that support positive student outcomes. (Student Focused)
Goal 2: Ensure highly qualified and effective staff are provided with targeted professional development, and have an understanding that all job responsibilities are structured to support positive student outcomes. (Internal Focused)
Goal 3: Provide communication and targeted outreach that informs the community of programs & opportunities that support positive student outcomes. (Community Focused) 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 15/44 INFORMATION:
The Conejo Valley Unified School District currently receives grant funding for career technical education courses through the State of California’s Vocational Education Basic Grant Award from the U.S. Department of Education under the Carl D. Perkins Career and Technical Education Improvement Act of 2006. Each school district participating in a career technical education program must have a Board approved career technical education advisory committee to develop recommendations to the program and to provide a liaison between the District and potential employers. The committee shall consist of one or more representatives of the general public knowledgeable about the disadvantaged, students, teachers, business, industry, school administration, and the field office of the Employment Development Department (EDD). (EC 8070).
Recommended Career Technical Education Advisory Committee Members:
1. Director of High Schools: Mr. Brian Mercer
2. Director of Special Education: Ms. Erika Johnson
3. Local Business Owner: Mr. Terry McCallum
4. Conejo Schools Foundation: Ms. Paula Nathan
5. President/CEO, Greater Conejo Valley Chamber of Commerce: Ms. Danielle Borja
6. Workforce Development Chair, Workforce Investment Board of Ventura County (EDD): Mr. Peter Zierhut
7. Director, Career Education Center/ROP: Ms. Laurie Arnold
8. Principal, Career Education Center/ROP: Ms. Marty McGrady
9. Workforce Education Coalition: Ms. MaryBeth Jacobsen
10. CVUSD Career Education Coordinators: Mr. Nick Guerin (NPHS), Ms. Ashley Cooper (TOHS), and Dr. Laurie Looker (WHS)
11. High School Counselor: Ms. Tina Coleman (NPHS)
12. CVUSD CTE teachers: Mr. Kyle Scalise (CVHS), TBD (NPHS), Ms. Erika Rousseve (TOHS), TBD (WHS)
13. CVUSD CTE students: Amanda Mayling (TOHS), Hayley Gadsby (WHS), TBD (NPH)
14. CVUSD Parents: Ms. Mindy Vanderlip (TOHS), Ms. Lori Gadsby (WHS), TBD (NPHS)
15. CTE Articulation Committee Chair: Mr. Jason Klinger
16. C.I.T.Y. Internship Program: Ms. Rachel Wagner
17. Board of Education members: Ms. Karen Sylvester and Ms. Cindy Goldberg FISCAL IMPACT:
None.
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Brian Mercer
Director, High Schools and Assessment
On behalf of,
Kenny Loo
Assistant Superintendent, Instructional Services
MWM:KL:BM:ss
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject K. Instructional Services - Overnight Trip Requests Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 16/44 ISSUE:
Should the Board of Education approve the overnight trip requests listed below? These trips are contingent upon changes to the CDPH/VCPH guidance.
INFORMATION:
Below is a listing of all sites that have requested overnight trips.
SchoolSport/ActivityTrip Name/Location Trip Dates # of
Students Funding
WHS Choir Idyllwind Winter Camp/Idyllwild, CA 11/5 - 7
2021 70 Boosters
WHS Choir A Class Act Idyllwild/Idyllwild, CA 1/14 - 16 2022 12 Boosters
TOHS Boys
Basketball
Rancho Mirage
Tournament/Rancho Mirage, CA
12/27-30
2021 24 Boosters
FISCAL IMPACT:
All events will be paid for by Booster Club funds.
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Brian Mercer
Director, High Schools and Assessment
On behalf of,
Kenny Loo
Assistant Superintendent, Instructional Services
MWM:KL:BM:ss
File Attachments
WHS A Class Act Idyllwild - Choir.pdf (489 KB)
WHS Idyllwild Winter Camp - Choir.pdf (500 KB)
TOHS Rancho Mirage Tourney - BBBall.pdf (627 KB)
Recommended Action Approve the overnight trip requests, as submitted.
Goals Goal 1: Implement targeted actions and services that support positive student outcomes. (Student Focused)
Goal 4: Enhance the social, emotional and physical well-being for all students through targeted actions that support positive student outcomes. (School/Community focused) These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject L. Instructional Services - Approval of New Board Policy 5131.8 - Mobile Communication Devices
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 17/44 ISSUE:
Should the Board of Education approve new Board Policy 5131.8 – Mobile Communication Devices? INFORMATION:
This new policy reflects new law (AB 272) which authorizes boards to limit or prohibit student use of smartphones while at school or while under the supervision and control of a district employee, except under specified circumstances (i.e., in an emergency, with permission of teacher or administrator, when directed by student's health care provider, when required by student's individualized education program). Policy also addresses reasonable search of students' mobile communication devices, employees' authority to confiscate a device, and discipline for off-campus use of a mobile communication device which poses a threat of danger to the safety of students, staff, or district property or substantially disrupts school activities. Existing CVUSD Board Policy and Administrative Regulation 5131 on “Conduct” does provide limited guidance on mobile communication devices, which is now detailed further with this proposed new policy.
FISCAL IMPACT:
None.
RED-Existing Notes
Red/Bold-NEW GAMUT Notes
Black/Bold-NEW GAMUT Language
Black/Bold/Italics- NEW CVUSD Language
Blue/Bold/Italics- CVUSD Language Following Input
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Kenny Loo
Assistant Superintendent, Instructional Services
MWM:KL:ab
File Attachments
BP 5131.8 Mobile Communication Devices.pdf (127 KB)
Type Action (Consent)
Recommended Action Approve new Board Policy 5131.8 - Mobile Communication Devices, as submitted.
Goals Goal 4: Enhance the social, emotional and physical well-being for all students through targeted actions that support positive student outcomes. (School/Community focused) These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject M. Student Services - Approval of Amendments to Board Policy and Administrative Regulation 5145.12 - Search and Seizure
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 18/44 ISSUE:
Should the Board of Education approve the amendments to Board Policy and Administrative Regulation 5145.12 - Search and Seizure, as submitted?
INFORMATION:
Updates to Board Policy and Administrative Regulation 5145.12 - Search, and Seizure, have been made to reflect current law and to protect the health, safety, and welfare of Conejo Valley Unified School District's personnel and pupils.
FISCAL IMPACT:
None
LEGEND:
RED-Existing Notes
Red/Bold-NEW GAMUT Notes
Black/Bold-NEW GAMUT Language
Black/Bold/Italics- NEW CVUSD Language
Blue/Bold/Italics- CVUSD Language Following Input
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Shauna Ashmore
Director, Student Support Services
On behalf of,
Lisa A. Miller, Ed.D.
Assistant Superintendent, Student Services
MWM:LAM:SA:kp
File Attachments
CVUSD BP 5145.12 Revised.pdf (119 KB)
CVUSD AR 5145.12 Revised.pdf (121 KB)
Type Action (Consent)
Recommended Action Approve the amendments to Board Policy and Administrative Regulation 5145.12 - Search and Seizure, as submitted.
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject N. Student Services - Approval of Contracts for Residential Treatment Center Placements
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 19/44 ISSUE:
Should the Board of Education approve the contracts for Residential Treatment Center Placements as listed below? INFORMATION:
Special Education classes and services for the students listed below cannot be met by the District and/or County at this time.
Therefore, in order to provide placement for the students at the recommended educational setting, a contract number must be established for the 21/22 school year. The costs for these Residential Treatment Center Placements are as follows:
Contract # Contract Period Placement Cost Less SELPA Reimbursement Less ADA Fiscal Impact
from Special Ed
Fund
13-21/22 8/16/21-6/30/22 $158,076.00 $124,410.00 $5449.80 $28,216.20 14-21/22 7/02/21-6/30/22 $164,080.00 $121,940.00 $7178.50 $34,961.50 15-21/22 7/01/21-6/30/22 $290,780.75 $252,762.50 $5860.00 $32,158.25 16-21/22 8/17/21-6/30/22 $208,576.43 $169,478.00 $5537.30 $33,561.13 FISCAL IMPACT:
$128,897.08 from the Special Education Budget
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Erika Johnson
Director, Special Education
On behalf of,
Lisa A. Miller, Ed.D.
Assistant Superintendent, Student Services
MWM:LAM:EJ:ks
Recommended Action Approve the contracts for Residential Treatment Center Placements, as submitted.
Goals Goal 1: Implement targeted actions and services that support positive student outcomes. (Student Focused)
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject O. Student Services - Approval of Amended Contract - Jennifer Mayer Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 20/44 ISSUE:
Should the Board of Education approve the amended contract with Jennifer Mayer? INFORMATION:
This amended contract will allow Jennifer Mayer to provide assessment and support services to a student enrolled in our District.
FISCAL IMPACT:
Special Education Fund: $250.00.
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Erika Johnson
Director, Special Education
On behalf of,
Lisa A. Miller, Ed.D.
Assistant Superintendent, Student Services
MWM:LAM:EJ:ks
File Attachments
JMayer Amendment 1 9-8-21 (1).pdf (201 KB)
Mayer, Jennifer IEE Contract fully executed.pdf (3,787 KB) ISSUE:
Should the Board of Education approve a renewal contract with Soliant Health, LLC? Recommended Action Approve the amended contract with Jennifer Mayer, as submitted.
Goals Goal 1: Implement targeted actions and services that support positive student outcomes. (Student Focused)
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject P. Student Services - Approval of Renewal Contract with Soliant Health LLC Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the renewal contract with Soliant Health, LLC, as submitted.
Goals Goal 1: Implement targeted actions and services that support positive student outcomes. (Student Focused)
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 21/44 INFORMATION:
Soliant Health, LLC is an agency that contracts with school districts in Ventura County for the purpose of providing staff for special education-related services positions as vacancies arise. Conejo Valley Unified School District's Special Education Department and the Student Support Services Department will enter into a contract with Soliant Health, LLC to hire temporary staff to fill vacant school related service positions.
FISCAL IMPACT:
The estimated Fiscal Impact is $150,000.00 from Special Education funds allocated for positions funded for the 2021/2022 school year.
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Erika Johnson
Director, Special Education
On behalf of,
Lisa A. Miller, Ed.D.
Assistant Superintendent, Student Services
MWM:LAM:EJ:ks
File Attachments
Contract- Conejo Valley Personal-Pro SVS.pdf (1,121 KB) ISSUE:
Should the Board of Education approve a new contract with SoCal Psychology Center? INFORMATION:
This contract will allow SoCal Psychology Center to provide assessment and support services to a student enrolled in our District.
FISCAL IMPACT:
Special Education Fund: $5,000.00.
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject Q. Student Services - Approval of New Contract - SoCal Psychology Center Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the new contract with SoCal Psychology Center, as submitted.
Goals Goal 1: Implement targeted actions and services that support positive student outcomes. (Student Focused)
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 22/44 Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Erika Johnson
Director, Special Education
On behalf of,
Lisa A. Miller, Ed.D.
Assistant Superintendent, Student Services
MWM:LAM:EJ:ks
File Attachments
SoCal Psychology Center Contract Board_Redacted.pdf (7,039 KB) ISSUE:
Should the Board of Education approve a new contract with Innovative Speech and Language Pathology, DBA:OMIX Therapies?
INFORMATION:
This contract will allow Innovative Speech and Language Pathology, DBA:OMIX Therapies to provide assessment and support services to a student enrolled in our District.
FISCAL IMPACT:
Special Education Fund: $8,400.00.
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Erika Johnson
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject R. Student Services - Approval of New Contract - Innovative Speech and Language Pathology, DBA:OMIX Therapies
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the new contract with Innovative Speech and Language Pathology, DBA:OMIX Therapies, as submitted.
Goals Goal 1: Implement targeted actions and services that support positive student outcomes. (Student Focused)
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 23/44 Director, Special Education
On behalf of,
Lisa A. Miller, Ed.D.
Assistant Superintendent, Student Services
MWM:LAM:EJ:ks
File Attachments
Mirzadeh, Dr. Odelia CVUSD IEE Contract Signed1_Redacted.pdf (330 KB) ISSUE:
Should the Board of Education approve the Certificate for Compliance for 2020-2021 TOPASS? INFORMATION:
The District receives Redevelopment Agency (RDA) pass-through funds from the City of Thousand Oaks Redevelopment Agency.
These funds are to be used for projects at District sites. As a result of the elimination of Redevelopment Agencies through the passage of Assembly Bill 26, the District is now receiving the former Redevelopment pass-through funds directly from the County Treasurer instead of the City of Thousand Oaks.
The TOPASS Agreement requires an annual compliance report. The District is required to certify that funds have been expended in compliance with the 1984 agreement.
FISCAL IMPACT:
TOPASS Fund: $2,606,080
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Victor P. Hayek, Ed.D.
Deputy Superintendent, Business Services
MWM:VPH:mn
File Attachments
TOPASS Certification for Compliance 2021-10-05.pdf (180 KB) These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject S. Business Services - Approval of 2020-2021 TOPASS Annual Compliance Report Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the Certificate for Compliance for 2020-2021 TOPASS, as submitted. 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 24/44 ISSUE:
Should the Board of Education approve the 2021-2022 Thousand Oaks Plan to Assist School Sites (TOPASS) expenditure plan? INFORMATION:
The District receives Redevelopment Agency (RDA) pass-through funds from the City of Thousand Oaks Redevelopment Agency.
These funds are to be used for projects at District sites. As a result of the elimination of Redevelopment Agencies through the passage of Assembly Bill 26, the District is now receiving the former Redevelopment pass-through funds directly from the County Treasurer instead of the City of Thousand Oaks.
The TOPASS Agreement requires that each year, the School District submit a list of projects/expenditures to the City for consideration. The proposed list for the 2021-2022 fiscal year is attached.
FISCAL IMPACT:
TOPASS Fund: $1,603,489
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Victor P. Hayek, Ed.D.
Deputy Superintendent, Business Services
MWM:VPH:mn
File Attachments
2021-10-05 BDR - TOPASS Projects List 2021-22.pdf (58 KB) ISSUE:
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject T. Business Services - Approval of 2021-2022 TOPASS Expenditure Plan Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the 2021-2022 TOPASS expenditure plan, as submitted.
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject U. Business Services - Approval of New Agreement with Cooperative Strategies Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the agreement with Cooperative Strategies, as submitted. 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 25/44 Should the Board of Education approve the agreement with Cooperative Strategies for census update to trustee areas? INFORMATION:
Cooperative Strategies, LLC shall provide consulting services for the Conejo Valley Unified School District to assist in the evaluation of existing voting areas with the 2020 Census Data and potential adjustments to such voting areas as a result of updated data.
FISCAL IMPACT:
General Fund: Assessment of voting areas and 2020 Census: $4,500 plus (up to) $450 in expenses. If necessary, adjust voting areas: $9,500 plus (up to) $950 in expenses.
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Victor P. Hayek, Ed.D.
Deputy Superintendent, Business Services
MWM:VPH:mn
File Attachments
Cooperative Strategies Agreement.pdf (250 KB)
ISSUE:
Should the Board of Education approve the agreements listed below for maintenance services for the period of July 1, 2021, to June 30, 2022?
INFORMATION:
Outside inspection, service, and repairs are required throughout the year on an as-needed basis. Approval of these contracts will allow the District to arrange for timely repairs and services with the least amount of delay or disruption to school sites. All contracts will expire on June 30, 2022.
Vendor Service Not to Exceed Amount
Funding Source
Mesa Energy Systems Inc., dba EMCOR Services HVAC Maintenance & Repairs
$14,999
General
Salinas & Sons Rooter Service Inc. Drain Maintenance Service $14,999 General
FISCAL IMPACT:
General Fund: Up to $29,998, as needed.
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject V. Business Services - Approval of Times and Material Maintenance Agreements for 2021-2022
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the 2021-2022 Times and Material Maintenance Agreements, as submitted. 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 26/44 Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
David Riccardi
Director, Maintenance and Operations
On behalf of,
Victor P. Hayek, Ed.D.
Deputy Superintendent, Business Services
MWM:VPH:DR:sb
File Attachments
T&M Contract- Mesa Energy Systems, Inc. dba EMCOR Services.pdf (410 KB) T&M Contract- Salinas & Sons Rooter Service.pdf (533 KB) ISSUE:
Should the Board of Education approve the amendments to Board Policy 3600 - Consultants? INFORMATION:
CVUSD receives updates to Board Policies and Administrative Regulations from GAMUT. GAMUT is a policy update service offered through California School Boards Association (CSBA), which provides information about new laws court opinions which may affect Board Policies, Administrative Regulations, and Board Bylaws.
Board Policy 3600 is amended to reflect new law (AB 2257, 2020) which recodifies the three-part test established in Dynamex Operations West, Inc. v. Superior Court of Los Angeles to determine whether a person providing services for remuneration should be classified as an employee or an independent contractor, and new laws (AB 2258, 2020) which establish exceptions to the use of the three-part test. The requirement to afford equal opportunity for contracts was revised to add ethnicity and reflect new law (AB 3664, 2020) which changes the term "military and veteran military status." LEGEND:
RED - Existing Notes
Red/Bold - New GAMUT Notes
Black/Bold - New GAMUT Language
Black/Bold/Italics - New CVUSD Language
Blue/Bold/Italics - CVUSD Language Following Input
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject W. Business Services - Approval of Amendments to Board Policy 3600 - Consultants Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the amendments to Board Policy 3600 - Consultants, as submitted. 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 27/44 Prepared by,
Victor P. Hayek, Ed.D.
Deputy Superintendent, Business Services
MWM:VPH:mn
File Attachments
2021-09-14 BP3600 Consultants - Proposed.pdf (205 KB)
ISSUE:
Should the Board of Education approve the disposal of surplus and obsolete equipment? INFORMATION:
The items listed on the attached pages are surplus or obsolete. Some items have become unserviceable and/or cost more to repair than they are worth. Governing Board Policy 3270, Sale and Disposal of Personal Property, authorizes the Director of Purchasing to advertise, sell, auction, dispose or donate obsolete and surplus District-owned personal property per the attached list. Unless otherwise directed, any proceeds from the sale of items will be deposited into the general fund.
FISCAL IMPACT:
None
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Anthony Frutos, CPPB, CPSM
Director, Purchasing
On behalf of,
Victor P. Hayek, Ed.D.
Deputy Superintendent, Business Services
MWM:VPH:AF:lb
File Attachments
Obsolete Equipment Board Report - 10-5-21.pdf (402 KB)
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject X. Business Services - Disposal of Surplus and Obsolete Equipment Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the Disposal of Surplus and Obsolete Equipment List, as submitted. 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 28/44 ISSUE:
Should the Board of Education approve the over $5,000 Purchase Order Report? INFORMATION:
The Board of Education expects that purchase orders exceeding $5,000 will be brought forward for approval. The attached report for the period of September 1, 2021, through September 14, 2021, is presented for approval. Purchase orders have been approved by the department administrator as a necessary expense for the instructional or support program.
FISCAL IMPACT:
General Fund: $1,317,803.52
Deferred Maintenance Fund: $7,138.20
Bond Measure I: $48,602.00
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Anthony Frutos, CPPB, CPSM
Director, Purchasing
On behalf of,
Victor P. Hayek, Ed.D.
Deputy Superintendent, Business Services
MWM:VPH:AF:ls
Location Description Location Description Location Description 000 District Office 190 Sequoia 44D Fiscal Services
010 Acacia 195 Sycamore Canyon 45D Technology Services
020 Aspen 200 TOHS 46D Purchasing
030 Banyan 220 University 49D Risk Management
040 Colina 230 Walnut 50D Maintenance & Operations
050 Conejo ES 245 Century Academy 54D Grounds
060 CVHS 24D Special Ed 55D Middle School Instruction
070 Cypress 250 Weathersfield 56D High School Instruction 080 Glenwood 260 Westlake ES 59D Planning & Facilities
100 Ladera 270 WHS 84D Student Support Services
105 Lang Ranch 280 Westlake Hills BRK BreakThrough
110 Los Cerritos 28D Instructional Services CND Child Nutrition 120 Madrona 290 Wildwood CVAD Conejo Valley Adult Ed
135 EARTHS 29D Elementary Instruction NCS Neighborhood City Center 140 Maple 37D Superintendent PSC Printing Services Center 160 NPHS 41D Personnel TRAN Transportation
17W Park Oaks Central Kitchen 42D Classified Personnel WHNP Central Warehouse These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject Y. Business Services - Approval of Purchase Order Report (POs exceeding $5,000) Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the over $5,000 Purchase Order Report, as submitted. 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 29/44 180 Redwood 43D Business Services
File Attachments
PO Board Report 5K+ 10-5-21.pdf (188 KB)
ISSUE:
Should the Board of Education ratify the new contract with California IT in Education for Privacy Services? INFORMATION:
In order to ensure the ongoing protection of personally identifiable student information and compliance with applicable laws and regulations such as the Family Educational Rights and Privacy Act (FERPA), the Children's Online Privacy Protection Act (COPPA) and California Assembly Bill 1584, CVUSD Technology Services has proposed contracting with California IT in Education (CITE) to streamline the student data privacy agreement process. Under this agreement, CITE will manage all student data privacy agreements on CVUSD's behalf, engage directly with vendors on pending agreements and utilize existing privacy agreements where applicable. CITE will also upload all signed agreements into the publicly accessible California Student Privacy Alliance website.
FISCAL IMPACT:
General Fund: $7,250
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Henry Ortiz
Director, Technology Services
On behalf of,
Victor P. Hayek
Deputy Superintendent, Business Services
MWM:VPH:HO:os
File Attachments
PS Service Agreement [Conejo Valley USD] 1 year.pdf (1,661 KB) These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject Z. Business Services - Ratification of New Contract with California IT in Education for Privacy Services
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve to ratify the contract with California IT in Education for Privacy Services, as submitted.
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 30/44 ISSUE:
Should the Board of Education approve the contract with DigitalScepter for Palo Alto's firewall solution? INFORMATION:
Due to Conejo Valley Unified School District’s current Juniper SRX Firewall hardware reaching end of life and support, the District has sought out a new Firewall solution. Palo Alto has offered a contract for their firewall hardware, which will offer the District in-depth application detection and decryption of data moving across our network. These capabilities, combined with Palo Alto’s robust application database, will add another layer of protection to mitigate against malware, viruses, and ransomware attacks on our network. During our evaluation process, the District found Palo Alto to offer a more accessible and familiar interface for managing and configuring the firewall appliance. The contract is a five-year agreement starting November 2021.
FISCAL IMPACT:
General Fund: $563,238.80 (Stimulus)
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Henry Ortiz
Director, Technology Services
On behalf of,
Victor P. Hayek
Deputy Superintendent, Business Services
MWM:VPH:HO:os
File Attachments
SOW CVUSD PAN Migration 20210909.pdf (3,377 KB)
Summary of Services.pdf (157 KB)
Subject AA. Business Services - Ratification of New Contract with DigitalScepter for Palo Alto's Firewall Solution
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve to ratify the contract with DigitalScepter for Palo Alto's firewall solution, as submitted.
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject BB. Business Services - Ratification of Statement of Work with CDW Government LLC
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 31/44 ISSUE:
Should the Board of Education ratify the statement of work for CDW Government LLC to facilitate Conejo Valley Unified School District's Data Center relocation?
INFORMATION:
In order to mitigate against rising operating costs, CVUSD Technology Services has recommended that the existing server and network infrastructure located in the datacenter at the 1400 E Janss Road be relocated to a new server closet at 750 Mitchell Road. The new server closet will be in close proximity to Technology Services Central Team Members and will utilize existing security and cooling systems. The scope of this request includes the procurement and installation of rack enclosures, supporting fiber and copper interconnects, and a modern uninterrupted power system to support these critical systems.
FISCAL IMPACT:
General Fund: $131,685.27 (Stimulus)
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Henry Ortiz
Director, Technology Services
On behalf of,
Victor P. Hayek
Deputy Superintendent, Business Services
MWM:VPH:HO:os
File Attachments
CONEJOVALL_CDW-G_CSOW_39793_v2.pdf (629 KB)
New Datacenter Proposal_v3.pdf (211 KB)
ISSUE:
Should the Board of Education approve Change Order 1 to the contract with Falcon Roofing Company, for the roof replacement project at Walnut Elementary School?
INFORMATION:
Type Action (Consent)
Recommended Action Approve to ratify the Statement of Work with CDW Government LLC, as submitted.
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject CC. Business Services - MEASURE I - Change Order 1: Roof Replacement – Walnut Elementary School – Falcon Roofing Company
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve Change Order 1 to modify the contract with Falcon Roofing Company, as submitted. 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 32/44 On April 22, 2021, the Conejo Valley Unified School District entered into a contract with Falcon Roofing Company, for the roof replacement project at Walnut Elementary School. This change order is for the returning of the unused allowance to the District and is a decrease to the contract. Reference purchase order B21-01037.
Original contract amount: $168,866
Change order amount: -$9,025
New contract amount: $159,841
FINANCIAL IMPACT:
Bond Measure I: -$9,025
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Tim McCabe
Director, Planning and Construction
On behalf of,
Victor P. Hayek, Ed.D.
Deputy Superintendent, Business Services
MWM:VPH:TM:dmh
File Attachments
10 05 21 - CO1 - WAL Roofing Falcon Roofing.pdf (349 KB) ISSUE:
Should the Board of Education approve Change Order 1 to the contract with Rutherford Co., Inc., for the lath and plaster portion of the project at Westlake High School?
INFORMATION:
On August 25, 2020, the Conejo Valley Unified School District entered into a contract with Rutherford Co., Inc., for the lath and plaster portion of the project at Westlake High School.
Additional fireproofing was required by DSA and our Inspector of Record that wasn’t shown on the Addendum drawings, as well as scaffolding required for drywall finishing in the elevator.
The change order represents the cost for the work listed, subsequently requiring an increase to the original contract amount.
Reference purchase order B21-00819.
Original contract amount: $797,280.00
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject DD. Business Services - MEASURE I - Change Order 1: New STEM Building – Westlake High School – Rutherford Co., Inc.
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve Change Order I to modify the contract with Rutherford Co., Inc., as submitted. 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 33/44 Change order this request: $3,736.82
New contract amount: $801,016.82
FINANCIAL IMPACT:
Bond Measure I: $3,736.82
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Tim McCabe
Director, Planning and Construction
On behalf of,
Victor P. Hayek, Ed.D.
Deputy Superintendent, Business Services
MWM:VPH:TM:dmh
File Attachments
10 05 21 - CO1 - WHS STEM Bldg - Rutherford.pdf (1,369 KB) ISSUE:
Should the Board of Education approve Change Order 2 to the contract with Enterprise Construction, Inc., for the structural concrete portion of the project at Westlake High School? INFORMATION:
On July 28, 2020, the Conejo Valley Unified School District entered into a contract with Enterprise Construction, Inc., for the structural concrete portion of the project at Westlake High School. During the course of construction, additional work became required to include wall curbs on all levels and an additional stair wall by DSA.
The change order represents the cost for the work listed, subsequently requiring an increase to the original contract amount.
Reference purchase order B21-00680.
Original contract amount: $1,290,000
Previous Approved Change Orders: $101,167.18
Change order this request: $39,882.04
New contract amount: $1,431,049.22
FINANCIAL IMPACT:
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject EE. Business Services - MEASURE I - Change Order 2: New STEM Building – Westlake High School – Enterprise Construction, Inc.
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve Change Order 2 to modify the contract with Enterprise Construction, Inc., as submitted.
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 34/44 Bond Measure I: $ 39,882.04
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Tim McCabe
Director, Planning and Construction
On behalf of,
Victor P. Hayek, Ed.D.
Deputy Superintendent, Business Services
MWM:VPH:TM:dmh
File Attachments
10 05 21 - CO2 - WHS STEM Bldg - Enterprise.pdf (113 KB) ISSUE:
Should the Board of Education authorize the execution and filing of a Notice of Completion for the contracts and projects awarded by the Conejo Valley Unified School District?
INFORMATION:
The Conejo Valley Unified School District entered into contracts, for various projects, that are complete and have been inspected by District staff, as follows:
Site Contract Date Type* Project Description
Major Project #
Purchase Order
Number
Contract Amount
Funding Source Contractor
Walnut ES April 22, 2021 MMR Roof Replacement
MP20/21-603-WAL B21-01037 $159,841TOPASS Falcon Roofing *ITNI: Instructional Technology and Network Infrastructure – MMR: Modernization, Maintenance and Repairs – SMCL: Science, Mathematics Career Preparation Lab – SS: Safety & FISCAL IMPACT:
TOPASS Fund: $159,841
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Tim McCabe
Director, Planning and Construction
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject FF. Business Services - Notices of Completion
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the executive and filing of a Notice of Completion for the contracts, as listed. 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 35/44 ISSUE:
Should the Board of Education approve the Workers' Compensation Actuarial Report? INFORMATION:
The Conejo Valley Unified School District self-insures its Workers' Compensation exposure. The District has asked Bay Actuarial Consultants to provide an actuarial report on its Workers' Compensation program. The report covers the following items:
1. Unpaid Losses. The report includes an estimate of the unpaid self-insured losses as of June 30, 2021.
2. Projected 2021-22 Losses and Rates of Loss. The report includes a projection of the losses that the District will incur during 2021-22, and also expresses this as a rate of loss per $100 of insured payroll.
3. Discounting. The estimated liability and the projected 2021-22 rates of loss are discounted to reflect the time value of money.
4. Variability of Estimated Losses. It includes an analysis of items (1) and (2) in terms of “probability levels.”
5. Cash Flow Projections. The report provides a projection of the program's claim expenditures for 2021-22.
FISCAL IMPACT:
Workers' Compensation Fund: $5,000
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Gary Bradbury, CSP, CSRM, CEA, CPSI
Director, Safety and Risk Management
On behalf of
Victor P. Hayek, Ed.D.
Deputy Superintendent, Business Services
MWM:VPH:GB:jt
File Attachments
WC Actuarial Report 2021-06-30.pdf (1,163 KB)
On behalf of,
Victor P. Hayek, Ed.D.
Deputy Superintendent, Business Services
MWM:VPH:TM:dmh
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject GG. Business Services - Approval of Workers' Compensation Actuarial Report Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the Workers' Compensation Actuarial Report, as submitted.
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 36/44 ISSUE:
Should the Board of Education approve Resolution #21/22-18 authorizing an accelerated closing for the sale of 2498 Conejo Center Drive to ARC Investment Group, LLC in exchange for a small reduction in the purchase price? INFORMATION:
On June 15, 2021, the Board approved Resolution #20/21-43, which authorized the sale of the real property located at 2498 Conejo Center Drive, Thousand Oaks (the "Property") to ARC Investment Group, LLC ("ARC"). Subsequently, the District and ARC entered into a Purchase and Sale Agreement and Joint Escrow Instructions (the "Purchase and Sale Agreement") and opened escrow for the transaction.
Recently, ARC requested an amendment to the Purchase and Sale Agreement. Under the current terms of the Purchase and Sale Agreement, closing would occur on December 15, 2021, and ARC has the right to request up to two 90-day extensions of the closing date. The buyer would like to accelerate closing to October 15, 2021. In exchange, the buyer seeks a 2% decrease of the $9,651,330 purchase price (i.e., a reduction of $193,026.60, resulting in a new purchase price of $9,458,303.40). The buyer has also offered to reimburse the District for any third party costs (e.g., attorney fees) that the District incurs in relation to the expedited closing.
If the Board agrees with ARC's proposal, then the District and ARC will work with the escrow company to prepare and execute an amendment to the Purchase and Sale Agreement, and then proceed to closing by October 15, 2021.
FISCAL IMPACT:
Surplus Property Fund: -$193,026.60
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Victor P. Hayek, Ed.D.
Deputy Superintendent, Business Services
MWM:VPH:mn
File Attachments
RES2122-18 Authorizing Amendment to Purchase and Sale Agreement Between District and ARC Investment Group, LLC.pdf (114 KB)
items.
Subject HH. Business Services - Approval of Resolution #21/22-18: Authorizing Amendment to Purchase and Sale Agreement Between the District and ARC Investment Group, LLC for 2498 Conejo Center Drive, Thousand Oaks
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve Resolution #21/22-18: Authorizing Amendment to Purchase and Sale Agreement Between the District and ARC Investment Group, LLC for 2498 Conejo Center Drive, Thousand Oaks, as submitted.
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
items.
Subject HH. Business Services - Approval of Resolution #21/22-18: Authorizing Amendment pp g to Purchase and Sale Agreement Between the District and ARC Investment Group, g LLC for 2498 Conejo Center Drive, Thousand Oaks
Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve Resolution #21/22-18: Authorizing Amendment to Purchase and Sale Agreement gg Between the District and ARC Investment Group, LLC for 2498 Conejo Center Drive, Thousand Oaks, as submitted.
ISSUE:
Should the Board of Education approve Resolution #21/22-18 authorizing an accelerated closing for the sale of 2498 Conejo Center Drive to ARC Investment Group, LLC in exchange for a small reduction in the purchase price? INFORMATION:
On June 15, 2021, the Board approved Resolution #20/21-43, which authorized the sale of the real pp ro erty located at y 2498 Conejo Center Drive, Thousand Oaks (p the "Property)" to ARC Investment Group, LLC ( ) qy "ARC"). Subsequently, the District and ARC entered into a Purchase and Sale Agreement and Joint Escrow Instructions (the "Purchase and Sale g Agreement") and opened escrow for the transaction.
Recently, ARC requested an amendment to the Purchase and Sale Agreement. Under the current terms of the Purchase qg and Sale Ag g g qp reement, closing would occur on December 15, 2021, and ARC has the right to request up to two 90-day extensions of the closingy date. The buyer would like to accelerate closing to October 15, 2021. In exchangy e, the buyer seeks a 2% decrease of the $9,651,330 p p( urchase price (i.e., a reduction of $193,026.60, resulting in a new purchase gp p )y rice of $9,458,303.40). The buyer has also offered to reimburse the District for any third party costs (e.g., attorney fees) that the District incurs in relation to the expedited closing.
If the Board ag pp p rees with ARC's proposal, then the District and ARC will work with the escrow company to prepare and y pp execute an amendment to the Purchase and Sale Agreement, and then proceed to closing by October 15, 2021.
FISCAL IMPACT:
Surplus Property Fund: -$193,026.60
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Victor P. Hayek, Ed.D.
Deputy Superintendent, Business Services
MWM:VPH:mn
File Attachments
RES2122-18 Authorizing Amendment to Purchase and Sale Agreement Between District and ARC Investment Group, LLC.pdf (114 KB)
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 37/44 ISSUE:
Should the Board of Education approve the submission of the SGIP grant and agreement with Tesla, Inc. for the installation of energy storage systems to provide emergency backup power and cost savings through peak shaving? INFORMATION:
The California Public Utilities Commission's (CPUC) Self-Generation Incentive Program (SGIP) provides incentives to support existing, new, and emerging distributed energy resources. SGIP provides rebates for qualifying distributed energy systems installed on the customer's side of the utility meter. Because CVUSD and the Red Cross have an established agreement for potential use as shelters during emergency situations, certain District schools qualify for the grant. The District has been working with Tesla, Inc. on providing battery backup solutions to provide power during power outages while utilizing the system to save on utility costs through peak shaving, i.e. using the batteries to draw power rather than the grid during peak times.
The submission includes all installation costs of approximately $8 million and a 10-year agreement (no-cost to District) for maintenance, service, and upkeep of the systems. Six sites have been identified to meet the criteria. Below is the estimate of cost, projected savings, and duration of power provided for each school site:
FISCAL IMPACT:
Grant Funded (Internal management and project oversight built into District fixed costs, inspection costs TBD on DSA, if necessary)
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Victor P. Hayek, Ed.D.
Deputy Superintendent, Business Services
MWM:VPH:mn
File Attachments
Tesla Battery Project.pdf (14,227 KB)
Megapack Enhanced Safety Overview[13].pdf (207 KB)
Megapack Brochure.pdf (279 KB)
Subject II. Business Services - Approve the Submission for the SGIP Grant and Agreement with Tesla, Inc. for the Installation of Energy Storage Systems to Provide Emergency Backup Power and Cost Savings Through Peak Shaving Meeting Oct 5, 2021 - Regular Board Meeting
Category 4. ACTION ITEMS – CONSENT
Type Action (Consent)
Recommended Action Approve the Submission for the SGIP Grant and Agreement with Tesla, Inc. for the installation of energy storage systems, as submitted.
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 38/44
5. INFORMATION/DISCUSSION ITEMS - GENERAL
Presentation by:
Dr. Ricardo Araiza, Director, Multilingual Learners and Equity Dr. Dena Sellers, Director, Elementary Instruction
Ms. Erica Ultreras, Principal, Conejo Elementary School File Attachments
Presentation - DLI Program October 5 2021.pdf (225 KB)
DLI Program October 5 2021 Spanish.pdf (228 KB)
ISSUE:
Should the Board of Education of the Conejo Valley Unified School District approve the Elementary and Secondary School Emergency Relief (ESSER) III funding plan, as submitted? INFORMATION:
In response to the 2019 Novel Coronavirus (COVID-19), the U.S. Congress passed the American Rescue Plan (ARP) Act, which was signed into law on March 11, 2021. The main funding source for local educational agencies (LEAs) in the ARP Act is the ESSER III Fund. CVUSD is eligible to receive $12,323,124 to meet the requirements of ESSER III, which can be spent up to September 30, 2024.
LEAs that receive ESSER III funds are required to develop a plan for how they will use ESSER III funds to, at a minimum, address students’ academic, social, emotional, and mental health needs, as well as the opportunity gaps that existed before, and were exacerbated by, the COVID-19 pandemic. The plan is required to address the following:
The extent to which and how the funds will be used to implement prevention and mitigation strategies that are, to the greatest extent practicable, consistent with the most recent CDC guidance on reopening schools, in order to continuously and safely open and operate schools for in-person learning.
These items are considered routine and will be approved in one action without discussion. If Board members request that an item be removed from Consent or a citizen wishes to speak to an item, the item will be considered under Action items.
Subject A. Presentation by Student Services: Dual Language Immersion Program Meeting Oct 5, 2021 - Regular Board Meeting
Category 5. INFORMATION/DISCUSSION ITEMS - GENERAL
Type Discussion, Information
Subject B. Presentation by Instructional Services: Elementary and Secondary School Emergency Relief Funding (ESSER III)
Meeting Oct 5, 2021 - Regular Board Meeting
Category 5. INFORMATION/DISCUSSION ITEMS - GENERAL
Type Discussion, Information
Goals Goal 1: Implement targeted actions and services that support positive student outcomes. (Student Focused)
Goal 2: Ensure highly qualified and effective staff are provided with targeted professional development, and have an understanding that all job responsibilities are structured to support positive student outcomes. (Internal Focused)
Goal 3: Provide communication and targeted outreach that informs the community of programs & opportunities that support positive student outcomes. (Community Focused) Goal 4: Enhance the social, emotional and physical well-being for all students through targeted actions that support positive student outcomes. (School/Community focused) 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 39/44 How the LEA will use the minimum of 20% of funds it reserves for learning loss to address the academic impact of lost instructional time through the implementation of evidence-based interventions, such as summer learning or summer enrichment, extended day, comprehensive afterschool programs, or extended school year programs.
How the LEA will spend its remaining ESSER III funds consistent with the allowable uses.
How the LEA will ensure that the interventions it implements, including but not limited to the interventions to address learning loss, will respond to the academic, social, emotional, and mental health needs of all students, and particularly those students disproportionately impacted by the COVID–19 pandemic, including students from low-income families, students of color, English learners, children with disabilities, students experiencing homelessness, children in foster care, and migratory students.
Board action adopting the ESSER III funding plan will occur on October 19, 2021.
FISCAL IMPACT:
One-time revenue of $12,323,124 to meet the specific purposes of ESSER III funds.
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Kenneth Loo
Assistant Superintendent, Instructional Services
MWM:KL:ab
File Attachments
ESSER III Board of Education Presentation 10_5_2021.pdf (113 KB) ISSUE:
Should the Board of Education approve the 2021/2022 Elementary and Secondary School Plans for Student Achievement (SPSA)? INFORMATION:
School Plans for Student Achievement (SPSA) are aligned with the District's Local Control Accountability Plan (LCAP) and school goals for improving student achievement. School site goals are based upon an analysis of verifable state data that includes the California Assessment of Student Performance and Progress (CAASPP), which includes the Smarter Balanced Assessment Consortium (SBAC) and the California Alternate Assessments (CAA), California English Language Development Test (CELDT) and/or the English Language Proficiency Assessments for California (ELPAC), and local measures of pupil achievement including Subject C. Instructional Services - Approval of 2021/2022 School Plans for Student Achievement (SPSA)
Meeting Oct 5, 2021 - Regular Board Meeting
Category 5. INFORMATION/DISCUSSION ITEMS - GENERAL
Type Information
Goals Goal 1: Implement targeted actions and services that support positive student outcomes. (Student Focused)
Goal 2: Ensure highly qualified and effective staff are provided with targeted professional development, and have an understanding that all job responsibilities are structured to support positive student outcomes. (Internal Focused)
Goal 3: Provide communication and targeted outreach that informs the community of programs & opportunities that support positive student outcomes. (Community Focused) Goal 4: Enhance the social, emotional and physical well-being for all students through targeted actions that support positive student outcomes. (School/Community focused) 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 40/44 benchmark and common assessments. The English Language Proficiency (ELP) assessments; Initial ELPAC used for EL identification and Summative ELPAC used to monitor progress of English acquisition, are both implemented. Due to the COVID-19 pandemic and allowances at both the state and federal level, some data measures for the 2019-2020 and 2020-2021 school year are not available.
School Site Councils (SSC) analyze the academic performance data of all students, including English learners, foster and homeless youth, gifted and talented students (GATE), socio-economically disadvantaged (SED) students, and students with disabilities (SWD). The SSC also obtains and considers the input of their school communities as provided through the District LCAP Survey and other local surveys and feedback systems. SSCs met in the months of May, June, August, and September to collaborate, draft, and approve the SPSA. School Plans must also include budgets that are discussed, jointly developed, and approved by School Site Councils and English Language Advisory Councils as appropriate. The completed plans and budgets were submitted on September 17, 2021 for review and approval of the Instructional Services Department.
Approved plans are posted on each school’s website for public review at http://www.conejousd.org/SARC-SPSA FISCAL IMPACT:
None
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Kenneth Loo
Assistant Superintendent, Instructional Services
MWM:KL:ab
ISSUE:
Should the Board of Education approve amendments to Administrative Regulation 5116.1 – Intradistrict Open Enrollment?
INFORMATION:
California Education Codes 35160.5 and 48980 require that the Governing Board review the intradistrict board policy and administrative regulations annually. The school choice committee has met and studied the current policy and regulations. The committee reviewed and discussed the following information: sibling priority, employee priority, lottery selection process, magnet/academy choice priority, and application deadlines.
Based on this feedback, staff recommends the following:
Priority for students residing in the Conejo Elementary attendance boundaries to choose not to participate in Dual Language Immersion that will begin at Conejo Elementary in August 2022.
Indicating the future available grade-levels of the Open Classroom Leadership Magnet at Conejo Elementary.
The amendments to the Administrative Regulation assure that our policies are compliant with state law, in line with our past practice, reflect changes recommended by the School Choice Committee, and honor Board of Education direction.
FISCAL IMPACT:
Subject D. Instructional Services - Approval of Amendments to Administrative Regulation 5116.1 - Intradistrict Open Enrollment
Meeting Oct 5, 2021 - Regular Board Meeting
Category 5. INFORMATION/DISCUSSION ITEMS - GENERAL
Type Information
Goals Goal 1: Implement targeted actions and services that support positive student outcomes. (Student Focused)
Goal 3: Provide communication and targeted outreach that informs the community of programs & opportunities that support positive student outcomes. (Community Focused) 10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 41/44 Title Author ISBN Grade
All the Stars Denied Guadalupe Garcia McCall 1620142813 7 Esperanza Rising Pam Munoz Ryan 0439120425 6
No direct fiscal impact is anticipated.
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Kenny Loo
Assistant Superintendent, Instructional Services
MWM:KL:ab
File Attachments
BP 5116 1 Intradistrict Open Enrollment - School Choice.pdf (99 KB) AR 5116 1 Intradistrict Open Enrollment - School Choice.pdf (392 KB) ISSUE:
Should the Board of Education approve the new middle school (6-8) core literature titles, All the Stars Denied and Esperanza Rising, for English Language Arts instruction?
INFORMATION:
The Conejo Valley Unified School District (CVUSD) implements the selection and adoption of instructional materials, specifically for grades K-8, in accordance with Board Policy and Administrative Regulation 6161.1. CVUSD considers the California Department of Education’s Recommended Literature List. However, the California Department of Education notes “The Recommended Literature List is intended as a tool to assist districts as they select literature, but the list only recommends titles. Ultimately, it is the responsibility of the District to select literature according to the selection policies that are in place.” CVUSD English/Language Arts teachers reviewed All the Stars Denied and Esperanza Rising. The CVUSD English/Language Arts Articulation Committee has also given considerable thought to the merit of titles placed on the core literature list. This discussion and review also occurred in the Secondary Curriculum Advisory Council meeting. The titles listed below were chosen to move forward for Board approval for 6th and 7th grades to be included as part of the grade level list of diverse core literature selections. These novels will support and strengthen the core curriculum and broaden students’ knowledge and skills. http://www.conejousd.org/Departments/Instructional-Services/Core-Literature-Adoption-Process As part of the District's Core Literature adoption process, preview events will be held virtually on October 14, 2021, and October 28, 2021, that provide parents and community members the opportunity to learn about the titles and ask questions of available staff.
FISCAL IMPACT:
Subject E. Instructional Services - Approval of New Middle School Core Literature Titles - All the Stars Denied and Esparanza Rising
Meeting Oct 5, 2021 - Regular Board Meeting
Category 5. INFORMATION/DISCUSSION ITEMS - GENERAL
Type Discussion, Information
Goals Goal 1: Implement targeted actions and services that support positive student outcomes. (Student Focused)
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 42/44 Title Author ISBN Grade
How Much of These Hills is Gold C Pam Zhang 0525537201 11 Kitchen Banana Yoshimoto 0802142443 12
Klara and the Sun Kazuo Ishiguro 0593318171 10
District textbook funds shall be used to pay for requested textbooks from each school site.
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Sonia Wilson
Director, Middle Schools and Professional Learning
On behalf of,
Kenny Loo
Assistant Superintendent, Instructional Services
MWM:KL:SW:ss
File Attachments
All the Stars Denied - Middle School.pdf (391 KB)
Esperanza Rising - Middle School.pdf (182 KB)
MINUTES -- SCAC MEETING - SEPT 9,2021 - Google Docs.pdf (59 KB) All the Stars Denied.pdf (410 KB)
Esperanza Rising - second half of pdf Proposed.pdf (186 KB) ISSUE:
Should the Board of Education approve the new high school (9-12) core literature titles, How Much of These Hills is Gold, Kitchen, and Klara and the Sun, for English Language Arts instruction? INFORMATION:
The Conejo Valley Unified School District (CVUSD) implements the selection and adoption of instructional materials, specifically for grades 9-12, in accordance with Board Policy and Administrative Regulation 6161.1. CVUSD considers the California Department of Education’s Recommended Literature List. However, the California Department of Education notes “The Recommended Literature List is intended as a tool to assist districts as they select literature, but the list only recommends titles. Ultimately, it is the responsibility of the District to select literature according to the selection policies that are in place.” CVUSD English Language Arts teachers reviewed How Much of These Hills is Gold, Kitchen and Klara and the Sun. The CVUSD English/Language Arts Articulation Committee has given considerable thought to the merit of titles placed on the core literature list. This discussion and review also takes place in the Secondary Curriculum Advisory Council meeting. The titles listed below were chosen to move forward for Board approval for 10th, 11th and 12th grade, in the list of several optional titles. These novels will support and strengthen the core curriculum and broaden students’ knowledge and skills.
Subject F. Instructional Services - Approval of New High School Core Literature Titles - How Much of These Hills is Gold, Kitchen, and Klara and the Sun Meeting Oct 5, 2021 - Regular Board Meeting
Category 5. INFORMATION/DISCUSSION ITEMS - GENERAL
Type Discussion, Information
Goals Goal 1: Implement targeted actions and services that support positive student outcomes. (Student Focused)
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 43/44 http://www.conejousd.org/Departments/Instructional-Services/Core-Literature-Adoption-Process As part of the District's Core Literature adoption process, preview events will be held virtually on October 14, 2021, and October 28, 2021, that provide parents and community members the opportunity to learn about the title and ask questions of available staff.
FISCAL IMPACT:
District textbook funds shall be used to pay for requested textbooks from each school site.
Respectfully submitted,
Mark W. McLaughlin, Ed.D.
Superintendent
Prepared by,
Brian Mercer
Director, High Schools
On behalf of,
Kenny Loo
Assistant Superintendent, Instructional Services
MWM:KL:BM:ss
File Attachments
How Much of These Hills is Gold - High School.pdf (218 KB) Kitchen - High School.pdf (166 KB)
Klara and the Sun - High School.pdf (266 KB)
MINUTES -- SCAC MEETING - SEPT 9,2021 - Google Docs.pdf (59 KB) MINUTES -- SCAC Meeting June 30, 2021.pdf (48 KB)
How Much of These Hills is Gold -Proposed.pdf (210 KB)
How Much of These Hills is Gold.pdf (341 KB)
Kitchen Core Literature Approval.pdf (426 KB)
Klara and the Sun Core Literature Approval.pdf (377 KB)
6. ADJOURNMENT
Current Board topic requests with anticipated date(s) to bring information back to the Board:
Scheduled:
4th, 5th, 6th - Family Life Video Update (October)
Update on Dress Code policy (November 2021 via Board Report) Update on progress/focus of the Teacher on Special Assignment, Visual/Performing Arts (January/February 2022) Dates To Be Determined:
Newcomer Program @ NPHS
Project to Inspire
Adoption of resolution on grading equity
BP 1313 - Civility
Subject A. Future Board Topics / Activities
Meeting Oct 5, 2021 - Regular Board Meeting
Category 6. ADJOURNMENT
Type Information
10/8/21, 1:51 PM BoardDocs® Plus
https://go.boarddocs.com/ca/conejo/Board.nsf/Public 44/44 Ongoing:
Recognition of academic and visual/performing arts competitions Addition of curriculum/literature written by diverse authors/incorporation of programs and events to include culture Report on activities/events at the sites in relation to acknowledgment of resolutions Italics - additions from the previous Board meeting.
FUTURE BOARD MEETINGS
October 19, 2021
5:00 p.m. Closed Session
6:00 p.m. Open Session
Location: Conejo Valley High School (CVUSD Board Room), 1402 E. Janss Road, Thousand Oaks For a copy of this agenda and additional information, please visit the CVUSD website.
Internet Home Page: www.conejousd.org/
Americans with Disabilities Act (ADA)
In compliance with the ADA, if you need special assistance, including assisted listening devices, to participate in this meeting or other services in conjunction with this meeting, please contact the Superintendent’s Office at (805) 497- 9511 ext. 1101. Upon request, the agenda and documents in this agenda packet can be made available in appropriate alternative formats to persons with a disability. Notification at least 48 hours prior to the meeting or time when services are needed will assist our staff in assuring reasonable arrangements can be made to provide accessibility to the meeting or service.
Subject B. Adjournment
Meeting Oct 5, 2021 - Regular Board Meeting
Category 6. ADJOURNMENT
Type Procedural
[LEFT BLANK INTENTIONALLY]
February 16, 2022
Via E-mail
[email protected]
Justine Kendall
Community Development Department
City of Thousand Oaks
2100 E Thousand Oaks Blvd.
Thousand Oaks, CA 91362
Re: Development Permit (DP) 2021-70408 at 2498 and 2550 Conejo Center Drive (APN 667-0-080-015 and 667-0-080-035)
Dear Ms. Kendall:
In response to the Notice of Application for the above referenced Development Permit (DP), and on behalf of our client G.I. Industries, dba Waste Management (WM), we hereby provide this initial letter opposing the DP application sought by ARC Investment and request that the Community Development Department (the Department) hold an administrative hearing. We reserve the right to provide additional substantive comments at a later date.
As a preliminary matter, on February 10, 2022, I called and sent an email requesting that the Department provide me with a copy of the DP application, clarify the existing zoning and land use designations for the Project Site,1 and inform me of the City’s intended form of CEQA compliance for the DP application. I am still waiting to hear back from the City. I hereby also reiterate my request for notice – including emailed notice - of all future hearings, public notices and environmental documents prepared for the DP or the project site - 2498 and 2550 Conejo Center Drive (the Property).
For the reasons explained herein and supported by the accompanying enclosed expert comment letters, the City must prepare and certify an environmental impact report (EIR) to properly comply with the California Environmental Quality Act (CEQA) (Pub. Resources Code, § 21000 et seq.) before issuing any discretionary permits or approvals for development of the Project Site (located at 2498 and 2550 Conejo Center Drive). The City must also allow for an appeal to the City Council of any nonelected decisionmaking body’s certification, approval, or determination regarding the DP Project, 1 The Ventura County Assessor’s Office website states that the zoning for the referenced APNs is “unavailable.”
Andrea K. Leisy
[email protected]
Justine Kendall
February 16, 2022