HomeMy WebLinkAboutItem 12a - New Groundwater Production Well
DATE: November 17, 2020
TO: Honorable Mayor and City Council
FROM: Tom Tait, Public Works Services Director
By: Jacquelyn Mercado, Senior Management Analyst
SUBJECT: AGREEMENT BETWEEN THE CITIES OF ARCADIA AND SIERRA
MADRE FOR A NEW JOINT GROUNDWATER PRODUCTION WELL
Recommendation: Approve
SUMMARY
On November 15, 2019, the City Council formalized and approved an Interconnection
Wheeling Agreement (“Wheeling Agreement”) between the Cities of Arcadia and Sierra
Madre (“Sierra Madre”). The Wheeling Agreement formalized an arrangement and set
parameters for the delivery of water from the City of Arcadia’s water system to Sierra
Madre through an interconnection that was established in 2002. The previously
approved Wheeling Agreement serves as a precursor to the proposed New Joint
Groundwater Production Well Agreement (“Agreement”) where the Cities of Arcadia and
Sierra Madre plan to jointly design, construct, operate, and maintain a groundwater
production well in the Main San Gabriel Basin, to the benefit of both agencies.
It is recommended that the City Council approve, authorize, and direct the City Manager
to execute an Agreement between the Cities of Arcadia and Sierra Madre for a new joint
groundwater production well.
BACKGROUND
The City of Arcadia’s primary water supply originates from both the Main San Gabriel
Basin (the “Main Basin”) and the Raymond Basin, with the former as the primary source
of supply. The Main Basin Judgement allows producers to pump in excess of the annual
Operating Safe Yield, subject to a Replacement Water Assessment. The Main Basin
uses funds collected from producers’ overproduction to purchase imported water from
the Metropolitan Water District, as a supplemental means to recharge the basin. The
Raymond Basin is divided into an eastern unit, the Santa Anita Subarea, a central unit,
the Pasadena Subarea, and a western unit, the Monk Hill Subarea. The Cities of
Agreement for New Groundwater Production Well
November 17, 2020
Page 2 of 5
Arcadia and Sierra Madre are the sole water producers within the Santa Anita Subarea.
Due to the Santa Anita Subarea’s longstanding overdraft condition and decline in water
levels, the Raymond Basin Management Board has limited annual water production for
several years, which has impacted both Cities’ overall water rights.
As the sole water producers in the Santa Anita Subarea, the Cities of Arcadia and
Sierra Madre have been working together to improve groundwater levels in the Santa
Anita Subarea through a variety of methods, including reduced pumping, frequent
monitoring of water quality and ground water levels, and enhancements to the Santa
Anita Dam, Debris Dam, and Santa Anita Spreading Grounds. Due to the lasting impact
of the last drought, the Cities of Arcadia and Sierra Madre will continue to develop ways
to augment groundwater levels in the Santa Anita Subarea. Presently, both Cities are
working together on a Well Siting Study for a new joint groundwater production well in
the City of Arcadia.
Sierra Madre’s primary water source is from wells located in the Santa Anita Subarea.
In 2002, the two Cities jointly established an interconnection between their respective
water distribution systems with the aid of federal grant funding from the United States
Environmental Protection Agency. The purpose for establishing the interconnection was
to aid Sierra Madre by providing a secondary source of supply, should their wells
become inoperable due to mechanical failure or a natural disaster. The City of Arcadia
has, on occasion, delivered water to Sierra Madre since the establishment of the
interconnection, but a formal operating agreement for the interconnection did not exist.
On November 15, 2019, the Arcadia City Council approved the Wheeling Agreement
between the Cities of Arcadia and Sierra Madre. The Wheeling Agreement formalized
the terms and conditions for the delivery of water from the City of Arcadia’s water
system to Sierra Madre through the interconnection. Significantly, Sierra Madre pays a
standing annual fee whether they request water or not, and then pays the actual cost of
pumping the water through Arcadia to their City.
DISCUSSION
The purpose of the proposed Agreement is to establish terms and conditions for the
design, construction, operation, and maintenance of a new joint groundwater production
well (“Joint Well”) with the City of Sierra Madre. The benefit of a Joint Well in the Main
Basin for the City of Sierra Madre is that it allows them to add an additional source of
potable water supply for their customers and provide system redundancy. The City of
Arcadia would also benefit from the Joint Well by adding a new potable well at half the
cost and to provide needed system redundancy. The City’s current Water Master Plan
calls for a new well in the Main Basin to accommodate maximum day and future
demands. By sharing the cost of construction, operation, and maintenance of the well,
the City of Arcadia will reduce its costs by half in meeting this Master Plan goal.
Agreement for New Groundwater Production Well
November 17, 2020
Page 3 of 5
The following are key terms and conditions included in the proposed Agreement:
- Arcadia will act as the lead agency and will obtain consensus from Sierra Madre
on all costs and well performance related issues.
- The proposed Joint Well will be located on City of Arcadia property and will be
owned, operated, maintained, and repaired under joint ownership between both
agencies.
- Arcadia and Sierra Madre will jointly prepare and agree on the estimated detailed
project budget for all costs (excluding each city’s internal costs). The budget will
be reviewed, revised as necessary, and agreed upon by a Joint Well
Management Committee.
- Arcadia and Sierra Madre shall each be responsible for 50% of the cost of all
matters related to the design, construction, operation, and maintenance of the
Joint Well. This will include annual cost per acre foot of water for electricity and
use of Arcadia’s water distribution system (pipe, reservoir, and booster station).
In addition, Sierra Madre will pay 50% of the cost for rent of the Joint Well site.
The anticipated location for the Joint Well is the southwest corner of the City of
Arcadia’s Public Works Services Yard, near the entrance of Kardashian Avenue. The
attached Figure 1-1 shows an aerial view of the site, well location, and the associated
well discharge piping. It is anticipated that the Joint Well will be drilled to approximately
650 feet deep and will be capable of producing an estimated 2,000 gallons per minute
(gpm).
The Joint Well will be equipped with all necessary pump, motor, power, controls, piping,
fittings, flow meter, valves, and disinfection equipment for the delivery of potable water.
The associated equipment will be housed in a masonry block building. Approximately
200 feet of piping will connect the Joint Well to Arcadia’s existing water distribution
system on Goldring Road.
The equally shared construction costs will include all capital costs to plan, coordinate,
design, permit and construct the Joint Well; along with all operations and maintenance
costs for the delivery of water to the point of interconnection with Sierra Madre.
Additional costs such as planned well and equipment maintenance and repair and well
rehabilitation are covered under this Agreement and will be calculated and billed to
Sierra Madre separately from initial project costs.
The proposed Agreement would not alter the water rights of either City. Under the Main
San Gabriel Basin Judgement, Sierra Madre has the right to produce groundwater from
the Main Basin. Sierra Madre does not own property in the Main Basin and therefore
does not currently have the ability, without purchasing property, to construct their own
Agreement for New Groundwater Production Well
November 17, 2020
Page 4 of 5
groundwater production well in the Main Basin. Jointly operating a well in the Main
Basin will provide an additional source of supply of groundwater and provide system
redundancy which is mutually beneficial to both agencies.
It should be noted that, while each City will share the costs equally for the Joint Well,
nothing prohibits one City from using the well more often than the other. Because
Arcadia’s overall water demands are higher than Sierra Madre’s, it would be expected
that, over the life of this well, Arcadia will use the well to a higher degree than Sierra
Madre. In addition, Sierra Madre will continue to pay for the actual cost per acre foot to
pump and deliver water to Sierra Madre through the existing interconnection, ensuring
that Arcadia’s costs are fully covered no matter how much the well is used by Sierra
Madre.
ENVIRONMENTAL IMPACT
As part of its preliminary review, the City of Arcadia examined the Agreement in light of
the statutory and categorical exemptions outlined in CEQA and the State Guidelines for
Implementation of CEQA (14 Cal. Code Regs., §§ 15000 et seq.: “State CEQA
Guidelines”). It is recommended that the City Council find the Agreement statutorily
exempt from environmental review pursuant to State CEQA Guidelines, section 15262.
While the City must consider environmental factors when taking an action that qualifies
for the planning and feasibility study exemption, the City does not need to engage in a
robust CEQA analysis of the project at this time. Upon approval of the proposed
Agreement, the City will prepare, execute and file a Notice of Exemption with the Los
Angeles County Clerk Recorder within five business days. It is expected that additional
CEQA review will be necessary once more is known about the design and exact
placement of the well prior to construction.
FISCAL IMPACT
The total design and construction costs for the new joint groundwater production well is
estimated at $3,604,000. The City of Arcadia’s portion for design and construction for
the new joint well is budgeted in the Capital Improvement Program for Fiscal Year 2020-
2021. Per the terms of the proposed Agreement, Arcadia and Sierra Madre shall each
be responsible for 50% of the cost of all matters related to the design, construction,
operation, and maintenance of the joint groundwater production well and all future
capital improvement program costs that includes construction of treatment systems.
RECOMMENDATION
It is recommended that the City Council determine that this action does not constitute a
project and is therefore, statutorily exempt from CEQA review under, the California
Environmental Quality Act (“CEQA”); and approve, authorize, and direct the City
Agreement for New Groundwater Production Well
November 17, 2020
Page 5 of 5
Manager to execute an Agreement between the Cities of Arcadia and Sierra Madre for a
new joint groundwater production well.
Attachment: Proposed Agreement for a New Joint Groundwater Production Well
AGREEMENT
for
JOINT OWNERSHIP
and
CITY OF ARCADIA
Construction, Operations, and Maintenance
of a
NEW GROUNDWATER PRODUCTION WELL
in the
MAIN SAN GABRIEL BASIN
between
THE CITY OF ARCADIA,
a California municipal corporation and charter city
and
THE CITY OF SIERRA MADRE,
a California municipal corporation
[Dated as of ___________________, 2020 for reference purposes only]
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THE CITY OF ARCADIA AND
THE CITY OF SIERRA MADRE
CONSTRUCTION, OPERATION AND MAINTENANCE
AGREEMENT FOR A NEW GROUNDWATER PRODUCTION WELL
This Agreement for the Construction, Operation and Maintenance of a New Groundwater
Production Well ("Agreement") is entered into this ____ day of ___________, 2020, by and
between the City of Arcadia, a municipal corporation and charter city in the State of California
("Arcadia"), and the City of Sierra Madre, a municipal corporation in the State of California
("Sierra Madre"). Arcadia and Sierra Madre are at times hereinafter referred to individually as
the "Party", and collectively as the "Parties".
RECITALS.
A. The Parties both provide potable water supply to the residents of their respective
cities, through individual water systems.
B. Arcadia owns, operates, and maintains groundwater rights and groundwater
production facilities in the Main San Gabriel Basin (“Main Basin”) and in both the Santa Anita
Subarea and Pasadena Subarea of the Raymond Basin.
C. Sierra Madre owns, operates, and maintains groundwater rights and groundwater
production facilities in the Santa Anita Subarea of the Raymond Basin, and, is a Party to the
Main San Gabriel Basin Judgment (“Main Basin Judgment”) with the right to produce
groundwater from the Main Basin, without prescriptive pumping rights. Sierra Madre currently
does not have the facilities to produce water from the Main Basin.
D. The Parties have determined that a new jointly owned well providing a
supplemental supply of groundwater from the Main Basin (“Joint Well”) is mutually beneficial.
E. It is intended that this Agreement will fully and completely replace the existing
“Interconnection Wheeling Agreement Between The City of Arcadia And The City of Sierra
Madre,” which terminates with the completion and start-up operation of the Joint Well.
F. Arcadia and Sierra Madre are both Parties to the Raymond Basin Management
Board and the Main Basin Judgment, and bound by the Main San Gabriel Basin Watermaster
Rules and Regulations
G. The new Joint Well will be located on Arcadia property and be owned, operated,
maintained, and repaired under the terms of this Agreement, for Joint Well ownership. A
description of the planned Joint Well is included as Attachment 1.
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I. The Parties have formed a new Joint Well Management Committee to provide
recommendations and support.
NOW, THEREFORE, in consideration of the preceding recitals and the mutual covenants
hereinafter contained, the Parties agree as follows:
1. INCORPORATION OF RECITALS. The Parties acknowledge that the foregoing
recitals are true and correct and incorporate by reference those recitals into this Agreement.
2. DEFINITIONS.
2.1 Agreement. The Construction, Operation, and Maintenance Agreement for a New
Groundwater Production Well between the City of Arcadia and the City of Sierra Madre.
2.2 Arcadia Distribution System. The water distribution system delivering drinking
water to Arcadia customers.
2.3 CEQA. California Public Resources Code section 21000 et seq.
2.4 City of Arcadia (“Arcadia”). A municipal corporation and charter city in the State
of California.
2.5 City of Sierra Madre (“Sierra Madre”). A municipal corporation and general law
city in the State of California.
2.6 Division of Drinking Water (“DDW”). A division of the State Water Resources
Control Board that regulates public drinking water systems.
2.7 Environmental Protection Agency (“EPA”). An independent executive agency of
the Federal government that regulates public drinking water systems.
2.8 Final Joint Well Budget. Defined in Section 3 of this Agreement.
2.9 Interconnection Wheeling Agreement between the City of Arcadia and the City of
Sierra Madre. A prior Agreement between the Cities, dated December 4, 2019, to allow Arcadia
to provide water to Sierra Madre.
2.10 Joint Well. A new well jointly owned by Arcadia and Sierra Madre and located in
Arcadia that provides a supplemental supply of groundwater from the Main Basin.
2.11 Joint Well Management Committee. A committee composed of representatives
from both Sierra Madre and Arcadia.
2.12 Joint Well Project Costs. Defined in Section 3.4 of this Agreement.
2.13 Los Angeles County Department of Public Works. A county agency responsible
for public works, including water conservation and flood control.
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2.14 Main San Gabriel Basin (“Main Basin”). A hydrological basin or watershed that
underlies most of the San Gabriel Valley in eastern Los Angeles County, California.
2.15 Main San Gabriel Basin Watermaster. A nine-person board appointed by the Los
Angeles County Superior Court to administer and enforce the provisions of the Main Basin
Judgment.
2.16 Main San Gabriel Basin Judgment (“Main Basin Judgment”). The amended
judgment issued on June 21, 2012 by the Los Angeles Superior Court adjudicating the water
rights in the Main San Gabriel Basin.
2.17 Notice of Completion. Defined in Section 6.4.7 of this Agreement.
2.18 Party. The City of Arcadia, or the City of Sierra Madre.
2.19 Parties. The City of Arcadia and the City of Sierra Madre.
2.20 Plans & Specifications. Defined in Section 5 and 6 of this Agreement.
2.21 Point of Interconnection. A conduit located under Sierra Madre Boulevard that
connects Arcadia’s Distribution System to Sierra Madre’s water distribution system.
2.22 Preliminary Joint Well Budget. Defined in Section 3 of this Agreement.
2.23 Property. The location of the Joint Well.
2.24 Raymond Basin. A hydrological basin or watershed that is located in the
northwest part of the San Gabriel Valley in eastern Los Angeles County, California.
2.25 Raymond Basin Management Board. The management agency created by the
Raymond Basin Judgment.
2.26 Regional Water Quality Control Board (Los Angeles Region). An agency of the
State Water Resources Control Board, responsible for water quality of State waters.
2.27 San Gabriel Valley Municipal Water District. A municipal water district formed
under the Municipal Water District Act, a member of the State Water Project contractors with the
right to State Water Project water, and responsible for supplying supplemental water to the Main
San Gabriel Basin Watermaster.
2.28 Santa Anita Subarea. A management subarea included in the Raymond Basin
Judgment.
2.29 Upper San Gabriel Valley Municipal Water District. A municipal water district
formed under the Municipal Water District Act, a member agency of The Metropolitan Water
District of Southern California, and responsible for supplying supplemental water to the Main
San Gabriel Basin Watermaster.
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2.30 Watermaster Rules & Regulations. The Rules and Regulations promulgated by
the Main San Gabriel Basin Watermaster.
3. JOINT WELL – BUDGETING, FUNDING, AND PAYMENT.
3.1 Description of Joint Well. The Joint Well shall include a new well in the City of Arcadia
capable of producing an estimated two-thousand (2,000) gallon per minute (gpm) and the
delivery of an estimated 1,000 gpm to the City of Sierra Madre distribution system
through a 12-inch interconnection near Santa Anita Avenue in Arcadia and Sierra Madre
Boulevard in Sierra Madre defined as the Point of Interconnection.
3.2 Lead Agency. Arcadia shall act as the lead agency for this Agreement and will obtain
consensus from Sierra Madre on all cost or well performance related issues for the
Agreement.
3.3 Budget. The Parties shall jointly prepare and agree on the estimated (detailed) Joint Well
project budget for all costs (excluding the Parties’ internal costs). The budget shall be
reviewed, revised as necessary, and agreed upon by the Joint Well Management
Committee. It shall be each Party’s Joint Well Management Committee member’s
responsibility to keep their respective City representatives informed on all Joint Well
project issues.
3.4 Joint Well Project Costs. For this Agreement, Arcadia and Sierra Madre shall each be
responsible for 50 percent of the cost of all matters related to the Joint Well and this
Agreement, including CEQA compliance costs. The Joint Well project costs are included
in two (2) categories: (1) All project capital costs to plan, coordinate, design, permit and
construct the Joint Well project; and (2) all operations and maintenance costs for Joint
Well operations for delivery of Joint Well water to the Point of Interconnection with
Sierra Madre. These costs will be detailed and result in a cost per acre-foot of water
delivered to Sierra Madre. Separately, these costs will include planned periodic (non-
annual) costs, such as periodic well and equipment maintenance and repair and well
rehabilitation. Project costs for (1) and (2) above are included in this Agreement as
Attachments 2 and 3, respectively. (All included to capital and shared costs).
3.4.1 Elements of Project Capital Costs. The following minimum items are in the
Joint Well project capital budget (project capital costs will be paid as they occur and
no project capital costs will be included in operation and maintenance costs,
presented as cost per acre-foot.):
a. Arcadia’s new well site study.
b. Preparation and execution of the Agreement.
c. New well siting work and well site acquisition costs, if any.
d. Outside legal costs, if any.
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e. Engineering
i. Preliminary design and design report.
ii. Well design.
iii. Bid preparation, solicitation, award and contract execution.
iv. Well construction site management and report (well completion report),
engineering oversight.
v. Permitting and regulatory compliance including DDW.
vi. Environmental compliance.
vii. Well development support (including hydrogeologist) and water quality
testing.
viii. Arcadia water system improvement costs, related to Joint Well.
ix. Arcadia – Sierra Madre Point of Interconnection and metering costs.
3.5 New Joint Well Equipment and Operations Costs
3.5.1 Annual Operation and Maintenance Costs (per Acre-Foot) and Periodic
Other Well Costs. The agreed upon annual operation and maintenance costs are
shown in Attachment 3. The costs are broken down to a cost per acre-foot for
Joint Well water delivered to Sierra Madre at the Point of Interconnection. These
costs shall be periodically reviewed and updated, as needed, by the Joint Well
Management Committee. The Arcadia Public Works Department pays rent to the
City’s general fund for use of City property. The rental cost for the Joint Well site
shall be shared equally by the Parties. Also shown on Attachment 3 are non-
annual recurring costs for the Joint Well. These costs will be paid equally by the
Parties as they occur. These costs and cost items shall be periodically updated by
the Joint Well Management Committee.
3.5.2 Agreed Upon Initial Budgets. The Joint Well project capital cost
(Attachment 2) and annual operation and maintenance costs (Attachment 3) are
the agreed upon initial budgets. The Joint Well Management Committee shall
meet, as needed, at the request of either Party, to update “actual” costs to the
annual operation and maintenance budget, to revise the budgets, to address any
invoicing or payment issues, and to generally manage the “actual” costs compared
to the budget. The Parties shall meet at least once annually, before April 1st of
each year, to review and agree upon the Joint Well project budget (in total and for
each Party) for the upcoming fiscal year City budgets.
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3.5.3 Point of Interconnection. Commencing with the permitted operation of the
Joint Well, the Arcadia-Sierra Madre Point of Interconnection meter will be read
and recorded on a quarterly basis, consistent with Main San Gabriel Basin
Watermaster reported pumping. Arcadia shall invoice Sierra Madre at least
annually for water delivered at the Point of Interconnection based upon operation
and maintenance costs per acre-foot, Attachment 3 as periodically amended by the
Joint Well Management Committee, as determined by the Parties.
3.5.4 Lead Agency. Arcadia shall act as lead agency for this Agreement,
including payment of all Joint Well project capital costs, with 50 percent
reimbursement from Sierra Madre. Invoices submitted by Arcadia to Sierra
Madre shall be paid in full within 45 calendar days of receipt, unless the specific
invoice is in dispute. All disputes shall be immediately referred to the Joint Well
Management Committee for resolution. If the dispute is not resolved, the dispute
shall be referred to the City Managers for each Party for resolution. If, after being
referred to the City Managers, and 60 calendar days have passed, the Parties may
take any action deemed appropriate by each Party.
3.5.5 Budgets. The intent of the Joint Well project budgets (project capital costs
and operation and maintenance costs) is to provide guidance to budgeting
assistance for the Parties. The Joint Well Management Committee shall be a
working, cooperative committee to help ensure the Joint Well is planned,
permitted, designed, constructed, operated, maintained, repaired and funded in a
smooth, cooperative relationship. Either Party may request a meeting of the Joint
Well Management Committee to address any Joint Well project issue. All
budgets, as determined by the Parties, may be periodically updated, as needed.
3.6. Operations and Maintenance Budget. The Parties, through the Joint Well
Management Committee, shall, upon completion of testing, and DDW permitting of the
new Joint Well, jointly re-verify and update the operations and maintenance budget
included as Attachment 3.
4. WELL OWNDERSHIP, OPERATIONS, AND MAINTENANCE.
4.1 Ownership. The Parties agree that while the Joint Well will be physically located
on Arcadia’s property, in order to access Main San Gabriel Basin groundwater supply, the Joint
Well, upon successful completion and full reconciliation of all costs, will be owned 50% by
Sierra Madre and 50% by Arcadia.
4.2 Integration. The Joint Well will be fully integrated and operated within the
Arcadia Distribution System, as solely determined by Arcadia.
4.3 Permitting and Regulatory Approvals. The Parties shall use all reasonable efforts
to obtain all needed and necessary permits and approvals, including regulatory approvals
necessary for construction, operation and maintenance of the Joint Well. This may include
cooperative efforts for approvals and permits from the Main San Gabriel Basin Watermaster, the
Raymond Basin Management Board, the Upper San Gabriel Valley Municipal Water District, the
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San Gabriel Valley Municipal Water District, the City of Arcadia, the City of Sierra Madre, the
Regional Water Quality Control Board, the DDW of the State Water Resources Control Board,
the Los Angeles County Department of Public Works, the EPA and others.
4.4 Point of Interconnection. Upon successful completion and permitting of the Joint
Well, Sierra Madre shall operate the valve at the Point of Interconnection to receive its Joint
Well water supply. The Point of Interconnection is equipped with a meter, as part of the Joint
Well project costs. The meter shall be tested and calibrated on an annual basis.
4.5 Normal Operations. Normal routine operations at the Arcadia-Sierra Madre Point
of Interconnection shall be managed, monitored and documented by representatives of the Joint
Well Management Committee. Water delivery flow rates to Sierra Madre will be managed by
Sierra Madre. For the purposes of Arcadia’s Distribution System management, Sierra Madre
shall notify Arcadia in writing of any measurable flow changes at the Point of Interconnection.
Should any situation arise that requires Arcadia to limit or discontinue water supply to the Point
of Interconnection, Arcadia shall provide written notice to Sierra Madre.
4.6 Changes to Water Delivery. Sierra Madre shall provide at least 24-hours’ notice
to Arcadia whenever Sierra Madre desires to make any change to the current status of water
delivery at the Point of Interconnection. Arcadia will make all reasonable efforts to
accommodate Sierra Madre’s requested change of water delivery status according to the
directions provided by Sierra Madre. All requested changes in water delivery by Sierra Madre
and confirmations of actual water delivery charges shall be made in writing.
Change of water delivery status by Sierra Madre with less than 24-hours’ notice
will be addressed by Arcadia to the extent feasible, as determined by Arcadia. It is acknowledged
that there may be a temporary suspension or interruption of service and operation of the Joint
Well facilities due to the following: (a) an event of an emergency such as any great public
calamity, extraordinary fire, flood, storm, or other disaster; (b) an event of a necessary repair or
maintenance of the Joint Well facilities; (c) an event of a temporary suspension or interruption of
public utility services necessary to operate the Joint Well facilities; or (d) any other
circumstances or conditions reasonably beyond the control of Arcadia.
5. PLANS
5.1 Preparation of Plans. As part of the Joint Well costs, Arcadia shall be responsible
for the preparation and finalization of the design of the plans and drawings for the Joint Well
facilities for the Project. Arcadia shall prepare and submit the plans to Sierra Madre for Sierra
Madre's review and approval, in Sierra Madre's sole and absolute discretion.
5.2 Review and Approval. Sierra Madre shall review the plans and provide Arcadia
with Sierra Madre's written comments and/or disapproval thereof within fifteen (15) days from
the date the plans are submitted to Sierra Madre. If Sierra Madre does not respond in writing to
Arcadia within said fifteen (15) day period, Arcadia shall assume that Sierra Madre approves the
plans as submitted by Arcadia. If, however, Sierra Madre disapproves the plans, Sierra Madre
shall state specifically in writing, the reasons for such disapproval and the actions which Sierra
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Madre believes Arcadia must take to obtain Sierra Madre's approval, consistent with the terms of
this Agreement. Within fifteen (15) calendar days after Sierra Madre submits to Arcadia written
comments concerning and/or disapproving of the initially proposed plans, Arcadia shall submit
the revised plans, which address Sierra Madre's suggestions. This process is intended to be
iterative and will continue until the Parties reach an agreement. Upon completion of acceptable
plans, Arcadia shall deliver or cause the same to be delivered to Sierra Madre. The coordination
of plans review, and approval shall be done through the Joint Well Management Committee as
much as possible.
6. SPECIFICATIONS AND CONTRACTING.
6.1 Specifications. As part of the Joint Well costs, Arcadia shall be responsible for the
preparation, based upon the approved plans, of the specifications for the Joint Well the project.
Arcadia shall prepare and submit the specifications to Sierra Madre for Sierra Madre's review
and approval.
6.2 Review and Approval. Sierra Madre shall review the specifications and provide
Arcadia with Sierra Madre's written comments and/or disapproval within fifteen (15) days from
the date the specifications are submitted to Sierra Madre. If Sierra Madre does not respond in
writing to Arcadia within said fifteen (15) day period, Arcadia shall assume that Sierra Madre
approves the specifications as submitted by Arcadia. If, however, Sierra Madre disapproves the
specifications, Sierra Madre shall state specifically in writing, the reasons for such disapproval
and the actions which Sierra Madre believes Arcadia must take to obtain Sierra Madre's
approval, consistent with the terms of this Agreement. Within fifteen (15) days after Sierra
Madre submits to Arcadia written comments concerning and/or disapproving of the initially
proposed specifications, Arcadia shall submit the revised specifications, which address Sierra
Madre's suggestions. This process is intended to be iterative and will continue until the Parties
reach an agreement. Upon completion of acceptable specifications, Arcadia shall deliver or
cause the same to be delivered to Sierra Madre. The coordination of specification review and
approval shall be done through the Joint Well Management Committee as much as possible.
6.3 Contracting. As part of the Joint Well costs, Arcadia shall be responsible for
advertising and bidding for the Joint Well facilities for the project. The Parties recognize,
acknowledge and agree that Arcadia shall be the awarding body and shall be responsible for
compliance and enforcement of the provisions of the California Labor Code, Government Code
and Public Contract Code.
6.4 Acceptance of Bid Price. Sierra Madre shall promptly review the Joint Well
facilities bid item for acceptance and approval. Provided that the price bid for the construction
and installation of the Joint Well facilities is reasonable and competitive in Sierra Madre's sole
and absolute discretion, Sierra Madre shall agree to the acceptance of the bid and shall notify
Arcadia thereof, in writing, in order to permit Arcadia to award a bid contract in timely fashion.
If Sierra Madre determines, in its sole and absolute discretion, that the bid for the construction
and installation of the Joint Well facilities is not acceptable, Sierra Madre shall direct Arcadia to
withdraw the Joint Well facilities bid item from the bid package and both Parties shall be
released from any liabilities and/or obligations under this Agreement. The coordination of
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acceptance of bid shall be done through the Joint Well Management Committee as much as
possible.
6.4.1 Construction. As part of the Joint Well costs the Parties agree that
Arcadia shall cause construction of the Joint Well facilities. The Parties agree
that Arcadia shall advertise for, award, negotiate and supervise all contracts
necessary for the construction of the Joint Well, in accordance with applicable
federal, state and local laws, including but not limited to CEQA and Arcadia's
public works requirements, as determined by Arcadia, in its sole and absolute
discretion.
6.4.2 Surveying. As part of the Joint Well costs, surveying and staking for the
Joint Well facilities shall be performed by Arcadia's surveyor.
6.4.3 Environmental Review. The Parties understand and agree that Arcadia
shall conduct an environmental review of the specifications and Joint Well
facilities necessary to satisfy the requirements of the CEQA; California Public
Resources Code, Section 21000 et seq.). Arcadia shall undertake such
environmental review as part of the construction costs. Sierra Madre hereby
agrees to cooperate with Arcadia to process, in a timely manner, any
environmental study or report.
6.4.4 Soils Testing. As part of the Joint Well costs, Arcadia shall undertake any
soils testing that is required by the Joint Well facilities and/or the project.
6.4.5 Change Orders. Arcadia shall cause Arcadia's contractors to install the
Joint Well facilities in strict accordance with the plans and in accordance with
the laws, rules and regulations of all governmental bodies and agencies having
jurisdiction over the project. Change orders for the project may be warranted
due to a variety of reasons, including but not limited to, unforeseen
circumstances or the need for construction of additional or changed Joint Well
facilities not contemplated by the plans. Notwithstanding the foregoing,
Arcadia shall not authorize its contractors to perform, and Sierra Madre shall
not be liable for any change order, extra work or alteration performed by
Arcadia's contractors, unless authorization in writing from Sierra Madre is
given prior to the performance of such work. Any change order, extra work or
alteration by Arcadia's contractor shall be based on a written request delivered
to Arcadia within fifteen (15) calendar days of the occurrence. Arcadia shall
deliver its request to Sierra Madre for approval or disapproval. Coordination
of all change orders shall be through the Joint Well Management Committee,
as much as possible.
6.4.6 Interconnections to Existing Water Lines. As part of the Joint Well
costs, Arcadia shall cause all interconnections to existing water lines, including
chlorination of new pipelines, to be installed.
11
6.4.7 Completion. Upon completion of the construction and installation of
the Joint Well, Arcadia shall file a Notice of Completion for recording in the
Office of the Los Angeles County Recorder. Upon completion of the
construction of the Joint Well facilities, Arcadia shall notify Sierra Madre in
writing that the Joint Well has been completed. In addition, Arcadia shall
require from its contractor’s evidence that all persons, firms and corporations
supplying work, labor, materials, supplies and equipment for the construction
of the project have been paid and that no claims exist on behalf of any person,
firm or corporation. Notice of Completion shall also include the DDW
amended water supply permit for Arcadia.
7. OWNERSHIP, OPERATION, MAINTENANCE; WATER QUALITY;
TRANSPORTATION.
7.1 Ownership. The Parties agree that while the Joint Well will be physically located
in Arcadia to access the Main San Gabriel Basin groundwater supply, the Joint Well, upon
successful completion and full reconciliation of all costs, will be owned in equal proportion
(50% by Sierra Madre and 50% by Arcadia) during the term of this Agreement. Upon
termination of this Agreement, Arcadia will automatically and immediately become the sole
owner of the Joint Well at no cost to Arcadia.
7.2 Operation & Maintenance. After construction of the Joint Well facilities, Arcadia
shall have complete responsibility for operation and maintenance of said Joint Well and for
ensuring compliance with applicable rules, regulations and any other law of the applicable
governmental entities.
7.3 Limitations on Benefit. The Parties agree that the Joint Well shall be used for the
sole benefit of the Parties. Water produced from the Joint Well may not be provided or sold to
any other water purveyor without the prior consent of both Parties, which consent may be
granted or withheld in the sole and absolute discretion of either Party.
7.4 Emergency Repair. Any emergency repair or unexpected costs shall be presented
to the Joint Well Management Committee for review and approval, based upon the immediate
funding by both Parties in equal shares, which does not include regular annual costs included in
per acre foot charge.
8. WATER QUANTITY & QUALITY.
8.1 Water Quantity. The Joint Well shall have a projected pumping capacity of two
thousand (2,000) gallons per minute when pumping at the Point of Interconnection of the Joint
Well into the Arcadia Distribution System, unless otherwise determined during the drilling,
development and testing phase, and agreed to by the Parties.
8.2 Water Quality. The Joint Well facilities are intended to produce water meeting all
EPA and DDW standards for potable water supplies. The Joint Well shall be drilled and
equipped, complete in place, with the intent of producing water of the stated quality and quantity.
12
If the water from the Joint Well fails to meet the requirements set forth in this Agreement, or
EPA and/or DDW water quality standards, during the term of this Agreement, Arcadia shall
perform appropriate water treatment at the Joint Well to meet said requirements, as determined
in the sole and absolute discretion of Arcadia.
In the event that a water quality issue occurs where the Joint Well water supply may not
meet all potable drinking water standards, the Parties will develop a plan of action through the
Joint Well Management Committee.
8.3 Water Quality Costs. Water produced by the Joint Well as set forth in this
Agreement, shall meet the quality and quantity requirements set forth by EPA and DDW
standards for potable water supplies. If the water from the Joint Well does not meet these
requirements, the Parties shall share equally in the water quality costs for providing appropriate
water treatment at the Joint Well to meet said requirements.
9. ACCOUNTING FOR WATER AND POINT OF DELIVERY COSTS
9.1 Reporting. Arcadia shall report to the Main San Gabriel Basin Watermaster all
water pumped by the Joint Well in accordance with Watermaster Rules Regulations.
9.2 Coordination. Arcadia and Sierra Madre shall coordinate with the Main San
Gabriel Basin Watermaster to have all water delivered by Arcadia to Sierra Madre through the
Point of Interconnection subtracted from Arcadia’s production from the basin.
9.3 Responsibility for Watermaster Fees. Sierra Madre is solely responsible for all
Main San Gabriel Basin Watermaster fees, assessments, or other costs associated with Arcadia’s
delivery of Joint Well water through the Point of Interconnection in accordance with the Main
Basin Judgment and Watermaster Rules and Regulations.
9.4 Water Delivery Cost. Sierra Madre shall pay to Arcadia the water delivery cost
per acre-foot (Attachment 3), regularly reviewed and approved by the Parties through the Joint
Well Management Committee to Arcadia for all water delivered through the Point of
Interconnection.
10. RIGHT OF ENTRY. Arcadia hereby grants to Sierra Madre an irrevocable license
for the term of the agreement to enter upon the Property at all reasonable times for the
purpose of inspecting the Joint Well described in this Agreement, by providing reasonable
prior notice.
11. TERM OF AGREEMENT. This Agreement shall remain in effect unless terminated
by (1) mutual written consent of the Parties or (2) the abandonment of the Joint Well or
discontinuance of use for any 10-year period due to the Joint Well’s inability to produce
water meeting the quality or quantity required by this Agreement
12. NOTICES, DEMANDS AND COMMUNICATIONS BETWEEN THE
PARTIES.
13
12.1 Description. Any and all notices, demands or communications submitted by a
Party to the other Party pursuant to or as required by this Agreement shall be proper, if in writing
and dispatched by messenger for immediate personal delivery, by a nationally recognized
overnight courier service, or by registered or certified United States mail, postage prepaid, return
receipt requested, to the principal office of the Party, as designated in subsection 12.2. Such
written notices, demands and communications may be sent in the same manner to such other
addresses as the Party may from time to time designate. Any such notice, demand or
communication shall be deemed to be received by the addressee, regardless of whether or when
any return receipt is received by the sender or the date set forth on such return receipt, on the day
that it is dispatched by messenger for immediate personal delivery, on the date of delivery by a
nationally recognized overnight courier service or three (3) calendar days after it is placed in the
United States mail, as provided in this subsection 12.1.
12.2 Addresses. The following are the authorized addresses for the submission of
notices, demands or communications to the Parties:
To Arcadia: City of Arcadia
11800 Goldring Road
Post Office Box 60021
Arcadia, California 91066-6021
Attention: Public Works Services Director
Telephone: 626-254-2720
With courtesy copy to: Best Best & Krieger LLP
3750 University Avenue
Suite 400
Riverside, California 92501
Attention: Stephen P. Deitsch
To Sierra Madre: City of Sierra Madre
232 W. Sierra Madre Blvd.
Sierra Madre, California 91024
Attention: Public Works Director
Telephone:
Telecopy:
With courtesy copy to: Colantuono, Highsmith & Whatley
790 East Colorado Blvd., Suite 850
Pasadena, California 91101
Attention: Teresa L. Highsmith
Telephone: (213) 542-5700
Telecopy:
13. INDEMNIFICATION.
14
13.1 Sierra Madre. Sierra Madre shall defend, indemnify and hold Arcadia and
Arcadia's officers, directors, agents, servants, attorneys, employees and contractors harmless
from and against all liability, loss, damage, costs, or expenses (including reasonable attorneys'
fees and court costs) (“Liabilities”) arising from or as a result of the death of any person or any
accident injury, loss or damage whatsoever caused to any person or to the property of any person
and which shall be, or alleged to be, directly or indirectly, caused by any acts done thereon or
any errors or omissions of Sierra Madre or its officers, directors, agents, servants, attorneys,
employees or contractors. Sierra Madre shall not be responsible for (and such indemnity shall
not apply to) any acts, errors or omissions directly or indirectly caused by Arcadia, or Arcadia's
respective officers, directors, agents, servants, attorneys, employees or contractors. Arcadia shall
not be responsible for any acts, errors or omissions of any person or entity except Arcadia and
Arcadia’s respective officers, agents, servants, employees or contractors.
Sierra Madre's obligations under this subsection 13.1 shall survive the expiration or
termination of this Agreement.
13.2 Arcadia. Arcadia shall defend, indemnify and hold Sierra Madre and Sierra
Madre's officers, directors, agents, servants, attorneys, employees and contractors harmless from
and against all Liabilities arising from or as a result of the death of any person or any accident
injury, loss or damage whatsoever caused to any person or to the property of any person and
which shall be, or alleged to be, directly or indirectly, caused by any acts done thereon or any
errors or omissions of Arcadia or its officers, directors, agents, servants, attorneys, employees or
contractors. Arcadia shall not be responsible for (and such indemnity shall not apply to) any
acts, errors or omissions directly or indirectly caused by Sierra Madre, or Sierra Madre's
respective officers, directors, agents, servants, attorneys, employees or contractors. Sierra Madre
shall not be responsible for any acts, errors or omissions of any person or entity except Sierra
Madre and Sierra Madre’s respective officers, agents, servants, employees or contractors.
Arcadia's obligations under this subsection 13.2 shall survive the expiration or
termination of this Agreement
14. INSPECTIONS. Arcadia shall maintain and make available for inspection by Sierra
Madre, during regular office hours, accurate records pertaining to the project, including costs,
disbursements and receipts with respect to the construction, operation and maintenance of the
Project structures.
15. EXHIBITS. All Exhibits attached hereto form material parts of this Agreement.
16. ASSIGNMENT FORBIDDEN. Neither Sierra Madre nor Arcadia shall, either
voluntarily or by action of law, assign or transfer this Agreement or any obligation, right, title
or interest assumed by the Party herein without the prior written consent of the other Party.
If either Party attempts an assignment or transfer of this Agreement or any obligation, right,
title or interest herein, the other Party may, at its option, terminate and revoke this Agreement
and shall thereupon be relieved from any and all obligations hereunder to the other Party
and/or its assignee(s) or transferee(s).
15
17. ENTIRE AGREEMENT. This Agreement and the exhibits herein contain the entire
agreement between the Parties concerning the matters set forth herein, and is intended by the
Parties to completely state the agreement in full. Any agreement or representation respecting
the matters dealt with herein or the duties of any Party in relation thereto, not expressly set
forth in this Agreement, is null and void.
18. SEVERABILITY. If any term, provision, condition, or covenant of this Agreement,
or the application thereof to any party or circumstance, shall to any extent be held invalid or
unenforceable, the remainder of the instrument, or the application of such term, provision,
condition or covenant to persons or circumstances other than those as to whom or which it is
held invalid or unenforceable, shall not be affected thereby and each term and provision of
this Agreement shall be valid and enforceable to the fullest extent permitted by law.
19. ATTORNEYS' FEES REIMBURSEMENT. In the event either Party hereto
brings an action or proceeding for a declaration of the rights of the Parties, for injunctive
relief, for an alleged breach or default, or any other action arising out of this Agreement, or
the transactions contemplated hereby, the prevailing Party in any such action shall be entitled
to an award of reasonable attorneys' fees and costs incurred in such action or proceeding, in
addition to any other damages or relief awarded, regardless of whether such action proceeds
to final judgment.
20. TIME OF ESSENCE. Time is of the essence in this Agreement, and each and every
provision hereof in which time is an element.
21. APPLICABLE LAW. This Agreement and all documents provided for herein shall
be governed by and construed in accordance with the laws of the State of California. Any
litigation arising from this Agreement shall be adjudicated in the courts of Los Angeles
County, State of California.
22. NO THIRD-PARTY BENEFICIARIES. Except as specifically set forth herein, this
Agreement shall not be deemed to confer any rights upon any individual or entity which is
not a Party hereto, and the Parties hereto expressly disclaim any such third-party benefit.
23. AMENDMENT; MODIFICATION. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by all Parties.
24. SECTION HEADINGS. The subject headings of the sections of this Agreement are
included for purposes of convenience only and shall not affect the construction or
interpretation of any of its provisions.
25. AUTHORITY TO BIND THE PARTIES. Each Party warrants that the execution,
delivery and performance of this Agreement and any and all related documents by the
respective applicable Party are duly authorized and do not require the further consent or
approval of any body, board, commission, officer or authority other than the persons
executing this Agreement on behalf of the respective applicable Party. Each of the Parties
16
further warrants and represents that the person executing this Agreement on behalf of said
Party is duly authorized and empowered to execute this Agreement on behalf of said Party.
26. FURTHER ACTS. Each Party agrees to perform any further acts and to execute and
deliver any documents which may be reasonably necessary to carry out the provisions of this
Agreement.
27. COUNTERPARTS. This Agreement may be executed in one (1) of more
counterparts and when a counterpart shall have been signed by each Party hereto, each shall
be deemed an original, but all of which constitute one and the same instrument.
28. NO DISCRIMINATION. Sierra Madre and Arcadia certify and agree that all
persons employed by the Parties, their affiliates, subsidiaries, or holding companies and any
of the Parties' contractors retained with respect to the project are and shall be treated equally
without regard to or because of race, religion, ancestry, national original or sex, and in
compliance with all federal and state laws prohibiting discrimination in employment.
29. SURVIVAL. All obligations of the Parties hereunder not fully performed as of the
completion or termination of this Agreement shall survive such completion or termination,
including without limitation all payment obligations and all obligations concerning the
condition of the Joint Well facilities.
30. REFERENCE TO "DAYS". Whenever the word "days" is set forth in this
Agreement, it shall be deemed to mean calendar days, unless otherwise specified.
[SIGNATURES ON FOLLOWING PAGE]
17
SIGNATURE PAGE TO
CITY OF ARCADIA
AGREEMENT WITH
CITY OF SIERRA MADRE
FOR THE
CONSTRUCTION, OPERATION AND MAINTENANCE OF
WATER FACILITIES
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized representatives on the dates set forth below and acknowledge that this
Agreement is effective as of the date first above written.
ARCADIA: SIERRA MADRE:
CITY OF ARCADIA, a California CITY OF SIERRA MADRE, a California
municipal corporation and charter city municipal corporation
By: ___________________________ By: ___________________________
Name: ___________________________ Name: ___________________________
Title: ___________________________ Title: ___________________________
Dated: ___________________________ Dated: ___________________________
ATTEST: ATTEST:
________________________________ ________________________________
City Clerk City Clerk
City of Arcadia City of Sierra Madre
Dated: _______________ Dated: _______________
APPROVED AS TO LEGAL FORM: APPROVED AS TO LEGAL FORM:
BEST BEST & KRIEGER LLP
______________________________ ______________________________
City Attorney City Attorney
City of Arcadia City of Sierra Madre
Dated: _______________ Dated: _______________
Exhibit A
CITY OF ARCADIA
AGREEMENT WITH
CITY OF SIERRA MADRE
FOR THE
CONSTRUCTION, OPERATION AND MAINTENANCE OF
WATER FACILITIES
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
[Attached behind this page]
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Ϯ͘ϬϮ &ƵƌŶŝƐŚϭϮΗ/W >& ϮϬϬ ϰϵΨ ϵ͕ϴϬϬΨ
Ϯ͘Ϭϯ /ŶƐƚĂůůϭϮΗ/W >& ϮϬϬ ϭϭϬΨ ϮϮ͕ϬϬϬΨ
Ϯ͘Ϭϰ &ƵƌŶŝƐŚĂŶĚ/ŶƐƚĂůůϭϮΗ/ƐŽůĂƚŝŽŶ'ĂƚĞsĂůǀĞƐ ϭ ϱ͕ϲϬϬΨ ϱ͕ϲϬϬΨ
Ϯ͘Ϭϱ &ƵƌŶŝƐŚĂŶĚ/ŶƐƚĂůůϮΗŽŵďŝŶĂƚŝŽŶŝƌZĞůŝĞĨsĂůǀĞƐ ϭ ϰ͕ϭϴϬΨ ϰ͕ϮϬϬΨ
Ϯ͘Ϭϲ &ƵƌŶŝƐŚϭϴΗWsƌĂŝŶ >& ϭ͕ϰϬϬ ϮϱΨ ϯϰ͕ϯϬϬΨ
Ϯ͘Ϭϳ /ŶƐƚĂůůϭϴΗWs >& ϭ͕ϰϬϬ ϭϭϬΨϭϱϰ͕ϬϬϬΨ
Ϯ͘Ϭϴ &ƵƌŶŝƐŚĂŶĚ/ŶƐƚĂůůDĂŶŚŽůĞ ϭ ϭϱ͕ϬϬϬΨ ϭϱ͕ϬϬϬΨ
Ϯ͘Ϭϵ WĂǀŝŶŐZĞƉĂŝƌ >& ϭ͕ϲϬϬ ϲϱΨϭϬϰ͕ϬϬϬΨ
Ϯ͘ϭϬ ŽŶĐƌĞƚĞWĂǀŝŶŐZĞƉĂŝƌ >& ϱϬ ϭϰϴΨ ϳ͕ϰϬϬΨ
Ϯ͘ϭϭ ^ƵďƚŽƚĂůtĞůůŝƐĐŚĂƌŐĞΘƌĂŝŶWŝƉŝŶŐ ϯϳϮ͕ϬϬϬΨ
Ϯ͘ϭϮ ŽŶƚŝŶŐĞŶĐLJ Ϯϱй ϵϯ͕ϬϬϬΨ
Ϯ͘ϭϯ ^ƵďƚŽƚĂůǁŝƚŚŽŶƚŝŶŐĞŶĐLJ ϰϲϱ͕ϬϬϬΨ
Ϯ͘ϭϰ WůĂŶŶŝŶŐͬWĞƌŵŝƚƚŝŶŐϭ ϭϬй ϰϳ͕ϬϬϬΨ
Ϯ͘ϭϱ ĞƐŝŐŶϮ ϭϬй ϰϳ͕ϬϬϬΨ
Ϯ͘ϭϲ ŽŶƐƚƌƵĐƚŝŽŶDĂŶĂŐĞŵĞŶƚϯ ϭϬй ϰϳ͕ϬϬϬΨ
Ϯ͘ϭϳ dŽƚĂůtĞůůŝƐĐŚĂƌŐĞΘƌĂŝŶWŝƉŝŶŐ ϲϬϲ͕ϬϬϬΨ
'ZEdKd>ϯ͕ϲϬϰ͕ϬϬϬΨ
EŽƚĞƐ͗
ϭ͘
Ϯ͘ ƐƚŝŵĂƚĞƐĨŽƌĞƐŝŐŶŝŶĐůƵĚĞƉƌĞůŝŵŝŶĂƌLJĚĞƐŝŐŶ͕ǁĞůůĚĞƐŝŐŶ͕ǁĞůůĨĂĐŝůŝƚŝĞƐĚĞƐŝŐŶ͕ĞƚĐ͘
ϯ͘
d> Ϯ͘ϭͲŽŶĐĞƉƚƵĂů>ĞǀĞůĂƉŝƚĂůŽƐƚ ƐƚŝŵĂƚĞͲEĞǁ:ŽŝŶƚ^ŝĞƌƌĂDĂĚƌĞͲƌĐĂĚŝĂtĞůůĂƚƌĐĂĚŝĂ
WƵďůŝĐtŽƌŬƐzĂƌĚ;Ϯ͕ϬϬϬŐƉŵ͕ϯϱϬŚƉͿ
ƐƚŝŵĂƚĞƐĨŽƌWůĂŶŶŝŶŐͬWĞƌŵŝƚƚŝŶŐŝŶĐůƵĚĞΗtĞůů^ŝƚŝŶŐ^ƚƵĚLJZĞƉŽƌƚΗ͕ƉƌĞƉĂƌĂƚŝŽŶĂŶĚĞdžĞĐƵƚŝŽŶŽĨ:ŽŝŶƚtĞůůŐƌĞĞŵĞŶƚ͕
ǁĞůůƐŝƚŝŶŐǁŽƌŬ͕ŽƵƚƐŝĚĞůĞŐĂůĐŽƐƚƐ͕ƉĞƌŵŝƚƚŝŶŐ͕ƌĞŐƵůĂƚŽƌLJĐŽŵƉůŝĂŶĐĞ͕ĞƚĐ͘
ƐƚŝŵĂƚĞƐĨŽƌŽŶƐƚƌƵĐƚŝŽŶDĂŶĂŐĞŵĞŶƚŝŶĐůƵĚĞĞŶŐŝŶĞĞƌŝŶŐƐƵƉƉŽƌƚĚƵƌŝŶŐĐŽŶƐƚƌƵĐƚŝŽŶ͕ǁĞůůĐŽŶƐƚƌƵĐƚŝŽŶƐŝƚĞ
ŵĂŶĂŐĞŵĞŶƚ͕ǁĞůůĚĞǀĞůŽƉŵĞŶƚƐƵƉƉŽƌƚ͕ǁĂƚĞƌƋƵĂůŝƚLJƚĞƐƚŝŶŐ͕ĞƚĐ͘
^ƚĞƚƐŽŶ ŶŐŝŶĞĞƌƐ/ŶĐ͘WĂŐĞϭŽĨϭ ƌĐĂĚŝĂͲ^ŝĞƌƌĂDĂĚƌĞtĞůůŽƐƚ ƐƚŝŵĂƚĞƐϬϵϮϵϮϬ
dd,D Edϯ September 29, 2020
ŵŽƵŶƚ hŶŝƚƐ ĞƐĐƌŝƉƚŝŽŶ
ϭϮϵ Ψͬ&WƵŵƉŝŶŐ;WŽǁĞƌͿŽƐƚƐϭ
ϭϴϲ Ψͬ&
ŽƐƚƐĨŽƌhƐĞŽĨƌĐĂĚŝĂΖƐ džŝƐƚŝŶŐ/ŶĨƌĂƐƚƌƵĐƚƵƌĞϮ
ϭϱ Ψͬ&
KƚŚĞƌZĞĐƵƌƌŝŶŐŶŶƵĂůKΘDŽƐƚƐͲ ƐƚŝŵĂƚĞĚϯ
ϯϯϬ Ψͬ& dŽƚĂů
EŽƚĞƐ͗
ϭ͘ ƌĞĂŬĚŽǁŶŽĨƉƵŵƉŝŶŐ;ƉŽǁĞƌͿĐŽƐƚƐƉƌŽǀŝĚĞĚŝŶdĂďůĞϯ͘Ϯ͘
Ϯ͘ ƌĞĂŬĚŽǁŶŽĨĐŽƐƚƐĨŽƌƵƐĞŽĨƌĐĂĚŝĂΖƐĞdžŝƐƚŝŶŐŝŶĨƌĂƐƚƌƵĐƚƵƌĞƉƌŽǀŝĚĞĚŝŶdĂďůĞϯ͘ϯ͘
ϯ͘ ƌĞĂŬĚŽǁŶŽĨŽƚŚĞƌŽƉĞƌĂƚŝŽŶƐĂŶĚŵĂŝŶƚĞŶĂŶĐĞĐŽƐƚƐƉƌŽǀŝĚĞĚŝŶdĂďůĞϯ͘ϰ͘
ϰ͘ KƚŚĞƌŶŽŶͲƌĞĐƵƌƌŝŶŐŽƉĞƌĂƚŝŽŶƐĂŶĚŵĂŝŶƚĞŶĂŶĐĞĐŽƐƚƐƉƌŽǀŝĚĞĚŝŶdĂďůĞϯ͘ϱ͘
d> ϯ͘ϭͲ^ƵŵŵĂƌLJŽĨKƉĞƌĂƚŝŽŶΘDĂŝŶƚĞŶĂŶĐĞŽƐƚƐĨŽƌ:ŽŝŶƚtĞůůtĂƚĞƌĞůŝǀĞƌĞĚƚŽ^ŝĞƌƌĂ
DĂĚƌĞĂƚƚŚĞWŽŝŶƚŽĨ/ŶƚĞƌĐŽŶŶĞĐƚŝŽŶ͘
^ƚĞƚƐŽŶ ŶŐŝŶĞĞƌƐ/ŶĐ͘WĂŐĞϭŽĨϴ ƌĐĂĚŝĂͲ^ŝĞƌƌĂDĂĚƌĞtĞůůŽƐƚ ƐƚŝŵĂƚĞƐϬϵϮϵϮϬ
dd,D Edϯ September 29, 2020
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^ƚĞƚƐŽŶ ŶŐŝŶĞĞƌƐ/ŶĐ͘WĂŐĞϮŽĨϴ ƌĐĂĚŝĂͲ^ŝĞƌƌĂDĂĚƌĞtĞůůŽƐƚ ƐƚŝŵĂƚĞƐϬϵϮϵϮϬ
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dd,D Edϯ September 29, 2020
ůƚĞƌŶĂƚŝǀĞ ůƚĞƌŶĂƚŝǀĞ
^ŝĞƌƌĂDĂĚƌĞEĞǁ
tĞůůΘWŝƉĞůŝŶĞ
^ŝĞƌƌĂDĂĚƌĞͬƌĐĂĚŝĂ
EĞǁtĞůůн džŝƐƚŝŶŐ
ƌĐĂĚŝĂŝƐƚƌŝďƵƚŝŽŶ
ĂƉŝƚĂůŽƐƚĨŽƌEĞǁtĞůůϭ Ψ Ψϰ͕ϭϱϲ͕ϬϬϬ Ψϭ͕ϴϬϮ͕ϬϬϬ
ĂƉŝƚĂůŽƐƚĨŽƌEĞǁWŝƉĞůŝŶĞϭ Ψ ΨϭϮ͕ϰϵϵ͕ϬϬϬ ΨϬ
ŵŽƌƚŝnjĞĚĂƉŝƚĂůŽƐƚĨŽƌEĞǁtĞůůϮ ΨͬLJƌ Ψϭϰϲ͕ϱϯϮ Ψϲϯ͕ϱϯϱ
ŵŽƌƚŝnjĞĚĂƉŝƚĂůŽƐƚĨŽƌEĞǁWŝƉĞůŝŶĞϮ ΨͬLJƌ ΨϰϰϬ͕ϲϵϬ ΨϬ
ĂƉŝƚĂůŽƐƚƉĞƌ&ϯ
EĞǁtĞůů Ψͬ& ϭϭϯ ϰϵ
EĞǁWŝƉĞůŝŶĞ Ψͬ& ϯϯϵ Ϭ
^ƵďͲdŽƚĂů Ψͬ& ϰϱϮ ϰϵ
WŽǁĞƌŽƐƚϰ Ψͬ& ϵϴ ϭϮϵ
dŽƚĂůŽƐƚ;ĂƉŝƚĂůнWŽǁĞƌͿ Ψͬ& ϱϱϬ ϭϳϴ
dŽƚĂů^ĂǀŝŶŐƐĨŽƌhƐŝŶŐƌĐĂĚŝĂ/ŶĨƌĂƐƚƌƵĐƚƵƌĞϱ Ψͬ& ϯϳϮ
ƐƐƵŵĞĚ^ŝĞƌƌĂDĂĚƌĞ^ŚĂƌĞŽĨ^ĂǀŝŶŐƐϲ й ϱϬй
ƐƐƵŵĞĚ^ŝĞƌƌĂDĂĚƌĞ^ŚĂƌĞŽĨ^ĂǀŝŶŐƐϲ Ψͬ& ϭϴϲ
ŽƐƚĨŽƌ^ŝĞƌƌĂDĂĚƌĞƚŽhƐĞƌĐĂĚŝĂ/ŶĨƌĂƐƚƌƵĐƚƵƌĞ Ψͬ&ϭϴϲ
ǀĞƌĂŐĞ&ůŽǁZĂƚĞϳ ŐƉŵ
ǀĞƌĂŐĞ&ůŽǁZĂƚĞϯ &ͬLJƌ
EŽƚĞƐ͗
ϭ͘ ƌĞĂŬĚŽǁŶŽĨĐĂƉŝƚĂůĐŽƐƚƐŝŶĐůƵĚĞĚŝŶdĂďůĞƐϮ͘ϭĂŶĚϯ͘ϯĂ͘
Ϯ͘ ŵŽƌƚŝnjĞĚĂƉŝƚĂůŽƐƚƐďĂƐĞĚŽŶϱϬLJĞĂƌƉĞƌŝŽĚĂŶĚϮ͘ϱйŝŶƚĞƌĞƐƚƌĂƚĞ͘
ϯ͘
ϰ͘ ƌĞĂŬĚŽǁŶŽĨƉŽǁĞƌĐŽƐƚƐŝŶĐůƵĚĞĚŝŶdĂďůĞƐϯ͘ϯďĨŽƌůƚĞƌŶĂƚŝǀĞĂŶĚdĂďůĞϯ͘ϮĨŽƌůƚĞƌŶĂƚŝǀĞ͘
ϱ͘
ϲ͘ ZĞƉƌĞƐĞŶƚƐĂŶĂƐƐƵŵĞĚŽƌŶĞŐŽƚŝĂƚĞĚĂƉƉƌŽĂĐŚƚŽƐŚĂƌŝŶŐƐĂǀĞĚĐŽƐƚƐ͘
ϳ͘ ƐƐƵŵĞƐϭ͕ϬϬϬŐƉŵĐĂƉĂĐŝƚLJǁĞůůŝŶŽƌĚĞƌƚŽŵĞĞƚƌĞƋƵŝƌĞĚĂǀĞƌĂŐĞĨůŽǁƌĂƚĞƚŽƉƌŽĚƵĐĞϭ͕ϯϬϬ&ͬLJƌ͘
d> ϯ͘ϯͲ^ŝĞƌƌĂDĂĚƌĞŽƐƚƐĨŽƌhƐĞŽĨƌĐĂĚŝĂΖƐ džŝƐƚŝŶŐtĂƚĞƌŝƐƚƌŝďƵƚŝŽŶ
/ŶĨƌĂƐƚƌƵĐƚƵƌĞ͘
ZĞƉƌĞƐĞŶƚƐĐŽƐƚƐĂǀŝŶŐƐďLJƵƐŝŶŐƌĐĂĚŝĂΖƐĞdžŝƐƚŝŶŐĚŝƐƚƌŝďƵƚŝŽŶƐLJƐƚĞŵ;ůƚ͘ͿĂŶĚƐŚĂƌŝŶŐƚŚĞĐŽƐƚŽĨĐŽŶƐƚƌƵĐƚŝŶŐĂŶĞǁ
ǁĞůů;ůƚͿ͘
ĞƐĐƌŝƉƚŝŽŶ hŶŝƚƐ
ϴϬϲ
ϭϯϬϬ
ƐƐƵŵĞƐƉƌŽĚƵĐƚŝŽŶŽĨϭ͕ϯϬϬ&ͬLJƌĨŽƌ^ŝĞƌƌĂDĂĚƌĞĨƌŽŵƚŚĞDĂŝŶ^ĂŶ'ĂďƌŝĞůĂƐŝŶ;сϮ͕ϮϬϬ&ͬLJƌĚĞŵĂŶĚͲϵϬϬ&ͬLJƌ
ƐƵƉƉůLJĨƌŽŵZĂLJŵŽŶĚĂƐŝŶͿ͘
^ƚĞƚƐŽŶ ŶŐŝŶĞĞƌƐ/ŶĐ͘WĂŐĞϰŽĨϴ ƌĐĂĚŝĂͲ^ŝĞƌƌĂDĂĚƌĞtĞůůŽƐƚ ƐƚŝŵĂƚĞƐϬϵϮϵϮϬ
dd,D Edϯ September 29, 2020
/ƚĞŵ ĞƐĐƌŝƉƚŝŽŶ hŶŝƚƐ YƵĂŶƚŝƚLJ hŶŝƚŽƐƚ dŽƚĂůŽƐƚ
ϭ͘ WƵƌĐŚĂƐĞtĞůů^ŝƚĞ
ϭ͘Ϭϭ WƵƌĐŚĂƐĞtĞůů^ŝƚĞ >^ ϭ ϭ͕ϬϬϬ͕ϬϬϬΨ ϭ͕ϬϬϬ͕ϬϬϬΨ
ϭ͘ϬϮ ŽŶƚŝŶŐĞŶĐLJ ϭϱй ϭϱϬ͕ϬϬϬΨ
ϭ͘Ϭϯ dŽƚĂůWƵƌĐŚĂƐĞtĞůů^ŝƚĞ ϭ͕ϭϱϬ͕ϬϬϬΨ
Ϯ͘ EĞǁtĞůůŝŶƌĐĂĚŝĂͲϭ͕ϬϬϬŐƉŵ͕ϯϬϬŚƉ
Ϯ͘Ϭϭ DŽďŝůŝnjĂƚŝŽŶ >^ ϭ ϴϴ͕ϬϬϬΨ ϴϴ͕ϬϬϬΨ
Ϯ͘ϬϮ ŽŶƐƚƌƵĐƚĂŶĚĞǀĞůŽƉEĞǁtĞůůͲϲϱϬĨƚĚĞĞƉ͕ϭϴΗĚŝĂŵ >^ ϭ ϳϲϵ͕ϬϬϬΨ ϳϲϵ͕ϬϬϬΨ
Ϯ͘Ϭϯ &ƵƌŶŝƐŚĂŶĚ/ŶƐƚĂůůtĞůůWƵŵƉΘDŽƚŽƌ;ϯϬϬŚƉͿ >^ ϭ ϯϯϰ͕ϬϬϬΨ ϯϯϰ͕ϬϬϬΨ
Ϯ͘Ϭϰ &ƵƌŶŝƐŚĂŶĚ/ŶƐƚĂůů^ŝƚĞWŝƉŝŶŐĂŶĚsĂůǀĞƐ >^ ϭ ϭϬϬ͕ϬϬϬΨ ϭϬϬ͕ϬϬϬΨ
Ϯ͘Ϭϱ &ƵƌŶŝƐŚĂŶĚ/ŶƐƚĂůůϭϬΗ&ůŽǁDĞƚĞƌ ϭ ϰ͕ϳϬϬΨ ϰ͕ϳϬϬΨ
Ϯ͘Ϭϲ &ƵƌŶŝƐŚĂŶĚ/ŶƐƚĂůůDĂƐŽŶĂƌLJůŽĐŬƵŝůĚŝŶŐ;ϭϯΖdžϭϲΖͿǁŝƚŚ
&ŽƵŶĚĂƚŝŽŶĨŽƌtĞůů
ϭ ϭϮϱ͕ϬϬϬΨ ϭϮϱ͕ϬϬϬΨ
Ϯ͘Ϭϳ ^ŽĚŝƵŵ,LJƉŽĐŚůŽƌŝƚĞ^LJƐƚĞŵ
Ϯ͘Ϭϴ ŚĞŵŝĐĂů^ƚŽƌĂŐĞdĂŶŬͲŽƵďůĞtĂůů;ϰϬϬŐĂůͿ ϭ ϯ͕ϱϬϬΨ ϯ͕ϱϬϬΨ
Ϯ͘Ϭϵ ƵƉůĞdžDĞƚĞƌŝŶŐWƵŵƉ^ŬŝĚΘŽŶƚƌŽůWĂŶĞů ϭ ϭϬϬ͕ϮϬϬΨ ϭϬϬ͕ϮϬϬΨ
Ϯ͘ϭϬ ŽƵďůĞŽŶƚĂŝŶŵĞŶƚWŝƉŝŶŐ͕/ŶũĞĐƚŝŽŶYƵŝůůƐ͕&ŝƚƚŝŶŐƐ͕ĞƚĐ͘>^ ϭ ϵ͕ϬϬϬΨ ϵ͕ϬϬϬΨ
Ϯ͘ϭϭ ůĞĐƚƌŝĐĂůWŽǁĞƌ͕ŽŶĚƵŝƚƐ͕tŝƌŝŶŐ >^ ϭ ϮϱϮ͕ϬϬϬΨ ϮϱϮ͕ϬϬϬΨ
Ϯ͘ϭϮ DŝƐĐ^ŝƚĞtŽƌŬ >^ ϭ ϱϬ͕ϬϬϬΨ ϱϬ͕ϬϬϬΨ
Ϯ͘ϭϯ ^ƚĂƌƚƵƉdĞƐƚŝŶŐ >^ ϭ ϭϱ͕ϬϬϬΨ ϭϱ͕ϬϬϬΨ
Ϯ͘ϭϰ ^ƵďƚŽƚĂůEĞǁtĞůů ϭ͕ϴϱϬ͕ϬϬϬΨ
Ϯ͘ϭϱ ŽŶƚŝŶŐĞŶĐLJ Ϯϱй ϰϲϯ͕ϬϬϬΨ
Ϯ͘ϭϲ ^ƵďƚŽƚĂůǁŝƚŚŽŶƚŝŶŐĞŶĐLJ Ϯ͕ϯϭϯ͕ϬϬϬΨ
Ϯ͘ϭϳ WůĂŶŶŝŶŐͬWĞƌŵŝƚƚŝŶŐ ϭϬй Ϯϯϭ͕ϬϬϬΨ
Ϯ͘ϭϴ ĞƐŝŐŶ ϭϬй Ϯϯϭ͕ϬϬϬΨ
Ϯ͘ϭϵ ŽŶƐƚƌƵĐƚŝŽŶDĂŶĂŐĞŵĞŶƚ ϭϬй Ϯϯϭ͕ϬϬϬΨ
Ϯ͘ϮϬ dŽƚĂůEĞǁtĞůů ϯ͕ϬϬϲ͕ϬϬϬΨ
ϯ͘ WŝƉĞůŝŶĞĨƌŽŵEĞǁtĞůůƚŽ^ŝĞƌƌĂDĂĚƌĞ
ϯ͘Ϭϭ DŽďŝůŝnjĂƚŝŽŶ >^ ϭ ϯϴϰ͕ϬϬϬΨ ϯϴϰ͕ϬϬϬΨ
ϯ͘ϬϮ &ƵƌŶŝƐŚϭϬΗ/W >& ϯϯ͕ϲϬϬ ϰϳΨ ϭ͕ϱϲϮ͕ϰϬϬΨ
ϯ͘Ϭϯ /ŶƐƚĂůůϭϬΗ/W >& ϯϯ͕ϲϬϬ ϭϭϬΨ ϯ͕ϲϵϲ͕ϬϬϬΨ
ϯ͘Ϭϰ &ƵƌŶŝƐŚĂŶĚ/ŶƐƚĂůůϭϬΗ/ƐŽůĂƚŝŽŶ'ĂƚĞsĂůǀĞƐ ϭϱ ϰ͕ϬϱϬΨ ϲϬ͕ϴϬϬΨ
ϯ͘Ϭϱ &ƵƌŶŝƐŚĂŶĚ/ŶƐƚĂůůϮΗŽŵďŝŶĂƚŝŽŶŝƌZĞůŝĞĨsĂůǀĞƐ ϭϱ ϰ͕ϭϴϬΨ ϲϮ͕ϳϬϬΨ
ϯ͘Ϭϲ &ƵƌŶŝƐŚĂŶĚ/ŶƐƚĂůůϮΗůŽǁŽĨĨƐƐĞŵďůŝĞƐ ϭϱ ϯ͕ϵϳϬΨ ϱϵ͕ϲϬϬΨ
ϯ͘Ϭϳ WĂǀŝŶŐZĞƉĂŝƌ >& ϯϯ͕ϲϬϬ ϲϱΨ Ϯ͕ϭϴϰ͕ϬϬϬΨ
ϯ͘Ϭϴ ŽŶĐƌĞƚĞWĂǀŝŶŐZĞƉĂŝƌ;&ŽŽƚŚŝůůůǀĚͿ >& ϭϳϬ ϭϰϴΨ Ϯϱ͕ϮϬϬΨ
ϯ͘Ϭϵ dƌĂĨĨŝĐ>ŽŽƉƐ͕^ƚƌŝƉŝŶŐ >^ ϭ ϮϬ͕ϬϬϬΨ ϮϬ͕ϬϬϬΨ
ϯ͘ϭϬ ^ƚĂƌƚƵƉdĞƐƚŝŶŐ >^ ϭ ϭϬ͕ϬϬϬΨ ϭϬ͕ϬϬϬΨ
ϯ͘ϭϭ ^ƵďƚŽƚĂůWŝƉĞůŝŶĞ ϴ͕Ϭϲϱ͕ϬϬϬΨ
ϯ͘ϭϮ ŽŶƚŝŶŐĞŶĐLJ Ϯϱй Ϯ͕Ϭϭϲ͕ϬϬϬΨ
ϯ͘ϭϯ ^ƵďƚŽƚĂůǁŝƚŚŽŶƚŝŶŐĞŶĐLJ ϭϬ͕Ϭϴϭ͕ϬϬϬΨ
ϯ͘ϭϰ WůĂŶŶŝŶŐͬWĞƌŵŝƚƚŝŶŐ ϴй ϴϬϲ͕ϬϬϬΨ
ϯ͘ϭϱ ĞƐŝŐŶ ϴй ϴϬϲ͕ϬϬϬΨ
ϯ͘ϭϲ ŽŶƐƚƌƵĐƚŝŽŶDĂŶĂŐĞŵĞŶƚ ϴй ϴϬϲ͕ϬϬϬΨ
ϯ͘ϭϳ dŽƚĂůWŝƉĞůŝŶĞ ϭϮ͕ϰϵϵ͕ϬϬϬΨ
'ZEdKd>ϭϲ͕ϲϱϱ͕ϬϬϬΨ
dĂďůĞϯ͘ϯĂͲŽŶĐĞƉƚƵĂů>ĞǀĞůŽƐƚ ƐƚŝŵĂƚĞͲ^ŝĞƌƌĂDĂĚƌĞEĞǁtĞůů;ϭ͕ϬϬϬŐƉŵ͕ϯϬϬŚƉͿŶĞĂƌƌĐĂĚŝĂWƵďůŝĐtŽƌŬƐzĂƌĚ
ǁŝƚŚ^ŝĞƌƌĂDĂĚƌĞEĞǁWŝƉĞůŝŶĞ;ϭ͕ϬϬϬŐƉŵͿƚŽ^ŝĞƌƌĂDĂĚƌĞ^ƉƌĞĂĚŝŶŐ'ƌŽƵŶĚƐ
^ƚĞƚƐŽŶ ŶŐŝŶĞĞƌƐ/ŶĐ͘WĂŐĞϱŽĨϴ ƌĐĂĚŝĂͲ^ŝĞƌƌĂDĂĚƌĞtĞůůŽƐƚ ƐƚŝŵĂƚĞƐϬϵϮϵϮϬ
dd,D Edϯ September 29, 2020
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^ƚĞƚƐŽŶ ŶŐŝŶĞĞƌƐ/ŶĐ͘WĂŐĞϲŽĨϴ ƌĐĂĚŝĂͲ^ŝĞƌƌĂDĂĚƌĞtĞůůŽƐƚ ƐƚŝŵĂƚĞƐϬϵϮϵϮϬ
dd,D Edϯ September 29, 2020
ĞƐĐƌŝƉƚŝŽŶ hŶŝƚƐ YƵĂŶƚŝƚLJ hŶŝƚŽƐƚ dŽƚĂůŽƐƚ ŽŵŵĞŶƚƐ
>ĂďŽƌ ,Z^ ϱϮϬ Ψϱϱ Ϯϴ͕ϲϬϬΨ ϭŽƉĞƌĂƚŽƌΛϮŚƌƐͬĚĂLJ
^ŽĚŝƵŵ,LJƉĐŚůŽƌŝƚĞ '> ϭϭ͕ϮϬϬ Ψϭ͘ϯϰ ϭϱ͕ϬϬϬΨ ĂƐƐƵŵĞϮ͕ϬϬϬŐƉŵϮϰͬϳ
tĂƚĞƌYƵĂůŝƚLJdĞƐƚŝŶŐ >^ ϭ Ψϲ͕ϬϬϬ ϲ͕ϬϬϬΨ
ƋƵŝƉŵĞŶƚdĞƐƚŝŶŐ >^ ϭ Ψϱ͕ϬϬϬ ϱ͕ϬϬϬΨ ƉƵŵƉĞĨĨŝĐŝĞŶĐLJ͖ĨůŽǁŵĞƚĞƌ
ZĞƉŽƌƚƐͬŽŵƉůŝĂŶĐĞ;tͿ >^ ϭ Ψϱ͕ϬϬϬ ϱ͕ϬϬϬΨ
tĞůů^ŝƚĞZĞŶƚ ^&ͬDŽŶ Ϯ͕ϬϬϬ ΨϬ͘ϱϬ ϭϮ͕ϬϬϬΨ
/ŶƐƵƌĂŶĐĞ >^ ϭ Ψϭ͕ϬϬϬ ϭ͕ϬϬϬΨ
KƚŚĞƌ >^ ϭ Ψϱ͕ϬϬϬ ϱ͕ϬϬϬΨ
dKd>ϳϳ͕ϲϬϬΨ
tĞůůĂƉĂĐŝƚLJ Ϯ͕ϬϬϬ 'WD
WĞƌĐĞŶƚhƐĞ ϴϭй
ŶŶƵĂůWƌŽĚƵĐƚŝŽŶ Ϯ͕ϲϬϬ &ͬzZ
dŽƚĂůKƚŚĞƌŶŶƵĂůKΘDŽƐƚƐ Ψͬ& ϯϬ
^ŝĞƌƌĂDĂĚƌĞ^ŚĂƌĞŽĨKƚŚĞƌKΘDŽƐƚƐ Ψͬ& ϭϱ
d> ϯ͘ϰͲ ƐƚŝŵĂƚĞŽĨKƚŚĞƌZĞĐƵƌƌŝŶŐŶŶƵĂůKƉĞƌĂƚŝŽŶƐĂŶĚDĂŝŶƚĞŶĂŶĐĞŽƐƚƐ͘
^ƚĞƚƐŽŶ ŶŐŝŶĞĞƌƐ/ŶĐ͘WĂŐĞϳŽĨϴ ƌĐĂĚŝĂͲ^ŝĞƌƌĂDĂĚƌĞtĞůůŽƐƚ ƐƚŝŵĂƚĞƐϬϵϮϵϮϬ
dd,D Edϯ September 29, 2020
ĞƐĐƌŝƉƚŝŽŶ hŶŝƚƐ YƵĂŶƚŝƚLJ hŶŝƚŽƐƚ dŽƚĂůŽƐƚ ŽŵŵĞŶƚƐ
WƵŵƉŝŶŐ ƋƵŝƉŵĞŶƚZĞŚĂďŝůŝƚĂƚŝŽŶ >^ ϭ ϲϬ͕ϬϬϬΨ ϲϬ͕ϬϬϬΨ ƐƚŝŵĂƚĞĚĞǀĞƌLJϭϬLJĞĂƌƐ
tĞůůZĞŚĂďŝůŝƚĂƚŝŽŶ >^ ϭ ϭϴϬ͕ϬϬϬΨ ϭϴϬ͕ϬϬϬΨ ƐƚŝŵĂƚĞĚĞǀĞƌLJϭϱLJĞĂƌƐ
DŝƐĐĞůůĂŶĞŽƵƐZĞƉĂŝƌtŽƌŬ >^ ϭ ϭϬ͕ϬϬϬΨ ϭϬ͕ϬϬϬΨ ƐƚŝŵĂƚĞĚĞǀĞƌLJϮLJĞĂƌƐ
EŽƚĞƐ͗
d> ϯ͘ϱͲ ƐƚŝŵĂƚĞŽĨEŽŶͲZĞĐƵƌƌŝŶŐŶŶƵĂůKƉĞƌĂƚŝŽŶƐĂŶĚDĂŝŶƚĞŶĂŶĐĞ
ŽƐƚƐ͘
ϭ͘ŽƐƚƐƐŚŽǁŶĂƌĞĞƐƚŝŵĂƚĞƐŽĨĞdžƉĞĐƚĞĚŶŽŶͲƌĞĐƵƌƌŝŶŐKΘDƌĞƉĂŝƌĐŽƐƚƐƚŚĂƚǁŝůůďĞĨƵŶĚĞĚĞƋƵĂůůLJďLJƉĂƌƚŝĞƐǁŚĞŶƚŚĞ
ĐŽƐƚƐĂƌĞŝŶĐƵƌƌĞĚ͘
^ƚĞƚƐŽŶ ŶŐŝŶĞĞƌƐ/ŶĐ͘WĂŐĞϴŽĨϴ ƌĐĂĚŝĂͲ^ŝĞƌƌĂDĂĚƌĞtĞůůŽƐƚ ƐƚŝŵĂƚĞƐϬϵϮϵϮϬ