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Home My WebLink AboutCUMMING MANAGEMENT GROUP INC; 2025-01-14; PSA25-3654FACDocusign Envelope ID: E9B60834-741 A-447C-AF39-6D51 E46B081 C PSA25-3654FAC AGREEMENT FOR MONROE STREET POOL REPLACEMENT FOR CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES CUMMING MANAGEMENT GROUP, INC. THIS AGREEMENT is made and entered into as of the / L/tJ1 day of 2025, by and between the City of Carlsbad, California, a municipal umming Management Group, Inc., a California corporation ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in construction consulting. B. Contractor has the necessary experience in providing professional services and advice related to construction consulting. C. Contractor has submitted a proposal to City under RFP24-2355FAC and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed five hundred eighty-three thousand eight hundred dollars ($583,800). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%} retention until City has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." City Attorney Approved Version 5/22/2024 Page 1 PSA25-3654FAC City Attorney Approved Version 5/22/2024 Page 2 6. PUBLIC WORKS 6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work, including work performed during design and preconstruction such as inspection and land surveying work, cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under California Labor Code section 1720 et seq. and are subject to state prevailing wage laws. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all such workers employed by him or her in the execution of the Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 6.2 DIR Registration. California Labor Code section 1725.5 requires the Contractor and any subcontractor or subconsultant performing any public work under this Agreement to be currently registered with the California Department of Industrial Relations (DIR), as specified in Labor Code section 1725.5. Labor Code section 1771.1 provides that a contractor or subcontractor/subconsultant shall not be qualified to engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to Labor Code section 1725.5. Prior to the performance of public work by any subcontractor or subconsultant under this Agreement, Contractor must furnish City with the subcontractor or subconsultant's current DIR registration number. 7.CONSTRUCTION MANAGEMENT SOFTWARE Procore Project Management and Collaboration System. This project may utilize the Owner’s Procore (www.procore.com) online project management and document control platform. The intent of utilizing Procore is to reduce cost and schedule risk, improve quality and safety, and maintain a healthy team dynamic by improving information flow, reducing non-productive activities, reducing rework and decreasing turnaround times. The Contractor is required to create a free web-based Procore user account(s) and utilize web-based training / tutorials (as needed) to become familiar with the system. Unless the Engineer approves otherwise, the Contractor shall process all project documents through Procore because this platform will be used to submit, track, distribute and collaborate on project. If unfamiliar or not otherwise trained with Procore, Contractor and applicable team members shall complete a free training certification course located at http://learn.procore.com/procore-certification- subcontractor. The Contractor is responsible for attaining their own Procore support, as needed, either through the online training or reaching out to the Procore support team. It will be the responsibility of the Contractor to regularly check Procore and review updated documents as they are added. There will be no cost to the Contractor for use of Procore. It is recommended that the Contractor provide mobile access for Windows, iOS located at https://apps.apple.com/us/app/procore-construction-management/id374930542 or Android devices located at https://play.google.com/store/apps/details?id=com.procore.activities with the Procore App installed to at least one on-site individual to provide real-time access to current posted drawings, specifications, RFIs, submittals, schedules, change orders, project documents, as well as any deficient observations or punch list items. Providing mobile access will improve communication, efficiency, and productivity for all parties. The use of Procore for project management does not relieve the contractor of any other requirements as may be specified in the contract documents. Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C Jan. 14, 2025 Item #5 Page 14 of 39 PSA25-3654FAC City Attorney Approved Version 5/22/2024 Page 3 8. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 9. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 10. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 11. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney’s fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C Jan. 14, 2025 Item #5 Page 15 of 39 PSA25-3654FAC City Attorney Approved Version 5/22/2024 Page 4 a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 12.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 12.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 12.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 12.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 12.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 12.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 12.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 12.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C Jan. 14, 2025 Item #5 Page 16 of 39 PSA25-3654FAC City Attorney Approved Version 5/22/2024 Page 5 12.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City. 12.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 12.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 12.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 12.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 13. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 14. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 15. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 16. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 17. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C Jan. 14, 2025 Item #5 Page 17 of 39 PSA25-3654FAC City Attorney Approved Version 5/22/2024 Page 6 For City For Contractor Name Steven Stewart Name Anthony Sanchez Title Municipal Projects Manager Title Executive VP / Project Manager Department Public Works Address 350 South Grand Avenue, Suite 1900 City of Carlsbad Los Angeles, CA 90071 Address 1635 Faraday Ave. Phone No. 213-408-4518 Carlsbad, CA 92008 Email asanchez@cumming-group.com Phone No. 442-339-2938 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 18. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☒ No ☐ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 19. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C aaljajeh@cumming-group.com Anthony L. Sanchez A. Al Jajeh 646-369-9623 323-855-4710asanchez@corpusa.com Jan. 14, 2025 Item #5 Page 18 of 39 PSA25-3654FAC City Attorney Approved Version 5/22/2024 Page 7 emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 21. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 22. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 23. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 24. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C Jan. 14, 2025 Item #5 Page 19 of 39 PSA25-3654FAC City Attorney Approved Version 5/22/2024 Page 8 25. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 26. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 27. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 28. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 29. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 30. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. [signatures on following page] Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C Jan. 14, 2025 Item #5 Page 20 of 39 Docusign Envelope ID: E9B60834-7 41A-447C-AF39-6D51 E46B081 C CONTRACTOR CUMMING MANAGEMENT GROUP, INC., a California corporation By: (sign here) A. Al Jajeh, Chief Financial Officer (print name/title) By: (sign here) Anthony Sanchez, Executive Vice President (print name/title) PSA25-3654FAC CITY OF CARLSBAD, a municipal corporation of the State of California By: v Keith Blackburn, Mayor ATTEST: SHERRY FREISINGER, City Clerk Deputy City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. ~ corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney By: __ C.,_~-~--~----- Assistant City Attorney City Attorney Approved Version 5/22/2024 Page 9 PSA25-3654FAC City Attorney Approved Version 5/22/2024 Page 10 EXHIBIT A SCOPE OF SERVICES AND FEE Cumming Management Group, Inc., shall provide Construction Management Services for the Monroe Street Pool Renovation project as outlined in the attached proposal dated Dec. 19, 2024, for an amount not to exceed $583,800. Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C Jan. 14, 2025 Item #5 Page 22 of 39 15010 Avenue of Science Suite 100 San Diego, CA 92128 T 858 485 6765 cumming-group.com December 19, 2024 Mr. John Maashoff Facilities Engineering Division Public Works, Fleet & Facilities Department 1635 Faraday Carlsbad, CA 92008 Mr. Steven Stewart Facilities Engineering Division Public Works, Fleet & Facilities Department 1635 Faraday Carlsbad, CA 92008 Transmitted via email correspondence to the following recipient(s): John.Maashoff@carlsbadca.gov Steven.Stewart@carlsbadca.gov Subject: Cumming Proposal for Construction Management Services Monroe Street Pool Renovation Dear Mr. Maashoff & Mr. Stewart: Cumming Management Group, Inc. (“Cumming”) is pleased to submit this Proposal to provide Construction Management Services to City of Carlsbad (“City”) for the subject referenced project. SCOPE OF CONSTRUCTION MANAGEMENT SERVICES Cumming’s scope of services shall include the following tasks noted within Exhibit A: 1.Task 1.2 – Contract Administration/Management 2.Task 1.3 – Reports and Communications 3.Task 1.4 – Photo Documentation 4.Task 1.5 – Construction Progress Meetings 5.Task 1.6 – Shop Drawings and Submittal Reviews 6.Task 1.7 – Plans and Specifications Interpretation 7.Task 1.8 – Construction Inspection Services (Oversight) 8.Task 1.9 – Progress Payments 9.Task 1.10 – Contractor’s Claims and Change Orders 10.Task 2 – Project Closeout PROPOSED NOT-TO-EXCEED FEE Cumming’s proposed compensation structure is based on time and materials, as illustrated in the table below. From our experience, we have found that this compensation model traditionally provides our clients with the most flexibility, cost effectiveness, and the ability to expeditiously mobilize resources to address any immediate project needs. PSA25-3654FAC; Exhibit "A" Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C Jan. 14, 2025 Item #5 Page 23 of 39 cumming-group.com Cumming is pleased to present proposed team member classifications with the associated hourly rates, who are readily available to start immediately at the owner’s request to perform the scope of services outlined within this Proposal: TASK CLASSIFICATION HOURLY RATE DURATION (DAYS) EST. HOURS PROPOSED FEES 1.2-1.10 CONSTRUCTION MANAGER (FT) $175 325 2,600 $455,000 2 CONSTRUCTION MANAGER (FT) $175 42 336 $58,800 PROPOSED NOT-TO-EXCEED FOR BASIC SERVICES $513,800 ALLOWANCE FOR AS-NEEDED SUPPORT SERVICES $50,000 ALLOWANCE FOR REIMBURSABLE EXPENSES $20,000 TOTAL PROPOSED NOT-TO-EXCEED FEE $583,800 It is important to note that our hourly rates are aligned with our Fee Proposal that accompanied our Technical Proposal, which was submitted on 04/02/2024 in response to the City’s solicitation RFP24-2355FAC. Our proposed fees are based on the scope of services requested and project information, i.e. project duration, estimated construction value, etc. provided by the City during the procurement process. Cumming reserves the right to amend our fees should there be substantial changes to the scope of services, construction budget, project schedule, and/or project delivery method. EXCLUSIONS + REIMBURSABLE EXPENSES Cumming’s proposed fees are not inclusive of costs for on-site trailers, on-site office equipment, on-site lavatories, internet, reprographics, marketing, travel, and other any costs associated in the performance of the scope of services. Reimbursable expenses are to be billed at 0% markup and are inclusive of any expenses within the scope of work that are requested and authorized in advance and in writing by the City, prior to incurring the expense. Mileage beyond 50-miles of the project is subject to the current IRS rate. Furthermore, any special or long-distance travel requested by the City that requires air fare, lodging, per diem, etc. would also fall under the reimbursable expenses category and shall be billed at cost with 0% markup. IN CLOSING Cumming supports several local municipalities and public agencies and therefore, recognizes your need for the highest quality services at economical cost. We are flexible, willing to work within this project’s budget to provide these services and would be happy to engage in a future discussion with you regarding our proposed fees. Cumming is grateful for the opportunity to continue supporting the City on this project and we are fully committed to working with your team. Please feel free to contact me directly at (323) 855-4710 or by email at asanchez@cumming-group.com should you have any questions regarding this Proposal. Sincerely, ANTHONY L. SANCHEZ Executive Vice President PSA25-3654FAC; Exhibit "A" (cont'd) Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C Jan. 14, 2025 Item #5 Page 24 of 39 y,//d͟͞ ^KWK&KE^dZhd/KEDE'DEd^Zs/^ d^<ϭ͗ŽŶƐƚƌƵĐƚŝŽŶĚŵŝŶŝƐƚƌĂƚŝŽŶ d^<ϭ͘ϭWƌĞůŝŵŝŶĂƌǇƉƌŽũĞĐƚǁŽƌŬ dŚĞĐŽŶƐƵůƚĂŶƚƐŚĂůůƌĞǀŝĞǁƚŚĞƉƌŽũĞĐƚƐĐŽƉĞŽƌǁŽƌŬĂŶĚĐŽŶƚƌĂĐƚĚŽĐƵŵĞŶƚƐĐŽŶƐŝƐƚŝŶŐŽĨƚŚĞ ŝƚǇΖƐ'ĞŶĞƌĂůWƌŽǀŝƐŝŽŶƐ͕^ƵƉƉůĞŵĞŶƚĂůWƌŽǀŝƐŝŽŶƐ͕dĞĐŚŶŝĐĂů^ƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ƉƉĞŶĚŝĐĞƐĂŶĚ ĚƌĂǁŝŶŐƐŝƐƐƵĞĚĨŽƌďŝĚĚŝŶŐĂŶĚĂŶǇĂĚĚĞŶĚĂƚŚĞƌĞƚŽ͘ d^<ϭ͘ϮŽŶƚƌĂĐƚĚŵŝŶŝƐƚƌĂƚŝŽŶͬDĂŶĂŐĞŵĞŶƚ dŚĞĐŽŶƐƵůƚĂŶƚƐŚĂůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌĂƐƐŝƐƚŝŶŐƚŚĞŝƚǇΖƐƉƌŽũĞĐƚŵĂŶĂŐĞƌǁŝƚŚĂůůĂƐƉĞĐƚƐŽĨ WƵďůŝĐ tŽƌŬƐ ĐŽŶƚƌĂĐƚ ĐŽŵƉůŝĂŶĐĞ͕ ĐŚĂŶŐĞͬĐůĂŝŵƐ ŶĞŐŽƚŝĂƚŝŽŶƐ ĂŶĚ ƉƌŽĐĞƐƐŝŶŐ͕ ĐŽŶƚƌĂĐƚ ŝŶƚĞƌƉƌĞƚĂƚŝŽŶƐĂŶĚĞŶĨŽƌĐĞŵĞŶƚ͘dŚĞĐŽŶƐƵůƚĂŶƚƐŚĂůůŽǀĞƌƐĞĞ͕ƉĞƌĨŽƌŵ͕ĂŶĚĐŽŽƌĚŝŶĂƚĞǁŽƌŬ ŝŶĐůƵĚĞĚŝŶƚŚŝƐƐĐŽƉĞŽĨƐĞƌǀŝĐĞƐ͕ĂƐĚŝƌĞĐƚĞĚďǇƚŚĞŝƚǇ͘dŚĞĐŽŶƐƵůƚĂŶƚƐŚĂůů͗ƉƌĞƉĂƌĞƌĞƉŽƌƚƐ͕ ůĞƚƚĞƌƐ ĂŶĚ ŵĞŵŽƌĂŶĚĂ͖ ĐŽŶĚƵĐƚ ƉƌŽũĞĐƚ ŵĞĞƚŝŶŐƐ͖ ƉƌĞƉĂƌĞ ŵĞĞƚŝŶŐ ĂŐĞŶĚĂƐ ĂŶĚ ŵŝŶƵƚĞƐ͕ ŵŽŶŝƚŽƌĂŶĚƚƌĂĐŬƚŚĞĞǆƉŝƌĂƚŝŽŶŽĨŝŶƐƵƌĂŶĐĞƌĞƋƵŝƌĞŵĞŶƚƐĂŶĚŽďƚĂŝŶƵƉĚĂƚĞĚĐĞƌƚŝĨŝĐĂƚĞƐĨƌŽŵ ƚŚĞŽŶƚƌĂĐƚŽƌ͖ĐŽŽƌĚŝŶĂƚĞƐƵďͲĐŽŶƐƵůƚĂŶƚƚĞƐƚŝŶŐĂŶĚƐƉĞĐŝĂůƚǇƐĞƌǀŝĐĞƐ͖ƌĞǀŝĞǁĚĂŝůǇŝŶƐƉĞĐƚŝŽŶ ŶŽƚĞƐĂŶĚŝĚĞŶƚŝĨǇĂŶĚƌĞƉŽƌƚŶŽŶĐŽŶĨŽƌŵŝŶŐŝƚĞŵƐ͖ŶŽƚŝĨǇƚŚĞŝƚǇŽĨƐŝŐŶŝĨŝĐĂŶƚƉƌŽďůĞŵƐĂŶĚ ĚŝƐĐƌĞƉĂŶĐŝĞƐ͖ĂƐƐŝƐƚƚŚĞŝƚǇǁŝƚŚŝŶƚĞƌƉƌĞƚŝŶŐĚƌĂǁŝŶŐƐ͕ƐƉĞĐŝĨŝĐĂƚŝŽŶƐĂŶĚƌĞĨĞƌĞŶĐĞƐƚĂŶĚĂƌĚƐ͖ ŵŽŶŝƚŽƌ ĐŽŶƐƚƌƵĐƚŝŽŶ ĂĐƚŝǀŝƚŝĞƐ ĂŶĚ ƐĐŚĞĚƵůĞƐ͖ĂƐƐŝƐƚ ƚŚĞ ŝƚǇǁŝƚŚ ƌĞƐŽůǀŝŶŐ ĐŽŶƐƚƌƵĐƚĂďŝůŝƚǇ ƉƌŽďůĞŵƐ͖ĐŽŽƌĚŝŶĂƚĞĐŽŶŶĞĐƚŝŽŶƐĂŶĚŽƉĞƌĂƚŝŽŶƐ͖ƉĞƌĨŽƌŵƋƵĂůŝƚǇĂƐƐƵƌĂŶĐĞŝŶƐƉĞĐƚŝŽŶƐ͕ƌĞǀŝĞǁ ĂŶĚŶĞŐŽƚŝĂƚĞĐŚĂŶŐĞŽƌĚĞƌƐ͕ƌĞǀŝĞǁĂŶĚŶŽƚŝĨǇƚŚĞŽŶƚƌĂĐƚŽƌŽĨƚĞƐƚƌĞƐƵůƚƐ͖ŝŶǀĞƐƚŝŐĂƚĞĐůĂŝŵƐ͖ ƌĞǀŝĞǁƚŚĞŽŶƚƌĂĐƚŽƌƐZĞĐŽƌĚƌĂǁŝŶŐƐƉĞƌŝŽĚŝĐĂůůǇĂŶĚĐŽŶĐƵƌƌĞŶƚůǇǁŝƚŚŽŶƚƌĂĐƚŽƌ͛ƐŵŽŶƚŚůǇ ƉƌŽŐƌĞƐƐƐĐŚĞĚƵůĞƵƉĚĂƚĞƐĂŶĚŵŽŶƚŚůǇƉĂǇŵĞŶƚĂƉƉůŝĐĂƚŝŽŶƐ͖ĂŶĚƉƌĞƉĂƌĞƉƌŽũĞĐƚƉƵŶĐŚůŝƐƚƐ͕ ĞƚĐ͘ d^<ϭ͘ϯZĞƉŽƌƚƐĂŶĚŽŵŵƵŶŝĐĂƚŝŽŶƐ ůůƌĞůĞǀĂŶƚƉƌŽũĞĐƚĐŽŵŵƵŶŝĐĂƚŝŽŶƐƐŚĂůůďĞĚŽĐƵŵĞŶƚĞĚĂŶĚƉƌŽŵƉƚůǇĚŝƐƚƌŝďƵƚĞĚƚŽƚŚĞŝƚǇ ĂŶĚĂƉƉůŝĐĂďůĞƉĂƌƚŝĞƐ͘ůůŽƌŝŐŝŶĂůƉƌŽũĞĐƚĚŽĐƵŵĞŶƚƐĂŶĚĨŝŶĂůƉƌŽũĞĐƚƌĞƉŽƌƚƐƐŚĂůůďĞ ĨƵƌŶŝƐŚĞĚƚŽƚŚĞŝƚǇǁŝƚŚŝŶϲϬĚĂǇƐĨŽůůŽǁŝŶŐƚŚĞŝƚǇΖƐĚĞƚĞƌŵŝŶĂƚŝŽŶŽĨ^ƵďƐƚĂŶƚŝĂů ŽŵƉůĞƚŝŽŶ͘ DĂŝŶƚĂŝŶĨŝĞůĚŵĞŵŽƌĂŶĚĂ͕ƚƌĂŶƐŵŝƚƚĂůƐ͕ƵƉĚĂƚĞĚƐĐŚĞĚƵůĞƐ͕ůŽŐƐŽĨƐŚŽƉĚƌĂǁŝŶŐƐĂŶĚŽƚŚĞƌ ƐƵďŵŝƚƚĂůƐ͕ůŽŐƐŽĨƌĞƋƵĞƐƚƐĨŽƌŝŶĨŽƌŵĂƚŝŽŶ͕ĐŚĂŶŐĞŽƌĚĞƌƐ͕ƉƌŽŐƌĞƐƐƉĂǇŵĞŶƚƌĞƋƵĞƐƚƐ͕ƉƌŽŐƌĞƐƐ ŵĞĞƚŝŶŐƌĞƉŽƌƚƐ͕ĚĂŝůǇŝŶƐƉĞĐƚŝŽŶƌĞƉŽƌƚƐ͕ĚĂƚĞƐŽĨƵƚŝůŝƚǇƐĞƌǀŝĐĞŝŶƚĞƌƌƵƉƚŝŽŶƐ͕ĂŶĚĂůůŽƚŚĞƌ ƉƌŽũĞĐƚĐŽƌƌĞƐƉŽŶĚĞŶĐĞ͘ DŽŶƚŚůǇƉƌŽŐƌĞƐƐƌĞƉŽƌƚƐƐŚĂůůďĞƉƌĞƉĂƌĞĚĂŶĚƐƵďŵŝƚƚĞĚƚŽƚŚĞŝƚǇΖƐWƌŽũĞĐƚDĂŶĂŐĞƌĂŶĚƐŚĂůů ŝŶĐůƵĚĞƚŚĞĨŽůůŽǁŝŶŐĞůĞŵĞŶƚƐ͗ ĂͿ ^ƵŵŵĂƌǇ ŽĨ ƚŚĞ ƉƌŝŽƌ ŵŽŶƚŚΖƐ ŵĂŝŶ ĂĐĐŽŵƉůŝƐŚŵĞŶƚƐ ĂŶĚ ĐƵƌƌĞŶƚ ĐŽŶƐƚƌƵĐƚŝŽŶ ĂĐƚŝǀŝƚŝĞƐ͘ ďͿ KǀĞƌĂůů͕ŽŶƚƌĂĐƚŽƌĐŽŶĨŽƌŵĂŶĐĞƚŽĐŽŶƚƌĂĐƚƐĐŚĞĚƵůĞĂŶĚƋƵĂůŝƚǇƌĞƋƵŝƌĞŵĞŶƚƐ͘ ĐͿ /ĚĞŶƚŝĨŝĐĂƚŝŽŶŽĨŬĞǇƉƌŽďůĞŵƐ͕ĂĐƚŝŽŶŝƚĞŵƐ͕ĂŶĚŝƐƐƵĞƐĂŶĚƌĞĐŽŵŵĞŶĚĂƚŝŽŶƐĨŽƌ ƐŽůƵƚŝŽŶƐ͘ PSA25-3654FAC; Exhibit "A" (cont'd) Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C Jan. 14, 2025 Item #5 Page 25 of 39 ĚͿ ^ƵŵŵĂƌǇ ŽĨ ƉƌŽŐƌĞƐƐ ƉĂǇŵĞŶƚƐ͕ ƉƌŽƉŽƐĂů ĂŶĚ ĨŝŶĂů ĐŚĂŶŐĞ ŽƌĚĞƌƐ͕ ĚŝƐƉƵƚĞƐ͕ ƐƵďŵŝƚƚĂůƐ͕Z&ůƐ͕ĂŶĚEŽƚŝĐĞƐŽĨEŽŶĐŽŵƉůŝĂŶĐĞ͘ ĞͿ WŚŽƚŽŐƌĂƉŚƐŽĨƌĞƉƌĞƐĞŶƚĂƚŝǀĞƉƌŽũĞĐƚĂĐƚŝǀŝƚŝĞƐƉƌŝŶƚĞĚĂŶĚĞůĞĐƚƌŽŶŝĐĂůůǇƐƚŽƌĞĚ͘ d^<ϭ͘ϰWŚŽƚŽŽĐƵŵĞŶƚĂƚŝŽŶ ZĞǀŝĞǁƚŚĞŽŶƚƌĂĐƚŽƌΖƐǀŝĚĞŽƚĂƉĞŽĨƉƌĞĐŽŶƐƚƌƵĐƚŝŽŶƐŝƚĞĐŽŶĚŝƚŝŽŶƐƉƌŝŽƌƚŽĂŶǇĐŽŶƐƚƌƵĐƚŝŽŶ ŽƉĞƌĂƚŝŽŶƚŽĐŽŶĨŝƌŵĞǆŝƐƚŝŶŐĐŽŶĚŝƚŝŽŶƐǁŝƚŚŝŶƚŚĞůŝŵŝƚƐŽĨǁŽƌŬ͕ĂĚũĂĐĞŶƚĂƌĞĂƐ͕ĂŶĚĂůŽŶŐŚĂƵů ƌŽĂĚƐ ƚŽ ĚŽĐƵŵĞŶƚ ĂŶĚ ĐůĞĂƌůǇ ĚĞƉŝĐƚ ƉƌĞͲĞǆŝƐƚŝŶŐ ĐŽŶĚŝƚŝŽŶƐ͘ WƌĞƉĂƌĞ ĂĚĚŝƚŝŽŶĂů ǀŝĚĞŽƚĂƉĞ ĂŶĚͬŽƌƉŚŽƚŽŐƌĂƉŚƐƚŽĚŽĐƵŵĞŶƚƐŝƚĞĐŽŶĚŝƚŝŽŶƐĂƐƌĞƋƵŝƌĞĚƚŽƐƵƉƉůĞŵĞŶƚƚŚĞŽŶƚƌĂĐƚŽƌ͛Ɛ ǀŝĚĞŽƚĂƉĞ͘ dĂŬĞĂŶĚƐŚĂƌĞĐŽŶƐƚƌƵĐƚŝŽŶĚŽĐƵŵĞŶƚĂƚŝŽŶƉŚŽƚŽŐƌĂƉŚƐŽŶĂƌĞŐƵůĂƌďĂƐŝƐ͘DĂŝŶƚĂŝŶĂĚŝŐŝƚĂů ƉŚŽƚŽŐƌĂƉŚŝĐůŝďƌĂƌǇŽĨĂůůƐŝŐŶŝĨŝĐĂŶƚĐŽŶƐƚƌƵĐƚŝŽŶĂĐƚŝǀŝƚŝĞƐĂǀĂŝůĂďůĞĨŽƌƌĞǀŝĞǁŽŶĂƚůĞĂƐƚĂ ǁĞĞŬůǇďĂƐŝƐǀŝĂƉƌŽũĞĐƚŵĂŶĂŐĞŵĞŶƚƐŽĨƚǁĂƌĞ͘WƌŽǀŝĚĞƵŶŝƋƵĞĨŝůĞŶĂŵĞƐĨŽƌƉŚŽƚŽƐǁŝƚŚĚĂƚĞ ĂŶĚ ůŽĐĂƚŝŽŶ ŝŶĨŽƌŵĂƚŝŽŶ ŝŶĐůƵĚĞĚ͘ dĂŬĞ ĂĚĚŝƚŝŽŶĂů ƉŚŽƚŽŐƌĂƉŚƐƚŽ ĚŽĐƵŵĞŶƚ ĚŝĨĨĞƌŝŶŐ ƐŝƚĞ ĐŽŶĚŝƚŝŽŶƐ͕ĐŚĂŶŐĞŽƌĚĞƌĂŶĚĐůĂŝŵŝƚĞŵƐ͕ĂŶĚĂŶǇƐƉĞĐŝĂůŽƌƵŶŝƋƵĞĐŽŶĚŝƚŝŽŶƐĂƐƚŚĞǇĂƌŝƐĞ͘ /ŶĐŽƌƉŽƌĂƚĞŶĞǁƐŽĨƚǁĂƌĞĐĂƉĂďŝůŝƚŝĞƐ;ůƵĞĞĂŵ͕ĞƚĐ͘ͿƚŚĂƚĂůůŽǁƉŚŽƚŽŐƌĂƉŚƐƚĂŬĞŶŝŶƚŚĞĨŝĞůĚ ƚŽďĞůŝŶŬĞĚƚŽĂW&ŽĨƚŚĞƐŝƚĞƉůĂŶͬĚƌĂǁŝŶŐͬĚĞƚĂŝůŽĨƚŚĞƉŚŽƚŽŐƌĂƉŚĞĚůŽĐĂƚŝŽŶ͘ƌĞƉŽƌƚŽĨ ƚŚĞƐĞƉŚŽƚŽƐůŝŶŬĞĚƚŽƚŚĞŝƌůŽĐĂƚŝŽŶŝƐƚŽďĞƉƌŽǀŝĚĞĚǁĞĞŬůǇ͘WŚŽƚŽƐƐŚĂůůďĞƵƉůŽĂĚĞĚƚŽƚŚĞ ĂƉƉƌŽǀĞĚƉƌŽũĞĐƚĚŽĐƵŵĞŶƚŵĂŶĂŐĞŵĞŶƚƐŝƚĞƌĞŐƵůĂƌůǇ͘ d^<ϭ͘ϱŽŶƐƚƌƵĐƚŝŽŶWƌŽŐƌĞƐƐDĞĞƚŝŶŐƐ ^ĐŚĞĚƵůĞĂŶĚĐŽŶĚƵĐƚǁĞĞŬůǇĐŽŶƐƚƌƵĐƚŝŽŶƉƌŽŐƌĞƐƐŵĞĞƚŝŶŐƐǁŝƚŚƚŚĞŽŶƚƌĂĐƚŽƌĂŶĚƚŚĞŝƚǇ͘ WƌŽǀŝĚĞ ŵĞĞƚŝŶŐ ĂŐĞŶĚĂƐ ĂŶĚ ĚŝƐĐƵƐƐ ƚŚĞ ƐĐŚĞĚƵůĞ͕ ŶĞĂƌͲƚĞƌŵ ĂĐƚŝǀŝƚŝĞƐ͕ ĐůĂƌŝĨŝĐĂƚŝŽŶƐ ĂŶĚ ƉƌŽďůĞŵƐǁŚŝĐŚŶĞĞĚƌĞƐŽůƵƚŝŽŶ͕ĐŽŽƌĚŝŶĂƚŝŽŶǁŝƚŚŽƚŚĞƌŽŶƚƌĂĐƚŽƌƐ͘ƐƚĂƚƵƐŽĨĐŚĂŶŐĞŽƌĚĞƌƐ͕ ƐĂĨĞƚǇŝƐƐƵĞƐ͕ĞƚĐ͘WƌĞƉĂƌĞŵŝŶƵƚĞƐŽĨƚŚĞŵĞĞƚŝŶŐƐǁŝƚŚŝĚĞŶƚŝĨŝĞĚĂĐƚŝŽŶŝƚĞŵƐ͘WƌĞƉĂƌĞĂŶĚ ĚŝƐƚƌŝďƵƚĞƚŚĞŵŝŶƵƚĞƐƚŽƚŚĞĂƚƚĞŶĚĞĞƐǁŝƚŚŝŶƚǁŽǁŽƌŬŝŶŐĚĂǇƐ͘/ŶĐůƵĚĞŵŝŶƵƚĞƐŝŶƚŚĞŵŽŶƚŚůǇ ƉƌŽŐƌĞƐƐƌĞƉŽƌƚƐ͘ d^<ϭ͘ϲ^ŚŽƉƌĂǁŝŶŐƐĂŶĚ^ƵďŵŝƚƚĂůZĞǀŝĞǁƐ ^ƵďŵŝƚƚĂůƌĞǀŝĞǁĂŶĚĂƉƉƌŽǀĂůĂƌĞƚŚĞƌĞƐƉŽŶƐŝďŝůŝƚǇŽĨƚŚĞĂƌĐŚŝƚĞĐƚĂŶĚƚŚĞŝƚǇΖƐWƌŽũĞĐƚ DĂŶĂŐĞƌ͘dŚĞĐŽŶƐƵůƚĂŶƚƐŚĂůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌƉƌŽĐĞƐƐŝŶŐĂŶĚŵŽŶŝƚŽƌŝŶŐƚŚĞƐƚĂƚƵƐŽĨĂůů ƐƵďŵŝƚƚĂůƐ͘ dŚĞ ĐŽŶƐƵůƚĂŶƚ ƐŚĂůů ƉƌŽǀŝĚĞ ĐƵƌƐŽƌǇ ƌĞǀŝĞǁ ŽĨ ƚŚĞ ŽŶƚƌĂĐƚŽƌΖƐƐƵďŵŝƚƚĂůƐĨŽƌŐĞŶĞƌĂů ĐŽŶĨŽƌŵĂŶĐĞǁŝƚŚƚŚĞĐŽŶƚƌĂĐƚĚŽĐƵŵĞŶƚƌĞƋƵŝƌĞŵĞŶƚƐƉƌŝŽƌƚŽƐĞŶĚŝŶŐƚŚĞƐƵďŵŝƚƚĂůƐƚŽƚŚĞ ĂƌĐŚŝƚĞĐƚĂŶĚŝƚǇWƌŽũĞĐƚDĂŶĂŐĞƌ͘^ƵďŵŝƚƚĂůƐŽĨĂŐĞŶĞƌĂůŶĂƚƵƌĞ;'ĞŶĞƌĂůWƌŽǀŝƐŝŽŶƐΘŝǀŝƐŝŽŶ ϭZĞƋƵŝƌĞŵĞŶƚƐͿĂƌĞƚŽďĞƌĞǀŝĞǁĞĚĂŶĚƉƌŽĐĞƐƐĞĚďǇƚŚĞĐŽŶƐƵůƚĂŶƚ͘ZĞǀŝĞǁŽĨƚŚĞŽŶƚƌĂĐƚŽƌΖƐ ĐŽŶƐƚƌƵĐƚŝŽŶƐĐŚĞĚƵůĞĂŶĚŵŽŶƚŚůǇƵƉĚĂƚĞƐƐŚĂůůďĞƚŚĞƐŽůĞƌĞƐƉŽŶƐŝďŝůŝƚǇŽĨƚŚĞĐŽŶƐƵůƚĂŶƚǁŝƚŚ ŝŶƉƵƚƉƌŽǀŝĚĞĚĨƌŽŵƚŚĞĂƌĐŚŝƚĞĐƚĂŶĚŝƚǇ͘ ŽŶƐƵůƚĂŶƚǁŝůůůŽŐ͕ƚƌĂĐŬ͕ĂŶĚŵŽŶŝƚŽƌƚŚĞƌĞǀŝĞǁŽĨƐŚŽƉĚƌĂǁŝŶŐƐ͕ĐĂůĐƵůĂƚŝŽŶƐ͕ĚĂƚĂƐĂŵƉůĞƐ͕ ƐƵďŵŝƚƚĂůƐ͕ǁĂƌƌĂŶƚŝĞƐĂŶĚŵĂŶƵĂůƐĨƌŽŵƚŚĞŽŶƚƌĂĐƚŽƌ͘^ŚŽƉĚƌĂǁŝŶŐƐĂŶĚƐƵďŵŝƚƚĂůƐǁŚŝĐŚĚŽ ŶŽƚ ƐĂƚŝƐĨǇ ƚŚĞ ƉƌŽũĞĐƚ ĐƌŝƚĞƌŝŽŶ ƐŚĂůů ďĞ ƌĞƚƵƌŶĞĚ ƚŽ ƚŚĞ ŽŶƚƌĂĐƚŽƌǁŝƚŚĐŽŵŵĞŶƚƐĨŽƌ PSA25-3654FAC; Exhibit "A" (cont'd) Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C Jan. 14, 2025 Item #5 Page 26 of 39 ĐŽƌƌĞĐƚŝŽŶƐĂŶĚƌĞƐƵďŵŝƚƚĂů͘ǆĐĞƉƚŝŽŶƌĞƉŽƌƚƐ͕ƚŚĂƚŝĚĞŶƚŝĨǇŽƵƚƐƚĂŶĚŝŶŐƐƵďŵŝƚƚĂůƐŽƌƌĞǀŝĞǁƐ ŶĞĞĚĞĚ͕ƐŚĂůůďĞƉƌĞƉĂƌĞĚƉĞƌŝŽĚŝĐĂůůǇďǇƚŚĞĐŽŶƐƵůƚĂŶƚ͘WƌĞůŝŵŝŶĂƌǇůŝƐƚƐŽĨŝŶŝƚŝĂůƐƵďŵŝƚƚĂů ƌĞƋƵŝƌĞŵĞŶƚƐƐŚĂůůďĞƉƌĞƉĂƌĞĚďǇƚŚĞ ĐŽŶƐƵůƚĂŶƚĂŶĚŝƐƐƵĞĚĂƚƚŚĞŝŶŝƚŝĂůƉƌŽũĞĐƚƉƌŽŐƌĞƐƐ ŵĞĞƚŝŶŐƐ͘ d^<ϭ͘ϳWůĂŶƐĂŶĚ^ƉĞĐŝĨŝĐĂƚŝŽŶƐ/ŶƚĞƌƉƌĞƚĂƚŝŽŶ dŚĞĐŽŶƐƵůƚĂŶƚƐŚĂůůƌĞǀŝĞǁĂŶĚƌĞƐƉŽŶĚƚŽŽŶƚƌĂĐƚŽƌZ&ůƐŝĨŽĨĂŐĞŶĞƌĂůŶĂƚƵƌĞ͘dĞĐŚŶŝĐĂůZ&/Ɛ ƐŚĂůůďĞƐƵďŵŝƚƚĞĚƚŽƚŚĞĂƌĐŚŝƚĞĐƚĂŶĚŝƚǇĨŽƌƌĞƐƉŽŶƐĞ͘dŚĞĐŽŶƐƵůƚĂŶƚƐŚĂůůŵĂŝŶƚĂŝŶĂůŽŐŽĨ Z&ůƐĂŶĚƉƌŽǀŝĚĞǁƌŝƚƚĞŶĐůĂƌŝĨŝĐĂƚŝŽŶƚŽƚŚĞŽŶƚƌĂĐƚŽƌŝŶĂƚŝŵĞůǇŵĂŶŶĞƌ͘ZĞƐƉŽŶƐĞƐƚŽƌĞƋƵĞƐƚƐ ĨŽƌĐŚĂŶŐĞƐƚŽƚŚĞĚĞƐŝŐŶƌĞƋƵŝƌĞƉƌŝŽƌĂƉƉƌŽǀĂůĨƌŽŵƚŚĞĂƌĐŚŝƚĞĐƚĂŶĚŝƚǇΖƐWƌŽũĞĐƚDĂŶĂŐĞƌ͘ KďƚĂŝŶ ĂŶĚ ŵĂŝŶƚĂŝŶ ƐƉĞĐŝĨŝĐĂƚŝŽŶ ƌĞĨĞƌĞŶĐĞĚ ƐƚĂŶĚĂƌĚƐ ŝŶĐůƵĚŝŶŐ ůŽĐĂů ĂŶĚ ƌĞŐŝŽŶĂů ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͕ĐŽĚĞƐ͕ƐƚĂŶĚĂƌĚƐ͕ƉƵďůŝĐĂƚŝŽŶƐ͕ƌĞŐƵůĂƚŝŽŶƐ͕ĂƉƉůŝĐĂďůĞƉĞƌŵŝƚƚŝŶŐĐƌŝƚĞƌŝĂĨƌŽŵ ůŽĐĂů͕ƐƚĂƚĞ͕ĂŶĚĨĞĚĞƌĂůĂŐĞŶĐŝĞƐ͕ƐƚĂŶĚĂƌĚĚƌĂǁŝŶŐƐĂŶĚƐƉĞĐŝĨŝĐĂƚŝŽŶƐŽĨƚŚĞůŽĐĂůĂŐĞŶĐŝĞƐ͕ĂŶĚ ƌĞůĂƚĞĚĚŽĐƵŵĞŶƚƐ͕ĂƐƌĞĨĞƌĞŶĐĞĚŝŶƚŚĞĐŽŶƚƌĂĐƚĚŽĐƵŵĞŶƚƐĂŶĚĂƐƌĞƋƵŝƌĞĚƚŽƉĞƌĨŽƌŵƚŚĞ ǁŽƌŬ͘ d^<ϭ͘ϴŽŶƐƚƌƵĐƚŝŽŶ/ŶƐƉĞĐƚŝŽŶ^ĞƌǀŝĐĞƐ ŽŶƐƵůƚĂŶƚǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞŽǀĞƌĂůůƋƵĂůŝƚǇĂƐƐƵƌĂŶĐĞŽĨƚŚĞƉƌŽũĞĐƚĂŶĚǁŽƌŬǁŝƚŚŝƚǇ ƐƚĂĨĨƌĞƐƉŽŶƐŝďůĞĨŽƌĐŽĚĞĐŽŵƉůŝĂŶĐĞ͘WƌŽǀŝĚĞĨƵůůƚŝŵĞŝŶƐƉĞĐƚŝŽŶƚŽĞŶƐƵƌĞƚŚĂƚƚŚĞŽŶƚƌĂĐƚŽƌΖƐ ǁŽƌŬŝƐĐŽŵƉůŝĂŶƚǁŝƚŚƚŚĞƉƌŽũĞĐƚĐƌŝƚĞƌŝŽŶ͘WƌĞƉĂƌĞĚĂŝůǇƌĞƉŽƌƚƐŽĨƚŚĞĐŽŶƐƚƌƵĐƚŝŽŶĂĐƚŝǀŝƚŝĞƐ ŝŶĐůƵĚŝŶŐ ǁĞĂƚŚĞƌ ĐŽŶĚŝƚŝŽŶƐ͕ ŽŶƚƌĂĐƚŽƌΖƐ ĞƋƵŝƉŵĞŶƚ ĂŶĚ ŵĂŶƉŽǁĞƌ͕ ǁŽƌŬ ƉĞƌĨŽƌŵĞĚ͕ ŵĂƚĞƌŝĂůƐƵƐĞĚ͕ƐŝƚĞǀŝƐŝƚŽƌƐ͕ĚĞůĂǇƐŝŶǁŽƌŬĂŶĚƌĞĂƐŽŶƐĨŽƌƚŚĞĚĞůĂǇƐ͕ĂŶĚĚĞĨŝĐŝĞŶĐŝĞƐ͘WƌĞƉĂƌĞ ĚĂŝůǇ ƌĞƉŽƌƚƐ ŽĨ ĚĞǀŝĂƚŝŽŶƐ ĂŶĚ ŶŽŶͲĐŽŶĨŽƌŵĂŶĐĞ ƚŽ ƉƌŽũĞĐƚ ĐƌŝƚĞƌŝŽŶ ĂŶĚ ƉƌŽǀŝĚĞ Ă ƚŝŵĞůǇ ƌĞƐƉŽŶƐĞ͘ ŽŽƌĚŝŶĂƚĞĂŶĚƐƵƉĞƌǀŝƐĞĐŝƚǇĐŽŶƚƌĂĐƚĞĚƐƉĞĐŝĂůŝŶƐƉĞĐƚŝŽŶƐĂƐƌĞƋƵŝƌĞĚĂŶĚĚŝƐĐƵƐƐǁŝƚŚƚŚĞ ŽŶƚƌĂĐƚŽƌĂƉƉƌŽƉƌŝĂƚĞƌĞǀŝƐŝŽŶƐƚŽƚŚĞŵĞƚŚŽĚƐĂŶĚƉƌŽĐĞĚƵƌĞƐƵƐĞĚŝŶƉĞƌĨŽƌŵŝŶŐƚŚĞǁŽƌŬ͘ dŚĞƐƉĞĐŝĂůŝŶƐƉĞĐƚŽƌƐŵĂǇŶŽƚĂƵƚŚŽƌŝǌĞĞǆƚƌĂǁŽƌŬŽƌĂƉƉƌŽǀĞŽĨǁŽƌŬƚŚĂƚĚĞǀŝĂƚĞƐĨƌŽŵƚŚĞ ƉƌŽũĞĐƚĐƌŝƚĞƌŝŽŶ͘ ŽŶƐƵůƚĂŶƚǁŝůůŝŶƐƉĞĐƚŵĂƚĞƌŝĂůƐĂƐƚŚĞǇĂƌƌŝǀĞŽŶƐŝƚĞĂŶĚǀĞƌŝĨǇƚŚĂƚĂůůŵĂƚĞƌŝĂůƐĂŶĚĞƋƵŝƉŵĞŶƚ ŵĞĞƚƉƌŽũĞĐƚĐƌŝƚĞƌŝĂƌĞƋƵŝƌĞŵĞŶƚƐĂŶĚĂƌĞƉƌŽƉĞƌůǇƐƚŽƌĞĚ͘dŚĞĐŽŶƐƵůƚĂŶƚǁŝůůŝŶƐƉĞĐƚƚŚĞƐŝƚĞ ĚĂŝůǇ͕ŝŶĐůƵĚŝŶŐĂŶǇƐŝƚĞDWŵĞĂƐƵƌĞƐ͕ŵĂŶĂŐĞƐƉĞĐŝĂůŝŶƐƉĞĐƚŽƌƐ͕ĂŶĚĐŽŽƌĚŝŶĂƚĞǁŝƚŚĂŶǇ ŐĞŽƚĞĐŚŶŝĐĂůĂŶĚŵĂƚĞƌŝĂůƚĞƐƚŝŶŐĐŽŶƐƵůƚĂŶƚƐĂŶĚďĞƌĞƐƉŽŶƐŝďůĞĨŽƌƚŚĞŽǀĞƌĂůůƋƵĂůŝƚǇĂƐƐƵƌĂŶĐĞ ŽĨƚŚĞƉƌŽũĞĐƚ͘ d^<ϭ͘ϵWƌŽŐƌĞƐƐWĂǇŵĞŶƚƐ ZĞǀŝĞǁƉƌŽũĞĐƚͲƌĞůĂƚĞĚŝŶǀŽŝĐĞƐĂŶĚƉƌŽŐƌĞƐƐƉĂǇŵĞŶƚƐ͘^ƵďŵŝƚĂůůŝŶǀŽŝĐĞƐƚŽƚŚĞŝƚǇΖƐWƌŽũĞĐƚ DĂŶĂŐĞƌǁŝƚŚĂƌĞĐŽŵŵĞŶĚĂƚŝŽŶƐƚĂƚŝŶŐƚŚĞƉƌŽƉĞƌĂŵŽƵŶƚĨŽƌƉĂǇŵĞŶƚ͘hƐĞƚŚĞ^ĐŚĞĚƵůĞŽĨ sĂůƵĞƐĂŶĚĂĐƚƵĂůƋƵĂŶƚŝƚŝĞƐĨŽƌƉĂǇŵĞŶƚƌĞƋƵĞƐƚƌĞǀŝĞǁƐ͘dŚĞŝƚǇǁŝůůƉƌŽǀŝĚĞĂĨŽƌŵĂƚĨŽƌ ŵŽŶƚŚůǇƉƌŽŐƌĞƐƐƉĂǇŵĞŶƚƐďĂƐĞĚŽŶƚŚĞŝĚ^ĐŚĞĚƵůĞŝŶƚŚĞĐŽŶƚƌĂĐƚ͘ PSA25-3654FAC; Exhibit "A" (cont'd) Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C Jan. 14, 2025 Item #5 Page 27 of 39 d^<ϭ͘ϭϬŽŶƚƌĂĐƚŽƌΖƐůĂŝŵƐĂŶĚŚĂŶŐĞKƌĚĞƌƐ /ŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞŝƚǇΖƐ^ƚĂŶĚĂƌĚWƵďůŝĐtŽƌŬƐŽŶƚƌĂĐƚĂŶĚ^ƵƉƉůĞŵĞŶƚĂůWƌŽǀŝƐŝŽŶƐ͕ ŝĚĞŶƚŝĨǇ͕ƉƌĞƉĂƌĞ͕ůŽŐ͕ĂŶĚŵŽŶŝƚŽƌĂůůŽŶƚƌĂĐƚŽƌŽƌŝƚǇŝŶŝƚŝĂƚĞĚĐůĂŝŵƐ͕ĐŚĂŶŐĞƐ͕ĞǆƚƌĂǁŽƌŬ͕ ĂŶĚĐŚĂŶŐĞŽƌĚĞƌƐ͘ƐƐŝƐƚƚŚĞŝƚǇΖƐWƌŽũĞĐƚDĂŶĂŐĞƌďǇǁŽƌŬŝŶŐƚŽŶĞŐŽƚŝĂƚĞĂůůĐůĂŝŵƐƚŽĂŶ ĂŐƌĞĞĚŽŶƚƌĂĐƚŽƌͬŽŶƐƵůƚĂŶƚͬŝƚǇĐŽŶĐůƵƐŝŽŶ͘^ƵďŵŝƚƌĞƐƵůƚĂŶƚĐŚĂŶŐĞŽƌĚĞƌƐƚŽƚŚĞŝƚǇĨŽƌ ĂƉƉƌŽǀĂů͘WƌĞƉĂƌĞĂƌĞƉŽƌƚƉƌŽǀŝĚŝŶŐƐƚĂƚĞŵĞŶƚŽĨĐůĂŝŵ͕ĞǆƚƌĂǁŽƌŬ͕ŽƌĐŚĂŶŐĞ͖ďĂĐŬŐƌŽƵŶĚ ůĞĂĚŝŶŐƚŽŝƐƐƵĞ͖ƌĞƐŽůƵƚŝŽŶĂůƚĞƌŶĂƚŝǀĞƐ͖ĂŶĚƌĞƐŽůƵƚŝŽŶƌĞĐŽŵŵĞŶĚĂƚŝŽŶĨŽƌĂĐƚŝŽŶďǇƚŚĞŝƚǇ͘ WƌĞƉĂƌĞ ǁƌŝƚƚĞŶ ũƵƐƚŝĨŝĐĂƚŝŽŶ ĂŶĚ ŝŶĚĞƉĞŶĚĞŶƚ ĐŽƐƚ ĞƐƚŝŵĂƚĞƐ ĨŽƌ ĞĂĐŚ ĐŚĂŶŐĞ ŽƌĚĞƌ ĂĨƚĞƌ ŶĞŐŽƚŝĂƚŝŶŐĐŽƐƚƐǁŝƚŚƚŚĞŽŶƚƌĂĐƚŽƌ͘WƌĞƉĂƌĞĐůĂŝŵƐ͕ĞǆƚƌĂǁŽƌŬ͕ĂŶĚĐŚĂŶŐĞŽƌĚĞƌƐƚŚĂƚƌĞƋƵŝƌĞ ĚĞƐŝŐŶĐƌŝƚĞƌŝĂŵŽĚŝĨŝĐĂƚŝŽŶƐŽƌĐůĂƌŝĨŝĐĂƚŝŽŶƐ͕ŝŶĐůƵĚŝŶŐƌĞǀŝƐŝŽŶƐƚŽƚŚĞĚƌĂǁŝŶŐƐ͕ĚĞƚĂŝůƐ͕ĂŶĚ ƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͘ WƌŽǀŝĚĞƚŚĞůĞĂĚƌŽůĞĂŶĚƐƵƉƉŽƌƚƚŽƚŚĞŝƚǇŝŶƌĞƐŽůǀŝŶŐĐůĂŝŵƐĂŶĚĚŝƐƉƵƚĞƐ͘dŚŝƐƐŚĂůůŝŶĐůƵĚĞ ǁƌŝƚƚĞŶƌĞƐƉŽŶƐĞƐƚŽŽŶƚƌĂĐƚŽƌƐĂŶĚƉƌŝǀĂƚĞƉĂƌƚŝĞƐ͕ŐŝǀŝŶŐĚĞƉŽƐŝƚŝŽŶƐ͕ĂƐƐŝƐƚŝŶŐǁŝƚŚĂƌďŝƚƌĂƚŝŽŶ ĂŶĚůŝƚŝŐĂƚŝŽŶ͕ƐĞƌǀŝŶŐĂƐĂŶĞǆƉĞƌƚǁŝƚŶĞƐƐ͕ŝŶǀĞƐƚŝŐĂƚŝŶŐĐůĂŝŵƐĨŽƌĚĂŵĂŐĞƐďǇƉƌŝǀĂƚĞƐŽƵƌĐĞƐ͕ ĚĞƐŝŐŶƐĞƌǀŝĐĞƐĨŽƌƌĞƉůĂĐĞŵĞŶƚŽĨĚĂŵĂŐĞĚǁŽƌŬ͕ĂŶĚƐĞƌǀŝĐĞƐŵĂĚĞŶĞĐĞƐƐĂƌǇďǇŽŶƚƌĂĐƚŽƌ ĚĞĨĂƵůƚ͘ d^<Ϯ͗WƌŽũĞĐƚůŽƐĞŽƵƚ WƌĞƉĂƌĞĚĞƚĂŝůĞĚƉƌŽũĞĐƚƉƵŶĐŚůŝƐƚƐĂƚĐůŽƐĞŽƵƚŽĨƚŚĞƉƌŽũĞĐƚ͘hƉŽŶĐŽƌƌĞĐƚŝŽŶŽĨĚĞĨŝĐŝĞŶĐŝĞƐ͕ ƐĐŚĞĚƵůĞ͕ĐŽŽƌĚŝŶĂƚĞ͕ĂŶĚĐŽŶĚƵĐƚĂĨŝŶĂůǁĂůŬͲƚŚƌŽƵŐŚƉƌŝŽƌƚŽƚŚĞĂĐĐĞƉƚĂŶĐĞŽĨǁŽƌŬǁŝƚŚƚŚĞ ŝƚǇ͘sĞƌŝĨǇǁŽƌŬ͕ƚĞƐƚŝŶŐ͕ĐůĞĂŶƵƉĂŶĚĚĞŵŽďŝůŝǌĂƚŝŽŶŝƐĐŽŵƉůĞƚĞ͘dǁŽǁŽƌŬŝŶŐĚĂǇƐĂĨƚĞƌĨŝŶĂů ǁĂůŬͲƚŚƌŽƵŐŚ͕ĐŚĞĐŬĂŶĚƐƵďŵŝƚĨŝŶĂůƉĂǇŵĞŶƚƌĞƋƵĞƐƚƐ͘ZĞǀŝĞǁĂŶĚĐĞƌƚŝĨǇƚŚĂƚƚŚĞŽŶƚƌĂĐƚŽƌΖƐ ƉƌŽũĞĐƚƌĞĐŽƌĚĚƌĂǁŝŶŐƐĂŶĚŽƉĞƌĂƚŝŽŶͬŵĂŝŶƚĞŶĂŶĐĞŵĂŶƵĂůƐĂƌĞĐŽŵƉůĞƚĞĂŶĚĂĐĐƵƌĂƚĞ͘ PSA25-3654FAC; Exhibit "A" (cont'd) Docusign Envelope ID: E9B60834-741A-447C-AF39-6D51E46B081C Jan. 14, 2025 Item #5 Page 28 of 39