HomeMy WebLinkAbout466669 BISHOP-BROGDEN ASSOC INC - CONTRACT - SOLE SOURCE - SS2019 BISHOP-BROGDEN ASSOCIATES INCProfessional Services Agreement
SS 2019 – Bishop-Brogden Associates, Inc. Page 1 of 12
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into the day and year set forth below, by and
between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter
referred to as the "City" and BISHOP-BROGDEN ASSOCIATES, INC., hereinafter referred to as
the "Professional".
WITNESSETH:
In consideration of the mutual covenants and obligations herein expressed, it is agreed by
and between the parties hereto as follows:
1. Scope of Services. The Professional agrees to provide services in accordance with the
scope of services attached hereto as Exhibit A, consisting of three (3) pages, and
incorporated herein by this reference. Irrespective of references in Exhibit A to certain
named third parties, the Professional shall be solely responsible for performance of all duties
hereunder.
2. Contract Period. This Agreement shall commence upon execution by all parties and shall
continue in full force and effect until December 31, 2019, unless sooner terminated as herein
provided.
3. Early Termination by City. Notwithstanding the time periods contained herein, the City may
terminate this Agreement at any time without cause by providing written notice of termination
to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the
termination date contained in said notice unless otherwise agreed in writing by the parties.
All notices provided under this Agreement shall be effective when mailed, postage prepaid
and sent to the following addresses:
Professional: City: Copy to:
Bishop-Brogden Associates, Inc.
Attn: Timothy Crawford
333 West Hampden Avenue,
Suite 1050
Englewood, CO 80110
City of Fort Collins
Attn: Matt Day
PO Box 580
Fort Collins, CO 80522
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
Fort Collins, CO 80522
In the event of any such early termination by the City, the Professional shall be paid for
services rendered prior to the date of termination, subject only to the satisfactory
performance of the Professional's obligations under this Agreement. Such payment shall be
the Professional's sole right and remedy for such termination.
4. Design, Project Indemnity and Insurance Responsibility. The Professional shall be
responsible for the professional quality, technical accuracy, timely completion and the
coordination of all services rendered by the Professional, including but not limited to designs,
plans, reports, specifications, and drawings and shall, without additional compensation,
promptly remedy and correct any errors, omissions, or other deficiencies. The Professional
DocuSign Envelope ID: BE68A701-6F84-4B77-9813-998B530F9842
Professional Services Agreement
SS 2019 – Bishop-Brogden Associates, Inc. Page 2 of 12
shall indemnify, save and hold harmless the City, its officers and employees in accordance
with Colorado law, from all damages whatsoever claimed by third parties against the City;
and for the City's costs and reasonable attorney’s fees, arising directly or indirectly out of
the Professional's negligent performance of any of the services furnished under this
Agreement. The Professional shall maintain insurance in accordance with Exhibit C,
consisting of one (1) page, attached hereto and incorporated herein.
5. Compensation. In consideration of the services to be performed pursuant to this
Agreement, the City agrees to pay the Professional on a time and reimbursable direct cost
basis in accordance with Exhibit B, consisting of one (1) page, attached hereto and
incorporated herein, with maximum compensation (for both Professional's time and
reimbursable direct costs) not to exceed Nine Thousand Five Hundred Dollars ($9,500).
Monthly partial payments based upon the Professional's billings and itemized statements of
reimbursable direct costs are permissible. The amounts of all such partial payments shall
be based upon the Professional's City-verified progress in completing the services to be
performed pursuant hereto and upon the City's approval of the Professional's reimbursable
direct costs. Final payment shall be made following acceptance of the Work by the City.
Upon final payment, all designs, plans, reports, specifications, drawings and other services
rendered by the Professional shall become the sole property of the City.
6. License. Upon execution of this Agreement, the Professional grants to the City an
irrevocable license to use any and all sketches, drawings, specifications, designs,
blueprints, data files, calculations, studies, analysis, renderings, models and other Work
Order deliverables (the “Instruments of Service”), in any form whatsoever and in any
medium expressed, for purposes of constructing, using, maintaining, altering and adding to
the project, provided that the City substantially performs its obligations under the
Agreement. The license granted hereunder permits the City and third parties reasonably
authorized by the City to reproduce applicable portions of the Instruments of Service for use
in performing services or construction for the project. In addition, the license granted
hereunder shall permit the City and third parties reasonably authorized by the City to
reproduce and utilize the Instruments of Service for similar projects, provided however, in
such event the Professional shall not be held responsible for the design to the extent the
City deviates from the Instruments of Service. This license shall survive termination of the
Agreement by default or otherwise.
7. City Representative. The City will designate, prior to commencement of work, its project
representative who shall make, within the scope of his or her authority, all necessary and
proper decisions with reference to the project. All requests for contract interpretations,
change orders, and other clarification or instruction shall be directed to the City
Representative.
8. Project Drawings. Upon request and before final payment, the Professional shall provide
the City with reproducible drawings of the project containing accurate information on the
project as constructed. Drawings shall be of archival quality, prepared on stable mylar base
material using a non-fading process to provide for long storage and high quality
DocuSign Envelope ID: BE68A701-6F84-4B77-9813-998B530F9842
Professional Services Agreement
SS 2019 – Bishop-Brogden Associates, Inc. Page 3 of 12
reproduction. "CD" disc of the as-built drawings shall also be submitted to the owner in and
AutoCAD version no older then the established City standard. The Professional
acknowledges the City is a governmental entity subject to the Colorado Open Records Act,
C.R.S. §§ 24-72-200.1, et seq. (the “CORA”), and documents in the City’s possession may
be considered public records subject to disclosure under the CORA.
9. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement
and every thirty (30) days thereafter, Professional is required to provide the City
Representative with a written report of the status of the work with respect to the Scope of
Services, Work Schedule, and other material information. Failure to provide any required
monthly report may, at the option of the City, suspend the processing of any partial payment
request.
10. Independent Contractor. The services to be performed by Professional are those of an
independent contractor and not of an employee of the City of Fort Collins. The City shall
not be responsible for withholding any portion of Professional's compensation hereunder for
the payment of FICA, Workers' Compensation, other taxes or benefits or for any other
purpose.
11. Subcontractors. The Professional may not subcontract any of the Work set forth in the
Exhibit A, Statement of Work without the prior written consent of the city, which shall not be
unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of
the City), then the following provisions shall apply: (a) the subcontractor must be a reputable,
qualified firm with an established record of successful performance in its respective trade
performing identical or substantially similar work, (b) the subcontractor will be required to
comply with all applicable terms of this Agreement, (c) the subcontract will not create any
contractual relationship between any such subcontractor and the City, nor will it obligate the
City to pay or see to the payment of any subcontractor, and (d) the Work of the subcontractor
will be subject to inspection by the City to the same extent as the Work of the Professional.
The Professional shall require all subcontractors performing Work hereunder to maintain
insurance coverage naming the City as an additional insured under this Agreement of the
type and with the limits specified within Exhibit “C”, consisting of one (1) page attached
hereto and incorporated herein by this reference. The Professional shall maintain a copy of
each subcontract’s certificate evidencing the required insurance. Upon request, the
Professional shall promptly provide the City with a copy of such certificate(s).
12. Personal Services. It is understood that the City enters into the Agreement based on the
special abilities of the Professional and that this Agreement shall be considered as an
agreement for personal services. Accordingly, the Professional shall neither assign any
responsibilities nor delegate any duties arising under the Agreement without the prior written
consent of the City.
13. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications,
reports, and incidental work or materials furnished hereunder shall not in any way relieve
DocuSign Envelope ID: BE68A701-6F84-4B77-9813-998B530F9842
Professional Services Agreement
SS 2019 – Bishop-Brogden Associates, Inc. Page 4 of 12
the Professional of responsibility for the quality or technical accuracy of the Work. The City's
approval or acceptance of, or payment for, any of the services shall not be construed to
operate as a waiver of any rights or benefits provided to the City under this Agreement.
14. Default. Each and every term and condition hereof shall be deemed to be a material element
of this Agreement. In the event either party should fail or refuse to perform according to the
terms of this agreement, such party may be declared in default.
15. Remedies. In the event a party has been declared in default, such defaulting party shall be
allowed a period of ten (10) days within which to cure said default. In the event the default
remains uncorrected, the party declaring default may elect to (a) terminate the Agreement
and seek damages; (b) treat the Agreement as continuing and require specific performance;
or (c) avail himself of any other remedy at law or equity. If the non-defaulting party
commences legal or equitable actions against the defaulting party, the defaulting party shall
be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees
and costs incurred because of the default.
16. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire
agreement between the parties and shall be binding upon said parties, their officers,
employees, agents and assigns and shall inure to the benefit of the respective survivors,
heirs, personal representatives, successors and assigns of said parties.
17. Law/Severability. The laws of the State of Colorado shall govern the construction,
interpretation, execution and enforcement of this Agreement. In the event any provision of
this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,
such holding shall not invalidate or render unenforceable any other provision of this
Agreement.
18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et.
seq., the Professional represents and agrees that:
a. As of the date of this Agreement:
1. The Professional does not knowingly employ or contract with an illegal alien who will
perform work under this Agreement; and
2. The Professional will participate in either the e-Verify program created in Public Law
208, 104th Congress, as amended, and expanded in Public Law 156, 108th
Congress, as amended, administered by the United States Department of Homeland
Security (the “e-Verify Program”) or the Department Program (the “Department
Program”), an employment verification program established pursuant to Section 8-
17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired
employees to perform work under this Agreement.
b. The Professional shall not knowingly employ or contract with an illegal alien to perform
work under this Agreement or knowingly enter into a contract with a subcontractor that
knowingly employs or contracts with an illegal alien to perform work under this
DocuSign Envelope ID: BE68A701-6F84-4B77-9813-998B530F9842
Professional Services Agreement
SS 2019 – Bishop-Brogden Associates, Inc. Page 5 of 12
Agreement.
c. The Professional is prohibited from using the e-Verify Program or Department Program
procedures to undertake pre-employment screening of job applicants while this
Agreement is being performed.
d. If the Professional obtains actual knowledge that a subcontractor performing work under
this Agreement knowingly employs or contracts with an illegal alien, the Professional
shall:
1. Notify such subcontractor and the City within three days that the Professional has
actual knowledge that the subcontractor is employing or contracting with an illegal
alien; and
2. Terminate the subcontract with the subcontractor if within three days of receiving the
notice required pursuant to this section the subcontractor does not cease employing
or contracting with the illegal alien; except that the Professional shall not terminate
the contract with the subcontractor if during such three days the subcontractor
provides information to establish that the subcontractor has not knowingly employed
or contracted with an illegal alien.
e. The Professional shall comply with any reasonable request by the Colorado Department
of Labor and Employment (the “Department”) made in the course of an investigation that
the Department undertakes or is undertaking pursuant to the authority established in
Subsection 8-17.5-102 (5), C.R.S.
f. If the Professional violates any provision of this Agreement pertaining to the duties
imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If
this Agreement is so terminated, the Professional shall be liable for actual and
consequential damages to the City arising out of the Professional’s violation of
Subsection 8-17.5-102, C.R.S.
g. The City will notify the Office of the Secretary of State if the Professional violates this
provision of this Agreement and the City terminates the Agreement for such breach.
19. Special Provisions. Special provisions or conditions relating to the services to be performed
pursuant to this Agreement are set forth in Exhibit D - Confidentiality, consisting of one (1)
page, attached hereto and incorporated herein by this reference.
DocuSign Envelope ID: BE68A701-6F84-4B77-9813-998B530F9842
Professional Services Agreement
SS 2019 – Bishop-Brogden Associates, Inc. Page 6 of 12
THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul
Purchasing Director
DATE:
ATTEST:
APPROVED AS TO FORM:
BISHOP-BROGDEN ASSOCIATES, INC.
By:
Printed:
Title:
CORPORATE PRESIDENT OR VICE PRESIDENT
Date:
DocuSign Envelope ID: BE68A701-6F84-4B77-9813-998B530F9842
Hydrogeologist
7/31/2019
Timothy A. Crawford
Assistant City Attorney ll
8/1/2019
City Clerk
Professional Services Agreement
SS 2019 – Bishop-Brogden Associates, Inc. Page 7 of 12
EXHIBIT A
SCOPE OF SERVICES
DocuSign Envelope ID: BE68A701-6F84-4B77-9813-998B530F9842
Professional Services Agreement
SS 2019 – Bishop-Brogden Associates, Inc. Page 8 of 12
DocuSign Envelope ID: BE68A701-6F84-4B77-9813-998B530F9842
Professional Services Agreement
SS 2019 – Bishop-Brogden Associates, Inc. Page 9 of 12
DocuSign Envelope ID: BE68A701-6F84-4B77-9813-998B530F9842
Official Purchasing Document
Last updated 10/2017
Professional Services Agreement
SS 2019 – Bishop-Brogden Associates, Inc. Page 10 of 12
EXHIBIT B
COMPENSATION
DocuSign Envelope ID: BE68A701-6F84-4B77-9813-998B530F9842
Official Purchasing Document
Last updated 10/2017
Professional Services Agreement
SS 2019 – Bishop-Brogden Associates, Inc. Page 11 of 12
EXHIBIT C
INSURANCE REQUIREMENTS
1. The Professional will provide, from insurance companies acceptable to the City, the
insurance coverage designated hereinafter and pay all costs. Before commencing Work
under this bid, the Professional shall furnish the City with certificates of insurance
showing the type, amount, class of operations covered, effective dates and date of
expiration of policies, and containing substantially the following statement:
“The insurance evidenced by this Certificate will not reduce coverage or limits and
will not be cancelled, except after thirty (30) days written notice has been received
by the City of Fort Collins.”
In case of the breach of any provision of the Insurance Requirements, the City, at its
option, may take out and maintain, at the expense of the Professional, such insurance
as the City may deem proper and may deduct the cost of such insurance from any
monies which may be due or become due the Professional under this Agreement. The
City, its officers, agents and employees shall be named as additional insureds on the
Professional 's general liability and automobile liability insurance policies for any claims
arising out of Work performed under this Agreement.
2. Insurance coverages shall be as follows:
A. Workers' Compensation & Employer's Liability. The Professional shall maintain
during the life of this Agreement for all of the Professional's employees engaged in
Work performed under this agreement:
1. Workers' Compensation insurance with statutory limits as required by
Colorado law.
2. Employer's Liability insurance with limits of $100,000 per accident,
$500,000 disease aggregate, and $100,000 disease each employee.
B. Commercial General & Vehicle Liability. The Professional shall maintain during the
life of this Agreement such commercial general liability and automobile liability
insurance as will provide coverage for damage claims of personal injury, including
accidental death, as well as for claims for property damage, which may arise
directly or indirectly from the performance of Work under this Agreement.
Coverage for property damage shall be on a "broad form" basis. The amount of
insurance for each coverage, Commercial General and Vehicle, shall not be less
than $1,000,000 combined single limits for bodily injury and property damage.
In the event any Work is performed by a subcontractor, the Professional shall be
responsible for any liability directly or indirectly arising out of the Work performed
under this Agreement by a subcontractor, which liability is not covered by the
subcontractor's insurance.
C. Errors & Omissions. The Professional shall maintain errors and omissions
insurance in the amount of $1,000,000.
DocuSign Envelope ID: BE68A701-6F84-4B77-9813-998B530F9842
Official Purchasing Document
Last updated 10/2017
Professional Services Agreement
SS 2019 – Bishop-Brogden Associates, Inc. Page 12 of 12
EXHIBIT D
CONFIDENTIALITY
IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to
this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been
informed that the City has established policies and procedures with regard to the handling of
confidential information and other sensitive materials.
In consideration of access to certain information, data and material (hereinafter individually and
collectively, regardless of nature, referred to as “information”) that are the property of and/or relate
to the City or its employees, customers or suppliers, which access is related to the performance
of services that the Professional has agreed to perform, the Professional hereby acknowledges
and agrees as follows:
That information that has or will come into its possession or knowledge in connection with the
performance of services for the City may be confidential and/or proprietary. The Professional
agrees to treat as confidential (a) all information that is owned by the City, or that relates to the
business of the City, or that is used by the City in carrying on business, and (b) all information
that is proprietary to a third party (including but not limited to customers and suppliers of the City).
The Professional shall not disclose any such information to any person not having a legitimate
need-to-know for purposes authorized by the City. Further, the Professional shall not use such
information to obtain any economic or other benefit for itself, or any third party, except as
specifically authorized by the City.
The foregoing to the contrary notwithstanding, the Professional understands that it shall have no
obligation under this Agreement with respect to information and material that (a) becomes
generally known to the public by publication or some means other than a breach of duty of this
Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the
request for such disclosure is proper and the disclosure does not exceed that which is required.
In the event of any disclosure under (b) above, the Professional shall furnish a copy of this
Agreement to anyone to whom it is required to make such disclosure and shall promptly advise
the City in writing of each such disclosure.
In the event that the Professional ceases to perform services for the City, or the City so requests
for any reason, the Professional shall promptly return to the City any and all information described
hereinabove, including all copies, notes and/or summaries (handwritten or mechanically
produced) thereof, in its possession or control or as to which it otherwise has access.
The Professional understands and agrees that the City’s remedies at law for a breach of the
Professional’s obligations under this Confidentiality Agreement may be inadequate and that the
City shall, in the event of any such breach, be entitled to seek equitable relief (including without
limitation preliminary and permanent injunctive relief and specific performance) in addition to all
other remedies provided hereunder or available at law.
DocuSign Envelope ID: BE68A701-6F84-4B77-9813-998B530F9842
√∇⊂⊆ ⇒⇔⇔ ⊂⊇⇑⊆
⊄⊆ √∇⊂⊆ ∪⊃⇔
⇔⇒⊄∨��⇔⇔�∅∅∅∅
∉⊆∠⇔⊇⇐∨⊆ ⇐∠∇⊄⇒⇐⊄
∇⇒∨∑
∉⋅∠∇∨ ∧⇒∩
⇒�⇐⌠�∇°⌠�∨♣↔∑⇒�⇐⌠�∇°∑
∨∫⇒√
⇒⇔⇔⊆∨⊂⊂∑
√∇⊂⊇⊆∨⊆�⇒�∑
√∇⊂⊇⊆∨⇔ √∇⊂⊇⊆∨⊆�⇑�∑
√∇⊂⊇⊆∨⊆�⇐�∑
√∇⊂⊇⊆∨⊆�⇔�∑
√∇⊂⊇⊆∨⊆�∨�∑
√∇⊂⊇⊆∨⊆�∧�∑
∉∠√⇐∅�∇⊇⇑∨⊆
∉∠√⇐∅�∨∧∧ ∉∠√⇐∅�∨∩∉
⊄∅∉∨�∠∧�√∇⊂⊇⊆⇒∇⇐∨ �⇔⇔�∅∅∅∅√√⊄⊂ �⇔⇔�∅∅∅∅
⇐∠∨⊆⇐√⇒�¬∨∇∨⊆⇒�√⇒⇑√√⊄∅
⇒⊇⊄∠∠⇑√∨�√⇒⇑√√⊄∅
⊇⇑⊆∨⇒�√⇒⇑
∨∩⇐∨⊂⊂�√⇒⇑
∪∠⊆∨⊆⊂�⇐∠∉∨∇⊂⇒⊄√∠∇
⇒∇⇔�∨∉∠∅∨⊆⊂�√⇒⇑√√⊄∅
⇔∨⊂⇐⊆√∉⊄√∠∇�∠∧�∠∉∨⊆⇒⊄√∠∇⊂���∠⇐⇒⊄√∠∇⊂���⊃∨⋅√⇐∨⊂�⇒⇐∠⊆⇔�⌠�⇒≈≈∂↔∂°±≥�⊆≡″↑×←�⊂…•≡≈♠≥≡⌠�″ƒ�≡�↔↔…•≡≈�∂≠�″°↑≡�←↓…≡�∂←�↑≡→♠∂↑≡≈
⇒⊇⊄⋅∠⊆√⊕∨⇔�⊆∨∉⊆∨⊂∨∇⊄⇒⊄√⊃∨
√∇⊂⊇⊆∨⊆⊂�⇒∧∧∠⊆⇔√∇¬�⇐∠⊃∨⊆⇒¬∨ ∇⇒√⇐�
∅���∇
∇���⇒
±≈↔°↑ƒ�∂±�∇⋅
⇒∇∅�∉⊆∠∉⊆√∨⊄∠⊆�∉⇒⊆⊄∇∨⊆�∨∩∨⇐⊇⊄√⊃∨
∠∧∧√⇐∨⊆�∨⇑∨⊆�∨∩⇐⊇⇔∨⇔◊
∨⇒⇐⋅�∠⇐⇐⊇⊆⊆∨∇⇐∨
⇔⇒⇒¬∨�⊄∠�⊆∨∇⊄∨⇔
⇐⇒√⊂∫⇒⇔∨∉⊆∨√⊂∨⊂�∨�°……♠↑↑≡±…≡ ∠⇐⇐⊇⊆
∨⇔�∨∩∉�⇒±ƒ�°±≡�↓≡↑←°±
∉∨⊆⊂∠∇⇒��⇒⇔⊃�√∇∏⊇⊆∅
¬∨∇�⇒¬¬⊆∨¬⇒⊄∨�√√⊄�⇒∉∉√∨⊂�∉∨⊆∑ ¬∨∇∨⊆⇒�⇒¬¬⊆∨¬⇒⊄∨
∉⊆∠⇔⊇⇐⊄⊂�∫�⇐∠∉�∠∉�⇒¬¬
∉⊆∠∫
∠⊄⋅∨⊆∑
∏∨⇐⊄ ∠⇐
⇐∠⇑√∇∨⇔�⊂√∇¬∨�√√⊄
∨�……∂≈≡±↔
⇒∇∅�⇒⊇⊄∠ ⇑∠⇔√∅�√∇∏⊇⊆∅�∉≡↑�↓≡↑←°±
∠∪∇∨⇔ ⊂⇐⋅∨⇔⊇∨⇔ ⇑∠⇔√∅�√∇∏⊇⊆∅�∉≡↑�……∂≈≡±↔
⇒⊇⊄∠⊂�∠∇∅ ⇒⊇⊄∠⊂
⇒⊇⊄∠⊂�∠∇∅
⋅√⊆∨⇔ ∉⊆∠∉∨⊆⊄∅�⇔⇒⇒¬∨
⇒⊇⊄∠⊂�∠∇∅ ∉≡↑�……∂≈≡±↔
∠⇐⇐⊇⊆ ∨⇒⇐⋅�∠⇐⇐⊇⊆⊆∨∇⇐∨
⇐⇒√⊂∫⇒⇔∨ ⇒¬¬⊆∨¬⇒⊄∨
⇔∨⇔ ⊆∨⊄∨∇⊄√∠∇
∉∨⊆ ∠⊄⋅∫
⊂⊄⇒⊄⊇⊄∨ ∨⊆
∨〉〉�∨⇒⇐⋅�⇒⇐⇐√⇔∨∇⊄
∨〉〉�⇔√⊂∨⇒⊂∨�∫�∨⇒�∨∉∠∅∨∨
√≠�ƒ≡←⌠�≈≡←…↑∂≡�♠±≈≡↑
⊂⇒¬√⊄⊄⇒�〉��
⇔∨⊂⇐⊆√∉⊄√∠∇⊂�⇐°±↔∂±♠≡≈�≠↑°″�∉÷≡�
↓↓≥∂≡←�°±��↓↑∂″↑ƒ�±≈�±°±∫…°±↔↑∂♠↔°↑ƒ�←∂←〉�⇒�⇑≥±×≡↔�∪∂♥≡↑�°≠�⊂♠↑°÷↔∂°±�↓↓≥∂≡←�≠°↑�¬≡±≡↑≥
∂∂≥∂↔ƒ�±≈�⇒♠↔°″°∂≥≡�∂∂≥∂↔ƒ〉
∉≥≡←≡�±°↔≡�↔•↔�⇒≈≈∂↔∂°±≥�√±←♠↑≡≈�←↔↔♠←�≈°≡←�±°↔�↓↓≥ƒ�↔°�∉↑°≠≡←←∂°±≥�∂∂≥∂↔ƒ〉
°≠�
⊂�
DocuSign Envelope ID: BE68A701-6F84-4B77-9813-998B530F9842
DocuSign Envelope ID: BE68A701-6F84-4B77-9813-998B530F9842
⇔∨⊂⇐⊆√∉⊄√∠∇�∠∧�∠∉∨⊆⇒⊄√∠∇⊂�≡≥°♦ ∨〉〉�⇔√⊂∨⇒⊂∨�∫�∉∠√⇐∅�√√⊄
∉∠√⇐∅
∇∠∇∫∠∪∇∨⇔
⊂⋅∠⊇⇔�⇒∇∅�∠∧�⊄⋅∨�⇒⇑∠⊃∨�⇔∨⊂⇐⊆√⇑∨⇔�∉∠√⇐√∨⊂�⇑∨�⇐⇒∇⇐∨∨⇔�⇑∨∧∠⊆∨
⊄⋅∨����∨∩∉√⊆⇒⊄√∠∇���⇔⇒⊄∨����⊄⋅∨⊆∨∠∧⌠����∇∠⊄√⇐∨���∪√���⇑∨���⇔∨√⊃∨⊆∨⇔���√∇
⇒⇐⇐∠⊆⇔⇒∇⇐∨���∪√⊄⋅���⊄⋅∨���∉∠√⇐∅���∉⊆∠⊃√⊂√∠∇⊂〉
⊄⋅√⊂��√⊂��⊄∠��⇐∨⊆⊄√∧∅��⊄⋅⇒⊄��⊄⋅∨��∉∠√⇐√∨⊂��∠∧��√∇⊂⊇⊆⇒∇⇐∨��√⊂⊄∨⇔��⇑∨∠∪��⋅⇒⊃∨�⇑∨∨∇�√⊂⊂⊇∨⇔��⊄∠�⊄⋅∨��√∇⊂⊇⊆∨⇔��∇⇒∨⇔�⇒⇑∠⊃∨��∧∠⊆�⊄⋅∨��∉∠√⇐∅�∉∨⊆√∠⇔
√∇⇔√⇐⇒⊄∨⇔〉���∇∠⊄∪√⊄⋅⊂⊄⇒∇⇔√∇¬��⇒∇∅���⊆∨∈⊇√⊆∨∨∇⊄⌠��⊄∨⊆��∠⊆��⇐∠∇⇔√⊄√∠∇�∠∧��⇒∇∅��⇐∠∇⊄⊆⇒⇐⊄�∠⊆��∠⊄⋅∨⊆��⇔∠⇐⊇∨∇⊄��∪√⊄⋅��⊆∨⊂∉∨⇐⊄��⊄∠��∪⋅√⇐⋅��⊄⋅√⊂
⇐∨⊆⊄√∧√⇐⇒⊄∨��⇒∅��⇑∨��√⊂⊂⊇∨⇔��∠⊆��⇒∅��∉∨⊆⊄⇒√∇⌠���⊄⋅∨��√∇⊂⊇⊆⇒∇⇐∨��⇒∧∧∠⊆⇔∨⇔��⇑∅��⊄⋅∨��∉∠√⇐√∨⊂��⇔∨⊂⇐⊆√⇑∨⇔��⋅∨⊆∨√∇��√⊂��⊂⊇⇑∏∨⇐⊄��⊄∠��⇒��⊄⋅∨��⊄∨⊆⊂⌠
∨∩⇐⊇⊂√∠∇⊂��⇒∇⇔��⇐∠∇⇔√⊄√∠∇⊂��∠∧��⊂⊇⇐⋅��∉∠√⇐√∨⊂〉���√√⊄⊂��⊂⋅∠∪∇��⇒∅��⋅⇒⊃∨��⇑∨∨∇��⊆∨⇔⊇⇐∨⇔��⇑∅��∉⇒√⇔��⇐⇒√⊂〉
⊄⋅√⊂�⇐∨⊆⊄√∧√⇐⇒⊄∨�√⊂�√⊂⊂⊇∨⇔�⇒⊂�⇒�⇒⊄⊄∨⊆�∠∧�√∇∧∠⊆⇒⊄√∠∇�∠∇∅�⇒∇⇔�⇐∠∇∧∨⊆⊂�∇∠�⊆√¬⋅⊄⊂�⊇∉∠∇�⊄⋅∨�⇐∨⊆⊄√∧√⇐⇒⊄∨�⋅∠⇔∨⊆〉�⊄⋅√⊂
⇐∨⊆⊄√∧√⇐⇒⊄∨�⇔∠∨⊂�∇∠⊄�⇒∧∧√⊆⇒⊄√⊃∨∅�∠⊆�∇∨¬⇒⊄√⊃∨∅�⇒∨∇⇔⌠�∨∩⊄∨∇⇔�∠⊆�⇒⊄∨⊆�⊄⋅∨�⇐∠⊃∨⊆⇒¬∨�⇒∧∧∠⊆⇔∨⇔�⇑∅�⊄⋅∨�∉∠√⇐√∨⊂
⇑∨∠∪〉�⊄⋅√⊂�⇐∨⊆⊄√∧√⇐⇒⊄∨�∠∧�√∇⊂⊇⊆⇒∇⇐∨�⇔∠∨⊂�∇∠⊄�⇐∠∇⊂⊄√⊄⊇⊄∨�⇒�⇐∠∇⊄⊆⇒⇐⊄�⇑∨⊄∪∨∨∇�⊄⋅∨�√⊂⊂⊇√∇¬�√∇⊂⊇⊆∨⊆⊂⌠�⇒⊇⊄⋅∠⊆√⊕∨⇔
⊆∨∉⊆∨⊂∨∇⊄⇒⊄√⊃∨�∠⊆�∉⊆∠⇔⊇⇐∨⊆⌠�⇒∇⇔�⊄⋅∨�⇐∨⊆⊄√∧√⇐⇒⊄∨�⋅∠⇔∨⊆〉
√∉∠⊆⊄⇒∇⊄∑�√≠�↔•≡�…≡↑↔∂≠∂…↔≡�•°≥≈≡↑�∂←�±�⇒⇔⇔√⊄√∠∇⇒�√∇⊂⊇⊆∨⇔⌠�↔•≡�↓°≥∂…ƒ∂≡←�″♠←↔�•♥≡�⇒⇔⇔√⊄√∠∇⇒�√∇⊂⊇⊆∨⇔�↓↑°♥∂←∂°±←�°↑�≡�≡±≈°↑←≡≈〉
√≠�⊂⊇⇑⊆∠¬⇒⊄√∠∇�√⊂�∪⇒√⊃∨⇔⌠�←♠∝≡…↔�↔°�↔•≡�↔≡↑″←�±≈�…°±≈∂↔∂°±←�°≠�↔•≡�↓°≥∂…ƒ⌠�…≡↑↔∂±�↓°≥∂…∂≡←�″ƒ�↑≡→♠∂↑≡�±�≡±≈°↑←≡″≡±↔〉�⇒�←↔↔≡″≡±↔�°±
↔•∂←�…≡↑↔∂≠∂…↔≡�≈°≡←�±°↔�…°±≠≡↑�±ƒ�↑∂÷•↔←�↔°�↔•≡�…≡↑↔∂≠∂…↔≡�•°≥≈≡↑�∂±�≥∂≡♠�°≠�←♠…•�≡±≈°↑←≡″≡±↔←〉
⇐∠⊃∨⊆⇒¬∨⊂ ⇐∨⊆⊄√∧√⇐⇒⊄∨�∇⊇⇑∨⊆∑ ⊆∨⊃√⊂√∠∇�∇⊇⇑∨⊆∑
⇐∨⊆⊄√∧√⇐⇒⊄∨�⋅∠⇔∨⊆ ⇐⇒∇⇐∨⇒⊄√∠∇
ϖ�∫�⇒⇐∠⊆⇔�⇐∠⊆∉∠⊆⇒⊄√∠∇〉�⇒≥≥�↑∂÷•↔←�↑≡←≡↑♥≡≈〉
⇒⇐∠⊆⇔���⊄•≡�⇒⇐∠⊆⇔�±″≡�±≈�≥°÷°�↑≡�↑≡÷∂←↔≡↑≡≈�″↑×←�°≠�⇒⇐∠⊆⇔
⇒⇐∠⊆⇔⊄ ⇐∨⊆⊄√∧√⇐⇒⊄∨�∠∧�√⇒⇑√√⊄∅�√∇⊂⊇⊆⇒∇⇐∨
⊄↑♥≡≥≡↑←�√±≈≡″±∂↔ƒ�⇐°″↓±ƒ�°≠�⇐⊄
⇑≡↑×≥≡ƒ�√±←♠↑±…≡�⇐°″↓±ƒ
⇐•↑↔≡↑�∠×�∧∂↑≡�√±←♠↑±…≡�⇐°″↓±ƒ
��
⊇⊂√�√±←♠↑±…≡�⊂≡↑♥∂…≡←⌠�⇐
∉〉∠〉�⇑°♣�
∨±÷≥≡♦°°≈⌠�⇐∠��
�∫
�∫
⇑∂←•°↓∫⇑↑°÷≈≡±�⇒←←°…∂↔≡←⌠√±…
�∪〉�⋅″↓≈≡±�⇒♥≡〉�
∨±÷≥≡♦°°≈⌠�⇐∠��
⇒∩
∩
♣
♣ ♣ ∏ �� �� ⌠⌠
⌠⌠
⌠
⌠⌠
⌠⌠
⌠⌠
⇐
∩ ∩
♣ ♣ ⇑⇒ �� �� ⌠⌠
⇑ ∉↑°≠≡←←∂°±≥
∂∂≥∂↔ƒ
⇐≥∂″←�≈≡
⇒∨⇐ �� �� ⌠⌠�↓≡↑�…≥∂″
⌠⌠�±±≥�÷÷↑〉
⇒←�↑≡→♠∂↑≡≈�ƒ�♦↑∂↔↔≡±�…°±↔↑…↔�°↑�♦↑∂↔↔≡±�÷↑≡≡″≡±↔⌠�↔•≡�≠°≥≥°♦∂±÷�↓↑°♥∂←∂°±←�↓↓≥ƒ�←♠∝≡…↔�↔°�↔•≡�↓°≥∂…ƒ�
↔≡↑″←⌠�…°±≈∂↔∂°±←⌠�≥∂″∂↔↔∂°±←�±≈�≡♣…≥♠←∂°±←∑�⊄•≡�⇐≡↑↔∂≠∂…↔≡�⋅°≥≈≡↑�±≈�°♦±≡↑�↑≡�∂±…≥♠≈≡≈�←�⇒♠↔°″↔∂…
⇒≈≈∂↔∂°±≥�√±←♠↑≡≈←�≠°↑�°±÷°∂±÷�±≈�…°″↓≥≡↔≡≈�°↓≡↑↔∂°±←�♠±≈≡↑�¬≡±≡↑≥�∂∂≥∂↔ƒ�⇔≡←∂÷±↔≡≈�√±←♠↑≡≈�♠±≈≡↑
⇒♠↔°″°∂≥≡�∂∂≥∂↔ƒ�♠↔�°±≥ƒ�♦∂↔•�↑≡←↓≡…↔�↔°�≥∂∂≥∂↔ƒ�↑∂←∂±÷�°♠↔�°≠�↔•≡�∇″≡≈�√±←♠↑≡≈�♦°↑×�↓≡↑≠°↑″≡≈�°±
≡•≥≠�°≠�↔•≡�…≡↑↔∂≠∂…↔≡�•°≥≈≡↑�±≈�°♦±≡↑〉�⊄•≡�¬≡±≡↑≥�∂∂≥∂↔ƒ�±≈�⇒♠↔°″°∂≥≡�∂∂≥∂↔ƒ�∂±←♠↑±…≡
⊂≡≡�⇒↔↔…•≡≈�⇔≡←…↑∂↓↔∂°±←
⇐∂↔ƒ�°≠�∧°↑↔�⇐°≥≥∂±←�∫
∉♠↑…•←∂±÷
∉∠�⇑°♣�
∧°↑↔�⇐°≥≥∂±←⌠�⇐∠��∫
°≠�
⊂�
⇐≥∂≡±↔∑� ⇑√⊂⋅∠⇒⊂⊂
∇⇑⊕∉
°≠�
⊂�
DocuSign Envelope ID: BE68A701-6F84-4B77-9813-998B530F9842