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22-0215_JHC AQUISITIONS, LLC_D1_Attachment_3January 28, 2022 BY ELECTRONIC MAIL City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attention: Ben Siegel CBRE Re: Exclusive Representation Agreement City of San Juan Capistrano, 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 Dear Ben: Thank you for selecting CBRE, Inc. ("CBRE", "us", "we", "our") to represent the City of San Juan Capistrano (`you", `your") in connection with your interest in acquiring the real property described in Exhibit A, attached hereto (the "Requirement"). The terms of this engagement are contained in this agreement ("Agreement"). 1. This Agreement shall terminate one year after the above date ("Term"). 2. During the Term, you appoint us as your exclusive agent to represent you in fulfilling your Requirement, which may include a transaction at your current premises. If you acquire property, you agree we will remain your exclusive agent for your acquisition of any other space in the same building during the Term and for two years thereafter. 3. We will commit the appropriate number of qualified and licensed professionals to this engagement. Your "Rep Team" is comprised of Rick Warner and lily Legasl2i. Subject to your approval, we will have the right to change members of the Rep Team as we deem necessary and appropriate,. The Rep Team shall owe you duties of trust, confidence and loyalty. 4. We will research, present properties which may be suitable for your Requirement, negotiate on your behalf, analyze and advise on each offer and counteroffer, and work with you and your counsel to prepare purchase and sale or lease documents. However, it is your right to: (a) approve, modify, reject or disapprove any and all offers and counter-offers as well as any prospective properties or owners and (b) adjust the terms and conditions of any offer made. 5. The success of this engagement relies, in part, on cooperation and communication between you and CBRE. Therefore, you agree to: (i) provide us with all available information to assist us in locating properties for your Requirement; (ii) immediately refer to us all inquiries or offers for your Requirement; and (iii) conduct all negotiations with prospective sellers, landlords or other relevant parties exclusively through us. 6. You and/or your legal counsel are solely responsible for determining the legal sufficiency of any documents to be executed by you in any transaction contemplated by this engagement as well as the tax consequences of any such transaction. You agree to investigate independently any property as to its value, present and future zoning and environmental matters affecting the property, its condition, and its suitability for your intended use. While we may assist you in gathering reasonably available information, we cannot represent or warrant the creditworthiness of any prospective landlord or seller or their ability to satisfy their obligations. All final business and legal decisions shall be made solely by you. Notwithstanding any designation of us as "agent" in this Agreement, ATTACHMENT 3 we will have no right, power, or authority to enter into any agreement with any prospective owner, real estate broker or any other person in the name of, on behalf of, or otherwise binding upon you. CBRE will seek a commission only from the owner, seller, landlord, sublandlord or assignor of a leasehold interest (collectively as used in this agreement, "Owner"). You agree not to acquire any property unless and until the Owner (or its broker) agrees in writing to pay us an acceptable market commission. Market commission is not less than 4% nor greater than 7.5% of the gross rent. We will earn a commission in accordance with this Agreement if any of the following occur: (a) during the Term, you acquire any property or part of a property whether identified by us, you or anyone else; (b) within one hundred twenty (120) days after the expiration of the Term or after the Agreement otherwise terminates (the "Post Term"): (i) you acquire any property (or part thereof) for which we have either directly or indirectly negotiated on your behalf or any property we presented and submitted to you prior to the end of the Term (each a "Registered Property"); or (ii) you enter a contract to acquire any Registered Property, regardless of when you actually acquire it; or (iii) negotiations continue, resume, or commence leading to one of the foregoing events during the Post Term or thereafter. You agree that CBRE is authorized to continue negotiations with owners of Registered Properties, and we will submit to you a list of such Registered Properties within fifteen (15) business days following the expiration or termination of the Term; provided, however, that if you have submitted a written offer or proposal to acquire a property prior to said expiration or termination date, then it shall not be necessary to include that property on the list; or (c) an Owner transfers an interest in the partnership, corporation or other business entity that owns the property, whether by merger, outright purchase or otherwise, in lieu of a purchase of a property, and applicable law does not prohibit the payment of a commission in connection with such sale or transfer, the commission shall be calculated on the fair market value of the property, rather than the gross sales price, multiplied by the percentage of interest so transferred, and shall be paid at the time of the transfer. For purposes of this Agreement, "acquisition" or "acquire" means: (a) to lease, sublease or accept assignment of a leasehold interest in a property; (b) to purchase a property; (c) to make an exchange for a property; (d) to obtain an interest in an entity which has an ownership interest in a property in lieu of a purchase or lease thereof; (e) to obtain an option to purchase or lease a property; (f) to enter into a contract for a build to suit; and/or (g) to obtain a note or debt instrument secured by a property. 8. The Rep Team are your designated agents to the exclusion of all of CBRE's other licensees. All other CBRE licensees shall be referred to as "Non -Rep Team Agents" and shall be considered "Cooperating Brokers." You acknowledge that we are an international brokerage firm and that we may represent owners, thereby creating a dual agency. You hereby consent to our representation of such other parties. You acknowledge that Non -Rep Team Agents owe duties of trust, confidence and loyalty exclusively to their clients. In the event that CBRE has a potential conflict of interest (such as CBRE proposing to act as a dual agent), then we will disclose the conflict to you and obtain your written consent to the conflict in advance of any negotiations with that owner. The Rep Team and Non -Rep Team Agents shall not disclose the confidential information of one principal to the other. 9. While we are confident that this relationship will be mutually satisfactory, the parties agree to resolve any disputes subject to the following: if either party institutes a legal proceeding against the other party relating to this Agreement, the prevailing party shall recover from the non -prevailing party all of its (i) reasonable attorneys' fees and costs, (ii) expert -related fees and costs and (iii) Rev O 1/2018 CA 2 other related expenses. No party will be entitled to punitive, special and/or consequential damages, and we each waive all rights to and claims for relief other than for compensatory damages. 10. You and CBRE agree to comply with all applicable laws, regulations, codes, ordinances and administrative orders governing each party's respective participation in any transaction contemplated by this Agreement. II. This Agreement is the entire agreement and supersedes all prior understandings between you and CBRE regarding this engagement. The Agreement is governed by the laws of the state where the property is located, without regard to its conflict of laws principles. This Agreement will be binding and inure to the benefit of your and CBRE's lawful representatives, heirs, successors, designees, and assignees. It may not be altered or terminated except in a writing signed by both you and CBRE. Neither party's failure to exercise any of its rights under this Agreement will relieve the other party of its obligations hereunder. Nothing herein is or may be deemed a waiver or full statement of any of either party's respective rights or remedies, whether at law or in equity, all of which are expressly reserved. If any provision of this Agreement is unenforceable or void under applicable law, the remaining provisions will continue to be binding. This Agreement and the rights, interests or obligations created hereunder will not be assigned by either of the parties without the prior written consent of the other party. Each party agrees that each has participated equally in the negotiation and drafting of this Agreement. You acknowledge that the person signing this Agreement on your behalf has your full authority to execute it. This Agreement will be binding whether signatures are exchanged electronically or by hand, mail, fax, electronic transfer or image, photocopy or in counterparts. Thank you again for this opportunity. We look forward to working with you. Very truly yours, CBRE, Inc. Licensed Real Estate Broker f7ocuSigned by: By: K& ( m1�1a�vrn y Nae: Ric arner j Lie. 00645389 Title II �u*QAiavPresident By: 6Wf Sf rXSMA "4, Name: urt trasmann Title: Executive Managing Director AGREED: City of San Juan Capistrano Bv: Name: Ben Siegel Title: City Manager Rev 01/2018 CA EXHIBIT A -- Requirement The real property in which you are interested may be generally described as follows: (a) General Type: General Office Use — temporary location for City Hall (b) Approximate Size: Approximately 10,000 SF (c) General Location: Within the City limits of San Juan Capistrano (d) Preferred Type of Transaction: Lease (e) Price Range and General Terms: TBD (f) Other Criteria: Lease term 18-24 months Rev 01/2018 CA CBRE Please note that the terms -Seller- and "Buyer- are dented by tire CA CJNI Code to Include a lessor and lessee, respectively. Jfyou are rhe Shcav'sAgaK- you musk deliver the form to the sellcrAcssor before entering into Ole listing otgreemall. {fyeu arelheBu)rr'sAgenf -you muA deliver the foml to the buyedlessce as soot) as The lwyevles-ce seeks your services, but in any event before the buyerlessee SIanS an offer - DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP TAF raphhtdby the Civil Cok) Wherry- ewer intoe di -4.n witho real aside agM reaanling ■ Tal trade traosactim, you deould Som the r Lard undasardwhat type of agency relationship a reprerMatioa you wish to have with The agM in The Transaction SELLER'S AGENT A Septi agew undera listhhg agreemrnl with the Seller ads ore the agerd fa The Stiller only. A Seller'sagent a a cub.S M of tbat aged Imiln fotowfng affirmdice "juitiow: To the Seller, A fiduciary duty efdmost cue, inlegfty,honesty, and loyalty in dealings with the Sellas. To the n"er ams the Sdkr. (a) Diligent exercise ofros a unible iTll and aro in pMormorce utThe agM's dntia, (b) A defy of boost aW f it dedioq audgood laidL (c) A Auly to drdae all fads krawn to Bre agnd rharleddly all Itng are value a dkdnhility ofiheprdyalythat are not krawn lo, a within Ih<6ligml tllMidn and rAnenatim 04 the .artier, An agenl is not Oblivated to reveal to either party any confidemial information obtained hom Bre other party that does notinvolw the affirmative drdia sat forth above, BUYER'S AGEaI [ A Buyer's &treat cat with a Buyet a contM, agree To ad at agent fa The Buyer only, to Were simdions,the &gal is not the SNItt a agM, evert i[by ageemM the aged may receive compasatim for -vices rendered, eillrei is Bdl or to pad hon We Seller. Aa &gen(riding only for a Buyer has The fultowiup Merril" odig&fidms: Todu Buyer: A fidhduy duly of aimed are. integrip•,honesty, and loyalty in dealings with ale Bu)W To the Brayer ward We Seger, (d Diligent extedse of eaInto ade di'g and are iu pedosumc. of the agM%duties. (b) Addy ofhamar and OTr dealing not gwd.faill. (c) Adutyto disclose all Ods lrwrwn In de agM materially affecting the calve a dcohri wilily of the property that as runt known l4 a within The diligent attention and Observation of, the parties An agent is not ddAigated to reveal lu tithe. party any <cnfidsrlial infamafim dbfirmcd ham the other tarty Thal does owl involve the affhnnatim defies set forth above. AGENT REPRESENTING BOTH SELLER AND BUYER A ml estate aged, either acting dreclly a Through We or wort adevpersons and I—Leq it—l&ks, cora kpslly W Ph, apmi of bOM The Sella and The Buy. in a Ia—clion. but mly with the Lmoerlerlgr and sand ofboth We Sellers and the Buyer. In ■ dual agency pit na[jtar, iht agent Inn thr Pollen iron aftemmve ddlgaliaov Tn hath Thr 5e11rm orad Thr Buyer (al A fiduciary duty of utmost care, inlegity, fi—ty, and loyalty in the datinlPs with dth. The Seller a the Byer. (b) Other ditlia a the SeB. and [he Buy. as dated above in tbcir respective srdldas, In representing both Sea. and Bwer, a dud agM may net, without the aprna permission of the respective party. disclose to the other party ronfirfMlal information, includna. but not limiled la: Ada relating to elllwr the Buyer's a Steer's Soancid podlim, motvatioaq bagaiuing padlion a clber lKi nod information Thal may ImpM price, iodudiog to Scdler's whim oat toaaa tapdce Turanian the losing palm athe Bnya'a wilfisogpi w to pay. price greater ltarn The prior offered- SELLER fferedSELLER AND BUY KR RE.SPONSnmLt rffA Either The pachm agreement a a ve wale document wig cmlam a cnninnalion of wlich agent is mepr—aligR you aW whclher that &gen[ Is myrese ding you atcluaivMy in the tramartion a ading a a dal agent Flcax pav atlemion to t W t cmfinoafion to make wre i[ rcaaatciy rt0et0 your mdeataMog dour agM'& mle The above domm ornw agM ins ral estate hasacllon do nor reteve a Sailer a Bhrya L oar tie rapmiibitfy m praed bis a h. own iwereati You should arefutly read all agreements to &save Thal they adkdpnlely exprers ynYr unrkrstandng oflhe tranwction Ahad Male ag<rM1 Ir a Iheaon dphalified To adviYe &bad nal nide, Illegal a tax arh•ia is dkdrtd, cvnmll a competent professional. Hyor are a Buyer,ya lave the duly to sada reasonable cart to protect yoaself. Including as to Those OcU abort the properly' which we "torn to you or within your dIDIgM attention and Obuntim. Both Sellers andBuyera dnald aboogly mnader Obtaining lax advice frau a cmptowl profeaiood because the federal and tittle tax cartepuencta of ■ transaction an be dm.pltx and oP4 M to change. "irnighod y—mal property transadion yds may reale more Ihan ane dacloarre form, dependgg own the number of agmb •striding in the tnnrsction- The law rcdlmira each agent with whm you have mare tarn ..—I relationship to present you with ids di.•clost re Com You rhodd rcarlile omtewa each lime B is praemed [o you, corWdtring the rtiahansmip between yms and the real este agM in your spedfic Transaction This dadosurt form includes the provisions of Sections 20'9.17 to 20'9.14, inclusive, of Bre Civil Code ret forth m The reverse hereof. Rad ill carefully. "IW. TN,-. Agent Seller gale;eraUa or Broker Aaodalt, U any (Slip -one) iDnte) 9e0er(4lyafarn (Date) Sal.peraonnor Broker Asserba , H any (Printed NYme) SdBer(Prinkd NYve) Rev 01 /2018 CA 2079 11. Ar used i.Secisw 710'9.7 and 207914 to 207924,induri-,lb, fellowingterror base dee following me®sops: (a) 'Agar' mean . person acsirg undid. pmiions of yd.9 (..norm i.g with Section 19�! in. rd pnhp.ry amsacims and indude, a p-- win is li.<ased as . red <slre broker u,ds, (3rpttt3(commerciy with Section 10130)of Put of Dis14-4 afthe Oruincss rsdl4of lusty Code, and -der inose license.lasting is <accused. moffa I. p.cbuci, nb,.i.d 71. .1" in the red property trane.etim besot r<rponsibibp• 1'q thr ago', rWcw-- olbroker —6.1 s wix perform .s again of We .gem '41— . ulesp—. hoka —.eine oxer . duty W my principal. w to my buyer ere cdlosho i, aor a pindpd. in ...d propery rrw..ien that duty i, <gd.al.ol to do duty ...dt. that part), by the broker for wfi— die sdcp— or broker ssmale functions (b) "Buy a mens .—r— in .real pnperty aw,moq and indsd<, , p.— who -cerci,, m oRa Ie p—hase rid prepay fiom . sdl. &—gh - yea err who seeks she ser ic- of - (d) 'Dud fm(d)'Dud aged' m.anc m yert acting, cisbw dirccdy m drough a dnpaw or broker associate, n aped for both ncc odic, and she buM in a red property uam actimu. (1)'listiog agre®at"nww. widen eantr.gbetween .s&,,ofrd popsy -d all yen• bywhide sheag—herr been rahui..dt. n0 Out real property. to find m obtain. buy., including rendering usher—i... f alai& . red ntd. license i. rcquised ie the .tier ga—W to she rerrnc orale yrcrnsas. M -Seller', .gsv' mets . perm rbo los obtained slim g of rd prepay ro M u soh agent for c -4--- (g) 'IiAojl -4--m(g)'IiAojl prirc' is d..mood-pr—d is dollar p<cifi,d in the listing fen wbieb W<.dla is willing to sell do nal ptopaty through the wllceo .gent. (b) "Offeriy price' is the roman asp ll.cd in dollars peefied in m eft to pu<hue for which the boyar is willing to bvy the red property. f)) -Offer to psmtase' m.mc. wibm cod.acr e:cau d by . buyer acting though .boyo', stat that ba.orur the <gstr.a for the de of th. nal psopasy up- —ept-,c by th. 4- 01 -Rd propasy^ mems my edss. specified by n"vision (1) -(2) ofS.s6-761 is popery, sod include. (1) cisgi.•f-ily,midm id property, (4).mltinril reddmial property xitb some tl® f dwelling "se, (3) coua ereid real popan, (4) vacua ltd. (S) a gromd lease coupled with imp crol, or (6) a nwmrrarued home .a dcfimd in Seed= 1 N107 of shy Health. and Safety Cad<,a.moWcbosaas defined i.Smfia18"nfd,. Hdth.nd Safcy Cn.dc.fim offend f sde or sold Ooough an.ged pe.urd to she mbniry cordned in Session 10131,6 of rb<Ihi,m and F1oGssiom Code. (1) "Rd prepem inatactiod meson a transaction for the W. of real property is, which an yen is r-ie,rd by. buyer, sella, or bad, . buyer tad salla to W in that U-saetim rmd includes a tilting q an afro so P-d— (1)'WI,-'d<; a'sol& cf—to.trwa<fion forlas transferofnd property fimn ths,e0er,o she buyer, rd include.ndh-ge, of real property ben—the sdl- and buys, sr.n.edons forshe —tion.f. red propesry dg eadmct within rte rncmi., of cu. 298!, sod tr.w.cties, fn the enation mf.l... ehdd ..adisg one year. dals.6— fm) "Selke mew dw hsossfiwur in a nd property n.n.,n.y rd sndude.., .wiese.h-, lists red popery nidi m alum, whohcs mr net a trotter, resdu, "i, reeci•es an offer to p rahut rd property ofwlidh he .she is 6. owner hem -agent mbehdl ofaa dwr.'Shcd'includes boli. —dor and• lessor of nd popsy (n) "Buyers ague mew m ago who r.prerer,k a bye in • rd properly halus"on 2079 14, A .elle'. yen and b./t?, .gcm shall pnyidt he sell. and h.M in a real prepay r. .6 wish . <.py of the diadea sc faint p..ifi<d in S,,tim +.10'916, and, rail eMain . signed ackmxledgmm of nseipa fium di.(edlar sod boyar, veep as posided in Sgtien 279791 y, .. fallow: (a) 7lnc seller's sent. ifam, shill protide she dsdn.ue! kthe allies prim to maing into she listing yrccmerd. (b) Ilse buyced agent shall provide the di.dem< f to do buyer a seen u practicable prim to eaearim orthe buyers Wc, to packnc. If she offer to paduasc i, net prepared by the Mads ago., dee buyer's ago shall pr- at the dinlwuc faro to the buyer not Ise s dim the tsar bncincn dry .da rec.a.iq the offer t. purchase figo he buy - 20791Y. fn rysnrswunce in abieh city adla orbya Kline to am m,clmd.dgneN ofreccip posn,m In Scctigh27979.14,dw ago slWlaa fonh,dga wldye•wiaa dede.>man oftlx d<u ofubs refund 207917, (a) A,,oa upncti<ablc, she 6,TWg agent Wdi,dm< to she buyer and sella whcther the aged is acting in the real property tsvaaaimas theburers agma, a a a dud stool representing bah die buyer and dt. a11-'Ibi.,".,lip .ball be —firmed in she eom.el to pudnn .ad .Ilmad pepcv y ear in • sepaec wtitiag —cussed or ask—iedg,d by the seller, the buys, d the buyd..g— prior to. eancidm win n."— of dW camas, by d. buyer and dee re0er, uespectisdy. (b) As soon as paeki<abk, dw eller s agent doll disdo.e to the aaa mels, the sclkea ago is acting in die rd property'transaction as she milers agtM oars , dud yeM retreseni.g boli dx byv ted ,eller Thi, m1mionslip dull be cmfitmed in do emmu so pact— and sell red propaty aria , sepwe writing m.m,d a ac6nwi,dged by thc sailer rd h, sell e, stat pin to . -4.6dem sviW the .—h- of d* emarotl by Me filer. (c) lbc confirm tion seltitod by -!A itims (.) and (b)d.11 be in she following form SAaIPLE ONLY- DO ;107 FML OUT __.........—....._.._..... .._ is the broke of (.hc k enc): i. (deeds earl: 1 tlx yes: m Agent (] both sbe bye and seller (dud (a sc.. n hake u.ociale) ergo) (Its boli heBya'r and Sencecrs Agerd (dwlyad) soh. brokerof (deck ency is (cited: ease): t Mdse bsoF'a [ IdieByare Ago (dcapenm gbroker a,sods<) l lbell tl.byer and .11,,(dwlagenO ( lbmbd.11ya'aandShca',Agm(hd.g-0 lbs &rtlomn oral eo.finrs�a required hap• aids ,unto Jhdl be in adrkri,xr a tlhc dimdgsve rcgndrcd by Seeder 2079.14 M apcd'a dory b protide hsdomc mdeonfimsotien of sepreteraatia in din e.stim rssoy bepd xd by. red Mode d.spa.m mbrakesumci.k.ffiliu,d with shat broke 36'19,19- '1}s. p•ysMut acicag--i,m son it. M4.6— pre' caepaweirh m m stet, by der ell h.'be}.<!s sow rr. Ty dlaws4n.6se uf. prtiadx pnrs7•sSrsrwnliy between -agent ad the .fila -kuyv. A fi.ti erg agna sed a ,dhra anent may qh rs s., .),aa. m.<.nps.,.6an q m,wini oo pi[ rr try rigbi ten son• eaer*mssaeoa a <a,m rim fare wlf di m obit [aim atter u res tchitafaeel ad.t tr.a.ru.,u. eml the Iona of „soy such.grcenrai Jad1 swts,.uwarily be des—mali—(.p.mudr td anahly< 20'79!7 Hording m sits orale perr>ar m.g•K from .deenn[- n • eov,itiao of tlue agad'a essgleymml. • p<cifie ! of agrney rdatiauuhip von spreiGeaOy prohibited by alis solid. i(tbe regnirienaas of �seian'L07.14 oral Socd on_II: 1.1T re eaup5,d wi,h MN—IL (.IA dud a[aa a.y n.s rid-- d. rapr.n"nork4en ofshe.alter, dndece,. 0. bu.uran,c u'Hau,d t ore lbc.rit_ Ib) A AW ap.ut snx•w+. -4,wa dw nprg., is.ien n(IN fay-. A..t•ns m he asp -.11-94-1 ksfeernai- foo, dt hgcr. fel Y.nGdenddlnlmmuatiao ,srmsFsu.tdNngle th,cyan's Faumaid pnriGna ns.S h.e;wst,brpinirr nr�J+"•� ••s �ab.s pen �nrl i,hlwmasi an rf,r nayitrgw pri«, ,uehuthe .dlttis willing xeep}r price leu dm the feting pie<re the boyo is wrllirgb pwagriea Mrru d,rt dee pine xi[ard (dl nil section deg ort It. in any way h, duty m npnmibihy of a dad ago to son' principal with napes, ro confhdcdial infum.um, aha than pies. 879-.9.22, ti nJiag in Was elide precludes .silo's yet Gam also beiag o buya'i agar. Ifo cella erbuya in a vans—ion donnes to not be mpsco.drd by m ago. that docs wt of itself, make Ik..Nt . dud mud 207923. (a) A ,moats between the psiubpd and ageu r4y his nw4 fi tel •e alic,ed sen dhasgc fix aeency rcluiomlip u my time b.fon city pa(mhuhee of tlw ser wird, is 16, obj.d of ice vary with it, wHaa coram of she parties k the,rfmy relsiuukip. iWALader or.n c,..6--Rmyr.keeltq id. k.—MA rrw.of.ua—u-of«dI.,—'.uteyes wtNc pan, stulodnhg adidting fix asks pin, dollwas mp:nr, as. aordni.,a mlmesisg sops laubl. rppe,tui o(dx lrmsa<ion. cite hemeewu arliaio[ agent toddmd arinda..if: Ili, I. n1a..r rsesi.meetspeny lieu anyliabi5iy dl<[sd rnrtaA<bsrm arc .etiom .fern I acd<r err anei--tat-,)..4rrr dtme, p„n tory eaya.m,m. er agmmrnt prpaa.[ h.irrpese - 4fi4awr ser dhf.(nr irvkmrsfs-.land- srananti an,ryap.q•is yh olpm of d:e subdisirion rs .pin., p,isli, '41q, s ei IL red mrr�I,wer hike 217924. Hashing in his ankle ,hall b<corsbucd le cidua dmiish the duty of daclom. owed Leym and sellas by .gate and Ther usoarc licensres..ubageut,, anal rn,ployus a le relieve •ger,• rod dirir.seociole fica.rcy subapmr, and mploye.c Gera liability far tlwremd,.cs in eamectiah with ad, garmcd by nic antiek a f any heads of, fiduciry duty ora ddy ofdselwme Paee 2 of 2 Rev 01/2018 CA