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ST0502A-QU140109 STATEMENT OF QUALIFICATIONS CD BUILDERS, INC. General Contractors 9008 Trinity Boulevard Fort Worth, TX 76053 CD BUILDERS, INC. General Contractors January 9, 2014 Casey McBroom, P.E. Teague, Nall & Perkins 17304 Preston Road, Suite 1340 Dallas, Texas 75252 RE: Statement of Qualifications for Freeport Parkway, Coppell, Texas Dear Mr. McBroom: Per your request on January 2, 2014, we are submitting our comprehensive Statement of Qualifications. As indicated on page 1-6.4 of the bid documents, we have prepared this documentation including current project experience, past project experience, equipment list, financial statement, technical experience, and proof of a permanent business place. Please advise if you have any further questions. We will be available to discuss qualifications and/or the Freeport Parkway project, as well as answer any questions. Thank You. m•er- - / / my, illiam Taylor Chief Estimator CD Builders, Inc. PO BOX 1002,Hurst,Texas 76053 Tel. (817)510-6557 Fax. (817)510-6559 CD BUILDERS, INC. General Contractors Contents 1. EXECUTIVE SUMMARY TAB "A" 2. CURRENT PROJECT EXPERIENCE TAB "B" 3. PAST PROJECT EXPERIENCE TAB "C" 4. EQUIPMENT TAB "D" 5. FINANCIAL TAB "E" 6. TECHNICAL EXPERIENCE TAB "F" 7. PROOF OF PERMANENT PLACE OF BUSINESS TAB "G" 8. APPENDIX TAB "H" CD BUILDERS, INC. General Contractors Executive Summary OVERVIEW CD Builders,Inc.was founded in 2001 by Ismael Carrasquillo in Gurabo, Puerto Rico (territory of the United States) and in Texas in March 2013. A typical single Project budget for CD Builders ranges between $1 million to $25 million. In the last 12 years, we have amassed a total revenue of over $100 million by being involved in the construction of many projects such as: • U. S. Federal Highways • Toll Roads • Municipal Infrastructure Projects Our firm has established itself as a leader in the Heavy Highway Construction Industry based upon its technical expertise and knowledge of the construction field. Our team members are capable of providing high quality construction services for a wide range of construction projects: • Drainage and roadway • Site development • Infrastructure for residential • Commercial development • Industrial development The greatest attribute that CD Builders has is our team reputation for doing high quality work within pre-established programs and budgets. Our philosophy is that we will outpace others in the industry in the value, quality, and timeliness of the work we perform by: • Consistently upgrading our equipment • Maintaining our knowledge of the industry, • Keeping pace with the leading edge of technological improvements CD Builders has offices in Gurabo, Puerto Rico and Fort Worth, Texas. Along with performing work in these areas, CD Builders selectively considers working throughout other states of the US. CD BUILDERS, INC. General Contractors Company Profile FORT WORTH OFFICE PUERTO RICO OFFICE Physical Address Physical Address 9008 Trinity Boulevard Road 189 KM 3.1 BO.Rincon Fort Worth,Texas 76053 Gurabo,Puerto Rico 00778 Mailing Address Mailing Address P.O. Box 1002 P.O. Box 1333 Hurst,Texas 76053 Gurabo,Puerto Rico 00778 (817) 510-6557 office (787) 744-4863 office (817) 510-6558 office (787) 704 7060 office (817) 510-6559 fax (787) 746 2143 fax FORT WORTH INSURANCE/BONDING PUERTO RICO INSURANCE/BONDING Raleigh Roussell Jose G.Rovayo Marrero, Esq. Mullis Newby Hurst LP MAPFRE PRAICO INSURANCE COMPANY 5057 Keller Springs Road,Suite 400 Po Box 70333 Addison,TX 75001 San Juan,PR 00936-8333 (972) 201-0100 (787) 250-5290 (972) 201-0123 (787) 250-53623 Amber Carrouth c/o C T Corporation System Roberto A. De Soto Lopez, P.E.,AFSB Endurance Reinsurance Corporation of America Endurance Reinsurance Corporation of America 350 North Saint Paul Street#2900 333 Westchester Avenue Dallas,Texas 75201 White Plains,NY 10604 (914) 468-8000 (914) 468-8000 (914) 997-03331 (914) 997-03331 See Appendix for Bonding Limits. CD BUILDERS, INC. General Contractors CD BUILDERS PRESIDENT Ismael Carrasquillo, B.S.C.E., MEM. SCISCO Engineering AUDITORS ATTORNEY INSURANCE BROKERS Management Rivera Colon & Co., W - - -� P.S.C. Friedman & Feiger Mullis Newby Hurst LP PRINCIPAL Juan C. Pinero, PE, PhD BONDING COMPANY Mapfre Praico/ Endurance Reinsurance ADMINISTRATION ESTIMATORS FIELD OPERATIONS David Senquiz, PE William Taylor, B.S.C.E. CONSTRUCTION MANAGER COMPTROLLER Michael Miranda, B.S.C.E. Rolando Ramos OFFICE MANAGER SUB- CONTRACTORS SURVEYOR SUPERINTENDENT Sonia Marr Jose Montalvo Francisco Luyando, PE,MEM. ACCOUNTING Hector Flores, PE Nora Diaz Maritza Padilla FOREMEN FOREMEN Francisco Diaz FOREMEN Victor Reventos Salustiaso Soto ; Javier Diaz Victor Reventos,Jr. Carmelo Burgos Johnathan Diaz Guillermo Santiago Rene Guzman ', Michael Diaz Miguel Diaz CD BUILDERS, INC. General Contractors Current Project Experience in Texas DALLAS/FORT WORTH PROJECT: LAKE CREST DRAINAGE IMPROVEMENTS Project: Lake Crest Drainage Improvements Owner: City of Fort Worth Owner Representative: Vibhuti Pandey Value: $2,313,072.00 Duration: 190 Calendar Days Percent Complete: 74% Work Description: The major work will consist of the (approximate) following: 7135 LF of storm drain, 7089 LF of Box Culverts with associated lateral pipes, headwalls, 22 manholes, junction boxes, drop inlets, municipal utility adjustments, other miscellaneous 23 appurtenances, grading, and concrete pavement. PROJECT: STORM DRAIN AND CHANNEL IMPROVEMENT AT MEACHAM Owner: City of Fort Worth Owner Representative: Michael Owen Value: $1,137,235.00 Duration: 210 Calendar Days Percent Complete: 15% Work Description: The major work will consist of the (approximate) following: Grade 1,300 LF of natural channel,excavate 15,000 CY, install 960 LF of 12' x 4' Cast-In-Place box culverts, and install 200 LF of gabion lined channel. CD BUILDERS, INC. General Contractors Past Project Experience CD Builders Management Team has participated in the planning,project management and construction of several projects. A detailed description of some of our recently completed projects are below: PROJECT LOCATION AMOUNT OWNER BRIDGES $ 25,635,079.47 Replacement of Bridge No.349 Over Caguitas River Caguas,PR $ 4,251,950.00 U.S.FHA/PR Hwy Replacement of Bridge Over Arriba Creak Patillas,PR $ 2,432,109.75 U.S.FHA/PR Hwy Replacement of Bridge#114 Over Fajardo River Fajardo,PR $ 1,118,903.00 USIC Construction of Bridge Over Escarcha Creek Toa Alta,P.R. $ 2,202,576.00 U.S.FHA/PR Hwy Rehabilitation of Bridges No.1103,1104,1105&1106 Juncos,PR $ 1,232,000.00 U.S.FHA/PR Hwy Construction de Bridge over Mabu Creak Humacao,PR $ 5,793,639.72 U.S.FHA/PR Hwy Const of Bridge &Highway Connector Las Piedras PR- Las Piedras,PR $ 7,778,901.00 U.S.FHA/PR Hwy 204 Rehabilitation Of Bridge Num 1200,Over Rio Grande de Carolina,PR $ 825,000.00 U.S.FHA/PR Hwy Loiza River ROAD&HIGHWAY CONSTRUCTION $ 36,439,712.90 Road Repair and Storm Sewer Improvements San Lorenzo,P.R. $ 200,925.00 DTOP Las Corujas Community Road Improvements Aguas Buenas,P.R. $ 384,649.85 DTOP Improvements to Access Road PR 928 Juncos,P.R. $ 246,825.00 DTOP Storm Sewer Installation&Pavement Humacao,P.R. $ 108,625.00 City of Humacao Storm Sewer Installation&Pavement Canovanas,P.R. $ 65,405.00 DTOP Geometric improvements, highway PR-1 Int Beverly Guaynabo,PR $ 406,000.00 U.S.FHA/PR Hwy Hills Emergency Works at Highway PR-182 Km 4.7 Yabucoa,PR $ 574,000.00 U.S.FHA/PR Hwy Rehabilitation on Pavement Ramps PR 22 San Juan-Arecibo $ 5,414,250.00 U.S.FHA/PR Hwy Pavement Rehabilitation Jose de Diego Toll Road PR-22 Guaynabo - $ 21,538,336.00 U.S.FHA/PR Hwy Bayamon Construction of Connector Highway Matias Soto Cayey,PR $ 2,486,159.00 U.S.FHA/PR Hwy Rehabilitation of Road PR-686 Vega Baja,PR $ 1,020,553.74 U.S.FHA/PR Hwy Improvements to Julian Acosta Avenue Caguas,PR $ 1,792,007.47 City of Caguas, Puerto Rico Supply&Installation of Kilometer Markers at Highway San Juan Hatillo $ 338,042.00 U.S.FHA/PR Hwy PR-22 Supply&Installation of Kilometer Markers at Highway Fajardo Yabucoa $ 299,846.00 U.S.FHA/PR Hwy PR-53 Reconstruction Highway PR-191 Naguabo,PR $ 56,088.84 U.S.FHA/PR Hwy Ramps Improvements Tolls Square Juana Diaz Juana Diaz,PR $ 1,128,000.00 U.S.FHA/PR Hwy CD BUILDERS, INC. General Contractors Atenas Walk Improvement Manati,PR $ 380,000.00 City of Manati SANITARY SYSTEM $ 1,636,816.47 Sanitary Sewer System Improvements Toa Baja,PR $ 607,929.00 USIC Sanitary Sewer System for Zorzal&Hacienda Betthel Bayamon,PR $ 1,O28,887.47 AAA Comm RETAINING WALLS&PILES INSTALLATION $ 1,272,090.00 Construction of Gabion Retaining Wall Corozal,P.R. $ 27,756.00 U.S.FHA/PR Hwy Piles Installation for New Government Bldg.of Caguas Caguas,PR $ 430,000.00 City of Caguas Retaining Wall Construction&Road Reconstruction Maunabo,PR $ 542,141.00 U.S.FHA/PR Hwy Gravity Wall Construction&Road PR 186 Rio Grande,PR $ 272,193.00 U.S.FHA/PR Hwy Rehabilitation CD Builders,Inc. PROJECT GENERAL INFORMATION PROJECT NAME REPLACEMENT OF BRIDGE NO 349 OVER RIO CAGUITAS OWNER HIGHWAY AND TRANSPORTATION AUTHORITY ADDRESS HIGHWAY PR-156 KM 59.2,CAGUAS,PR ARCHITECTS WALTER M RUIZ&ASSOCIATES DESCRIPTION NEW BRIDGE WITH PRESTRESSED CONCRETE VOIDED SLABS&OTHER WORKS CONTRACT TYPE GENERAL CONSTRUCTION CONTRACT AMOUNT $4,251,950.00 CONTRACT STARTED JULY 01,2002 CONTRACT COMPLETION DATE JULY 30,2004 PROJECT FOREMAN MR. MIGUEL DIAZ VALLELLANES PROJECT MANAGER ENG. ISMAEL CARRASQUILLO 4. *" ■ , it y ¢ .x t . '�", .•� 4 a_$ : .*.,.,,. 1. a Figure C-34. Replacement of Bridge No.349 over Rio Caguitas Project CD Builders,Inc. PROJECT GENERAL INFORMATION PROJECT NAME REPLACEMENT OF BRIDGE OVER QUEBRADA ARRIBA OWNER HIGHWAY AND TRANSPORTATION AUTHORITY ADDRESS HIGHWAY PR-184 PATILLAS,PUERTO RICO ARCHITECTS SOLUTIONS ENGINEERING GROUP DESCRIPTION BRIDGES WITH SPREAD FOOTING FOUNDATION. THIS PROJECT INCLUDES DRAINAGE,PAVEMENT, SIGNING AND MARKING PAVEMENT AND UTILITIES RELOCATIONS CONTRACT TYPE GENERAL CONSTRUCTION CONTRACT AMOUNT $2,432,109.75 CONTRACT STARTED MARCH 25,2004 CONTRACT COMPLETION DATE DECEMBER 14,2005 PROJECT FOREMAN MR. MIGUEL DIAZ VALLELLANES PROJECT MANAGER ENG. ISMAEL CARRASQUILLO . ... .:. ,.: , . a �r a k ....4 41 .. .,, --, , c -4 `ors ,56t. .10 Q, , rr :ws : 7.4.4 r 4.t. citr Figure C-27. Replacement of Bridge over Quebrada Arriba Project CD Builders,Inc. PROJECT GENERAL INFORMATION PROJECT NAME REHABILITATION OF BRIDGES NO 1103, 1104, 1105& 1106 OWNER HIGHWAY AND TRANSPORTATION AUTHORITY ADDRESS JUNCOS,PUERTO RICO ARCHITECTS HIGHWAY AND TRANSPORTATION AUTHORITY DESCRIPTION REHABILITATION OF EXISTING BRIDGES WITH CARBON FIBER REINFORCED POLYMERS CONTRACT TYPE GENERAL CONSTRUCTION CONTRACT AMOUNT $1,232,000.00 CONTRACT STARTED DECEMBER 06,2004 CONTRACT COMPLETION DATE NOVEMBER 30,2005 PROJECT ENGINEER ENG. MICHAEL MIRANDA PROJECT MANAGER ENG. ISMAEL CARRASQUILLO • ri 4 n r��1. > r.k Figure C-25.Rehabilitation of Bridges Project CD Builders,Inc. PROJECT GENERAL INFORMATION PROJECT NAME REPLACEMENT OF BRIDGE#114 OVER FAJARDO RIVER OWNER HIGHWAY AND TRANSPORTATION AUTHORITY ADDRESS FAJARDO,PUERTO RICO ARCHITECTS HIGHWAY AND TRANSPORTATION AUTHORITY DESCRIPTION COMPLETION OF THE REPLACEMENT OF BRIDGE#114 OVER FAJARDO RIVER CONTRACT TYPE GENERAL CONSTRUCTION CONTRACT AMOUNT $1,118,903.00 CONTRACT STARTED JANUARY 04,2006 CONTRACT COMPLETION DATE AUGUST 02,2006 PROJECT ENGINEER ENG. MICHAEL MIRANDA PROJECT MANAGER ENG. ISMAEL CARRASQUILLO tip. x s Figure C-23. Project Replacement of Bridge#114 Over Fajardo River CD Builders,Inc. PROJECT GENERAL INFORMATION PROJECT NAME CONSTRUCTION OF BRIDGES OVER ESCARCHA CREEK OWNER HIGHWAY AND TRANSPORTATION AUTHORITY ADDRESS HIGHWAY PR-861,TOA ALTA,PR ARCHITECTS ERASTO L SERBIA ASSOC. DESCRIPTION CONST. OF REINFORCED CONCRETE BRIDGE WITH A LENGTH OF 30.05 MTS. AND WITH AASHTO BEAMS TYPE V. CONTRACT TYPE GENERAL CONSTRUCTION CONTRACT AMOUNT $2,202,576.00 CONTRACT STARTED APRIL 02,2004 CONTRACT COMPLETION DATE AUGUST 04, 2005 PROJECT FOREMAN MR. FRANCISCO DIAZ VALLELLANES PROJECT MANAGER ENG. ISMAEL CARRASQUILLO Cott 54,4 If SOIRE OUERRADA ESCARCHA 00 ire! Figure C-21. Construction of Bridge over Escarcha Creek Project CD Builders,Inc. PROJECT GENERAL INFORMATION PROJECT NAME REHABILITATION ON PAVEMENT ON RAMPS JOSE DE DIEGO TOLL ROAD PR-22 SAN JUAN—ARECIBO,PR OWNER HIGHWAY AND TRANSPORTATION AUTHORITY ADDRESS SAN JUAN-ARECIBO,PUERTO RICO ARCHITECTS HIGHWAY AND TRANSPORTATION AUTHORITY DESCRIPTION REHABILITATION ON PAVEMENT ON RAMPS CONTRACT TYPE GENERAL CONSTRUCTION CONTRACT AMOUNT $5,414,250.00 CONTRACT STARTED MARCH 23,2007 CONTRACT COMPLETION DATE NOVEMBER 17,2007 PROJECT ENGINEER ENG. MICHAEL MIRANDA PROJECT MANAGER ENG. ISMAEL CARRASQUILLO 1 .firs `t! ^.n + x %Sn Figure C-17. Project Rehabilitation on Pay on Rampa Jose De Diego Toll Road PR-22 CD Builders,Inc. PROJECT GENERAL INFORMATION PROJECT NAME PAVEMENT REHABILITATION JOSE DE DIEGO TOLL ROAD PR-22 OWNER HIGHWAY AND TRANSPORTATION AUTHORITY ADDRESS GUAYNABO-BAYAMON,PUERTO RICO ARCHITECTS HIGHWAY AND TRANSPORTATION AUTHORITY DESCRIPTION REHABILITATION ON PAVEMENT CONTRACT TYPE GENERAL CONSTRUCTION CONTRACT AMOUNT $22,304,703.40 CONTRACT STARTED MARCH 23,2007 CONTRACT COMPLETION DATE JUNE 09,2009 PROJECT ENGINEER ENG. MICHAEL MIRANDA PROJECT MANAGER ENG. ISMAEL CARRASQUILLO y "mot.... Figure C-16. Project Pavement Rehabilition Jose de Deigo Toll Road PR-22 CD Builders, Inc. PROJECT GENERAL INFORMATION PROJECT NAME HIGWAY PR-204 LAS PIEDRAS CONNECTOR OWNER HIGHWAY AND TRANSPORTATION AUTHORITY ADDRESS LAS PIEDRAS ARCHITECTS LADISLAO ORTIZ&ASOCIADOS-INGENIEROS,CSP DESCRIPTION CONST OF A NEW ROAD CONNECTOR FROM HIGHWAY PR-30 TO HIGHWAY PR-183 CONTRACT TYPE GENERAL CONSTRUCTION CONTRACT AMOUNT $7,747,539.00 CONTRACT STARTED JUNE 09,2008 CONTRACT COMPLETION DATE NOVEMBER 30,2009 PROJECT ENGINEER ENG. GABRIEL RIVERA PROJECT MANAGER ENG. ISMAEL CARRASQUILLO Y,.. :.` Ty Figure C-Ii. Project Highway PR-204 Las Piedras Connector CD Builders,Inc. PROJECT GENERAL INFORMATION PROJECT NAME MATIAS SOTO CONNECTOR OWNER HIGHWAY AND TRANSPORTATION AUTHORITY ADDRESS ROAD MATIAS SOTO,CAYEY ARCHITECTS HIGHWAY AND TRANSPORTATION AUTHORITY DESCRIPTION CONST OF NEW ROAD MATIAS SOTO CONNECTOR INCLUDING PRASA AND PREPA UTILITIES ADJUSTMENT, DRAINAGE,TRAFFIC SIGN, TELEPHONE,PAVEMENT MARKING AND OTHER MISCELLANEOUS WORKS CONTRACT TYPE GENERAL CONSTRUCTION CONTRACT AMOUNT $3,029,470.00 CONTRACT STARTED DECEMBER 22,2008 CONTRACT COMPLETION DATE OCTOBER 17,2009 PROJECT ENGINEER ENG. MICHAEL MIRANDA PROJECT MANAGER ENG. ISMAEL CARRASQUILLO 'A w g Figure C-10. Project Matias Soto Connector,Cayey CD Builders,Inc. Figure C-9-Project Emergency work to repair road,Yabucoa PROJECT GENERAL INFORMATION PROJECT NAME BRIDGE REPLACEMENT OVER MABU CREEK OWNER HIGHWAY AND TRANSPORTATION AUTHORITY ADDRESS HIGHWAY PR-3,HUMACAO,PR ARCHITECTS HIGHWAY AND TRANSPORTATION AUTHORITY DESCRIPTION BRIDGE REPLACEMENT CONTRACT TYPE GENERAL CONSTRUCTION CONTRACT AMOUNT $5,963,000.00 CONTRACT STARTED JUNE 22,2009 CONTRACT COMPLETION DATE JULY 19,2011 PROJECT ENGINEER ENG.FRANCISCO LUYANDO PROJECT MANAGER ENG. ISMAEL CARRASQUILLO y w, .- �off' ''''''''.44 s 1/W D,,,, 7,'''''....' rie ' ''' '"MiMr '' '....'". `,y, `T k 4- ,' ".,T4.4. Figure C-8—Project Bridge Replacement Over Creer Mabu CD Builders,Inc. PROJECT GENERAL INFORMATION PROJECT NAME REHABILITATION&RECONSTRUCTION OF THE BRIDGES#321 (MATA DE PLATANO) OWNER HIGHWAY AND TRANSPORTATION AUTHORITY ADDRESS KM 9.7 OF HIGHWAY PR-6685 CIALES,PR MUNICIPALITY OF CIALES ARCHITECTS HIGHWAY AND TRANSPORTATION AUTHORITY DESCRIPTION WORKS AT THE BRIDGE INCLUDE THE RECONSTRUCTION AND REPLACEMENT OF THE BOTTOM HORIZINTAL BRACING SYSTEM, REINFORCING THE TRUSS TOP AND BOTTOM CHORD WITH THE ADDOTION OF NEW STEEL ELEMENT, THE REPAIRS TO DAMAGED TRUSS ELEMENTS, AND THE REPLACEMENT OF PAVING SYSTEMS. OTHER WORKS CONTRACT TYPE REHABILITATION OF BRIDGES CONTRACT AMOUNT $3,322,712.00 CONTRACT STARTED AUGUST 15,2013 CONTRACT COMPLETION DATE AUGUST 4,2015 PROJECT ENGINEER ENG. FRANCISCO LUYANDO PROJECT MANAGER ENG. ISMAEL CARRASQUILLO CD BUILDERS, INC. General Contractors Equipment List CD Builders has made a commitment to deliver the most reliable and dependable services to our clients by providing: • Experience • Reliability • Professionalism • Competitive pricing We utilize various types of machinery and construction methods to accomplish our goal of offering the best service at the lowest cost to our clients. In this section you will find a general overview of our equipment& services we make available to our clients. CD Builders heavy equipment list allows us to competitively work on • Heavy Highway • Muncipal Infrastructure • New Subdivisions • Building Sites • Industrial Sitework. These tasks include but are not limited to • concrete paving • structural • earthwork • utility services ) BUILDERS. INC. HEAVY EQUIPMENT LIST(OWNED) No. Equipment Type Make Model 1 Slipform Paver Gomaco 2400 2 Bridge Paver Gomaco C-450 3 Backhoe New Holland 655-E 4 Backhoe Caterpillar 416-C 5 Backhoe New Holland 555-D 6 Dozer(Tracked) John Deere 450-H 7 Dozer(Tracked) Komatsu D65-E 8 Excavator(Tracked) Komatsu PC300 LC-6 9 Excavator(Tracked) Komatsu PC200 LC-6 10 Excavator(Tracked) Hyundai ROBEX 200W-2 11 Telescopic Rough Terrain Forklift Skytrack 10054 CD BUILDERS, INC. General Contractors 12 Single Drum Vibratory Compactor Ingersoll Rand SD-70D 13 Single Drum Vibratory Compactor Bomag 213D3 14 Soil Stabilzer Wirtgen 2000XL 15 Telescopic Rough Terrain Forklift Ingersoll Rand VR-642B 16 Wheel Loader Bob Cat 753 17 Excavator(Tracked) Komatsu PC350 LC-8 18 Excavator(Tracked) Komatsu PC-360 19 Wheel Loader Komatsu WA320-7 20 Water Truck Ford L9000 21 Truck International 22 Grader Komatsu GD-525A-1 CD BUILDERS, INC. SMALL FUUIPMENT IST(OWNED) 1 Sign Board Silent Messenger 2 Sign Board Silent Messenger 3 Arrow Board Allmand 4 Arrow Board Allmand 5 Generator D300K RA-250-V1902 6 Light Tower Nite-Lite Pro 7 Light Tower Nite-Lite Pro 8 Air Compressor XAS 185 (D) 9 Concrete Cutting Saw 10 Concrete Cutting Saw 11 Concrete Cutting Saw Diamant 12 Plate Tamper Multiquip 13 Rammer Compactor Multiquip 14 Generator Briggs and Stratton 15 Generator Briggs and Stratton 16 Generator Briggs and Stratton 17 Welder/Generator Ranger 325D 18 14"Quick Saw Stihl 420 19 14"Quick Saw Huskvarna K760 20 14" Quick Saw Huskvarna K760 21 Concrete Vibrator Wacher Neuson M2000 22 24" Dual Smooth Drum BMP851 23 Air Compressor XP185WJD CD BUILDERS, INC. General Contractors Financial ACCOUNTING INFORMATION Rivera Colon&Co., PSC International Center for Marketing Tower I,Suite 701 Guaynabo,Puerto Rico 00968 (787) 620-6787 (787) 620-6789 rrivera @rcc-cpa.com BANKING Nyarai Rebecca Moore Jose Roman Wells Fargo Bank Oriental Bank 5320 N Beach Street P.O. Box 71113 Haltom City,TX 76137 San Juan,Puerto Rico 00936 (817) 345-1000 (787) 777-2077 ADDITIONAL FINANCIAL INFORMATION Federal Tax I.D.#66-059-1654 CD Builders constructs all work with in-house employees and subcontracting electrical, landscaping, & striping. It Rivera ColOn & Co., PSC Certified Public Accountants&Business Advisors CD Builders, Inc. Financial Statements and Additional Information for the Years Ended December 31, 2012 and 2011 and Independent Auditors'Report Centro Internacional de Mercadeo Tel. (787)620-6787 Tbrre I,Suite 701 Fax. (787)620-6789 Guaynabo,Puerto Rico 00968 e-mail:rrivera @rcc-cpa.com CD Builders, Inc. Table of Contents Page Independent Auditors'Report 1 -2 Financial Statements for the Years Ended December 31,2012 and 2011 Balance Sheets 3 Statements of Operations 4 Statements of Changes in Stockholder's Equity 5 Statements of Cash Flows 6 Notes to Financial Statements 7- 12 Additional Information for the Year Ended December 31,2012 Contract Revenues 13 Completed Contracts 14 Contracts in Process 15 % 3 4 5 6 7 This Space Is Intentionally Left In Blank 10 11 12 13 ) $! } )} %\ƒ CD BUILDERS, INC. General Contractors Technical FREEPORT PARKWAY PROJECT TEAM CD Builders'Project Team for Freeport Parkway will be led by the following: 1. Micheal Miranda,Construction Manager Temple University, Philadelphia,PA-B.S.C.E.&Const.Tech. 2. Francisco J.Luyando Rodriguez,P.E.,MEM,Superintendent Univesrity of Florida-Master of C.E. 3. Jose D.Montalvo Gonzalez,Party Chief/Surveyor Polytechnic University of P.R.-B.A.in Land Surveying (See Attached Resumes for more details.) MANAGERIAL TEAM CD Builders managerial team has extensive experience simultaneously managing multiple projects in various stages. For this reason,our firm consistently researches and implements methodologies and management techniques that will guarantee the successful completion of all our projects.Our approach focuses on improving project workflow by: • Efficiently managing resources • Enhancing communication among all • Prioritizing projects parties • Defining concurrent Work Breakdown • Creating roles to handle problems Structures • Keeping detailed records • Managing and controlling work changes • Meeting project milestones • Addressing risks involved in multiple • Implementing innovative Information projects Technology Systems This approach has provided our staff the necessary skills to maintain a directed focus on delivering the project according to our clients'needs,wants,and expectations.For a brief overview of our team previous experience and past performance please refer to the Section C of the present document. CD BUILDERS, INC. General Contractors INFORMATION TECHNOLOGY CD Builders constantly uses computer-based technology to plan and manage its projects.For this reason,we certainly know that we have the capacity to interact with our client's equipment and software. CD Builders has computer equipment and state-of-the-art software's applicable to estimating, earthwork operations and project planning and management; such as: Primavera Sure Trak, Primavera Expedition, Microsoft Project,AutoCAD,Carlson Survey,Carlson Roads,Quest,Microsoft Office Professional(Power Point,Excel,Access,Front Page,Word),among others. Michael 3. Miranda 14354 Royal Oak Ct. Apt. 203 Fort Worth, TX 76155 (787) 378-8579 cairn35 @yahoo.corn Objective: To obtain a challenging position in the construction industry where my experience and knowledge of Construction Management and General Roadway construction can be utilized to maximize objectives. Project Manager with over 19 years experience in overseeing all phases of multimillion dollar Heavy Highway Qualification construction projects. Experience includes managing all aspects of construction in over 12 Highway/Bridge Summary: construction projects,with a successful history of on-time,on-budget and high quality project completions. With strong field management and cost management experience and the ability to manage subcontractors and equipment with the assurance of a safe and quality-oriented job site. Education: Bachelor of Science in Civil Engineering and Construction Technology Temple University, Philadelphia,PA June 1988 Certificate Corps of Engineers Training Course in Construction Quality Management for Contractors April 2009. Fluent in Spanish and English Work Experience: Senior Project Manager, EJ Smith Construction/Copeland Concrete,Dallas, Tx 3/12 to present As a subcontractor responsible for all on-site project activity to ensure projects are completed on schedule, within budget,and in accordance with plans and specifications.Perform QA inspections of construction activities to ensure conformance with approved designs/plans. Ordered and managed materials and supplies. Approved and scheduled sub-contractor and vendor invoices.Manage change orders,extra work orders and ensure safety and OSHA regulations. Preparation of payment estimates. LBJ Highway-Dallas, Texas Construction of three span bridge Cost 600,000 dollars. DART Orange Line Section 1-3-Dallas,Texas Construction of one two span bridge and single span bridge Cost 1,600,000.00 Dollars North Terrant Expresway-Dallas,Texas Construction of 3 three span bridges over Holiday Lane Rd Cost 1,600,000 dollars. Project Manager, CD Builders,Inc.Gurabo,PR 9/05 to 3/12 Oversee all on-site project activity to ensure projects are completed on schedule,within budget,and in accordance with plans and specifications. Perform QA inspections of construction activities to ensure conformance with approved designs/plans. Ordered and managed materials and supplies.Approved and scheduled sub-contractor and vendor invoices. Manage change orders,extra work orders and ensure safety and OSHA regulations. Preparation of payment estimates. Pavement Rehabilitation of Highway PR-22 From Buchanan Toll Plaza to PR-167 Exit Cost$23,000,000 dollars. Work included the removal and replacement of Portland Cement Concrete Pavement,bridge slab repairs on ten bridges and placement of over 60,000 tons of asphalt.Completed Rehabilitation of seventeen On and Off ramps along PR-22 from San Juan to Arecibo. Cost$7,000,000 dollars. Work included removal and replacement of base course and placement of over 15,000 tons of asphalt. Completed Construction of Matias Soto Street in Cayey PR Cost$3,000,000 dollars. Work includes cut and fill for new roadway,storm sewer installation,asphalt paving,construction of curbs and sidewalk,installation of all electrical system and roadway markings.Completed Rehabilitation of On/Off Ramps for Highway PR-52 at Juana Diaz Toll Plaza.Juana Diaz PR. Cost-$1,300,00 dollars. Work includes,widening of existing pavement,extending drainage culverts,asphalt paving and installation of traffic control system. Rehabilitation of Bridge#1200 over Rio Grande de Loiza. Carolina PR. Cost-$850,000 dollars Work included construction of coffer dam for the repair of pier footing,installation of pile jackets, pouring of mass concrete and placement of stone revetment.Completed Construction of Gabion Retaining Wall at El Yunque Rain Forrest PR-186.Rio Grande PR. Cost-$300,000 dollars Work included,the construction of 35m long 5m high gabion gravity wall to prevent mud slides. Completed. Construction of Vega Baja Breakwater along PR-686 at Puerto Nuevo Beach. Vega Baja PR Cost- $1,525,000 dollars Work included the construction of 125 m long,4 m high retaining wall,stone revetment,sidewalk and new asphalt road. Completed Project Manager, Del Valle Group Toa Alta,PR 1/04 to 9/05 Oversee all on-site project activity to ensure projects are completed on schedule,within budget,and in accordance with plans and specifications. Perform QA inspections of construction activities to ensure conformance with approved designs/plans. Approve sub-contractor and vendor invoices.Manage change orders,extra work orders and ensure safety and OSHA regulations. Preparation of payment estimates. Connector street from PR-2 to 686 street in Vega Baja PR Cost$5,000,000 dollars Work includes cut and fill for new roadway,storm sewer installation,asphalt paving,construction of curbs and sidewalk, installation of all electrical system and roadway markings.Completed Project Manager Constructora Fortis Morovis,PR 9/00 to 12/03 Oversee all on-site project activity to ensure projects are completed on schedule,within budget,and in accordance with plans and specifications.Perform QA inspections of construction activities to ensure conformance with approved designs/plans. Approve sub-contractor and vendor invoices.Manage change orders,extra work orders and ensure safety and OSHA regulations. Preparation of payment estimates. Construction of PR-5 from Bayamon To Toa Alta Cost$12,000,000 Work includes cut to fill of over 100,000 cubic meters of material to build roadway embankment, construction of three cell 120 meter long box culvert,storm sewer installation,asphalt paving, installation of all electrical system and roadway markings and construction of 2 two span 40 feet wide over pass bridges.Managed on site concrete mobile plant.Completed Project Manager, Del Valle Group Toa Alta,PR 8/95 to 8/00 Oversee all on-site project activity to ensure projects are completed on schedule,within budget, and in accordance with plans and specifications.Perform QA inspections of construction activities to ensure conformance with approved designs/plans. Approve sub-contractor and vendor invoices. Manage change orders,extra work orders and ensure safety and OSHA regulations.Preparation of payment estimates. Construction of Bridge over Tibes River Ponce PR-Cost$7,000,000 dollars. Construction of seven span bridge 750 feet long, 55 feet wide with the installation of sheet piling for two 50 feet high piers in river.Completed Construction of Bridge over Rio Piedras River,Rio Piedras PR-Cost$4,000,000 dollars. Construction of three span bridge 55 feet wide, 328 feet long with 95 feet high piers. Construction of Bridge Over Mule Creek,Comerio PR-Cost $3,500,000 dollars. Construction of three span bridge 300 feet long,40 feet wide with two 70 feet high piers. This was a value engineering project. Participated in the preparation of the Value Engineering documents.Completed Widening of PR-156 from Km 53 to Km 56 in Comerio PR-Cost$2,000,000 dollars Widening of PR-156 included cutting and disposing of over 100,000 cubic meters of hillside in order to accommodate roadway geometry and application of new asphalt paving and drainage system.Completed Reconstruction of Salinas Toll Plaza in Salinas PR-Cost$4,000,000 dollars. Demolition and construction of several toll booths at existing toll plaza.Widening existing roadway from four lanes to six lanes.Completed Construction of PR-52 Montehiedra off Ramp Rio Piedras PR-Cost$1,000,000 dollars. Excavation and construction of two lane off ramp and installation of lighting system: Project Manager, Empresas Inabon Ponce,PR 10/93 to 8/95 Oversee all on-site project activity to ensure projects are completed on schedule,within budget, and in accordance with plans and specifications. Perform QA inspections of construction activities to ensure conformance with approved designs/plans. Approve sub-contractor and vendor invoices. Manage change orders,extra work orders and ensure safety and OSHA regulations. Preparation of payment estimates. Pavement Rehabilitation of PR-52 Highway From Cayey to Salinas-Cost$11,000,00 dollars Performed Cracking and Setting of 32 Km of highway PR-52 and paved with over 75,000 tons of asphalt. Transportation Construction Inspectors Supervisor, Urban Engineers,Philadelphia,PA 6/90 to 10/93 Construction of the Vine Street Expressway in Philadelphia, PA Performed Quality Control inspection and contractors adherence to plans and specification for various construction activities,such as,bridge construction,excavation and embankment, storm sewer installation and concrete pavement. Preformed all concrete testing. Widening of Route 113, Norristown PA. Supervised inspectors and performed quality assurance inspection.Prepared estimates for contractors work performed and daily work summary. Resident Engineer Empresas Villamil Mayaguez PR 6/88 to 6/90 Site development for Mayaguez Mall Expansion,Mayaguez PR,-Cost$20,000,000 dollars Supervised all contractors adherence to plans and specifications.Participated in the selection of subcontractor,prepared daily reports,prepared estimates for payment and performed all Surveying duties. In charge of Maintaining the physical plant of existing 700,000 square feet shopping center. Computer Skills: Microsoft Excel,Word, PowerPoint and Primavera Contractor FRANCISCO J. LUYANDO RODRIGUEZ,P.E.,MEM PO BOX 1539 TRUJILLO ALTO,P.R. 00977 (787)688-8207 Objectives: To secure a promising position that offers both a challenge and a good opportunity for growth. Education: University of Florida Gainesville, Florida College of Engineering. Master of Civil Engineering in Construction Management, December 1997 University of Puerto Rico Mayaguez Campus, Mayaguez, Puerto Rico College of Engineering. Bachelor of Science in Civil Engineering May 1996 Curriculum: Major areas of study include: Construction Planning and Scheduling, Project Management ad Cost Estimating. Master Report on "Segmental Bridge Construction". Experience: Jun.2006—Present CD Builders,Inc., Gurabo, P.R. Superintend, responsible for the coordination and management of all phases of construction at the work site. Jan. 2004—Jun.2006 Luyando Construction Corp.,Hato Rey, P.R. Vice-President Work includes,but not limited to all decision making on issues involving payroll, estimating new projects, negotiations with developers, among other aspects of administration. Feb. 1998—Dec. 2003 Del Valle Group, S.P., Toa Alta, P.R. Project Manager, responsible for the coordination and management of all phases of construction at the work site. Major Projects included: * Catano Urban Waterfront, Catano PR, from La Puntilla Sector to Catano CDT. Work included but not limited to the construction of sheet piling sea wall,rock breakwater, wooden pedestrian bridge, fisherman village, boat ramps,piers, gabions wall,precast railing, architectural plazas,new storm sewer, sanitary, and water distribution systems, new telephone and cable TV systems, new primary and secondary electrical system, and road construction. * Modernization El Prado Housing, Rio Piedras PR ($15.7 Million), Work included but not limited to the modernization of 220 dwelling units, construction of a new Police Station Building, new Residents Council Building, and modernization to the Administration Building. Site work included new electrical, and mechanical infrastructure,new road construction, among others. Certifications: Professional Engineer Certification(P.E. # 16010), OSHA Certification Memberships: Member of the Puerto Rican Engineers and Surveyors Association, (CIAPR) Skills: Fluent in English and Spanish; Microsoft Office, AutoCAD, Primavera Project Manager. References: Available upon request. JOSE D . MONTALVO GONZALEZ OBJECTIVE Willing to work in a successful company in which I can develop my knowledge and abilities. EXPERIENCE 2002—Actual CD Builders,Inc. Gurabo,P.R. Party Chief Surveyor ■ Rehabilitation Ramps at PR-22(San Juan—Arecibo,P.R.) ■ Geometric Improvements at PR-1 (Guaynabo,P.R.) ■ Bridge over Fajardo River(Fajardo,P.R.) ■ Bridge over Escarcha Creek(Toa Alta,P.R.) ■ Bridge over Quebrada Arriba(Patillas,P.R.) • Bridge over Caguitas River(Caguas,P.R.) 1998-2002 Del Valle Group,Inc. Toa Baja,P.R. Party Chief Surveyor • Waterfront and Fisherman's Villages Development(Catano,P.R.) ■ Fisherman's Boat Ramp for the Natural Resources Dept. (Manati,P.R.) • Improvements to the Vega Alta toll plaza(Vega Alta,P.R.) 1996-1998 Civil Engineering Procedures Rio Piedras,P.R. Instrument person • Urban developments (Naguabo,P.R.) • Parcel measurements (Ceiba,P.R.) EDUCATION 1995-2000 Polithecnic University of P.R. Hato Rey,P.R. • B.A.in Land Surveying Sciences ■ Residential Appraisal Degree 1992-1995 University of P.R.—Ponce Ponce,P.R. • Associate Degree in Civil Engineering Technologies SKILLS Most of surveying instruments,TDS Recon and Hp 48GX data collectors, Autocad R-12 — actual, able to work in groups, under pressure and hard worker. REFERENCES Available upon request. WILLIAM R. TAYLOR II 12333 Oberlin Drive I Dallas,TX 75243 I 214.263.6232 I williamtaylorthesecond(ayahoo.com CIVIL CONSTRUCTION MANAGER Planning—Budgeting-Construction—Operations QUALIFICATIONS SUMMARY Detail oriented civil construction project management professional with expertise in Heavy Highway, Bridges, Transit Construction, Municipal Improvements, and Residential/Commercial infrastructure. Able to implement practical operations procedures which maximize crew productivity; while minimizing loss of material, labor, and equipment resources. Heavily experienced with accurately establishing exhaustive estimates and budgets, which serve as a solid foundation for successful projects. Strong knowledge of Dallas-Fort Worth Public and Private Markets including clients, vendors, subcontractors,etc. ✓ Due-Diligence v Contracts v Subcontractor Negotiations ✓ Operation Procedures v Marketing v Estimating ✓ Procurement v Cost Control i Take Offs • Staff Management v Change Orders v Scheduling EXPERIENCE HIGHLIGHTS DESIGN-BUILD PROJECT MANAGER • Managed 10 Million Dollar Bridge&Heavy Civil Contracts for DART • Estimate cost for current and prospective projects • Perform takeoffs for all phases of work • Submit proposals • Manage procurement of all major materials • Manage submittals such as Critical Lifts, Overhang Jack Design, etc. SENIOR ESTIMATOR/PROJECT MANAGER • Estimated&managed 30 to 50 million dollars annually in civil infrastructure including grading,paving, and utilities • Marketed company services and negotiated and executed contracts for new projects • Responsible for procurement&documentation of goods and services Project: Improvements to the Barbosa Avenue Owner: Municipality of Catano Contract Amount: $7,969,000.00 Contract Amount to Date: $9,961,250.00 (19/Jan/01) Description: Construction of improvements and underground of all infrastructure systems along 800 linear meters of the Catano town main street named Barbosa Avenue. Works includes the construction of several structures, improvements streets, sidewalks and infrastructure like storm sewer, sanitary sewer, potable water, cable TV and underground all electrical and telephone system. Project: Mejoras Urbanas y a la PR-869 & PR-22 Owner: Municipality of Catano Contract Amount: $2,565,000.00 Description: Construction of improvements to road PR-869 from intersection with PR-5 to intersection with PR-22. Works includes the construction of several structures, improvements streets, sidewalks and infrastructure like storm sewer, sanitary sewer, potable water, cable TV and underground all electrical and telephone system. Project: Improvements to Storm Sewer System at Blay Street Owner: Ports Authority of Puerto Rico Contract Amount: $989,000.00 Description: Construction of a 36" to 48" diam. Storm Sewer System partially supported by concrete piles at the Bechara Industrial Park. Work also includes improvements to the Blay street and the sidewalks. CD BUILDERS, INC. General Contractors Permanent Place of Business PHYSCIAL ADDRESS: 9008 TRINITY BOULEVARD FORT WORTH, TEXAS 76053 MAILING ADDRESS P.O. BOX 1002 HURST, TEXAS 76053 (See Attached Document for more details.) INDUSTRIAL LEASE AGREEMENT This INDUSTRIAL LEASE AGREEMENT (this "Lease") is entered into between Gyant V, LLC, a Texas limited liability company ("Landlord"), and CD Builders, Inc. ("Tenant") as of May ,2013 (the"Effective Date"). In consideration of the mutual covenants and agreements of this lease,and other good and valuable consideration,Landlord demises and leases to Tenant, and Tenant leases from Landlord, the premises situated on 9008 Trinity Blvd in Fort Worth, Tarrant County, Texas. The premises are more particularly described in Exhibit A, attached to this lease, and are referred to in this lease as "the Premises" and depicted on the Site Plan attached as Exhibit B. ARTICLE 1.TERM 1 Term of Lease § 1.01. The term of this lease is thirty-six (36)months (the "Lease Term"), beginning on June 1, 2013 (the "Commencement Date"), and ending on May 31, 2016, unless terminated sooner as provided in this lease. Holdover § 1.02. If Tenant holds over and continues in possession of the Premises after the lease term (or any extension) expires, Tenant will be considered to be occupying the Premises as a tenant-at-will on a month-to-month tenancy,subject to all of the terms of this lease. ARTICLE 2.RENT Fixed Rent § 2.01. Tenant will pay Landlord on the schedule below on or before the first day of each month as a fixed rent for the next month. Rent for any fractional month at the beginning or end of the lease term will be prorated on a per-day basis. Tenant will pay this fixed rent to Landlord at Landlord's address: Gyant V,LLC PO Box 2182 Fort Worth, Texas 76113 Rent Schedule § 2.02. Rent will be paid on the following schedule: Industrial Lease Agreement Page l Year Monthly Rent Yearly Rent June 1,2013 —May 31,2014 $1,200.00 $14,400.00 June 1,2014—May 31,2015 $1,300.00 $15,600.00 June 1, 2015—May 31, 2016 $1,400.00 $16,800.00 § 2.03. For the month following the completion of the fence to be constructed by Tenant (as described in Section 3.03, the monthly rent will be abated. Tenant must first provide a notice to Landlord of completion and proof of payment to all contractors before rent will be abated. elf Security Deposit § 2.04. The Security Deposit, in the amount of $1,500.00, shall be held by Landlord without liability for interest and as security for the performance by Tenant of Tenant's covenants and obligations under this Lease, it being expressly understood that the Security Deposit shall not be considered an advance payment of Rent or a measure of Tenant's liability for damages in case of default by Tenant. Landlord shall not be required to keep the Security Deposit separate from its other accounts, shall have no fiduciary responsibilities or trust obligations whatsoever with regard to the Security Deposit. Landlord may, from time-to-time,without prejudice to any other remedy and without waiving such default, use the Security Deposit to the extent necessary to cure or attempt to cure, in whole or in part, any default of Tenant hereunder. Following any such application of the Security Deposit, Tenant shall pay to Landlord within five (5) days after demand the amount so applied in order to restore the Security Deposit to its original amount. If Tenant is not in default at the termination of this Lease, the balance of the Security Deposit remaining after any such application shall be returned by Landlord to Tenant within sixty (60) days thereafter. If Landlord transfers its interest in the Premises during the term of this Lease, Landlord shall assign the Security Deposit to the transferee and thereafter shall have no further liability for the return of such Security Deposit. ARTICLE 3.LEASE GRANT;USE OF PREMISES Lease Grant §3.01. Subject to and upon the terms herein set forth,Landlord leases to Tenant and Tenant leases from Landlord the Premises on an "as is" basis (except as otherwise expressly set forth herein), together with the right, in common with others, to use the driveways and other common areas. By taking possession of the Premises, Tenant is deemed to have accepted the Premises and agreed that the Premises is in good order and satisfactory condition, with no representation or warranty by Landlord as to the condition of the Premises or the Building or suitability thereof for Tenant's use. Tenant understands and accepts that the Premises are located in a flood plain. NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE REGARDING THE CONDITION OR SUITABILITY OF THE PREMISES ON THE COMMENCEMENT DATE. FURTHER, TO THE EXTENT PERMITTED BY LAW, TENANT WAIVES ANY IMPLIED WARRANTY OF SUITABILITY OR OTHER IMPLIED WARRANTIES THAT LANDLORD WILL MAINTAIN OR REPAIR THE PREMISES OR ITS Industrial Lease Agreement Page 2 APPURTENANCES EXCEPT AS MAY BE CLEARLY AND EXPRESSLY PROVIDED IN THIS LEASE. § 3.02. If Tenant, with Landlord's prior written approval, takes possession of the Premises prior to the Commencement Date for the sole purpose of performing any improvements therein or installing furniture, equipment or other personal property of Tenant, such possession shall be subject to all of the terms and conditions of the Lease, except that Tenant shall not be required to pay Rent with respect to the period of time prior to the Commencement Date during which Tenant performs such work. Tenant shall, however, be liable for the reasonable cost of any services that are provided to Tenant during the period of Tenant's possession prior to the Commencement Date. Nothing herein shall be construed as granting Tenant the right to take possession of the Premises prior to the Commencement Date,whether for construction,fexturing or any other purpose,without the prior written consent of Landlord. § 3.03 Tenant will be responsible for all improvements to the Premises, with no obligations to Landlord to reimburse Tenant for any expenses incurred. Tenant shall be responsible for obtaining a certificate of occupancy, and for all improvements required to obtain such certificate of occupancy. Tenant shall also be responsible for constructing the perimeter, chain-link fence along the concrete slab behind the adjacent metal building so as to fully enclose the real property leased to Tenant,and as depicted on the Site Plan. Permitted Use § 3.04. Tenant may use the Premises to operate and conduct a construction business, with office use typical for a construction business and storage of equipment within the fenced-in yard as shown on the Site Plan attached as Exhibit B. Tenant may not use the Premises for any other purpose without Landlord's written consent,which may not be unreasonably withheld. Waste,Nuisance,or Illegal Uses § 3.05. Tenant may not use--or permit using--the Premises in any manner that results in waste of the Premises or constitutes a nuisance or violates any statute, ordinance, rule, or regulation applicable to the Premises or for any illegal purpose. ARTICLE 4.REPAIRS AND MAINTENANCE Repairs and Maintenance by Tenant § 4.01. Tenant will, throughout the lease term and any extensions of it, at its own expense and risk, maintain the Premises and all improvements on them in good order and condition, including but not limited to making all repairs and replacements necessary to keep the Premises and improvements in that condition. All maintenance, repairs, and replacements required by this section must be performed promptly when required and so as not to cause depreciation in the value of the Premises. Industrial Lease Agreement Page 3 Tenant's Failure To Repair or Maintain § 4.02. If Tenant fails to perform its obligation to repair, replace, or maintain, as set forth in § 4.01 above, within a reasonable time after notice from Landlord of the need for the repair, replacement, or maintenance, Landlord may enter the Premises and make the repairs or replacements, or perform the maintenance, or have the repairs or replacements made or maintenance performed,at its own expense. § 4.03. Upon Landlord's notice to Tenant of the performance and cost of any maintenance, repairs, or replacements under this section, Tenant must immediately reimburse Landlord for any reasonable costs incurred by Landlord under this section,together with interest on the sum at the highest legal rate from the date of the notice until the date paid by Tenant to Landlord. ARTICLE 5.UTILITIES AND GARBAGE REMOVAL Utility Charges § 5.01. Tenant will pay all utility charges for water, electricity, heat, gas, and telephone service used in and about the Premises during the lease term if direct connections (including submeters) for such services are available. Tenant will pay the charges directly to the utility company or municipality furnishing the service before the charges are delinquent. Landlord will pay for utilities where direct connections are not available. Garbage Removal § 5.02. Tenant will pay for all garbage removal from the Premises during the lease term. ARTICLE 6. ALTERATIONS,ADDITIONS,AND IMPROVEMENTS Consent of Landlord § 6.01. Tenant may not make any alterations,additions, or improvements to the Premises without Landlord's prior written consent. Landlord may not unreasonably withhold consent for nonstructural alterations,additions,or improvements. Property of Landlord § 6.02. All alterations, additions, or improvements made by Tenant will become Landlord's property when this lease terminates. But Landlord may require that Tenant remove any alterations,additions,and improvements installed or made by Tenant,and any other property Tenant placed on the Premises, when the lease terminates. If Landlord requires Tenant to remove the alterations, additions, or improvements, Tenant must repair any damage to the Premises caused by the removal. Industrial Lease Agreement Page 4 ARTICLE 7.TRADE FIXTURES AND SIGNS Trade Fixtures § 7.01. Tenant may, at all times, erect or install shelves, bins, machinery, equipment, or other trade fixtures, in, on, or about the Premises, if Tenant complies with all applicable governmental laws, ordinances, and regulations regarding the fixtures. Tenant may remove all trade fixtures when this lease terminates, if Tenant is not in default under the lease and the fixtures can be removed without structural damage to the building. Tenant must repair any damage to the Premises caused by removing trade fixtures, and all the repairs must be completed before the lease terminates. Any trade fixtures not removed by Tenant when this lease terminates are considered abandoned by Tenant and will automatically become Landlord's property. If any trade fixture installed by Tenant is abandoned when the lease terminates, Tenant must pay Landlord any reasonable expense actually incurred by Landlord to remove the fixture from the Premises, less the fair market value of the fixture once removed, if the fixture is removed within thirty(30)days after Tenant has surrendered possession of the Premises. Signs § 7.02. Tenant may erect signs on any portion of the Premises, including but not limited to the exterior walls, subject to applicable laws, ordinances, and regulations. Tenant must remove all signs when this lease terminates and repair any damage resulting from erecting or removing the signs. ARTICLE 8.MECHANIC'S LIEN Tenant will not permit any mechanic's lien or liens to be placed upon the Premises or improvements on the Premises. Tenant will promptly pay any mechanic's lien that is filed on the Premises or on improvements located on the Premises. If Tenant does not respond to Landlord's written notice, or defaults in payment of the lien after twenty (20) days from Landlord's written notice to Tenant, Landlord may, at its option, pay the lien or any portion of it without inquiring into its validity. Any amounts Landlord pays to remove a mechanic's lien caused by Tenant to be filed against the Premises or improvements on them, including expenses and interest, are due from Tenant to Landlord and must be repaid to Landlord immediately on rendition of notice, together with interest at 10% annually until repaid. ARTICLE 9.INSURANCE AND INDEMNITY Liability Insurance § 9.01. Tenant, at its own expense, must provide and maintain in force during the lease term, liability insurance in the amount of$1,000,000.00. The policy must cover Landlord as well as Tenant, for any liability for property damage or personal injury arising from Tenant's occupying or Landlord's owning the Premises. This insurance is to be carried by one or more insurance companies authorized to transact business in Texas and approved by Landlord. Tenant Industrial Lease Agreement Page 5 must provide an insurance certificate showing Landlord as an additional insured as of the Effective Date of this Lease. Remedy for Failure To Provide Insurance § 9.02. Tenant must furnish Landlord with certificates of all insurance required by this article. If Tenant does not provide the certificates when Landlord delivers possession to Tenant, or if Tenant allows any insurance required under this article to lapse, Landlord may, at its option, take out and pay the premiums on the necessary insurance to comply with Tenant's obligations under this article. Landlord is entitled to reimbursement from Tenant for all amounts spent to procure and maintain the insurance, with interest at the rate of 10% annually from the date 0 ti Tenant receives Landlord's notice of payment until reimbursement. Hold-Harmless Clause § 9.03. Tenant will indemnify and hold Landlord harmless against any claims,demands, damages, costs, and expenses--including reasonable attorney's fees for defending claims and demands--arising from the conduct or management of Tenant's business on the Premises or its use of them; from any breach by Tenant of any conditions of this lease; or from any act or negligence of Tenant, its agents,contractors,employees, subtenants,concessionaires,or licensees in or about the Premises. If any action or proceeding is brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, will defend the action or proceeding by counsel acceptable to Landlord. ARTICLE 10. DAMAGE OR DESTRUCTION OF PREMISES Notice to Landlord § 10.01. If the Premises, or any structures or improvements on them, are damaged or destroyed by fire, tornado, or other casualty, Tenant must immediately give Landlord written notice of the damage or destruction, including a description of the damage and, as far as known to Tenant,the cause of the damage. Total Destruction § 10.02. If the building on the Premises is totally destroyed by fire, tornado, or other casualty not the fault of Tenant or any person in or about the Premises with Tenant's express or implied consent, or if it is so damaged that rebuilding or repairs cannot reasonably be completed within thirty (30) working days at a cost exceeding the amount covered by insurance (less any deductible), this lease will terminate, and rent will be abated for the unexpired portion of this lease, effective as of the date of written notification as provided in § 10.01. Industrial Lease Agreement Page 6 Partial Destruction § 10.03. If the building or other improvements on the Premises are damaged by fire, tornado, or other casualty not the fault of Tenant or any person in or about the Premises with Tenant's express or implied consent--but not to such an extent that rebuilding or repairs cannot reasonably be completed within thirty(30)working days and at a cost not to exceed $$25,000.00- -this lease will not terminate except as follows: a. If the Premises are partially destroyed before the final twelve months of the lease term, Landlord must, at its sole cost and risk, proceed immediately to rebuild or repair the damaged buildings and improvements to substantially the condition C( ) they were in before the damage. If the damage renders the Premises untenantable in whole or in part, the rent payable during the period in which they are untenantable will be adjusted equitably. If Landlord fails to complete the rebuilding or repairs within ninety (90) working days from the date of Tenant's written notification to Landlord of the damage, Tenant may terminate this lease by written notification to Landlord. Upon the notification, all rights and obligations under this lease will cease. b. If the Premises are partially destroyed in the final twelve months of the lease term, Landlord need not rebuild or repair them. If Landlord elects not to rebuild or repair and the damage rendered the Premises untenantable in whole or in part, Tenant may terminate the lease or continue it with the rent for the remainder of the lease period adjusted equitably. ARTICLE I1. CONDEMNATION Total Condemnation § 11.01. If,during the lease term or any extension or renewal of it, all of the Premises are taken for any public or quasi-public use under any governmental law,ordinance,or regulation,or by right of eminent domain, or are sold to the condemning authority under threat of condemnation, this lease will terminate, and the rent will be abated during the unexpired portion of this lease,effective as of the date the condemning authority takes the Premises. Partial Condemnation § 11.02. If less than all, but more than 40%, of the Premises is taken for any public or quasi-public use under any governmental law, ordinance, or regulation, or by right of eminent domain, or is sold to the condemning authority under threat of condemnation, Tenant may terminate the lease by giving Landlord written notice within thirty (30) days after the entity exercising the power of condemnation takes possession of the condemned portion. Industrial Lease Aareetnent Page 7 If the Premises are partially condemned and Tenant fails to exercise the option to terminate the lease under this section, or if less than 40% percent of the Premises is condemned, this lease will not terminate, but Tenant may, at its sole expense, restore and reconstruct the building and other improvements situated on the Premises to make them reasonably tenantable and suitable for the uses for which the Premises are leased. The fixed rent payable under § 2.01 of this lease will be adjusted equitably during the unexpired portion of this lease. Condemnation Award § 11.03. Landlord and Tenant are each entitled to receive and retain such separate awards and portions of lump-sum awards as are allocated to their respective interests in any condemnation proceedings. The termination of this lease will not affect the rights of the respective parties to the awards. _ ARTICLE 12. DEFAULT 01 Tenant's Default § 12.01. If Tenant allows the rent to be in arrears more than ten(10)days after it is due, or remains in default under any other condition of this lease for more than twenty(20)days after written notice from Landlord, Landlord may, at its option, without notice to Tenant, terminate this lease, or, in the alternative, Landlord may reenter and take possession of the Premises and remove all persons and property without being considered guilty of any manner of trespass and may relet the Premises (or any part of them)for all or any part of the remainder of the lease term, to a party satisfactory to Landlord and at the monthly rental as Landlord can secure with reasonable diligence. If Landlord cannot relet after reasonable efforts to do so or if the monthly rental is less than the rental Tenant was obligated to pay under this lease (or any renewal of it) plus the expense of reletting,then Tenant must pay Landlord the amount of the deficiency. Landlord's Lien § 12.02. If Tenant defaults in paying rent or any other sum due from Tenant to Landlord under this lease, Landlord has a lien upon all fixtures, chattels, or other property of any description belonging to Tenant that are placed in, or become a part of, the Premises as security for rent due and to become due for the remainder of the current lease term and any other sum Tenant owes Landlord. This lien is not in lieu of--nor in any way affects--the statutory landlord's lien but is in addition to that lien,and Tenant grants Landlord a security interest in all of Tenant's property placed in or on the Premises for purposes of this contractual lien. This does not prevent Tenant's selling any merchandise in the ordinary course of business free of such Landlord's lien. If Landlord exercises the option to terminate the leasehold, reenter, and relent the Premises as provided in the preceding section and gives Tenant reasonable notice of the intent to take possession and an opportunity for a hearing on the matter,Landlord may take possession of all of Tenant's property on the Premises and sell it at public or private sale after giving Tenant reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made, for cash or on credit, for the prices and terms that Landlord, considers best, Industrial Lease Agreement Page 8 with or without having the property present at the sale. The proceeds of the sale will be applied first to the necessary and proper expense of removing, storing, and selling the property, then to the payment of any rent due or to become due under this lease; any balance will paid to Tenant. Cumulative Remedies § 12.03. All Landlord's rights and remedies under this Article are cumulative, and none will exclude any other right or remedy provided by law or any other provision of this lease. All the rights and remedies may be exercised and enforced concurrently and whenever occasion for their exercise arises, Waiver of Breach § 12.04. All Landlord's or Tenant's waiving a breach of this lease by the other party does not constitute a continuing waiver or a waiver of any subsequent breach. ARTICLE 13. INSPECTION BY LANDLORD Tenant will permit Landlord and its agents, representatives, and employees to enter the Premises at all reasonable times for the purpose of inspection or any other purpose necessary to protect Landlord's interest in the Premises or to perform Landlord's duties under this lease. ARTICLE 14. ASSIGNMENT AND SUBLEASE Assignment and Subletting by Tenant § 14.01. Tenant may not sublet, assign, encumber, or otherwise transfer this lease, or any right or interest in it or in the Premises or the improvements on them, without Landlord's written consent. If Tenant sublets,assigns,encumbers,or otherwise transfers its rights or interests in this lease or in the Premises or the improvements on them without Landlord's written consent, Landlord may, at its option, declare this lease terminated. If Landlord consents in writing to an assignment, sublease, or other transfer of all or any of Tenant's rights under this lease, the assignee or subtenant must assume all of Tenant's obligations under this lease, and Tenant will remain liable for every obligation under the lease. Landlord may not arbitrarily or unreasonably withhold consent under this section. Assignment by Landlord § 14.02. Landlord may assign or transfer any of its interests under this lease. Industrial Lease Agreement Page 9 ARTICLE 15. MISCELLANEOUS Notices and Addresses § 15.01. All notices required under this lease must be given by certified or registered mail, addressed to the proper party,at the following addresses: Landlord: Gyant V, LLC PO Box 2182 Fort Worth,TX 76113 With a Copy To: Murphy Mahon Kerner& Farrier,LLP Attn: Gregory W.Monroe 505 Pecan Street, Ste. 101 Fort Worth,Texas 76102 Tenant: CD Builders,Inc. HC-02 Box 14740 Gurabo,Puerto Rico 00778 With a Copy To: CD Builders,Inc. Attn: Ismael Carrasquillo 9008 Trinity Blvd. Fort Worth,Texas 76053 Either party may change the address to which notices are to be sent by sending written notice of the new address to the other party in accordance with the provisions of this section. Parties Bound § 15.02. This agreement binds--and inures to the benefit of--the parties to the lease and their respective heirs, executors, administrators, legal representatives, successors, and assigns when this agreement permits. Texas Law To Apply § 15.03. This agreement is to be construed under Texas law, and all obligations of the parties created by this lease are performable in Tarrant County,Texas. Legal Construction § 15.04. If one or more of the provisions contained in this agreement are for any reason held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability will not affect any other provision of the agreement, which will be construed as if it had not included the invalid, illegal,or unenforceable provision. Industrial Lease Agreement Page 10 Prior Agreements Superseded § 15.05. This agreement constitutes the parties' sole agreement and supersedes any prior understandings or written or oral agreements between the parties with respect to the subject matter. Amendment § 15.06. No amendment, modification, or alteration of this agreement is binding unless in writing, dated subsequent to the date of this agreement,and duty executed by the parties. Rights and Remedies Cumulative § 15.07. The rights and remedies provided by this lease are cumulative,and either party's using any right or remedy will not preclude or waive its right to use any other remedy. These rights and remedies are in addition to any other rights the parties may have by law, statute, ordinance, or otherwise. Attorney's Fees and Costs § 15.08. If, as a result of either party's breaching this agreement, the other party employs an attorney or attorneys to enforce its rights under this lease, then the breaching or defaulting party will pay the other party the reasonable attorney's fees and costs incurred to enforce the lease. Force Majeure § 15.09. Neither Landlord nor Tenant is required to perform any term or covenant in this lease so long as performance is delayed or prevented by force majeure, which includes acts of God, strikes, lockouts, material or labor restrictions by any governmental authority, civil riot, floods, and any other cause not reasonably within Landlord's or Tenant's control and that Landlord or Tenant cannot, by exercising due diligence,prevent or overcome, in whole or part. Time of Essence § 15.10. Time is of the essence of this agreement. The undersigned Landlord and Tenant execute this agreement on , at County,Texas. Industrial Lease Agreement Page 11 LANDLORD Gyant V, LLC A Texas limited liability company By: Name: Title: TENANT CD : ders,Inc. • By: • Name:l!smael Carrasquillo Title: President Industrial Lease Agreement Page 12 Exhibit A Legal Description Being the portion of Lot 1, Block 1, TRINITY INDUSTRIAL PLAZA ADDITION, an Addition to the City of Fort Worth, Tarrant County, Texas according to the plat thereof recorded in Cabinet 388-143, Slide 50, Plat Records of Tarrant County, Texas as shown on the Site Plan attached as Exhibit 13. t) Industrial Lease Agreement Page 13 Exhibit B Site Plan EXHIBIT"A" -- -_ v� a i's° a., '6q3 7Rt�ltY i:7'/ / nrt fix/ is tA ; cs ., k ,, 9D<Py , 3_il a 7%H t, ,�,y,, $' ammsat + a. Cowtaleer e a 39 .E ys 23,561 SF ).. ,,� ,.,v- ... kh,S F t '4 �' ✓CfA a �g$s�a+p'$+B g :P'< .p� J3r PP V.'J. bah. N. P•`n�'Q' W�'a'r.t6 4ti�' 6 7 �` ns 3'4",.��$ 'M$CroJ''9 v, �N'T. i , y: " - 4".0'''..5±:".4V ":7b z.' ,.)r---1' C .a ` .4 � 4'S� V 44 "1.`,.`:-.• 44*e.<04. + $ *.lPW).. 4 'I�' 4'a37p A.Ay + fi .* y S 0'52'37'E 904.81' Industrial Lease Agreement Page 14 CD BUILDERS, INC. General Contractors Appendix TEXAS DEPARTMENT OF TRANSPORTATION QUALIFICATION LETTER BONDING LETTER NCTRCA CERTIFICATION TEXAS SECRETARY OF STATE CERTIFICATE OF FILING Afr Texas Depart ment of Transportation DEWITT C.GREER STATE HIGHWAY BLDG•125 E.11TH STREET•AUSTIN,TEXAS 78701-2483•512)463-8585 August 1, 2013 CD Builders, Inc. P.O. Box 1002 Hurst, Texas 76053 Dear Contractor: Your Bidder's Questionnaire as of December 31, 2012 is satisfactory and qualifies you to bid on waived projects let by the Texas Department of Transportation work through December 31, 2013. Your bidding capacity has been set at $103,330,000.00. You may request and receive bidding proposals for waived projects on which the engineer's estimate does not exceed this amount, less any uncompleted work under contract with the department. • If we may be of further assistance, please contact us at 512-416-2584. Sincerely, jl•I �� 2013.08.08 10:30:04-05'00' Brian Hohle Manager, Contract Letting and Contractor Prequalification TxDOT Vendor Code #: 15921 THE TEXAS PLAN REDUCE CONGESTION•ENHANCE SAFETY•EXPAND ECONOMIC OPPORTUNITY•IMPROVE AIR QUALITY PRESERVE THE VALUE OF TRANSPORTATION ASSETS An Equal Opportunity Employer Endurance November 20, 2013 RE: BONDING CAPACITY LETTER To Whom It May Concern: Please be informed that Endurance Reinsurance Corporation of America has been giving surety support to CD Builders,Inc.since 2001 with excellent experience. In the past, we have issued bonding lines up to $25,000,000 with an aggregate bond limit of$60,000,000. We are willing to consider similar or larger credit limits in the future subject that the contractor meets our established underwriting requirements at time bonds need to be executed. We highly recommend CD Builders,Inc.because of their integrity and responsibility in their business affairs. Sincerely, /3( 4}5 Roberto De Soto Lopez,AFSB Attorney-in-Fact t«stfene Endurancx Reinsurame Ctrcponninn of America la4plsann 914.468.8001 iii Wrstchcstes Aveeuc feaMdl.t 914.997.0331 White Plains.NV 10604 l cr .. No Cell Teas Regional Clinifinion Agency Thursday, May 23, 2013 Ismael Carrasqulilo Sancti CD Builders, Inc. HC-02 Box 14740 Gumbo PR 00778 RE: DBE Certification Affidavit No.21847 Dear Mr. Sanchez: Congratulations! Your firm has been certified by the North Central Texas Regional Certification Agency("Agency")and the Texas Unified Certification Program("TUCP") in accordance with 49 CFR part 26 as a: Disadvantagted Business Enterprise(DBE) in the following area(s): 237310; Highway,Street.and Bridge Construction(pt); Your Certification Identification Number is HMDB57541Y0514. This certification is valid for one year. To remain certified,all DBE's are required to update all pertinent information annually prior to the expiration of their certificate. Any changes to contact information, ownership, and/or expansion of services should be communicated to the Agency within 30 days of the change. Failure to provide these changes could result in your firm being removed from the certified vendor database. The Agency and/or the TUCP reserve the right to re-evaluate a firm's certification status at anytime that they determine such re-evaluation is warranted. This number should be used on bids, requests for proposals and other correspondence with any Agency regarding your DBE status. Moreover, you should provide your certification number to prospective bidders and proposers on any projects as evidence of your certification status as a DBE. Thank you for your participation In the Disadvantaged Business Certification Program. Please contact me at(817)640-0606 if you have any questions or if I can be of assistance to you. Since , S eena Morgan Executive Director 624 Six Flags Drive,Suite 100 * Arlington,Texas * 76011 * 817-640-0606(phone) * 817-640-6315(fax) * www.nctrca.org i. 11 ib ;:-:::1-.,,...„. , _ I • C k 0 i4 fli°' : .., ,..,:,:,: , 3 I O 4 y ,, .:_.X : o.1 u :.,,,, . ..._f. , , , Oft da AA s go 0 a ' 1,„ tI , _ Q� r= a) 0 R U ta.I ' { ti pet ow( It o 12 /aN m i O . finial • � M ■ co � ;i C W a,w a N t s C @CD a'� O y'a.8 M Q r 0 V a VI IS V i $ 0 8 d m logb i� y C y 0 I 2 ta tz ik; m 1:,-.-.,:'..,...0 o o z . f 0)1 Jill.� O # 4t q ,• __ ,,, . - 0 . --'s a) 01 . a e., ■ ''' -.,,--'11 : F.. I It ' I 1 , ‘toilli-- *I-- I ,,.. . .r; g , • } k I.-_. �,r,-.. T 2. / Corporations Section �Pi E p John Steen P.O.Box 13697 ,... �� Secretary of State Austin,Texas 78711-3697 (z .t t:' _4, ?�,,X Office of the Secretary of State CERTIFICATE OF FILING OF CD Builders, Inc. File Number: 801744109 The undersigned, as Secretary of State of Texas, hereby certifies that an Application for Registration for the above named Foreign For-Profit Corporation to transact business in this State has been received in this office and has been found to conform to the applicable provisions of law. ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing the authority of the entity to transact business in this State from and after the effective date shown below for the purpose or purposes set forth in the application under the name of CD Builders, Inc. The issuance of this certificate does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946,the Texas trademark law,the Assumed Business or Professional Name Act, or the common law. Dated: 03/05/2013 Effective: 03/11/2013 7•SS ,,tfl 72:17.2r.1"' ti4ZPO x (� 14: -.. St,' ° John Steen f Secretary of State Come visit us on the Internet at http://www.sos.state.tx.us! Phone:(512)463-5555 Fax: (512)463-5709 Dial:7-1-1 for Relay Services Prepared by:Lisa Sasin TID: 10308 Document:469117660003 ii