Term
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Definition
1. an investment of money
2. in a common enterprise
3. with expectation of profits
4. solely through the efforts of the promoter |
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Term
| risk capital test- alternative to investment contract |
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Definition
(golf course to be developed)
1. investor invests money
2. with the hope of some return
3. in an enterprise over which the investor has no significant control |
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Term
| SEC v Howey Co.- investment contract |
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Definition
| sale of parcels of land in a citrus grove. the investors had an assumption and expectation of receiving a profit w/o any active effort on their part. |
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Term
| SEC v. Edwards- payphones |
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Definition
| an investment promising a fixed rate of return can be an investment contract and thus a security |
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Term
| SEC v. Glenn Turner- through the essential & managerial efforts of others |
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Definition
| as long as someone other than the investor makes the essential managerial efforts that will ultimately determine the failure/success of an enterprise, an investment contract may still exist even if the investor is active in the enterprise and isn't depending solely on the efforts of others for profits |
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Term
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Definition
1. vertical commonality- enterprise has to include one promoter per investor
2. horizontal commonality- the promoter is in common btw the investors |
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Term
| Reves v Ernst & Young- definition of a security |
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Definition
| encompasses almost any instrument that might be sold as an investment, like notes. any purchase of RE, that doesn't involve the direct purchase of a deeded interest in an entire prop, by 1 individ buyer... |
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Term
| family resemblance test- is a note a loan or a security? |
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Definition
(Reves v Ernst & Young)
1. proceeds used to buy specific assets or general financing
2. repayment contingent on profit
3. the number of notes to payees
4. how the investment is characterized by the parties |
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Term
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Definition
| needed to run a securities' brokerage firm |
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Term
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Definition
| can only sell direct participation program (DPP) securities |
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Term
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Definition
| general securities representative working for a general securities principal |
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Term
| SEC v Ralston Purina- whether the particular class of investor needs the protection? |
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Definition
(public v private)
1. the number of offerees and their relationship w/ each other and the sponsor
2. the number of sec's offered
3. the size of the offering
4. the manner of the offering |
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Term
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Definition
| (joint) net worth=$1 mill including principal residence, or annual income is $200k or joint $300k |
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Term
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Definition
1. offering not to exceed $1 mill
2. unltd accredited investors
3. offering must be a specific property
4. every 12 months |
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Term
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Definition
1. offering not to exceed $5 mill
2. 35 non-acc investors
3. unltd accredited investors
4. specified, semi-specified, blind pool
5. every 12 months
6. bad boy disqualification |
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Term
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Definition
1. more than $5 mill
2. 35 or less sophisticated investors
3. unltd acc investors
4. no general solicitation
5. specific, semi-specific, blind pool |
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Term
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Definition
| non-accredited investor with knowledge and experience or a purchaser representative |
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Term
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Definition
1. injunction
2. barred by FINRA
3. criminal convictions |
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Term
| integration- prevent a sponsor from avoiding registration by breaking one single lg offering into several sm offerings |
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Definition
1. single plan of financing
2. same class of securities
3. offerings are made at/ab the same time
4. same type of consideration is to be received
5. offerings are for the same general purpose |
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Term
| NISMIA 1996- states cannot require nething more than the fed gov.'t does |
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Definition
| filing of form D and a fee- no later than 15 days after your first sale |
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Term
| Rule 147- intrastate offering exempt |
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Definition
1. only to residents of one state
2. principal office in that state
3. grp must be doing signif biz in that state- 80% assets, revenues, offering proceeds |
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Term
| reg D- safe harbor for a sponsor |
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Definition
1. no restrictions to the dollar amt
2. no restrictions to gen solicit
3. it is the responsibility of the sponsor to assure that the elements of rule 147 are met |
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Term
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Definition
1. %5 mill+
2. before you sell, your offering docs must be approved by the SEC
3. don't need audited financials
4. before the SEC approves your docs, you're allowed to test the waters to see if there's interest in your securities |
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Term
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Definition
| you cannont misrep material facts or omit to state material facts |
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Term
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Definition
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Term
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Definition
| private offering exemption |
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Term
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Definition
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Term
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Definition
1. created SEC
2. licensing of securities professionals |
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Term
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Definition
| the offering is okay, if it's insignificant to the offering as a whole and you acted in good faith, and you acted reasonably |
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Term
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Definition
Thermal energy in motion
Flows from higher to lower
1 Btu=1 match; 1000 Btu=1 kBtu
1 million Btu=1 MMBtu; 1 therm=90000 Btu |
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Term
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Definition
| Movement of heat through a substance or btw 2 substances in contact w/ each other; fire poker |
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Term
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Definition
| Movement of heat by the actual movement of the heated fluid; spin the beer in ice bucket; baseboard heat; oven |
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Term
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Definition
| Energy transmitted across a space or void by electromagnetic waves; coal in a grill; baked potato in aluminum foil; warm beer in freezer |
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Term
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Definition
| Level of motion or agitation of molecules; Celsius=(F-32)/1.8; Fahrenheit=(1.8*C)+32 |
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Term
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Definition
| Mass per unit volume; lb/ft3 |
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Term
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Definition
| Amt of heat that must be added/removed from one lb 2 change its temperature by 1 degree; Btu/(lb*F) |
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Term
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Definition
| 62.4 lb/ft3; concrete is more dense but less efficient than water |
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Term
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Definition
| Phase change of a substance; ice to liquid |
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Term
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Definition
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Term
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Definition
| Combination of temp & humidity; seasonal relationships; sex, age & climate; clothing, wind, mean radiant temp & mets |
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Term
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Definition
| Percent people dissatisfied; 20% at 68-79 degrees |
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Term
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Definition
| Temperature of the mixture of air |
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Term
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Definition
| Temp measured by a thermometer with a wetted sock covering its bulb as fast moving air passes across it; evaporative cooling; AZ |
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Term
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Definition
| Ratio of moisture present in the air to the max amt of moisture it can hold @ the same temp and pressure; 30-60%; higher RH=higher Tdp |
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Term
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Definition
| Temp of air/water vapor mixture when it is fully saturated; if surface temp < Tdp, condensation will occur |
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Term
| Humidity Ratio/Absolute Humidity/Specific Humidity/w |
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Definition
| Ratio of weight of moisture compared to weight of air; measure of actual amt of present water |
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Term
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Definition
| Quantity of heat contained in air mixture; enthalpy=sensible heat+latent heat |
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Term
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Definition
| Volume per unit mass of the air sample; ft3/lb of dry air |
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Term
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Definition
| Amt of heat required to change the temp of a specific volume of a substance 1 degree; Btu/(ft3*F) |
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Term
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Definition
| Water/gas vapor & air temp/pressure |
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Term
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Definition
Sustainability is our ability to meet current needs without harming the environmental, economic, and societal systems on which future generations will rely for meeting their needs. It
does not mean we must surrender our lifestyle by living in the cold and dark; nor does it mean building a hut in the woods where local lumber can be used. It simply means using resources wisely. Embracing values of sustainability ensures that decisions made and actions taken today do not hinder the existence of future generations. |
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Term
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Definition
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Term
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Definition
| Fresh air for a healthy environment; dilute odors, water vapor and carbon dioxide in an occupied space; bring in outdoors, exhaust outdoor air, mix outdoor air, distribute mixed air throughout bldg |
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Term
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Definition
| Architect/engineer/general contractor |
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Term
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Definition
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Term
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Definition
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Term
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Definition
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Term
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Definition
| Heat is lost through walls, ceiling, etc. |
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Term
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Definition
| Heat is lost through air leakage (anywhere 2 construction materials come 2gether) |
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Term
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Definition
1 ton=12000 Btu/h=3.5 kilowatts
2 tons=24000 Btu/h |
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Term
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Definition
| Different area for service to different end user |
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Term
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Definition
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Term
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Definition
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Term
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Definition
| Air is constantly supplied at the same volume flow rate (CFM), temp of air is changed in coils; less energy efficient than VAV systems |
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Term
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Definition
| Air temp generally remains constant, delivered to zone in varying amts (volumes); temperature is only slightly changed in coils; 15-25 CFM/person; smoker's multiplier=4 |
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Term
| Solar Heat Gain Coefficient/SHGC |
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Definition
| The SHGC is the fraction of incident solar radiation admitted through a window, both directly transmitted, and absorbed and subsequently released inward. SHGC is expressed as a number between 0 and 1. The lower a window's solar heat gain coefficient, the less solar heat it transmits. |
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Term
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Definition
Wood stud=1
Steel stud=324 |
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Term
| Seasonal Energy Efficiency Ratio/SEER |
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Definition
Current min is 13; ratio of an average heat extraction over energy input
High efficiency>15
Avg=10 |
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Definition
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