Los Banos City Council
October 15, 2025

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City of Los Banos Use Only
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BY (Authorized Signature) DATE SIGNED (Do not r:ype)
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PRINTED NAME and TITLE OF PERSON SIGNING

ADDRESS

AGENCY NAME
BY (Authorized Signature) DATE SIGNED (Do not type)
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PRINTED NAME and TITLE OF PERSON SIGNING

ADDRESS
D Exempt per

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The City of Los Banos (referred to interchangeably herein as "the City") has the option to amend this Agreement to extend the time of performance of the contract, with no additional cost or charge to the City.

The City and Contractor agree to cooperate with each other to fulfil their responsibilities and obligations under this Agreement. Both City and Contractor shall endeavour to maintain a good working relationship among members of the project team.

The Contractor represents that all services and work for which it is compensated by the City, whether performed by the Contractor or subcontractor, are necessary and essential for the Contractor to render its professional judgment in the performance of the Contract.

ARTICLE 1, DEFINITIONS
For purposes of this Agreement the following definitions shall apply:

A. AGREEMENT: The written and executed document known as the City of Los Banos Standard Agreement, together with those Contract Documents identified therein and any Change Orders or Amendments thereto made in writing, signed by the parties, and approved as required. The terms Agreement and Contract are used interchangeably throughout this document.

B. APPROPRIATE AUTHORITIES/AGENCIES: Any private, local, municipal, county, state, regional or Federal authority or agency that may be involved with the Project. This term is intended to include those agencies and authorities that may require information, specifications, approvals, etc., in connection with the Project on either a voluntary or non-voluntary basis.

C. AS-BUILT DOCUMENTS: Those documents showing the project as it was constructed. As-Built documents include any change or clarification to the construction documents.

D. BEST VALUE: The value determined by evaluation of objective criteria that relate to demonstrated competence and on the professional qualifications necessary for the satisfactory performance of the services required.

Other factors that will be considered include, features, functions, life cycle costs, experience, and past performance.

E. CONCEPT DRAWINGS: Any schematic drawings or architectural renderings that are prepared in such detail necessary to sufficiently describe the City's needs.

F. CONTRACT DOCUMENTS: The Contract Documents form the Contract for Progressive Design Build and consist of the Agreement, together with those documents set forth in the Agreement and any Change Orders or Amendments thereto made in writing, signed by the parties and approved as required.

G. CONTRACTOR: The Progressive-Design-Build Entity that has entered into a Contract with the City identified as such in the Contract, and referred to throughout the Contract as if singular in number. The term "Contractor" means the Contractor or the Contractor's representatives and includes those representatives providing construction contracting, professional architectural and/or professional engineering services as required herein.

H. CONSTRUCTION PROJECT MANAGER: The consultant who may be retained by the City to assist in the administration of the Preconstruction Phase and Progressive-Design-Build phases of the project.

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I. CONSTRUCTION SUBCONTRACT: The subcontract awarded by the Progressive-Design-Build entity to a subcontractor that will perform work or labor or render service to the Progressive-Design-Build entity in or about the construction of the work or improvement, or a subcontractor licensed by the State of California that, under subcontract to the Progressive-Design-Build Entity, specifically fabricates and installs a portion of the work or improvement according to detailed drawings contained in the plans and specifications produced by the Progressive-Design-Build Team.

J. PROGRESSIVE-DESIGN-BUILD: A construction procurement process in which both the design and construction of a project are procured from a single entity.

K. PROGRESSIVE-DESIGN-BUILD BUDGET (also known as "Project Budget"): The budget amount established by the City that represents the total cost for the Project, including the cost to perform all activities necessary to complete the Preconstruction Phase and the Progressive-Design-Build Phase.

L. PROGRESSIVE-DESIGN-BUILD ENTITY (PDBE, also known as "Progressive-Design-Builder"): A partnership, limited liability company, joint venture, corporation, or other legal entity that is able to provide appropriately licensed contracting, architectural, and engineering services as needed pursuant to the Progressive-Design-Build Contract.

M. PROGRESSIVE-DESIGN-BUILD TEAM: The PDBE itself and the individuals and other entities identified by the PDBE as members of its team. Members shall include, but are not limited to, the Architect and Engineers of Record, the general contractor, and any subcontractors responsible for the design and construction of the Project.

N. GUARANTEED MAXIMUM PRICE (GMP): The maximum payment amount agreed upon by the City and the PDBE for the PDBE to finish all remaining design, preconstruction, and construction activities to complete and close out the project.

0. PROGRESSIVE-DESIGN-BUILD PROJECT: A capital outlay project using the Progressive-Design-Build construction procurement process.

P. PROGRESSIVE-DESIGN-BUILD: A project delivery process in which both the design and construction of a project are procured from a single entity that is selected through a qualification-based selection at the earliest feasible stage of the project.

Q. PROJECT CRITERIA: The information that fully describes the scope of the proposed Progressive-Design-Build project and includes, but is not limited to, the size, type, and design character ofthe buildings and site; the required form, fit, function, operational requirements, and quality of design, materials, equipment, and workmanship; and any other information deemed necessary to sufficiently describe the City's needs. Project Criteria may include concept drawings, which include any schematic drawings or architectural renderings that are prepared in the detail necessary to sufficiently describe the City's needs.

R. PRECONSTRUCTION PHASE: The period following the award of a contract to a PDBE for a Progressive-DesignBuild project in which the PDBE completes necessary design activities and any preconstruction activities to produce a GMP.

S. PROGRESSIVE-DESIGN-BUILD PHASE: The remaining design and preconstruction activities necessary after the Preconstruction Phase, and all construction activities, necessary to complete construction and closeout of a Progressive-Design-Build project.

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T. PROJECT: The total design and construction of the work performed under the contract as described in Exhibit A, Project Description.

ARTICLE 2. PROJECT BUDGET
During the Preconstruction Phase, the Contractor shall complete the documents that will form the basis of the GMP, including but not limited to all program documents, design guidelines, project narratives, drawings, specifications, and other contract documents as required, such that the cost of the Project will not exceed the Progressive-Design-Build Budget. It is agreed that in the event the City and the Contractor cannot agree to a GMP, the Contractor shall, at the direction of the City and at no further cost to the City, revise the applicable documents so as to establish a GMP satisfactory to the City.

The current Progressive-Design-Build Budget for this project is $7,800,000 ARTICLE 3. SCHEDULE OF WORK
Time is of the essence for this Agreement. The Contractor shall work with the City to develop a master project schedule, including project milestones and deliverables. The schedule may be adjusted at the sole discretion of the City.

The Contractor shall commence work under this Agreement only when directed by the City in writing and shall prosecute the work diligently to complete the work as follows:

Preconstruction Phase: Upon notice to proceed from the City, Contractor shall perform work for this phase until completion of all the work, reference Exhibit A. The duration is 5 months.

Progressive-Design-Build Phase: Following the execution of an amendment to the Agreement, Contractor will perform work for this phase until completion of all work on the Project, including but not limited to, commissioning and all Project closeout activities. The duration ofthe Progressive-Design-Build Phase is 15 months.

ARTICLE 4, CONTRACTOR'S TEAM
A. The Contractor has been selected to perform the work herein, in part, because of the skills and expertise of key individuals and/or firms listed in Exhibit B-1- Contractor's Team. Substitution of the individuals and/or firms identified in Exhibit B-1 is not allowed except with prior written approval of the City. Substitutions of key individuals and/or firms shall be limited to those instances when deemed absolutely necessary.

B. The Contractor shall designate a principal or qualified, experienced senior staff member, satisfactory to the City, as the project manager who shall, so long as performance continues to be acceptable to the City, remain in charge oft he services for the Project. Additionally, the Contractor must furnish the names of all lead or key people in Contractor's firm that shall be associated with this Project. If the designated project manager or any other designated lead or key person fails to perform to the satisfaction of the City upon written notice, the Contractor shall have 15 calendar days to remove that person from the Project and replace that person with one acceptable to the City. A project manager and all lead or key personnel for any subcontractor must also be designated by that subcontractor and are subject to all conditions stated in this paragraph.

C. Contractor covenants that Contractor has no existing interest and shall not acquire any interest, direct or indirect, which could conflict in any manner or degree with the performance of services required under this Agreement and that no person having any such interest shall be employed or subcontracted by Contractor.

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D. The Contractor, and the agents and employees of Contractor, in the performance of the Agreement, shall act in an independent capacity and not as officers or employees or agents of the City of Los Banos.

ARTICLES.

BASIC SERVICES

SERVICES
Contractor agrees to provide all services required by and in accordance with this Article and Exhibit A- Scope of Services and other necessary and incidental services that are required to provide architectural, engineering and support services for the Project. The City reserves the right to terminate the Agreement at any time. Contractor shall not be entitled to payment for any service not authorized by the City.

A. BASIC SERVICES
Contractor shall:

1. Contract for, or employ at Contractor's expense, subcontractors or personnel to the extent deemed necessary for the Scope of Services for the Project. Contractor's personnel and subcontractors shall include but be not limited to architects, as such by the State of California and all other subcontractors necessary for development of the Project. The City reserves the right to reject the use of any subcontractor.

2. Consult and meet, as necessary, with normal and customary employees, agencies, and/or representatives of the City relative to the development of a GMP, design, and construction of the Project.

3. Conduct Project status meetings with the City, Construction Project Manager, equipment vendors, other professionals employed by the City, and other agencies as needed and directed by the City during the Project. For all meetings, the Contractor shall prepare meeting agendas, take meeting notes, and prepare meeting minutes that shall be distributed to the Project team in a timely manner.

4. Field check existing conditions as required to complete the work of this Agreement. All field checks of existing conditions must be documented by means of a report. The report must identify the existing conditions found and list recommendations or plans of action.

5. Be responsible for the professional quality, technical accuracy and the coordination of all analyses, reports, studies, surveys, plans, designs, drawings, specifications, and other deliverables and services provided by Contractor under this Agreement. Contractor shall, without additional compensation, correct or revise any errors or omissions, and incorporate responses to the City's review comments in provided deliverables until the deliverables are accepted by the City. Documents shall be prepared in full compliance with all applicable building codes, ordinances, and other requirements of regulatory authorities. The documents produced shall, at a minimum, comply with all applicable California State Building Codes, to include but not be limited to, Title 8 (Industrial Relations), Title 17 (Public Health), and Title 24 (Building Standards).

6. Unless otherwise noted, provide all contract deliverables to the City in at least two (2) electronic file formats: Portable Document Format (PDF), CADD as applicable; and the native file format(s) of the program(s) in which the documents were created. Electronic files shall not be password protected. All PDF files shall allow printing, copying, and extracting content, and adding mark ups. All native files shall be able to be used in their native program, edited, and manipulated by the City.

7. Maintain a document management system to store, manage and facilitate the creation and review of the conformed Project Criteria, reports, studies, surveys, programs, agendas, minutes, designs, drawings,

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ARTICLE 6.
specifications, and other contract deliverables as applicable. At a minimum, provide access to the document management system to the Los Banos Community and Economic Development Department, and the Construction Project Manager at no additional cost to the City. U pan completion of the Scope of Work in Exhibit A, provide electronic copies of all contract deliverables to the City on a portable hard drive.

EXTRA SERVICES
A. Extra services shall be performed by Contractor only if prior written notification to proceed is given by the City.

B. The fee for extra services shall be based on the mutual acceptance of a lump sum increase or decrease in costs.

Upon the City's written request, the Contractor shall furnish a detailed estimate of the increase or decrease in costs and time, together with cost breakdowns of labor, schedules, materials, equipment, and other supporting data within the time specified in such request. Cost breakdowns shall include but are not limited to hourly labor rates and hours; material quantities and unit costs; and equipment hourly rates and hours, as an example.

Contractor may not invoice the City for extra services without a written Amendment to this Agreement signed by both parties and approved by the City authorizing the extra services.

ARTICLE 7. DISPUTES AND CLAIMS PROCEDURES
The parties hereto mutually agree that the resolution of any claim or disputes arising under this Agreement shall be resolved pursuant to the following:

A. If the Contractor disputes any action by the City's Representative (Project Manager or Director) arising under or out of the performance of this contract, the Contractor shall notify the City's Representative of the dispute in writing and request a claims decision. The City's Representative shall issue a decision within 30 days of the Contractor's notice. If the Contractor disagrees with the City Representative's decision, the Contractor shall submit a formal claim to the Director of Community and Economic Development. The Director of Community and Economic Development shall issue a decision within 15 days of receipt of Contractor's formal claim.

The decision may encompass facts, interpretations of the Agreement, and determinations or applications of the law. The decision shall be in writing following an opportunity for the Contractor to present oral or documentary evidence and arguments in support of the claim. This administrative process must be followed prior to arbitration.

B. Contractor agrees to proceed with all work ordered by the City pending the outcome of any claim, dispute, or arbitration.

C. Arbitration: Any Claim filed is not resolved by the above procedures shall be resolved by arbitration in accordance with the provisions of Public Contract Code Section 10240 et seq Either party may initiate arbitration by filing a Complaint in Arbitration with the Office of Administrative Hearings in Sacramento, California, in compliance with the requirements of Public Contract Code Section 10240, et seq., and Title 1,.

Arbitration shall be conducted in Sacramento, California.

ARTICLE 8, CITY REPRESENTATIVE
For the purposes of this Agreement, the City Representative shall be as designated in Article 9 - Notices.

The City Representative is not authorized by the City to make any commitments or changes which shall affect the price, terms, or conditions of this Agreement except by written amendment.

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ARTICLE 9. NOTICES
Any notice may be served upon either party by delivering it in writing by overnight delivery service, or by depositing it in a United States mail deposit box with the postage thereon fully prepaid and addressed to the party at the address as set forth below:

CONTRACTOR:

Swinerton Builders/ The Taylor Group
1382 E Alluvial Ave, Ste. 101
Fresno, CA 93720
Attn: Jeff Good
Email: [email protected]

CITY:

City of Los Banos
Community and Economic Development
520 J Street, Los Banos, CA 93635
Attn: Stacy Souza Elms
Email: [email protected]
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EXHIBIT A. SCOPE OF SERVICES

PROJECT DESCRIPTION
The building comprises 4,658 sf on the First Floor and 4,664 sf for a total of 9,322 sf. This includes a singlestory shed "wing" 364 sf in area and which is substandard construction and is to be demolished. With the shed removed the First Floor is 4,294 sf and the overall building is 8,958 sf. The building is a classic midcentury modern design, contributing to the aesthetic of downtown Los Banos. The project also includes the reuse of the old Police Station properties based on a feasibility study, and modernization improvements at City Hall to update workspaces, cubicles and electrical systems. These upgrades will enhance efficiency, customer service, and interdepartmental collaboration.

PRECONSTRUCTION PHASE
A. GENERAL

1. The scope of services includes, but is not limited to, providing programming services, site assessment services, design services, preconstruction services, project management services, labor, limited destructive field investigations, coordination, materials, tools, and equipment as necessary to produce a GMP and to complete the Preconstruction Phase of the Project.

2. Contractor shall perform all services identified herein, together with any related services necessary to achieve the standard of care and workmanship required by the terms of the Agreement.

3. Contractor shall certify that all Design Submissions, construction documents, or other related project documents are coordinated with all contributing subcontractors and consultants, whether they are contracted directly with the Contractor or not and must ensure quality assurance.

4. Necessary accommodations must be made to ensure City operations and activities are minimally impacted during the design and Preconstruction Phase activities.

D. EXECUTIVE SUMMARY

1. Prepare an executive summary for the project describing the general approach to design and construction. Place special emphasis on the Critical Success Factors (CSF) identified in the Project Criteria Volume 2 and the unique design and construction strategies that the project team will employ to meet the goals of the project. The executive summary should include, but is not limited to, the information below:

a. Provide overview narrative describing the Project.
b. Provide status describing activities that occur during the Preconstruction Phase and highlight any critical issues.
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c. Outline of critical issues along with resolutions (proposed or actual). d. Schedule identifying the actual status versus the planned progress of work. e. Actions proposed to recover the schedule, if applicable f. Neighborhood, traffic, parking, pedestrian, adjacent properties, and other urban issues. g. Project financial information
E. TEMPORARY JOB TRAILER FACILITIES AND CONTROLS

1. The contractor shall provide a complete portable job trailer on site.

2. The job trailer shall be fully functioning no later than thirty (30) days after NTP. The job trailer (12'x60' min) to feature a conference table and chairs to accommodate 12 occupants and construct a plan table(s) for the Inspectors' use. Plan tables shall be located near the Inspectors' area and large enough for two (2) fully opened, full-size sets of plans. Job trailer to include a private independently lockable office for use by the City and the CM.

Contractor to furnish City/CM office with 1 desk, 1 swivel chair with casters, steel, with arms, 1 two drawer filing cabinet, electrical service, climate control, and internet infrastructure (High speed), TV/Monitor (48" min.) and restroom. The Contractor shall meet with the City to confirm location of job trailer.
a. Provide and maintain a Xerox WorkCentre 7545 color copier (or approved equal) /scanner/printer/fax, or equal, and provide a continuous supply of all copier paper, toner, and maintenance services as needed. Paper sizes: 8-1/2" x 11", 8-1/2" x 14", and 11" X 17".
b. Provide one (1) 25 cubic foot refrigerator
c. Provide one (1) 1.2 cubic foot, 1200-watt countertop microwave. d. Office equipment and furnishings shall remain property of Contractor; remove from site upon completion of Contract.

3. Utility Services
a. Provide high-speed internet service required by the City shall be provided and paid for by the Contractor. Minimum requirement will be high-speed internet service at each computer location, including the conference room. Include internet connection at copier location.
b. Electrical Service: Provide all proper connections and continuously pay for service for the duration of the project.
c. Drinking Water: one (1) drinking water (hot and cold) dispenser with continuous bottle water service, cups, and dispenser; maintained and filled throughout the duration of the project, and as directed by the City.

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d. Contractor shall provide coffee pods or coffee, coffee filters, paper cups, stirs, sugar, creamer, etc. compatible with the Contractor provided coffee maker for the duration of the project.
e. Contractor to pay for all maintenance of the copier/scanner/printer/fax machine and provide sufficient paper and toner supplies, as required for the duration of the project. f. Contractor responsible to empty wastepaper baskets, fill paper dispensers; clean, and dust all furniture, files, and the like; and sweep and mop resilient and similar flooring. i. Frequency: Twice per week, minimum.
g. Internet Service Provider (ISP): Contractor shall provide an ISP with a minimum of one (1) Gbps of download speed for internet connectivity for the duration of the project to completion. Service shall be ready within thirty (30) days after NTP. Service shall be paid by the Contractor for the duration of the Work.
h. The Contractor shall furnish the services of an independent computer installer to interconnect and make fully operational all computers and computer-networked equipment identified in this section. Interconnection and operation shall include providing cables, connections, troubleshooting, service calls, etc. necessary to provide one hundred percent (100%) communication (e-mail and internet) and software operation of computer for the duration of this contract.

4. Signs
a. Project Sign: Design, fabricate and install a Project Sign on the Project site. The location of the sign shall be reviewed and approved by the City prior to installation. The 4 feet by 8 feet sign shall be painted with a white background, MDO material, digital printing and vinyl graphics, mounted on posts where the bottom of the sign shall be a minimum height of 4 feet above the ground. Include as a minimum: The City of Los Banos, title of the project, team participants, logos, and scheduled completion ("Coming Fall 2026" - as an example). Discuss contents of the sign with City and submit shop drawings of the proposed sign graphics and lettering for the City's approval prior to fabrication.

Maintain sign throughout duration of the Project and remove sign at the completion of the Project.
b. Other Signs or Advertising: Not permitted, except that Contractor's name may be placed on Contractor's job trailer.

F. PROJECT SCHEDULE

1. Contractor will provide a Baseline Project Schedule, representing all tasks necessary to complete the Project within the Project durations. The schedule shall include tasks for the Preconstruction Phase and the Progressive-Design-Build Phase. a. The schedule shall utilize the Critical Path Method (CPM) and comply with other requirements described in the reference Project documents, Contract Requirements, Section 013200 - Progress Schedules and Reports.

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b. The Baseline Project Schedule must include a summary of milestone tasks by all parties, regulatory and State approvals, reasonable durations for document review, risk, affecting the Project, demolition duration, significant milestones, consultant selection, and occupancy.
c. The schedule must include a historic treatment sub-schedule within the master scheduled identifying the historic treatment of work

2. Contractor shall report proactively on potential schedule impacts and recommend potential solutions to schedule problems.

3. The Schedule shall be updated and submitted to the City, no less than monthly.

4. Each schedule shall be submitted in the format and method approved by the City.

5. The Contractor shall utilize Primavera Project Planner for Windows software (P6) by Primavera Systems, Inc., unless the City's representative approves otherwise.

6. Contractor to include staff from the City and its program management and construction management teams for pull planning sessions while developing the overall project schedule

7. If an alternative scheduling program is approved by the City, a description of the scheduling program shall be included in the Project Management Plan.

8. The Contractor shall review the Project Schedule with the City's representative regularly and notify the City of potential schedule risks in a Risk Matrix developed by Contractor and approved by the City.

9. Contractor shall actively evaluate the schedule and identify schedule efficiencies. When schedule efficiencies are identified, Contractor shall recommend modifications to the schedule that would expedite Project completion including Preconstruction Phase.

G. COST CONTROL MANAGEMENT

1. As an initial task, the Contractor, shall review the Progressive-Design-Build budget and determine if it is sufficient to plan, design and construct the Project. a. The Contractor shall prepare a cost estimate and evaluate the estimate against the Progressive-Design-Build Budget and recommend a cost verification, once the building program and exterior upgrades are recognized.

2. The Contractor shall monitor the budget as compared to the Project scope throughout the Preconstruction and Progressive-Design-Build Phase.

3. Contractor shall recommend potential Project savings to the City. a. Recommendations for proposed savings shall be accompanied by a firm quote and shall include any applicable additional services required due to the changes, and any required changes to the schedule.

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b. Cost proposals for Project savings shall be as proposed by the Contractor and approved by the City. Acceptance of a suggested savings will be determined at the sole discretion of the City.

4. The Contractor shall establish target cost values for the components of the building in accordance with AACE format. Tracking of those values shall be reported in a format approved by the City.

If changes are suggested to the Project scope that may cause Project cost overruns, Contractor shall notify the City in writing as part of the regular project meetings.

5. Contractor shall make estimating information regularly available but no later than bi-weekly to the City so that the City can consider cost wherever possible throughout the planning, development, and design of the Project.
a. Cost Estimates will be required during preconstruction with detail consistent with that level of development defined by the Association of the Advancement of Cost Engineering ("AACE") Cost Estimate Classification System. (Class 1 detailed unit cost with detailed take off)
b. The contractor shall submit cost estimates no less than every 8 weeks.

6. If the Contractor identifies potential cost overruns, Contractor shall notify the City as part of regular development and coordination meetings.

H. MEETINGS AND CONFERENCES

1. The meetings and conferences listed should be considered as minimum recommendations and convey the City's interest in their content and purpose. The contractor should expand and modify as appropriate.

2. The Project Management Plan should clearly describe the processes and procedures to facilitate and encourage communications.

3. During the Preconstruction Phase, the Contractor shall provide in the Project Management Plan an outline for meetings and conferences, processes and procedures, and how they will be incorporated and utilized in the project.

4. Project Kick-off Conference: The objective of this meeting is to introduce the Project team members, confirm understandings, roles, responsibilities, schedules, emergency contacts, partnering, neighborhood awareness and outreach, and to review the procedural requirements of the Project as established by the contract requirements and the Project Management Plan. The Contractor will conduct the Project Kick-off Conference within fourteen (14) calendar days after the Notice to Proceed. It will be attended by the Contractor, the City's Project team, including the Construction Project Manager, the Criteria Architect, and others as appropriate. The Contractor will, with input from the Construction Project Manager, prepare the agenda. The Contractor will prepare and distribute the meeting minutes no later than three (3) business days after the meeting is held. The City shall be a participant in all meetings

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5. Systems Confirmation / Basis of Design Conferences: The objective of these meetings is to review and affirm major building systems and identify design clarifications prior to development of the remaining construction documents. The Contractor will schedule the Systems Confirmation Meetings within thirty (30) calendar days of the Notice to Proceed.

Participants to include the Contractor and designated subcontractors, the City's Project team, and others as appropriate. The Contractor will prepare the agenda with input from the City's Project team and should include all major building systems, submittal processes and procedures, major materials selection, early lead times, and other issues as appropriate.

The Contractor shall prepare and distribute the minutes to the attendees and other as appropriate. Meeting minutes shall be distributed no later than three (3) business days after such meeting is held.
6, Design Meetings: the objective of these meetings is to proactively facilitate the Contractor's liaison with the City's project team and sub-consultants for the purposes of design discussion during construction document development, completion of design development and construction documents, and to establish a mutually acceptable review procedure.

These meetings are to be held at a mutually agreed upon location. Attendees shall include appropriate members of the contractor, City, and others, as appropriate. Contractor will prepare and distribute the agenda and minutes. Meetings will include an overview of the Contractor's look ahead schedule. Meeting minutes distributed no later than three (3) business days after such meeting is held.

7. The Contractor shall conduct weekly progress meetings with the City. The objective of these meetings is to review and monitor progress, procedures, issues, schedules, and other concerns/issues of the project. Reference Project Criteria Volume 1 for more information. 8, The Contractor shall attend Materials Testing and Inspection meetings with the City, the City's Construction Manager, and any other stakeholders to develop the materials and inspection requirements for the project.

9. Each month the Contractor shall attend a payment meeting with the City's representative to agree on the percentage of the work completed during the current month to establish an amount to be requested in the Application for Payment.

10. Contractor shall attend meetings for each phase of work as required below.

11. Contractor shall keep and submit to the City meeting minutes for all Contractor lead meetings, in a format acceptable to the City.

I. DEMOLITION PACKAGE

1. The Contractor shall develop a demolition permit package including the hazardous material plan to be submitted to the local building department during the Preconstruction Phase.

J. PROJECT MANAGEMENT PLAN

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1. The Contractor shall arrange and conduct a Project Kick-off meeting, at a time and a place selected by the City's Representative, to discuss procedures to be followed after NTP is issued. For more information refer to Project Criteria Volume 1. a. The purpose ofthe meeting will be to introduce the City's key personnel and to review the contract provisions, develop the Project Management Plan (PMP), and any other items pertaining to the Project.

2. The PMP will describe the key process, preconstruction, communication procedures, administration, tracking, and maintenance of key project data, and other critical project information related to coordination and management of the Project.

3. During the Kick-off Meeting, the Contractor and the City shall identify all items that must be described and defined in the PMP and set deadlines to have those items adequately described by the Contractor, with any necessary supporting documentation. The PMP will, at a minimum, include or describe a process for the following:
a. Any requirement defined in this Exhibit A to be a part or associated with the PMP. b. Contact List
c. Communication Plan
d. Project Management Platform
e. Design Management Plan
f. Document Control
g. Submittal Schedule
h. Quality Assurance/Control Plan
i. Site Specific Safety Plan
j. Cost Management
k. Agency Having Jurisdiction Reviews, backchecks and approval

4. The PDBE shall also include an overview and plan related to the Contractors approved Project Management Software. The Plan must, at a minimum, include or address the following:

5. Documentation software platform (software) which integrates and centralizes all visual documentation throughout the construction project. Indexing and navigation system which indexes and links photographic documentation to actual construction drawings (project plans) by both date and location. Software-integrated task management tool which supports task association to visual documentation and project plans

6. Preview map or chart of the Project Management application and application tools deployed for the Project

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7. A summary of the Document Control Plan, including where and what files will be shared and available to other Project team members, with the Contractor and City.

8. Training Materials and information as required for City employees.

K. SITE INVESTIGATIONS

1. Contractor shall perform all site investigations, surveys, and studies to thoroughly verify all known site conditions, identify unknown conditions, and collect information and data necessary to develop the GMP for the Project.

2. Any destructive testing or exploration during the Preconstruction Phase will need to be patched and/or repaired to the original condition unless directed otherwise by the City.

Provide photo documentation of the original condition prior to the destructive investigation work.

L. SPACE PROGRAMMING

1. Contractor shall immediately prepare to start building on the programming contained in the Project Criteria Volumes 2 and 4. This effort is required to define the GMP. a. Contractor shall prepare a schedule of events, dates, and times to meet with the City, City representatives, and stakeholders outlining required participation by City staff.

This will be delivered to the City no later than 30 days after NTP. b. Contractor shall coordinate with the City to develop an Agenda and related project information, documentation, and tracking.

2. Consultant shall include a description of the activities, meetings, and information necessary to complete Programming for the Project in the PMP.

3. The Contractor shall hold as many meetings as necessary to complete Programming with stakeholders and City representatives.

4. Contractor shall work with the City's Representative to identify all Project Stakeholders and their level of engagement for programming and design during preconstruction.

5. The City's Representative shall support coordination with Project Stakeholders.

6. Contractor shall provide programming services to define, clarify and refine the project program that will best achieve the City's needs, function, quality, performance, and to confirm the Progressive Design Build Budget and schedule.

7. Contractor shall hold meetings with the City, City representatives, consultants and Project Stakeholders as needed to develop a Project Program that is approved by the City. a. Stakeholder Interviews: Coordinate and perform all interviews of stakeholders as necessary to establish facility and program needs.
b. Contractor shall incorporate and implement Change Management, Telework Standards and the impacts to the program.

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8. Contractor shall be responsible for preparing a comprehensive space program, including but not limited to, detailed space requirements, room data sheets, blocking and stacking, special tenant requirements, and space plans.
a. Provide a spreadsheet listing all proposed program spaces, sizes of areas and rooms, and other square footages as compared to the Project Criteria. Deviations from the provided documents are to be clearly highlighted.
b. Provide a written description and necessary graphics showing assignable program space (ASF), outlining inclusions/exclusion for net departmental program space (NSF), and measure gross building area (GSF) including measurement method. i. All square footage calculations shall be sub-totalled per department, per agency, per floor, and per building.

M. DESIGN

1. Upon receipt of the NTP, the Contractor shall commence the design of the building systems and the preparation of the Construction Documents.

2. Contractor shall provide architectural, engineering, and consulting services as required to construct the Project in all details in accordance with good practice, applicable building codes, and the Project Criteria.
3, Contractor shall complete the programming and obtain final approval from the City.

4. Contractor shall provide a copy of agreements with architects, engineers, and consultants to the City.

5. The necessary design services shall be apportioned into the Preconstruction Phase to support the development of the GMP. Contractor shall manage the services provided so that the transition between phases is seamless. The design services may be provided under either or both contract phases and in many instances will be started in the Preconstruction Phase and completed in the Progressive-Design-Build Phase.

6. Contractor shall meet at least weekly with City, City representatives, and consultants and provide such information as necessary to inform City of the Project design status and obtain City input and approval regarding design issues. a. The Contractor shall be responsible for scheduling and coordinating the participation in these meetings.

7. Provide seNices to develop a final space program and prepare plan layouts to reflect the requirements of all Project Stakeholders and tenant departments.

8. Design Submissions
a. Contractor shall prepare Design Submissions to the level of development consistent with the guidelines provided in the Project Criteria.

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b. Contractor shall separately identify in writing at the time of each of its formal submissions of Design Documents, any portions thereof that by reason of information contained or omitted constitute deviations from the requirements of the Project Criteria, General Conditions, Project Program, design intent or approved deviations previously approved by City.
c. All Design Submissions shall be submitted in a format and file type approved by the City.
d. Specifications shall not contain restrictions that will limit competitive bids. Where articles, materials, and equipment are identified by brand names, at least two brand names shall be specified, and shall be followed by the words "or equal". Exceptions shall only be as permitted by California Public Contract Code section 3400. e. Design Submissions shall be required to be submitted to the City at the stage of development described below. Construction Documents must be in full compliance with all applicable laws, building codes, ordinances, and other requirements by regulatory authorities.
f. Provide Basis of Design/Systems Confirmation
i. The contractor shall develop and provide a systems confirmation and Basis of Design Submittal with the City as soon as practical after the NTP of the preconstruction to validate the design direction and identify the final Basis of Design for the City's review and approval. The System Confirmation and the Basis of Design shall be complete for all disciplines. These documents shall depict the materials, equipment, design, layout, and general conditions of each building system in sufficient detail to confirm compliance with the City provided references including but not limited to the Performance Criteria.
ii. Design Narrative should be developed with a description of the design approach for the project. Design approach should address the following topics: architectural composition of the interiors (including existing conditions), durable materials palette for interiors and exteriors; Mechanical, Electrical, Plumbing, Fire systems, sustainability, building envelope, and other design concepts. Design narrative may include diagrams, graphic illustrations, conceptual sketches, and ideas, exhibits, and photographic images.
g. Provide Design Documentation
i. Site Plan: Overall site plan including the size and locations of all proposed elements.

Provide plans showing the following site elements;
• Site outdoor furniture and bike racks
• Vehicle access and signage
• Types and pavement sections of hardscape, including paving or concrete work

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• Elements consistent with the Classic Mid Century Modern style • Offsite improvements
• Underground utilities
• Prepare Code Analysis Plans to show compliance with codes including CalGreen, accessibility, and the City of Los Banos.
ii. Floor Plans: Prepare floor plans of the renovated building. Plans are to indicate room names and square footages of rooms/areas.
• Prepare Code Analysis Plans to show compliance with codes. Include fire/ life safety analysis, fire rated assemblies, smoke control, accessibility, occupant load analysis for each floor indicating exiting analysis, floor occupant loading, number and width of existing stairs, travel distance, and all egress analysis including calculations as required for review and approval by local Planning and Building departments.
• Numerical breakdown of net square footage (NSF) to gross square footage (GSF) showing floor plate efficiencies
• Floor plans for all levels based on space programs. Detail flexibility of floor plates and show "future growth" arrangements.
• Enlarged room plans for clarity lobbies, stairs, elevator and restrooms showing dimensional clearances as necessary.
• Access control plans for ground floor to illustrate security and circulation. • Floor plans and ceiling plans shall include all building systems and structure as part of the GMP development.
• Furniture, fixtures, and equipment (FF&E) coordination. FF&E will be provided by the city and installed by the PDBE.
• Finishes
iii. Exterior Building Elevations and Sections: Showing all elevations of the Project.

Elevations are to denote major elements of the proposed Project and the quality and look of building materials. Demonstrate design consistency with Mid Century Modern style. Enlarged elevations of critical elements are encouraged. Include all exterior building characteristics, including but not limited to building form, surface materials, color, texture, and architectural detailing, with special emphasis on sustainability, maintainability and durability. Building section drawings should be provided to demonstrate that performance criteria for minimum vertical clearances and ceiling heights are coordinated with structural and mechanical systems. • Include a detailed rendering of building exterior skin (if modified) 187
• Include elevations of proposed exterior skin mockups (if modified) • Include large scale details of curtainwall and material transitions (if modified) • Include preliminary structural calculations to substantiate that the proposed skin system is capable of withstanding the design loads specified. (if modified) iv. 3D Sketches/Renderings: Prepare 3D sketches/renderings with a combination of the building interior and exterior views. Include building characteristics, including but not limited to building form, surface materials, color, texture, and architectural detailing.
h. All submission of Construction Documents shall be subject to Design Review by the City, City representatives, and consultants.
i. Review meetings between the Contractor and the City to review the Design Submissions shall be scheduled and held so as not to delay the Work. Such review shall not relieve the Contractor from its responsibilities under the Agreement. ii. Such review shall not be deemed an approval or waiver by the City of any deviation from, or of the Contractor's failure to comply with, any provision or requirement of the Contract Documents, unless such deviation or failure has been identified as such in writing in the document submitted by the Contractor and approved in writing by the City.
iii. Contractor must incorporate, clarify, or reconcile all design review comments provided by the City to the Contractor.

N. GMP (Awarded PDBE only)

1. The GMP proposal will include a written statement of its basis which shall include:
a. A list of all the documents used to prepare the GMP proposal. b. A list of clarifications and assumptions made by the contractor in preparation of the GMP to supplement the information in the Construction documents c. A detailed breakdown of all Project costs included in the GMP in a format and level of detail approved by the City.
d. Any other information required by the City to define or evaluate the GMP. e. The GMP shall be organized by trade buy out categories, contingencies, and other items that comprise the GMP.
f. The date of contract completion which the GMP is based, and a schedule of the construction documents issuance upon which the completion date is based. g. Price breakdown of the contractor's fee items including:
i. General Conditions

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ii. General Requirements
iii. Design Contingency
iv. Construction Contingency
v. Bonds and Insurance
vi. General Contractor Fee

2. The GMP shall not exceed the Progressive-Design-Build Budget. All redesign costs will be borne by the PDBE.

3. The City will review the GMP Proposal and provide comments. a. The Contractor shall reconcile, incorporate, or respond to all City comments. b. The City will need at least 30 days to review, reconcile, and amend the contract to include the Progressive-Design-Build Phase scope of work.

0. PROJECT CRITERIA

1. During the development of the GMP, the contractor will further develop the Project Criteria using the City provided Project Criteria documents. The contractor shall maintain a log of all changes to the Project Criteria documents and shall submit and review the log with the City during the weekly meetings.

2. The final, conformed Project Criteria documents shall incorporate all approved modifications and relevant supplementary documentation to fully describe the Project upon which the GMP is based. The conformed Project Criteria documents will serve, in part, as the scope of work for the future Progressive-Design-Build Phase of the Project.

P. SUBCONTRACTOR PACKAGE BUYOUT PLAN

1. Contractor shall prepare a subcontractor package buyout plan that includes a description of how they intend to approach subcontractor package buyout to maximize values and meet City procurement requirements. The plan shall outline the trade packages, buyout sequence, and anticipated dates of award. The buyout activities shall be included in the baseline project schedule.

Q. OTHER REQUIREMENTS
Deliverables requiring submission and review during the Preconstruction Phase, include, but are not limited to, the following:

1. Executive Summary

2. Project Schedule

3. Cost Estimates

4. Monthly Reports

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5. Elevator Evaluation for Compliance

6. Project Management Program

7. Project Program Report

8. Design Documents

9. GMP & Supporting Documents

10. Conformed Project Criteria

11. Subcontractor Buyout Package Plan

12. Commissioning Plan

13. Other items as applicable
R. GUARANTY

1. The PDBE guarantees all construction performed on this Project and also guarantees all material and equipment incorporated therein.

2. PDBE hereby grants to Owner for a period of one (1) year following the date of final acceptance of the construction work completed, its unconditional warranty of the quality and adequacy of all of the work including, without limitation, all design, engineering, professional services, labor, materials and equipment provided by PDBE and its Subcontractors of all tiers in connection with the work.

3. Neither final payment nor use nor occupancy of the work performed by the PDBE shall constitute an acceptance of work not done in accordance wilh this guaranty or relieve PDBE of liability in respect to any express warranties or responsibilities for faulty materials or workmanship. PDBE shall remedy any defects in the work and pay for any damage resulting therefrom, which shall appear within one year, or longer if specified, from the date of final acceptance of the work completed.

4. If within one (1) year after the date of final acceptance of the work completed, or such longer period of time as may be prescribed by laws or regulations, or by the terms of contract documents, any work is found to be defective, PDBE shall promptly, without cost to Owner and in accordance with Owner's written instructions, correct such defective work.

PDBE shall remove any defective work rejected by Owner and replace it with work that is not defective, and satisfactorily correct or remove and replace any damage to other work or the work of others resulting therefrom. If PDBE fails to promptly comply with the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, Owner may have the defective work corrected or the rejected work removed and replaced. Design-Build Entity shall pay for all claims, costs, losses and damages caused by or resulting from such removal and replacement. Where PDBE fails to correct defective work, or defects are discovered outside the correction period, Owner shall have all rights and remedies granted by law.

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5. Inspection of the work shall not relieve PDBE of any of its obligations under the contract Documents. Even though equipment, materials, or Work required to be provided under the Contract Documents have been inspected, accepted, and estimated for payment, PDBE shall, at its own expense, replace or repair any such equipment, material, or work found to be defective or otherwise not to comply with the requirements of the contract documents up to the end of the guaranty period.

6. All abbreviations and definitions of terms used in this Agreement shall have the meanings set forth in the Contract Documents.

7. The foregoing Guaranty is in addition to any other warranties of PDBE contained in the Contract Documents, and not in lieu of, any and all other liability imposed on PDBE under the Contract Documents and at law with respect to PDBE's duties, obligations, and performance under the Contract Documents. In the event of any conflict or Inconsistency between the terms of this Guaranty and any warranty or obligation of the PDBE under the Contract Documents or at law, such inconsistency or conflict shall be resolved in favor of the higher level of obligation of the PDBE.

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BUDGET DETAIL and PAYMENT PROVISIONS
A. COMPENSATION

1. The consideration to be paid Contractor, as provided herein, shall be full compensation for all of Contractor's services and expenses, direct or indirect, including costs incidental to providing the services.

2. Total compensation for the work of this Agreement shall not exceed the sum of $7,800,000.

3. The total compensation shall be based upon the following amounts when authorized for each phase contemplated under this Agreement exclusive of extra services. a. Preconstruction Phase $985,000.

4. Neither the City's review, approval of, nor payment for any of the services required under this Agreement shall be construed to operate as a waiver of any rights under this Agreement or of any cause of actions arising out of the performance of this Agreement.

B. METHOD OF PAYMENT

1. Application for Payment shall be prepared on a form and in the format provided by the City.

Invoice shall include the contract number, the Project number(s), the Amendment number, Contractor's Federal Employer Identification Number (FEIN); and shall be submitted to the City, Project Management and Development Branch, attention of the project director.

Application for payment shall not be submitted more frequently than once monthly, in arrears.

2. Application for Payment shall be signed by an officer of the Contractor's firm.

3. Upon receipt and approval of Contractor's invoices, the City agrees to make payment as follows:
a. For the Preconstruction Phase
Monthly payment for the percentage of work completed less 5 percent retention; the final 5% shall be paid upon acceptance and approval of the Preconstruction Phase by the City.

4. When the estimated amount to be retained exceeds ten thousand dollars ($10,000), and the retention continues for a period of 60 days beyond the completion of phased services, upon written request and at the expense of the contractor, the City shall pay the retention earned directly to a state or federally chartered bank in this state, as the escrow agent. (Pub. Contract Code§ 6106.5.) See Public Contract Code section 6106.5, subdivision (e), for further requirements pertaining to subcontractors.

C. RATE ADJUSTMENT FOR COMPENSATION
The total compensation is set forth in Article 6 B. and is effective as of the date of approval of this Agreement by the City and shall be for the term of this Agreement. In the event that work is

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suspended by the City for more than twelve consecutive months, the current compensation for work that has not yet been performed may be adjusted at the City's sole discretion by no more than the Consumer Price Index for the duration of the suspension. However, the adjustment, if granted, shall never exceed three percent (3%) per year, and be calculated from the first year of the suspension and not from the effective date of the contract.

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EXHIBIT B-1 CONTRACTOR'S TEAM
Firm Function/Discipline
Swinerton Jeff Good, Progressive-Design-Build Entity Executive Leader Swinerton Stuart Price, General Contractor/ Project Executive The Taylor Group Russ Taylor, Architect of Record
The Taylor Group Phil Mettler, Architect Project Manager Swinerton Brian Huddleston, Preconstruction/ Design Manager Swinerton Brock Hoffman, Preconstruction/ Project Estimator Swinerton Marlene Moncada, General Contractor's Project Manager Swinerton Eduardo Lopez, General Contractor's Superintendent Swinerton Austin de Farcy, General Contractor's MEP Coordinator Swinerton Ricky Sasser, General Contractor's Quality Control Manager Swinerton Nick Brown, General Contractor's Schedule Control Manager Swinerton Jeff Fleckser, General Contractor's Safety Manager Skyline Structural Engineering, Brent Kline, Structural Engineer Inc.

Michael Garrison Associates Acoustical/ Audio Visual Consultant Core Business Interiors Sonja Sorrick, Interior Designer Core Business Interiors Shaun Apperson, FF&E Furniture Consultant Enter Name of Company
Enter Name of Company
Enter Name of Company
Enter Name of Company
Enter Name of Company

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EXHIBIT B. GENERAL TERMS AND CONDITIONS
A. APPROVAL
This Agreement is of no force or effect until signed by both parties and approved by the City if required. Contractor may not commence performance until such approval has been obtained.

B. AMENDMENT
No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties, and approved as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties.

C. ASSIGNMENT
This Agreement is not assignable by the Contractor, either in whole or in part, without the consent of the City in the form of a formal written amendment.

D. INDEMNIFICATION:

To the fullest extent permitted by law in accordance with California Civil Code Sections 2782 and 2782.8, DBE shall protect, indemnify, defend and hold harmless City, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liabilities of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney's fees, experts fees, court costs and disbursements ("Claims") that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the DBE, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.

Notwithstanding the above, nothing in this section shall be construed to require DBE to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence, or willful misconduct of an Indemnified Party.

PDBE shall pay City for any costs City incurs to enforce this provision. Nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of DBE against City or any other lndemnitee.

Pursuant to Public Contract Code Section 9201, City shall timely notify DBE upon receipt of any third-party claim relating to the Contract.

The acceptance of PDBE's services and duties by City shall not operate as a waiver of the right of indemnification. The provisions of this Section shall survive the expiration or termination of this Agreement.

E. DISPUTES
Contractor shall continue with the responsibilities under this Agreement during any dispute.

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F. TERMINATION

1. The City reserves the right to terminate this Agreement upon thirty (30) days written notice to the Contractor.

2. If the Agreement is terminated for convenience, the Contractor will be compensated for cost incurred up to the notice of the termination. In no event shall payment for such costs exceed the current contract amount. All costs shall be subject to audit by the City.

3. The City may immediately terminate this agreement and be relieved of the payment of any consideration to Contractor should Contractor fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, the City may proceed with the work in any manner deemed proper by the City The cost to the City shall be deducted from any sum due the Contractor under this agreement, and the balance, if any, shall be paid the Contractor upon demand.

4. In the event of termination, whether for convenience or failure to perform, the Contractor shall deliver forthwith to the City all finished or unfinished studies, reports, special forms, schedules, designs, data, surveys, calculations, drawings, maps, models, photographs, electronic files and any other information pertaining prepared by the Contractor under the terms of this Agreement.

5. Thereafter, if the City should determine to complete the original Project or substantially the same Project, the City shall have the right to use any original tracings, drawings, calculations, specification estimates and other construction documents prepared under this Agreement by Contractor who shall make them available to State upon request without additional compensation.

G. INDEPENDENT CONTRACTOR
Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the City.

H. RECYCLING CERTIFICATION
Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of recycled content, both post-consumer waste and secondary waste as defined in the Public Contract Code sections 12161 and 12200, in materials, goods, or supplies offered or products used in the performance of this Agreement, regardless of whether the product meets the required recycled product percentage as defined in the Public Contract Code sections 12161 and 12200. Contractor may certify that the product contains zero recycled content. (Pub. Contract Code §§ 10233, 10308.5, 10354.)
I. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its subcontractors shall not deny the contract's benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression,

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age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination.

Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal.

Code Regs., tit. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-11139.5), and the regulations or standards adopted by the awarding state agency to implement such article. Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours' notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.) Contractor shall include the non-discrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement.

J. CERTIFICATION CLAUSES: the CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 04/2017 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto.

K. TIMELINESS
Time is of the essence in this Agreement.

L. COMPENSATION
The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided.

M. GOVERNING LAW
This contract is governed by and shall be interpreted in accordance with the laws of the State of California.

N. ANTITRUST CLAIMS
Contractor by signing this agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes sections set out below.

1. The Government Code chapter on antitrust claims contains the following definitions:

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a. "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the City or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of section 16750 of the Business and Professions Code.
b. "Public purchasing body" means the State or the subdivision or agency making a public purchase. (Gov. Code§ 4550.)

2. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it shall assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder. (Gov. Code§ 4552.)

3. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. (Gov. Code § 4553.)

4. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. (Gov. Code § 4554.)

0. CHILD SUPPORT COMPLIANCE ACT
"For any Agreement more than $100,000, the Contractor acknowledges in accordance with, that:

1. Contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 of Part 5 of Division 9 of the Family Code (commencing with section 5200); and

2. Contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department." P. UNENFORCEABLE PROVISION

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If any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.

Q. LICENSING
Contractor, shall, without expense to the City be responsible for obtaining and maintaining any licenses and permits and for complying with any applicable Federal, State, and municipal laws, codes, and regulations, as necessary for the prosecution of Contractor's work.

R. RELEASE OF INFORMATION
Contractor shall not make any public information release in connection with services performed under this Agreement without advance written permission of the City.

S. OWNERSHIP OF MATERIALS

1. All materials and documents developed in the performance of this Agreement are the property of the City. The City shall have unlimited rights, for the benefit of the City, in all drawings, designs, specifications, notes and other work developed in the performance of this Agreement, including the right to use same on any other City work at no additional cost to the City. Contractor agrees to and does hereby grant to the City a royalty-free license to all such data which Contractor may cover by copyright and to all designs as to which Contractor may assert any rights or establish any claim under the patent or copyright laws.

Contractor agrees to furnish and to provide access to the originals or copies of all such materials upon the request of the City. The City agrees to make no demand on Contractor for responsibility for the City's use of such materials for any other City work which is not the subject of an agreement between the City and Contractor for such use. In the event the Contractor does not act as the Progressive-Design-Builder, the City agrees to make no demand on Contractor for responsibility for the City's use of materials, that are not developed to establish the Performance Criteria for the Project, with any other ProgressiveDesign-Build contractor.

2. If the Contractor performs the work required under this Agreement with the assistance of (CAD) Technology, the Contractor shall deliver to the City, on request, a copy that contains the design files and shall specify format and the supplier of the software and hardware necessary to use the design files.

3. The City does not assume any obligation to employ the Contractor's services or pay Contractor royalties of any type as to future programs which may result from the work performed under this Agreement.

T. WAIVER
No waiver of any condition, requirement or right expressed in this Agreement shall result from any forbearance of the City to declare a default.

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U. BROKERAGE OR CONTINGENT FEES
Contractor warrants by execution of this Agreement, that no person or selling agency has been employed or retained to solicit or secure this Agreement upon understanding or agreement for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or established commercial or selling agencies maintained by Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall, in addition to other remedies provided by law, have the right to terminate this Agreement without liability, paying only for the work actually performed, or otherwise recover the full amount of such commission, brokerage or contingent fee.

V. RELEASE OF CLAIMS
The acceptance by the Contractor of final payment shall be and shall operate as a release to the City of all claims and all liability to the Contractor for everything done or furnished in connection with this Agreement and for every act and neglect of the City and others relating to or arising out of this Agreement.

W. INSURANCE REQUIREMENTS
Note: The term "Vendor" is used as a placeholder in the following language examples.

Depending on the agreement and/or scope of work, alternate terms of Contractor, Consultant, Provider, Professional, Service Provider, or Hauler may be more applicable. Below are typically required insurance coverages.

Commercial General Liability

1. Vendor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office (ISO) form CG 00 01, in an amount not less than $5,000,000.00 per occurrence, $5,000,000.00 general aggregate, and $5,000,000.00 products and completed operations. The policy shall include a per project or per location general aggregate endorsement. If a per project/location endorsement is not available, the limit for the general aggregate shall be doubled.

2. The policy shall allow and be endorsed as primary and not seek contribution from the City's coverage.

3. The policy(s) shall provide and be endorsed to include, the City, its officers, officials, employees, agents, and volunteers as additional insureds on ISO form CG 20 10 (or equivalent) for ongoing operations, and, for construction or service agreements, ISO form CG 20 37 (or equivalent) for completed operations.

4. Any failure to comply with reporting provisions of the policies by Vendor shall not affect coverage provided to the City.

5. Coverage shall state that Vendor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

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6. Coverage shall allow and be endorsed to include a waiver of subrogation in favor of the City and its officers, officials, employees, and agents.

Business Automobile Liability

1. Vendor shall provide auto liability coverage for owned, non-owned, and hired autos using ISO Business Auto Coverage form CA 00 01 (or equivalent) with a limit of not less than $5,000,000.00 per accident.

2. The policy shall provide and be endorsed that the City, its officers, officials, employees, agents, and volunteers are included or named as additional insureds.

3. The policy shall allow and be endorsed to include a waiver of subrogation in favor of the City, its officers, officials, employees, and agents.

Umbrella or Excess Liability

1. The limits of liability for commercial general liability and automobile liability may be provided through a combination of primary and umbrella or excess liability policies provided each policy complies with the requirements set forth in this agreement. Excess policies shall be follow-form to the underlying policies. Umbrella or excess policies shall include City and its officers, officials, employees, agents, and volunteers as additional insured.

Workers' Compensation and Employers' Liability - Statutory

1. Vendor shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for all persons employed directly or indirectly by Vendor. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $5,000,000 each accident, $1,000,000 by disease-policy limit, and $1,000,000 by disease-each employee.

No proprietor, partner, executive officer, or member shall be excluded. In the alternative, Vendor may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of City.

2. The insurer, if insurance is provided, or Vendor, if a program of self-insurance is provided, shall allow, and be endorsed to waive all rights of subrogation against City and its officers, officials, employees, agents, and volunteers.

3. The requirement to maintain Statutory Worker' s Compensation and Employer' s Liability Insurance may be waived by the City upon written verification that Vendor does not have any employees.

Builders Risk Insurance

1. Builders Risk/Course of Construction insurance.

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a) The coverage shall be written for an amount equal to the initial contract amount plus the value of any subsequent change orders. Policy shall be provided for replacement value on an "all-risk" or special causes of loss basis, including earthquake and flood. The City shall be named as Loss Payee on the policy and there shall be no coinsurance penalty provision in any such policy. Policy must include coverage for debris removal, and insure the building(s), structures, machinery, equipment, materials, facilities, fixtures, and all other properties constituting a part of the project. The limits shall be sufficient to ensure the full replacement value of any property or equipment stored either on or off the project site or in transit. Such insurance shall be on a form acceptable to City to ensure adequacy of terms and limits. The policy shall allow for and include a waiver of subrogation endorsement in favor of the Insureds.

2. Vendor shall not be required to maintain property insurance for any portion ofthe Project following transfer of control thereof to City.

3. The Vendor shall be the named insured, and the City and subcontractors of any tier shall be named as insureds.

4. The policy shall allow and be endorsed to include a waiver of subrogation in favor of the City, its officers, officials, employees, and agents.

Installation Floater

1. For construction work not eligible for a builder' s risk policy, Vendor, shall provide an installation floater, covering the work performed under the contract or agreement, on a form at least as broad as Insurance Services Offices, Inc. (ISO) Causes of Loss - Special Form. The policy shall cover the labor, materials, and equipment, including materials and equipment in transit or away from the project site, to be installed in the existing structure(s). The coverage shall be written for an amount equal to the initial contract amount plus the value of any subsequent change orders. The policy shall allow for or include a waiver of subrogation in favor of the Insureds.

Professional Liability

1. Vendor shall maintain professional liability insurance that insures against professional errors and omissions that may be made in performing professional services in the minimum amount of $5,000,000.00 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of the start of work, and Vendor agrees to maintain continuous coverage through a period no less than three (3) years after completion of the work.

All Coverages

1. Any available insurance proceeds broader than, or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the additional insureds. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified; or (2) the broader coverage and maximum

202
limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements are sufficient to cover the obligations of the Vendor.

2. Each required insurance policy shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days' prior written notice, has been given to the City, except those ten (10) days' prior written notice shall apply in the event of cancellation for non-payment of premium. If a carrier will not provide the required notice of cancellation, the Vendor shall provide written notice to the City of a cancellation no later than 3 business days before cancellation.

3. All self-insurance, self-insured retentions, and deductibles must be declared and approved by the City.

4. Evidence of Insurance - Prior to commencement of work, the Vendor shall furnish the City with certificate(s) of insurance evidencing compliance with the insurance requirements above. All required endorsements shall be attached to the certificate(s), including additional insured, waiver of subrogation, primary coverage, and notice of cancellation endorsements. The Vendor shall provide complete or certified copies of all required insurance policies if requested by the City.

5. Acceptability of Insurers - Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher.

6. Hired Parties - Vendors who will use subcontractors or other parties to provide materials, services, or perform construction or other work for the Vendor must enter into a written and executed contract or agreement with each of its subcontractors, vendors, agents, subconsultants and/or any other parties, collectively, "hired parties".

The contract or agreement must contain a defense, indemnification and hold harmless provision in favor of the City and its officers, officials, employees, and agents. The contract or agreement shall also cause the hired parties to comply with the insurance requirements required ofthe Vendor, including providing an additional insured endorsement for ongoing and completed operations in favor of the City and its officers, officials, employees, and agents. Vendor shall obtain certificates of insurance and additional insured endorsements from each of its hired parties and provide a copy to City upon request.

X. COMPUTER SOFTWARE USE
Contractor certifies that it has appropriate systems and controls in place to ensure that city funds shall not be used in the performance of this contract for the acquisition, operation, or maintenance of computer software in violation of copyright laws.

Y. SUBCONTRACTING
Nothing contained in this Agreement or otherwise, shall create any contractual relation between the City and any Subcontractors, and no sub agreement shall relieve Contractor of its responsibilities and obligations hereunder. Contractor agrees to be as fully responsible to

203
the City for the acts and omissions of its Subcontractors as it is for the acts and omissions of persons directly employed by Contractor. Contractor's obligation to pay its Subcontractors is an independent obligation from the City's obligation to make payments to Contractor.

Z. ADDITIONAL PROVISIONS

1. General:
a. These additional provisions shall apply to all work performed under the agreement by Contractor's own organization and with the assistance of workers under Contractor's immediate superintendence and to all work performed on the contract by piecework, station work, or by subcontract.
b. Except as otherwise provided for in each Section, Contractor shall insert in each subcontract all the stipulations contained in these required Additional Provisions, and further require their inclusion in any subcontract. The required Additional Provisions shall not be incorporated by reference in any case. Contractor shall be responsible for compliance by any subcontractor with these required Additional Provisions.
c. A breach of any of the stipulations contained in these required Additional Provisions shall be sufficient grounds for termination ofthe Agreement. d. A breach of Additional Provisions, Section a, "General", paragraph 2 may also be grounds for debarment as provided in 29 CFR 5.12.

2. Hours of Work:
a. Contractor to compensate contractor's/subcontractors' workers at a rate of one and one-half times the basic rate of pay for work performed in excess of eight hours per day/40 hours per week. Contractor or its subcontractor(s}, as appropriate, shall forfeit $25, as a penalty to the City, for each worker employed in the execution of the contract by the respective contractor or subcontractor for each calendar day during which that worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Labor Code Sections 1810 through 1815.

Contractor shall perform work within an 8-hour shift (excluding lunch break) unless requested and approved in writing by the City's Representative to work additional hours (overtime).

204
EXHIBIT C-1 CERTIFICATIONS
I, the official named below, CERTIFY UNDER PENAL TY OF PERJURY that I am duly authorized to legally bind the prospective Contractor to the clause(s) listed below. This certification is made under the laws of the State of California.

Contractor/Bidder Firm Name (Printed)
By (Authorized Signature)
Printed Name and Title of Person Signing
I Date Executed

CONTRACTOR CERTIFICATION CLAUSES
A. STATEMENT OF COMPLIANCE
l Federal ID Number
I Executed in the County of
Contractor has, unless exempted, complied with the non-discrimination program requirements. (Gov. Code §12990 (a-f) and CCR, Title 2, Section 11102) (Not applicable to public entities.) B. DRUG:FREE WORKPLACE REQUIREMENTS
Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions:

1. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.

2. Establish a Drug-Free Awareness Program to inform employees about:
a. the dangers of drug abuse in the workplace
b. the person's or organization's policy of maintaining a drug-free workplace c. any available counselling, rehabilitation and employee assistance programs d. penalties that may be imposed upon employees for drug abuse violations

3. Every employee who works on the proposed Agreement will:
a. receive a copy of the company's drug-free workplace policy statement b. agree to abide by the terms of the company's statement as a condition of employment on the Agreement
C. NATIONAL LABOR RELATIONS BOARD CERTIFICATION
Contractor certifies that no more than one (1) final unappealable finding of contempt of court by a Federal court has been issued against Contractor within the immediately preceding two-year period because of Contractor's failure to comply with an order of a Federal court, which orders Contractor to comply with an order of the National Labor Relations Board. (Pub.

Contract Code §10296) (Not applicable to public entities.)

205
D. CONTRACTS FOR LEGAL SERVICES $50,000 OR MORE - PRO BONO REQUIREMENT Contractor hereby certifies that Contractor will comply with the requirements of Section 6072 of the Business and Professions Code, effective January 1, 2003.

E. LABOR CODE/WORKERS' COMPENSATION
Contractor needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and Contractor affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code Section 3700) F. AMERICANS WITH DISABILITIES ACT
Contractor assures the City that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.)

206
EXHIBIT C. PREVAILING WAGE REQUIREMENT
The Contractor shall comply with Labor Code Sections 1774 and 1775. Pursuant to Section 1774, the Contractor and every subcontractor, regardless of tier, shall pay not less than the specified prevailing wage rates to all workers employed in the execution of the Contract. In accordance with Section 1775, the Contractor shall forfeit to the City up to $200 for each day, or portion thereof, for each worker paid less than the prevailing wage rates for the work or craft in which the worker is employed for any work executed under the Contract by the Contractor or by any subcontractor, regardless of tier, in violation of the provisions of the Labor Code; and, in particular, Labor Code Sections 1770 to 1780, inclusive. In addition to such forfeiture, the difference between such stipulated prevailing wage rates and the amount paid to each worker for each day, or portion thereof, shall be paid to each underpaid worker by the Contractor. This provision shall not apply to properly registered apprentices.

A. Pursuant to Labor Code, Section 1770, the Director of the Department of Industrial Relations (DIR) has ascertained the general prevailing rate of per diem wages and a general prevailing rate for legal holiday and overtime work for each craft required for execution of the Contract.

The Contractor shall obtain copies of the prevailing rate of per diem wages from:

Department of Industrial Relations
Division of Labor Statistics & Research
PO Box 420603
San Francisco, CA 94142-0603
(415) 703-4780
Or wage rates may be accessed on the internet at
http:ljwww.dir.ca.gov/ DLSR/ statistics research.html.

The Contractor is responsible to read, understand and comply with all the guidelines, including the fine print in the prevailing wage determinations; and shall post a copy of the prevailing wage rates, specific to the Project, at the Project site.

B. Wage rates set forth are the minimum that may be paid by the Contractor. Nothing herein shall be construed as preventing the Contractor from paying more than the minimum rates set. No extra compensation will be allowed by the City due to the inability of the Contractor to hire labor at minimum rates, nor for necessity for payment by the Contractor of subsistence, travel time, overtime, or other added compensations, all of which possibilities are elements to be considered and ascertained to the Contractor's own satisfaction in preparing their Cost Sheet at the time of the bidding opportunity and will be applicable for the term of the contract.

C. If it becomes necessary to employ crafts other than those listed in DI R's General Prevailing Wage Rate booklet, the Contractor shall contact the Division of Labor Statistics and Research as noted above. The rates thus determined shall be applicable as minimum for the contract and incorporated in the Cost Sheet. When the wage determination shows an expiration date (noted by a double asterisk**), to expire during the term of the contract, the Contractor must call or write the DIR to obtain the new rates and will have incorporated them into their Cost Sheet at the time of the bidding opportunity and will then be applicable for the term of the contract.

207
D. The Contractor and each subcontractor, regardless of tier, shall keep an accurate payroll record showing the names, addresses, social security numbers, work classifications, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Contractor and/or subcontractor in connection with the Work. Payroll records shall be certified and shall be on forms provided by the Division of Labor Standards Enforcement or shall contain the same information as those forms. The Contractor's and subcontractor's certified payroll records for each employee shall be submitted with each payment request, covering the period of the payment request unless requested otherwise by the Labor Commissioner of the Department of Industrial Relations pursuant to Labor Code Section 1771.4(c}(2)(b). If this contract was awarded on or after April 1, 2015, monthly payrolls should be sent directly to the Department of Industrial Relations in the current prescribed electronic format. Refer to http://www.dir.ca.gov/Public-Works/PublicWorks.html for access to the electronic Certified Payroll (eCRP) Application.

E. Labor Compliance Monitoring and Enforcement: This project is subject to monitoring and enforcement by the Department of Industrial Relations (DIR), Compliance Monitoring Unit if awarded after January 1, 2015. All Contractors and subcontractors, regardless of tier, shall be required to comply with the Monitoring and Enforcement Program, including, but not limited to, contractor registration, submittal of electronic certified payroll reports directly to the DIR and cooperation with on-site monitoring by DIR personnel. Refer to Labor Code 1771.4 et seq.

Page40 of 40
208
SUBMITTED TO:

City of Los Banos
Community and Economic Development Department
Stacy Souza Elms, Community & Economic
Development Director
SUBMITTED BY:

Swinerton Builders I The Taylor Group Architect
Submittal Manager: Brenda Geary
1382 E. Alluvial Avenue, Suite 101, Fresno, CA 93720
209
Project Understanding
The Swinerton I TTG team is honored to be considered for the Los Banos Civic Center project (project). During our confidential interview we were inspired and motivated by the visionary ideas that Los Banos City Staff have for each phase of the project. We understand this is an opportunity to create a legacy building for the City of Los Banos (City) that will invoke feelings of pride and ownership with both the staff and community.

Our team is committed to taking these ideas and working closely with Vanir and the City team to develop and finalize design plans for each phase of the project and then complete construction. As shown below, we understand the importance of collaboration amongst all team members, completing the project on time, and keeping within the parameters of the budget.
•••
•••
---
---
Collaboration
TlJe__Swjnerton I TIGleam
understands that collaboration is one
of the most important aspects of a
successful design-build project and
we are committed to working with the
City to ensure that communication,
collaboration, .and transparency are aL
the forefront of the project; delivering
a final product that the City can be
proud of.

Schedule
_ __ We_uo.d.ec.s!aru:lJbaL a....w..ell
thought out schedule is
important in any construction
project. We are confident that
the schedule in the RFQ is
more than enough time and we
ha1,,1e submitted an accelerated
schedule that will include
five months of design and 15
months of construction.
• Phase I I Development Services Center
Swinerton I TTG / Project Understanding
Our team has the experience
and expertise to "EXECUTE
and DELIVER" each phase of
the Los Banos Civic Center
project and look forward to
contributing to the future of
the City of Los Banos.

Budget
We--UAcier-st-anci--tl:tat---keepiAg-WithiA-t-he---
parameters of the budget outlined by
the City is important to the successful
completion of the project. Being
cognizant that public funds are being
used, we are committed to pricing
-transparency in conjunction with
finding the best subcontractor pricing.

We understand that the Los Banos
Civic Center project is an investment
to the City!
The new Development Services Center will serve as a centralized "one-stop shop" for planning, permitting, and building services, making it easier for customers, vendors, and developers to access everything in one location. From touring the old annex and hearing staff feedback, it's clear that co-locating teams will improve customer service and interdepartmental collaboration.

However, successful execution depends on addressing key unknowns like root integrity, under-slab plumbing, and underground utilities. We must also stay alert to potential blind spots in public needs and ensure delivery is guided by strong project management, stakeholder engagement, flexibility, and safety. • Phase II I City Hall Updates
Phase II upgrades to City Hall will be guided by the progressive design-build process, with input from stakeholders and daily users to ensure a thoughtful, functional workspace. The focus will be on reorganizing floor layouts tor improved accessibility, eliminating inefficient paths of travel, such as walking past support staff to reach department heads, and enhancing departmental grouping to support better communication and workflow.
• Phase Ill I Old Police Department Plans
During the site walk and confidential meeting, we learned that a feasibility study is underway for the old Police Station. We're ready to collaborate once City Council provides direction. The study will explore options including open public space, a food truck area, and preserving architectural elements like the police departments arches, all with a focus on balancing community needs and design potential.

City of Los Banos I Los Banos Civic Center
210
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Los Banos Civic Center

1. Project Schedule summary
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Run Date: 09/25/25
Job No.: 25041125P

C1ry of Los Dano~ I LM 8/iMS Civic Center
213
214
TO:

FROM:

DATE:

LOsBanos
' ti d oj alifon1ia
Agenda Staff Report
Mayor & City Council Members
Joe Heim, Acting Public Works Direc~rP
October 15, 2025
TYPE OF REPORT: Agenda Item
SUBJECT: Notice of Award for the Basin and Stormwater Capture Project and Authorization for the Interim City Manager to Execute an Agreement with Archer Civil Construction LLC, and Amendment to the Fiscal Year 2025- 2026 Budget to Recognize Additional Grant Revenue
Recommendation:

Adopt a Resolution awarding the Basin and Stormwater Capture Project to the lowest responsive and responsible bidder, Archer Civil Construction LLC, in the amount of $2,199,376.75, authorizing the Interim City Manager to execute the Agreement and issue the Notice of Award, and amending the Fiscal Year 2025-2026 Budget to increase revenue in Account 502-000-334-010 by $525,000.00 to fully recognize the $1,000,000.00 in total grant funding received through the Department of Water Resources Proposition 68 program.

Background:

The Basin and Stormwater Capture Project is a cooperative effort between the City of Los Banos and the Grassland Water District (GWD) to enhance groundwater recharge capacity, improve stormwater system performance, and support long-term water resource sustainability. The project will be constructed on City-owned property located near Henry Miller Avenue and Santa Fe Grade, California, and represents a key component of the City's strategy to comply with state groundwater mandates while addressing future stormwater management needs.

The project includes construction of three recharge basin cells totaling approximately 185 acres, along with associated conveyance infrastructure that will allow water to be delivered into the basins, balanced between cells, and released in a controlled manner.

These basins will help reduce downstream flow impacts, create operational flexibility during major storm events, and lay the groundwork for potential future uses such as 215
ITEM 10
regulated floodwater capture, managed aquifer recharge, or supplemental supply storage. Key components include:
• A 24-inch turnout from the San Luis Canal.
• Two concrete inter-basin structures (south-to-center and center-to-north) to allow controlled water movement between basins.
• An outlet structure with a 60-inch standpipe and a 30-inch propeller flow meter for accurate measurement and discharge control.

The project establishes the necessary basin footprint and hydraulic infrastructure to deliver, equalize, and discharge water efficiently. The scope of work includes construction of levee embankments (balanced onsite ), installation of the canal turnout, construction of the inter-basin equalization structures, and installation of the outlet system.

In addition to improving the City's stormwater system performance, the project supports broader regional water management objectives. By capturing and regulating runoff, the basins can help the City remain within its 179 cubic feet per second (cfs) discharge limit to the San Luis Canal, reduce downstream flooding risk, and potentially provide secondary benefits such as shallow groundwater recharge, improved water quality, and irrigation supply for nearby managed wetlands.

Discussion:

Bids for the Basin and Stormwater Capture Project were publicly opened on October 3, 2025. All submissions were reviewed by staff for responsiveness and bidder responsibility. Archer Civil Construction LLC was determined to be the lowest responsive and responsible bidder with a bid amount of $2,199,376.75. There were 15 bidders:
216
Bidder Location Bid Amount
jArcher Civil Construction IITulare, Ca 11$2, 199,376.75 !Fees Trucking & Construction IIPixley, Ca ll$3, 136,092.87 !Remedial Transportation Services llshafter, Ca 11 $4,563,772.00 [Superior Ag Const. ![Exeter, Ca ll$3,530,215.40
Frontline General Engineering Construction lsan Lorenzo, Ca I $3.542.029.33 Inc. [George Reed, Inc. [[Modesto, Ca /1 $4,366,367.00
jGraniterock llsan Jose, Ca 11$2,961,675.00
!Wood Bros, Inc. IILemoore, Ca ll$3,o96,oo6.oo
!Steve P. Rados, Inc. llsanta Ana, Ca IJ$3,436,ooo.oo
Jcal Valley Construction IIFresno, Ca 11$2,395,425.00
JT&S Construction Co., Inc. jjsacramento, Ca 11$2,970,950.00 jEclipse Construction Services, Inc. IIBakersfield, Ca 11$6, 144,745.00 /McGuire and Hester I/Oakland, Ca l/$3,314,000.00
Sinclair General Engineering Construction, loakdale, Ca I $3,878,680.00 Inc. /Teichert Construction /[Roseville, Ca !1$4, 182,182.00 I Staff recommends including a 15% contingency ($329,906.51) to address unforeseen conditions that may arise during construction. In addition, staff recommends allocating $215,000.00 for construction support services provided by Provost & Pritchard Engineering and $5,000.00 for materials testing and other related project expenses.

The project benefits from $1,000,000.00 in Department of Water Resources Proposition 68 grant reimbursement funding through the partnership with Grassland Water District.

The Fiscal Year 2025-2026 Budget currently includes $475,000.00 in revenue under Account 502-000-334-010. To fully recognize the entire $1,000,000 in grant funding, the revenue account will be increased by $525,000.00 through this budget amendment. The full amount was not originally appropriated in Fiscal Year 2025-2026 because a portion was anticipated to be received in Fiscal Year 2024-2025.

Construction is anticipated to begin in Fall 2025 and be completed by April 2026.

Fiscal Impact:

The total estimated project cost is as follows:
• Total Estimated Project Cost: $2,749,283.26
o Base Construction Contract: $2,199,376.75
o 15% Contingency: $329,906.51
o Construction Support (Provost & Pritchard): $215,000.00 o Testing and Related Expenses: $5,000.00
• Total Appropriation: $3,000,000.00
Funding is available in the Wastewater Collections Capital Projects Fund under line item 502-432-100-739.
217
The Fiscal Year 2025-2026 Budget will also be amended to increase Revenue Account 502-000-334-010 by $525,000, bringing total recognized grant funding to $1,000,000.

Reviewed by:
t3·~
GaryR'®ee:1nterim City Manager
Attachments:

Resolution
Bid Opening Sheet
Public Notice
Contract Agreement
Site Map
218
RESOLUTION NO. --

A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF LOS BANOS AWARDING THE

CONSTRUCTION CONTRACT FOR THE

BASIN AND STORMWATER CAPTURE

PROJECT TO ARCHER CIVIL

CONSTRUCTION LLC, AUTHORIZING THE

INTERIM CITY MANAGER TO EXECUTE THE

AGREEMENT AND ISSUE THE NOTICE OF

AWARD, AND AMENDING THE FISCAL YEAR
2025-2026 BUDGET TO RECOGNIZE

ADDITIONAL GRANT REVENUE
WHEREAS, the City of Los Banos ("City") has identified the Basin and Stormwater Capture Project as a critical water supply and infrastructure improvement initiative that will enhance groundwater recharge, capture and manage stormwater, and support the City's long-term water sustainability goals; and WHEREAS, the City, in cooperation with the Grassland Water District, has developed plans and specifications for the construction of the Basin and Stormwater Capture Project, which includes three recharge basin cells totaling approximately 185 acres, a 24-inch turnout from the San Luis Canal, two inter-basin concrete structures, and an outlet structure with a 60-inch standpipe and 30-inch propeller flow meter; and WHEREAS, the City duly advertised the project for competitive public bidding in accordance with California Public Contract Code requirements; and WHEREAS, on October 3, 2025, the City publicly opened and read all bids received for the project, and staff subsequently reviewed each submission for responsiveness and responsibility; and
WHEREAS, Archer Civil Construction LLC submitted the lowest responsive and responsible bid in the amount of $2,199,376.75; and
WHEREAS, the project benefits from $1,000,000.00 in Department of Water Resources Proposition 68 grant reimbursement funding through partnership with the Grassland Water District, of which $475,000.00 is currently appropriated in the Fiscal Year 2025-2026 Budget; and
WHEREAS, it is necessary to amend the Fiscal Year 2025-2026 Budget to increase Revenue Account 502-000-334-010 by $525,000.00 to fully recognize the total $1,000,000.00 in grant funding.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Los Banos hereby awards the construction contract for the Basin and Stormwater Capture Project to Archer Civil Construction LLC in the amount of $2,199,376.75, authorizes the 219
Interim City Manager to execute the construction agreement on behalf of the City, issue the Notice of Award, and take all necessary actions to implement the project in accordance with the approved plans and specifications to ensure the successful completion of the project; and
The City Council also hereby amends the Fiscal Year 2025-2026 Budget to increase Revenue Account 502-000-334-010 by $525,000.00 to fully recognize the total $1,000,000.00 in grant funding received through the Department of Water Resources Proposition 68 program.

The foregoing Resolution was introduced at a regular meeting of the City Council of the City of Los Banos held on the 15th day of October 2025, by Council Member __ _ who moved its adoption, which motion was duly seconded by Council Member __ _ and the Resolution adopted by the following vote:

AYES:

NOES:

ABSENT:

APPROVED:

Michael Amabile, Mayor
ATTEST:

Lucille L. Mallonee, City Clerk
220
LOs Banos
Al tht' Crossroads of California

BID OPENING

CONSTRUCTION OF BASIN AND STORMWATER CAPTURE PROJECT
October 3, 2025 - 2:00 PM

1. Fees Trucking & Construction

2. Remedial Transportation Services

3. Superior Ag Const.

4. Frontline General Engineering Construction Inc.

5. George Reed, Inc.

6. Graniterock

7. Wood Bros, Inc.

8. Steve P. Rados, Inc.

9. Archer Civil Construction

10. Cal Valley Construction

11. T&S Construction Co., Inc.

12. Eclipse Construction Services, Inc.

13. McGuire and Hester

14. Sinclair General Engineering Construction, Inc.

15. Teichert Construction
Signed: YI,..:_,. c/-r
Vionna Lin
Assistant City Clerk/Records Coordinator
Engineering Technician
$ 3,136,092.87
$4,563,772.00
$3,530,215.40
$3,542,029.33
$ 4,366,367.00
$ 2,961,675.00
$ 3,096,006.00
$ 3,436,000.00
$ 2,199,376.75
$ 2,395,425.00
$ 2,970,950.00
$6,144,745.00
$3,314,000.00
$ 3,878,680.00
$4,182,182.00
Dated: October 3, 2025
221

ADVERTISEMENT FOR BIDS

CITY OF LOS BANOS
520J STREET
LOS BANOS, CALIFORNIA 93635
Notice is hereby given that separate
sealed bids for the award of contract for
the Construction of BASIN AND
STORMWATER CAPTURE PROJECT will
be received by the City of Los Banos at
the office of the City Clerk until 2:00 p.m.
local time, October 3, 2025 and then at
said office publicly opened and read
aloud.

The Work consists of furnishing all labor,
materials and equipment necessary to
construct three (3) basin cells covering
approximately 185-acres, 24-inch
turnout, two (2) interbasin concrete
structures, an outlet structure with
60-inch stand pipe with a 30-inch
propeller flow meter, and other
miscellaneous items to provide for fully
functioning regulation basins, in the
County of Merced, in accordance with
the Plans and the Specifications.

The time for completion shall be one
hundred fifty (150) calendar days.

The Contract Documents, in their
entirety, can be viewed and/or obtained
from the City of Los Banos website at
www.losbanos.org or at the following
locations:

Central California Builders Exchange
(www.cencalbx.com)
Builders Exchange of Stockton
(www.besonline.com)
Valley Builders Exchange, Inc.
(www.valleybx.com)
Builders Exchange of Santa Clara County
(www.bxscco.com)
Dodge Data & Analytics
(www.construction.com/plans/)
A payment bond prepared and executed
in accordance with California Civil Code
Section 9550 and a bond for faithful
performance of the contract will be
required of the successful bidder who is
awarded the contract.

The successful bidder must comply with
the latest general prevailing rate of per
diem wages as determined by the
Director of Industrial Relations, State of
California, Department of Industrial
Relations and is to be paid to the various
craftsmen and laborers required to
construct said improvements and is
made a part of the specifications and
contract for said work to which reference
is hereby made for further particulars.

No contractor or subcontractor may be
listed on a bid proposal or awarded a
contract for public work on a public
works project unless registered with the
Department of Industrial Relations
pursuant to Labor Code section 1725.5.

This project is subject to compliance
monitoring and enforcement by the
Department of Industrial Relations.

Contractor registration information can
be found at:
http://www.dir.ca.gov/Public-Works/Pub
licWorks.html
Each bid shall be accompanied by
cashier's or certified check or by a
bidder's bond, made payable to the City
of Los Banos and executed by a
corporate surety licensed to issue surety
bonds in the State of California, for an
amount equal to at least ten percent
(10%) of the amount of said bid and no
bid shall be considered unless such
222
cashier's or certified check or bidder's
bond is enclosed therewith.

The successful bidder of this project shall
have the following current and active
California State Contractor's license at
the time of the submission of the bid and
throughout the duration of the contract:

Class A.

A non-mandatory pre-bid meeting and
project site tour will be held on
September 19, 2025. The address for the
non-mandatory meeting is 17963 Henry
Miller Road, Los Banos, CA 93635. The
starttimeforthe meeting is 10 a.m. local
time, sharp.

Bidders shall refer to the Contract
Document's Information for Bidders for
complete instructions.

Bidders are solely responsible for the
cost of preparing their bids.

The City specifically reserves the right, in
its sole discretion, to reject any or all
bids, to re-bid, or to waive
inconsequential defects, in bidding not
involving time, or quality of the work.

The City may reject any and all bids and
waive any minor irregularities in the bids.

Sept. 3, 1 0, 2025
WEX#25-171
223
Agreement
THIS Agreement is dated as of the ____ day of ___ in the year 2025 by and between the City of Los Banos, a California municipal corporation ("Owner") and Archer Civil Construction, LLC, a corporation ("Contractor").

Owner and Contractor, in consideration of the mutual covenants hereinafter set forth, agree as follows:

1. WORK. Contractor shall complete the work indicated in Owner's Contract Documents entitled "BASIN AND STORMWATER CAPTURE PROJECT."
The work is generally described as follows:
• Furnishing all labor, materials and equipment necessary to construct three (3) basin cells covering approximately 185-acres, 24-inch turnout, two (2) interbasin concrete structures, an outlet structure with 60-inch stand pipe with a 30-inch propeller flow meter, and other miscellaneous items to provide for fully functioning regulation basins, in the County of Merced, in accordance with the Plans and the Specifications. • Contractor shall furnish all of the material, supplies, tools, equipment, labor and other services necessary for the construction and completion of the work described herein.

2. CONTRACT TIME. Contractor shall commence the work required by the Contract Documents within 10 calendar days after the date of the Notice to Proceed and will complete the same within the time period set forth in the bid, unless the period for completion is extended otherwise by the Contract Documents.

3. LIQUIDATED DAMAGES. Owner and Contractor recognize that time is of the essence of this Agreement and that Owner will suffer financial loss if the work is not completed within the time specified in Paragraph 2 herein, plus any extensions thereof allowed in accordance with Paragraph 21, Time for Completion and Liquidated Damages, of the General Provisions. The parties also recognize the delays, expense and difficulties involved in proving in a legal proceeding the actual loss suffered by Owner if the work is not completed on time. Accordingly, instead of requiring any such proof, Owner and Contractor agree that as liquidated damages for delay (but not as a penalty) Contractor shall pay Owner Two Thousand Dollars ($ 2,000.00) for each working day that passes after the time specified in the Notice to Proceed.

4. CONTRACT PRICE. Owner shall pay Contractor for completion of the work in accordance with the Contract Documents in current funds the amount set forth in the Bid Schedule(s). The Contractor agrees to perform all of the work described in the Contract Documents for the unit and lump sum prices set forth in the Bid Schedule(s).

5. PAYMENT PROCEDURES. Contractor shall submit applications for payment in accordance with Paragraph 24, Progress Estimates, of the General Provisions. Applications for payment will be processed by Owner as provided in the General Provisions.

6. CONTRACT DOCUMENTS. The Contract Documents which comprise the entire agreement between Owner and Contractor concerning the work consists of this Agreement and the following attachments to this Agreement:
(A) Advertisement for Bids
(B) Information for Bidders
-A. 1/3-
224
(C) Bid
(D) Bid Bond
(E) Agreement
(F) Payment Bond
(G) Performance Bond
(H) Notice of Award
(I) Notice to Proceed
(J) Change Order
(K) General Provisions
(L) Special Provisions
(M) Technical Specifications prepared by PROVOST & PRITCHARD CONSUL TING GROUP entitled "BASIN AND STORMWATER CAPTURE PROJECT", dated September 31 2025.
(N) Drawings prepared by PROVOST & PRITCHARD CONSUL TING GROUP numbered 1 (Sheet G1 ) through 18 (Sheet S3).
(0) Addenda
No. 1, dated September 23, 2025
No. 2, dated September 30, 2025
There are no Contract Documents other than those listed in this Paragraph 6. The Contract Documents may only be amended by change order as provided in Paragraph 19, Changes in the Work, of the General Provisions.

7. MISCELLANEOUS.

A. Terms used in this Agreement which are defined in Paragraph 1 of the General Provisions will have the meanings indicated in the General Provisions.

B. No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitation monies that may become due and monies that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

C. Owner and Contractor each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect of all covenants, agreements and obligations contained in the Contract Documents.

D. The Laws of the State of California shall govern this Agreement. Venue is Merced County. The provisions of this paragraph shall survive expiration or other termination of this Agreement regardless of the cause of such termination.

E. All bids become property of the Owner. All bids, including the accepted bid and any subsequent contract become public records per the requirements of the California Government Code, Sections 6250-6270, "California Public Records Act". Proprietary material must be clearly marked as such. Pricing and service elements of the successful bid are not consider proprietary information. The Owner will treat all information submitted in a bid as available for public inspection once the Owner has selected a contractor. If you believe that you have a legally justifiable basis under the California Public Records Act (Government Section 6250 et. seq.) for protecting the confidentiality of any information contained within -A. 2/3-
225
your bid, you must identify any such information, together with the legal basis of your claim in your bid. In order for the Owner to assess confidentiality of any such information on your behalf, you must request, execute and submit an Owner-prepared written agreement to defend and indemnify the Owner for any liability, costs, and expenses incurred in asserting such confidentiality as part of your bid. The final determination as to whether the Owner will assert your claim of confidentiality on your behalf shall be sole discretion of the Owner.

F. This Agreement shall not be interpreted in favor of any Party by virtue of said Party not having prepared this Agreement.

G. If any time period provided for in this Agreement ends on the day other than a Calendar Day, the time period shall be extended to the next Calendar Day.

IN WITNESS WHEREOF, Owner and Contractor have caused this Agreement to be executed the day and year first above written.

Date
ATTEST:

Lucille L. Mallonee
City Clerk
APPROVED AS TO FORM:

William A. Vaughn
City Attorney
Date
(Seal if Corporation)
By: - ------------- -- Authorized Representative of Owner (City) Title: ----------------
By: ---------------
Title:

Authorized Representative of
Contractor
----------------
(Attach Acknowledgement for Authorized Representative of Contractor) -A. 3/3-
226
Site Map: Basins and Stormwater Capture Project
227

THIS PAGE IS INTENTIONALLY LEFT BLANK
228
LOsBanos •\l th ' ( 10 ,oad < f 1li/m 111 1
Agenda Staff Report
TO: Mayor & City Council Members
FROM: Gary Brizzee, Interim City Manager i3rtrz:--z-<.t_.

Lucy Mallonee, City Clerk/Human Resources Direct~
DATE: October 15, 2025
SUBJECT: Employment Agreement for Public Works Director - William Via TYPE OF REPORT: Agenda Item
Recommendation:

That the City Council approve a Resolution accepting and approving the Employment Agreement for Public Works Director William Via.

Discussion:

The City went through a comprehensive recruitment and screening process to identify the best-qualified candidate for the Public Works Director position, for which William Via has been selected by the Interim City Manager to be the City's next Public Works Director.

Pursuant to the City Manager's appointment authority under the Los Banos Municipal Code Section 2-3.115 the City Manager has evaluated Mr. Via's knowledge, experience, administrative skills, and ability to serve as the City's Public Works Director and has determined that Mr. Via has the necessary education, experience, skills and expertise to serve as the City's Public Works Director.

Mr. Via's Employment Agreement includes the following key provisions:
• Effective date: October 27, 2025
• Base salary: $224,000 annually ($18,667 per month)
• Medical / dental I vision / life insurance packages to the same extent as other exempt management employees hired after April 1, 2010.
• Retirement: Contribute a percentage of Employee's reportable wages to the California Public Employees' Retirement System (CalPERS) for the retirement plan he is eligible for: Seven percent (7%) of Employee's reportable wages for the 2% at 229
ITEM 11
at age 60 formula (Misc 2nd Tier) or eight point two-five percent (8.25%) of Employee's reportable wages for the 2% at age 62 formula (Misc PEPRA). • Retiree Health: When eligible, the City will provide access to medical insurance coverage for those employees who retire from employment with the City and who constitute "annuitants" as defined by the PEMHCA and consistent with City policy. • Vacation/Sick Leave: Accrual of one hundred twenty (120) hours of annual vacation leave each year of employment, accruing ten (10) hours a month, and accumulate a maximum of two-hundred forty (240) hours. Employee will be frontloaded twentyfour (24) hours of Vacation Leave and twenty-four (24) hours of Sick Leave. • Administrative Leave: Twelve (12) workdays off, with full salary and benefits, during every fiscal year of employment. Every July 1st, eighty (80) hours are accrued and may not be carried over. Employee will receive a pro-rated amount based on hire date.

As Public Works Director, Mr. Via will be responsible to plan, organize, direct and review the activities and operations of the Public Works Department including water, wastewater, fleet, airport, streets and solid waste; to coordinate assigned activities with other departments and outside agencies; and to provide highly responsible and complex administrative support to the City Manager.

This at will employment agreement has been reviewed and approved by the City Attorney.

Fiscal Impact:

There is currently sufficient funds in the 2025/2026 budget to cover the costs associated with the proposed employment agreement for the remainder of the fiscal year.

Reviewed by:

Attachments:

Resolution/Employment Agreement
230
RESOLUTION NO. --

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF LOS BANOS RATIFYING THE CITY

MANAGER'S APPROVAL OF THE EMPLOYMENT

AGREEMENT WITH THE PUBLIC WORKS

DIRECTOR WILLIAM VIA
WHEREAS, the City is in need of the services of a Public Works Director and the City has engaged in a comprehensive recruitment and screening process to identify the best qualified candidate to fill the Public Works Director position; and WHEREAS, after conclusion of the recruitment process, the Interim City Manager has selected William Via as the City's next Public Works Director and has negotiated the terms of his employment agreement; and
WHEREAS, pursuant to his appointment authority under the Los Banos Municipal Code Section 2-3.115 the City Manager has evaluated William Via's knowledge, experience, administrative skills, and ability to serve as the City's Public Works Director, and has determined that she has the necessary education, experience, skills and expertise to serve as the City's Public Works Director; and WHEREAS, the City desires to employ William Via as Public Works Director; and WHEREAS, William Via desires to accept the employment as Public Works Director; and
WHEREAS, the parties desire to enter into a written agreement setting forth the terms and conditions of William Via's employment as Public Works Director; and WHEREAS, the City Attorney has reviewed the Public Works Director Employment Agreement.

NOW, THEREFORE, BE IT RESOLVED, the City Council of the City of Los Banos hereby ratifies the City Manager's selection and appointment of William Via for the position of Public Works Director pursuant to the City Manager's appointing power under Los Banos Municipal Code Section 2-3.115, and the City Council hereby approves the Employment Agreement for William Via to serve as Public Works Director of the City of Los Banos as presented in Exhibit A
The foregoing Resolution was introduced at a regular meeting of the City Council of the City of Los Banos held on the 15th day of October 2025, by Council Member __ 231
who moved its adoption, which motion was duly seconded by Council Member __ and the Resolution adopted by the following vote:

A YES: Council Members
NOES:

ABSENT:

APPROVED:

Michael S. Amabile, Mayor
ATTEST:

Lucille L. Mallonee, City Clerk
232

EXHIBIT A

CITY OF LOS BANOS

EMPLOYMENT AGREEMENT
Department Head - Public Works Director
This Employment Agreement ("Agreement") is made and entered into as of this ___ day of October, 2025, by and between the City of Los Banos, a California municipal corporation, ("City"), and William Via ("Employee"). City and employee may individually be referred to herein as "Party" or collectively as "Parties".

RECITALS

1. The City is in need of the services of a Public Works Director and the City has engaged in a screening process to identify the best-qualified candidate to fill the Public Works Director position.

2. Pursuant to his appointment authority under the Los Banos Municipal Code Section 2-3.115 the City Manager has evaluated Employee's knowledge, experience, administrative skills, and ability to serve as the City's Public Works Director, and has determined that the Employee has the necessary education, experience, skills and expertise to serve as the City's Public Works Director.

3. The City desires to employ Employee as the Public Works Director.

4. Employee desires to accept the employment as Public Works Director.

5. The parties desire to enter into a written agreement setting forth the terms and conditions of Employee's employment as Public Works Director.

AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1. Appointment and Employment
The City Manager hereby appoints Employee to the position of Public Works Director of the City of Los Banos pursuant to the City Manager's appointing power under Los Banos Municipal Code Section 2-3.115, and the City Council hereby approves this Agreement for Employee to serve as Public Works Director of the City of Los Banos. Employee accepts such appointment and employment pursuant to the terms of this Agreement.

2. Term of Employment
(a) This Agreement shall become effective as of October_, 2025 and continue until terminated as provided for in this Agreement.
1 233

3. Salary and Benefits
(a) Salary: City agrees to pay Employee an annual base salary of$224,000 ($18,667 per month) payable in equal semi-monthly installments at the same time and in the same manner that other City employees are paid. This salary shall be effective as of October_, 2025.

Subject to a satisfactory annual performance evaluation (in accordance with Section 6 herein), the City Manager may grant, in his/her sole discretion, an increase in the annual base salary.

The annual base salary may only be reduced at the same time and in the same percentage as any across-the-board reduction that is imposed upon other management employees in the City. (b) Cost of Living Adjustment: Employee shall be entitled to the same percentage cost of living adjustment (COLA) as other Unrepresented/Miscellaneous Employees. ( c) Except as otherwise provided in this Agreement, Employee shall be entitled to receive all benefits as they now exist or may hereinafter be provided to other Management employees of the City as set forth in the Los Banos Personnel Policy Manual, including any changes or modifications to said benefits. Eligibility and benefits will be as determined by the applicable laws, regulations and plan documents.
(1) Medical/ Dental/ Vision/ Life Insurance: Employee shall be provided medical / dental / vision / life insurance packages to the same extent as other exempt management employees hired after April 1, 2010. Benefit levels and eligibility for benefits are defined in the contracts between the insurance providers and the City. (See, Section 5005 Los Banos Personnel Policy).

Employees who opt out of participating in the group medical plans sponsored by the City, and who provide proof of their medical coverage in a group plan, will receive a Cafeteria Plan Allowance of $400 per month, of which part must be used to enroll in mandatory life insurance, dental insurance and vision insurance coverage. (See, Section 5005 B 5 Los Banos Personnel Policy).
(2) Retirement: For Fiscal Year 2025/2026, Employee must contribute a percentage of Employee's reportable wages to the California Public Employees' Retirement System (CalPERS) for the retirement plan he is eligible for:

Seven percent (7%) of Employee's reportable wages for the 2% at age 60 formula (Misc 2nd Tier); OR
Eight point two-five percent (8.25%) of Employee's reportable wages for the 2% at age 62 formula (Misc PEPRA). This percentage is subject to change each fiscal year in accordance with CalPERS actuarial and reporting requirements.

The terms of the contract between the City and CalPERS shall govern the eligibility for and level of benefits, if any, to which Employee is entitled. Employee contribution to CalPERS is tax deferred. (See, Section 5005 C Los Banos Personnel Policy). 2 234
(3) Retiree Medical/Retirement Health Savings Plan. When eligible, the City will provide access to medical insurance coverage for those employees who retire from employment with the City and who constitute "annuitants" as defined by the PEMHCA. (See, Section 5005 E Los Banos Personnel Policy)
( 4) Deferred Compensation: Employee may participate at his/her own expense in the City's deferred compensation. (See, Section 5005 G Los Banos Personnel Policy). (5) Tuition Reimbursement: Tuition (education related expenses) will be reimbursed in accordance with policy upon successful completion of courses up to $3,000.00 per fiscal year. (See, Section 5005 I, Division 5-A Los Banos Personnel Policy). (6) Sick Leave: Sick leave shall be accrued at eight (8) hours per month. (See, Section 5005 J, Division SB Los Banos Personnel Policy). Employee shall also be frontloaded 24 (24) hours of sick leave.
(7) Vacation Leave: Employee shall be entitled to vacation accrual of one hundred twenty (120) hours of annual vacation leave each year of employment, accruing ten (10) hours a month, and accumulate a maximum of two hundred forty (240) hours. Employee shall be entitled to any vacation buyback program applicable to other exempt management employees. (See, Section 5005 K, Division 5-C Los Banos Personnel Policy). Employee shall also be frontloaded twenty-four (24) hours of vacation leave.
(8) Education Incentive Pay: Employee shall be entitled to education incentive pay in accordance with the following formula. (See, Section 5005 N, Division 5-H Los Banos Personnel Policy).
$100 per month for AA/AS; or
$175 per month for BA/BS; or
$225 per month for MA/MS
(9) Bilingual Incentive Pay: If eligible, Employee shall be entitled to bilingual incentive pay in accordance with the following formula. (See, Section 5005 0, Division 5-L Los Banos Personnel Policy).
$50 per month for Basic Verbal Skills; or
$100 per month for Comprehensive Verbal Skills; or
$150 per month for Written presentation Skills
(10) Administrative Leave: Employee shall receive twelve (12) work days off, with full salary and benefits, during every fiscal year of employment. Every July 15\ ninety-six (96) hours are accrued and may not be carried over. Employee shall receive a pro-rated amount based on hire date. (See, Section 5011 Los Banos Personnel Policy). (11) Professional Development: City shall budget and shall pay, as stated in the approved budget, for reasonable travel and training expenses of Employee for professional and 3 235
official travel, meetings, and occasions. The amount shall be adequate to continue the professional development of Employee and to adequately pursue necessary official and other functions for City. (12) Holidays: Employee shall be entitled to Holidays to the same extent as other exempt management employees. (See, Section 5005 L, Division 5-E Los Banos Personnel Policy). (13) State Disabilitv Insurance: The City participates in the State Disability Insurance (SDI) Program for all employee groups. Payment of SDI premiums is the responsibility of participating employees. (See, Section 5008 & Division 5-1 Los Banos Personnel Policy). ( d) No Reduction of Benefits: City shall not at any time during the term of this Agreement reduce the salary, compensation or other benefits of Employee, except to the degree of such reduction for all management employees at the department head level. (e) Dues and Subscriptions: City shall budget and shall pay for the professional dues and subscriptions of Employee reasonably necessary for his continuation and full participation in national, regional, state and local associations and organizations necessary and desirable for his professional growth and advancement, and for the good of City.

4. Duties
(a) Employee shall serve as Public Works Director and perform those duties of the Public Works Director under the direction of the City Manager as set forth in the Public Works Director Job Description attached as "Exhibit A" and incorporated herein by this reference, in addition to any other functions and duties specified by state law, city ordinance, or resolution, or other directive, and to perform other legally permissible and proper duties and functions as the City Manager shall from time to time assign. The City may amend the Public Works Director job description at any time without Employee's approval and without an amendment to this Agreement.
(b) Employee shall devote all necessary time and effort to fulfill the obligations of the Public Works Director position. The City acknowledges that Employee is reasonably expected to be available but does not have regularly set hours of work. Employee's work schedule will vary in accordance to the work required to be performed.

5. Exclusive Employment
Employee shall devote all of his time, energy and efforts to the City, and shall accept no outside employment, except as may be specifically approved by the City Manager in writing in advance.

6. Performance Evaluation
The City Manager shall evaluate Employee's performance annually and may, in addition, establish goals and performance objectives to be accomplished during the next year and used as a 4 236
basis for the next performance evaluation. In the City Manager's sole discretion, the performance of Employee may be reviewed on a more frequent basis.

7. Separation - At Will Emplovment
(a) The parties expressly agree that the position of Public Works Director is an "at-will" employee, and that Employee is employed in an "at-will" capacity, serving at the pleasure of the City Manager. Employee may be terminated by the City Manager and the City Manager may terminate this Agreement at any time with or without cause and with or without advance notice. There is no express or implied promise made to Employee of continued employment. Employee understands and agrees that the terms of his employment are governed solely by this Agreement. Employee further understands and agrees that this Agreement does not confer a right of employment for any specified term and that he is not entitled to due process for any disciplinary action under the City's personnel policies and rules, including termination.
(b) Employee may resign and terminate this Agreement at any time upon providing thirty (30) days written notice to the City.
( c) The City Manager and Employee may terminate this Agreement by mutual written agreement.
(d) In the event this Agreement is terminated by the City Manager, while Employee is still willing and able to perform the duties of Public Works Director, Employee shall be entitled to three (3) months' severance pay defined as base salary plus costs of health, dental, vision and life insurance plans. No time served by the Employee after notice of the termination shall be debited from the period of severance pay. However, in the event the Employee is terminated for cause, the Employee shall be entitled to only the compensation earned and accrued and such other termination benefits and payments as may be required by law and shall not be entitled to any severance benefits.

The payment of severance compensation pursuant to this paragraph shall be in a lump sum, less applicable payroll deductions. Employee shall also receive continuing health insurance plan coverage including dental and vision for the duration of the severance months from the effective date of termination. Pursuant to Government Code Section 53261, the continuing eligibility of Employee and his dependents for health insurance plan coverage shall terminate should Employee obtain other employment.

The severance rights provided in herein shall constitute the sole and only entitlement of Employee with respect to severance pay in the event of the termination, other than for cause. Employee expressly waives any and all other rights with respect to severance pay except as provided herein. Such severance compensation is expressly conditioned on the execution, delivery, and non-revocation of a General Release Agreement by Employee.

It is the intention of the parties that this paragraph complies with the requirements of Government Code Section 53260 et seq. In the event of any conflict between this provision and 5 237
those code sections, the terms of those code sections shall govern the contractual relationship between the employer and employee.
( e) Termination or Removal for Cause. Notwithstanding any provision of this Agreement to the contrary, the City Manager may terminate Employee's employment for cause at any time, and if Employee is terminated or removed for cause, they shall not be entitled to payment of severance compensation or any other compensation or damages.
"Cause" shall include the following reasons:
(i) an act in bad faith and to the detriment of the City; (ii) refusal or failure to act in accordance with any specific lawful direction or order of the City Manager;
(iii) unfitness or unavailability for service that exceeds thirty (30) consecutive calendar days and is not the result of any excused illness or medical condition;
(iv) commission of an act involving moral turpitude or other acts which harm the reputation of or interests of the City;
(v) habitual neglect of responsibilities, or incompetence; (vi) a conviction of a felony or other crime punishable by jail or imprisonment in the jurisdiction involved ( or entry of a plea of guilty or nolo contendere with respect to any such crime);
(vii) possession of, use of, or working while under the influence of alcoholic beverages or other non-prescribed controlled substances or abuse/misuse of lawfully prescribed controlled substances during working hours; (viii) engaging in an actual conflict of interest;
(ix) commission of acts of theft, embezzlement, or fraud; (x) acceptance of bribes or extortion;
(xi) material breach of this Agreement by Employee.

If this Agreement is terminated by the City Manager "for cause," Employee's employment will be deemed immediately terminated and Employee will surrender all City keys, computer passwords, and other City property entrusted to Employee for the purposes of the discharge of his duties. Upon termination for cause, Employee will have no recourse under this Agreement or any administrative procedure for purposes of challenging the termination action. (f) In the event of termination, any City equipment or property will be promptly returned to the City. In addition, any and all finished and unfinished documents, data, reports and materials are the property of the City and shall be promptly delivered to the City Manager.

Employee shall keep all information acquired through his position in the strictest confidence.

8. Compliance with Government Code Section 53243 et seq. (Assembly Bill No. 1344) (a) In the event the City determines to place Employee on paid leave pending an investigation, Employee shall fully reimburse such pay to the City if he 1s subsequently convicted of a crime involving the abuse of his office or position. 6 238
(b) In the event the City determines to fund all or part of a legal criminal defense for Employee, he shall fully reimburse such funds to the City if he is subsequently convicted of a crime involving an abuse of her office or position.
( c) Regardless of the term of this Agreement, if this Agreement is terminated, any cash settlement related to the termination that Employee may receive from the City shall be fully reimbursed to the City if Employee is convicted of a crime involving an abuse of his office or position. (Government Code Section 53243.2.)
(d) For purposes of this section, "abuse of office or position" shall be as defined in Government Code Section 53243.4.
( e) The parties agree to fully comply with the Government Code sections that are part of AB 1344 made effective February 1, 2021 as it may be amended.

9. Indemnification
City agrees to defend, hold harmless, and indemnify Employee against any claims, demands or legal actions, whether groundless or otherwise, arising out of an alleged act or omission occurring within the scope and during the course of Employee's employment with the City, subject to Employee cooperating in good faith with the City with respect to defense of such claims, demands, or legal actions in accordance with the provisions of California Government Code Sections 825 and 825.6.

City may compromise and settle any such claim, demand, or action and pay the amount of any settlement or judgment rendered therefrom. This covenant shall survive the termination of this Agreement.

10. Notices
Any notice to be given hereunder by either party to the other in writing may be effected either by personal delivery or by mail. Mailed notices shall be addressed to the address of the parties to be notified which appears below, but each party may change its address by written notice given in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated and received as of five ( 5) calendar days following the date of mailing of the notice.

CITY:

EMPLOYEE:

City of Los Banos
Attn: City Clerk
520 J Street
Los Banos, CA 93635
William Via
* Address on file with Human Resources
7 239

11. Entire Agreement
This Agreement represents the entire agreement between the parties and supersedes any and all agreements, either oral or in writing, between the parties with respect to the employment of Employee by City and contains all of the covenants and agreements between the parties with respect to that employment. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by either party, or anyone acting on behalf of either party, which is not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding on either party.

12. Modifications
Any modifications to this Agreement shall be effective only if in writing and signed by both the parties hereto.

13. Effect of Waiver
The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by the other party shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.

14. Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

15. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California in full force and effect as of the date of execution and the Parties agree that venue shall be in Merced County, California.

16. Attorney's Fees
In the event of any legal action between the parties hereto to enforce the provisions of this Agreement, the prevailing party shall be entitled to attorney's fees and costs.

17. Representations
City and Employee each represent and warrant to the other that each has received legal advice from independent and separate legal counsel with respect to this Agreement, or has knowingly declined to obtain such legal advice, and further represent and warrant to each other that each has carefully reviewed this Agreement and each and every term hereof. This Agreement shall not be construed against the party or its representatives who draft it or any portion hereof. 8 240

18. Counterparts
This Agreement may be executed on separate copies, any one of which need not contain signatures of more than one party but all of which taken together shall constitute one and the same Agreement.

IN WilNESS WHEREOF, the parties have executed this Agreement as of the date first herein written above.

Dated:

Dated:

ATTEST:

Lucille L. Mallonee, City Clerk
APPROVED AS TO FORM:

William A. Vaughn, City Attorney
"EMPLOYEE"
William Via
"CITY"
Gary M. Brizzee, Jr., Interim City Manager
9 241

CITY OF LOS BANOS
Job Description

POSITION TITLE

DEPARTMENT

EMPLOYMENT CATEGORY

EMPLOYMENT LEVEL

DEFINITION

PUBLIC WORKS DIRECTOR

PUBLIC WORKS
EXEMPT

MANAGEMENT/ AT-WILL
To plan, organize, direct and review the activities and operations of the Public Works Department including water, wastewater, fleet, airport, streets and solid waste; to coordinate assigned activities with other departments and outside agencies; and to provide highly responsible and complex administrative support to the City Manager.

SUPERVISION RECEIVED AND EXERCISED
Receives administrative direction from the City Manager. Exercises direct supervision over assigned management, supervisory, professional, technical, maintenance and administrative support personnel.

EXAMPLES OF ESSENTIAL DUTIES
Duties may include, but are not limited to, the following:
• Reliable and dependable attendance and punctuality.
• Develop, plan and implement department goals and objectives; recommend and administer policies and procedures.
• Coordinate Department activities with those of other departments and outside agencies and organizations; prepare and present staff reports and other necessary correspondence.
• Direct, oversee and participate in the development of the Department's work plan; assign work activities, projects and programs; monitor work flow; review and evaluate work products, methods and procedures.
• Recommend the appointment of personnel; provide or coordinate staff training; conduct performance evaluations; implement discipline procedures as required; maintain discipline and high standards necessary for the efficient and professional operation of the Department.
• Answer questions and provide information to the public; investigate complaints and recommend corrective action as necessary to resolve complaints. • Build and maintain positive working relationships with co-workers, other City employees and the public using principles of good customer service. • Maintain skills through continuing education and training. • Attend various meetings, trainings, etc.
• Research and prepare technical and administrative reports and studies; prepare written correspondence as necessary.

Public Works Director/

242
• Develop schedules and methods to accomplish assignments ensuring work is completed in a timely and efficient manner.
• Supervise and participate in the development and administration of the Public Works budget; direct the forecast of additional funds needed for staffing, equipment, materials and supplies; monitor and approve expenditures; implement mid-year adjustments.
• Provides oversight of all Public Works operations relating to streets, water, solid waste, and wastewater including the design, operation, construction, maintenance and repair of utility facilities; direct the City's fleet and airport activities. • Prepare and implement long-range planning for public works systems and improvements; prepare public works conditions to be placed on new and redeveloped parcels.
• Assist in the preparation of a variety of studies and reports relating to current and long-range City capital improvement needs and develops specific proposals to meet them; provide technical assistance to staff.
• Advise on problems related to the operation, construction and maintenance of City utility and electrical facilities.
• Review plans , engineering reports and budget estimates prepared by subordinates, outside consultants and other City departments.
• Evaluate, recommend, and administer professional engineering consultants and contracts.
• Prepares composite reports from individual reports of subordinates. • Evaluates public works needs, including transportation and trails projects, and formulates short- and long-range plans to meet needs in all areas of responsibility. • Supervises the review of private project development plans for compliance with codes, regulations, and standards adequacy of applications for permits and compliance with approved plans.
• Oversees the development or update of the Traffic Impact Fee Program Sewer Master Plan, Water Master Plan, the Capital Improvement Program, and other plans involving the municipal infrastructure.
• Oversees the bidding competency of contractors and vendors, and the selection criteria for public contracts.
• Maintains regular contact with consulting engineers, construction project engineers, City, County, State and Federal Agencies, professional and technical groups and the general public regarding division activities and services. • Oversees administration of the Solid Waste Franchise Agreement. • Adjusts errors and complaints.
• Perform other related duties as assigned.

Knowledge of:
• Budgeting procedures and techniques.
• Pertinent local, State and Federal laws, rules and regulations. • Modern office procedures and computer equipment.
• Principles and practices of leadership, motivation, team building and conflict resolution.

Public Works Director/

243
• Principles and practices of organizational analysis and management. • Principles and practices of supervision, training, and personnel management. • Principles and practices of construction management or project management as applied to the field of Municipal Public Works.
• Principles and practices of project management, design, contract administration, and construction management.
• Principles, practices, methods, materials, techniques and equipment used in the construction, operation and maintenance of fleet, water, sewer, streets, forestry, and solid waste systems.

Ability to:
• Plan, direct and control the administration and operations of the Public Works Department.
• Organize and direct the Public Works Department activities. • On a continuous basis, analyze budget and technical reports; interpret and evaluate staff reports; know laws, regulations and codes; observe performance and evaluate staff; problem solve department related issues; remember various rules and procedures; and explain and interpret policy.
• On a continuous basis, sit at desk and in meetings for long periods of time; intermittently twist to reach equipment surrounding desk; perform simple grasping and fine manipulation; use telephone; write or use a keyboard to communicate through written means; and lift or carry weight of 10 pounds or less. • Interpret and apply local, State, Federal, City and department policies, procedures, rules and regulations.
• Supervise, train, develop and evaluate personnel.
• Work independently.
• Understand and follow both oral and written instructions. • Establish and maintain effective working relationships with those contacted in the course of work.
• Communicate clearly and concisely, both orally and in writing. • Exercise independent judgment.
• Establish and maintain a high level of trust.
• Remain calm and focused during emergency operations.
• Prepare and administer department budgets.
• Develop and implement department policies and procedures. • Analyze problems, identify alternative solutions, project consequences of proposed actions and implement recommendations in support of goals. • Develop and implement programs to meet the needs of the City. • Effectively oversee multiple projects simultaneously while managing project costs, resources and schedules.
• Prepare and present staff reports at City Council meetings; attend City Council meetings.

Public Works Director/

244

MINIMUM QUALIFICATIONS
• Possession of a valid California Class C driver license. • Bachelor's degree from an accredited college or university in public administration, construction management, project management or closely related field. • Five (5) years of administrative and management experience in a city, county, state, or federal public works capacity.

DESIRED QUALIFICATIONS
• Possession of a valid Certificate of Registration as a Civil Engineer issued by the California State Board of Registration for Professional Engineers. 7/25
Public Works Director/

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LOsBanos
I l
Agenda Staff Report
TO: Mayor Amabile & City Council Members
FROM: Joe Heim, Acting Public Works Direc~
William A. Vaughn, City Attorney
DATE:

SUBJECT:

October 15, 2025
ORDINANCE AMENDING CHAPTER 16 OF TITLE 3 OF THE LOS BANOS

MUNICIPAL CODE RELATING TO CONTRACTING FOR PUBLIC

WORKS PROJECTS - (UNIFORM PUBLIC CONSTRUCTION COST
ACCOUNTING ACT}
TYPE OF REPORT: Regular Agenda
Recommendation:

Staff recommends that the City Council waive the second reading and adopt Ordinance No. __

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LOS BANOS AMENDING CHAPTER 16 OF TITLE 3 OF THE LOS BANOS MUNICIPAL

CODE RELATING TO CONTRACTING FOR PUBLIC WORKS

PROJECTS (UNIFORM PUBLIC CONSTRUCTION COST

ACCOUNTING ACT)
Background:

Governor Gavin Newsom signed into law AB 2192 on September 29, 2024. This new law made several changes to UPCCAA requirements. In short, the new law raised the bidding thresholds and broadened the definition of a "public project" to include installations involving any publicly owned, leased, or operated facility. Additionally, AB 2192 enhanced the powers of the California Uniform Construction Cost Accounting Commission by requiring the Commission to review the accounting procedures of any 247
ITEM 12
participating public agency where an interested party presents evidence that the work undertaken by the public agency has been split or separated into smaller work orders or projects, as specified, and would make conforming changes, as well as review noncompliance with bidding procedures for the publication or posting and electronic transmission of notice inviting formal bids. These changes went into effect on January 1, 2025.

Discussion
In order to maintain consistency with the CUPCCAA requirements as amended by AB 2192, staff is recommending that the Los Banos Municipal Code, specifically Chapter 16, Title 3 be updated. The following is a summary of the proposed revisions:

Under existing law, UPCCAA provides for the development of cost accounting standards and an alternative method for the bidding of public works projects by public entities. It defines "public project" to include, among other things, construction, reconstruction, erection, alteration, renovation, improvement, demolition, and repair work involving any publicly owned, leased, or operated facility.

AB 2192 modified the definition of "public project" to additionally include installations involving any publicly owned, leased, or operated facility.

AB 2192 increases the various bid thresholds that were codified in the existing UPCCAA statue. Specifically, AB 2192 authorized public projects of $75,000 or less (prior law $60,000 or less) to be performed by the employees of a public agency by force account, by negotiated contract, or by purchase order, authorizes public projects of $220,000 or less (prior law $200,000 or less) to be let to contract by informal procedures, and requires public projects of more than $220,000 to be let to contract by formal bidding procedures (prior law more than $200,000). The new law also permits the governing body of a public agency, in the event all bids received for the performance of that public project are in excess of $220,000, to award the contract at $235,000 or less to the lowest responsible bidder if it determines the cost estimate of the public agency was reasonable.

The first reading of the ordinance amending Chapter 16 of Title 3 of the Los Banos Municipal Code relating to contracting for public works projects - (uniform public construction cost accounting act) was presented on October 1, 2025.

Fiscal Impact:

None.

Conclusion:

Staff recommends that the City Council waive the second reading and adopt Ordinance No.
248
Reviewed by:
, Interim City Manager
Attachments:

Proposed Ordinance
Redline of Current Municipal Code Sections
249

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250
ORDINANCE NO.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LOS BANOS AMENDING CHAPTER 16 OF TITLE 3 OF THE LOS BANOS MUNICIPAL

CODE RELATING TO CONTRACTING FOR PUBLIC WORKS

PROJECTS (UNIFORM PUBLIC CONSTRUCTION COST

ACCOUNTING ACT)
WHEREAS, the City Council of the City of Los Banos finds and declares that due to changes in the Public Contracts Code of the State of California (AB 2192), Chapter 16 of Title 3 of the Los Banos Municipal Code, relating to Contracting For Public Works Projects requires updating and revision; and
WHEREAS, the subject Ordinance is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2), 15060(c)(3) and 15061(b)(3). The activity is not subject to CEQA because it will not result in a direct or reasonably foreseeable indirect physical change in the environment; the activity is not a project as defined in Section 15378, and the activity is covered by the general rule that CEQA applies only to projects, which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity may have a significant effect on the environment, the activity is not subject to CEQA.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF LOS BANOS DOES ORDAIN AS FOLLOWS:

Section 1. Section 3-16.030 is hereby amended to read as follows:

Sec. 3-16.030 Public projects-General bid limits.
(a) Public projects of seventy-five thousand dollars ($75,000) or less may be performed by the employees of the City by force account, by negotiated contract, or by purchase order.
(b) Public projects of two hundred twenty thousand dollars ($220,000) or less may be let to contract by the informal procedures prescribed in Section 3-16.040. (c) Public projects of more than two hundred twenty thousand dollars ($220,000) shall, except as otherwise provided in this chapter, be let to contract by the formal bidding procedures prescribed in Section 3-16.050 of this chapter. 1 251
Section 2. Section 3-16.040 is hereby amended to read as follows:

Sec. 3-16.040 Public projects-Informal bidding procedures.

The following shall govern the selection of contractors when a public project which is anticipated to fall within the monetary limits on informal bids described in subsection (b) of Section 3-16.030 is to be performed:
(a) The City shall prepare a notice of the opportunity to bid which describes the project in general terms, states the time and place for the submission of bids and describes how to obtain more detailed information about the project. (b) The City shall mail the notice to all contractors for the category of the work to be bid, as shown on the list of contractors developed and maintained by the Department of Public Works in accordance with criteria promulgated from time to time by the California Uniform Construction Cost Accounting Commission ("Commission"). (c) The City may also mail the notice to all construction trade journals specified by the Commission for the County of Merced. Additional contractors and/or construction trade journals may also be notified at the discretion of the Director of Public Works; provided, however: (1) if the City has not prepared a list of qualified contractors for the particular category of work to be performed, the notice inviting bids shall be sent only to the construction trade journals specified by the Commission; and (2) if the product or service is proprietary in nature such that it can be legally obtained only from a certain contractor(s), the notice inviting informal bids may be sent exclusively to such contractor( s ).
(d) All mailings of notices to contractors and construction trade journals pursuant to this section shall be completed not less than 10 calendar days before bids are due. (e) The City Manager shall have the authority to award informal contracts pursuant to this section with a value of seventy-five thousand dollars ($75,000) or less pursuant to the findings and recommendations presented by the Director of Public Works. Such contracts shall have the prior approval of, and be executed by, the City Manager and shall be approved as to form by the City Attorney. All contracts with a value in excess of seventy-five thousand dollars ($75,000) to be awarded pursuant to this section shall require the approval of the City Council and shall be executed by the Mayor and approved as to form by the City Attorney. Unless the agreement provides otherwise, the City Manager may approve dollar increases to contracts that have been approved by the City Council. The extent of the City Manager's authority to approve such increases shall be in the amount of 10% of the original contract amount, unless otherwise modified by City Council at the time of the award of the contract.
(f) If all informal bids received exceed two hundred twenty thousand dollars ($220,000) and the City Council determines that the cost estimate was reasonable, the 2 252
City Council may award the contract to the lowest responsible bidder at up to two hundred thirty five thousand dollars ($235,000) by resolution approved by a four fifths vote of the City Council. Such contracts shall be executed by the Mayor and approved as to form by the City Attorney. Otherwise, such work shall be awarded to the lowest responsible bidder pursuant to the formal bid procedures prescribed in Section 3-16.050 of this chapter.

Section 3. Section 3-16.080 is hereby amended to read as follows:

Sec. 3-16.080 Public projects-Award of formal bid contracts.

All contracts for public work with a value of more than two hundred twenty thousand dollars ($220,000) shall require the approval of the City Council and shall be executed by the Mayor and approved as to form by the City Attorney. Unless the agreement provides otherwise, the City Manager may approve dollar increases to contracts that have been approved by the City Council. The extent of the City Manager's authority to approve such increases shall be in the amount of ten (10%) percent, or as otherwise modified by City Council at the time of the award. If a contract is awarded, it shall be awarded by the City Council to the lowest responsible bidder. The determination of the "lowest responsible bidder" shall be at the discretion of the City Council pursuant to the findings and recommendations presented by the Director of Public Works at the time of award of contract. In determining the lowest responsible bidder, the following shall be considered by the City Council, in addition to price:
(a) The ability, capacity and skill of the bidder to perform the contract or provide the services required;
(b) Whether the bidder can perform the contract or provide the services promptly, or within the time specified, without delay or interference; (c) The sufficiency of the bidder's financial resources to perform the contract or provide the service;
(d) The ability of the bidder to provide future maintenance and services where such maintenance and service is essential;
(e) The quality and timeliness of the bidder's performance on previous contracts for the City;
(f) Litigation by the bidder on previous contracts with the City; (g) The character, integrity, reputation, judgment, experience and efficiency of the bidder;
(h) The bidder is licensed under the Contractors' State License Law (commencing with Section 7000 of the Business and Professions Code of the State of California, as the 3 253
same may be amended from time to time) to perform the work for which it submitted a bid proposal.

Section 4. To the extent that the terms and provisions of this Ordinance may be inconsistent or in conflict with the terms or conditions of any prior City ordinance, motion, resolution, rule or regulation governing the same subject, the terms of this Ordinance shall prevail with respect to the subject matter thereof and such inconsistent or conflicting provisions of prior ordinances, motions, resolutions, rules or regulations are hereby repealed.

Section 5. If any section, subsection, subdivision, paragraph, sentence, clause or phrase added by this Ordinance, or any part thereof, is for any reason held to be unconstitutional or invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause or phrase thereof irrespective of the fact that any one or more subsections, subdivisions, paragraphs, sentences, clauses or phrases are declared unconstitutional, invalid or ineffective.

Section 6. The proposed amendments to the Los Banos Municipal Code do not propose any changes to City policies or regulations that would result in a direct or indirect physical environmental impact; therefore it has been determined that this ordinance amendment is covered by the general rule that the California Environmental Quality Act applies only to projects which have the potential for causing a significant effect on the environment pursuant to CEQA guidelines section 15601 (b)(3) and is not subject to environmental review.

Section 7. This Ordinance shall go into effect and be in full force and operation thirty (30) days after its final passage and adoption. The City Clerk shall certify to the adoption of this Ordinance and cause the same to be posted and published once within fifteen days after passage and adoption as may be required by law; or, in the alternative the City Clerk may cause to be published a summary of this Ordinance and a certified copy of the text of this Ordinance shall be posted in the Office of the City Clerk five days prior to the date of adoption of this Ordinance; and, within fifteen days after adoption, the City Clerk shall cause to be published, the aforementioned summary and shall post a certified copy of this Ordinance, together with the vote for and against the same, in the Office of the City Clerk.

Introduced by Council Member and seconded by Council Member _____ on the __ day of _____ , 2025.

Passed on the __ day of _____ , 2025 by the following vote:

AYES: Council Members
NOES:
4 254
ABSENT:

APPROVED:

Michael Amabile, Mayor
ATTEST:

Lucille L. Mallonee, City Clerk
s
255
.§ 3-16~0_3~. Public proj~cts-<,eneral bid limits.
(a) Public projects of Sixty Thousand and No/100ths ($60,000.00) Dollars or less· ,seventy-five thousand dollars ($75,000) or less JTI~y be performed by_the emp!<?Y~~ of _ the City by force account, by negotiated contract, or by purchase order.

Jb)__Public projects _ of __ Two _ Hundred_ Thousand __ and __ No/100ths _ ($200,000.00} Dollars or less two hundred twenty thousand dollars ($220,000) or less JTI~Y IJ_e_ l~t to contract by the informal procedures prescribed in Section 3-16.040.

Le)_ Public_ projects _ of_ more _ than_ Two __ l=lundred _ Thousand __ and __ No/1 OOths ($200,000.00) Dollars of more than two hundred twenty thousand dollars 1$220.000) ..sti~)I. ~J<GePt ~~ _ot~~'!"is_~ (lfl)y_id~d.-in t~is chapter, b~ let t<> cql")t~act by th~ f~r.r11al bii:ldir,g procedures prescribed in Section 3-16.050 of this chapter. § 3-16.040. Public projects-Informal bidding procedures.

The following shall govern the selection of contractors when a public project which• is anticipated to fall within the monetary limits on informal bids described in subsection (b) of Section 3-16.030 is to be performed:
(a) The City shall prepare a notice of the opportunity to bid which describes the project in general terms, states the time and place for the submission of bids and describes how to obtain more detailed information about the project. (b) The City shall mail the notice to all contractors for the category of the work to be bid, as shown on the list of contractors developed and maintained by the Department of Public Works in accordance with criteria promulgated from time to time by the California Uniform Construction Cost Accounting Commission ("Commission"). (c) The City may also mail the notice to all construction trade journals specified by the Commission for the County of Merced. Additional contractors and/or construction trade journals may also be notified at the discretion of the Director of Public Works; provided, however: (1) if the City has not prepared a list of qualified contractors for the particular category of work to be performed, the notice inviting bids shall be sent only to the construction trade journals specified by the Commission; and (2) if the product or service is proprietary in nature such that it can be legally obtained only from a certain contractor(s), the notice inviting informal bids may be sent exclusively to such contractor(s).
(d) All mailings of notices to contractors and construction trade journals pursuant to this section shall be completed not less than 10 calendar days before bids are due.

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(e) The City Manager shall have the authority to award informal contracts pursuant to this section with a value of Sixty Thousand and No/100ths ($60,000.00) Dollars or less ,seventy-five thousand dollars (i]5,000) or less PYf~~-~!lt to _ t_h~ fin_ding~ _ a!1_d recommendations presented by the Director of Public Works. Such contracts shall have the prior approval of, and be executed by, the City Manager and shall be approved as to form by the City Attorney. All contracts with a value in excess of Sixty Thousand and No/1 0Oths ($60,000.00) Dollars seventy-five thousand dollars ($75,000) to be awarded pursuant to this section shall require the approval of the City Council and shall be executed by the Mayor and approved as to form by the City Attorney. Unless the agreement provides otherwise, the City Manager may approve dollar increases to contracts that have been approved by the City Council. The extent of the City Manager's authority to approve such increases shall be in the amount of 10% of the original contract amount, unless otherwise modified by City Council at the time of the award of the contract. (f) If all informal bids received exceed Two l=lundred Thousand and No/1 00ths ($200,000.00) Dollars two hundred twenty thousand dollars ($220,000) and the City Council determines that the cost estimate was reasonable, the City Council may award the contract to the lowest responsible bidder at up to T•No l=lundred Twenty Thousand and No/1 00ths ($220,000.00) Dollars two hundred thirty five thousand dollars ($235,000) by resolution approved by a four fifths vote of the City Council. Such contracts shall be executed by the Mayor and approved as to form by the City Attorney. Otherwise, such work shall be awarded to the lowest responsible bidder pursuant to the formal bid procedures prescribed in Section 3-16.050 of this chapter_ Sec. 3-16.080 Public projects-Award of formal bid contracts.

All contracts for public work with a value of more than Two l=lundred Thousand and·· l>Jo/100ths ($200,000.00) Dollars two hundred twenty thousand dollars ($220,000) shall require the approval of the City Council and shall be executed by the Mayor and approved as to form by the City Attorney. Unless the agreement provides otherwise, the City Manager may approve dollar increases to contracts that have been approved by the City Council. The extent of the City Manager's authority to approve such increases shall be in the amount of ten (10%) percent, or as otherwise modified by City Council at the time of the award. If a contract is awarded, it shall be awarded by the City Council to the lowest responsible bidder. The determination of the "lowest responsible bidder" shall be at the discretion of the City Council pursuant to the findings and recommendations presented by the Director of Public Works at the time of award of contract. In determining the lowest responsible bidder, the following shall be considered by the City Council, in addition to price:
(a) The ability, capacity and skill of the bidder to perform the contract or provide the services required;
(b) Whether the bidder can perform the contract or provide the services promptly, or within the time specified, without delay or interference; ( Formatted: Font: (Default) Arial, 12 pt ___ _J
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(c) The sufficiency of the bidder's financial resources to perform the contract or provide the service;
{d) The ability of the bidder to provide future maintenance and services where such maintenance and service is essential;
(e) The quality and timeliness of the bidder's performance on previous contracts for the City;
(f) Litigation by the bidder on previous contracts with the City; (g) The character, integrity, reputation, judgment, experience and efficiency of the bidder;
(h) The bidder is licensed under the Contractors' State License Law (commencing with Section 7000 of the Business and Professions Code of the State of California, as the same may be amended from time to time) to perform the work for which it submitted a bid proposal.._ .. / Formattec_t: Font:_(~ __u-'lt)'-Ari _'a--'-l, _12--'-p_t ---- ~ 258