Rialto City Council
November 14, 2023

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DEVELOPMENT AGREEMENT
Between

CITY OF RIALTO
a California public entity
(“City”)
and

GRIFFIN / SWINERTON, LLC
a Delaware limited liability company
(“Developer”)

Dated as of November 14, 2023

City of Rialto Police Station
128 N Willow Avenue
Rialto, CA 92376

TABLE OF CONTENTS

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DEVELOPMENT AGREEMENT ............................................................................................. 1 RECITALS ................................................................................................................................... 1

1. DEFINITIONS ................................................................................................................. 3

2. DEVELOPMENT OF THE PROJECT....................................................................... 14 Guaranteed Maximum Price of Project ........................................................... 14 City Contingency Costs ..................................................................................... 15 Diligent Efforts; Relationship of the Parties ................................................... 15 Mutual Cooperation; Liability of City ............................................................. 15 Term .................................................................................................................... 15 Scope of Work .................................................................................................... 15 Services................................................................................................................ 16

3. PROJECT FINANCING. .............................................................................................. 16 Issuance of Bonds ............................................................................................... 16 Disbursal of Proceeds ........................................................................................ 16

4. PROJECT DESIGN....................................................................................................... 16 Selection of Development Team for Project .................................................... 16 Design Contracts ................................................................................................ 17 Assignment of Certain Agreements .................................................................. 17 Project GMP Breakdown .................................................................................. 17 Drawings ............................................................................................................. 17 LEED Certification ............................................................................................ 17 City’s Review ...................................................................................................... 17 Resubmittals ....................................................................................................... 18 Permit and Construction Documents ............................................................... 18

5. CONSTRUCTION MANAGEMENT SERVICES ..................................................... 18 Preconstruction Phase ....................................................................................... 18 (a) Design ...................................................................................................... 19 (b) Schedule ................................................................................................... 19 (c) Constructability ........................................................................................ 19 (d) Temporary Facilities ................................................................................ 19 (e) Categories of Work .................................................................................. 19 (f) Construction Schedule ............................................................................. 19 (g) Weekly Meetings and Look-Ahead Charts .............................................. 20 (h) Long Lead Time Items ............................................................................. 20 (i) Consultants ............................................................................................... 20

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Bidding. ............................................................................................................... 20 (a) Competitive Bidding ................................................................................ 20 (b) Pre-Qualification ...................................................................................... 21 (c) Procurement Plan ..................................................................................... 21 (d) Bid Bonds................................................................................................. 21 (e) Bid Process............................................................................................... 21 (f) Analysis.................................................................................................... 21 (g) Bidders Interest ........................................................................................ 21 (h) Receiving Bids ......................................................................................... 22 (i) Awarding Contracts ................................................................................. 22 (j) Rejecting Bids .......................................................................................... 22 (k) Bidder Default .......................................................................................... 22 (l) Best Value ................................................................................................ 22 (m) Trade Contractor Procurement Plan ......................................................... 23 (n) Negotiated Trade Contractors .................................................................. 23 (o) General Contractor Self-Performing ........................................................ 23 (p) Compliance with Requirements of Law .................................................. 24 Construction Phase ............................................................................................ 24 (a) Administer GC Contract .......................................................................... 24 (b) Coordination ............................................................................................ 24 (c) Project Schedule ....................................................................................... 25 (d) Administration of Agreements ................................................................. 25 (e) Cash Flow Reports ................................................................................... 25 (f) Inspections and Testing............................................................................ 25 (g) RFIs .......................................................................................................... 25 (h) Submittals ................................................................................................ 25 (i) Changes .................................................................................................... 25 (j) Progress Reports ...................................................................................... 25 (k) Record Drawings ..................................................................................... 26 (l) Contractor Pay Apps ................................................................................ 26 (m) Project Pay Apps ...................................................................................... 26 (n) Certifications ............................................................................................ 26 (o) Final Testing and Start-Up ....................................................................... 26 (p) Punch List ................................................................................................ 26 (q) Final Completion ..................................................................................... 27 (r) Timely Completion .................................................................................. 27 Costs .................................................................................................................... 27 (a) Wage Rates .............................................................................................. 27

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(b) Wage Rate Penalty ................................................................................... 28 (c) Work Hour Penalty .................................................................................. 28 (d) Registration of Contractors ...................................................................... 28 (e) Payroll Records ........................................................................................ 29 (f) Apprentices .............................................................................................. 30 (g) Discrimination.......................................................................................... 30 (h) Project Labor Agreement ......................................................................... 30

6. PERMITS. ...................................................................................................................... 30 Permits ................................................................................................................ 30 Costs .................................................................................................................... 31 Schedule and Delays .......................................................................................... 31

7. CONSTRUCTION. ........................................................................................................ 31 Commencement of Construction ...................................................................... 31 Delays. ................................................................................................................. 31 (a) Time Extensions ....................................................................................... 31 (b) Liquidated Damages ................................................................................ 31 Guaranteed Maximum Construction Price Contract ..................................... 32 Construction Contracts ..................................................................................... 32 (a) Labor Code §1700.................................................................................... 32 (b) Safety ....................................................................................................... 33 (c) Indemnity ................................................................................................. 33 (d) Assignment .............................................................................................. 33 Protection of Persons and Property. ................................................................ 33 (a) Safety ....................................................................................................... 33 (b) Damage .................................................................................................... 33 (c) Notices ..................................................................................................... 33 Insurance During Construction ........................................................................ 33 Use of Developer Contingency .......................................................................... 33 Completion of Construction .............................................................................. 34 Warranties .......................................................................................................... 34 Correction of Work............................................................................................ 35 Stop Work by City ............................................................................................. 36 Developer Default ............................................................................................... 36 Work by Separate Contractors ......................................................................... 36 Compliance with Requirements of Law ........................................................... 37

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8. CHANGES TO THE WORK. ...................................................................................... 37 No Changes Without City Approval ................................................................ 37 Developer Approved Changes in the Work ..................................................... 37 Change in the Work Initiated by City.............................................................. 37 Claims by Developer .......................................................................................... 38 Lump Sum Change Orders ............................................................................... 38 Time and Materials Change Orders ................................................................ 39 Unilateral Change Orders ................................................................................. 41 No Extension of Time Without Impact to Critical Path ................................. 41 No Additional Compensation for Early Completion ...................................... 41 No Changes After Substantial Completion ..................................................... 41 Credits ................................................................................................................. 41 Overhead and Profit .......................................................................................... 42 Compensation for Delay .................................................................................... 42 Modifications ...................................................................................................... 42 Minor Field Changes ......................................................................................... 42 Conditions Affecting the Work. ........................................................................ 43 (a) Existing Site Conditions .......................................................................... 43 (b) Site Investigation and Representation ...................................................... 43 (c) Topographic Maps ................................................................................... 43 (d) Differing Site Conditions ......................................................................... 43 (e) City Investigation ..................................................................................... 44 (f) Disputes.................................................................................................... 44 Changes in Requirements of Law ..................................................................... 44

9. PAYMENT OF PROJECT COSTS ............................................................................. 45 Applications for Payment .................................................................................. 45 Payment Procedures .......................................................................................... 47 Requisition to the Trustee ................................................................................. 48 Initial Draw......................................................................................................... 48 Other City Costs ................................................................................................. 49 Lump Sum Work and Unit Prices .................................................................... 49 Allowances .......................................................................................................... 49 Retention Payment ............................................................................................. 50 Final Payment..................................................................................................... 51 Stop Payment Notices ........................................................................................ 51

10. OTHER SERVICES BY DEVELOPER ...................................................................... 51

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11. DEVELOPER’S FIXED FEE, DEVELOPER’S FIXED OVERHEAD, AND REIMBURSABLE EXPENSES. .................................................................................. 51 Developer’s Fixed Fee and Developer’s Fixed Overhead ............................... 51 Reimbursable Expenses ..................................................................................... 52 Payment of Developer’s Fixed Fee and Developer’s Fixed Overhead .......... 52 (a) Equal Monthly Installments ..................................................................... 52 (b) Application ............................................................................................... 52

12. COMPLETION OF THE PROJECT. ......................................................................... 52 Substantial Completion of the Project ............................................................. 52 Notice of Substantial Completion ..................................................................... 52 Completion of Punch List Items ....................................................................... 53 Final Acceptance ................................................................................................ 53 (a) AHJ Approval .......................................................................................... 53 (b) Conditional Waivers ................................................................................ 53 (c) Punch List Complete ................................................................................ 53 (d) Final Pay App .......................................................................................... 54 (e) Project Costs Report ................................................................................ 54 (f) Title Policy Endorsement ......................................................................... 54 (g) LEED Application ................................................................................... 54 (h) Final Acceptance Obligations .................................................................. 54 Approval of Final Project Application for Payment ...................................... 54 Requisition of Final Payment ............................................................................ 55 Disbursement of Developer Contingency......................................................... 55 Notice of Completion ......................................................................................... 55 Partial Occupancy .............................................................................................. 55

13. MISCELLANEOUS DEVELOPER OBLIGATIONS ............................................... 56

14. DEVELOPER’S FINAL ACCEPTANCE OBLIGATIONS ..................................... 57 As-Built Plans ..................................................................................................... 57 Manuals ............................................................................................................... 57 Warranties .......................................................................................................... 57 Permits and Licenses ......................................................................................... 57

15. INDEMNIFICATION. .................................................................................................. 57 Developer’s Indemnification ............................................................................. 57 City’s Indemnification ....................................................................................... 58

16. INSURANCE REQUIREMENTS. ............................................................................... 59

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Developer’s Insurance ....................................................................................... 59 City’s Insurance ................................................................................................. 59 Verification of Coverage.................................................................................... 59 Builders Risk Insurance .................................................................................... 59 Notice of Cancellation ........................................................................................ 59

17. REPRESENTATIVES. .................................................................................................. 59 Developer Representatives ................................................................................ 59 City’s Representative ......................................................................................... 60 General Contractor’s Representative .............................................................. 60 Emergency Contacts .......................................................................................... 61 Communications ................................................................................................ 61 Timely Decisions................................................................................................. 61

18. ACCOUNTING, INSPECTION AND AUDIT. .......................................................... 61 Accounts .............................................................................................................. 61 Inspection and Audit.......................................................................................... 62

19. CONSTRUCTION LIENS ............................................................................................ 62

20. PRIORITY AGREEMENTS ........................................................................................ 62

21. DAMAGE AND DESTRUCTION; CONDEMNATION. .......................................... 63 Damage and Destruction ................................................................................... 63 Condemnation .................................................................................................... 63

22. PAYMENT OF TAXES/ASSESSMENTS. .................................................................. 64 Real Property Taxes .......................................................................................... 64 Other State and Local Taxes ............................................................................. 64

23. DEFAULT AND TERMINATION. ............................................................................. 64 Developer Default ............................................................................................... 64 (a) Material Default ....................................................................................... 64 (b) Persistent Failure ...................................................................................... 64 (c) Misappropriation ...................................................................................... 64 (d) Disregarding Laws ................................................................................... 64 (e) Failure to Pay ........................................................................................... 64 (f) Permit Revoked ........................................................................................ 65 (g) Liens ......................................................................................................... 65 (h) Defective Work ........................................................................................ 65 (i) Assignment .............................................................................................. 65 (j) Bankruptcy ............................................................................................... 65

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City Remedies upon Developer Event of Default ............................................ 65 (a) Completion of the Project ........................................................................ 65 (b) Specific Performance ............................................................................... 65 (c) Withhold .................................................................................................. 66 (d) Damages ................................................................................................... 66 (e) Termination .............................................................................................. 66 City Default......................................................................................................... 66 (a) Failure to Pay ........................................................................................... 66 (b) Assignment .............................................................................................. 66 (c) Material Default ....................................................................................... 66 Developer Remedies Upon City Event of Default ........................................... 66 Remedies Not Exclusive ..................................................................................... 66 Termination for Convenience of City .............................................................. 67 Equitable Adjustment for Extended Delay ..................................................... 67

24. DISPUTES ...................................................................................................................... 68

25. MISCELLANEOUS. ..................................................................................................... 68 Waiver; Modification ......................................................................................... 68 Neutral Authorship ............................................................................................ 68 Severability ......................................................................................................... 69 Relationship of Parties ....................................................................................... 69 Third Party Rights ............................................................................................. 69 Assignment; Encumbrance or Pledge .............................................................. 69 Notices ................................................................................................................. 69 Entire Agreement ............................................................................................... 70 Time Is of the Essence........................................................................................ 70 Employees of Developer .................................................................................... 70 Exhibits ............................................................................................................... 71 Compliance with Civil Rights Laws ................................................................. 71 Public Records Act ............................................................................................. 72 Patent Infringement ........................................................................................... 72 Governing Law; Venue...................................................................................... 72 Securing Worker’s Compensation Insurance Certification .......................... 72 Employee Eligibility Verification ..................................................................... 72 Section 179D Allocation ..................................................................................... 73 EXHIBIT A................................................................................................................................... 1 Legal Description of Land ................................................................................................. 1

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EXHIBIT B ................................................................................................................................... 1 Project Labor Agreement ................................................................................................... 1 EXHIBIT C................................................................................................................................... 1 Intentionally omitted .......................................................................................................... 1 EXHIBIT D................................................................................................................................... 1 Breakdown of Project GMP ............................................................................................... 1 EXHIBIT E ................................................................................................................................... 1 Index of Approved Design Development Documents ....................................................... 1 EXHIBIT F ................................................................................................................................... 1 Project Schedule ................................................................................................................. 1 EXHIBIT G .................................................................................................................................. 1 Developer’s Insurance Requirements ................................................................................ 1 EXHIBIT H .................................................................................................................................. 1 Dispute Resolution Procedure ............................................................................................ 1 EXHIBIT I .................................................................................................................................... 1 Developer’s GMP Qualifications, Exclusions, and Allowances ....................................... 1 EXHIBIT J ................................................................................................................................... 1 Final Completion Form ...................................................................................................... 1 EXHIBIT K .................................................................................................................................. 1 Special Inspections and Testing ......................................................................................... 1 EXHIBIT L ................................................................................................................................... 1 Certificate of Substantial Completion Form ...................................................................... 1 EXHIBIT M .................................................................................................................................. 1 Form of Bonds and Dual Obligee Rider ............................................................................ 1 EXHIBIT N................................................................................................................................... 1 Form of Project Application For Payment ......................................................................... 1 EXHIBIT O .................................................................................................................................. 1 Intentionally omitted .......................................................................................................... 1

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EXHIBIT P ................................................................................................................................... 1 City-Approved Procurement Plan ...................................................................................... 1

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DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (this “ Agreement”) dated as of November 14, 2023 is by and between the CITY OF RIALTO, a California public entity (“City” or “Tenant”), and GRIFFIN / SWINERTON, LLC, a Delaware limited liability company (“Developer”).

RECITALS
A. In April 2022, City issued REQ UEST FOR PROPOSAL #22-062 TO D ESIGN- BUILD-FINANCE-OPERATE-MAINTAIN A NEW POLICE STATION (the “RFP”). The RFP was a developer RFP (i.e., seeking a developer to take a projec t from design, planning and CEQA/approvals through financing and construction, which requir es multiple phases); not a traditional design-bid-build or design-build contractor request for proposals.

B. Developer responded to the RFP on July 29, 2022, which conte mplated a two-phase project implementation, including refinements to the site desig n and facility programming into a final site plan, schematic design, design development, approval s/entitlements, a Guaranteed Maximum Price (GMP), and project financing by Developer in clos e collaboration with and approval by Tenant (Phase 1); and Developer’s completion of construction drawings and vertical development of the Project (Phase 2).

C. After a multi-step developer solicitation process that inclu ded the RFP and an interview, Tenant selected Developer and Developer’s two-phase proposal on November 15, 2022 to develop, design, construct, fin ance, operate, and maintain/m anage the Project, relying upon Tenant’s primary selection crit eria including the proposers’ de monstrated competence and qualifications for studying, pla nning, designing, permitting, d eveloping, financing, constructing, operating, managing, and maintainin g a project that will fulfil l Tenant’s vision, including a plan to ensure that the eventual project developed on the Property will be operated at fair and reasonable prices and be widely affordable and available to the users (e.g . Rialto Police Department) of the facilities and services therein. As part of the solicitation p rocess, Tenant determined that Developer has adequate financi al resources to design, build, fi nance, and operate/maintain the Project after the date of this Agreement based on Tenant’s rental contribution as described herein.

D. Developer and Tenant previously entered into the Pre-Develop ment Agreement, dated November 15, 2022 (the “ PDA”), whereby Developer provided the Phase 1 Services (as defined in the PDA) relating to the Project. Developer will pr o v i d e t h e P h a s e 2 S e r v i c e s ( a s defined in the PDA) under this Ag reement whereby Developer will design and construct the Project, and Tenant may elect to be reimbursed by RIALTO PUBLIC FINANCING AUTHORITY (“Authority”) from Bond proceeds in accordance with the Indenture on or before the 60th day after the Bond Closing (as defined in Section 1) f or the funds it advanced for the Phase 2 Services and other reimbursable costs, but only in acco rdance with Internal Revenue Services regulations.

E. City is the owner and lessor under that certain Site and Fac ility Lease (“ Site Lease”), and pursuant to which Authority leases from the City that certain real property located in the City (“Land”), that is more specifically described in the attached Exhibit A.

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F. City desires to construct on t he Land a new Police Station which will encompass a two-story concrete police admin istration building of approximat ely 50,814square feet, a support building of approximately 11,403square feet (with final sizing to be determined in the initial project program verification ac tivity of Phase 1), and on-site parking (collectively, the “Building”). The proposed Building is more fully described in the approved Design Development Documents (as defined in Section 1). The design, permitting and construction of the Building is referred to in this Agreement as the “Project.”
G. Authority and Tenant (as defined in Section 1) are parties t o that certain Lease Agreement dated of even date with the Site Lease (“ Lease Agreement”), whereby Tenant has agreed to lease the Premises (as defined in Section 1) at the r ent and subject to all of the terms, covenants and conditions set forth in the Lease Agreement.

H. City desires to engage Developer to develop and administer t he design, permitting and construction phases of the Project in accordance with the t erms and conditions of this Agreement. Developer desires to perform development and constru ction management services in connection with the construction of the Project in accordance with the terms and conditions of this Agreement. Subject to the terms and conditions hereof, Develope r will warrant to achieve Substantial Completion (as defined in Section 1) of the Project no later than the Developer Obligation Date (as defined in Section 1) and for a total price not to exceed the Project GMP (as defined in Section 1).

I. Authority and City understand that Developer will not person a l l y p e r f o r m a n y design or construction services. The parties intend for Develo p e r t o c o n t r a c t d i r e c t l y a n d separately with (i) the General Contractor (as defined in Secti on 1) who is to be engaged to construct the Project, (ii) the Architect (as defined in Sectio n 1) and engineers and related design consultants designing the Project, and (iii) such other Contrac tors (as defined in Section 1) or consultants who may be engaged to perform discrete elements of design or construction work on the Project to the extent not covered by the GC Contract (as de fined in Section 1) or Architect’s Agreement (as defined in Secti on 1). If, during the performance of this Agreement, Developer determines that additional construction service consultants or contractors must be retained in order to meet the terms of this Agreement, the Developer will contrac t with them directly. The Project and this Agreement are authorized by applicable law, including but not limited to the Infrastructure Financing Act (Govt Code §§5956 et seq.).

J. Developer provided services to City under the PDA, including but not limited to, identifying and analyzing various sources of financing that Cit y could utilize. City analyzed the various financing options and selected, in its sole discretion, to proceed with financing through the Authority, and Developer has assisted and cooperated with City and Authority, and will continue to provide assistance and cooperation, for Authority to structu re and obtain financing for the Project. Authority anticipates that financing for the Project will be obtained through the issuance of tax-exempt bonds (the “ Bonds”) by the Authority . Upon payment in full of the Bonds, the Premises leasehold will automatically revert to Tenant for no additional consideration.

NOW, THEREFORE, to fulfill the foregoing objectives, and for go od and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Developer desire to enter into this Agreement and proceed in accordance with its terms.

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1. Definitions. As used in this Agreement, the following terms shall have th e following meanings:
“ADA” means the Americans with Disabilities Act of 1990, as amended from time to time. “AHJ” means an Agency Having Jurisdiction with respect to the Proje ct, which includes any governmental or quasi-governme ntal agencies, bodies, author ities and courts having jurisdiction over the Project or any portion thereof, including but not limited to the City. “Allowance” means additional resources included in Developer’s estimate t o cover the cost of known but undefined requirements for an individual acti vity, work item, account or sub- account expressly identified as such in Exhibit I. There are no Allowances except as specifically identified in Exhibit D or Exhibit I. When Developer is capable of determining the actual cost associated with the Allowance, an appropriate additive or deduc tive change order shall be issued as and when necessary as reasonably determined by Developer as further described in Section 9.8. “Architect” means LPA, Inc., the architect for the Project, or any succes sor architect for the Project.
“Architect’s Agreement” means the agreement between Developer and the Architect with respect to the Project.
“Authority” means the Rialto Public Financing Authority, a California joi nt powers authority, its successors and permitted assigns.
“Bond Closing” refers to the date the Bond proceeds are made available to the Trustee, as defined in the Indenture.
“Bonds” means those tax-exempt bonds to be issued by the Authority for the benefit of the City as more particularly described in Recital F above, from the proceeds of which City intends to pay, among other things, the cost of PHASE 2 Services, the Proj ect GMP, the Financed FF&E, and any bonds issued to refund such Bonds.
“Building” means the new Police Station consisting of a two-story concre te police administration building, support building of approximately 11,403square feet, and on-site parking as described in Recital D to be constructed on the Land. The Bu ilding is expected to contain approximately 50,814gross square f eet of area, as more fully de scribed in the approved and accepted Design Development Documents, and includes the Tenant Improvements constructed therein. A site plan of the Project showing the Building is attached hereto as part of Exhibit E. “City-Caused Delay” means any period of Critical Path delay in the overall progre ss of design, finance, construction, and completion of the Project, including Tenant Improvements, that is caused by (a) City-initiated changes to the Construction Doc uments, (b) City’s failure to approve, disapprove, decide, or o therwise respond to Developer in the time indicated in this Agreement for such item with respect to a particular item for w hich City’s response is required hereunder or under the GC Contract or Architect’s Agreement, (c) City’s failure to deliver plans, information, specifications, or other information within the ti me frames required under this Agreement, the Project Schedule, or the GC Contract or Architect’s Agreement, (d) City’s failure

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to timely fund Project Costs or Other City Costs, (e) failure of City to cause City provided FF&E or Tenant’s Personal Property, if any, to be procured and insta lled in a timely manner, (f) any interference or other acts or omissions of City, (g) delays caused by Tenant which are not intended to include any period of time provided in the Facilities Lease, the Project Schedule, or this Agreement for City to review and respond to any submission, (h) delays caused by items for which City is responsible, including but not limited to City Deliverables, or (i) Differing Site Conditions not reasonably identified by Developer prior to the date of thi s Agreement in the exercise of its commercially reasonable due diligence (which the parties have a greed that Developer’s due diligence was reasonable based on the reports identified in Exhibit A ). In the absence of a particular time frame in the Pr oject Schedule for City to provi de plans, information, approvals, etc., City will have five (5) business days to provide such plans, information, approvals, etc. after Developer’s written request. However, City-Caused Delay shall not include delay to the extent caused by Developer’s failure to provide, within the time frames allowed hereunder, draw requests, architect’s certifications, progr ess completion certifications, copies of change orders and reasonable supporting documenta tion, shop drawings, schedules, costs, invoices, job progress reports, or any other documents or information which City is entitled to receive hereunder or which is reasonably requested by City in connection with any such dec ision or response. To facilitate timeliness in City’s communications with Developer over matters relating to design or construction of the Project and to minimize the possibility of City-Caused Delay, Developer shall alert City to deadlines for approvals, decisions or other responses that City must provide hereunder, including, among other methods, attachment of “deadline cover sheets” on any submissions to City that require response by a parti cular deadline or distribution of weekly calendars that show deadlines imposed on City. If Developer at any time believes t hat an instance of City-Caused Delay has occurred that has directly caused or will directly ca use an increase in Project Costs or extension of the Developer Obligation Date, then Developer shal l send a written notification to City in accordance with Section 8.4. Any disputes between Devel oper and City over delays or Project Costs attributable to City-Caused Delay shall not be a reason to stop or delay construction of the Project and shall be res olved by the parties as expediti ously as possible, either by mutual agreement of the parties or in accordance with the dispute reso lution mechanisms described in Section 24 hereof.
“City Contingency” means a fund to cover cost growth during the Project used at the discretion of the City usually for costs that result from City directed changes or City-Caused Delays. The amount of the City’s Contingency will be set by the City and will be included as a line item in the Project GMP (below the line), but will be for City’s exclusive use. City Contingency will be added to the GMP amount provided by the Developer, the sum of which will be the full contract price for d esign, permitting and construct ion. Markups for insurance, bonds, fee, taxes, and general conditions will be applied by the Devel oper at the time that City Contingency is used. Any City Contingency not utilized shall re vert to the City after Project completion. City may or may not elect to include a City Contin gency, and may elect the amount of any City Contingency. City’s election to not include a City Contingency or election to have an insufficient City Contingency is at City’s sole risk. The City Contingency will be treated like an Allowance (but to be used exclusively by the City), and the amount of the City Contingency (which is determined solely by the City in its sole discretion) will n ot act as a limit on costs that City is required to pay under this Agreement.

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“City Deliverables” means and refers to (a) all reviews and approvals by City req uired under this Agreement, (b) City’s responses to questions from De veloper required under this Agreement, (c) City’s design and installation of its information technology in accordance with the Project Schedule, (d) City providing the Tenant Personal Property in accordance with the Critical Path Project Schedule, and (e) any FF&E or Tenant’s Personal Pr operty that City desires that is not included in the approved Construction Documents as Developer’s responsibility in accordance with the Project Schedule.
“Commencement of Construction ” means the date City executes and delivers to Developer the written Notice to Proceed (Construction). “Commodities” mean finished goods, products, or materials that are purchase d (directly or indirectly) by Developer or G eneral Contractor that are inte nded to be installed in or incorporated into the work including, without limitation, the Financed FF&E. “Construction Contracts” means collectively (i) the GC Contract, (ii) the subcontracts between General Contractor and its Trade Contractors, and (iii) all other contracts for construction services entered into between Developer and any Contractor, for construction of any portion of the Project not covered by the GC Contract.
“Construction Documents ” means the Construction Drawings and Detailed Specifications approved by City, for construction of the Projec t, including technical drawings, schedules, diagrams, plans and specifications setting forth in detail the requirements for construction of the Project and pr oviding information customari ly required for the use of the building trades.
“Construction Drawings ” means Drawings setting forth the requirements for the construction of the Project approved by City. As used herein, “Drawings” include all graphic and pictorial documents depicting th e design, location and dimensio ns of the elements of the Project (including Tenant Improvements) a nd include plans, elevations, sections, details, schedules and diagrams for the Project, all of which shall be consistent with the Project Requirements.

Construction Drawings may, if app licable, consist of separate D rawings for the Building and Tenant Improvements.
“Contract Documents” means this Agreement (including all exhibits attached hereto), the Construction Documents, the Cons truction Contracts and the othe r documents identified as Contract Documents in the GC Contract and all modifications and amendments to the foregoing issued after the date of execution of this Agreement, including amendments and change orders. “Contractors” means the General Contractor, any Trade Contractors and their subcontractors (of any tier), and any other construction trade contractors with whom Developer enters into Construction Contracts for the Project.
“Costs Not to Be Reimbursed ” means, except as specifically provided in Section 11 hereof (relating to Developer’s Fi xed Fee and Developer’s Fixed Overhead) or as set forth in Exhibit D , (a) salaries or other compen sation of Developer’s personnel n ormally situated at Developer’s principal office or branch offices; (b) except as otherwise provided in the Construction Contract, salaries or other comp ensation for any of Contractor’ s personnel normally situated at

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such Contractor’s principal offi ce or branch offices; (c) salar ies or other compensation for any officer of Developer or Contractor; (d) expenses of Developer’s or Contractor’s principal office; (e) overhead or general expenses, except as expressly provided in the definition of Project Costs; and (f) Project Costs in excess of the Project GMP.
“Costs Resulting from City-Caused Delay” means any increase in costs of constructing the Project to the extent resulting from City-Caused Delay. Where additional costs are incurred as a result of a combination of City-Caused Delay and failure of D eveloper to provide, within the time frames allowed hereunder, dra w requests, architect’s certi fications, progress completion certifications, copies of change orders and supporting document ation, shop drawings, schedules, costs, invoices, job progress reports, or other documents or in formation which City is entitled to receive hereunder or which is reasonably requested by City in connection with any such decision or response required hereunder, then Costs Resulting From City- Caused Delay shall be only the portion of such costs attributable to City-Caused Delay. “Critical Path” means the sequence of Activities in a network analysis such that the total duration equals the sum of the durations of the individual Acti vities in the sequence. There is no time leeway or slack ( float) in Activities along the Critical P ath (that is, if the time to complete one or more Activities in the Critical Path increases, the tota l production time increases). The Project Schedule shall include t he Critical Path. As used in t his definition, the term “Activities” refer to basic elements of work, or tasks that must be performed in order to complete the Project.

Activities may occur over time.
“Design Development Documents” means drawings and related specifications that are a consistent development of the Schematic Documents and further define and describe all important aspects of the Project and includes measured CAD drawings at a scale required to convey and describe the design intent. The approved and accepted Design Development Documents will serve as the basis for the Construction Drawings as approved by the C ity. The Design Development Documents were previously prepared under the PDA and have been approved by City, and the approval acknowledges that the Design Development Documents are in conformance with the Schematic Documents. An index of all of the approved and accep ted Design Development Documents as of the date of this Agreement is included in Exhibit E. “Detailed Specifications ” means all written detailed requirements for materials, equipment, construction systems, standards and workmanship for the construction of the Project. “Developer” means Griffin / Swinerton, LLC, a Delaware limited liability company, and its successors and permitted assigns hereunder.
“Developer Contingency” means the Developer contingency line item set forth in Exhibit D which will be set formulaically at time of establishment of the GMP to be a factor of 5% of all Project Costs. The Developer Contingency is a fund to pay Project Costs during the Project which are not the City’s responsibility. Developer may use the Developer Contingency at the reasonable discretion of Developer for Project Costs that fall within any of the following categories: (a) voluntary acceleration, (b) costs that are not recovered from s ureties of retaining replacement or supplemental Contractors, (c) gap s in Trade Contractors’ scopes of work, including interfacing omissions between and among the work categories, (d) Unavoidabl e Delays, (e) delays and costs

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attributable to Developer, excluding costs arising from Develop er’s gross negligence or willful misconduct, (f) labor disputes, (g) material or equipment price changes, (h) costs related to the coordination of modifications, amendments or updates to the completed Construction Documents that are required by an AHJ or otherwise at no fault of either party to this Agreement, excluding costs arising from errors or omissions that are a breach of the Architect’s standard of care, (i) correcting defective or non-conforming work that Developer cann ot reasonably recover from the responsible Trade Contractor(s), or (j) settling the contractua l claims of Contractors when doing so is deemed by the Developer to be in the best interests of th e Project to keep the Project progressing, subject to such settl ement amounts being within li mits of the Project GMP. The foregoing categories are referred to as the “ Pre-Approved Developer Contingency Uses .” Developer may use the Developer Contingency for Project Costs t hat do not fall within the Pre- Approved Developer Contingency Uses only with the consent of the City, which consent will not be unreasonably withheld. The amount of the Developer Contingency will be a separate line item in Exhibit D. Any unused Developer Contingency, at the completion of the Project, will be subject to the terms of Section 12.7.
“Developer Obligation Date” means the scheduled date for issuance of the Certificate of Substantial Completion as set forth in the Project Schedule att ached as Exhibit F, as it may be extended pursuant to this Agreement. The Developer Obligation Date shall be extended day-for- day to the extent (a) City has not issued its Notice to Proceed (Construction) in accordance with the Project Schedule, (b) of City-Caused Delays and (c) of Unavoidable Delays. “Developer’s Fixed Fee” means the fixed fee to be paid by City to Developer pursuant to Section 11.1 and subject to the terms and conditions set forth in Sections 7.2, 11 and 12 of this Agreement for Developer’s Project related program management, development management, and construction management services to be performed by Developer under this Agreement. This fee is exclusive of any fees or costs of Developer’s General Contra ctor, the Architect or other design professionals, consultants, Contractors, laborers, materials, equipment, or Reimbursable Expenses, and which amounts are included as Project Costs within the Proj ect GMP. In addition to Developer’s Fixed Fee and Developer’s Fixed Overhead, Developer is also entitled to share in the unused Developer Contingency as set forth in Section 12.7. Dev eloper’s expenditure of Developer’s Contingency will be deducted from the Developer’s C ontingency line item and, therefore, will not be included in any final shared participati on in unused Developer’s Contingency.
“Developer’s Fixed Overhead ” means the fixed overhead fees to be paid by City to Developer pursuant to Section 11.1 and subject to the terms and conditions set forth in Sections

7.2, 11 and 12 of this Agreement for Developer’s Project relate d program management, development management, and construction management services to be performed by Developer under this Agreement. This fee is exclusive of any fees or costs of Developer’s General Contractor, the Architect or other design pr ofessionals, consultants, Contr actors, laborers, materials, equipment, or Reimbursable Expe nses, and which amounts are incl uded as Project Costs within the Project GMP. In addition to Developer’s Fixed Fee and Deve loper’s Fixed Overhead, Developer is also entitled to share in the unused Developer Con tingency as set forth in Section

12.7. Developer’s expenditure of Developer’s Contingency will be deducted from the Developer’s Contingency line item and, therefore, will not be included in a ny final shared participation in unused Developer’s Contingency.

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“Differing Site Conditions” are: (a) subsurface or latent physical conditions at the Project Site differing materially from those conditions indicated from a reasonable evaluation in accordance with industry custom or (b) unknown or unforeseen physical conditions at the Project Site of an unusual nature, differing materially from conditions normally encountered and generally recognized as inherent in work of the nature provided for in th e Construction Documents. The parties acknowledge that they have agreed upon the reasonable due diligence that Developer is to undertake pursuant to the PDA. Therefore, Differing Site Condi tions are, as defined above, but only to the extent that the conditions were not revealed by the mutually agreed upon due diligence performed by Developer. Developer is responsible for (and may not make a claim for) any conditions identified by the due diligence performed by Developer. “FF&E” means furniture, fixtures, equipment and movable property. “Financed FF&E” means all furniture, fixtures, equipment and movable property as set forth in the Detailed Specifications, the costs of which will b e (a) included in Project Costs, and (b) financed through the Bonds. It is the intent of City and D eveloper that they will cooperate to make any decisions on Financed FF&E such that the total cost of the Financed FF&E will not exceed the line item for Financed FF&E in Exhibit D for the Financed FF&E. If City adds items to the Financed FF&E or selects items that are more expensive than the aggregate budgeted amount for the Financed FF&E, then such additional costs of Financed F F&E in excess of the budgeted line item for Financed FF&E shall be deemed to be an Other City Cost. The Financed FF&E will be designed, provided and installed in accordance with the Detailed Specifications and Developer shall have no other obligations in connection therewith. “Final Acceptance” means the City’s written approval and concurrence that certain events, more fully defined in Section 12 of this Agreement, have occurr ed prior to Final Payment being made.
“Final Completion” is the date when General Contractor has completed all constru ction activities required by the Contract Documents, excluding execut ory warranty obligations. City and Developer will complete and sign the Final Completion form attached as Exhibit J in a timely manner.
“Final Payment” means payment to Developer following Final Acceptance of the Project pursuant to Section 12 of this Agreement.
“Financing Costs ” means all financing and other related costs authorized to be paid pursuant to the Indenture in connection with the issuance of the Bonds. “GC Contract” means the agreement between Dev eloper and the General Contractor for construction of the Project through the delivery method of Cost Plus with a Guaranteed Maximum Price.
“General Contractor” means Swinerton Builders, the General Contractor for the Proj ect selected by Developer and any re placement or successor general contractor. The General Contractor is providing its professional services for a fixed f ee. Developer may, at its election, replace the General Contractor w ith a replacement general contr actor with the consent of City,

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which consent will not be unrea sonably withheld, conditioned, o r delayed provided that there is no increase to the Project Cost or to the City.
“Guaranteed Maximum Construction Price” means the maximum cost for construction of the Project, as guaranteed by the General Contractor pursuant to the terms of the GC Contract. “Guaranteed Maximum Price of Project” and “Project GMP ” mean and refer, interchangeably, to the amount set forth in Exhibit D to be paid by City for Project Costs. The Guaranteed Maximum Construction Price is just one element of th e Guaranteed Maximum Price of Project. A detailed description of all Project Costs included in the Project GMP, broken down by line item and category, is set forth in Exhibit D. Where applicable, the terms “Guaranteed Maximum Price of Project” and “Project GMP” shall each include adjustments thereto made in accordance with this Agreement. The Guaranteed Maximum Price of Project specifically excludes the following costs (all of which are City’s responsibility): ( 1) City’s Other Costs; and (2) costs associated with work that is not included in the Construction Documents. Additionally, the Project GMP is subject to the express qua lifications, exclusions and Al lowances set forth in Exhibit I.

Nothing in this Agreement or its exhibits is intended to create a line item guaranty (only the Project GMP is guaranteed), and Developer may, in its sole and absolute discretion, allocate any savings from any individual line item or the Developer Contingency, exc ept Allowances, to any Project Costs for any Project work required from the Contract Documents fo r t h e P ro je c t, e x c e p t th a t Developer must obtain City’s consent to use Developer Contingency for Project Costs that are not included in the Pre-Approved Developer Contingency Uses. “Indenture” means the indenture pursuant to which the Authority will issu e the Bonds, a copy of which shall be provided to Developer by City at Bond Closing. “Initial Draw” refers to Developer’s first application for payment of Project Costs, which shall not occur before Bond Closing.
“Land” means the real property located in the City of Rialto, San Be rnardino County, California, more specifically described on Exhibit A hereto. “Laws” means any constitution, statute, ordinance, regulation, rule, resolution, judicial decision, administrative order or other requirement of any federal, state, county, municipal or other governmental agency or authority h aving jurisdiction over the p arties or the Premises, including without limitation, any regulati on or order of a quasi-official entity or body (e.g. board of fire examiners or public utilities) a nd all rules, laws and regulati ons issued thereunder, as the same may be amended from time to time.
“Lease Agreement ” means the Lease Agreement to be executed between City for occupancy of the Project.
“Notice to Proceed (Construction) ” means the notice to be delivered in writing by City to Developer, at or following the Bond Closing, whereby City au thorizes the Commencement of Construction.

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“Notice to Proceed (Design)” means the date of execution of this Agreement by the City which shall serve as authorization for Developer to continue pr eparing the Design Development Documents and to prepare the Construction Documents.
“Other City Costs ” means all costs that are stated in this Agreement to be the responsibility of City. Other City Costs shall include, withou t limitation, Tenant’s Personal Property and any taxes thereon, any costs of Financed FF&E to the extent that City’s decisions in adding FF&E or selecting FF&E causes the total cost of the Financed FF&E to exceed the FF&E line item in Exhibit D, Financing Costs and any other costs associated with the Bonds and all improvements thereon (including title, escrow and recording cos ts), debt service on the Bonds, attorneys’ fees and costs incurred by City, brokerage and leasi ng commissions or finders’ fees incurred by City, property taxes and assessments of any nature with respect to the Land or any improvements located on the Land, costs associated with any licensee, subtenant or other occupant of the Land, expenses resulting from City-Caused Delays or Unav oidable Delays (including, without limitation, expenses incurred in connection with a casualty) except as otherwise provided in Section 7.2, consulting fees for any consultants engaged by Authority, Tenant or Trustee as permitted under Section 9.3, costs associated with any lawsuit, claim or other action pending or threatened against Authority or City, except as otherwise provided in Sections 13, 15 and 24. “Permits” means all land use approvals, permits and approvals to be obt ained by Developer from the AHJ that are required for construction of the Project. “Permitted Use” means the intended use of the Project by Tenant for its building, parking and any other lawful use consistent with the provisions of the Lease Agreement and maintaining the exclusion of interest on any obligation issued to finance t he Project where such interest was intended to be excludable from taxpayer gross income.
“Premises” means the entirety of the Land and the Building that are to be leased to Tenant under the Lease Agreement.
“Prequalification Questionnaires ” are questionnaires for pre -qualifying certain trade Contractors for the Project developed by Developer and/or Gener al Contractor and approved by the City in compliance with all applicable Requirements of Laws prior to any actual pre- qualification of contractors, bid solicitation or construction. “Project” means the total design, permitting and construction, and othe r professional services, and all labor, materials and equipment used or incorp orated in such design and construction of the Building and the Tenant Improvements to be constructed within the Building, but specifically excludes any work not included in the Contract Documents (e.g., Tenant provided FF&E, Tenant’s Personal Property, or Tenant provided information technology). The Project shall be consistent with the approved Project Requirements. Notwithstanding the foregoing or anything to the contrary contained in thi s Agreement, the Financed FF&E will be designed, provided and installed in accordance with the Detailed Specifications and De veloper shall have no other obligations in connection therewith or in connection with Tenant’s Personal Property.

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“Project Application for Payment” means the procedures by which requests for payment for Project Costs and other costs shall be made in accordance w ith Section 9 of this Agreement.

The Project Application for Payment will be in the form of Exhibit N. “Project Costs” means all direct and indirect costs incurred by Developer for any Project work required by the Contract Doc uments for the completion of t he development, planning, designing, engineering, permitting, financing, estimating, bidding, and constructing of the Project, including, without limitation, al l labor, materials, equipment, Financed FF&E, Reimbursable Expenses, Developer Fixed Fee, Developer Fixed Overhead, Develo per Contingency, Architect costs, General Contractor costs, Contractor costs, consultant and professionals costs, bond costs, warranty costs, close-out document costs, and taxes.

Notwithstanding anything to the c ontrary herein, Project Costs (including, without limitation, the Tenant Improvement s) do not include and Develop er shall have no responsibility for (a) Tenant’s Personal Property and any taxes thereon (which shall be paid by Tenant at its sole cost and expense); (b) City Contingency; (c) Costs Resulting fr om City-Caused Delay; (d) any increase in the cost of the Project resulting from City Contingency use; (e) real property taxes and assessments with respect to the Land and the improvements there o n ; ( f ) O th e r C i ty C o s ts ; (g ) maintenance or operation of the Building after Substantial Completion of the Project; or (h) costs associated with Tenant vacating the land, if any, including tem porary office and parking arrangements for Tenant workers or visitors.
“Project Fund ” means the fund of that name established under the Indenture f or the purpose, among others, of paying Project Costs.
“Project Requirements ” means the approved Design Development Documents, Requirements of Law and any other requirements for the Project specifically agreed to by City and Developer.
“Project Schedule” means the schedule for development, design, and construction of the Project as set forth on attached Exhibit F to this Agreement, as revised from time to time in accordance with this Agreement; provided, however, that in no e vent shall the Project Schedule provide for Substantial Completion of the Project to occur late r than the Developer Obligation Date.
“Punch List” means a list of items required to be completed prior to Final Acceptance that are minor items which do not affect City’s ability to lease the Premises to Tenant and do not affect Tenant’s ability to use the Premises for the Permitted Use. “Reimbursable Expenses” means direct and indirect costs (e.g., submittal exchange, etc.) incurred by Developer in developing, planning, designing, financing, and constructing the Project pursuant to this Agreement which costs are not included in other line items in Exhibit D, but which amounts are included within the G uaranteed Maximum Price of Pro ject and are considered to be Project Costs. Reimbursable Expenses are paid at cost without markup. “Requirements of Law” means all requirements relating to land and building construction (including those specifically applicable to Tenant’s contemplated use of the Premises), including, without limitation, if and to th e extent applicable, planning, zoning, subdivision, environmental,

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air quality, flood hazard, fire safety, accessibility, public c ontracting and other governmental approvals, permits, licenses and/ or certificates as may be nece ssary from time to time to comply with all the foregoing and other applicable statutes, rules, or ders, regulations, laws, ordinances, and covenants, conditions and restrictions, which now apply to and/or affect the design, construction, existence, intended use, operation and/or occupancy of the Land, the Premises or any part thereof.
“Retention” means a percentage of the amou nt due to the Developer on a Pr oject Application for Payment for a progress payment, that is deducted from the amount due and retained by City.
“Retention Payment ” means the City’s payment to Developer, following Substantial Completion, of the Retention (or a portion thereof) being held by City. “Sale of the Bonds ” means execution and delivery by Authority, City and a bond underwriter of an agreement providing for the purchase and sale of the Bonds on terms consistent with the terms of the Indenture and with no conditions to the u nderwriter’s obligation to pay for and accept delivery of the Bonds other than those conditions co ntained in such agreement among Authority, City and the underwriter.
“Savings” means the difference (if a positive number) obtained by subtracting (a) the total aggregate sum of allowed Project Costs from (b) the authorized Project GMP (as revised pursuant to the terms of this Agreement but less any unused Developer Contingency, as unused Developer Contingency is subject to Sectio n 12.7). Developer will separa tely track all Savings (whether inuring from the buy-out process, from cash discounts, or other wise). With each application for payment, Developer will provide City with its accounting of the se Savings, if any. Developer may, in its sole discretion, allocate Savings between and among its line items for any Project Cost; provided that Developer advises City in writing of its use, and provided further that Developer may not, in any event, allocate any Savings to increase its Developer Fixed Fee, Developer Fixed Overhead, or its General Contractor’s fixed fee. Until Final C ompletion, any Sa vings are fully available to Developer to pay for any Project Costs including D eveloper Contingency costs, but excluding increases in the Developer Fixed Fee or Developer Fixed Overhead (except to the extent that Developer is entitled to a share of Developer Contingency under Section 12.7). “Schedule Update ” means a periodic update of the Project Schedule. The Schedul e Update shall reflect Developer’s assessment of completion. Dev eloper shall identify any events that will delay the completion of an interim milestone or the c ompletion of the overall Project in the monthly Schedule Update, to the extent known at the time. City must submit written notice to Developer within five (5) business days of receipt of the Sched ule Update stating that the City objects to the Schedule Update ( and provide written objections to Developer within a reasonable time after the City’s notice of objection); failure of City to timely submit a written notice objecting to the Schedule Update will be deemed City’s acceptance of the monthly Schedule Update, and the monthly Schedule Update shall become the current accepted Project Schedule. Any request for an extension of the Contract Time must be based on the accepted Project Schedule.

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“Schedule of Values ” means a detailed statement outlining the portions of the Proj ect GMP that allocates values for the various parts of the Work and is also used as the basis for submitting and reviewing Project Applications for Payment. “Schematic Documents” means drawings and related out line specifications establishing the general scope, conceptual design, design intent and scale a nd relationship among the components of the Project. The Schematic Documents were previo usly prepared under the PDA and have been approved by City.
“Separate Contractors” means the contractors, if any, retained by City to perform an y work on the Project that is not included in Developer’s scope o f work, including their trade contractors of any tier.
“Special Testing and Inspections ” means special testing and inspections for structural components (e.g., earthwork compaction, shoring, concrete, reinforcing steel, CMU, welding, and other structural related installed systems), as set forth in Exhibit K. “Substantial Completion” or “ Substantial Completion of the Project ” means that the Project has been constructed in substantial accordance with the C o n tra c t D o c u me n ts (w ith th e exception of any Punch List items ) a n d A H J h a s i s s u e d a t e m p o r ary or final certificate of occupancy or other approval (e.g., final building inspection by building officials) sufficient for initial occupancy of the Building such that City is permitted to and could occupy the Building for its Permitted Use, including inst allation of the Financed FF&E identified in the Detailed Specifications; provided, however, if the delay in the issuance of the certificate of occupancy or other approval necessary to allow occupancy is attributable to an obligation of City or the delay is caused by an Unavoidable Delay, then this condition shall be deemed satisfied. A “Certificate of Substantial Completion” in the form attached as Exhibit L signed by the Architect shall evidence this date; the date will not be altered by the Architect making subsequent modifications to or reissuing the Certificate of S ubstantial Completion (e.g., stri king “Tentative” or adding items to the Punch List) to address City concerns regarding the work to be completed. “Substantially Complete ” or “ Substantially Completed ” means that the Project, or portion thereof, has achieved Substantial Completion.
“Tenant” means City of Rialto, a State of California municipal corpora tion, and its successors and permitted assigns as tenant under the Lease Agreement. “Tenant Improvements ” means any improvements to the interior of the Building as specifically described in the Construction Documents to be completed by Developer. “Tenant’s Personal Property ” means Tenant’s furniture , equipment, and movable personal property placed in the P remises. Tenant shall provide and install Tenant’s Personal Property at Tenant’s sole cost and expense. Tenant’s Personal Property does not include Financed FF&E.
“Title Policies” shall mean the leasehold policy of title insurance issued to Authority upon its acquisition of a leasehold interest in the Land pursuant to the Site and Facility Lease

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(“Authority’s Title Policy”) and the lender’s policy of title insurance issued to the Tru stee upon the recording of the Lease Agreement (“Lender’s Title Policy”). “Trade Contractor” shall mean construction trade contractors providing labor, materials, and/or services with whom Developer or its General Contractor enters into Construction Contracts. “Trustee” shall mean a state banking corporation, national banking asso ciation or other financial institution with trust powers selected by Authority to serve as the bond trustee under the Indenture or any duly authorized successor thereto appointed pursuant to the Indenture. “Unavoidable Delays” means any delay in the performance by Developer or the Genera l Contractor of its obligations with respect to construction of t he Project caused by strikes or labor disputes (other than those caused by Developer’s negligent acts, omissions, or failure to negotiate in good faith), acts of God, unavoi dable casualties, adverse we ather conditions which prevent or delay Critical Path construction activities as and when scheduled by the Contractors, lack of power to the Project Site, acts of terrorists, delays by AHJ (includi ng, but not limited to, unanticipated delays in providing inspections or approvals by AHJ), governmen tal embargo restrictions, pandemic related delays (includ ing unavoidable supply-chain iss ues), governmental declared emergency or other governmenta l action, or other causes beyond the reasonable control of Developer or the General Contractor, which, after the exercise of due diligence to mitigate the effects thereof, delay design or construction of the Project. Unavoidable Delays are not delays resulting from (a) Developer’s or the General Contractor’s fail ure to comply with the terms and provisions of this Agreement or the GC Contract, (b) increased prices, or (c) unavailability of funds, provided the Project Costs (and all other funds payable by City under this Agreement) are timely paid by City in accordan ce with Section 9 of this Agreem ent. Unavoidable Delays will entitle Developer and the General Contractor to an extension of the Developer Obligation Date, but will not entitle Developer to additional compensation excep t as provided in Section 23.7.

Nothing contained herein shall prevent Developer from allocatin g the Developer Contingency to increased costs of constructing the Project caused by Unavoidab le Delays. Any disagreements with regard to Unavoidable Delays that cannot be resolved by Developer and City shall be resolved in accordance with Section 24 hereof, but (subject to City’s continued funding of the Project Costs up to the amount of the Project GMP) work shall continue pending resolution of such dispute. “Warranty Period ” shall mean that period commencing on the date of Substantial Completion of the Project and expiring three hundred sixty five (365) calendar days thereafter.

2. Development of the Project.

Guaranteed Maximum Price of Project . City hereby retains Developer and Developer shall, in accordance with the terms of this Agree ment, develop and administer the design, permitting and construction phases of the Project in accordance with the terms and conditions of this Agreement. Subject to the ter ms of this Agreement, and provided the Project Costs are paid as and when due in accordan ce with Section 9 of this Agreement, Developer warrants Substantial Completion of the Project (a) constructed in a good and workmanlike manner, (b) in substantial accordance with the Contract Documents, (c) on or before the Developer Obligation Date, (d) for a price not to exceed the Project GMP (excluding any components of the Project that are not Project Costs), and (e) free and

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clear of all liens. Developer is responsible for paying Project Costs exceeding the Project GMP.

City Contingency Costs. City Contingency costs shall not be considered Project Costs but shall be included in the Project GMP for City’s use and implemented by the Developer.

Diligent Efforts; Relationship of the Parties . Developer agrees that in providing the services set forth in this Agreement, Developer s hall use its diligent efforts and shall furnish its professiona l skill and judgment and shall cooperate with, coordinate, and require that the General Cont ractor, Architect, all other C ontractors, all other engineers, design consultants, managers and other persons retained in connection with the design, permitting, development and construction of the Project cause Substantial Completion of the Project for the Project GMP in an expeditious and economic manner, and otherwise in a good and workmanlike manner and in substanti al accordance with the Contract Documents, on or before the Developer Obligation Date, free and clear of all liens (provided the Project Costs are paid as and when due in accorda nce with Section 9 of this Agreement). Developer shall perform its services in accordance with the terms of this Agreement, including, without limitation, all services to be pr ovided by Developer as described in Section 5 herein. Developer shall not, itself, perform any construction services in connection with this Agreemen t, as all construction services will be performed by the Contractors, but Developer is responsible for the construction services being properly and timely performed.

Mutual Cooperation; Liability of City . Developer and City shall fully and in good faith cooperate with each other to accomplish each of the activities provided herein. City shall have no liability or responsibility whatsoe ver with respect to the activities to be performed by Developer herein, except to timel y pay the Project Costs as and when due and to timely perform all obligations of City set forth in this Agreement pursuant to the terms and conditions contained herein.

Term. The rights and obligations of the Developer and City hereunder shall commence on the date of execution of this Agreement and shall c ontinue until expiration of the Warranty Period.

Scope of Work. Developer shall perform, or cause to be performed, all work as required by, and in accordance with, the Contract Docum ents. Developer shall provide and furnish, or cause to be provided and furnished, all labor, project management, supervision, funding administrati on, planning, scheduling, mate rials, testing, commissioning, inspection, quality control, tools, equipment, s ervices and all transportation services in adequa te quantity and quality to acc omplish completion of the work as specified as necessary within the time period set forth. The work shall conform to the Construction Documents and all applicable codes, regulations, laws, etc. referenced in the Contract Documents or by indu stry standard, including Divis ion 01 of the Detailed Specifications. Throughout this Ag reement, there are reference s to both Developer and General Contractor. When a provision provides that General Contractor is to perform some obligation under this Agreement, it is done in order to identif y a specific obligation that

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General Contractor will be performing; however, it is agreed that Developer is responsible for all of General Contractor’s obligations under this Agreement. Therefore, any reference in this Agreement to General Contractor is for convenience, but it is understood and agreed that General Contractor is not a party to this Agreement and th e obligations in this Agreement are solely those of Developer and City. Thus, if a provision states that General Contractor will do or refrain from doing some act, General Cont ractor will do so but Developer is liable to City if General Contractor violates the provision.

Services. Developer will (a) provide general administration of the Project; (b) manage and coordinate the General Contractor and Consultant s; (c) manage and coordinate the processing of the Construction Documents for the Project; (d) manage bidding all components of constru ction for the Project, includi ng requiring that any competitive bidding requirements applicable to the Project are complied with in accordance with the bidding requirements of this Agreement and any City approved procurement plan (including the City-approved procurement plan attached as Exhibit P), pre-qualification or best value process; (e) enter into a contract with General C ontractor to construct the Project, oversee the Contractors, and to complete the Project Work in accordance with the Construction Documents; and (f) manage and coordinate the servi ces provided by its General Contractor, for the purpose of causing the Project to b e completed within the Project GMP, in accordance with the Construction Documents, and within the time periods set forth in the Project Schedule.

3. Project Financing.

Issuance of Bonds . City intends to cause the issuance of Bonds by Authority in one series for sale on one date in a principal amo unt sufficient to pay the P r o j e c t C o s t s , F i n a n c i n g C o s t s a n d o t h e r c o s t s p a y a b l e p u r s u a n t to the terms of the Indenture.

Disbursal of Proceeds . A portion of the proceeds from the sale of the Bonds in an amount sufficient to pay the Project GMP shall be d eposited into the Project Fund held by the Trustee and shall be used to pay Project Costs a n d o t h e r c o s t s i n accordance with the terms of the Indenture and this Agreement.

4. Project Design . Developer shall cause design services to be performed by qualified and licensed (as applicable) architects, engineers an d other professionals retained by Developer, and paid as part of the Project Costs.

Selection of Development Team for Project . Developer shall have the right in its reasonable discretion with City’s Representatives approval to select professionals as necessary or desirable for the design, permitt ing, construction, and development of the Project. Except as otherwise provided in this Agreement, all amounts paid to the entities outlined a bove and any others hereinafter engaged by Developer in connection with the performance of its duties and responsibilit ies under this Agreement shall be part of the Project Costs and Project GMP.

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Design Contracts. Developer has entered into the Architect’s Agreement with the Architect. Developer may enter into contracts with ot her design professionals such as waterproofing, Special Testing and Inspections, etc.

Assignment of Certain Agreements . Upon written notice from the Trustee to Developer of the occurrence of an Event of Default u nder the Indenture, Developer shall assign this Agreement, the Architect’s Agreemen t and the GC Contract, together with such other Construction Contracts as the Trustee may request, to Trustee for such time as the Event of Default in the sole judgment of the Trustee remains uncured.

Project GMP Breakdown. Exhibit D sets forth by line item and category all Project Costs, including the Developer Contingency, Develop er’s Fixed Fee, and Developer’s Fixed Overhead.

Drawings. Under a separate contract, Developer has caused the Architec t to prepare the Design Developmen t D o c u m e n t s , w h i c h a r e c o m p l e t e and have been approved by City. Developer sha ll cause the Architect to prepa re the Construction Drawings and Detailed Specifications for the Project, except wh ere noted (e.g., design/build and deferred approval elements) for City’s approva l. The intention of the parties is to cooperate in good faith to provide a completed de sign which meets all Requirements of Law and is consis tent with all Project Requirem ents and the building quality reflected therein. The Construction Drawings and Detai led Specifications for the Project shall include, at a minimum, all architectural services set forth under Basic Services in the Architect’s Agreement and such other architectural servi ces as may be necessary to provide Construction Documents for the Project. The Construction Drawings and Detailed Specifications will be prepared in accordance with the approved Design Development Documents.

LEED Certification. The Parties have determined not to seek a Leadership in Energy and Environmental Design (“LEED”) certification for the Project.

City’s Review. City may participate in all design meetings with Developer, Architect, and other design prof essionals as appropriate during t h e c o u r s e o f t h e development of the Construction Documents in order to facilitat e the approval of such Construction Documents in accord a n c e w i t h t h e t e r m s o f t h i s A g reement. City shall promptly review Exhibit D and all Construction Drawings and Detailed Specifications submitted in accordance with this Agreement and shall give Deve loper written notice within the time frame for such decision in accordance with the Project Schedule (or if no such time is provided in the Project Schedule then within five (5) business days following its receipt of Exhibit D and/or Construction Drawings and Detailed Specifications) of its approval or disapproval thereof, s pecifying in the case of its disapproval, each specific reason therefor. City shall h ave the right to disapprove such Construction Drawings and Detailed Specifications which (a) do not meet the Project Requirements, (b) do not comply with Requirements of Law, (c) with respect to Drawings, are not consistent developments of the previous drawings approved by City, or (d) propose chang es in work or materials that would result in a material change in appearance or diminution in quality of the Project.

The parties acknowledge that the Construction Documents are int ended to add additional

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detailing to the approved Design Development Documents, and are not intended to change the design intent. Consequently, City may object or comment on the Construction Documents only to the extent that they are inconsistent with or were not previously included in the approved Design Development Documents, or the c omments are for non- material changes (i.e., changes that do not increase Developer’ s costs or time). If City requests changes to the Construction Documents that are material changes from the Design Development Documents, City will be responsible for paying for the additional costs (design and construction) resulting therefrom and the time required for the changes will be a City-Caused Delay. If no written objections or comments are received by Developer from City within such the applicable time period, then the submittals shall be deemed approved.

City’s Representative and Tenant will have twenty (20) business d a y s t o r e v i e w a n d approve the Construction Documents. The parties acknowledge th at Developer will concurrently submit the Construction Documents for building dep artment plan check during the City’s review. City will review the Construction Doc uments revised after the first building departme nt plan check and provide written commen ts or approval to Developer within five ten (5) bus iness days of receipt from Dev eloper. If subsequent reviews are necessary, City will review resubmitted plans within five (5) business days for the second review, and five (5) business days for a third and final review. If City fails to provide written comments or approval within the above time fram es, then City will be deemed to have approved the Construction Documents.

Resubmittals. If objections or comments are submitted in writing within the time frame and in accordance with the requirements set fort h in the preceding subsection, Developer shall cause the Architect to make changes in the Construction Drawings and/or Detailed Specifi cations consistent with reasona ble objections or comments made by the City and shall resubmit the same to City i n accordance with the foregoing schedule for further review. The process of resubmittal and review shall continue until the submittals have been approved by all the parties. The final Construction Drawings and Detailed Specifications setting forth in detail the require ments for the construction of the Project which have been approved by City are called the Con struction Documents.

There shall be no material change in the Construction Documents except as set forth in Section 8 below.

Permit and Construction Documents. Developer shall cause the Architect and other design professionals to prepare Construction Documents as required for submittal of the Permits to the AHJ(s) in accordance with Section 6 hereo f, and as required for construction of the Project by the Contractors.

5. Construction Management Services . Developer shall, through its General Contractor, provide City with a ll construction administration a nd construction management services reasonably necessary or desirable to cause Substantial Completion of the Project on or before the Developer Obligation Date, all in a good and workman like manner and in substantial accordance with the Contract Documents, including, without limitation, the following:

Preconstruction Phase. The Preconstruction Phase is the time period from the execution of this Agreement until the Commencement of Const ruction. During the Preconstruction Phase, Developer will have the following duties:

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(a) Design: Developer shall review all design work done by Archite ct and other design professionals for the design and development o f the Project. Developer shall expeditiously review design documents during their development and advise City on proposed site use and improvements, selection of materials, bui lding systems and equipment and methods of Project delivery. Developer shall provide recommendations on relative feasibility of construction methods, availability of m aterials and labor, and time requirements for procurement, installation, construction and factors related to construction costs including, but not limited t o, costs of alternative desig ns or materials, budgets and possible economics.
(b) Schedule: Developer shall prepar e and periodically update the Project Schedule for City’s accep tance. Developer shall obtain the Architect’s approval for the portions of the preliminary Project Schedule r elating to the performance of their services. D eveloper shall coordinate and integrate the Architect’s services into the Project Schedule and Developer’s and City’s responsibilities with anticipated construction schedules, highl ighting critical and long lead time items.
(c) Constructability: Developer shall consult with City and Archit ect regarding the Construction Docu ments and make recommendations w henever design details adversely affect constructability, cost or schedules. (d) Temporary Facilities: Developer shall require that the General Contractor establishes the assign ment of responsibilities for t emporary Project facilities and equipment, materials and services for common use of the Contractors.

Developer shall verify that such requirements and assignment of responsibilities are included in the proposed Contract Documents.
(e) Categories of Work: Developer shall require that the General Contractor determines the divisio n of the Project into individu al contracts for various categories of work, incl uding the method to be used for selecting Trade Contractors and awarding Construction Contracts. Developer shall require that the General Contractor reviews the Construction Documents as requir ed to provide that: (1) the work of the Contractors is coordinated; (2) all r equirements for the Project have been assigned to t he appropriate Construction Cont ract; (3) the likelihood of jurisdictional disputes has been minimized; and ( 4) proper coordination has been provided for phased construction. (f) Construction Schedule: Developer shall prepare a Project Schedule providing for the components of t he work and shall consult with the General Contractor, City in connection with the preparation and updatin g of the Project Schedule, including phasing of construction, times of commencem ent and completion required of each Contractor, ordering and delivery of products requiring long lead time, and the occupanc y requirements of City. Develo per shall provide the current Project Schedule to the General Contractor for each s e t o f b i d d i n g documents. Unless a specific software application is called fo r elsewhere in the Contract Documents, Developer wi ll require General Contractor t o use Microsoft

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Project, SureTrak Project Manager, Primavera Project Planner, or other scheduling software acceptable to City to configure all versions of its co nstruction schedule.

Developer will require General Contractor to prepare the constr uction schedule using the critical path format. Schedule activities shall be o f sufficient detail to assure that adequate planning ha s been done for proper executio n of all of the construction work. Developer wi ll provide City with electronic access to pdf versions of the submittals.
(g) Weekly Meetings and Look-Ahead Charts: Developer shall chair weekly meetings with City and the construction team during which the parties shall exchange information regarding the actual progress of construct ion. City, Developer, and General Contract or shall attempt to agree upon q uantities and percentages of completion that reflect the actual progress of construction. At each meeting General Contractor shall submit 4 copies of a 2-week lo ok-ahead chart.

The 2-week look-ahead chart shall include at a minimum those ac tivities that will be started, in progress, or completed during the next 2-week period. The format of the look-ahead chart shall be s ubject to City’s approval, which w i l l n o t b e unreasonably withheld.
(h) Long Lead Time Items: Developer shall require the General Contractor to expedite and coordi nate the ordering and delivery of materials requiring long lead times.
(i) Consultants: Developer shall select and coordinate the professional services of surveyors, special consultants and testing laborato ries, deputy inspections and other, special ins pections under contract with Developer as required for the Project and included in Developer’s scope unde r the Contract Documents.

Bidding.
(a) Competitive Bidding: Developer will require its General Contractor to cause the various construction trade elements of the Project to be competitively and publicly bid in accordance with competitive bidding require ments pursuant to this Agreement under separate bid documents for each such const ruction trade or group of trades to multiple trade contractors, and in accordanc e with the optional pre-qualification procedure set forth in subsections (b) and (c ), subject to subsections (l), (m), and (n). Developer and its General Contractor will administer the public competitive bidding and, to the extent allowed by la w, negotiating procedures. Developer and its General Contractor may solicit bids for one or more portions of the Project, with a dditional bid solicitations to f ollow; provided, however, that Developer and its General Contractor will not cause the Project to be constructed through incrementally limited contracts with Trade Contractors so as to avoid the competitive bidding laws applicable to the Project , i f a n y . T r a d e Contractors will enter into written contracts with Developer or its General Contractor for such work of improvement of the Project. Develo per will ensure

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that the requirements of this Section 5.2 are incorporated into the GC Contract and make the GC Contract subject and subordinate to this Agreement. (b) Pre-Qualification: The City or City’s Representative, General Contractor, and Developer may jo intly determine to pre-qualify contractors to bid on portions of the Project. If City or City’s Representative, General Contractor, and Developer agree to pre-quali fy certain trades, then Develop er and/or General Contractor will prepare Pre-Qualification Questionnaires for Ci ty’s approval.

Subsequent to City’s approval of the Pre-Qualification Questionnaires, and within the time period allowed for in the Project Schedule, Developer or its General Contractor will publish notices soliciting Trade Contractors to pre-qualify to bid on the portions of the Project that City or City’s Representative, General Contractor, and Developer determined to pre-qualify, all in accordance with applicable Requirements of Law.
(c) Procurement Plan: Within the time period allowed for in the Project Schedule, Developer and General C o n t r a c t o r w i l l c a u s e b i d d o c u ments to be prepared for each individual construction trade element of the Project that is to be separately bid (“ Bid Documents”) pursuant to the procurement plan attached as Exhibit P, which has been approved by City, subject to subsection (m). Developer will solicit lump sum or cost plus with a guaranteed maximum pr ice bids for each individual construction trade element or package of the Project that is to be separately bid, pursuant to the approved Bid Documents, from th e contractors in that construction trade.
(d) Bid Bonds: The Bid Documents wil l include a provision requiring that a bid bond accompanying a bid must include a rider naming Developer and General Contractor as dual obligees.
(e) Bid Process: Developer, General Contractor, or the Architect w ill answer questions of bidders and g enerate addenda to the Bid Doc uments, as necessary, during the bidding pro cess for each individual const ruction trade element of the Project that is to be separately bid. Developer o r i t s G e n e r a l Contractor will open and evaluate all complete bids received. City or City’s Representative may, at its election, attend the opening of bids. (f) Analysis: Developer shall require the General Contractor to provide an analysis of the types and quantities of labor required for t he Project and shall r e v i e w w i t h t h e G e n e r a l C o n t r a c tor the availability of appropri ate categories of labor required for critical phases. Developer shall make recom mendations for actions designed to minimize adverse effects of labor shortages. (g) Bidders Interest: Developer shall require the General Contractor to develop bidders’ interest in the Project, establish bidding procedures, issue bidding documents to bidders and conduct pre-bid conferences with prosp ective bidders.

Developer shall require the General Contractor to submit the li st of prospective

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b i d d e r s f o r C i t y ’ s r e v i e w . D e v e l o p e r s h a l l a s s i s t t h e G e n e r a l Contractor with respect to questions from bidders and the issuance of addenda. (h) Receiving Bids: Developer and the General Contractor shall receive bids, prepare bid analyses, and award contracts or reject bids. Developer and its General Contractor have the right to reject all bids for a portion of the work and re- bid the work.
(i) Awarding Contracts: If one or more complete bids for the individual construction trade element of the Project is/are received from a responsive and responsible bidder, as determined jointly by Developer and its General Contractor, then General Contractor may enter into a contract with each Tra de Contractor for performance of each individual construction trade element of th e Project for the fixed-price or cost plus with a guaranteed maximum price on the bid submitted by the Trade Contractor. To the extent consistent with applicable law, Developer and its General Contractor also have the right to have responsible, responsive bidders submit a best and final offer.
(j) Rejecting Bids: To the extent consistent with applicable law, if Developer and/or its General Con tractor determine that a partic ular low bidder is non-responsive, is not responsible, or for any other reason sho uld not be awarded the Construction Contract at issue, they will promptly reject the bid and may award the contract to the next lowest responsible, responsive bidder. (k) Bidder Default: To the extent consistent with applicable law, if Developer or its General Contract or awards a Construction Contr act, but the successful bidder fails to execute the Construction Contract, then the following will apply:
(1) If Developer or its General Contractor awards the
Construction Contract to the second lowest bidder, then the amo unt of the lowest bidder’s security will be applied by Developer or General Contractor to the difference between the low bid and second lowest bid, and the surplus, if any, will be returned to the lowest bidder if cash or a check is used, or to the surety on the bidder’s bond if a bond is used.
(2) Developer or its General Contractor will be entitled to ret ain the amount of the lowest bidder’s security.
(l) Best Value: In addition to the above procedures for bidding, Trade Contractors may also be selected based on qualifications or a c ombination of qualifications and price. The selection of Trade Contractors is the responsibility of the General Contractor. City must timely advise Developer, in accordance with the Project Schedule, if there are an y Trade Contractors (including vendors or suppliers) that City specifies to be sole-sourced (including, but not limited to, BMS systems, technology infrastructure , elevators, etc.). Develope r will procure the elevators on a best value basis.

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(m) Trade Contractor Procurement P lan: Developer and its General Contractor prepared a Trade Contractor procurement plan which has been approved by City. This Trade Contractor p rocurement plan identifies tho se Trade Contractors (including vendors and suppliers) anticipated to be selected by qualifications only per subsection (n) and those Trade Contractors anticipated to be selected by qualifications and co mpetitive bid per subsection ( l). However, notwithstanding the Trade Contract or procurement plan attached as Exhibit P , Developer may elect (with City’s consent which will not be unreasonably withheld) on a trade-by-trade basis to select, or direct its General Cont ractor to select, Trade Contractor(s) on a negotiated, sole-source basis if Developer deems it is in the best interests of the Project.
(n) Negotiated Trade Contractors: Developer may select Trade Contractor(s) (including vendors or suppliers) based only on th eir qualifications when the Developer can demonstrate it is in the best interest of the Project. (1) Qualification based selecti on of a Trade Contractor should only occur during the design phase services under an approved guaranteed maximum price to achieve maximum benefit of the Trade Contracto rs’ involvement.
(2) The Developer or its General Contractor shall apply the approved Trade Contractor procure ment plan in the evaluation of the qualifications of a Trade Contractor, subject to subsection (m). (3) The General Contractor will negotiate costs for
services/supplies from each Trade Contractor selected under this method. (o) General Contractor Self-Performing: General Contractor will no t be allowed to self-perform any work, including by force account, with the exception of daily safety, clean-up, demolition, and miscellaneous carpentry work, except that General Contractor (or its affiliates) may bid on specific trad e scope(s) of work with the written consent of City provided that the following pr ocedures are implemented for any trade that General Contractor (or its affiliate) bids:
(1) Developer will advertise and pre-qualify local trade contractors for the particular trade that General Contractor is bidding. (2) Developer will manage the trade contractor bidding process per the approved procurement process ( Exhibit P). The bidding process for the particular scope will be explained in detail and will b e part of the trade RFP.
(3) General Contractor may develop a bid per the same trade bid package as all of the trade contractors. All bids for the trade work shall be sealed bids and must be delivered directly to Developer.

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(4) Developer will deliver all bids, including General
Contractor’s, to City’s Represen tative for analysis per the app roved procurement process.
(5) If General Contractor is awarded the particular trade work, General Contractor will be issued the same trade-contract agreement as all the other trade-contractors (except that change orders would be subject to Subsection (6), below).
(6) If General Contractor is awarded the trade work, there shall be no change orders for current scope of trade work. In case there is added scope, General Contractor shall follow required guidelines when submitting cost to Developer for review and shall follow the fo llowing protocol:
 Cost submitted by General Contractor
 Developer will review cost for added scope, quantities, labor, material selection and pricing.
 Developer will contact General Contractor with
questions/concerns in regards to the added cost.
 Developer will review this cost in person with General Contractor.
 Developer will send cost proposal to design team to review added scope.
 If deemed acceptable by design team, Developer will submit this cost proposal to City.
 Developer and General Contractor will meet with City and explain added scope, review qua ntities and potential Change Order details.
(p) Compliance with Requirements of Law. In accordance with its standard of care, Developer shall be aware of and adhere to and obey all Requirements of Law applicable to the bidding of the Project.

Construction Phase. The Construction Phase is the time period from the Commencement of Construction until Final Acceptance. During th e Construction Phase, Developer will have the following duties:
(a) Administer GC Contract: Devel oper shall administer the GC Contract for the Project in cooperation with the Architect. (b) Coordination: Developer shall provide administrative, management and related services to coordina te scheduled activities and res ponsibility of those under contract with Developer with each other and with those of the Developer, City and Architect to manage the Project substantially in accor dance with the Project Schedule and Contract Documents.

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(c) Project Schedule: Developer shall require the General Contractor to update the construction schedule incorporating the activities o f the Contractors on the Project, including activity s equences and duration, allocat ion of labor and materials, processing of shop dr awings, product data and sample s and delivery of products requiring long lead time and procurement. The Project Schedule shall include City’s occupancy requirement showing portions of the Pr oject having occupancy priority. Developer shall update and reissue the Proj ect Schedule as required to show current conditions. If an update indicates tha t the previously approved Project Schedule may not be met, Developer shall requi re the General Contractor to take any necessary corrective action so as to cau se the Project to be Substantially Completed on or bef ore the Developer Obligation D ate. Developer shall require the General Contractor to schedule and coordinate the sequence of construction so as to cause Subs tantial Completion of the Proje ct on or before the Developer Obligation Date.
(d) Administration of Agreements: Developer shall administer the Architect’s Agreement and Develo per shall require the General C ontractor to administer all Construction Cont racts with Trade Contractors. Developer shall notify and consult with City and City’s Representative regardin g any material breaches or defaults by any party to a Construction Contract relating to the Project. (e) Cash Flow Reports: Developer shall develop, as and when necessary, cash flow reports and forecasts for the Project (inc luding variances between actual and budgeted costs) and provide City with copies of same. (f) Inspections and Testing: In cons ultation with the Architect, Developer shall require the General Contractor to oversee the c ourse of construction and Developer will e ngage third part ies to conduct such inspections and testing of materials to ensure that the work is being perfo rmed in substantial accordance with the requirements of the Contract Documents in a good and workmanlike manner, free of defec ts and deficiencies in work. Developer shall reject Defective Work (as defined in Section 7.9) of which Deve loper has actual knowledge of the deficiency and cause corrective action to be taken. (g) RFIs: Developer shall transmit to Architect requests for information regarding the meaning and intent of Construction Drawings and D etailed Specifications and assist in the resolution of questions that arise. (h) Submittals: Developer shall ex pedite the processing and approv al of shop drawings, product data samples and other submittals. (i) Changes: Section 8 of this Agreement shall control with regard to changes in the work.
(j) Progress Reports: Developer sha ll record the progress of the Project. Developer shall require the General Contractor to submit written monthly progress reports to City, showi ng percentages of completion. D eveloper shall

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require the General Contractor to maintain a daily log, contain ing a record of weather, each Trade Contractor’s work on the site, number of wo rkers, identification of equipment, work accomplished, problems encoun tered progress photos, and such other information as City may require. (k) Record Drawings: Developer shall require the General Contracto r to maintain at the Project site or at Developer’s offices in Ir vine, California or at General Contractor’s offices in Irvine, California, for City on e record copy of all Construction Documents, addenda, change orders and other modifications, in good order and marked currently to re cord changes and selections mad e during construction together with appr oved shop drawings, product data samples and similar required submittals. Developer shall maintain records, in duplicate, of principal building layout lines, elevations of the bottom of the footings, floor levels and key site elevations certified by a qualified surveyor or pr ofessional engineer.

All such records shall be made available to Architect and City upon request and, upon completion of the Project, duplicate originals shall be delivered to City. (l) Contractor Pay Apps: Developer shall develop and implement procedures for the review and pr ocessing of applications by Con tractors for progress and final payments.
(m) Project Pay Apps: Based on th e Developer’s observations and evaluations of each Contractor’s Application for Payment, the D eveloper, Architect, or General Contractor s h a l l r e v i e w a n d c e r t i f y t h e amounts due the respective Contractors. The Dev eloper shall prepare Project App lications for Payment based, in part, on the Contractors’ Applications for Payment. (n) Certifications: Each Project Application for Payment and certification of the Contractor(s )’ certificates for payment sh all constitute a representation to City that, to the best of Developer’s knowledge, information and belief (which may be based on s imilar representations from the Architect and General Contractor), the work has progressed to the point indicated and the quality of the work is in substantial accordance with the Contract Docu ments (subject to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expres sed by Developer in Developer’ s Project Application for Payment).
(o) Final Testing and Start-Up: Dev eloper shall supervise the fina l testing and start-up of utilities, operational systems and equipment, in the presence of City’s maintenance personnel if so requested by City. (p) Punch List: When Developer considers each Contractor’s work or a designated portion thereof Subs tantially Complete, the Develo per shall, jointly with the Architect, prepare for the Contractor a list of incomplete or unsatisfactory items (“Punch List”) and a schedule for their completion. Developer shall assist Architect in conducting inspections to determine whether the wo rk or designated portion thereof is Substantially Complete.

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(q) Final Completion: Developer shall require the General Contract or to coordinate the correction and completion of the work, includ ing all Punch List items, and shall evaluate the com pletion of the work of the Con tractors and make final recommendations to the Architect when the Project or any designated portion thereof has achieved Final Comp letion. Developer shall require the General Contractor to maintain a databas e of all Punch List items or ot herwise unsatisfactory items observed and record the resolution of thes e items. Developer shall assist Architect in conducting final observations of the work. (r) Timely Completion: Developer sh all take such other and further action as may be necessary or desirable to cause the Project to be Substantially Completed on or before the Developer Obligation Date.

Costs. Developer shall require the General Contractor to include in all Construction Contracts that all Trade Contractors shall comply with all applicable requirements of the Labor Code throughout the performance of this Agreement, including but not limited to the following:
(a) Wage Rates: Notice is hereby gi ven that pursuant to Labor Code 1771, prevailing wages are required to be paid for any work that is a “public work” as defined in Labor Code Section 1720(a). Developer acknowledges that the Work of this Agreement is a public work. General Contractor and all Trade Contractors, as the case may be, shall comply with the provisions of Califor nia Labor Code Sections 1771 et seq., and shall pay workers employed for const ruction of the Project on this Agreement an amount equal to or more than the g eneral prevailing rate of per diem wages for (1) work of a similar character in t he locality in which Project work is performed and (2) legal holiday and overtime work in said locality.

The per diem wages shall be an amount equal to or more than the stipulated rates contained in a schedule that has been ascertained and determine d by the Director of the State Department of Industrial Relations to be the gener al prevailing rate of per diem wages for each craft or type of workman or mechanic ne eded to perform the work of the Project. Developer shall require General Contractor to post all job site notices as required by Labor Code Section 1771.4(a), including a copy of these wage rates for each craft, classification, or type of worker ne eded in the performance of this Agreement. Copies of these rates are on fi le at the principal office of City’s Representative, or may be obtained from the St ate Office, Department of Industrial Relations (“ DIR”) or from the DIR’s website at www.dir.ca.gov. If this Agreement is federally funded, General Contractor and any Trade Contractors shall not pay less than the higher of these r ates or the rates determined by the United States Department of Labor. For any c ontract that exceeds $2000 and is funded with federal funds, Developer will require General Contractor pay federal Davis Bacon wages and comply with applic able federal requirements. Developer shall require that its General Contrac tor insert in every subcontract or other arrangement which General Contractor may m ake for performance of Work or labor on Work provided for in this Agree ment, provision that Trade Contractors shall pay persons performing labor or re ndering service under subcontract or other arrangement not less than the genera l prevailing rate of

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per diem wages for work of a similar character in the locality in which the Work is performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed in the California Labor Code. (b) Wage Rate Penalty: General Contractor and all Trade Contractors, as the case may be, shall comply with the provisions of Labor C ode Section 1775.

Developer, General Contractor and all Trade Contractors shall b e subject to a penalty in an amount up to $200, or a higher amount as provided by Section 1775, for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rates for any construction work done by the General Contractor or Trade Contractors under this Agreement. The sums and amounts w hich shall be forfeited pursuant to this Paragraph and the terms of the Calif ornia Labor Code shall be withheld and retained from payments due to Developer’s General Contractor under the Contract Doc uments, pursuant to this Secti on and the California Labor Code, but no sum shall be so withheld, retained or forfeited except from the final payment without a full investigation by either the State Department of Industrial Relations or by Own er. The Labor Commissioner pu rsuant to California Labor Code §1775 shall determine the final amount of forfeiture. (c) Work Hour Penalty: As provided by Labor Code Section 1810, eight (8) hours of labor shall constitute a legal day's work, a nd 40 hours shall constitute a legal week's work. The time of service of any work er employed for construction work pursuant to this Agreement shall be restricted to eight (8) hours during any one calendar day, and 40 hours during any one calend ar week, except as provided herein. Developer shall forfeit to City $25, or a h igher amount as provided by Labor Code Section 1813, for each worker employed i n the performance of construction of the Project under this Agreement by Developer or General Contractor or by any Trade Contractors for each calendar day during which such construction worker is required or permitted to work more than the legal day's or week's work, except as provided by Labor Code Section 1815. Developer shall obtain from its General Contractor a stipulation that it shall comply with all applicable wage and hour laws, including without limitation, California Labor Code §§ 1776 and 1810-1815 and that failure to so comply shall constitute a default under Developer’s contract with Genera l Contractor. Developer shall require that its General Contractor and its Trade Contractors be responsible for compliance with Labor Code §§ 1810-1815. Developer shall require that work per formed on the Project by employees of Develope r’s General Contractor or its T rade Contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1 1/2 times the basic rate of pay.
(d) Registration of Contractors: Gen eral Contractor and all Trade Contractors, as the case may be, must comply with the requirements of Labor Code Section 1771.1(a), pertaining to r egistration of contractors pu rsuant to Section 1725.5. Registration and all related requirements of those sec tions must be maintained throughout the performance of this Agreement. Developer shall require that any bids submitted without proof that General Contractor and any listed Trade

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Contractor(s) are currently registered and qualified to perform public work, pursuant to Labor Code Section 1725.5, not be accepted. (e) Payroll Records: General Contr actor and all Trade Contractors, as the case may be, shall comply with the requirements of Labor Co de Section 1776.

Such compliance includes the obligation to furnish the records specified in Section 1776 directly to the Labor Commiss ioner in an electronic format , or other format as specified by the Commissioner, in the manner provided by Lab or Code Section 1771.4. The requirements of Labor Code Section 1776 provide in part:
(1) General Contractor and all Trade Contractors performing any portion of the construction wo rk under this Agreement shall keep an accurate record, showing the name , address, social security num ber, work classification, 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 General Contractor or any Trade Contractors in connection with the work.
(2) Each payroll record shall contain or be verified by a writt en declaration that it is made under penalty of perjury, stating b oth of the following:
(A) The information contained in the payroll record is
true and correct.
(B) The employer has complie d with the requirements of Labor Code Sections 1771, 1811, and 1815 for any work performed by his or her employees in connection with this Agreement. (3) The payroll records shall be certified and shall be availab le for inspection at the principal office of General Contractor on the basis set forth in Labor Code Section 1776.
(4) Developer shall inform City of the location of the payroll records, including the street address, city and county, and shall, within five working days, provide a notice of any change of location and address of the records.
(5) Pursuant to Labor Code Section 1776, Developer, General Contractor and all Trade Contractors, as the case may be, shall have 10 days in which to provide a certified copy of the payro ll records sub sequent to receipt of a written notice reque sting the records described he rein. In the event that Developer, General Contractor or any Trade Contracto r fails to comply within the 10-day period, he or she shall, as a penalty to City, forfeit $100, or a higher amount as provided by Section 1776, for each calendar day, or portion thereof, for each construction worker to whom t he noncompliance pertains, until str ict compliance is effectuated. Developer acknowledges that, without limitation as to other remedies of e nforcement

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available to City, upon the request of the Division of Apprenti ceship Standards or the Division of Labor Standards Enforcement of the California Department of Industrial Relations, such penalties shall be wit hheld from progress payments then due Devel oper. Developer’s General Cont ractor shall not be subject to a penalty assessment pursuant to this P aragraph due to the failure of a Trade Contractor to comply with this Paragraph. (f) Apprentices: Unless this Agreem ent involves a dollar amount le ss than that specified in Labor Code Section 1777.5, this Agreemen t is governed by the provisions of Section 1777.5. Developer shall require Gene ral Contractor to comply with Labor Code Section 1777.5 for all apprenticeable oc cupations.

General Contractor and all Trade Contractor(s), as the case may be, shall comply with Labor Code Section 1777.6, whi ch forbids discriminatory pr actices in the employment of apprentices on any basis listed in Government Code Section 12940, except as provided in Labor Code Section 3077.
(g) Discrimination: In the performance of this Agreement, Develope r agrees that it will comply with t he requirements of the California Labor Code and not engage nor permit any subcont ractors to engage in discrimin ation in employment of persons because of the race, religious creed, col or, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Developer acknowledges that a violation o f this provision shall subject Developer to all the penalties imposed for a violation of the California Labor Code.
(h) Project Labor Agreement: In order to avoid any delay to the Project because of strikes, sympathy strikes, work stoppages, picketing , lockout, slowdowns, or other labor interferences that could disrupt and hinder the completion of the Project, the Developer shall cause its General Contractor to enter into a Project Labor Agreement (in form of Exhibit B) with the applicable trades union for any and all covered wo rk for the Proje ct. In addition, the Project Labor Agreement will create more local job opportunities for the Owner’s residents.

6. Permits.

Permits. Developer shall obtain all Permits necessary to construct th e Project pursuant to any and all Requirements of Law. For those Permits yet to be acquired as of the date of the execution of this Agreement, City shall have five (5) business days to review any Permit application Developer intends to submit. City’s failure to object to terms or conditions of a Permit applicat ion, after being timely provi ded by Developer, shall constitute City’s approval of the same and City’s authorization for Developer to submit the Permit application. For those Permit applications already submitted by Developer prior to the execution of this Agreement, City shall receive a copy upon request. City shall join in any application for Permits as required, at the expense of Developer (but subject to Section

8.18 and if there are any additional fees required by an AHJ or any fees imposed by an AHJ exceeds the amount set forth in Exhibit D then the additional or excess fee will be an

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Other City Cost). Developer shall pursue issuance of such Perm its with reasonable diligence to meet the Project Schedule.

Costs. All costs associated with issuance of the Permits, including the cost of any required off-site improvements, shall be Allowances unle ss otherwise indicated in Exhibit D or Exhibit I.

Schedule and Delays . City and Developer anticipate issuance of Permits by all AHJ and Commencement of Construction within the time allowance set forth in the Project Schedule set forth as Exhibit F hereto, and any delay in issuing the required permits by AHJ will be an Unavoidable Delay except to the extent that t he delay is caused by the fault or neglect of Developer. The Project Schedule shall be updated by mutual agreement of Developer and City from time to time as reasonably required to reflect the status of the Project. Except as otherwise provided in this Agreement, there shall be no increase in the Project GMP as a result of any delay in issuance of the Permits or commencement or completion of construction of the Project unless due to Costs Resulting from City-Caused Delay, but the delay in issuing Permits by the AHJ at no fault of the Developer will be an Unavoidable Delay as set forth above.

7. Construction.

Commencement of Construction . As soon as reasonably practical following Bond Closing and issuance of Permits by all AHJ, City will issue to Developer a written Notice to Proceed (Construction). Within five (5) bu siness days of City’s issuance of the Notice to Proceed (Construction) (which date wi ll be the commencement date for construction in the Project Schedule), Developer shall require Commencement of Construction to occur and such work is diligently and continuou sly prosecuted to Final Completion. Developer shall coordinate the sequencing of all construction and shall require all other Contractors to commence construction of that portion of the work covered under their respective Construction Contracts and diligently and cont inuously prosecute such work to Final Completion. Developer warrants to the City that materials and equipment incorporated into the Project shall be new unless otherwise specified.

Delays.
(a) Time Extensions. The Developer Obligation Date shall be extended to the extent of (1) Unavoidable Delays; and (2) City-Caused De lays. Extensions of time due to weather or force majeure, when granted, will be on a 1 to 1 day basis of calendar days credit for every Critical Path calendar day lost, with the credit for each separate extension rounded off to the nearest whole calendar day. (b) Liquidated Damages. The parties hereto agree that in the event that the Project is delayed that City’s actual damages are difficult to estimate. As such, and as City’s sole remedy for delay, Developer agrees to forfeit and pay to City the sum of $12,000.00 per day as liquidated damages, and not as a penalty (“Liquidated Damages”) for each calendar day that Substantial Completion of the Pro ject is delayed beyond the Developer Obligation Date, as that may be ad justed pursuant

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to the terms of this Agreement. City may deduct such sum from any payments due to or to become due to Developer. City shall pay over to Trust ee any amount of Liquidated Damages as the Trustee specifies in writing is necessary for timely and full payment of City obligations under the Lease Agreement.

Guaranteed Maximum Construction Price Contract . A s p a r t o f t h e Project GMP, the Project shall be constructed pursuant to one G C Contract for the entire Project which shall contain the Guaranteed Maximum Construction Price. Within ten (10) days after award of the GC Contract, Developer shall require General Contractor to furnish a payment bond for 100% of the a mount of the construction porti on of the Guaranteed Maximum Construction Price, in accordance with Civil Code Secti on 9554, and a performance bond for 100% of the amount of the construction por tion of the Guaranteed Maximum Construction Price, guara nteeing the faithful performance of the GC Contract.

Developer shall require General Contractor to take steps to assure that the penal sum of the bonds shall be increased by the amount of any additive adjustme nts to the Guaranteed Maximum Construction Price as a result of City Contingency use, if necessary. Developer shall require General Contractor to have the payment and perfor mance bonds each be issued by a surety that: (a) is authorized by the California In surance Commissioner to transact surety insurance in the State of California; (b) has a ssets exceeding its liabilities in an amount equal to or in exc ess of the amount of the bonds; and (c) acts in compliance with Insurance Code Section 12090. The payment and performance bonds shall be in the form attached hereto as Exhibit M. Developer shall require General Contractor to have the Developer, City and Trustee be named as obligees under each p a y m e n t a n d performance bond pursuant to a rider or riders as set forth in Exhibit M. If any surety upon any bond furnished in connection with this Agreement becomes objectionable to City and fails to submit to City the documents described in California Code of Civil Procedure Sections 995.660(a)(1) through (a)(4) within the time specified in those Sections, then Developer shall require General Contractor to promptly furnish such additional security as may be reasonably required by City to protect the interests of City and of persons entitled to make a claim against the payment bond as of that time. Failure to furnish such additional security shall constitute a material breach of the agreement. General Contractor may elect to deliver to City, in the amount of 10% of the construction costs for the Project, concurrent with the release of the Performance Bond, a warranty bond conditioned upon Developer or General Contractor correcting an y defective work of improvement o r m a t e r i a l s incorporated into the Project that is discovered within the War ranty Period. In lieu of a warranty bond, General Contractor, at its election, may extend the Performance Bond for one year following Substantial Completion of the Project to cov er defective materials and workmanship.

Construction Contracts. Developer shall require General Contractor to include in all Construction Contracts recitations or provisions requiring the following:
(a) Labor Code §1700: Provisions requi ring all Contractors employed on the Project to be responsible to pay the prevailing rate of wages as defined in California Labor Code Sections 1700 et seq. and available on th e Department of Industrial Relations websites (but expressly excluding the Davi s-Bacon Act and

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any rules and regulations promulgated thereunder), and to indemnify City, Tenant, Developer and Trustee for claims arising out of failure to pay proper wages; (b) S a f e t y : P r o v i s i o n s f o r i n i t i a ting, maintaining and providing supervision of safety precautions and programs in connection with the construction of the Project; and
(c) Indemnity: Provisions for indemnifying City, Tenant, Developer and Trustee for claims arising out of the negligence or willful misconduct of such Contractor and its employees and agents.
(d) Assignment: Provisions for assignment to the Trustee upon an Event of Default under the Indenture for which Developer has received written notice from the Trustee.

Protection of Persons and Property.
(a) Safety: Developer shall require the General Contractor to be responsible for initiating, mai ntaining and providing supervisi on of safety precautions and programs in connection with the construction of the Project. (b) Damage: Developer shall require the General Contractor to take reasonable precautions for safety of, and shall provide reasona ble protection to prevent damage, injury or loss to: (1) all persons working on t he Project construction site and all other persons who may be affected thereby; (2) the Project and materials and equipment to be incorporated therein; and (3) other property at or adjacent to the site.
(c) Notices: Developer shall require the General Contractor and al l other Contractors to give notices and comply with all applicabl e Requirements of Law bearing on the safety of persons and property and their pro tection from damage, injury or loss.

Insurance During Construction . Insurance shall be provided by Developer, City, Architect and Contractors in accordance with t he provisions of Section 16 of this Agreement.

Use of Developer Contingency. The amounts set forth in the various line items of Exhibit D are estimates only of Project Costs to be incurred. To the ex tent the actual Project Costs in any line item of Exhibit D exceed the amount shown for such line item, Developer shall first allocate amounts in other line items, in which the actual known Project Costs shall have been less than the amount in Exhibit D to the line item in which the excess Project Cost(s) has occurred. Following the allocation by Developer as set forth in the preceding sent ence with respect to all line items, excep t Developer Contingency, Developer shall be fully entitled to draw upon the Developer Co ntingency line item of Exhibit D and use the Developer Contingency in its entirety, if necessar y, to pay the Project Costs that fall within t he categories of the Pre-Approv ed Developer Contingency Uses or, after obtaining consent of the City, which consent wil l not be unreasonably

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withheld, for Project Costs that do not fall within the categor ies of the Pre-Approved Developer Contingency Uses. The allocation of the Developer Co ntingency for costs within the categories of the Pre-Approved Developer Contingency Uses is at the reasonable discretion of Developer. For Project Costs that do not fall within the categories of the Pre- Approved Developer Contingency Us es, Developer may use the Deve loper Contingency for Project Costs as Developer reasonably deems necessary. After buy-out re-allocations, any net remaining money from line items will be moved to the De veloper Contingency.

The Developer Contingency is also subject to the provisions of Section 12.7 if there is any unused Developer Contingency following Final Acceptance.

Completion of Construction . Developer shall achieve Substantial Completion of the Project on or before the Developer Obligation Date, provided the Project Costs, as and when due, and any other City costs are timely pai d by City in accordance with Section 9 hereof. Following Substantial Completion, Devel oper shall require the General Contractor to diligently achieve Final Completion of th e Project. Developer, Architect, and City will complete and execute the Final Complet ion form ( Exhibit J ) promptly upon Final Completion. City must provide written noti ce to Developer within ten (10) business days of receipt of the Final Completion form signed by Developer and Architect of all objections that City has to executing the Fina l Completion form. City’s failure to timely provi de written objections will be deemed to b e C i t y ’ s w a i v e r o f a n y objections.

Warranties. Developer shall require the General Contractor to secure, for the benefit of City, all warranties and guarantees of the work by Contractors, suppliers and manufacturers of components of the Project. Upon Final Accepta nce, Developer shall require the General Contractor to assign such warranties to Cit y (provided that such warranties shall also be for the benefit of Developer). After Final Acceptance of the Project (including Developer’s obligation under Section 14.3 to provide the written warranties to City) and during the Warranty Period, Developer shall assist City to enforce any warranties or guarantees with respect to the Project upon request. The GC Contract shall provide a minimum of a one (1) year warranty for workmanship with respect to the Building.

Without increasing the Project GMP, Developer and City have agreed that Developer shall require the General Contractor to obtain warranties of equal or longer periods from Trade Contractors and material suppliers for the fixtures, services, or subcontracts only as set forth in the Detailed Specifications that will be included in the Architect’s Project Manual; provided, however, that the Developer shall not be required to assist City to enforce any warranties or guarantees that extend beyond the Warranty Period. Developer warrants that materials and equipment furnishe d under the Contract Documents will be new, of good quality, and carrying all available manufacturers’ and installe rs’ warranties; that construction will be of good and workmanlike quality; and that all of the work shall be performed in substantial conforma nce with the requirements of t he Contract Documents, industry standards, and manufacturers’ recommendations. Work no t conforming to these requirements shall be considered defective (“ Defective Work”). Defective Work does not include damage caused by modifications not executed by General Contractor or a Contractor, improper operation or maintenance, abuse, or normal wear and tear under normal usage. Unless otherwise provided in the Contract Docume nts, City’s acceptance of Developer’s work shall be acc omplished by City recording a N otice of Completion as

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promptly as practicable after com pletion, inspection, and testi ng of all work required by the Contract Documents. The start date of Developer’s warranty obligations, and of the manufacturers’ and installers’ warranties required by the Contract Documents, will be the issuance of the Certificate of Substantial Completion by the Ar chitect. City’s acceptance of the work shall not be constr ued to limit City’s rights under the Contract Documents or release Developer from any responsibility for latent defects, for correcting Defective Work, or for honoring any warranty obligations of the Contract Documents.

Correction of Work. During the Warranty Period, Developer (or General Contractor or the applicable Trade Contractor, on behalf of Developer) shall take action to correct any Defective Work reported by City in writing. Developer shall initiate corrective action on Defective Work affecting use of a facility, safety, o r preservation of property within forty-eight (48) hours after notification. Developer sh all initiate corrective action on other Defective Work within ten (10) calendar days after notification. If Developer fails to initiate corrective action within the specified times or fai ls to complete the corrective w o r k w i t h i n a r e a s o n a b l e t i m e , City may take whatever correctiv e action it deems reasonably necessary after giving written notice to Developer of the default. All reasonable costs incurred by City because of Developer’s failure to correct Defective Work during the Warranty Period shall be due and payable immediately by Develop e r . T h e W a r r a n t y Period relates only to the specific obligation of Developer to return to the Project site and correct Defective Work. The War ranty Period does not establish a period of limitations with respect to any of Develope r’s other obligations under the Contract Documents, including but not limited to De veloper’s warranty, and it has n o relationship to the time within which City may seek to enforce the Developer’s obligatio n to comply with the Contract Documents or to the time within which proceedings may be commenced to establish the Developer’s liability with respect to any of the Developer’s obligations.

Warranty costs (to the extent not borne by insurance) shall be Project Costs. At Final Acceptance, there shall remain $50,000 in the Project Costs Acc ount in the Project Fund to cover these items during the Warranty Period; said $50,000 shall be held by Trustee in trust upon Final Acceptance to be applied toward warranty work (including Developer’s administration costs for the warranty work) in accordance with the GC Contract, with any amounts not so expended to be treated as Savings in accordance with, and subject to the limitations in, Section 12.7 below; however if there are no fun ds left in the Project Costs Account in the Project Fund (including the Developer Contingenc y) to pay for the corrective action, such costs sh all be paid by Developer from i ts own funds.

Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Sections 7.8, 7.9 and 13), the warranties to be pro vided or obtained by Developer or Contractors shall not include and shall not be app licable with respect to any of the Financed FF&E except for those items that are expressly set forth in the Detailed Specifications. All manufacturers’ and installers’ warranties received by Developer or its General Contractor shall be assignable to City, and upon abando nment, termination, or completion of this Agreement sh all be deemed, and hereby are, a ssigned to City.

Developer shall take actions within its direct control necessar y to preserve the full scope of all manufacturers’ and installers’ warranties for the benefi t of City and shall take no action that would impair City’s rights under any such warranties. Before City’s acceptance of the work, Developer shall deliver to City manufacturers’ and installers’ warranties, guarantees, instruction sheets, and parts lists, which are furn ished with certain articles of

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materials incorporated in the work. Neither Final Payment nor any other provision in the Contract Documents shall constitute City’s acceptance of work n o t p e r f o r m e d i n accordance with the Contract Documents nor relieve Developer of liability with respect to its warranty obligations or for Defective Work.

Stop Work by City . If Developer fails to correct Defective Work as required, or persistently fails to carry out work in accordance with the Construction Documents, then City, by written order, may order Developer and its General Contractor to stop the work, or any portion thereof, until the cause for such order has been eliminated.

Developer Default. If Developer defaults or neglects to carry out the work in accordance with the Contract D ocuments and fails within ten (10) calendar days after receipt of written notice from City to commence and continue correction of such default or neglect with diligence and promptness, then City may, without prejudice to other remedies City may have, act to correct such deficiencies. In such case an appropriate change order shall be issued deducting from the Project GMP the costs of cor recting such deficiencies.

If the payments then or thereafter due Developer are not sufficient to cover the amount of the deduction, Developer shall pay the difference to City. Suc h action by City shall be without prejudice to any other rights or remedies to which City may be entitled under this Agreement or applicable law.

Work by Separate Contractors. If requested by City, Developer shall, as part of the Work, provide for the coordination of the Work to be performed by City’s own forces or Separate Contractors, if any, with the Work to be per formed by Developer.

Developer shall use reasonable efforts to cooperate with City and all Separate Contractors, and City shall use reasonable efforts to cooperate with Developer, General Contractor, and Contractors. In order to cause the Work and any work to be per formed by Separate Contractors to be completed in an expeditious manner, Developer agrees that it will use reasonable efforts in order to ensure that City’s own forces or Separate Contractors have a reasonable opportunity to complete their work as and when requi red. Developer has no responsibility to supervise or otherwise manage the work of City’s own forces or Separate Contractors or to ensure its p roper execution. City shall caus e its own forces and each of its Separate Contractors, if any, to maintain commercial general liability insurance (naming Developer and General Contractor as additional insureds) in amounts reasonably approved by Developer and workmen’s compen sation insurance in not less t han the minimum required statutory amount, and providing for a waiver of subrog ation. Additionally, the City’s own forces and Separate Contractors must comply with Developer’s schedule, safety procedures, site rules, and other reasonable rules and regulations. If the Developer claims that delay or additional cost is involved because of such actio n by the City or its Separate Contractors, the Developer shall make such Claim as provided in Section 8. The Developer shall afford the City and Separate Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of the ir activities. The Developer shall reimburse the City for costs the City incurs th at are payable to a Separate Contractor because of the Developer or the General Contractor’s delays, improperly timed activities or defective construction that impact Separate Contr actors. The City shall be responsible to Developer for co sts (as an Other City Cost) and delays (as a City-Caused

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Delay) that Developer or Contractors incur because of delays, improperly timed activities, damage to the work or defective construction by City’s own forces or Separate Contractors.

Compliance with Requirements of Law. In accordance with its standard of care, Developer shall be aware of and adhere to and obey all Requirements of Law applicable to the construction of the Project.

8. Changes to the Work.

No Changes Without City Approval . Following approval of the Construction Documents by City t here shall be no changes in the work except in accordance with this Section 8.

Developer Approved Changes in the Work . It is anticipated that there will be field orders and change orders which shall result in mi nor changes or field adjustments to the scope of work. Developer shall use its reasonable efforts to apprise City of proposed changes in the work and its recommendations regardi ng them prior to any action being taken. It is anticipated that it may not always b e possible to receive City’s prior approval to these changes in a timely manner. Therefore, minor non-substantial field orders and change orders may be approved by the Developer, without prior City approval (but with notice to the City’s R epresentative), but only if the changes authorized by these field orders and change orders shall not have the effect of ext ending the Developer Obligation Date or materially altering the work or increasing any Project Cost. As soon as practical, but no later than with the next Project Application for Payment, Developer shall provide City with all field orders and/or change orders approve d by Developer. For the purposes of this Section an alteration shall be deemed to be “m aterial” if it would reduce the intended quality of the Project, result in an increase of C ity’s operational costs over time, result in a substitution of any of the systems in the Project (including but not limited to HVAC, plumbing, electrical, el evators, roofing, fire and lif e safely, security systems, and infrastructure components) o r increasing any Project Cost. In the case of either a material alteration or a change that would result in failure to Substantially Complete the Project by the Developer Obligati on Date, prior written approva l by the City’s Representative of the proposed change must be received.

Change in the Work Initiated by City. If City desires to initiate a change by using City Contingency, then City shall issue a written requ est (“Change Request”) which shall set forth in reasonable detail the nature of the ch ange and the type of quote requested (lump sum or time-and-materials with a not-to-exceed amount) and whether such change involves additions, deletions, or other revisions to the Contract Documents. Within seven (7) calendar days of receiv ing City's Change Request (or such longer time if approved by City because the scope of the requested change reasonably requires more time to analyze the cost and time impacts, such approval not to be u nreasonably withheld), Developer shall present to City a detailed proposal for change in Project GMP and/or a change in the Developer Obligati on Date, if any. If such chang e causes an increase or decrease in Developer’s cost or the time required for performance of the work, an equitable adjustment shall be made and the Project GMP and/or Developer Obligation Date modified in writing accordingly by a writing signed by City and Develope r. City may initiate a

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change only if the costs thereof are available in the City Cont ingency or if the parties identify and agree on a source of funds to pay for the change p rior to execution of the change.

Claims by Developer. If Developer believes that it has a claim for a change in Project GMP or Developer Obligation Date, then Developer sha ll submit, within 14 business days of the event giving rise to the proposed change, a written request (“Request for Change”) to City to issue a Change Order. Timely written notice to C ity (including meetings where City or City’s Rep resentative is present) is ess ential to City’s identification, prioritization, and response to claimed changes , including any claimed delays. Developer’s Request for Change shall include a description of the proposed change in the Contract Documents, the event or circumstance giving rise to the need for the change, and any proposed change in the Project GMP and/or Developer Obligation Date associated with the Request for Change, to the extent known at the time. If the Request for Change includes a proposal to extend the Developer Obligation Date, th en Developer shall (to the extent known), provide to City a description of: (a) the cause(s) for the proposed extension o f t i m e ; ( b ) t h e d a t e s ( o r a n t i c i p a t e d d a t e s ) o f p e r f o r m a n c e o f the changed work; (c) activities on the Project Schedule affected by the change, any new activities created by the change, and their relationship wi th existing activities; (d) th e anticipated extent of any claimed increase to the Developer Obligation Date; and (e) reco mmended action to avoid or minimize the increase. If Developer fails to take reasonabl e steps to mitigate a claim, then the claim will be limited or denied to the extent that such reasonable mitigation efforts would have limited or avoided the claim. If City agrees that a ch an g e in th e C o n trac t Documents is appropriate, then City may use the same options de scribed in the “Lump Sum Change Orders” and “Time-and-Materials Change Orders” Secti o n s b e l o w i n response to Developer’s Request for Change, to be paid for out of City Contingency funds.

In the event of a claim or litig ation arising from any disagree ment involving Developer’s Request for Change, Developer’s compensation (if any) shall be limited to an amount calculated in accordance with the “Time-and-Materials Change Or ders” Section below. If City does not agree that a change in the Contract Documents is appropriate, City will direct Developer how to proceed by unilateral change order as discussed below.

Lump Sum Change Orders . For a lump sum change, Developer’s proposal shall be itemized and supported with sufficient substantiating data (including but not limited to detailed Trade C ontractor estimates, supplier quote sheets, prices, invoices, and rate sheets) to permit evaluation with respect to the following costs:
(a) Labor (showing hourly rate multiplied by estimated hours); (b) Payroll taxes on labor;
(c) Materials, supplies, and equipment (include unit costs and estimated quantities);
(d) Machinery and equipment rent al (include rental rates and estimated durations);

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(e) Sales, use, or similar taxes related to the work;
(f) Other Items: City may authorize other items that may be req uired for the changed work. Such items include labor, services, material, and equipment that are different in their nature from those required for the work and that are of a type not ordinarily available from Developer or any of its Contractors; (g) Reasonable overhead and profit associated with the change, calculated as follows:
(1) For changed work performed by General Contractor’s own forces: 15% on the direct mater ial and labor components for Ge neral Contractor, plus General Contra ctor’s markup per contract on th e total change order work, plus Developer’s markup of 6% for overhead and profit on the foregoing; and/or
(2) For changed work performed by Trade Contractors: 15% for Trade Contractors, plus General Contractor’s markup per contrac t on the Trade Contractors’ change order, plus Developer’s markup of 6% for overhead and profit on the foregoing; and
(3) For changed work performed by Consultants: 15% for Consultants, plus Developer’s markup of 6% for overhead and profit on the foregoing.
(h) Premiums for all bonds and in surance (bond to be billed at actual cost, insurance to be billed at the agreed Reimbursable Expense s insurance rate, and Developer shall provide documentation demonstrating it will actually incur an increase in bond costs directly attributable to the change).

City may reject Developer’s lum p sum proposal, may negotiate wi th Developer a revision of the requested change and associated lump sum propos al, or may approve the Developer’s lump sum proposal and incorporate it into a Change Order.

Time and Materials Change Orders . For a time-and-materials change, City shall determine (if City and Developer cannot agree, in wh ich case the City’s determination is a Unilateral Change Order) the adjustment to the Project GMP on the basis of actual costs as follows:
(a) Cost of materials and supplies (show actual unit cost multi plied by actual quantity). The cost of materials shall be at invoice pr ice, plus freight and delivery.
(b) Tool and equipment rental. Regardless of ownership, the eq uipment rental rates shall be based upon the edition of equipment renta l rates published by the Caltrans Division of Construction, or locally available rat e or other reference acceptable to City current as of the date the changed work is performed. The rental rates paid shall include the cost of fuel, oil lubrication, sup plies, small tools,

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necessary attachments, repairs and maintenance of any kind, depreciation, storage, insurance, and all incidents. Necessary loading and transporta tion costs for equipment used on the changed work shall be included. If equip ment is used intermittently and, when not in use, could be returned to its r ental source at less expense to City than holding it at the work site, it shall be r eturned, unless Developer elects to keep it at the work site at no additional e xpense to City (i.e., City still responsible for cost that Developer would have incur red by returning the equipment and then bringing it back to the site). All equipment shall be acceptable to City, in good working condition, and suitable for the purpos e for which it is to be used. Manufacturers' ratings and approved modifications sha ll be used to classify equipment and it shall be powered by a unit of at least the minimum rating recommended by the manufacturer. The reported rental time for equipment already at the work site shall be the dur ation of its use on the change d work, commencing at the time it is first put into actual operation on the change d work, plus the time required to move it from its previous site and back or to a clo ser site. Developer shall submit invoices for tool and equipment rental costs. (c) Cost of labor (show actual total hourly rate multiplied by actual hours spent on changed work). The costs of labor shall not exce ed the wages prevailing for each craft or type of workers performing the cha nged work at the time the changed work is done. The costs of labor shall includ e the actual basic hourly rate, plus employer's actual regular payments for health and welfare, pension, vacation or holiday, training, and other direct costs resulting from federal, State or local laws, as well as assessments or benefits required by lawful collective bargaining agreements and shall be supported by payroll records. The costs of labor shall not include any amount for bonuses or extraordinary vacat ion or holidays.

The use of a labor classification that would increase the changed work cost will not be permitted unless Developer es tablishes the necessity for suc h additional costs.

Labor costs for equipment operators and helpers shall be reported only when such costs are not included in the i nvoice for equipment rental. Th e labor cost for foremen shall be proportional to all of their assigned work and only that applicable to changed work shall be paid. Non-direct labor costs includin g superintendence shall be considered part of the markup for overhead and profit below. (d) Sales taxes on materials (pe rcentage of item (a), above). (e) Payroll tax on labor (perc entage of item (c), above). (f) Insurance (workers' compensa tion and liability insurance). (g) Other Items. City may authorize other items that may be re quired for the changed work. Such items include labor, services, material, and equipment that are different in their natu re from those required for the work and that are of a type not ordinarily available from Developer or any of its Cont ractors. Developer shall submit invoices covering all such items in detail. (h) Overhead and profit com puted as set forth in 8.5(g).

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(i) Bond and insurance (bond to be billed at actual cost, insur ance to be billed at the agreed Reimbursable Expenses insurance rate, and Developer shall provide documentation demonstra ting it will actually incur an i ncrease in bond costs directly attributable to the change).

Developer shall keep and present an itemized accounting of the costs or savings attributable to the changed work, together with appropriate supporting data. Upon request by City, Developer shall permit C ity to inspect Developer’s ori ginal estimate for the Project, subcontract agreements, or purchase orders relating to the change. Upon completion of the changed work ordered to be performed on a tim e and materials basis, City will then issue a Unilateral Change Order adjusting the Project GMP according to the actual costs incurred and, if appropriate, adjusting the Developer Obligation Date.

Unilateral Change Orders . If City and Developer cannot reach an agreement on a proposed change, City may issue a Unilateral Change Order directing work on a time-and-materials basis as set forth above, and Developer reserves the right to dispute any determination made by City in accordance with the procedures set forth in Exhibit H.

No Extension of Time Without Impact to Critical Path. Developer shall not be entitled to an extension of the Developer Obligation Dat e unless Developer demonstrates a delay to the Critical Path shown on the most rec ent Project Schedule. If City and Developer do not agree on either entitlement to, or th e amount of, the extension of the Developer Obligation Date, then the disagreement will be resolved by the dispute resolution procedures set forth in Section 24.

No Additional Compensation for Early Completion. Nothing contained in the Contract Documents creates any contractual right, express or implied, on the part of Developer to receive additional compensation for early completion of the Project.

No Changes After Substantial Completion. If City issues additive change orders after Substantial Completion for the Project, then such additive change orders will be considered Additional Services, and the work to be performed under those change orders will not delay the release of Retention to Developer for the Project (which will become due without regard to the status of the work that constitutes Additional Services), regardless of whether the applicable Notice of Completion has been recorded. City and Developer will enter into a new contract for the Additional Services, and the Developer (or its General Contractor) shall enter into new contracts with Contractors to perform such Additional Services or shall take other steps necessary to insure that the Additional Services do not extend the date by which Contractors for the original services can file mechanic’s liens or stop payment notices. City will pay Developer compensation for Additional Services consisting of (a) the actual costs incurred by Developer for th e Additional Services, (b) Developer’s hourly rates then in effect for the time Developer’ s personnel spend on the Additional Services, and (c) Reimbursable Expenses at actual co st incurred by Developer in performing the Additional Services.

Credits. Regardless of whether the equitable adjustment associated wi th changed work is recorded through a lump sum or time-and-materia ls Change Order: (a) if

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the net value of a change to the work results in a credit from Developer, then the credit given shall include costs as well as overhead and profit; or (b) if the net value of a change to the work results in additional costs, then overhead and profit will only be applied to the amount by which the added costs of the change exceed the credit ed amount. When a change proposed by City results in the deletion of work and the City and Developer are unable to agree upon the cost, overhead, and profit thereof, th e City's estimate of the cost, overhead, and profit shall be deducted from the Project GMP by a Change Order unless within 15 days of receiving the City’s estimate Developer prese nts proof that the City’s estimate is in error.

Overhead and Profit . Overhead and profit on change orders shall be computed as set forth in Section 8.5(g). Regardless of whether the equitable adjustment associated with changed work is recorded through a lump sum or time-and-materials Change Order, the amount City p ays for overhead and profit shal l be Developer’s only compensation for: all costs of supervision, superintendence, an d scheduling; wages of timekeepers, watchmen, and clerks; incidentals; any and all fie ld and home office expenses; costs of estimating an d preparing change orders; all impact costs including but not limited to lost productivity associated with “learning curv es,” “productivity factors,” and “ripple effects;” and all other expenses not included in itemized costs.

Compensation for Delay . Developer shall be compensated for its substantiated actual, direct exp enses, together with the markup for overhead and profit described in “Overhead and Prof it” above, resulting from City-C aused Delay. Under no circumstances shall City compensate Developer for extended home office overhead or profit based on an “Eichleay formula” or any other proportionate allocation of Developer’s overhead expenses or profit, all of which shall be deemed to have already been included in the above-described markup. If City believes that it is entitled to delay damages, then City must submit, within 14 business days of the event giving rise to the claim, a written claim to Developer describing the delay and the amount of delay damages. City’s written notice is a condition precedent to City’s claim and to the commencement of delay damages.

Modifications. Upon execution of this Agreement, Developer will commence its services under this Agreement. It is understood a nd agreed that as work proceeds on the Project, certain clarifications and modificatio n s m a y n e e d t o b e m a d e , including adjustments in floor plans, circulation, site work, a nd elevations, as well as detailing of materials, colors, and finishes. Modification of the scope of Work, and any interpretations of the Project documents having a substantial impact on the Project, may be approved by the City’s Representative; provided, however, that except as authorized in writing by City, under no circumstances will the cost of the Project work exceed the Project GMP. Any approvals by the City’s Representative required under this Section 8.14 must be made in a reasonably timely manner so as not to impact the P roject work or Project Schedule; failure to respond in a reasonably timely manner will result in a City Caused Delay.

Minor Field Changes . D e v e l o p e r h a s t h e r ight during the course of construction of the Project to make “minor field changes,” without seeking the approval of City, except to the extent that any such changes increase the c ost of the Project GMP to

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City (or Other City Costs) or individually or cumulatively dela y the completion of the Project beyond the Developer Obligation Date. “Minor field changes” are defined as those changes from the approved Construction Drawings and Detailed Sp ecifications that have no material effect on the Project and are made in order to expedite the work of construction in response to field conditions. Nothing contained in this sec tion will be deemed to constitute a waiver of or change in the applicable building cod e requirements governing any such “minor field changes” or in any approvals by City otherwise required for any such “minor field changes.” “Minor field changes” will be documented, in writing, in daily field logs, record drawings, or equivalent, and will be made available for City inspection.

Conditions Affecting the Work.
(a) Existing Site Conditions: Information regarding the work site represented in the geotechni cal reports (identified in Exhibit E) is believed to be correct; City does not warrant either the completeness or accur acy of such information, but Developer may rely on the completeness and acc uracy of such geotechnical reports identified in Exhibit E.
(b) Site Investigation and Represen tation: Developer acknowledges satisfaction as to the nature and location of the work; the gen eral and local conditions, particularly those bearing upon availability of transportation and access to the site; disposal, handling and storage of materials; availability of labor, water, electric power, telephone, and roads; uncertainties of weather or physical conditions at the site; the conditions of the ground; the character of equipment and facilities needed prior to and during the performance of the wo rk; and all matters that can in any way affect the work or the cost thereof under t his Agreement.

Developer and City have mutually agreed on the amount and types of on-site investigation to be done by Developer, and Developer has performed the mutually agreed on-site investigation. Therefore, if Differing Site Conditions (including, but not limited to, soil conditions, archeo-paleo artifacts, regula ted items, environmental issues, etc.) are found either on-site or off-site, then Developer may make a claim for additional costs and/or schedule delay. (c) Topographic Maps: Topographic maps, if provided by City or Tenant (see Exhibit E), were used in the Project design, bidders may inspect such maps upon request to the Developer, or may obtain copies upon payment of the cost to reproduce the copies. Notwithstanding the foregoing, the Ria lto Public Works Department, on behalf of City, may have provided or caused to b e provided the topographic maps and other Proj ect-related documents (see Exhibit E ) for the Project site, and Developer, Architect, and General Contractor have reviewed same and are relying on their accuracy for the preparation, planning, and performance of their services and work.
(d) Differing Site Conditions: Developer shall promptly, but in no event more than seven (7) business days after the condition is first observed, notify City in writing of the following site conditions and shall leave suc h conditions undisturbed until otherwise directed by City:

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(1) Subsurface or latent physical conditions at the site differ ing materially from those represented in the Contract Documents lis ted in Exhibit E;
(2) Unknown physical conditions at the site differing materiall y from those ordinarily encountered and generally recognized as i nherent in work of the character provided for in this Contract; and (3) Material differing from that represented in the Contract Documents which Developer believes may be hazardous waste pursu ant to Health & Safety Code Section 25117.
(e) City Investigation: Upon written notice of Differing Site Conditions from Developer, City shall promptly investigate such conditions. If City finds that such conditions do materially differ and cause an increase or decrease in the cost of or the time for performance of the work, City may, at its discr etion: (a) terminate all or part of this Agreement in accordance with Section 23.7; (b) issue a written change to this Agreement in accordance with Section 8; or (c) m ake any other appropriate arrangements to address the Differing Site Conditio ns. Any claim by Developer for adjustment hereunder shall not be allowed unless Developer has given proper notice.
(f) Disputes: If a dispute arises between the parties hereto as to whether the conditions constitute Diffe ring Site Conditions or affect t he price or time for performance of any part of the work: (a) Developer shall submit a written notice of potential claim to City including all information relating to t he Differing Site Conditions that Developer has available to it at the time Devel oper delivers the notice of potential claim (and, if Developer decides to make a formal claim, then Developer will make a separate, formal claim pursuant to and in accordance with the requirements in Section 8.4); (b) Developer shall then proceed with all work to be performed under this Agreement; and (c) pending resolution o f the claim, Developer shall not be excused from any scheduled completion da te provided for by this Agreement. Developer shall retain any and all rights provided either by this Agreement or by law which pertain to the resolution of disputes between the parties hereto.

Changes in Requirements of Law . City and Developer shall negotiate a Change Order to equitably adjust the Project GMP and/or Project Schedule if: (a) the completion of the Project is adversely affected by the enactment, adoption, promulgation, modification or repeal of any Requirements of Law applicable to the design or construction of buildings or facilities leased by public agencies after the execution of this Agreement; or (b) there are any costs incurred resulting from (1) new or i ncreased government fees or assessments (including fees not included in Exhibit D) or (2) from rulings on the part of state or local public officials beyond code and industry practi ce which are not known or anticipated at the date of execution of this Agreement and/or n ot included in the Contract Documents. Developer shall give notice to City of any such conditions in accordance with this Section 8.

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9. Payment of Project Costs . Trustee will act as disbursing agent and hold and disburse money on deposit in the Project Fund to pay Project Costs and other costs in accordance with the Indenture and this Agreement. City will direct the Trustee to make monthly disbursements from the Project Fund to Developer for Developer to then pay Pr oject Costs. So long as there has not occurred an Event of Default by Developer under this Agreem ent, such disbursements from the Project Fund shall continue until the full Project GMP has been disbursed (except as provided in Sections 11 and 12 hereof) or the Project has been completed . Disbursements received by Developer from the Project Fund shall, except as otherwise expr essly provided herein, be used solely to pay the Project Costs. Upon Developer’s compliance w ith its obligations under this Agreement regarding Project Appl ications for Payment, City shal l take all such action as is necessary and required to obtain such disbursements by the Trus tee in accordance with the Indenture.

Applications for Payment. On or before the twenty-fifth (25th) day of the month immediately preceding a month in which Developer will sub mit a Project Application for Payment, the City, Developer, and General Contractor will meet to review a preliminary draft of such Proj ect Application for Payment pre pared by Developer (hereinafter referred to as a “Pencil Draw”). During the Pencil Draw meeting, the parties will agree on the percentage complete for each line item, which may be projected to the last day of the month. Developer will revise the Pencil Draw i n accordance with any reasonable objection or recommendation of City that is consistent with the requirements of the Contract Documents. Such revised Pencil Draw will be resub mitted by Developer to City as the Project Application for Payment due on the tenth day of the month immediately following the month in which the Pencil Draw was first submitted. The Project Application for Payment will be in the form of Exhibit N. Developer will also submit with each Project Application for Payment a written narrative describing the basi s for any item set forth in the Project Application for Payment that does not conform to in structions of City in connection with any applicable Pencil Draw. Developer shall submit to City on or before the tenth day of the following month for which it is seeking payment a Project Application for Payment signed by Developer, which shall also include a pay application submitted by the General Contractor consistent with the terms of the GC Cont r a c t . T h e P r o j e c t Application for Payment shall request payment of a specified do llar amount, which shall constitute a portion of the Project GMP, reasonably detailed to reflect the amount of the Project Costs actually expended in each category of Exhibit D. Such Project Application for Payment shall request the ap propriate amount of hard or sof t costs based on a percentage of completion basis with respect to such work as of the date of such Project Application for Payment, less retainage being withheld by the General Contractor from any of the Contractors. When Retention that has been previously wi thheld from a pay application submitted by the General Contractor is to be paid by the General Contractor to a Contractor, it shall be added to the next pay application of the General Contractor submitted to Developer and included in the next Project Application for Payment.

Project Costs other than hard and soft construction costs that are incurred or paid on a schedule that is not related to percentage of completion (e.g., Developer Contingency paid only as allocated by Developer to specific costs incurred, Developer’s Fixed Fee and Developer’s Fixed Overhead paid as described in Section 11.3, Developer’s Reimbursable Expenses paid as described in Section 11.2, reserves for warran ty work paid only after

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Substantial Completion, the 150% holdback for uncompleted Punch List items, payment of unutilized contingency accounts or construction savings to City and/or Developer, etc.) shall be included in the Project Application for Payment only w hen such items are to be paid in accordance with other provisions of this Agreement, wit hout regard to the percentage completion of the Project. Developer may also include in a Project Application for Payment the full amount (with no Retention withheld) for deposits for Commodities or for purchases of Commodities tha t require advance payment (e.g. , the Financed FF&E) that will be paid by Developer within thirty (30) calendar days of Developer’s receipt of the payment of the requested deposit or advance payment.

Developer shall also provide a reconciliation between the total of all draw amounts requested (including such draw request) under a Project Applica tion for Payment and the then-current Exhibit D and include all the information and documentation required to be provided by the General Contractor to the City pursuant to the GC Contract, as well as a conditional partial lien release from the General Contractor an d from such laborers, contractors and Trade Contractors performing work on site as City may require, to become effective upon payment to the General Contractor or such other payees of the amount of the payment specified in said C ontractor’s Application for Paym ent, and an endorsement to the Lender’s Title Policy and a similar endorsement to the C ity’s Title Policy showing no liens or claims of lien; prov ided, that if a lien has been f iled, Developer and/or its General Contractor may resolve such lien in accordance with Section 19 below. Developer shall provide copies of all conditional partial lien releases to the title company issuing the Title Policies and shall execute an indemnity agreement with th e title company in a form sufficient to enable the title company to issue the foregoing e ndorsements. Each Application for Payment must include:
(a) An accepted Schedule of Values and Schedule Update with a narrative report (if requested), all approved in writing by City and all developed in accordance with Section 5.1(f), to the extent that they are req uired. Developer’s submissions of an accepted Project Schedule, Schedule Updates, and Schedule of Values are conditions precedent to City’s processing of Applications for Payments that request payment of construction costs;
(b) Photographic documentation of c ompleted work (as requested); (c) If requested, Developer shall within a reasonable time (est imated to be 60 days) provide three copies of certified payrolls from Dev eloper and all Contractors for the period covered by the Application for Payme nt, with one copy having all pertinent information visible and two copies having the workers’ names, addresses, and social security num bers blacked out or proof tha t the certified payrolls were electronically submitted to the DIR’s eCPR system , if acceptable to City;
(d) Evidence satisfactory to City that Developer is fulfilling its obligations under the Contract Documents with respect to prepar ing daily reports and maintaining up-to-date As-Built Plans;

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(e) Conditional waivers and releases on progress payment or fin al payment (as applicable) from Developer, those Contractors of an y tier, and those suppliers claiming funds covered by the Application for Payment , and unconditional waivers and releases on progress payment or final p a y m e n t f r o m Developer, General Contractor, those Contractors of any tier, a nd those suppliers who received funds through the preceding applications for payment, all in the form prescribed by Civil Code Sections 8120 through 8138 (provided, however, that with respect to Contractors and suppliers, unconditional waivers and releases will exclude the prior two months’ payments); and
(f) Any other administrative documentation reasonably required by City or as agreed upon.

The Application for Payment shall show the total value of work completed or partially completed as of the date of submission of the Application for Payment, including 100% of the value of materials delivered to the Project site an d not yet incorporated into the construction and long-lead t ime items, items specifically f abricated for the Project or specialized items (e.g., steel, curtain wall and glass, HVAC, g enerator, switch gear, light fixtures, etc.), and 100% of the value of materials delivered t o Developer and stored at locations other than the Project site (“ Stored Materials ”), provided that Developer furnishes City satisfactory evidence that Developer has acquire d title to the Stored Materials, the Stored Materials will be used on the Project, th e Stored Materials are properly stored at a secure of f-site location reasonably accept able to City, the Stored Materials at each storage location are segregated from any othe r materials there that are not intended for use on the Project, and the Stored Materials a re covered by insurance against loss, damage, theft or vandalism. City reserves the ri ght to adjust an Application for Payment if a prior Application for Payment is determined to have been overstated or understated.

Payment Procedures . City shall have the oppor tunity to attend all meetings between Developer and Contractors at which applications for payments are to be discussed (e.g. Developer shall be available and shall require the General Contractor to be available for a monthly meeting for review of the current month’s application for payment, if requested by City). City shall receive with the Project Appl ication for Payment any documentation submitted to Developer supporting the General Contractor’s application for payment. So long as City and Tru stee shall have received the P roject Application for Payment, including all required De veloper certifications, lien releases, and other required supporting documentation, on or before the tenth day of a calendar month, City shall make any objections regarding such Project Application for Payment i n writing as soon as practicable, but in any event no later than five (5) business d ays after receiving it or the City shall be deemed to have waived its right to object to such Project Application for Payment.

Within ten (10) business days of City receiving an undisputed, properly completed Application for Payment, City will submit a requisition (Exhibi t B to the Indenture) to request that Trustee pay to Developer a sum equal to the value of the work completed since the commencement of the work, less all previous payments, plus a like percentage of the

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value of material delivered on the ground or stored subject to, or under the control of, City, and unused; provided, however, that Trustee shall hold 5% of the value of the construction work under the GC Contract (but will not withhold Retention on soft costs, General Contractor’s fixed fee, Developer’s Fixed Fee, Developer’s Fixed Overhead, Commodities or deposits for Commodities (e.g., the Financed FF&E), or excep tions to Retention specifically set forth in the GC Contract) completed as Retenti on until the Retention Payment is made pursuant to Sec tion 9.8. Upon request of Devel oper and at City’s sole and absolute discretion, when the Work is 50% complete (by cost), as evidenced by City’s approval of Project Applications for Payment showing the Work at least 50% completion, no further Retention may be withheld. If City fails to receive the Project Application for Payment on or before the tenth (10th) day of the month, City shall have a period of five (5) calendar days from its receipt of such Project Application for Payment to review and approve such application, and a period of ten (10) business days to pay amounts as to which there is no objection. If City objects to any portion of a Pro ject Application for Payment, City shall provide detailed writt en comments explaining the nat ure of the disapproval as provided in the preceding paragraph, whereupon (i) for Project Costs which are approved by City, City shall request payment from the Trustee and (ii) Developer and City shall meet within two (2) business days to determine mutually acceptable r evisions to the Project Application for Payment. If City delays timely progress paymen t from Trustee through City’s breach, negligence or misconduct and not due to a defici ent Application for Payment, and as a direct result of that failure Developer is re quired to pay to its General Contractor, Consultants, vendors, or Contractors additional amounts equivalent to statutory penalties or late charges (coll ectively, “late charges”), then City will pay to Developer those late charges in addition to the amount unpaid (and such late charges will result in an adjustment of the Project GMP in an amount equal to the amount of the late charges). Late charges will only be paid upon presentation to City of written evidence that the late charges were in fact owed and paid by Developer. No progress payment by City shall be considered to be City’s acceptance of any part of the work.

Failure of Developer and City to determine mutually acceptable revisions to the Project Application for Payment within the two (2) business day period shall entitle either City or Developer to commence the dispute resolution process de scribed in Section 24 hereof or, if necessary, litigation. Failure to reach agreemen t on an Application for Payment shall not relieve Developer from its duties and obligations under this Agreement or relieve City from its duties and obligations under this Agre ement (including, but not limited to, paying undisputed amounts).

Requisition to the Trustee. City shall execute and deliver each requisition to the Trustee for the amount of the Project Application for Pa yment, or such undisputed portion thereof under Section 9.2. City shall undertake good fa ith efforts to cause Trustee to disburse the amount shown on such requisition to Developer f or disbursement to applicable Contractors and others in accordance with the Indenture.

Initial Draw. The Initial Draw shall incl ude a mutually agreed amount to reimburse Developer for Project Costs actually incurred or paid by those parties (including, without limitation, fees and costs incurred prior to this Agree m e n t f o r t h e G e n e r a l Contractor, Architect and other design professionals) on and be fore the date of Bond

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Closing. City may include in th e Initial Draw and/or subsequen t draws amounts paid by Tenant for the PHASE 2 Services t o reimburse Tenant for such co s t s , a l l o r i n p a r t .

Developer and City shall agree on the maximum amount of the Initial Draw and shall notify Tenant of that agreed maximum amount by no later than three (3) business days prior to the Sale of the Bonds; in addition, Developer and City shall ag ree on the exact amount of the Initial Draw and shall notify Tenant of that agreed Initial Draw amount by no later than seven (7) business days prior to the Bond Closing.

Other City Costs. Notwithstanding anything to the contrary contained in this Agreement, all costs of every nature that constitute Other City Costs shall be the sole responsibility, cost and expense of City. City further agrees that Developer shall have no responsibility or liability for any of the Other City Costs and City shall timely fund all Other City Costs.

Lump Sum Work and Unit Prices. City shall pay for work shown on the schedule of values as "Lump Sum", "L.S.", or "Job" at the lump sum price shown. Any contract work for which a unit price has been agreed upon, will be paid for at the actual quantities constructed in accordance with the Contract Document s. Upon completion of the work, if the actual quantities show either an increase or d ecrease from the quantities stated in this Agreement, the unit price stated will apply unle ss a change to the unit price is warranted under the Section 8.

Allowances. Payment for any Allowance identified in the Schedule of Values shall be for direct cost reimbursement only, unless the Schedule of Values identifies it as a “Time and Materials” or “T&M” item. Reimbursable direc t costs shall be verified by invoices and shall include any amounts paid to third parties, and do not include markups, including but not limited to supervision, labor, overhead, or p rofit related to the item.

Payment for Allowances based on T&M pricing shall be proposed by Developer subject to City’s acceptance using the same criteria and proposal breakdow n as that specified in the “Time-and-Materials Change Orders” subsection of Section 8. An y costs that exceed the maximum amount of any Allowance line item shall be addressed as a change to this Agreement consistent with Section 8, but in such event there sh all be no markup for overhead and profit on the additional actual costs. Upon compl etion of the Project, each Allowance will be corrected for unused balances and a credit to the Project GMP will be issued by Change Order to reflect the actual sums authorized for work as Allowance items; provided, however, that if a pa rticular Allowance is exceeded by a significant amount (as reasonably determined by Developer in its discretion), then the parties will issue a Change Order for that particular Allowance instead of netting all Allo wances later so that Developer is not financing the excess cost. The following terms apply to Allowances:
(a) Include in the Project GMP all Allowances named in the Cont ract Documents. The amount of each Allowance includes:
(1) The cost of the product/material to Developer, less any applicable trade discounts.

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(2) Delivery to the site includ ing handling, unloading, uncrating and storage.
(3) Protection from the elements from damage.
(4) Labor for installation and finishing.
(5) Other expenses required to complete installation.
(6) Applicable taxes.
(7) Overhead and profit.
(b) Developer shall file a “No Collusion Affidavit” with City i n regards to the actual cost price of Allowance items, and allow any requ ested examination of his accounts and those of his materials.
(c) Allowances are included in t he scope of the Contract Documents. (d) Payment for Allowances shall be based on direct costs actua lly incurred by Developer for labor, materials, equipment, or other expenses required to accomplish the allowance. All payments shall be based on De veloper’s actual expense less any applicable trade discounts as verified by invoice(s), delivery to the site including handling, unloading, uncrating and storage, prot ection from the elements of damage, labor for installation and finishing, other expenses required to complete installation, applicable taxes, and charge for overhead and profit. (e) Except as set forth above with respect to Allowances that significantly exceed their value, upon completion of the Projec t , a l l o f t h e Allowances will be corrected (netted out to an aggregate add or deduct) by a written change order signed by City and Developer to reflect the actual sums authorized for work as Allowance items.
(f) A list of Allowances is included in Exhibit D.

Retention Payment. To the extent allowed by applicable law, when the Work is 50% complete (by cost), as evidenced by City’s approval of Project Applications for Payment showing the Work at least 50% completion, City will release a portion of the Retention to pay the Retention for the Trade Contractors who have completed their work.

In order for City to release Retention as set forth in the preceding sentence, the Work must be on schedule (as evidenced by the most recent approved Project Schedule) and on budget (as evidenced by the most recent Project Application for Paymen t). City will pay the remaining Retention (less 150% of the cost of outstanding Punch List work) within thirty (30) days of AHJ issuing a Temporary Certificate of Occupancy s o that the General Contractor and Trade Contractors can be paid prior to the expir ation of time to record mechanic’s liens or stop payment notices. If the Retention Paym ent is made before Developer has complied with all of its obligations under this Agreement, then payment of

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Retention shall not be interpreted as Final Payment, and shall not relieve Developer of its obligations under the Final Payment provisions.

Final Payment . T h e F i n a l P a y m e n t ( w h i c h w i l l i n c l u d e t h e r e m a i n i n g Retention, if any, less 150% of the cost of outstanding Punch List work) shall be made no later than 30 days after Developer Substantially Completes the work and submits an Application for Final Payment in proper form and suitable for payment. Developer’s work will not be complete until Developer has delivered electronic v ersions of: (a) record drawings for the Project; (b) all operations and maintenance ma nuals; (c) manufacturers’, suppliers’, and installers’ warranties, guarantees, instruction sheets, and parts lists; and (d) any other documents or information required by the Contract Documents as a condition to completion of the work. Developer’s Application for Final Payment shall include:
(1) Developer's affidavit that p a y r o l l s , b i l l s f o r m a t e r i a l s a nd equipment, and other indebtedness connected with the Project ha ve been paid or otherwise satisfied by Developer; and
(2) Conditional waivers and releases on Final Payment in the fo rm prescribed by Civil Code Section 8136 from Developer, its Contractors of any tier, and its suppliers who will receive funds from the Final Payment , listing with specificity any and all claims under or arising out of this Agreement or the Project that remain unsettled.

Stop Payment Notices. If stop payment notices are filed against the Project or state, federal, or other govern mental agency claims or liens are filed, then City may withhold the amount required by law from progress payments unti l such claims and liens have been resolved pursuant to applicable law. However, if the cause of the stop payment notice is due to City’s unexcused failure to timely and fully p ay Developer in accordance with the terms of this Agreemen t, then (a) City may not withhol d and (b) Developer is entitled to make a claim for direct damages incurred as a resul t of or arising out of the withholding.

10. Other Services by Developer. Services may be performed by the Developer at the w r i t t e n r e q u e s t o f C i t y w h i c h a r e n o t i n c l u d e d a s p a r t o f t h e Project. Such services shall be performed pursuant to a separate written agreement between City and Developer.

11. Developer’s Fixed Fee, Developer’s Fixed Overhead, and Reimburs able Expenses.

Developer’s Fixed Fee and Developer’s Fixed Overhead . The Project GMP ( Exhibit D ) includes the Developer Fixed F ee and Developer Fixed Overhead payable to Developer in the amounts set forth in Exhibit D as the Developer’s Fixed Fee and Developer’s Fixed Overhead f or Phase 2 Services under this Agreement, which is subject to adjustment as provided in this Agreement and is paya ble as set forth in Section

11.3. Any City-initiated change orders shall increase the Deve loper’s Fixed Fee and Developer’s Fixed Overhead in an amount calculated as set forth in Section 8.5 or 8.6, as applicable.

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Reimbursable Expenses . D e v e l o p e r ’ s R e i m b u r s a b l e E x p e n s e s w i l l b e paid as incurred, without regard to the percentage complete of the Project. With respect to insurance, City shall reimburse Developer, as a Reimbursable Ex pense, Developer’s expense (acknowledged and agreed to be $10.00 per $1,000 of con tract value) for the Commercial General Liability, Employer’s Liability, Auto Liabil ity, and Professional Liability insurance required to be maintained by Developer unde r this Agreement. All other Reimbursable Expenses will be billed at cost without markup.

Payment of Developer’s Fixed Fee and Developer’s Fixed Overhead .

As part of the monthly Project Application for Payment, Develop er shall be entitled to a ratable portion of the Developer’s Fixed Fee and Developer’s Fi xed Overhead. The total amount of Developer’s Fixed Fee and Developer’s Fixed Overhead are set forth in Exhibit D. City will pay to Developer the Developer Fixed Fee and Devel oper Fixed Overhead compensation, in the amount identified in Exhibit D, as follows:
(a) Equal Monthly Installments: The Developer Fixed Fee and Developer Fixed Overhead for Developer’s services under this Agreement will be deemed earned and paid in equal monthly installments (the number of installments equal to the number of months for the Project duration under the Project Schedule); provided, however, that if Develo per completes the Project in l ess time, then the unpaid balance of the Developer Fixed Fee and Developer Fixed O verhead is due with the Final Payment to Developer under this Agreement (i.e., the equal monthly installments are for billing pur poses, but the intent is that C ity will pay the full amount of Developer’s Fixed Fee a nd Developer Fixed Overhead). If the Project takes more time, then Developer is not entitled to additional D eveloper Fixed Fee or Developer Fixed Overhead compe nsation (except as expressly p rovided in Section 8).
(b) Application: Developer will submit to City its request for pay ment of the Developer Fixed Fee and Developer Fixed Overhead as part of the Project Application for Payment under this Agreement.

12. Completion of the Project.

Substantial Completion of the Project . Developer shall achieve Substantial Completion of the Project by the Developer Obligation Date. Until Substantial Completion of the Project has occurred, City shall not occupy the Project and shall prohibit Tenant or any other party from occupying the Project; provided, however, that limited use of the Project for storage, move-in or installation of Tenant’s Personal Property by City when such use is approved by Developer, such approval not to be unreasonably withheld, shall not be deemed to be occupancy. Notwithstanding that Substantial Completion of the Project shall have occurred, City shall be entitled to provide Developer with a Punch List, in accordance with the provisions of this Section 12.

Notice of Substantial Completion . When Architect considers that the Work is ready for its intended use, Developer shall require Architect to prepare and deliver to City a tentative certificate of Substantial Completion in th e form of Exhibit L. The

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tentative Certificate of Substantial Completion will include by attachment a tentative list of items to be completed or corrected. Developer shall give no tice in writing to City that the Project is Substantially Compl ete (except for Punch List it ems specifically listed as incomplete) in accordance with the Contract Documents (“ Developer’s Notice of Completion”). Promptly thereafter (but in no event exceeding three (3) b usiness days), City, Developer, Architect, General Contractor and Tenant shall inspect the Project Work to determine the status of com pletion. If City does not consid er the Work substantially complete or City objects to the Punch List, then City must noti fy Developer in writing within five (5) business days of the inspection giving all of City’s specific reasons that the Project is not Substantially Compl ete or the Punch List is inac curate; if City does not provide written notice within such time, then the City will be deemed to have no objection.

Once Developer addresses all of City’s reasonable objections, A rchitect will then issue a definitive Certificate of Substantial Completion (with the potential of a revised Punch List) agreed to by the Architect, Developer, and City. The Certificate of Substantial Completion will include by attachment the (revised) Punch List. The compl etion of the Punch List, installation of City’s IT, and completion of any other City wor k (e.g., City installation of Tenant’s Personal Property) shall not be required in order for the Project to be Substantially Complete.

Completion of Punch List Items . Following Substantial Completion, Developer shall diligently cause all Punch List items to be com p l e t e d p r o m p t l y i n accordance with the Contract Documents. Developer shall coordi nate the performance of any such Punch List work to avoid any unreasonable hindrance to Tenant’s installation of Tenant’s Personal Property and its full occupancy of the Project.

Final Acceptance. Upon Final Acceptance, Developer shall be entitled to payment of the balance of Developer’s Fixed Fee, Developer’s Fi xed Overhead, and all other Project Costs incurred in connection with the work, but n ot to exceed the Project GMP, which will be invoiced pursuant to Section 9, above. “ Final Acceptance” means that each of the following items shall have occurred with respect to the Project:
(a) AHJ Approval: AHJ has issued a temporary or final certificate of occupancy or other approval (e.g., final building inspection by building officials) for the Project permitting Tena nt to occupy and use the Project for its Permitted Use; provided, however, if the delay in the issuance of the certificate of occupancy or other approval is attributable solely to the City’s or Tenan t’s work including, without limitation, Tenant’s Personal Property, or an obligatio n of City or Tenant, then this condition shall be deemed satisfied;
(b) Conditional Waivers: Developer and each Contractor shall have provided its final conditional waivers and releases of lien in the statutory form. (c) Punch List Complete: All Punch List items shall have been completed, but if City consents to Final Acceptance without com pletion of all Punch Lists items, the parties shall have agreed upon the estim ated costs of any Punch List items remaining to be completed and 150% of such estimated cost shall be withheld by the Trustee in the Project Costs Account until the Punch List items

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have been completed to the reas onable satisfaction of City. Wh en the Punch List items have been completed, Developer shall notify City and, upon City’s reasonable satisfaction that the Punch List items have been completed, Cit y shall deliver its requisition to the Trustee for payment of the funds withheld by the Trustee under this Section 12.4(c);
(d) Final Pay App: Developer shall have submitted its final Projec t Application for Payment together with evidence reasonably satisfactory to City that all construction costs have been paid in full or will be paid in full with payment of the final Application for Payment;
(e) Project Costs Report: Developer shall have delivered to City a written report showing the allocation of Project Costs among th e categories of Exhibit D and the remaining specified dollar amount of the Developer Contingency and the undisbursed portion of t he Developer’s Fixed Fee and De veloper’s Fixed Overhead;
(f) Title Policy Endorsement: City and Trustee shall each have received an endorsement to its respective Title Policy dated as of and issued on the date of Final Acceptance, which shall insure City and Trustee r espectively (1) against any liens for labor or m aterials, whether or not of rec ord, which may have arisen in connection with the construction of the Project, and (2) show no additional exceptions to the City’s Title Policy other than those approved by or arising through City;
(g) LEED Application: Not applicable; and
(h) Final Acceptance Obligations: Developer shall have completed and delivered the matters set forth in Section 14.

Approval of Final Project Application for Payment . Upon delivery of Developer’s final Project Application for Payment and other materials set forth above, City shall, acting reasonably and in good faith, review and approve the final Project Application for Payment on or before that per iod expiring five (5) business days after receipt of the final Project Application for Payment, receipt of notice from Developer that the Punch List matters are complete (except those items permitted to remain ou tstanding pursuant to Section 12.4(c)), and City’s receipt of the materials set forth in Section 14 of this Agreement. In the event no written comments from City are received by Developer within said five (5) business day period, City shall be deemed to have waived its right to comment on the Final Application for Paym ent or to disapprove the compl etion of the Punch List, except those items permitted to remain outstanding pursuant to Section 12.4(c). If City disapproves the final Project Application for Payment or completion of the Punch List, or any portion thereof, City shall provide detailed written comments explaining the nature and specific reason for each disapproval; whereupon, Developer and City shall meet within two (2) business days to determine mu tually acceptable revisions to t h e f i n a l P r o j e c t Application for Payment and the completion of the Punch List. Failure of Developer and City to determine mutually acceptable revisions to final Projec t Application for Payment

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and the completion of the Punch List within the two (2) busines s day period, shall entitle either City or Developer to commence the disputes resolution process described in Section

24. Requisition of Final Payment . City shall execute and deliver the requisition for Final Payment to the Trustee within one (1) bus iness day following expiration of said five (5) bus iness day period, or if City dis approves of the final Project Application for Payment, then within one (1) business day after the date of approval of the mutually acceptable revisions t o the final Project Application for Payment or the determination of the disputes res olution process, if applicable . Subject to the provisions for disbursement of unused contingency funds in Section 12.7 be low, City shall take all steps to cause the Trustee to disburse the remaining money in t he Project Costs Account, except for (1) any money withheld for completion of the Punch L ist items under Section

12.4(c), and (2) the $50,000 reserved for warranty work as provided for in Section 7.9, but in any event not more than the P roject GMP, in the amount shown on such requisition. In addition, City shall in such requisition direct payment of the remaining Developer’s Fixed Fee and Developer’s Fixed Overhead in accordance with the provisions of Section 11.3.

Disbursement of Developer Contingency . Subject to allocation of the Developer Contingency by Developer to pay for Project Costs pur suant to Section 7.7, if all or some portion of the Devel oper Contingency is not used for Project Costs, then 50% of the unused Developer Contingency shall be paid to Developer.

Notice of Completion. Developer may record a Notice of Completion in accordance with Requirements of Law upon completion of the Proj ect. If, after receipt of written notice that Developer intends to record or has recorded a Notice of Completion, City determines that the Project is not in compliance with this Agreement, then City must, within five (5) business days of Developer’s written request, provide to Developer a written statement setting forth all of the reasons for City’s determina tion that a Notice of Completion is premature. The statement must also specify the action(s) that City believes that Developer must take to properly record a Notice of Completion. After addressing the issues set forth in City’s written notice, Developer will again notify City of Developer’s intent to record a Notice of Completion and the parties hereto will continue to repeat the inspection and notice procedures until City agrees that the Not ice of Completion may properly be recorded. Notwithstanding the foregoing, the parti es agree that the Requirements of Law, and not City’s or Developer’s particular b elief, will determine the validity of any recorded Notice of Completion.

Partial Occupancy. City reserves the right to enter and install equipment within each portion of the Project as it is ready to receive same, upon the condition that (a) Developer shall not be responsible for equipment so placed othe r than loss or damage caused by the acts or omissions of Developer or those in Developer's employ, and (b) City does not interfere with Developer’s performance of work or dama ge any work in place.

City may, only with Developer’s consent (which Developer may wi thhold in its sole and absolute discretion), take possession of or use all or part of any work prior to completion and final acceptance of all the work upon condition that (1) Ci ty’s possession or use does not interfere with Developer’s performance of work, and (2) suc h possession or use is

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allowed by the applicable insurance policy(ies). If Developer a llows partial occupancy, then Developer shall be relieved of liability for loss or damag e to completed portions of the work other than loss or damage caused by the acts, omissions, or breaches of warranty by Developer. Such taking of possession by City shall not reli eve Developer from any other provisions of the Contract Documents, shall not constitute a final acceptance of any such work or of work not completed in accordance with the Contract Documents, and shall not relieve Developer from respons ibility for correcting defect ive workmanship or materials in the area so occupied. City may, only with Develop er’s consent (which Developer may withhold in its sole and absolute discretion), during the performance of the work enter the work area for the purpose of performing any necessary work by City’s labor or Separate Contractors, but only for the purpose of the instal lation of Tenant’s Personal Property. In doing so, City shall not interfere with Developer, and Developer shall not interfere with other work being done by or on behalf of City. If City’s acts or omissions cause damage or delay to Developer or the Project, then Develop er shall be entitled to a claim for additional cost and/or time in accordance with Section 8.

13. Miscellaneous Developer Obligations . In addition to Developer’s obligations listed elsewhere in this Agreement, Developer agrees to:
(a) Except as specifically note d, provide and pay for (as a Project Cost):
(1) Labor, materia ls, and equipment.
(2) Tools, construction equi pment, and machinery.
(3) Water, heat, and utilities required for construction includ ing any metering and connection fees or charges, except City will provi de and pay for electric power and pay for water acreage assessment charges. If any utilities are in place and in use by the City at the site, Developer, to the extent available, at no cost may utilize such utilities (excluding telephone).
(4) Other facilities and services necessary for proper executio n and completion of work to provide a facility capable of operation. (5) Legally required sales, consumer, and use taxes.
(b) Secure and pay (as Allowances ) for: Permits, government fe es, and licenses. Developer must pay the permit fees (as an Allowance) and fulfill the conditions of the permit from the San Bernardino County Planning & Develop ment Services Department.
(c) Give required notices.
(d) Comply with the edition of California Building Code in effe ct at the time of issuance of the building permit (or as otherwise noted on the permitted set of Construction Drawings) and other codes, ordin ances, rules, regulations, orders, and legal requirements of public authorities which bear on performance of work.

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(e) Enforce strict discipline and good order among employees. Do not employ on work:
(1) Unfit persons.
(2) Persons not skilled in assigned task.

14. Developer’s Final Acceptance Obligations. On or before Final Acceptance of the Project, Developer shall obtain and electronically submit to City, the following:

As-Built Plans. A complete set of final as-built plans and specifications prepared by the General Contractor for the Project. Tenant Improvements will be provided in pdf and CAD.

Manuals. All technical and service, i nstruction and procedure manuals relating to the operation and ma intenance of all HVAC systems a nd other mechanical devices and equipment installed in the Project, except insofar as relating to Tenant’s Personal Property.

Warranties. An assignment (on a non-exclusive basis) and delivery of all warranties, guarantees, maintenance contracts, and machinery an d equipment warranties received by Developer from the General Contractor or any Trade Contractor, or any supplier, materialmen or manufacturer relating to the Project; provided, however, that so long as Developer’s warranty set forth in Section 7.9 herein re mains in effect, Developer reserves the right, notwithstandi ng the assignment and delivery o f s u c h w a r r a n t i e s hereunder to City, to fully enforce all such warranties in the place and stead of Authority.

Permits and Licenses . The originals (if not posted at the Project) of all Permits, licenses and other approvals necessary for the occupat ion, use and operation of the Project.

15. Indemnification.

Developer’s Indemnification.
(a) To the maximum extent allowable by law, Developer shall indemnify and defend with counsel reasonably approved in writin g by City and hold harmless Authority, City, Tr ustee and their respective ele cted and appointed officials, officers, contractor s, and employees (collective, “ City Indemnitees”) from any claims, demands, or liabilities (hereinafter “ Liabilities”), excluding professional negligence Liabilities, to the extent arising out of, pertaining to, or relating to (a) death or injury to people or damage or injury t o property (excluding the Work itself) in connection with the performance of the Phase 2 Services; (b) the negligence, recklessness, or willful misconduct of Developer or anyone for whom Developer is liable; (c) any lia bility under workers’ compensat ion acts, disability benefit acts, and other employee benefit acts (provided, howeve r, the indemnify obligation hereunder shall not be limited by any limitation on the amount or type of damages, compensation or benefits payable under such acts); or (d) any liability

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stemming from the wrongful performance of Phase 2 Services. No twithstanding the foregoing, Developer is not obligated under this AGREEMENT to indemnify any City Indemnitees from any liability to the extent such liab ility is ultimately determined to be due to the active negligence, sole negligence, or willful misconduct of City Indemnitees. If judgment is entered against Developer and City by a court of competent jurisdiction because of the concurrent active negligence of Developer and City or City Indem nitees, then Developer and City agree that liability will be apportioned as determined by the court. Neither Party shall request a jury apportionment. Notwithsta nding anything stated above, no thing contained herein shall relieve Developer of any insurance requirements or obligations created elsewhere in this Agreement. Developer shall require indemnifi cation of City in all of its contracts, including but limited to the Developer’s General Contractor and Architect and their subcontractors and subconsultants. Further more, City and Developer hereby mutually release each other from liability and waive all rights of recovery against each other for any loss from perils insured ag ainst under the builders risk insurance policy to be carried by Developer or its General Contractor pursuant to Exhibit G.
(b) For professional negligence Liabilities, to the maximum extent allowable by law, Developer shall indemnify and hold harmless C ity Indemnitees from any Liabilities, to the extent that the Liabilities arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of such professional for the performance of professional services pertaining to the Project. Developer shall reimburse City Indemnitees for their reasonably incurred defense fees and costs to the extent Liabilities for professional negligence are determin ed to have been caused by the negligence of Developer. In no event shall the cost to defend charged to Developer exceed Developer’s p roportionate percentage of fau lt. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or d issolution of the business, Developer shall meet and confer with the other partie s regarding unpaid defense cost. The parties intend for the provisions set forth in this Subsection (b) to be in compliance with Civil Code §2782.8, and this Subsectio n (b) will be interpreted in a manner that complies with Civil Code §2782.8 City’s Indemnification. To the maximum extent allowable by law, City agrees to indemnify, defend with counsel reasonably approved in writing by Developer, and hold Developer, General Contra ctor, Contractors, Architect, consultants retained by Developer for the Project, and Trustee, and their respective officers, directors, employees, and agents (“Project Indemnitees”) harmless from any Liabilities whether incurred by or m a d e a g a i n s t P r o j e c t I n d e m n i t e e s of any kind or nature, includi ng but not limited to personal injury or property damage, to the extent arising from or related to the negligent acts or omissions of City or a ny breach or default by City of i ts obligations under this Agreement. This indemnity applies even in the event of Project Indemnitees’ concurrent fault, except that nothing in this indemnification provision sh all be construed to require City to indemnify Project Indemnitees for Liabilities to the ex tent caused by Project Indemnitees’ negligence, willful misconduct, or defects in design furnished by them.

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16. Insurance Requirements.

Developer’s Insurance . Developer shall procur e and maintain, at a minimum, for the duration of this Agreement the insurance as set forth in Exhibit G. The cost of such insurance shall be a Project Cost.

City’s Insurance. City shall procure and maintain upon the delivery of the Certificate of Substantial Completion the property insurance as r e q u i r e d i n t h e L e a s e Agreement.

Verification of Coverage . E a c h p a r t y s h a l l f u r n i s h t h e o t h e r w i t h certificates of insurance and endorsements required by this Agreement. The certificates and endorsements for each policy are to be signed by a person autho rized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms reasonably approved by the other party and are to be received and approved by such other party prior to the commencement of activities associated with this Agreement.

Builders Risk Insurance . If directed by City in writing, Developer shall procure and maintain, or will direct its General Contractor to procure and maintain, for the duration of this Agreement, the builder’s risk insurance as set forth in Exhibit G. The cost of such builder’s risk insurance shall be a Project Cost.

Notice of Cancellation. Developer and City, respectively, shall take steps to provide notification to Authority, City and Trustee in the e vent of insurance policy cancellation. Such notice shall be sent by Developer or City in writing at least 30 days in advance of such intended cancell ation (10 days for cancellation due to non-payment of premium).

17. Representatives.

Developer Representatives . C i t y a g r e e s t h a t t h e p e r s o n w i t h o v e r a l l responsibility for the work for the Project for the Developer s hall be Roger Torriero and Korin Crawford (“ Developer’s Representative” ) . T h e “Developer’s Project Manager” shall be Deryl Robinson. Developer may also appoint an additio nal representative by giving written notice to City of the onsite representative. Ci t y s h a l l h a v e t h e r i g h t t o approve any changes in the personnel named above, such approval not to be unreasonably withheld. City may rely on such representatives as having the authority to execute Change Orders in any amount unless Developer identifies to City in wri ting the officer(s) or employee(s) with such authority. Any written order or communic ation given to this representative shall be deemed delivered to Developer. In the absence of Developer’s Representative in case of emergency, instructions or directions may be given by City to the General Contractor’s project manager or superintendent. Such order shall be complied with promptly and referred to Developer or its representative. Developer’s Representative must be able to read, write, and speak English fluently. Developer’ s Project Manager, if different than Developer’s Repres entative, shall represent Deve loper in the absence of Developer’s Representative, and al l directions given to the Pro ject Manager shall be binding as if given to Developer. Developer’s onsite represent ative, if different than the

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Project Manager, shall represent Developer in the absence of De veloper’s Representative and Project Manager, and all directions given to the Developer’s onsite representative shall be binding as if given to Developer. City may require Develope r to replace the Project Manager or onsite representativ e whose conduct or performance i s unsatisfactory.

Developer shall not change its Project Manager or onsite repres entative without City’s consent unless the Project Manager or onsite representative is unsatisfactory to Developer or ceases to be in Developer’s employ. If Developer’s Project Manager or onsite representative leaves the Project , Developer shall replace him or her within two business days (unless additional time is agreed upon by City) with a new, qualified project manager or onsite representative.

City’s Representative. City designates the Assistant to the City Manager (Tanya Williams or her successor) as “ City’s Representative,” authorized to act on the City’s behalf with respect to the Project, and the decisions of City’s Representative will be binding on City. The “ City’s Project Manager ” shall be Tanya Williams, who is authorized to act on the City’s behalf with respect to the Project (including but not limited to approving Applications for Payment), and the decisions of Ci ty’s Project Manager will be binding on City. City may also appoint an additional repres entative by giving written notice to Developer of the onsite representative. City’s Repres entative and/or Project Manager shall promptly render decisions to avoid delay in the o rderly process of design and construction of the Project . C i t y m a y c o m m u n i c a t e w i t h t h e Contractors and the Architect only through Developer’s Representative or Project Ma nager. City’s Representative and Project Manager may be changed by City from time to time by written notice to Developer. Unless otherwise expressly stated in the Contract Documents, City’s Representative and/or Project Manager will issue and receive al l written communications on behalf of City for the Project. Developer may rely on City’s Representative and Project Manager as having the authority to execute Change Orders in any amount unless City identifies to Developer in writing the person(s) with such authority. Any written order or communication given to City’s Representative or City’s Project Manager shall be deemed delivered to City. Disbursement of bond proceeds for project p ayments require the additional approval of the City’s Finance Director or the City Manager, acting on behalf of the City. Developer reserves the right to appeal any decisions rendered to the City Council for final determination.

General Contractor’s Representative . Developer shall require its General Contractor to provide the services of the superintendent(s). A superintendent shall be present at the work site whenever work is in progress includ ing whenever weather conditions necessitate its presence to take measures necessary to protect the work, persons, or property. In case of emergency, General Contractor’s superi ntendent shall represent Developer in the absence of Developer’s designated representative or Project Manager, and all written directions given to the superintendent(s) shall be binding as if given to Developer. The superintendent must read, write, and speak Engl ish fluently. City may require Developer to require its General Contractor to replace a superintendent whose conduct or performance is unsatis factory. General Contractor s hall not change its superintendent without City’s c onsent unless the superintendent is unsatisfactory to General Contractor or ceases to be in General Contractor’s empl oy. If General Contractor’s superintendent leaves the Project, General Contractor shall replace him or her

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within two business days (unless additional time is agreed upon by City) with a new, well- qualified superintendent acceptable to City.

Emergency Contacts. Developer shall provide City with a list of names and telephone numbers at which Developer’s representative, superintendent, and other key personnel can be reached during non-working hours in the case of an emergency.

Communications. All City communications to Developer, General Contractor, Architect, or any of the Contractors or their emplo yees must be issued solely by the City’s Representative or City’s Project Manager and deli vered exclusively to Developer. All communications f rom Developer, General Contract or, or any of Developer’s consultants or their employees to City must be issu ed solely by Developer’s Representative or Developer’s Pro ject Manager and delivered exc lusively to the City’s Representative or City’s Project Manager.

Timely Decisions. City will, in a timely manner consistent with the Project Schedule, provide full informatio n regarding its requirements f or the Project. The City’s Representative or Project Manager will render in a timely manne r consistent with the Project Schedule all decisions requested by Developer’s Representative or Project Manager which may be necessary to perform the Project in accordance wit h the Project Schedule.

City or City’s Representative’s or Project Manager’s failure to timely provide required information will result in a City-Caused Delay.

18. Accounting, Inspection and Audit.

Accounts. Developer shall keep and will also require its General Contractor to keep such full and detailed accounts as may be necessary for proper financial management under this Agreement. Developer’s accounting and co ntrol system shall be in accordance with standard accounting practices of the constru ction industry. Developer shall preserve all of its books and records relating to this Ag reement, including but not limited to its job cost records, payables/receivables records, accounting books, bids, cancelled checks, receipts, subcontracts, purchase orders, jour nals, vouchers, payrolls, correspondence, drawings, daily logs, photographs, and memorand a, for a period of two (2) years after Final Payment. However, Developer is not requi red to keep or provide detailed records for amounts identified as fixed amounts or lump sums (including, without limitation, insurance, Developer Fixed Overhead, and Developer Fixed Fee) under this Agreement or the PDA, and such amounts will be deemed earned as billed and will not be subject to City’s audit rights under this Agreement or the PDA (regarding the PDA, this provision is merely clarifying th e original intent of the parti es, not amending, when such amounts were earned or the records requirements and audit right s under the PDA relating to fixed amounts and lump sums, which the parties never intende d to be subject to record keeping requirements or audits). Should Developer cease to exi st as a legal entity, Developer shall forward its records pertaining to this Agreement to the surviving entity in a merger or acquisition, or, in the event of liquidation, to Ci ty upon City’s timely written request.

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Inspection and Audit . City (including by request of Tenant), and their contracted representatives, shall have the right to examine and audit Developer’s accounting procedures and internal controls of Developer’s financial systems and to inspect and copy any books and records rela ting to this Agreement. Suc h an examination, audit, and/or inspection may be request ed at any time during the Proje ct, or two (2) years after Final Payment. If City so elects to conduct such an audit, it shall give notice to Developer, and such audit shall be conducted as soon as is reasonably feasible thereafter, but progress payments to Developer shall not be delayed pending the outcome of the audit. Such audit shall be conducted by an auditor selected by City, and City sha ll, except as hereinafter provided, pay the cost of such audit. Developer shall cooperat e fully with City in the conduct of such examinations, audits, and inspections, shall gr ant full access at all reasonable times to its offices, the Project site, and its book s and records relating to this Agreement, and shall allow City to interview Developer’s employ ees who might reasonably have information related to Developer’s books and records, provided that City has given Developer at least one working day’s advance notice of City’s intent to examine, audit, inspect, and interview employees. All examinations, aud its, inspections, and interviews shall be conducted during normal business hours. If an audit discloses a material discrepancy (i.e., a discrepancy by more than five percent in t he aggregate with respect to the expenses or fees billed by Developer), Developer shall reim burse City for the cost of the audit up to a cap of $50,000. Any adjustments in amounts d ue and owing by either party to the other party shall be promptly paid by the party owing the amounts due.

19. Construction Liens . Upon Final Acceptance of the Project and upon City’s request during the progress of the Project, Developer shall sub mit evidence that all payrolls, material bills and other indebtedness relating to the work have been paid (subject to City’s timely funding the Project Costs and all other costs that are the responsibility of City). If at any time there shall be appropriate evidence of any lien or claim (including s top payment notices) for which, if established, City shall be liable, or which would constitute a lien on the Project or Bond proceeds, and which is chargeable to and the responsibility of Developer, then provided that City has timely funded the Project Costs and all other costs that are the responsibility of City under this Agreement, upon written request by City, Deve loper or Contractor shall fur nish a bond or other assurance in form and amount satisfactory to remove such lien or stop payment notice from the public records.

If any potential lien or stop payment notice claimant gives not ice to Trustee in accordance with the provisions of applicable law that it has filed a mechanics’ lien or stop payment notice against the Project and such lien or stop payment notice is the respons ibility of Developer in accordance with the previous provisions of this Section 19, there shall be no further disbursement of Bond proceeds until Developer shall have provided Trustee and City w ith a bond or other security in accordance with applicable law to the amount claimed under the lien or notice until resolution of such dispute and payment of such lien or stop payment notice, agreement with such potential lien claimant that such notice is withdrawn, or a court declaration that such notice is void in accordance with the provisions of applicable law. Developer shall notify C ity and Trustee upon Developer’s knowledge of the filing of any lien or the service of any stop payment notice in connection with the Project.

20. Priority Agreements. To the extent permissible under California law, Developer shall require its General Contractor to subordinate its lien ri ghts, by agreement in form and substance satisfactory to City, to the Site and Facility Lease, Lease Agreement, and the Indenture

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securing the Bonds in favor of Tr ustee and its respective succe ssors or assigns, and shall use its reasonable efforts to obtain a similar subordination from all T rade Contractors under this Agreement. Any Trade Contractor who refuses to so subordinate its lien rights must be specifically approved in writing by City.

21. Damage and Destruction; Condemnation.

Damage and Destruction . After the happening of any casualty to the Project, Developer shall give City and Trustee prompt written n otice thereof generally describing the nature and cause of such casualty and the extent of the damage or destruction to the Project. Developer and City acknowledge, agree and assi gn all insurance proceeds which Developer or City may be entitled to receive prior to Final Acceptance of the Project with respect to damage or destruction to the Project to Trustee for deposit into the Insurance and Condemnation Proceeds Fund established under the Indenture, and each insurance carrier shall be and is hereby irrevocably instructed in accord ance herewith. Such insurance proceeds shall be appl ied in accordance with the Leas e Agreement which provides that Tenant and City will cause the net proceeds of an y insurance claim to be applied to the prompt repair, restoration, modification, improvement or replacement of the damaged, destroyed, or defective portion of the Project or othe rwise used to pay Project Costs, including increases in the Project Costs or, at their di scretion solely in accordance with the Lease Agreement, Tenant and City may elect not to repa ir, reconstruct or replace the damaged, destroyed, or defective portion of the Project and thereupon shall cause said proceeds to be used for the redemption of Outstanding Bonds pursuant to the provisions of the Indenture. If, prior to the Substantial Completion of the Project, Tenant and City direct that such proceeds be applied to the repair, restoration, modif ication, improvement or replacement of the damaged, destroyed, or defective portion of the Project, Developer shall proceed diligently to reconstruct and restore the Project in ac cordance with the Contract Documents and the provisions of this Agreement, and City shall direct that such proceeds deposited in the Insurance and Condemnation Proceeds Fund estab lished under the Indenture, shall be disbursed to Developer in accordance with t he provisions of Section 9 herein and the Indenture for payment of progress payments, for payment of the costs to repair and restore the Project in accordance with the Indenture. All costs of such repair or restoration of the Project exceeding the amount of the insuranc e proceeds shall be paid in accordance with the Lease Agreement, and Developer shall not be responsible for any such costs.

Condemnation. In the event of a partial condemnation of the Project to the extent that the Project may still be constructed in accordance with the Contract Documents, or may be constructed in accordance with the Contract Documents as modified by changes acceptable to City and Developer, D eveloper shall proceed dilig ently to construct the Project in accordance with the Contract Documents, as modified, if applicable. Any such partial condemnation proceeds shall be deposited in the Insuran ce and Condemnation Proceeds Fund established under the Indenture and applied in ac cordance with the Lease Agreement and, as applicable, disbursed in accordance with the provisions of Section 9 above. In the event of a condemnation of all of the Project or so much thereof that the Project may no longer be construc ted in accordance with the Con tract Documents, this Agreement shall terminate, Developer shall be paid for all cost s incurred as of the date of

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such condemnation (including cost s that Developer is obligated to pay third parties as of that date, together with a pro rata portion of the Developer’s Fixed Overhead and the Developer’s Fixed Fee), and the parties shall have no further obligations hereunder. In such event, after Developer has been paid in accordance with the for egoing sentence, all condemnation proceeds shall be applied by the Trustee pursuant to the Indenture.

22. Payment of Taxes/Assessments.

Real Property Taxes . Any and all real property taxes and assessments (including leasehold excise tax) levied against the Land and th e Project or any portion thereof shall be paid by City. Notwithstanding anything to the contrary contained in this Agreement, Developer shall have no liability whatsoever for any real property taxes or assessments (including any leasehold excise tax).

Other State and Local Taxes . Except as otherwise provided in Section

22.1, Developer shall pay any and all state and local taxes assessed in connection with the Project, including, but not limited to, state and local retail sales taxes as part of the Project GMP. Developer shall complete all necessary tax returns relating to such taxes and file the same with the applicable state or local governmental agency and remit, on or before the date such tax payment is due, payment of such state and local t axes to the proper taxing authority.

23. Default and Termination.

Developer Default . The following events shall constitute an “ Event of Default” by Developer if the same shall continue uncured after expiration of the applicable notice and cure periods set forth herein, if any:
(a) Material Default: If Developer shall fail to perform any mater ial obligation under this Agreement;
(b) Persistent Failure: If Developer persistently or repeatedly refuses or fails to cause to be supplied to the Project enough properly skilled workers or proper materials to complete the Project, or if Developer ceases work on the Project for a period of fourteen (14) consecutive days (subject to Unavoidabl e Delays or City- Caused Delays);
(c) Misappropriation: If Developer misappropriates any funds received by Developer pursuant to the provisions of this Agreement; (d) Disregarding Laws: If Developer persistently disregards and fa ils to comply with laws, ordinances or rules, regulations or orders of a public authority having jurisdiction over the Project;
(e) Failure to Pay: If Developer fails to make any payments requir ed for the Project to the General Contractor, Architect or otherwise and such failure is a breach of the GC Contract or Architect’s Agreement or other applicable contract, and such failure to pay is not caused by City’s unexcused failure to pay Developer;

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(f) Permit Revoked: If, due to the wrongful actions of Developer, any Permit required for construction of the Project shall be revoked or canceled; (g) Liens: If there shall occur any lien or other encumbrance on t he Land or the Project caused by Deve loper which is not bonded and removed in accordance with Section 19 above; provided, however, that if th e lien or other encumbrance results from City failing to pay the Project Costs or other costs that are the responsibility of City und er this Agreement, as and whe n due, then Developer is not required to bond or remove such lien or encumbrance; (h) Defective Work: If there sh all have occurred defective workmanship or materials within the Project which is not cured within the time period provided in Section 7.11 of this Agreement;
(i) Assignment: If Developer shall have assigned, pledged or encumbered its rights, duties or obligations under this Agreeme nt in violation of Section 25.6 of this Agreement; or
(j) Bankruptcy: If Developer files a petition for bankruptcy or if it makes a general assignment for the benefit of Developer’s creditors, or if a receiver is appointed on account of Developer’s insolvency and any such petition or appointment is not dismissed within sixty (60) days.

City Remedies upon Developer Event of Default . Upon any Event of Default by Developer, City shall give Developer written notice of the same, whereupon following receipt of such written notice Developer shall have t hirty (30) calendar days within which to commence all necessary action to cure any such Event of Default, (and if such cure is commenced, proceed to diligently complete such cur e within a reasonable period of time), except with respect to Events of Default set f orth in Section 23.1(c) and (h) for which the cure period sh all be ten (10) business days, or Section 23.1(i) for which no cure period exists beyond the time period stated therein; pr ovided however, that such cure period shall not apply to failure of Developer to achieve Substantial Completion of the Project on or before the Developer Obligation Date for the Project. If Developer fails to cure such Event of Default within the time period set forth above, City shall be entitled to the following remedies:
(a) Completion of the Project: To take over and complete the Proje ct, City is hereby irrevocably appointed attorney-in-fact (the appo intment being coupled with an interest) to enfo rce contracts or agreements th eretofore made by Developer and to do any and all things that are necessary and p roper to complete the Project and be entitled to us e the undisbursed Project Fund proceeds to pay Project Costs;
(b) Specific Performance: In addition to a claim for damages for s uch breach or default, and in addition to and without prejudice to any other right or remedy available under this Agree ment or at law or in equity, t o commence an action for specific performance of this Agreement;

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(c) Withhold: To withhold approval of further disbursement of Bond proceeds;
(d) Damages: To bring an action for damages; or
(e) Termination: To terminate this Agreement without liability upo n ten (10) days written notice. Upon receipt of written notice f rom City of a termination for cause, Developer shall cease operations as dire cted by City in the notice and take all actions necessary, or as City directs, for the protection and preservation of the work.

City Default. The following shall constitute an “Event of Default” by City if the same shall continue uncured after expiration of the applicable notice and cure periods set forth herein, if any:
(a) Failure to Pay: City fails to cause Trustee to make disbursements to Developer of any sum of money owed to Developer pursuant to this Agreement as and when due, including without limitation, all monies due and owing from the Project Costs Account unless Developer shall have committed an uncured Event of Default as set forth in Section 23.1 above.
(b) Assignment: City shall have assigned, pledged or encumbered it s rights, duties or obligations under this Agreement in violation of Section 25.6; or (c) Material Default: City shall have failed to perform any other material obligation under this Agreement.

Developer Remedies Upon City Event of Default . Upon any Event of Default by City, Developer shall give City written notice of the same. Upon receipt of such written notice City shall have thirty (30) calendar days to cur e any such Event of Default, except with respect to Events of Default set forth in Section 2 3.3(a) for which the cure period shall be five (5) business days. In the event City fails to cure such Event of Default within said period, Developer shall be entitled to stop all work relating to the Project (and any resulting delays w ill be an City-Caused Delay), if Develope r so desires and shall further be entitled to pursue its rights and remedies at law an d in equity under this Agreement, including without lim itation, specific performance o f City’s obligations hereunder.

Remedies Not Exclusive . No remedy conferred upon either party in this Agreement is intended to be exclusive of any other remedy herei n or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. City and Developer waive claims against each other for consequential damages arising out of or relating to this Agreement. This mutual waiver includes, without limitation: (a) damages incurred by City for rental expenses, for losses of use, income, profit, financi ng, business and reputation, and for loss of management or employee productivity or of the s ervices of such persons; and (b) damages incurred by Devel oper for principal office over head and expenses including the compensation of per sonnel stationed there, for lo sses of financing, business

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and reputation, loss of bonding capacity, and for loss of profi t, except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party’s termination of this Agreement, but this waiver of consequential damages will not be deemed to preclude (1) an award of liquidated damages or (2) damages covered by any applicable insurance cove ring City, Developer, General Contractor, the Contractors, the Work, or the Project ( including any amounts not covered by such policies or any amounts subordinate to or inclu ded within such policy limits for which any insured is s elf-insured or has a deductibl e obligation under any applicable policy), it being the intent of the parties to not w aive their right to recover insurance proceeds that they would otherwise be entitled to rec over in the absence of the waiver of consequential damages.

Termination for Convenience of City . Notwithstanding any other provision of this Agreement, City may at any time and without c ause terminate this Agreement, in whole or in part, upon not less than 90 days written notice to the Developer.

Such termination shall be effected by delivery of a Notice of T ermination to Developer specifying the effective date of the termination, whether this Agreement shall be terminated in whole or in part, and, if applicable, the portion of work to be terminated. Developer shall immediately stop work in acc ordance with the Notice of Te rmination and comply with any other direction as may be specified in the Notice of T ermination or as provided subsequently by City. City shall pay Developer for the work co mpleted and accepted by City prior to the effective date of the termination, unpaid but earned portions of fees to Developer, General Contractor, Consultants, Architect, and Cont ractors, plus any actual termination costs incurred (such as demobilization costs, costs to protect the work in place, early termination fees for the trailer, equipment, etc.) and su ch payment shall be Developer’s sole remedy. Under no circumstances will Developer be entitled to anticipatory or unearned profits, consequential damages, or other damages of any sort as a result of a termination in whole or in part under this provision. Developer shall require its General Contractor to insert in all Construction Contracts with Trade Contractors that (a) the Trade Contractors shall stop work on the date of, and, if applicable, the portion of work to be terminated in a Notice of Termination, (b) under no circu mstances will Trade Contractors be entitled to anticipatory or unearned profits, consequential damages, or other damages of any sort as a result of a termination in whole or in part under this provision (but will be entitled to work pe rformed through the date of ter mination and reasonable demobilization costs), and (c) shall require Trade Contractors to insert the same condition in any lower tier subcontracts.

Equitable Adjustment for Extended Delay . If, through no fault of Developer (e.g., Unavoidable Delays or City-Caused Delays), con struction of the work is stopped for (a) ninety (90) or more consecutive calendar days or, (b) in the aggregate, one hundred twenty (120) or more calendar days, then Developer may request that this Agreement be terminated (which the City can approve in its sole discretion). If this Agreement is not terminated by mu tual agreement, Developer will be entitled to an equitable adjustment to the Project GMP and/or Developer Obligation Date. The foregoing right to an equitable adjustment does not alter Developer’s rig h t t o m a k e a c l a i m f o r increases to the Project GMP and/or extensions of the Developer Obligation Date under Section 8 for delays less than the foregoing time frames, but r ather is intended to clarify

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that an extended delay as provided in the preceding sentence may have significant impacts on time and cost that require an equitable adjustment even if Developer was not otherwise entitled thereto (e.g., for Unavoi dable Delays, where Developer typically only receives time but not money). If the City and Developer cannot agree on the equitable adjustment, then the dispute will be resolved pursuant to the dispute resol ution procedures set forth in Section 24.

24. Disputes. City and Developer agree to fol low the independent resolution process set forth in this Section 24 to resolve disputes regarding preparation of the Construction Drawings and Detailed Specifications and changes to Construction Documen ts in an economic and time efficient manner so that such doc uments conform to the requirem ents of this Agreement, the Project Schedule is not adversely impacted, and the Project as constructed will satisfy the Project Requirements. If a dispute arises between City and Developer during the design or construction of the Project regarding the adequacy of any Drawings or Specifications or the responsibility for any costs associated with any design development, addition or chang e (e.g., whether any design development is consistent with the Project Requirements), the parties shall attempt to resolve such dispute as expeditiously as possi ble and shall cooperate so tha t the progress of the design and construction of the Project is not delayed. If, however, the parties are unable to resolve the dispute within five (5) business days, either party may, by delivering written notice to the other and the Trustee, refer the matter to a dispute resolution mediator as set forth on the attached Exhibit H. If either party to this Agreement brings an action to enforce the terms hereof or declare rights hereunder, the prevailing party in any such action or dispute s hall be entitled to recover its reasonable attorneys’ fees from the non-prevailing party. Pend ing resolution of the claim or dispute, Developer shall continue the work diligently to comple tion as directed by City. If the claim or dispute is not resolved, Developer agrees that it will neither rescind this Agreement nor stop the progress of the work provided that City continues to pay undisputed amounts.

25. Miscellaneous.

Waiver; Modification . No failure on the part of City or Developer to exercise any right or remedy unde r the Contract Documents shall operate as a waiver of any other right or remedy that City or Developer may have. A waiver by City or Developer of any breach or failure to perform under the Contract Document s shall not constitute a waiver of any subsequent breach or failure. The failure of City or Developer to enforce a requirement of the Contract Documents in one or more instances shall not preclude City or Developer from subsequently enforcing such requirement(s). No oral statement shall in any manner modify this Agreement. All changes to this Agreemen t must be in writing approved by both the City and Developer.

Neutral Authorship. In connection with the execution and delivery hereof, each party has been represented by counsel. Each of the provisions of this Agreement has been reviewed and negotiated, and represents the combined work product of both parties hereto. No presumption or other rules of construction which would interpret the provisions of this Agreement in favor of or against the party preparing the same shall be applicable in connection with the construction or interpretation of any of th e provisions of this Agreement.

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Severability. The provisions of this Agreement are severable. If any portion or portions of this Agreement is declared void or unenforceable, it shall not affect the other provisions of this Agreement.

Relationship of Parties. Developer and City shall not be construed as joint venturers or general partners, and neither shall have the power to bind or obligate the other party except as set forth in this Agreement. Nothing herein shall be construed as reserving to City the right to control Developer’s business.

Third Party Rights. The provisions of this Agreement are intended for the benefit of, and may only be enfor ced by the parties hereto and their respective successors and assigns, including, as to City, the Trustee. None of the ri ghts or obligations of the parties herein set forth (or implied) is intended to confer any claim, cause of action, remedy, defense, legal justification, indemnity, contribution claim, se t-off, or other right whatsoever upon or otherwise inure to the benefit of any Contra ctor, Architect, subcontractor, worker, supplier, mechanic, architect, insurer, surety, guest, member of the public, or other third parties having dealings with either of t he parties hereto or involved, in any manner, in the Project. Notwithstanding the foregoing, i f Developer fails to cause Substantial Completion of the Project to be achieved by the dat e set forth in the Project Schedule (subject to adjustment for Change Orders, Unavoidable Delays and City-Caused Delays as provided herein), Tenant shall be deemed a third part y beneficiary of this Agreement and may enforce the performance by Developer of its o bligations under this Agreement.

Assignment; Encumbrance or Pledge . Neither this Agreement nor any portion thereof may be assigned by Developer without express wr itten consent of City, which consent may be withheld in the exercise of its absolute d iscretion. Any attempted assignment contrary to the provisi ons of this Section shall be void. Notwithstanding the foregoing, claims for monies due or to become due to Developer from City under this Agreement may be assigned without the written consent of the City to a surety, bank, trust company, or other financial institution and may thereafter be further assigned or reassigned to any such institution. Neither this Agreement nor any rights or duties hereunder nor any benefits derived herefrom may be assigned, delegated, pledged or encumbered to any other person or entity by City without the express written consent of Developer, which consent may be withheld in the exercise of its absolute discretion, exc ept that City may assign its rights under this Agreement either to the Trustee pursuant to t he Indenture as security in connection with the financing described in Section 3 above.

Notices. Any notices or other communica tions required or permitted by this Agreement or by law to be se rved on, given to, or delivere d to either party hereto by the other party, shall be in writ ing and shall be deemed duly s erved, given, or delivered when personally delivered to the party to whom it is addressed or in lieu of such personal service, three (3) days after it is deposited in the United Sta tes mail, first-class postage prepaid, certified or registered, return receipt requested, add ressed as follows, or sent via electronic mail or facsimile transmission with received invoice followed by a “hard copy” mailed, regular mail, within one (1) business day to the email address or fax number listed as follows:

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City: City of Rialto
Attention: Henry Garcia, Interim City Manager
City of Rialto
150 S. Palm Avenue
Rialto, CA 92376
Phone: 909-820-2528
Email: [email protected]

with copy to:

Eric S. Vail, City Attorney

Burke, Williams & Sorensen, LLP
1770 Iowa Avenue, Suite 240
Riverside, CA 92507-2479
Phone: (951) 788-0100
Email: [email protected]
Developer: Griffin / Swinerton, LLC
Attention: Roger Torriero
1 Technology Drive, Building I, Suite 829
Irvine, California 92618
Phone: (949) 497-9000 x210
Email: [email protected]
with copy to:

The Rodarti Group
Attn: Keith Davis, Esq.
20 Enterprise, Suite 375
Aliso Viejo, CA 92656
Phone: (949) 831-0303
Email: [email protected]
E i t h e r p a r t y m a y c h a n g e i t s a d d r e s s f o r t h e p u r p o s e s o f t h i s s ection by giving written notice of such change to the other party in the manner provided in this Section.

Entire Agreement. This Agreement (and the Exhibits referred to herein) constitute the entire agreement between the parties with respect to the subject matter hereof and may be amended only in writing signed by both parties.

Time Is of the Essence. Time is of the essence of this Agreement.

Employees of Developer. Developer is acting under this Agreement as an independent contractor and nothing herein contained, or any acts of Developer or City, nor any other circumstances, shall be construed to establish Develo per as an agent of City.

Developer shall be responsible for each of Developer’s employee s or other persons performing services to be performed by Developer hereunder and for determining the

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manner and time of performance of all acts to be performed by D eveloper hereunder.

Developer shall maintain all required industrial and worker’s c ompensation insurance for all employees of Developer and shall cause all Contractors, Arc hitect and all design professionals and other persons, firms and corporations employe d to perform services in connection with the Project to provide worker’s compensation and similar insurance with respect to their respective employees.

Exhibits. The Exhibits to this Agreement , which are hereby incorporate d by this reference, are:

Exhibit Description Partial Section Reference
A Le gal Description of Land Recitals; Section 1
B Pro ject Labor Agreement Section 5.4
C Intentionall y omitted
D Breakdown of Project GMP Sections 1, 4.4, 4.7, 6.1, 7.7,

8.17, 9.1, 9.7, 11.1, 11.3,

12.4 E Index of Approved Design Development
Documents
Sections 1, 8.16
F Pro
ject Schedule Sections 1, 6.3
G Developer’s Insurance Requirements Sections 15.1, 16
H Dispute Resolution Procedure Sections 8.7, 24, 25.16
I Developer’s Qualifications, Exclusions, and
Allowances
Section 1
J Final Completion form Sections 1, 7.8
K Special Inspections and Testin g Section 1
L Certificate of Substantial Completion Sections 1, 12.2 M Form of Performance and Payment Bonds; Dual
Obligee Rider
Section 7.3
N Form of Pro ject Application for Payment Sections 1, 9.1 O Intentionall y omitted
P Cit y-Approved Procurement Plan Sections 2.7, 5.2
Compliance with Civil Rights Laws . During the performance of this Agreement, Developer shall comply with all federal and applicable state nondiscrimination laws, including but not limited to: Title VII of the Civil Rights Act, 42 U.S.C. § 12101 et seq.; and the ADA; and the provisions of the Lease Agreement th at are applicable to Developer’s performance of this Agreement. In the performance of this Agreement, Developer shall neither engage in nor permit its Contractors to engage in discrimination against any employee or applicant for employment on any basis l isted in California Government Code Section 12940, including but not limited to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gend er expression, age, sexual orientation, or military and vete ran status, as those bases are c u r r e n t l y d e f i n e d i n Government Code Sections 12926 and 12926.1, or as they may be m odified. This prohibition shall pertain to emp loyment, upgrading, demotion, o r transfer; recruitment advertising; layoff or termination; rates of pay and other forms of compensation; selection

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for training, including apprenti ceship; and any other action or inaction pertaining to employment matters.

Public Records Act . Pursuant to the California Public Records Act (“CPRA”), Government Code Sections 6250 et seq., all records provided by Developer to City are subject to public disclosure upon request except as ot herwise provided by law.

Prior to their submission to City, and within ten (10) days of receiving a Public Records Act Request, Developer shall identify any records it believes a re exempt from disclosure, identify the applicable CPRA exemption, and mark or otherwise c onspicuously identify those documents as CONFIDENTIAL. If the disclosure of such rec ords is subsequently requested or determined by City to be required, City will notify Developer of such request or determination. Unless Developer obtains a protective order issued by a court restricting disclosure of the requested records, City may disclose the reco rds if City determines that the Public Records Act requires disclosure. Developer shall ind emnify and defend City in any action to compel disclosure of such records that Developer has identified as exempt from CPRA and requested City not to disclose.

Patent Infringement. Developer shall promptly report to City any notice or claim of patent infringement arising from the performance of this Agreement. Developer shall, upon City’s request, furn ish to City any and all informa tion in Developer’s possession relevant to such notice or claim. Developer shall indemnify City from any and all claims or lawsuits on account of any patent infringement ar ising out of Developer’s performance of this Agreement, a nd shall pay any judgment rende red against City, its officers, or its employees resulting from such claim or lawsuit , except in cases where the patent infringement arises from an item specified by City. If City requires Developer to include a product in the Construction Documents, and the City-required product results in a patent infringement claim against Developer, then City shall indemnify Developer from any and all claims or lawsuits on account of any patent infringement arising out of the City- required product, and shall pay any judgment rendered against D eveloper, its officers, or its employees resulting from such claim or lawsuit.

Governing Law; Venue. This Agreement and all provisions hereof shall be interpreted in accordance with the laws of the State of California in effect on the date of execution of this Agreement. The Superior Court of San Bernard ino County, State of California shall have exclusive j urisdiction and venue over any legal action arising under this Agreement, except only to the extent that Exhibit H provides otherwise.

Securing Worker’s Compensation Insurance Certification. Developer, by executing this Agreement, hereby certifies: “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insur ed against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
Employee Eligibility Verification . Developer hereby certifies that it complies with all applicable laws and regulations regarding the eligibility of its employees to work in the United States, and that all of its employees per forming work under this

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Agreement meet all citizenship or immigration status requiremen ts to do so. Developer shall obtain all documentation n e c e s s a r y t o v e r i f y t h e e m p l o y m ent eligibility status of covered employees as described by U.S. Citizenship and Immigrat ion Services Form I-9.

Developer shall retain such documentation for the period prescr ibed by law. Developer shall indemnify, defend with counsel approved in writing by Cit y, and hold harmless the City, its agents, officers, and employees from any sanctions or liability that may be assessed in connection with any violation of federal or State laws or re gulations pertaining to the eligibility for employment of any of Developer’s employees perf orming work under this Agreement.

Section 179D Allocation. Intentionally omitted.
[Remainder of page intentionally left blank.]

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DATED the day and year first above written.

CITY: CITY OF RIALTO

By:

Name:

Its:

DEVELOPER: GRIFFIN / SWINERTON, LLC,
a Delaware limited liability company

By:

Name: Roger Torierro
Its: Principal

By:

Name: Korin Crawford
Its: Executive Vice President

EXHIBIT A

LEGAL DESCRIPTION

The land referred to herein is situated in the State of California, County of San Bernardino and described as follows:

Property Address:
128 N Willow Avenue, Rialto, CA 92376
APN: 0130-191-11-0-000

Parcel 1 of Parcel Map No. 13781 in the City of Rialto, as shown by map on file in Book 167

of the minerals and mineral ores of every kind, including all petroleum, oil, natural gas and other hydrocarbon substances and products together with rights of ingress and egress beneath the surface of said land below the surface of 500 feet by Deed recorded August 5, 1966 in Book 6675Page 129 of Official Records.

APN: 0130-191-11-0-000
(End of Legal Description)

Exhibit B
4872-5819-4561 v1

EXHIBIT B
Project Labor Agreement

Exhibit C
4872-5819-4561 v1

EXHIBIT C
Intentionally omitted

Exhibit D
4872-5819-4561 v1

EXHIBIT D
Breakdown of Project GMP

EXHIBIT D

PROJECT DEVELOPMENT GUARANTEED MAXIMUM PRICE (GMP)

CITY OF RIALTO POLICE STATION
Date: October 27, 2023

COMPONENT
PHASE 2

DESIGN AND

CONSTRUCTION COMMENTS
1 A/E SERVICES
AE Basic Fee 3,170,410 $ LPA comprehensive fee Law enforcement space planning - $ Included in Basic Fee LEED consulting services - $ Included in Basic Fee Reimbursables - $ Included in Basic Fee 2 MISC CONSULTANTS
Structural peer review 15,000 $
Commissioning, Enhanced Commissioning, and MEP peer review 72,850 $ tk1sc contract - add $19,000 for LEED Enhanced scope Security systems design (CCTV, access control, intrusion) - $ Included in AE Basic Fee Roofing and waterproofing peer review 5,000 $
Dry utility coordination (telco, cable, ISP) 16,600 $ Morrow As-Built Communications Cabling Infrastructure - $ Done in Phase 1 ADA peer review 4,000 $
Field revisions 75,000 $ Allowance 3 GEOTECHNICAL SERVICES
Design Fee for completion of CD's, final reports 5,000 $ Leighton Consulting 4 CONSTRUCTION SERVICES
Base Project Construction Costs - Buildings and Site 63,548,549 $ This amount includes the Allowances below 1 Builder's Risk Insurance 409,217 $ Per city direciton GC Payment and Performance Bond 406,711 $
5 TESTING AND INSPECTION
Soils Testing (Geotechnical Inspections) 100,000 $ Leighton Consulting Materials Testing (Deputy Inspections) 200,000 $ Twining Consulting, including essential facility requirements Roofing and waterproofing Inspections 10,000 $
Lead and asbestos abatement observation, soil management plan, testing, clearance report 40,129 $ Exterior envelope inspections - $ Included in Base Project Construction Cost Archeo/Paleo site observation - $ Excluded 6 FIXTURES, FURNISHINGS, AND EQUIPMENT ALLOWANCE
Interior Furniture (Desks, Chairs, Files, Appliances) 1,800,000 $ Owner's Allowance Site furnishings - $ Included in Base Project Construction Cost 7 UTILITY COMPANY CONNECTION SERVICES AND FEES
Electrical - $ Excluded
ISP, Cable TV - $ Excluded
8 COUNTY, CITY, AND ALL AGENCY HAVING JURISDICITON FEES NIC All permits and fees are excluded 9 MISC OWNER COSTS
Insurance - City Liability - $ Excluded Builders Risk insurance - $ Included under Construction Services 10 DEVELOPMENT AND CONSTRUCTION MANAGEMENT
Legal 50,000 $
Reimbursables 10,000 $ Allowance
Developer's Overhead 1,582,121 $ Fixed Overhead Developer Contingency 3,493,923 $
Developer's Fee 2,167,189 $ Fixed Fee - Developer Contingency is excluded from the basis Insurance 736,878 $ Based on $10/$1,000 11 CITY CONTINGENCY 1,000,000 $ Per City direction TOTAL DEVELOPMENT PHASE GMP $ 78,918,577
PROJECT TOTAL (based on forecast final cost of Phase 1) $ 82,914,927 1Allowances included in Base Project Construction Cost
Wall Graphics $ 25,000
Remove and dispose of the (1) 280 gallon underground fuel storage tank $ 75,000 Remove and dispose of existing furniture in PD building $ 60,000 AV system complete $ 2,500,000

Exhibit E
4872-5819-4561 v1

EXHIBIT E
Index of Approved Design Development Documents

RIALTO POLICE STATION

EXHIBIT E - INDEX OF DESIGN DOCUMENTS
23-Oct-23
100% DD Drawings prepared by LPA, Inc.

Project specifications, prepared by AWC WEST, dated 09.14.2023 GMP Pricing Package
SHEET NO. DRAWING DESCRIPTION ISSUE DATE

03. Basis of Design
23_0824 Rialto PD - Narrative 1 - Memorial BOD

23_0824 Rialto PD - Narrative 2 - Range BOD

Pages 1 - 43 23-0518_Rialto PD_SD_BOD
DD Package to supersede SD BOD in event of conflicting information. 5/18/2023

04. Supplemental reports
Asbestos and Lead
Pages 1 - 12 0081.1010.0 Rialto PD Visual Inspection Report 4/11/2023 Pages 1 - 22 0081.1010.0_Rialto_Police_Dept_Ltd_Lead_Sampling_Report_LF_JS 8/16/2023 Pages 1 - 4 23_0428 Composite Utility Markup-FEI REPLY (002) Pages 1 - 1008 0081.1008.0_Phase_I_ESA 3/16/2023
Pages 1 - 171 0081.1012.0_Limited_Phase_II_Report 5/26/2023 1997-003ALT -2
SHEET 1 OF 2 ALTA/NSPS LAND TITLE SURVEY 2/28/2023
SHEET 2 OF 2 ALTA/NSPS LAND TITLE SURVEY 2/28/2023
Pages 1 - 81 2023-03-10 Griffin Rialto PD Geotechnical Exploration 3/10/2023 Annex Site

06. Swinerton Schedule and Logistics
Pages 1 - 6 2023.08.28 - Rialto Police Station - P04A - Remaining Activities_R1 8/26/2023 08 Addenda
Addendum 01 - Updated Geotech Report
Pages 1 - 85 2023-09-07 Revised Griffin Rialto Geotechnical Exploration_13799.001 3/10/2023 Addendum 02 - Electrical Single Line
E4.01 Single Line Diagram 8/24/2023
Addendum 03 - 100%DD Set
23_0824 Rialto PD - Narrative 1 - Memorial BOD

23_0824 Rialto PD - Narrative 2 - Range BOD

23_0914 Rialto PD - 100_ Design Development Drawings 9/14/2023 G0.00 COVER SHEET 9/14/2023
G0.10 SHEET INDEX 9/14/2023
G0.20 GENERAL PROJECT INFORMATION 9/14/2023
G0.31 TYPICAL ACCESSIBILITY DETAILS 9/14/2023

G0.32 TYPICAL ACCESSIBILITY DETAILS 9/14/2023
G0.40 CALGREEN 9/14/2023
G1.20 SITE FIRE ACCESS PLAN 9/14/2023
G2.00 CODE ANALYSIS 9/14/2023
G2.01 BUILDING 1 -FIRST FLOOR CODE ANALYSIS & EGRESS PLAN 9/14/2023 G2.02 BUILDING 1 -SECOND FLOOR CODE ANALYSIS & EGRESS PLAN 9/14/2023 G2.03 BUILDING 2 -FIRST FLOOR CODE ANALYSIS & EGRESS PLAN 9/14/2023 G2.20 FIREPROOFING DIAGRAM 9/14/2023
G3.00 BUILDING 1 -GENERATORSUPPORTED SPACES 9/14/2023
1 OF 3 TITLE SHEET 9/14/2023
2 OF 3 DEMOLITTION PLAN 9/14/2023
3 OF 3 DEMOLITTION PLAN 9/14/2023
1 OF 6 TITLE SHEET 9/14/2023
2 OF 6 NOTES AND QUANTITIES 9/14/2023
3 OF 6 DEMOLITION PLAN 9/14/2023
4 OF 6 STREET PLAN 9/14/2023
5 OF 6 SEWER CONNECTION PLAN 9/14/2023
6 OF 6 WATER CONNECTION PLAN 9/14/2023
1 OF 15 TITLE SHEET 9/14/2023
2 OF 15 GENERAL NOTES AND QUANTITIES 9/14/2023
3 OF 15 GRADING PLAN 9/14/2023
4 OF 15 GRADING PLAN 9/14/2023
5 OF 15 STORM DRAIN PLAN 9/14/2023
6 OF 15 STORM DRAIN PLAN 9/14/2023
7 OF 15 UTILITY PLAN 9/14/2023
8 OF 15 UTILITY PLAN 9/14/2023
9 OF 15 HORIZONTAL CONTROL, PAVING, STRIPING AND SIGNAGE PLAN 9/14/2023 10 OF 15 HORIZONTAL CONTROL, PAVING, STRIPING AND SIGNAGE PLAN 9/14/2023 11 OF 15 EROSION CONTROL PLAN 9/14/2023
12 OF 15 EROSION CONTROL PLAN 9/14/2023
13 OF 15 DETAILS 9/14/2023
14 OF 15 DETAILS 9/14/2023
15 OF 15 DETAILS 9/14/2023
L0.01 LANDSCAPE NOTES AND SCHEDULES 9/14/2023
L0.02 OVERALL SITE PLAN 9/14/2023
L1.01 MATERIALS PLAN 9/14/2023
L1.02 MATERIALS PLAN 9/14/2023
L2.01 LAYOUT PLAN 9/14/2023
L2.02 LAYOUT PLAN 9/14/2023
L3.01 ENLARGEMENT PLAN 9/14/2023
L4.01 SECTION AND ELEVATIONS 9/14/2023
L4.02 SECTION AND ELEVATIONS 9/14/2023
L4.03 SECTION AND ELEVATIONS 9/14/2023
L4.04 SECTION AND ELEVATIONS 9/14/2023
L5.01 CONSTRUCTION DETAILS 9/14/2023
L5.02 CONSTRUCTION DETAILS 9/14/2023
L5.03 CONSTRUCTION DETAILS 9/14/2023
L5.04 CONSTRUCTION DETAILS 9/14/2023
L5.05 CONSTRUCTION DETAILS 9/14/2023
L6.0 1 IRRIGATION PLAN 9/14/2023
L6.0 02 IRRIGATION PLAN 9/14/2023
L6.03 IRRIGATION LEGEND & NOTES 9/14/2023
L6.04 IRRIGATION DETAILS 9/14/2023
L6.05 IRRIGATION DETAILS 9/14/2023
L6.06 IRRIGATION DETAILS 9/14/2023
L7.01 PLANTING PLAN 9/14/2023

L7.02 PLANTING PLAN 9/14/2023
L7.03 PLANTING DETAILS 9/14/2023
A0.01 SITE PLAN 9/14/2023
A0.10 ENLARGED TRASH ENCLOSURE PLAN & ELEVATIONS 9/14/2023 A1-2.01 FIRST FLOOR PLAN 9/14/2023
A1-2.02 SECOND FLOOR PLAN 9/14/2023
A1-2.03 ROOF PLAN 9/14/2023
A1-2.11 FIRST FLOOR EDGE OF SLAB PLAN 9/14/2023
A1-2.12 SECOND FLOOR EDGE OF SLAB PLAN 9/14/2023
A1-2.13 ROOF EDGE OF DECK PLAN 9/14/2023
A1-2.21 FIRST FLOOR FINISH PLAN 9/14/2023
A1-2.22 SECOND FLOOR FINISH PLAN 9/14/2023
A1-2.31 FIRST FLOOR REFLECTED CEILING PLAN 9/14/2023
A1-2.32 SECOND FLOOR REFLECTED CEILING PLAN 9/14/2023
A1-2.41 FIRST FLOOR EQUIPMENT/FURNITURE PLAN 9/14/2023
A1-2.42 SECOND FLOOR EQUIPMENT/FURNITURE PLAN 9/14/2023 A1-3.00 EXTERIOR ELEVATIONS 9/14/2023
A1-3.01 EXTERIOR ELEVATIONS 9/14/2023
A1-3.10 BUILDING SECTIONS 9/14/2023
A1-3.11 BUILDING SECTIONS 9/14/2023
A1-3.20 WALL SECTIONS 9/14/2023
A1-3.21 WALL SECTIONS 9/14/2023
A1-3.22 WALL SECTIONS 9/14/2023
A1-3.23 WALL SECTIONS 9/14/2023
A1-4.01 FIRST FLOOR RESTROOM PLANS 9/14/2023
A1-4.02 FIRST FLOOR RESTROOM ELEVATIONS 9/14/2023
A1-4.05 FIRST FLOOR MEN'S LOCKER & RESTROOM PLANS 9/14/2023 A1-4.06 FIRST FLOOR MEN'S LOCKER & RESTROOM PLANS 9/14/2023 A1-4.07 FIRST FLOOR MEN'S LOCKER & RESTROOM ELEVATIONS 9/14/2023 A1-4.08 FIRST FLOOR MEN'S LOCKER & RESTROOM ELEVATIONS 9/14/2023 A1-4.10 FIRST FLOOR WOMEN'S LOCKER & RESTROOM PLANS 9/14/2023 A1-4.11 FIRST FLOOR WOMEN'S LOCKER & RESTROOM ELEVATIONS 9/14/2023 A1-4.15 SECOND FLOOR RESTROOM PLANS 9/14/2023
A1-4.16 SECOND FLOOR RESTROOM ELEVATIONS 9/14/2023
A1-4.17 SECOND FLOOR RESTROOM ELEVATIONS 9/14/2023
A1-4.20 LOBBY PLAN 9/14/2023
A1-4.21 LOBBY ELEVATIONS 9/14/2023
A1-4.25 DETENTION PLAN 9/14/2023
A1-4.26 DETENTION PLAN 9/14/2023
A1-4.27 DETENTION ELEVATIONS 9/14/2023
A1-4.28 DETENTION ELEVATIONS 9/14/2023
A1-4.30 CANOPY AT MAIN ENTRY -ENLARGED PLANS 9/14/2023
A1-4.31 CANOPY AT SECURE ENTRY -ENLARGED PLANS 9/14/2023 A1-4.32 CANOPY AT SALLY COURT -ENLARGED PLANS 9/14/2023 A1-5.00 FIRST FLOOR INTERIOR ELEVATIONS 9/14/2023
A1-5.01 FIRST FLOOR INTERIOR ELEVATIONS 9/14/2023
A1-5.02 FIRST FLOOR INTERIOR ELEVATIONS 9/14/2023
A1-5.10 SECOND FLOOR INTERIOR ELEVATIONS 9/14/2023
A1-5.11 SECOND FLOOR INTERIOR ELEVATIONS 9/14/2023
A1-5.12 SECOND FLOOR INTERIOR ELEVATIONS 9/14/2023
A2-2.01 FIRST FLOOR PLAN 9/14/2023
A2-2.02 ROOF PLAN 9/14/2023
A2-2.11 FIRST FLOOR EDGE OF SLAB PLAN 9/14/2023
A2-2.12 ROOF EDGE OF DECK PLAN 9/14/2023
A2-2.21 FIRST FLOOR FINISH PLAN 9/14/2023
A2-2.31 FIRST FLOOR REFLECTED CEILING PLAN 9/14/2023

A2-2.41 FIRST FLOOR EQUIPMENT PLAN 9/14/2023
A2-3.01 EXTERIOR ELEVATIONS 9/14/2023
A2-3.10 BUILDING SECTIONS 9/14/2023
A2-3.20 WALL SECTIONS 9/14/2023
A2-3.21 WALL SECTIONS 9/14/2023
A2-4.01 FIRST FLOOR RESTROOM PLANS 9/14/2023
A2-4.20 ANIMAL CONTROL PLAN & ELEVATIONS 9/14/2023
A2-4.30 CANOPY AT SUPPORT BLDG -ENLARGED PLANS 9/14/2023 A2-5.00 INTERIOR ELEVATIONS 9/14/2023
A6.10 DOOR SCHEDULE 9/14/2023
A6.11 DOOR SCHEDULE 9/14/2023
A6.20 EXTERIOR OPENING TYPES 9/14/2023
A6.21 EXTERIOR OPENING TYPES 9/14/2023
A7.01 STAIR #1 -ENLARGED PLANS AND SECTIONS 9/14/2023
A7.02 STAIR #2 -ENLARGED PLANS AND SECTIONS 9/14/2023
A7.03 STAIR #3 -ENLARGED PLANS AND SECTIONS 9/14/2023
A7.10 STAIR DETAILS 9/14/2023
A7.11 STAIR DETAILS 9/14/2023
A7.20 ENLARGED ELEVATOR PLANS AND SECTIONS 9/14/2023
A7.30 ELEVATOR DETAILS 9/14/2023
A7.40 ROOF ACCESS DETAILS 9/14/2023
A7.50 ENLARGED SHAFT PLANS 9/14/2023
A7.51 ENLARGED SHAFT PLANS 9/14/2023
A8.00 FOUNDATION AND UNDERGROUND WATERPROOFING DETAILS 9/14/2023 A8.01 FOUNDATION AND UNDERGROUND WATERPROOFING DETAILS 9/14/2023 A8.10 EXTERIOR ASSEMBLIES 9/14/2023
A8.20 ROOF DETAILS 9/14/2023
A8.30 EXTERIOR DOOR DETAILS 9/14/2023
A8.31 EXTERIOR DOOR DETAILS 9/14/2023
A8.40 EXTERIOR GLAZING DETAILS 9/14/2023
A8.41 EXTERIOR GLAZING DETAILS 9/14/2023
A8.60 CANOPY DETAILS 9/14/2023
A9.00 FINISH SCHEDULE 9/14/2023
A9.01 PARTITION TYPES 9/14/2023
A9.02 PARTITION TYPES 9/14/2023
A9.07 FIRESTOPPING 9/14/2023
A9.08 FIRESTOPPING 9/14/2023
A9.09 FIRESTOPPING 9/14/2023
A9.10 INTERIOR OPENING TYPES 9/14/2023
A9.12 INTERIOR MISCELLANEOUS DETAILS 9/14/2023
A9.20 CEILING DETAILS 9/14/2023
A9.21 CEILING DETAILS 9/14/2023
A9.30 CASEWORK/ MILLWORK DETAILS 9/14/2023
A9.40 RESTROOM DETAILS 9/14/2023
A9.50 FINISH DETAILS 9/14/2023
A9.60 SECURITY DETAILS 9/14/2023
A9.61 SECURITY DETAILS 9/14/2023
SG1.01 SITE SIGNAGE PLAN 9/14/2023
SG2.01 FIRST FLOOR SIGNAGE PLAN 9/14/2023
SG2.02 SECOND FLOOR SIGNAGE PLAN 9/14/2023
SG2.03 SUPPORT BLDG -SIGNAGE PLAN 9/14/2023
SG3.01 SIGNAGE SCHEDULE 9/14/2023
SG3.02 SIGNAGE SCHEDULE 9/14/2023
SG4.01 SIGNAGE DETAILS 9/14/2023
SG4.02 SIGNAGE DETAILS 9/14/2023
SG4.03 SIGNAGE DETAILS 9/14/2023

S0.01 GENERAL NOTES 9/14/2023
S0.02 GENERAL NOTES 9/14/2023
S0.11 TYPICAL FOUNDATION AND SOG DETAILS 9/14/2023
S0.21 TYPICAL STRUCTURAL STEEL DETAILS 9/14/2023
S0.22 TYPICAL METAL DECKING DETAILS 9/14/2023
S0.23 TYPICAL STEEL & ROOF DETAILS 9/14/2023
S0.24 STEEL DETAILS 9/14/2023
S0.25 TYPICAL HSS CONNECTION DETAILS 9/14/2023
S0.26 CANOPY DETAILS 9/14/2023
S0.31 TYPICAL CMU DETAILS 9/14/2023
S0.32 CMU DETAILS 9/14/2023
S0.51 TYPICAL TILT-UP PANEL DETAILS 9/14/2023
S0.52 TYPICAL TILT-UP PANEL DETAILS 9/14/2023
S0.53 TYPICAL STEEL & FLOOR DETAILS 9/14/2023
S0.54 TYPICAL TILT-UP PANEL DETAILS 9/14/2023
S0.55 TYPICAL TILT-UP PANEL & MISC. DETAILS 9/14/2023
S0.56 TYPICAL STEEL & FLOOR DETAILS 9/14/2023
S0.91 TYPICAL LIGHT GAUGE FRAMING SCHEDULES and ELEVATIONS 9/14/2023 S0.92 TYPICAL LIGHT GAUGE METAL FRAMING DETAILS 9/14/2023 S0.93 TYPICAL LIGHT GAUGE METAL FRAMING DETAILS 9/14/2023 S1.01 SITE DETAILS 9/14/2023
S1.02 SITE DETAILS 9/14/2023
S1-2.00 OVERALL PLAN 9/14/2023
S1-2.01 FOUNDATION FRAMING PLAN 9/14/2023
S1-2.02 SECOND FLOOR FRAMING PLAN 9/14/2023
S1-2.03 ROOF FRAMING PLAN 9/14/2023
S1-2.04 MECH'L SCREEN FRAMING PLAN 9/14/2023
S1-2.11 CANOPY PLAN 9/14/2023
S1-2.12 CANOPY PLAN 9/14/2023
S1-2.13 CANOPY PLAN 9/14/2023
S1-3.01 WALL PANEL ELEVATIONS 9/14/2023
S1-3.02 WALL PANEL ELEVATIONS 9/14/2023
S1-3.03 BRACE FRAME ELEVATIONS 9/14/2023
S1-3.04 BRACE FRAME ELEVATIONS 9/14/2023
S2-2.01 FOUNDATION FRAMING PLAN 9/14/2023
S2-2.02 ROOF FRAMING PLAN 9/14/2023
S2-2.03 MECH'L SCREEN FRAMING PLAN 9/14/2023
S2-3.01 WALL PANEL ELEVATIONS 9/14/2023
S2-3.02 WALL PANEL ELEVATIONS 9/14/2023
S7.01 STAIR FRAMING PLANS 9/14/2023
S7.11 TYPICAL STAIR DETAILS 9/14/2023
S7.12 TYPICAL PRE-CAST STAIR DETAILS 9/14/2023
S9.01 TYP. EQUIPMENT ANCHORAGE DETAILS 9/14/2023
S9.02 TYP. EQUIPMENT ANCHORAGE DETAILS 9/14/2023
S9.03 TYP. EQUIPMENT ANCHORAGE DETAILS 9/14/2023
M0.10 MECHANICAL LEGENDS AND GENERAL NOTES 9/14/2023
M1-0.20 MECHANICAL SCHEDULES 9/14/2023
M1-0.21 MECHANICAL SCHEDULES 9/14/2023
M1-2.01 MECHANICAL FIRST FLOOR PLAN 9/14/2023
M1-2.02 MECHANICAL SECOND FLOOR PLAN 9/14/2023
M1-2.03 MECHANICAL ROOF PLAN 9/14/2023
M1-4.01 MECHANICAL FIRST FLOOR ZONING PLAN 9/14/2023
M1-4.02 MECHANICAL SECOND FLOOR ZONING PLAN 9/14/2023
M1-5.01 MECHANICAL ENLARGED PLANS AND SECTIONS 9/14/2023 M2-0.20 MECHANICAL SCHEDULES 9/14/2023
M2-2.01 MECHANICAL FIRST FLOOR PLAN 9/14/2023

M2-2.02 MECHANICAL ROOF PLAN 9/14/2023
M2-3.01 MECHANICAL FIRST FLOOR PIPING & CONTROL PLAN 9/14/2023 M2-3.02 MECHANICAL ROOF PIPING & CONTROL PLAN 9/14/2023 M2-4.02 MECHANICAL FIRST FLOOR ZONING PLAN 9/14/2023
M2-5.01 MECHANICAL ENLARGED PLANS AND SECTIONS 9/14/2023 P0.10 PLUMBING LEGENDS AND GENERAL NOTES 9/14/2023
P1.10 PLUMBING SITE PLAN 9/14/2023
P1-0.20 PLUMBING FIXTURE SCHEDULES 9/14/2023
P1-2.00 UNDERGROUND PLUMBING PLAN 9/14/2023
P1-2.01 PLUMBING FIRST FLOOR DRAINAGE PLAN 9/14/2023
P1-2.02 PLUMBING SECOND FLOOR DRAINAGE PLAN 9/14/2023
P1-2.03 PLUMBING ROOF PLAN 9/14/2023
P1-3.01 PLUMBING FIRST FLOOR WATER PLAN 9/14/2023
P1-3.02 PLUMBING SECOND FLOOR WATER PLAN 9/14/2023
P1-4.01 ENLARGED PLUMBING PLANS 9/14/2023
P1-4.02 ENLARGED PLUMBING PLANS 9/14/2023
P1-4.03 ENLARGED PLUMBING PLANS 9/14/2023
P1-4.04 ENLARGED PLUMBING PLANS 9/14/2023
P2-0.20 PLUMBING FIXTURE SCHEDULES 9/14/2023
P2-2.00 UNDERGROUND PLUMBING PLAN 9/14/2023
P2-2.01 PLUMBING FIRST FLOOR DRAINAGE PLAN 9/14/2023
P2-2.02 PLUMBING ROOF PLAN 9/14/2023
P2-3.01 PLUMBING FIRST FLOOR WATER PLAN 9/14/2023
P2-4.01 ENLARGED PLUMBING PLANS 9/14/2023
P6.01 DETAILS 9/14/2023
P6.02 DETAILS 9/14/2023
E0.00 ELECTRICAL LEAD SHEET 9/14/2023
E0.01 ELECTRICAL SITE PLAN 9/14/2023
E0.02 ELECTRICAL SITE DEMOLITION PLAN 9/14/2023
E1-2.01 FIRST FLOOR POWER PLAN 9/14/2023
E1-2.02 SECOND FLOOR POWER PLAN 9/14/2023
E1-2.03 POWER ROOF PLAN 9/14/2023
E1-2.31 FIRST FLOOR LIGHTING CEILING PLAN 9/14/2023
E1-2.32 SECOND FLOOR LIGHTING CEILING PLAN 9/14/2023
E2-2.01 FIRST FLOOR POWER PLAN 9/14/2023
E2-2.03 POWER ROOF PLAN 9/14/2023
E2-2.31 IRST FLOOR LIGHTING CEILING PLAN 9/14/2023
E4.01 SINGLE LINE DIAGRAM 9/14/2023
E4.03 FEEDER SCHEDULE AND TRANSFORMER SCHEDULE 9/14/2023 E4.04 ELECTRICAL ROOM DETAIL 9/14/2023
E4.10 LIGHTING CONTROL PANEL 9/14/2023
E4.11 DISTRIBUTED LIGHTING CONTROL SCHEDULE & PRODUCT SPECIFICATIONS 9/14/2023 E4.12 DISTRIBUTED LIGHTING CONTROL SPECIFICATIONS 9/14/2023 E4.14 UPS SCHEDULE 9/14/2023
E4.16 GENERATOR SCHEDULE 9/14/2023
E4.17 GENERATOR SPECIFICATIONS 9/14/2023
E4.19 ATS SCHEDULE AND SPECIFICATION 9/14/2023
E4.20 TVSS, MOTOR CONTROL CENTER, BUS DUCT 9/14/2023
E7.01 FLOOR BOX DETAILS 9/14/2023
E7.02 MISCELLANEOUS DETAILS 9/14/2023
E7.03 MISCELLANEOUS DETAILS 9/14/2023
E7.04 MISCELLANEOUS DETAILS 9/14/2023
LT0.01 LIGHT FIXTURE SCHEDULE 9/14/2023
LT1.00 SITE LIGHTING PLAN 9/14/2023
T0.00 TECHNOLOGY LEAD SHEET 9/14/2023
T0.01 TECHNOLOGY SITE PLAN 9/14/2023

T1-2.01 FIRST FLOOR TECHNOLOGY PLAN 9/14/2023
T1-2.02 SECOND FLOOR TECHNOLOGY PLAN 9/14/2023
T1-2.04 FIRST FLOOR SECURITY PLAN 9/14/2023
T1-2.05 SECOND FLOOR SECURITY PLAN 9/14/2023
T1-2.31 FIRST FLOOR TECHNOLOGY CEILING PLAN 9/14/2023
T1-2.32 SECOND FLOOR TECHNOLOGY CEILING PLAN 9/14/2023
T1-2.33 FIRST FLOOR SECURITY CEILING PLAN 9/14/2023
T1-2.34 SECOND FLOOR SECURITY CEILING PLAN 9/14/2023
T1-3.01 TECHNOLOGY BUILDING ELEVATIONS 9/14/2023
T1-4.01 TECHNOLOGY ENLARGED INTERVIEW ROOM LAYOUT 9/14/2023 T1-4.02 TECHNOLOGY ENLARGED ROOM LAYOUT 9/14/2023
T1-4.03 TECHNOLOGY ENLARGED ROOM LAYOUT 9/14/2023
T2-2.01 FIRST FLOOR TECHNOLOGY PLAN 9/14/2023
T2-2.02 FIRST FLOOR SECURITY PLAN 9/14/2023
T2-2.31 FIRST FLOOR TECHNOLOGY CEILING PLAN 9/14/2023
T2-2.32 FIRST FLOOR SECURITY CEILING PLAN 9/14/2023
T2-3.01 TECHNOLOGY BUILDING ELEVATIONS 9/14/2023
T2-4.01 TECHNOLOGY ENLARGED ROOM LAYOUTS 9/14/2023
T6.01 TECHNOLOGY DETAILS RACK ELEVATIONS 9/14/2023
T7.01 TECHNOLOGY FACEPLATE DETAILS 9/14/2023
T7.02 TECHNOLOGY ERRCS DIAGRAM 9/14/2023
T7.03 TECHNOLOGY 2-WAY COMM AREA OF REFUGE SYSTEM 9/14/2023 T7.04 TECHNOLOGY DETAILS 9/14/2023
T7.05 TECHNOLOGY DETAILS 9/14/2023
T7.06 SECURITY CAMERA SCHEDULE 9/14/2023
T7.07 CAMERA MOUNTING DETAILS 9/14/2023
T7.08 ACCESS CONTROL DETAILS 9/14/2023
T7.09 FIRESTOPPING DETAILS 9/14/2023
AV0.00 AUDIO VISUAL LEAD SHEET 9/14/2023
AV1-2.01 FIRST FLOOR AUDIO VISUAL PLAN 9/14/2023
AV1-2.02 SECOND FLOOR AUDIO VISUAL PLAN 9/14/2023
AV1-2.31 FIRST FLOOR AUDIO VISUAL CEILING PLAN 9/14/2023 AV1-2.32 SECOND FLOOR AUDIO VISUAL CEILING PLAN 9/14/2023 AV2-2.01 FIRST FLOOR AUDIO VISUAL PLAN 9/14/2023
AV2-2.31 FIRST FLOOR AUDIO VISUAL CEILING PLAN 9/14/2023 AV4.01 AUDIO VISUAL SINGLE LINE DIAGRAMS 9/14/2023
AV4.02 AUDIO VISUAL SINGLE LINE DIAGRAMS 9/14/2023
AV4.03 AUDIO VISUAL SINGLE LINE DIAGRAMS 9/14/2023
AV4.04 AUDIO VISUAL SINGLE LINE DIAGRAMS 9/14/2023
AV4.05 AUDIO VISUAL SINGLE LINE DIAGRAMS 9/14/2023
AV5.01 AUDIO VISUAL DISPLAY ELEVATIONS 9/14/2023
AV6.01 AUDIO VISUAL EQUIPMENT RACK ELEVATIONS 9/14/2023 FA0.00 FIRE ALARM SPECIFICATIONS 9/14/2023
FA0.01 FIRE ALARM DETAILS 9/14/2023
FA1-2.01 FIRST FLOOR FIRE ALARM PLAN 9/14/2023
FA1-2.02 SECOND FLOOR FIRE ALARM PLAN 9/14/2023
FA2-2.01 FIRST FLOOR FIRE ALARM PLAN 9/14/2023
23_0928 Rialto PD - Narrative 3 - Patrol Armory
016 – Patrol Armory
A1-2.41 FIRST FLOOR EQUIPMENT/FURNITURE PLAN 9/28/2023
A1-2.42 SECOND FLOOR EQUIPMENT/FURNITURE PLAN 9/28/2023 23_0914 Rialto PD - Narrative 4 - Server Room Cooling
017 – Server Room Cooling
A1-2.01 FIRST FLOOR PLAN 8/24/2023
Pages 1 - 5 23_0914 Rialto PD - Narrative 5 - Telescoping Gate

23_0919 Rialto PD - Narrative 6 - Enclosed Exec Admin
23_0928 Rialto PD - Narrative 7 - Support Building Shift 23_0914_Rialto PD_100_ Design Development Specs
COVER SHEET SPECIFICATIONS VOLUME 1 OF 2: DIVISION 00 TO 09 9/14/2023 00 01 10 - 1 TABLE OF CONTENTS 9/14/2023
DIVISION 01 GENERAL REQUIREMENTS
01 10 00-1 SUMMARY OF WORK 9/14/2023
01 13 13-1 DELEGATED DESIGN REQUIREMENTS 9/14/2023
01 21 00-1 ALLOWANCES 9/14/2023
01 25 00-1 SUBSTITUTION PROCEDURES 9/14/2023
01 26 13-1 REQUESTS FOR INTERPRETATION 9/14/2023
01 31 00-1 PROJECT MANAGEMENT AND COORDINATION 9/14/2023 01 31 19-1 PROJECT MEETINGS 9/14/2023
01 31 33-1 COORDINATION DRAWINGS 9/14/2023
01 32 00-1 CONSTRUCTION PROGRESS DOCUMENTATION 9/14/2023 01 32 33-1 PHOTOGRAPHIC DOCUMENTATION 9/14/2023
01 33 00-1 SUBMITTAL PROCEDURES 9/14/2023
01 42 00-1 REFERENCES 9/14/2023
01 43 00-1 QUALITY ASSURANCE 9/14/2023
01 43 39-1 MOCKUPS AND FIELD SAMPLES 9/14/2023
01 45 16-1 CONTRACTOR QUALITY CONTROL 9/14/2023
01 50 00-1 TEMPORARY FACILITIES AND CONTROLS 9/14/2023
01 56 39-1 TemporaryTreeandPlantProtection 9/14/2023
01 58 13-1 TEMPORARY PROJECT SIGNAGE 9/14/2023
01 60 00-1 PRODUCT REQUIREMENTS 9/14/2023
01 64 00-1 OWNER-FURNISHED PRODUCTS 9/14/2023
01 73 00-1 EXECUTION 9/14/2023
01 73 29-1 CUTTING AND PATCHING 9/14/2023
01 74 00-1 CLEANING 9/14/2023
01 74 19-1 CONSTRUCTION WASTE MANAGEMENT AND DISPOSAL 9/14/2023 01 77 00-1 CLOSEOUT PROCEDURES 9/14/2023
01 78 23-1 OPERATION AND MAINTENANCE DATA 9/14/2023
01 78 36-1 WARRANTIES AND BONDS 9/14/2023
01 78 39-1 PROJECT RECORD DOCUMENTS 9/14/2023
01 79 00-1 DEMONSTRATION AND TRAINING 9/14/2023
DIVISION 03 CONCRETE
03 10 00 - 1 Concrete Forming and Accessories 9/14/2023 03 20 00 - 1 Concrete Reinforcing 9/14/2023
03 30 00 - 1 Cast-in-Place Concrete 9/14/2023
03 35 10 - 1 CONCRETE FLATWORK FINISHING AND CURING 9/14/2023 05 41 23 - 1 PRECAST CONCRETE STAIRS 9/14/2023
03 47 13 - 1 Tilt-Up Concrete 9/14/2023
03 54 16 - 1 HYDRAULIC CEMENT UNDERLAYMENT 9/14/2023
DIVISION 04 MASONRY
04 20 00 - 1 UnitMasonry 9/14/2023
DIVISION 05 METALS
05 05 13 - 1 SHOP-APPLIED STEEL PRIMER 9/14/2023
05 05 14 - 1 SHOP-APPLIED FLOUROPOLYMER COATINGS 9/14/2023 05 12 00 - 1 Structural Steel Framing 9/14/2023
05 21 00 - 1 Steel Joist Framing 9/14/2023
05 31 00 - 1 Steel Decking 9/14/2023
05 40 00 - 1 Cold-Formed Metal Framing 9/14/2023
05 50 00 - 1 METAL FABRICATIONS 9/14/2023
05 51 00 - 1 METAL STAIRS 9/14/2023
05 51 34 - 1 LADDERS 9/14/2023