Agenda packet — Roseville City Council, March 15, 2023 (part 3 of 13)

TABLE OF CONTENTS

TABLE OF CONTENTS
SECTION 00 31 46 PERMITS
SECTION 01 10 00 SUMMARY OF WORK
SECTION 03 30 00 SITE CONCRETE
SECTION 12 93 00 SITE FURNISHINGS
SECTION 32 31 13 CHAIN LINK FENCING
SECTION 32 84 00 IRRIGATION SYSTEM
APP

ENDICES
A: Permits (provided by the City/Project Owner)

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SECTION 00 31 46

PERMITS
PART 1 - GENERAL

1.01 General Requirements
A. The requirements set forth in the General Conditions shall be in addition to the standards provided herein.

B. The requirements set forth in the Supplemental Conditions shall be in addition to the standards provided herein.

C. The intent of this Section is to furnish bidders with the known list of required permits for the Work under the Contract Documents . Bidders should note that the list is not necessarily complete and that additional requirements may exist or arise.

1.02 Permits
A. The Contractor shall obtain copies of the following permits from the Project Manager. Copies of these shall be obtained prior to start of work and shall be kept on the jobsite.

1. State Water Resources Control Board General Permit for Discharges of Storm Water Associated with Construction Activity:

The City has prepared and submitted the SWPPP and Notice of Intent (NOI) to the State Water Resources Control Board. Prior to starting construction, Contractor shall obtain coverage under and comply with the General Permit for Discharges of Storm Water Associated with Construction Activity (Construction General Permit Order 2009- 0009-DWQ). The City will prepare and submit the NOT when permanent BMP’s have been installed.

2. City of Roseville Department of Development Services, Grading Permit for all Work related to this project.

B. Contractor shall comply with the conditions of these permits, and will be solely responsible for all costs associated with meeting permit conditions unless specifically specified otherwise in these Contract Documents.

C. A copy of the permit is included in the Appendix of the Project Manual. A trench/excavation permit must be on file with the City. Submit a copy of the notification letter to CAL OSHA, which outlines the project, and contracted scope of work.

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PART 2 - PRODUCTS
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PART 3 - EXECUTION
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END OF SECTION

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SECTION 01 10 00

SUMMARY OF WORK
PART 1 - GENERAL

1.01 General
A. The requirements set forth in the General Conditions shall be in addition to the standards provided herein.

B. The requirements set forth in the Special Conditions shall be in addition to the standards provided herein.

1.02 Project Description
A. Project Name and address:

Central Park – 10200 Fairway Drive, Roseville CA
Crabb Park – 1000 Scarborough Drive, Roseville CA
Maidu Park – 1550 Maidu Drive, Roseville CA
B. Project description/scope of work:

The scope of this project includes …The addition of warning track and outfield fence for Central Park and Crabb Park, and perimeter fencing for Maidu Park soccer fields and aggragate walking shoulder along bike trail. Renovation of the irrigation system to reflect the fence and warning track additions at all locations.

C. The Contractor, prior to submission of his bid, shall visit the site and become familiar with the physical site conditions, the plans and specifications . All existing site conditions, apparent in a detailed, on- site inspection, shall be a part of the project . Submission of a bid shall represent the Contractor’s acknowledgment of the existing site conditions and its effect on the implementation of the contract documents.

1.03 Engineering
A. Field Engineering, as a part of this contract, shall include:

1. Layout of the work and establishment of lines and grades.

2. Said work to be performed by a California Registered Civil Engineer or a California licensed Land Surveyor.

3. When discrepancies between the drawings and actual site conditions are discovered, notify the Inspector for instruction on how to proceed.

4. All work shall:
a) Establish indicated layout in relation to the property survey and existing reference points.

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b) Establish and preserve permanent reference points during the course of construction.
c) Set locations and elevations of all site elements as required for proper completion of the work.

1.04 Permits, Fees and Notices
A. The Contractor and/or his assigned Subcontractors shall obtain any and all required permits (beyond those provided in the Appendix) from all governing authorities, including other City Departments, prior to start of construction.

1.05 Construction Plans
A. Any discrepancies or omissions found in the Contract Documents shall be reported to the City’s project manager immediately. The City’s project manager will clarify discrepancies or omissions, in writing, within a reasonable time.

B. In resolving inconsistencies among two or more sections of the Contract Documents, precedence shall be given in the following order:

1. Notice to Contractors

2. Special Provisions

3. City of Roseville Parks Construction Standards

4. City of Roseville Design and Construction Standards

5. Drawings
Addenda shall take precedence over all sections referenced therein. Figure dimensions on Drawings shall take precedence over scale dimensions .

Detailed Drawings shall take precedence over general Drawings.

1.06 Definitions
A. The term “accepted” where used within, shall mean accepted in writing by the City of Roseville’s Project Manager.

B. The term “Inspector”, where noted, shall mean the project representative, appointed by the City of Roseville, who will oversee the project on a day -to- day basis.

C. The term “Project Manager”, where noted, shall mean the project representative appointed by the Parks Department.

D. The term “Consultant”, where noted, shall mean the prime Consultant listed on the cover sheet of these Specifications.

E. The term “accepted equal”, where used herein, shall mean the equal in the opinion of the Project Manager, in consultation with the Consultant, when necessary, and as accepted in writing by the Project Manager.

F. The term “Project Owner”, where used herein, shall mean the landowner or developer.

G. The term “provide”, where used herein, shall mean furnish and install complete.

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H. The term “as selected”, where used herein, shall mean as selected by the Consultant and as accepted by the Project Manager.

I. The term “substantially complete”, where used herein, shall mean the state of which the project can be used in the manner of which it is intended with the exception of minor items as determined by the Project Manager.

J. See Section 1 of the General Conditions for additional definitions and terms.

1.07 Standards
A. Numerous standards are referenced in these contract documents . The referenced standards shall be the current edition as of the date of these contract documents. Also, see Section 4 - 1.02 of the General Conditions.

B. The codes adopted by the City, County, State and federal agencies shall govern minimum requirements for this project. Where codes conflict with these Specifications, the more stringent shall apply, and such conflicts shall be brought to the attention of the Project Mana ger. Caltrans Standards shall be applied where specifically referenced . In the absence of specific reference requirements in the contract documents, the applicable codes shall govern.

C. In addition to the standards noted in individual sections of these Specifications, standards of the following organizations shall be noted by initials only.

1. ANSI: American National Standards Institute.

2. ASTM: American Society for Testing and Materials.

1.08 Submittals
A. All submittals shall be submitted at one time within ten (10) working days from issuance of Notice to Proceed. The review time for submittals shall be as noted in Section 2 - 1.04 of the Special Conditions . Items returned for re - submittal shall be returned to the City within two weeks
B. The Contractor shall include a cover sheet indicating the following (A sample is provided in Section 5: Forms):

1. Drawing sheet or specification section reference (by section, paragraph and sub-paragraph numbers);

2. Item description;

3. Indication whether this item is “as specified” or “proposed substitution” and

4. A space for itemized response summary, e.g. “reviewed” or “resubmit”.

C. Contractor shall provide submittals electronically in PDF file format and physical product samples as required in specifications. It shall be the Contractor’s responsibility to ensure that the summary sheet is included in the submittal package. Incomplete submittal packages (i.e., the lack of a summary sheet or lack an appropriate product sample) will not be reviewed.

D. Proposed substitution requests must include a compari son between the originally specified item and the proposed substitute. The burden of proof of

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compliance for proposed substitutions with project requirements rests with the Contractor. Coordination of the installation of accepted substitutions, including incidental changes/modifications to accommodate proposed products shall be at no additional cost to the Owner.

E. Where required in specified Section of these Specifications, submittals shall include proof of order of site furnishings, play equipment or other materials within two weeks (ten working days) of receipt of the returned, approved submittal. Submittals of orders shall be made at one time. Exceptions will be considered, with justification.

1.09 Tests
A. In addition to Section 4 - 1.03 of the General Conditions, testing and inspections may be performed by a private testing laboratory . The testing laboratory, provided by the City, shall be under the direction of a California registered civil engineer. All work shall conform to requirements set forth by ASTM B329, and shall be acceptable to the City.

B. Copies of the laboratory reports/results of each test or inspection shall be provided to the Project Manager, Inspector and Contractor.

1.10 Temporary Facilities
A. Sanitary provisions shall be the responsibility of the Contractor . Existing restroom facilities shall be not utilized by the Contractor, his Sub-contractors, or employees thereof, unless specifically accepted by the Project Manager .

Provide chemical toilets or water closets and urinals connected to the sewer in a location accepted by the Project Manager.

B. Barricades shall be the responsibility of the Contractor and shall be erected as necessary to protect the property, the construction and the public from hazards due to construction.

C. Signs, other than those identified in these Specifications, shall be prohibited .

Notices, required by law, shall be posted and maintained.

1.11 Utilities
A. All utility fees, including, but not limited to, connection fees, installation fees, meters, monthly service fees and cost of utilities used during the course of construction and establishment are considered a direct cost and are the responsibility of the Contractor until project acceptance by City Council.

1.12 Dust/Noise Control Requirements
A. Dust and other air pollution nuisances on or adjacent to the site shall be abated, per Section 2 - 1.07 of the General Conditions . Dirt shall not be allowed to accumulate on streets or sidewalks nor be washed into sewer.

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B. Noise from construction operations shall be kept to a minimum. Allowable hours of operations shall be from 7 a.m . to 7 p.m. Monday through Friday. Work on weekends and holidays must be approved by the project manager . Work on weekends and holidays shall not begin before 8 a.m . and must be completed by 8 p.m.

1.13 Tree Replacement Schedule
A. Trees damaged or removed without prior approval shall be replaced at an inch per inch basis on- site, except otherwise accepted. New stock shall follow the table provided:

Plant Size Inch Value
3 Five Gallon Stock One Inch
1 Fifteen Gallon Stock One Inch
1 24” Box Stock Two Inches
1 36” Box Stock Three Inches

1.14 Inspection of Construction
A. In addition to the routine inspections performed by the Parks Inspector, portions of work may be inspected by the other city department s. Notify the Parks Inspector and Project Manager a minimum of 48 hours prior to date of inspection.

B. The Parks Inspector shall be the main line of communication between the site superintendent, the project manager and other City department inspectors .

Changes in scope of work or standards shall be approved by the project manager.

C. Refer to the parks inspection record. This shall be issued at the Pre- Construction meeting and shall be utilized by the Contractor throughout the course of construction . A completed “hard card” shall be submitted to the Project Manager along with required turn in items (See 1.19 this Section) upon final acceptance of the project. The Notice of Completion shall not be filed until all record documents have been received and accepted.

1.15 Adverse Impacts to Site Conditions Due to Con struction A. Impacts that affect the site conditions to the detriment of the park or streetscape Impacts that affect the site conditions to the detriment of the park or streetscape construction or long term viability of the site shall be mitigated by the contractor prior to acceptance of the project . Such impacts shall include, but are not limited to:

1. Soil compaction in non-structural areas;

2. Diesel or gas fuel leaks/spillage;

3. Buried concrete or other construction debris;

4. Hazardous material contamination;

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5. Lime treatment in planting areas;

6. and more.

1.16 Pre-final (Punch List) Review
A. Notify, in writing, to the Parks Construction Inspector, that the work is substantially complete. Substantially complete is defined as “the state of work where it may be used in a suitable and intended manner with exception of minor corrections”. Partial acceptances will not be granted. Items to be reviewed as a part of substantial completion include:

1. All construction items

2. Installation of all site furnishings, including lights and signs

3. Seeding or sodding of all turf areas

4. All planting, including weeding of planted areas

5. The irrigation system is fully functioning as designed and as confirmed by the landscape irrigation audit.

B. Within five workings days of receipt of notification, the Parks Construction Inspector will confirm substantial completion. The Parks Construction Inspector will schedule the punch list walk (pre-final review) within five working days after the project has been determined as substantially complete. A formal punch list will be developed at the punch list walk. The Parks Construction Inspector will provide a copy of the formal punch list to the Contractor within five working days of punch list walk. Performance of the punch list walk does not automatically trigger the start of establishment.

1. If at any point during this review that it becomes apparent that the Contractor has not properly prepared for the site review, the inspection shall immediately be terminated and re-scheduled at such a time as the site has been readied for a review. Any costs for the re- scheduling of the review shall be the responsibility of the Contractor. Lack of site preparation could delay start of the establishment period.

C. Concurrent to the pre -final review, the City will make a formal request for all required turn-in items to be submitted to the City. All turn -in items shall be submitted to the City (single point of contact), at one time and only by appointment. Do not drop off the turn-in items at the front counter and without an appointment.

D. Once all turn-in items have been confirmed to be complete and accurate, the establishment period may be considered to begin. The City shall have sole discretion in determining the appropriateness of the commencement of the establishment period and shall notify the developer/contractor in writing of the start and end dates. Portions of the project will not be accepted for establishment prior to the substantial completion of the entire project.

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1.17 Establishment Period
A. The duration of the establishment period shall be:

1. For sodded turf in parks: Forty -five (45) calendar days commencing between March 1st and October 31st and sixty (60) calendar days commencing between November 1st and February 28th, and until the Notice of Completion (NOC) for City -built parks has been approved by the City Council, or the deed transferring property ownership, has been recorded at the County for Developer-built parks.

B. Active maintenance is required throughout the entire establishment period.

Active maintenance is defined as:

1. All areas within the project site shall be protected against damage including vandalism, erosion, trespass, rodents and other acts. Immediately repair all damaged areas.

2. All walkways and paved areas shall be kept clean and all debris within planting and turf areas shall be immediately removed.

3. Automatic irrigation controller shall be fully utilized and irrigation system monitored and adjusted as described in Section 32 84 00 4.03.

4. All plant and turf maintenance as described in Section 32 90 00 3.11 C. Prior to the start of the final thirty (30) days of establishment:

1. All punch list items shall be completed.

2. All certifications and testing shall be completed.

3. All plantings and turf shall be thriving and in a healthy condition.

4. The lack of active maint enance prior to the final thirty (30) days may constitute a delay in the start of the final thirty (30) days of the establishment period.

1.18 Final Review
A. One (1) week prior to the end of the establishment period, a final on-site review shall be conducted to review project readiness for final turn-over. All punch list items must be satisfactorily addressed prior to the final review.

B. The project shall be prepared and cleaned per Section 2 - 1.12 of the General Conditions; the turf shall be mowed; and the irrigation heads shall be adjusted appropriately one day prior to the scheduled final review.

C. Acceptance of the project shall be considered “field accepted” and a recommendation will be forwarded to the City Council for “final acceptance” per Section 7 - 1.01 of the General Conditions.

D. An unaccepted project shall extend the establishment period until such time as the unaccepted portions of the project have been reviewed and field accepted by the Inspector and Project Manager.

E. Turn over for City maintenance shall occur only after:

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1. The specified duration of the establishment period has been successfully completed.

2. If required, the deed transferring property ownership, has been recorded at the County.

3. A Notice of Completion (NOC) for city-built parks and for streetscapes has been approved by the City Council.

F. Contractor shall provide a written guarantee covering all improvements associated with this project. See 1.19 – Warrantees and Guarantees.

1.19 Record Documents
A. Record documents or as -built plans shall be maintained on- site and updated routinely as specified in Section 2 - 1.13 of the General Conditions . Record documents shall include all items under the contracted scope of work.

B. Record documents shall be submitted:

1. one full size set of final as -built drawings (verified/initialed by the Parks Inspector during the establishment period)

2. one set of 11 x 17 reductions of the complete as-built package; and

3. two sets 11 x 17 laminated reductions of the irrigation plan illustrating with colors the individual controller stations; and

4. one USB storage device containing PDF scanned images (in color) of the verified/initialed as-built drawings.

5. For City of Roseville CIP projects, SWPPP binder.

1.20 Warranties and Guarantees
A. Warranties are required under various Sections of these Specifications. Prior to final acceptance, the Contractor shall assemble all warranties into a single, bound or stapled package. All warrant ies shall be clearly labeled and the number of years highlighted. Also, see Sections 7 - 1.10 and 7 - 1.11 of the General Conditions.

1. Warranties for equipment shall be submitted in the manufacturer’s standard form and shall be countersigned by the subcontractor or supplier and the Contractor.

2. All other warranties shall be provided in the following format, written on subcontractor’s or supplier’s letterhead, signed by the subcontractor or supplier and countersigned by the Contractor:

WARRANTY FOR YEARS

“We hereby warrant that the product which we have installed at project name has been done in accordance with the contract documents, and that the work, as installed will fulfill the warranty requirements included in the Specifications.

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We agree to repair or replace any or all of our work, together with any other adjacent work which may be displaced by so doing, that may prove to be defective in its workmanship or material within the warranty period stated above commencing from the date of final acceptance of the above named project by the City of Roseville’s City Council, without additional expense to the City, ordinary wear and tear and unusual abuse or neglect excepted.

In the event of failure to comply with the above conditions within thirty (30) days of notification by the City, we collectively or separately do hereby authorize the City to proceed with the repairs or replacement of such defects at our expense. Payment of said costs and charges will be forwarded to the City upon demand.

Signed:

Subcontractor or Supplier Date

Countersigned:

Contractor Date
B. Guarantees shall be a minimum of one (1) year for all plant material, including trees and shrubs. The guarantee shall state that plant materials (trees & shrubs) to be free of all defects or disease and all plants are in a healthy and thriving condition at the completion of the contract. Deciduous plant material shall be warranted beyond the time of contract completion until such time as growth becomes evident.

PART 2 - PRODUCTS
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PART 3 - EXECUTION
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END OF SECTION

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SECTION 03 30 00

SITE CONCRETE
PART 1 - GENERAL

1.01 General Requirements
A. The requirements set forth in the General Conditions shall be in addition to the standards provided herein.

B. The requirements set forth in the Supplemental Conditions shall be in addition to the standards provided herein.

C. The standards set forth in the City of Roseville Design and Construction Standards and the City of Roseville Parks Construction Standards, latest editions, shall be in addition to the standards provided herein.

1.02 Description
A. Furnish all labor, materials and equipment for the complete installation of all concrete mowstrip as shown in the Plans and as specified herein.

1.03 References
A. Caltrans Standard Specifications, latest edition.

B. California Building Code (CBC) and California Administrative Code (Title 24), latest editions.

1.04 Quality Assurance
A. For all flatwork, the Contractor shall pour a six-foot by six-foot (6‟ x 6‟) sample of each type of finish specified for review and acceptance by the Project Manager prior to pouring any concrete. The accepted samples shall remain on- site and intact until all concrete work has been completed . The quality of the concrete work shall be measured by the accepted samples.

B. During the course of construction, a qualified testing laboratory shall obtain samples as determined by the Inspector and conforming to federal and state codes and standards . Such costs shall be paid for by the City . Re-tests and removal of below acceptable strength concrete shall be borne by the Contractor.

The Contractor shall cooperate with the testing during the course of obtaining such samples.

C. Variances in surface grades of more than 1/8”, as measured by a straight edge ten feet (10‟ ) long, shall be corrected to the satisfaction of the Inspector .

Remove all areas where standing water occurs, including any surface irregularities.

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1.05 Handling and Storage
A. Comply with ATSM C-94, “Specifications for Ready Mix Concrete” for the batch, mix and transport of concrete.

B. Mix and deliver only the amount that will be poured immediately.

1.06 Record Drawings
A. The Contractor shall keep an accurate record of the as -built conditions of the site concrete. These records shall be updated daily and kept at the construction site. At any time, the Inspector may examine the conditions of the “as-builts” to ensure compliance of the above.

PART 2 - PRODUCTS

2.01 Concrete
A. Concrete for mowstrips shall conform to the provisions of Section 90- 2 “Minor Concrete” of the Caltrans Standard Specifications. Cementitious material shall be „Type II Modified” and shall contain no less than 505 pounds of cementitious material per cubic yard. Aggregate shall be not greater than one-inch or smaller than 3/8- inch. Submit concrete analysis for review and acceptance prior to placement of concrete.

2.02 Concrete Forms
A. All forms shall be new at the start of the project and shall be construction grade Douglas Fir. Minimum size lumber shall be 2 x 6.

B. Radius bends shall be formed by spring steel forms or laminated boards, as required.

C. Plywood shall be 5/8”, Class I, exterior grade as outlined in APA “Guide to Plywood Grades”. Omit mill oiling treatment.

PART 3 - EXECUTION

3.01 Poured-In-Place Concrete Forms
A. Concrete for hardscape or flatwork shall be placed on subgrade compacted to 95% relative compaction. Prior to placement of concrete, a soils compaction test must be performed by an accepted soils testing professional on a representative number of locations along the flatwork area. The City or project owner shall provide the initial test. The results of these tests must be available and meet acceptable levels prior to pouring. Re-tests and re-work of any area, as directed by the soils professional, shall be the responsibility of the Contractor.

B. Construct forms to conform to the shapes, dimensions and details shown on the Plans. All forms shall be true to lines, plumb, level and square.

C. Forms shall not leak, spread, shift or settle when concrete is placed.

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D. All forms shall carry dead and live loads and shall not deflect more than 1/8” between supports after placement of concrete.

E. All forms shall be thoroughly soaked a minimum of twelve (12) hours prior to pouring of conc rete. Forms shall be treated per manufacturer’s recommendations.

F. Reuse of forms may be allowed at the discretion of the Inspector. Reused forms shall be cleaned and free of defects that would affect the final concrete finish.

G. Concrete footings shall be formed only when excavations slump or cave in.

Over-excavate the trench or footing diameter to accommodate the forms ’ installation and removal . Apply water to moisten soil . Do not allow water to create mud or ponding.

3.02 Placement of Concrete
A. Do not pour concrete in weather below 40 degrees F . or when temperatures are predicted to fall below freezing within 24 hours, except with prior authorization.

B. Concrete shall be transit mixed according to ASTM C -94. Limit the quantity of water to the required strength. Concrete shall be of a consistency that it flows slowly into the forms.

C. Mixing of concrete shall be continuous commencing from the time water is added to the mix until such time that the concrete is poured. All concrete shall be placed within an hour of the time when water is first added.

D. Concrete shall be deposited up to the finished height of the forms and up to the adjacent joint . No partial pours will be allowed. Excess material shall be dumped on-site and later removed by the Contractor.

E. Thoroughly compact the concrete manually spading and tamping concrete into all corners of the forms and by utilizing a high- speed mechanical vibrator .

Retain a standby vibrator on- site during the course of concrete work . When utilizing the vibrator, take precautions to avoid impact on the forms.

F. After obtaining uniform compaction, screen tamper all flatwork surfaces, screed and bull float to ensure that large aggregates are pushed below the surface .

When it is practical to work on the surface, wood float, steel trowel paving to a uniform surface.

G. Concrete elements shall not exceed the following tolerances:

1. Linear: 1/8”

2. Slab deviation: 1/8” in 10‟

3.03 Removal of Forms
A. Forms shall remain in place as follows:

1. For mass concrete work: 5 days.

2. For other flatwork and other concrete work: 3 days.

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B. Remove all bolts, nails, ties, wires, etc . a minimum of one inch (1”) below the surface of the concrete. Remove imprints, irregularities or other such defects and patch as directed by the Inspector.

3.04 Curing and Protection
A. Allow adequate time for the concrete to cure. In temperatures above 75 degrees F., ensure that the concrete surface remains wet for a period of seven (7) days minimum.

B. Protect all concrete from damage during the curing period. This shall include damage from sun, rain, flowing water, frost, mechanical injury, tire tracks, footprints, oil stains, etc . Should such damage occur, Contractor shall take immediate action to repair damage to the satisfaction of the City.

3.05 Clean-Up
A. During the course of this work, the area shall be kept clear and free of debris as realistically possible. Upon completion of concrete work, completely remove from the site all used forms, hardware, spillage, rejected work and other materials.

B. Remove from site furnishing posts all concrete “slobber” . Re-touch posts as necessary for a clean finish.

END OF SECTION

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SECTION 12 93 00

SITE FURNISHINGS
PART 1 - GENERAL

1.01 General Requirements
A. The requirements set forth in the General Conditions shall be in addition to the standards provided herein.

B. The requirements set forth in the Supplemental Conditions shall be in addition to the standards provided herein.

1.02 Description
A. Furnish all labor, materials and equipment for the complete installation of all site furniture, including play equipment and play surfacing, as shown on the Plans and as specified herein.

1.03 References
A. Nothing in the Plans or Specifications is to be construed to permit work not conforming to regulating codes and standards . The Contractor shall furnish without extra charge any material and labor, when required, by the compliance with these rules and regulations, even though the work was not mentioned in these particular Specifications or shown on the Plans.

1.04 Submittals
A. Submittals for specified items are required . The Contractor shall submit a materials summary sheet indicating which items will be installed as specified and which items are proposed for substitutions . The Contractor shall submit proof of order within ten (10) working days of the Notice to Proceed, indicating all specified materials have been ordered, noting “as specified” or “substitution proposed”. For the following items, also provide:

1. Infield Mix

1.05 Record Drawings
A. The Contractor shall keep an accurate record of the as -built conditions of the miscellaneous site amenities. These records shall be updated daily and kept at the construction site. At any time, the Inspector may examine the conditions of the “as-builts” to ensure compliance of the above.

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PART 2 - PRODUCTS

2.01 Materials
A. Infield Mix shall be 60/40 red lava/ screened clay mix as distributed by Cascade Rock, 916-383-1300 or accepted equal.

PART 3 - EXECUTION

3.01 Installation
A. Contractor to provide experienced workers or subcontractors to install all site furnishings, including the play equipment and play surfacing described in these Specifications. The workers or subcontractor must demonstrate that at least five (5) similar play structures and five (5) play surface applications similar to that specified for this project have been installed in the last three (3) years.

3.02 Cleaning
A. Thoroughly clean all areas where work has occurred. Remove from the site excess material, debris and rubbish.

B. Take all precautions to protect completed work . Immediately repair or replace all damaged areas due to tire ruts, erosion, compaction failure, etc . Keep all erosion control measures intact.

PART 4 - WARRANTY

4.01 General
A. Contractor shall warranty all site amenities included under this Section.

B. Contractor shall also provide a written warranty covering all materials, equipment and workmanship furnished by him to be free of all defects after installation is accepted, including all defective parts that may have been found.

C. Submit written warranty on company letterhead addressed to the City when providing As-built drawings.

D. Contractor shall submit to the City, upon completion of work, a Certificate of Compliance by a third party certified playground inspector for the installation of the play structure and safety surfacing . Certification shall include testing for compliance of ASTM 1292 (Impact Attenuation of Surfacing Systems under and around Play Equipment). All tests, including re-tests, shall be the responsibility of the Contractor. Submit all test results to the City.

E. Submit maintenance manual for poured-in-place resilient surfacing.

F. Contractor shall submit to the City, upon completion of work, a Certificate of Compliance from the manufacturer of the play structure for the installation of the play structure.

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G. Contractor shall submit to the City, upon completion of work, critical fall criterion used to certify all play surfacing material.

H. Attach cut sheets of installed items to the warranty.

END OF SECTION

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Section 32 31 13: Chain Link Fencing

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SECTION 32 31 13

CHAIN LINK FENCING
PART 1 - GENERAL

1.01 General Requirements
A. The requirements set forth in the General Conditions shall be in addition to the standards provided herein.

B. The requirements set forth in the Special Conditions shall be in addition to the standards provided herein.

1.02 Description
A. Furnish all labor, materials and equipment for the complete installation of the chain link fence system, including gates as shown on the Plans and as specified herein.

1.03 References
A. Caltrans Standard Specifications, latest edition.

PART 2 - PRODUCTS

2.01 General
A. Wire used in the fabric shall be galvanized and shall have a tensile strength of 80,000 lbs. Per square inch based on cross sectional areas of the wire. One sample shall be tested without removing bends caused by weaving of the wire with the mesh. A second test shall be conducted on a wire strand carefully straightened. The tensile strength is finally determined as the average reading between the two tests. Wire to match fabric selection.

B. Fabric shall be 1-3/4” 9-gauge nominal wire mesh, hot-dipped galvanized or black vinyl coated after weaving as shown on the plans . Conform to ASTM A392, with tensile strength as described in 2.01A above. Fabric shall be knuckled top and bottom with single width to full height of fence.

C. Ties/Fasteners shall be 9-gauge aluminum or black powder coated wire.

D. Fittings, clips, bolts, bands, bars, post tops/covers and other hardware necessary for a complete fence system shall be galvanized or black powder coated.

E. Where fencing is shown on the Plans to be black vinyl or powder coated, all appurtenances, including fabric, posts, rails, clips, bands, fittings, etc., necessary for a complete fence system shall be black vinyl or powder coated .

Vinyl or powder coating shall be the industry standard for this type of finish.

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2.02 Posts and Rails
A. Posts and rails shall be hot-dipped galvanized per ASTM A53 or black powder coated, to match fabric and as shown on the Plans. All posts shall be installed with moisture-proofed caps on the top.

B. Size and lengths of posts shall be as shown in the City of Roseville Design and Construction Standards PK-40, latest edition.

2.03 Gates
A. Fabric and finish to match fence.

B. Hinges and latches shall be industrial strength, heavy duty and shall fit snugly around post. Latches shall be lockable.

C. Size and lengths of posts shall be as shown in the City of Roseville Design and Construction Standards PK-40, latest edition.

PART 3 - EXECUTION

3.01 Post Installation
A. Posts are to be spaced evenly as shown on the City Standard and set plumb and true to lines with the top line uniform as shown in the City of Roseville Design and Construction Standards PK-40, latest edition.

B. All posts shall be set in concrete as shown in the City of Roseville Design and Construction Standards PK-40, latest edition.

C. Where nicks on vinyl or powder coated finished occurs due to installation, the Contractor shall re-finish and patch damaged areas immediately.

3.02 Fabric
A. Attach fabric using fabric bands or clips spaced approximately 14” apart.

Connections to top rails and tension wires shall utilize wire ties placed 24” on center.

B. For corner and vertical end connections, install stretcher bars banded to posts and gate frames at 24” apart (maximum).

C. All fabric to be stretched tight, free from sags and bulges.

3.03 Rails
A. For splices along the top rail, provide couplings every 20’ . The coupling shall produce a continuous brace from end to end of each stretch of fence. Install a heavy spring at every fifth coupling to allow for expansion or contraction.

B. Utilize the appropriate fittings to ensure that all rails are rigidly clamped to end and corner posts.

C. Clamp mid and bottom rails at each post.

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3.04 Gates
A. Gates shall be installed consistent with the City Standard detail . Verify grade conditions along the fence bottom to ensure proper use of the gate(s).

B. Gate openings shall be face- to-face dimensions and shall swing according to the Plans.

3.05 Cleaning
A. Thoroughly clean all areas where work has occurred. Remove from the site excess material, debris and rubbish.

B. Take all precautions to protect completed work . Immediately repair or replace all damaged areas due to tire ruts, erosion, compaction failure, etc . Keep all erosion control measures intact.

END OF SECTION

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Section 33 00 00: Utilities

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SECTION 32 84 00

IRRIGATION SYSTEM
PART 1 - GENERAL

1.01 General Requirements
A. The requirements set forth in the General Conditions shall be in addition to the standards provided herein.

B. The requirements set forth in the Supplemental Conditions shall be in addition to the standards provided herein.

1.02 Description
A. Furnish all labor, materials and equipment for the complete installation of an automated irrigation system, including all necessary appurtenances for proper operation, noted or implied, as shown on the Plans and as specified herein.

B. Water usage, meter costs, connection fees, testing and other associated utility costs are considered direct costs and is the responsibility of the Contractor until the project is accepted.

C. Installation of the water meter shall be by the City.

1.03 Related Work
A. Section 32 90 00: Planting
B. Section 26 00 00: Site Electrical

1.04 Quality Assurance
A. All work shall comply with local and state laws, codes, regulations and requirements which govern any portion or all of the work contained in this Section. These include, but are not limited to, the latest editions of:

1. City of Roseville Park Construction Standards,

2. City of Roseville Design and Construction Standards,

3. City of Roseville Electric Department Standard Specifications,

4. Local, state and federal electrical codes, manuals and guidelines, and

5. Local, state and federal plumbing codes, manuals and guidelines.

1.05 Submittals
A. Submittals for specified items are not required for Parks or Streetscape projects, unless specifically listed below. However, submittals are required for any proposed substitutions or deviations from the parks Plans or Specifications. For Streetscapes, no substitutions will be accepted. The Contractor shall submit a materials summary sheet indicating which items will be installed as specified

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and which items are proposed for substitutions . The Contractor shall submit proof of order within ten (10) working days of the Notice to Proceed, indicating all specified materials have been ordered, noting “as specified” or “substitution proposed”. Submittals are required on the following items:

1. Controller, Flow Sensor(s), and Master Valve(s).

2. Filter (Recycled water)

3. 1.06 Explanation of Drawings
A. The drawings are diagrammatic and do not reflect all offsets, fittings and other miscellaneous items required for a complete and operable irrigation system . It shall be the Contractor’s responsibility to investigate all existing site conditions, become thoroughly familiar with the site, and provide all labor, materials and equipment required for the installation of the irrigation system.

B. Avoid conflicts between other trades and the installation of the irrigation system.

Minor adjustments to avoid such conflicts shall be made in the field. Major discrepancies between actual field conditions and the Plans shall be brought to the attention of the Project Manager . The lack of notification shall indic ate that the Contractor assumes full responsibility for any revision deemed necessary to ensure proper installation.

1.07 Product Delivery, Handling and Storage
A. All materials shall be delivered bearing manufacturer’s label with size, type and model number (if applicable) clearly marked.

B. All pipe shall be delivered in a vehicle which allows the material to lie flat without concentrated weight or stress at any point.

C. Unload all materials with care so as to avoid damage. Store materials in a covered area and do not expose PVC pipe to extreme sun or heat. Store pipe lying flat.

D. Do not install any material that has been damaged. Replace all material found to be damaged.

1.08 Record Drawings
A. The Contractor shall keep an accurate record of the as -built conditions of the irrigation system . These records shall be updated daily and kept at the construction site. At any time, the Inspector may examine the conditions of the “as-builts” to ensure compliance of the above.

B. Dimensions shall be recorded from two (2) permanent points of reference.

C. The City may at its discretion withhold progress payments to the Contractor if the as-built records are not updated to the satisfaction of the City.

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PART 2 - PRODUCTS

2.01 General
A. All materials specified shall be new, bearing the brand name, type, serial numbers and model number as shown on the Plans and as specified herein, unless otherwise accepted in writing.

2.02 Backfill Material
A. Backfill shall be clean, screened, on- site material, free from organic material, large clods of earth and/or rock larger than one (1) inch in diameter, trash, debris, rubbish, tree trunks, broken concrete or asphalt and other unacceptable material.

B. Material larger than one (1) inch shall be removed from site and legally disposed. All removal shall be the responsibility of the Contractor.

2.03 Pipe
A. PVC Pressurized Mainline

1. For lines three inch (3”) or larger: polyvinyl chloride (PVC) 1120-1220, SDR 21, Class 200 rubber gasketed pipe, and NSF accepted per Standard No. 14, Type I, Grade I. Conform to:

Material ASTM
Pipe D1784, D2241
Rubber Gasket F477

2. For lines two and one half inches (2-1/2”) or smaller: Schedule 40 polyvinyl chloride (PVC) 1120-1220, and NSF accepted per Standard No. 14, Type I, Grade I. Conform to:

Material ASTM
Pipe D1784, D1785
B. PVC Non-Pressurized Lateral Lines

1. Schedule 40 polyvinyl chloride (PVC) 1120-1220, SDR 21.0, NSF accepted per Standard No. 14, Type 1, Grade II.

C. Recycled Water

1. Pipes shall meet the standards outlined in Sections 2.08 , A and B above, unless otherwise noted in the City of Roseville Design and Const ruction Standards for recycled water, latest edition.

2. All pipes containing recycled water shall be purple, NSF accepted and conform to the City of Roseville Design and Construction Standards, latest edition.

2.04 Fittings and Nipples
A. Fittings for Mainline Pipe:

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1. For all control valves on mainlines three inches (3”) and larger, use painted, ductile iron saddle taps with double stainless steel straps and nuts Model #202 by Romac Industries, Inc. or accepted equal.

2. For all other connections on mainlines three inches (3”) and larger mainline pipe, use glued schedule 80 fittings.

3. For all connections on mainlines two and one half inches (2-1/2”) or smaller, use glued schedule 40 fittings.

B. Fittings for Solvent Weld Pipe:

1. Schedule 40 for 2 ½” pipes or smaller and Schedule 80 for 3” pipe and larger polyvinyl chloride (PVC), standard weight, conforming to ASTM D2466- 73.

Use Schedule 80 for all recycled water systems.

2. Weld-on #P-70 primer and Weld-on #711 gray glue or accepted equal.

3. Teflon tape for all threaded PVC fittings.

C. Plastic Nipples shall be Schedule 80, Type 1, Grade 1, polyvinyl chloride (PVC), threaded at both ends, and conforming to ASTM D1784 - 85. Nipples shall be uniformly gray.

D. Fittings for Recycled Pipe:

1. Fittings shall meet the standards outlined in Sections 2.09, A, B and C above, unless otherwise noted in the City of Roseville Design and Construction Standards for recycled water, latest edition.

2.05 Swing Joints
A. Swings joints shall be as shown in the City Parks Construction Standard detail.

Schedule 40 threaded PVC triple swing joints or an accepted equal.

2.06 Electric Remote Control Valve
A. Sizes as shown on the Plans . All valves shall be Rainbird PEB series or accepted equal and shall contain the following:

1. a globe-type electric remote control, normally closed diaphragm type with slow opening and closing action,

2. encapsulated solenoid type actuation,

3. a minimum rating of twenty-four (24) volts,

4. sixty (60) cycle,

5. two to five (2-5) watts,

6. a manual flow adjustment with shut-off provisions,

7. provisions for an external “bleed” of the diaphragm chamber for manual operation.

8. a ball valve on the inlet.

9. Schedule 80 PVC threaded fittings from saddle tap to POC to valve.

B. Valve boxes shall be rectangular , rigid plastic valve boxes with lockable lids and extensions by Carson Industri es, LLC or accepted equal . Valve box shall

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be sized appropriately to house entire valve assembly with space to accommodate maintenance access.

1. Boxes shall be colored green in potable applications, and purple for recycled water applications.

2. Valve boxes used on recycled water systems shall be permanently colored purple through the manufacturer. Boxes painted purple will be rejected.

3. Label lids using heat branded identification, T:Turf, S:Shrubs, B:Bubblers C. Controller station identification number shall be standard yellow tags with permanent numbers by Christy or accepted equal.

2.07 Irrigation Heads
A. All irrigation heads shall conform to type, size, precipitation rate, gallons per minute discharge, pressure and throw radius as shown on the Plans, unless otherwise accepted in writing.

B. In all available models, all irrigation heads shall have stainless steel risers, unless otherwise approved in writing.

C. For recycled water applications, irrigation heads shall be colored purple, have debris pocket, and wiper seals with 3 touch points.

D. Irrigation heads shall have built-in pressure regulation for pop up sprays and/or water-efficient heads.

E. Include built-in check valve where applicable to prevent low head drainage.

2.08 Automatic Irrigation Controller
A. Existing automatic controller is Calsense CS3000. Additional 2-Wire Decoders shall be CS-2W-2ST – 2 Station 2-Wire Decoders.

2.09 Control Wires
A. 2- Wire Cable shall be Regency’s Hunter Decoder Cable or Paige 7354D , or approved equal.

B. Wire connections shall be 3M Scotchcast 3570G-N Connector Sealing Packs, or approved equal.

PART 3 - EXECUTION

3.01 Site Conditions
A. Prior to start of irrigation work, review the site conditions to verify that stub- outs, points of connections, sizes of the points of connections, water pressure and other essential items necessary for irrigation work to commence are as shown on the Plans and as indicated in the Specifications.

B. Notify the Inspector immediately of any existing conditions which are unacceptable for the commencement of irrigation work.

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3.02 Coordination of Work
A. Coordinate all work with other trades.

B. The irrigation plan is diagrammatic . Whenever possible, locate all pipes in planted or turf areas. Do not scale off of the Plans. Where field conditions have changed, notify the Inspector immediately.

3.03 Excavation and Trenching
A. Trenches shall be dug straight and in such a manner as to completely support the pipe continuously along the bottom of the trench. In rocky conditions, over- excavation and placement of clean bedding material may be required to ensure protruding rocks do not place undue stress on pipes. Trench layout shall follow that shown on the Plans, except where accepted by the City.

B. The following minimum cover shall be provided for pipe:

Pipe Type Minimum Cover
Pressurized Mainlines 24”
Non- Pressurized Lateral Lines 18”
Domestic Water Lines 24”
Control wires 24”
PVC Sleeves under Paving 18”
PVC Sleeves under Auto X-ings 24”
C. Install detection wire, looped in and out of valve boxes and attached to all irrigation mainlines.

D. High voltage wires shall not be installed in the same irrigation water line trench.

3.04 Testing and Flushing
A. Pressure Testing shall occur only when the following conditions can be fulfilled:

Item Description Condition
Quick coupler valves Installed and capped
Electric remote control valves Installed
Flow valve Installed and open
Ball/Gate valves Installed and open
Lateral lines Disconnected
Welded PVC joints Cured at least 24 hours
Pipe Center loaded with backfill
Concrete Thrust Blocks Installed and cured at least 48 hours Couplings and fittings Exposed
Detection wire Installed
B. A pressure gauge shall be installed at the lowest point of the line. Continuous pressure shall be applied at a rate of 125 psi for all mainlines . The pressure shall remain stable for a minimum of two hours with no detectable leakage .

Upon completion of the test, a complete examination of the line shall be conducted by the City. Leaks resulting from the test shall be repair ed and the

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line shall be re-tested. This process shall be repeated until the line passes the leakage test.

C. All lines and risers shall be flushed prior to final installation of irrigation heads.

All control valves shall be left open during the flushing process.

3.05 Backfilling and Compacting
A. Backfilling of trenches shall not occur until all tests and reviews have been performed. See inspection record contained in the Parks Construction Standards, latest edition. Any trench that is prematurely backfilled may be required to be re-dug for review.

B. Compaction of the trenched areas shall meet the following compaction rates of 95% in areas to receive paving and 85% in areas to be planted.

C. Do not flood trenches unless otherwise accepted by the City.

D. Sunken trenches shall be re-finished flush with the adjacent grades.

3.06 Pipe Installation
A. Install irrigation pipe in planted areas whenever possible.

B. All pipe and fittings shall be cleaned and free from dirt, dust and moisture.

C. Pipe may be assembled along the trench at grade to avoid undue strain on the pipe or the fittings. All solvent weld connections shall be primed before applying glue. Snake the pipe within the trench to compensate for expansion and contraction.

D. All PVC pipe and metal valve connections shall be made with threaded fittings consistent with drawings PK -15 and PK -16 of the City of Roseville Parks Construction Standards.

E. All PVC-to-PVC threaded connections shall be made with Teflon tape.

F. Install concrete thrust blocks in locations where rubber gasketed irrigation mainlines change directions, e.g . ells, tees; as required on other lines and fittings; and at the termination point of the mainline. Do not conduct a pressure test within 48 hours of the thrust block pours. The size of the thrust blocks shall be per manufacturer’s instructions and shall be adequate in size to absorb thrusts up to the maximum internal water pressure. Refer to 3.18 Thrust Blocks.

G. Use glued fittings for all connections inside of a sleeve and within 20’ of a sleeve.

3.07 Electric Remote Control Valves
A. Install per local codes, manufacturer’s instructions, City of Roseville Design and Construction Standards and as shown on the Plans.

B. Install one (1) electric remote control valve per box and whenever possible, group valve boxes together. Align boxes in a straight and neat row and flush to finish grade. Provide a minimum of six (6) inches between boxes.

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C. All valves shall be tagged for easy identification of valve number. Valve box lids shall be permanently marked identifying valve number and controller letter with heat branding using stencils in a uniform location on all boxes throughout.

D. Each valve shall be separately saddle tapped. Manifolded valves shall be rejected.

E. Locate valve boxes outside of turf areas, adjacent to paving, i.e. sidewalks, hardscape, etc. except where shown on the Plans.

F. Provide a minimum of eighteen (18) inches of a complete set of spare control wires, looped, within all control valve boxes.

3.08 Irrigation Heads
A. Install all heads where shown on the Plans and as specified herein.

B. Turf rotary pop- up heads shall be placed two (2) inches from any edge of adjacent walkway, concrete mow band, concrete curb, header board or other hardscape edging, or as required by current WELO regulations.

C. Rotary pop-up heads shall be installed flush with the top of finish grades of turf or planting areas.

D. Sprinkler head riser nipples sizes shall match or be the same as the riser opening of the sprinkler body.

E. Install sprinkler heads with internal check valves where heads are located in low drainage areas, i.e. bottom of berms, bottom of drainage swales, toe of slopes, etc.

F. Install all heads perpendicular to ground surface with an offset from the edge of pavement as indicated in the details.

3.09 C ontrol Wires
A. Wherever possible, install control wires in common trenches with mainline. The wires shall be taped in bundles at ten (10) feet on center and laid to the side of the pipe. Provide slack between ties to allow for contraction.

B. Wire valve to controller as shown on the plans.

C. Where runs are long, provide an extra three (3) feet of extra ground and control wires looped at 200’ intervals . Snake wires within trenches to allow for contraction.

D. Line splices shall occur in valve boxes at grade, label and allowed only on lengths greater than 2500’. Show locations on as-built plans.

E. Do not wrap wire around pipe or allow any wiring to be placed in concrete or concrete thrust blocks.

F. Install two (2) spare wires starting from the controller, looped to each valve box to the furthest valve box, without splices.

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3.10 Coverage Test
A. Prior to planting, the Contractor shall perform a coverage test to confirm that water coverage is complete and adequate, and produces no overspray onto hardscapes. Irrigation pressure readings at the head or emission device may also be taken as part of the coverage test to confirm adequate system hydraulics.

B. The coverage test shall be performed on the entire irrigation system and shall be performed in the presence of the Parks Inspector . The irrigation system must be connected to the City water system through the water meter.

Temporary connections are not allowed. On recycled water systems, the coverage test shall take place only after successful completion of the cross - connection test, with the recycled water meter in place.

C. On Park projects containing turf, a comprehensive survey of the Distribution Uniformity (Low Quarter) of each irrigation zone containing turf shall be performed by a third- party, certified irrigation auditor prior to planting of turf.

The irrigation system must be 100% complete, including functionality of the irrigation controller and booster pump, if present. The irrigation auditor shall prepare and submit a report listing each zone’s Distribution Uniformity , including actual mapping data of individual catch cans recorded on irrigation plan sheets , and noting any potential deficiencies in the system leading to any inadequate findings. Reported deficiencies in Distribution Uniformity will be evaluated by the Project Manager and may require corrective measures prior to approval of turf planting. Deficiencies caused by improper installation shall be corrected at no additional cost to City.

3.11 Clean Up
A. Each phas e of work shall be immediately cleaned up. Excess equipment, material, etc., shall be legally disposed of and removed from site. All concrete, asphalt and/or decomposed granite paving shall be kept free of soil . Damage to such surfaces shall be immediately repaired to the satisfaction of the City.

PART 4 - GUARANTEE

4.01 General
A. Contractor shall provide a written guarantee covering all materials, equipment and workmanship furnished by him to be free of all defects after installation is accepted, including all defective parts that may have been found.

B. All paved areas shall be swept clean and planted areas shall be weed-free.

C. All irrigation heads shall be properly adjusted. Debris and refuse shall be removed from site prior to inspection.

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4.02 Pre-Final (Punch List) Review
A. See Section 01 10 00 1.16 - Summary of Work for notification process.

4.03 Final Review
A. The Contractor shall demonstrate to the City, valve by valve, the entire irrigation system to be operable. All heads shall be adjusted/flushed and all drip zones shall be flushed prior to the on-site review. Any item requiring adjustments shall be completed immediately and to the satisfaction of the City.

B. Provide necessary training to City staff in the proper operations and maintenance of the booster pump.

C. The date of final acceptance by the City Council or the recordation of the property transfer shall signify the start date of the warranty period. Final acceptance shall include the project in total and will not segregate any specific item or trade included in the construction of the project.

END OF SECTION

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DRAW
[L:\agreement\form agreements\Project Manuals\buildings & grounds.docx; 3/8/2022]

DRAWINGS
Proj
ect: __________________________

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AB 626 - 1

[L:\agreement\form agreements\Project Manuals\buildings & grounds.docx; 3/8/2022] TEXT OF AB 626
Assembly Bill No. 626

CHAPTER 810

An act to add and repeal Section 9204 of the Public Contract Code, relating to public contracts.

[Approved by Governor September 29, 2016. Filed with Secretary of State September 29, 2016.]
LEGISLATIVE COUNSEL’S DIGEST
AB 626, Chiu. Public contracts: claim resolution.

Existing law prescribes various requirements regarding the formation, content, and enforcement of state and local public contracts. Existing law applicable to state public contracts generally requires that the resolution of claims related to those contracts be subject to arbitration.

Existing law applicable to local agency contracts prescribes a process for the resolution of claims related to those contracts of $375,000 or less.

This bill would establish, for contracts entered into on or after January 1, 2017, a claim resolution process applicable to any claim by a contractor in connection with a public works project. The bill would define a claim as a separate demand by the contractor for one or more of the following: a time extension for relief from damages or penalties for delay, payment of money or damages arising from work done pursuant to the contract for a public work, or payment of an amount disputed by the public entity, as specified.

This bill would require a public entity, defined to exclude certain state entities, upon receipt of a claim sent by registered or certified mail, to review it and, within 45 days, provide a written statement identifying the disputed and undisputed portions of the claim. The bill would authorize the 45-day period to be extended by mutual agreement. The bill would require any payment due on an undisputed portion of the claim to be processed within 60 days, as specified. The bill would require that the claim be deemed rejected in its entirety if the public entity fails to issue the written statement.

This bill would authorize, if the claimant disputes the public entity’s written response or if the public entity fails to respond to a claim within the time prescribed, the claimant to demand to meet and confer for settlement of the issues in dispute. The bill would require any disputed portion of the claim that remains in dispute after the meet and confer conference to be subject to nonbinding mediation, as specified. The bill would provide that unpaid claim amounts accrue interest at 7% per annum. The bill would prescribe a procedure by which a subcontractor or lower tier contractor may make a claim through the contractor.

This bill would require the text of these provisions, or a summary, to be set forth in the plans or specifications for any public work which may give rise to a claim. The bill would specify that a waiver of these rights is void and contrary to public policy, except as specified. The bill would also specify that it does not impose liability on a public entity that makes loans or grants available through a competitive application process, for the failure of an awardee to meet its contractual obligations.

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AB 626 - 2

[L:\agreement\form agreements\Project Manuals\buildings & grounds.docx; 3/8/2022] By increasing the duties of local agencies and officials, this bill would impose a state- mandated local program.

This bill would, on January 1, 2020, repeal the provision establishing the claim resolution process.

This bill would specify that these provisions constitute a matter of statewide concern.

The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state. Statutory provisions establish procedures for making that reimbursement.

This bill would provide that, if the Commission on State Mandates determines that the bill contains costs mandated by the state, reimbursement for those costs shall be made pursuant to these statutory provisions.

The people of the State of California do enact as follows:

SECTION 1. Section 9204 is added to the Public Contract Code, to read:

9204. (a) The Legislature finds and declares that it is in the best interests of the state and its citizens to ensure that all construction business performed on a public works project in the state that is complete and not in dispute is paid in full and in a timely manner.
(b) Notwithstanding any other law, including, but not limited to, Article 7.1 (commencing with Section 10240) of Chapter 1 of Part 2, Chapter 10 (commencing with Section 19100) of Part 2, and Article 1.5 (commencing with Section 20104) of Chapter 1 of Part 3, this section shall apply to any claim by a contractor in connection with a public works project. (c) For purposes of this section:
(1) ” Claim” means a separate demand by a contractor sent by registered mail or certified mail with return receipt requested, for one or more of the following:
(A) A time extension, including, without limitation, for relief from damages or penalties for delay assessed by a public entity under a contract for a public works project. (B) Payment by the public entity of money or damages arising from work done by, or on behalf of, the contractor pursuant to the contract for a public works project and payment for which is not otherwise expressly provided or to which the claimant is not otherwise entitled. (C) Payment of an amount that is disputed by the public entity. (2) ”Contractor” means any type of contractor within the m eaning of Chapter 9 (commencing with Section 7000) of Division 3 of the Business and Professions Code who has entered into a direct contract with a public entity for a public works project. (3) (A) ” Public entity” means, without limitation, except as provided in subparagraph (B), a state agency, department, office, division, bureau, board, or commission, the California State University, the University of California, a city, including a charter city, county, including a charter county, city and county, including a charter city and county, district, special district, public authority, political subdivision, public corporation, or nonprofit transit corporation wholly owned by a public agency and formed to carry out the purposes of the public agency. (B) ”Public entity ” shall not include the following:
(i) The Department of Water Resources as to any project under the jurisdiction of that department.
(ii) The Department of Transportation as to any project under the jurisdiction of that department.

FOR COUNCIL APPROVAL

NOT FOR BIDDING

AB 626 - 3

[L:\agreement\form agreements\Project Manuals\buildings & grounds.docx; 3/8/2022] (iii) The Department of Parks and Recreation as to any project under the jurisdiction of that department.
(iv) The Department of Corrections and Rehabilitation with respect to any project under its jurisdiction pursuant to Chapter 11 (commencing with Section 7000) of Title 7 of Part 3 of the Penal Code.
(v) The Military Department as to any project under the jurisdiction of that department. (vi) The Department of General Services as to all other projects. (vii) The High-Speed Rail Authority.
(4) ”Public works project” mean s the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (5) ”Subcontractor” means any type of contractor within the meaning of Chapter 9 (commencing with Section 7000) of Division 3 of the Business and Professions Code who either is in direct contract with a contractor or is a lower tier subcontractor. (d) (1) (A) Upon receipt of a claim pursuant to this section, the public entity to which the claim applies shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the claimant a written statement identifying what portion of the claim is disputed and what portion is undisputed. Upon receipt of a claim, a public entity and a contractor may, by mutual agreement, extend the time period provided in this subdivision. (B) The claimant shall furnish reasonable documentation to support the claim. (C) If the public entity needs approval from its governing body to provide the claimant a written statement identifying the disputed portion and the undisputed portion of the claim, and the governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the public entity shall have up to three days following the next duly publicly noticed meeting of the governing body after the 45-day period, or extension, expires to provide the claimant a written statement identifying the disputed portion and the undisputed portion. (D) Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the public entity issues its written statement. If the public entity fails to issue a written statement, paragraph (3) shall apply.
(2) (A) If the claimant disputes the public entity’s written response, or if the public entity fails to respond to a claim issued pursuant to this section within the time prescribed, the claimant may demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt requested, the public entity shall schedule a meet and confer conference within 30 days for settlement of the dispute.
(B) Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the public entity shall provide the claimant a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the public entity issues its written statement. Any disputed portion of the claim, as identified by the contractor in writing, shall be submitted to nonbinding mediation, with the public entity and the claimant sharing the associated costs equally. The public entity and claimant shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing. If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each

FOR COUNCIL APPROVAL

NOT FOR BIDDING

AB 626 - 4

[L:\agreement\form agreements\Project Manuals\buildings & grounds.docx; 3/8/2022] party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. If mediation is unsuccessful, the parts of the claim remaining in dispute shall be subject to applicable procedures outside this section. (C) For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section. (D) Unless otherwise agreed to by the public entity and the contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced. (E) This section does not preclude a public entity from requiring arbitration of disputes under private arbitration or the Public Works Contract Arbitration Program, if mediation under this section does not resolve the parties’ dispute.
(3) Failure by the public entity to respond to a claim from a contractor within the time periods described in this subdivision or to otherwise meet the time requirements of this section shall result in the claim being deemed rejected in its entirety. A claim that is denied by reason of the public entity’s failure to have responded to a claim, or its failure to otherwise meet the time requirements of this section, shall not constitute an adverse finding with regard to the merits of the claim or the responsibility or qualifications of the claimant. (4) Amounts not paid in a timely manner as required by this section shall be ar interest at 7 percent per annum.
(5) If a subcontractor or a lower tier subcontractor lacks legal standing to assert a claim against a public entity because privity of contract does not exist, the contractor may present to the public entity a claim on behalf of a subcontractor or lower tier subcontractor. A subcontractor may request in writing, either on his or her own behalf or on behalf of a lower tier subcontractor, that the contractor present a claim for work which was performed by the subcontractor or by a lower tier subcontractor on behalf of the subcontractor. The subcontractor requesting that the claim be presented to the public entity shall furnish reasonable documentation to support the claim. Within 45 days of receipt of this written request, the contractor shall notify the subcontractor in writing as to whether the contractor presented the claim to the public entity and, if the original contractor did not present the claim, provide the subcontractor with a statement of the reasons for not having done so.
(e) The text of this section or a summary of it shall be set forth in the plans or specifications for any public works project that may give rise to a claim under this section. (f) A waiver of the rights granted by this section is void and contrary to public policy, provided, however, that (1) upon receipt of a claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the commencement of a civil action or binding arbitration, as applicable; and (2) a public entity may prescribe reasonable change order, claim, and dispute resolution procedures and requirements in addition to the provisions of this section, so long as the contractual provisions do not conflict with or otherwise impair the timeframes and procedures set forth in this section.
(g) This section applies to contracts entered into on or after January 1, 2017. (h) Nothing in this section shall impose liability upon a public entity that makes loans or grants available through a competitive application process, for the failure of an awardee to meet its contractual obligations.
(i) This section shall remain in effect only until January 1, 2020, and as of that date is

FOR COUNCIL APPROVAL

NOT FOR BIDDING

AB 626 - 5

[L:\agreement\form agreements\Project Manuals\buildings & grounds.docx; 3/8/2022] repealed, unless a later enacted statute, that is enacted before January 1, 2020, deletes or extends that date.

SECTION 2.

The Legislature finds and declares that it is of statewide concern to require a charter city, charter county, or charter city and county to follow a prescribed claims resolution process to ensure there are uniform and equitable procurement practices.

SECTION 3.

If the Commission on State Mandates determines that this act contains costs mandated by the state, reimbursement to local agencies and school districts for those costs shall be made pursuant to Part 7 (commencing with Section 17500) of Division 4 of Title 2 of the Government Code.

FOR COUNCIL APPROVAL

NOT FOR BIDDING

MAIDU, CENTRAL & CRABB PARK -

FENCE ADDITIONS

TARA GEE

CITY OF ROSEVILLE

PARKS, RECREATION & LIBRARIES DEPARTMENT
316 VERNON STREET, SUITE 400
ROSEVILLE, CA 95678
916.774.5253
N.T.S.

FUHRMAN LEAMY LAND GROUP HEREBY EXPRESSLY RESERVES ITS COMMON LAW COPYRIGHT AND OTHER PROPERTY RIGHTS IN THESE PLANS. THESE PLANS AND DRAWINGS ARE NOT TO BE REPRODUCED, CHANGED OR COPIED IN ANY FORM OR MANNER WHATSOEVER WITHOUT FIRST OBTAINING THE EXPRESS WRITTEN PERMISSION OF FUHRMAN LEAMY LAND GROUP. NOR ARE THEY TO BE ASSIGNED TO ANY THIRD PARTY WITHOUT FIRST OBTAINING WRITTEN PERMISSION AND CONSENT.

FUHRMAN LEAMY

LAND GROUP
DESIGN ¥ SERVICE ¥ SOLUTIONS
2140 PROFESSIONAL DRIVE, SUITE 115
ROSEVILLE, CALIFORNIA 95661
916.783.5263 ̀FLLANDGROUP.COM
CLIENT:

PROJECT:

REVISIONSDATE
ISSUE
DRAWN BY :

CHECKED BY :

SCALE :

SHEET TITLE:

SHEET

OFSHEETS
JOB NO. :

KCL

PRELIMINARY

NOT FOR CONSTRUCTION
DATE
1 2
3 4
5 6
CRV: 22073

MAIDU, CENTRAL,
& CRABB PARK -

FENCE ADDITIONS

ROSEVILLE, CA

CITY OF ROSEVILLE
14 REG I STERED

LANDSCAPE

ARCHITECT
STATE
OF
CA
L

IFORNIA
KEVIN
C
. LEAMY No. 4965
12/31/24
Signature
Renewal Date
Date

XX/XX/XX

CITY OF ROSEVILLE APPROVAL
1 CV-1.0

AS SHOWN
AM

COVER SHEET
PREPARED FOR:

PROJECT TYPE
LANDSCAPE IMPROVEMENTS FOR:

CV-1.0LANDSCAPE COVER SHEET1
LC-1.0 LANDSCAPE CONSTRUCTION PLAN: MAIDU PARK 2
LC-1.1 LANDSCAPE CONSTRUCTION PLAN: MAIDU PARK 3
LC-1.2 LANDSCAPE CONSTRUCTION PLAN: MAIDU PARK 4
LC-1.3 LANDSCAPE CONSTRUCTION PLAN: MAIDU PARK 5
LC-1.4 LANDSCAPE CONSTRUCTION PLAN: CENTRAL PARK 6
LC-1.5 LANDSCAPE CONSTRUCTION PLAN: CRABB PARK 7
LC-2.0 LANDSCAPE CONSTRUCTION DETAILS8
LI-1.1 LANDSCAPE IRRIGATION PLAN: MAIDU PARK 9
LI-1.2 LANDSCAPE IRRIGATION PLAN: MAIDU PARK 10
LI-1.3 LANDSCAPE IRRIGATION PLAN: MAIDU PARK 11
LI-1.4 LANDSCAPE IRRIGATION PLAN: CENTRAL PARK 12
LI-1.5 LANDSCAPE IRRIGATION PLAN: CRABB PARK 13
LI-2.0 LANDSCAPE IRRIGATION DETAILS14
TOTAL SHEETS: 14

SHEET INDEX

IT IS THE RESPONSIBILITY OF THE CONTRACTOR TO PROVIDE ALL MATERIALS AND WORK AS DETAILED IN THE CITY OF ROSEVILLE PARKS CONSTRUCTION STANDARDS - JULY 2019 AND THE CITY OF ROSEVILLE DESIGN & CONSTRUCTION STANDARDS - JANUARY 2019.

CONTRACTOR SHALL PROVIDE SUBMITTALS BASED ON THE PROVIDED DRAWINGS AND ALL REQUIREMENTS IN THE ABOVE MENTIONED GUIDELINES.

NOTE:

CITY OF ROSEVILLE GENERAL NOTES

1. THE CONTRACTOR SHALL NOT BEGIN ANY WORK SHOWN ON THESE PLANS UNTIL THE CITY PLANNERS' SIGNATURE OF APPROVAL IS AFFIXED HEREON AND ALL APPLICABLE PERMITS HAVE BEEN OBTAINED.

2. CONTRACTOR SHALL ASSUME SOLE AND COMPLETE RESPONSIBILITY FOR CONSTRUCTION OF THIS PROJECT, INCLUDING SAFETY OF ALL PERSONS AND PROPERTY. THIS REQUIREMENT SHALL APPLY CONTINUOUSLY AND NOT BE LIMITED TO NORMAL WORKING HOURS. THE CONTRACTOR SHALL DEFEND, INDEMNIFY AND HOLD THE CITY, OWNER,

ENGINEER, AND LANDSCAPE ARCHITECT HARMLESS FROM ANY AND ALL LIABILITY, REAL OR ALLEGED, IN CONNECTION

WITH THE PERFORMANCE OF WORK ON THIS PROJECT, EXCEPTING LIABILITY ARISING FROM SOLE NEGLIGENCE OF THE CITY, OWNER, ENGINEER, OR LANDSCAPE ARCHITECT.

3. THE CONTRACTOR IS HEREBY NOTIFIED THAT PRIOR TO COMMENCING CONSTRUCTION, HE SHALL CONTACT ALL

UTILITY COMPANIES FOR VERIFICATION OF THE CONSTRUCTION SITE OF THE LOCATIONS OF ALL UNDERGROUND FACILITIES WHERE SUCH FACILITIES MAY CONFLICT WITH PLACEMENT OF IMPROVEMENTS SHOWN ON THE PLAN. CALL UNDERGROUND SERVICE ALERT AT 800-642-2444 PRIOR TO ANY EXCAVATION.

4. EACH PHASE OF THE PROJECT MUST BE CALLED TO U.S.A. AND CONTINUING EXCAVATION REPORTED EVERY 14 CALENDAR DAYS, AS THE MARKINGS ARE NOT PERMANENT AND WILL FADE OUT. IF THE U.S.A. NOTIFICATIONS ARE NOT

KEPT UP TO DATE, THE EXCAVATION MAY BE STOPPED AND A NEW TWO WORKING DAYS NOTICE WILL BE REQUIRED BEFORE CONTINUING THE EXCAVATION.

5. UNLESS OTHERWISE NOTED ON THE DRAWINGS, SPECIFICATIONS OR SPECIFIED IN THE SPECIAL PROVISIONS, THE

CONTRACTOR SHALL MAINTAIN IN SERVICE ALL DRAINAGE, WATER, SEWER AND GAS LINES, INCLUDING HOUSE SERVICES, POWER, LIGHTING, TELEPHONE AND CABLE T.V. CONDUITS. CONTRACTOR MAY, AT HIS/HER COST, ARRANGE FOR DISCONNECTION OF HOUSE SERVICES OR OTHER FACILITIES.

6. CONTRACTOR WILL BE RESPONSIBLE FOR PROTECTING ALL EXISTING UTILITIES ON ALL PROJECTS BEING CONSTRUCTED INSIDE OR OUTSIDE OF PUBLIC RIGHTS-OF-WAY. THE UTILITY OWNER MAY ELECT TO PROVIDE THE NECESSARY PROTECTIVE MEASURES THEMSELVES AND BILL THE CONTRACTOR FOR THIS COST. EXISTING UTILITIES WILL FURTHER TRAFFIC CONTROL DEVICES, CONDUITS, STREET LIGHTS, AND ANY RELATED APPURTENANCES.

7. VERIFY ALL DIMENSIONS, DISTANCES AND GRADES IN THE FIELD AND BRING ANY DISCREPANCIES TO THE ATTENTION OF THE LANDSCAPE ARCHITECT PRIOR TO COMMENCING WITH THE WORK.

8. PROVIDE ALL CLEARING, DEMOLITION, REMOVAL, AND SITE PREPARATION NECESSARY FOR THE PROPER EXECUTION OF ALL WORK SHOWN ON THESE DRAWINGS AND DESCRIBED IN THE SPECIFICATIONS.

9. THE CONTRACTOR WILL BE HELD TO HAVE EXAMINED THE SITE AND TO HAVE COMPARED IT WITH THE DRAWINGS AND

SPECIFICATIONS, TO HAVE CAREFULLY EXAMINED ALL THE CONTRACTOR DOCUMENTS, AND IS TO HAVE SATISFIED

THEMSELVES AS TO THE CONDITIONS UNDER WHICH THE WORK IS TO BE PERFORMED BEFORE ENTERING INTO THIS CONTRACT. NO ALLOWANCE SHALL SUBSEQUENTLY BE MADE ON BEHALF OF THE CONTRACTOR ON ACCOUNT OF AN

ERROR ON HIS/HER PART OR HIS/HER NEGLIGENCE OR FAILURE TO ACQUAINT THEMSELVES WITH THE CONDITIONS OF THE SITE OR THE STREETS OR ROADS APPROACHING THE SAME.

10. CONTRACTOR WILL ARRANGE FOR AND PAY ALL NECESSARY PERMITS FOR THE WORK SHOWN ON THESE PLANS AND INDICATED IN THE SPECIFICATIONS.

11. CONTRACTOR WILL PROVIDE POSITIVE DRAINAGE IN ALL AREAS, MIN. 2% IN PLANTING AREAS). CONTRACTOR SHALL

BRING ANY DISCREPANCIES TO THE ATTENTION OF THE LANDSCAPE ARCHITECT PRIOR TO COMMENCING WITH ANY FURTHER WORK.

12. CONTRACTOR WILL REMOVE FROM THE SITE ALL DEBRIS AND UNSUITABLE MATERIAL GENERATED DURING AND BY THEIR OPERATIONS.

13. CONTRACTOR SHALL PROTECT EXISTING DRAINAGE PATTERNS UNLESS OTHERWISE NOTED ON THE DRAWINGS.

14. ALL WRITTEN DIMENSIONS WILL SUPERSEDE SCALED DISTANCES. DIMENSIONS ARE FROM FACE OF BUILDINGS, CURBS, WALLS, PROPERTY LINES OR AS NOTED ON THE DRAWINGS.

15. CONTRACTOR WILL VERIFY LOCATION OF ALL EXISTING UTILITIES BEFORE COMMENCING WITH WORK. ANY DISRUPTION OR DAMAGE TO UTILITIES CAUSED BY WORK UNDER THIS CONTRACT WILL BE CORRECTED BY THE CONTRACTOR.

16. TEMPORARY WATER AND ELECTRICAL SUPPLY WILL BE MADE AVAILABLE ONSITE FROM THE OWNER. CONTACT THE OWNER'S REPRESENTATIVES FOR EXACT LOCATION.

17. CONTRACTOR WILL PROVIDE PORTABLE SANITARY FACILITIES ADEQUATE FOR ALL WORKERS. FACILITIES ARE SUBJECT TO APPROVAL BY THE HEALTH DEPARTMENT.

18. THIS PROJECT MUST COMPLY WITH ALL REQUIREMENTS OF LOCAL OR STATE (AB325) REQUIREMENTS, WHICHEVER IS APPLICABLE FOR WATER CONSERVATION OR LANDSCAPED AREAS.

19. ALL GROUND-MOUNTED MECHANICAL EQUIPMENT TO BE SCREENED WITH LANDSCAPING. REFER TO LANDSCAPE DRAWINGS FOR DETAILS.

20. REFER TO LANDSCAPE DRAWINGS FOR EXTERIOR LIGHTING AT ENTRIES, RECREATION CENTER, TOT LOT, AND OPEN SPACE AREAS. LIGHTING TO BE LOW VOLTAGE.

21. THE PARKING LOT STRIPING AND SIGNING SHALL BE MAINTAINED IN A VISIBLE AND LEGIBLE MANNER.

22. ALL COMPLEX SIGNAGE IS NOT A PART OF THIS SUBMITTAL. A SEPARATE SIGN PERMIT APPLICATION SHALL SUBMITTED.

23. BUILDING PERMIT PLANS SHALL COMPLY WITH ALL APPLICABLE CODE REQUIREMENTS (UNIFORM BUILDING CODE -

UBC, UNIFORM MECHANICAL CODE - UMC, UNIFORM PLUMBING CODE - UPC, AND NATIONAL ELECTRICAL CODE - NEC), CALIFORNIA TITLE 24 AND THE AMERICANS WITH DISABILITIES ACT - ADA REQUIREMENTS, THE ROSEVILLE BUILDING

SECURITY ORDINANCE, AND ALL STATE AND FEDERALLY MANDATED REQUIREMENTS IN EFFECT AT THE TIME OF SUBMITTAL FOR BUILDING PERMITS. (CONTACT THE BUILDING DEPARTMENT FOR APPLICABLE CODE EDITIONS). 24 PROVIDE A MINIMAL CLEARANCE OF 3' AROUND ALL FIRE HYDRANTS, FIRE SPRINKLER CONNECTIONS AND VALVES.

VICINITY MAP

CIRBY WAY
EUREKA RD.

WHITELOCK PKWY.WHITELOCK PKWY.

SIERRA COLLEGE BLVD.

SECRET RAVINE
PKWY.

N. SUNRISE AVE.

ROCKY RIDGE DR.

SUNRISE AVE.

RIVERSIDE AVE.

DOUGLAS BLVD.

EUREKA RD.

ATLANTIC ST.

E. ROSEVILLE PKWY.

HARDING BLVD.

GALLERIA BLVD.

TAYLOR RD.

PACIFIC ST.

SUNSET BLVD.

PLEASANT GROVE BLVD.

STANFORD
RANCH RD.

BLUE OAKSBLVD.

HWY 65
I-80
I-80

FOR COUNCIL APPROVAL

NOT FOR BIDDING
X
X
X
X
X
X
X X
X
X
X
X
X
X
X
X
XXXX
X
X
X
X
X
X
X
ELEC. PULL BOXES
ELEC. PULL BOX
ELEC. PULL BOX
ELEC. PULL BOX
ELEC. PULL BOX
ELEC. PULL BOX
ELEC. PULL BOX
ELEC. PULL BOX
ELEC. PULL BOX
ELEC. PULL BOX
ELEC. PULL BOX
ELEC. PULL BOXES

MAGNETIZED LITE

CONTROL BOX
ELEC. PULL BOX

STADIUM LIGHT

STADIUM LIGHT
ELEC. PULL BOX

STADIUM LIGHT

DRINKING FOUNTAIN

WATER METER
& GATE VALVE

WATER METER

WATER METER WATER METER

WATER METER

DRINKING FOUNTAIN
EXIST. 12" CMP
INV (IN)=171.31
INV (OUT)=170.64
EXIST. 18" CMP
INV (IN)=167.98
INV (OUT)=167.79

BIKE PATH

PARK BENCH

PARK BENCH
EXIST. CHAIN LINK FENCE
EXIST. CHAIN

LINK FENCE

EDGE OF PAVEMENT
EXIST. CHAIN

LINK FENCE
TRANS. PNT.

CONC. TO ASHPHALT

RESTROOMS
3' HIGH POSTS

W/ CABLE
EXIST. CONC. SIDEWALK
TRANS. PNT.

CONC. TO ASHPHALT
EXIST. 12" CMP
INV (IN)=170.69
INV (OUT)=169.68
EXIST. 8" PVC
INV (IN)=173.31
INV (OUT)=

BIKE PATH

BIKE PATH
8 " OAK TREE

MONUMENT &

INFORMATION SIGNS

STADIUM LIGHT

GATE VALVE

TIE PROPOSED FENCE INTO EXISTING
FENCE. VERIFY LOCATION IN FIELD.

EXISTING CHAIN LINK FENCE.

VERIFY LOCATION IN FIELD.

EXISTING CHAIN LINK FENCE.

VERIFY LOCATION IN FIELD.

PROPOSED 6' HIGH CHAIN LINK
FENCE. FINISH: BLACK VINYL
COATED. SEE DETAIL A, LC-2.0.

PROPOSED 6' HIGH PEDESTRIAN GATE.

FINISH: BLACK VINYL COATED.

SEE DETAIL B, LC-2.0.

PROPOSED 6' HIGH SLIDING
MAINTENANCE GATE. FINISH: BLACK
VINYL COATED. SEE DETAIL C, LC-2.0.

PROPOSED 6' HIGH CHAIN LINK
FENCE. FINISH: BLACK VINYL
COATED. SEE DETAIL A, LC-2.0.

PROPOSED 6' HIGH PEDESTRIAN GATE.

FINISH: BLACK VINYL COATED.

SEE DETAIL B, LC-2.0.

PROPOSED 6' HIGH PEDESTRIAN GATE.

FINISH: BLACK VINYL COATED.

SEE DETAIL B, LC-2.0.

EXISTING CONCRETE
MOWSTRIP. VERIFY LOCATION
IN FIELD. PROTECT IN PLACE.

PROPOSED 6' HIGH PEDESTRIAN GATE.

FINISH: BLACK VINYL COATED.

SEE DETAIL B, LC-2.0.

PROPOSED 6' HIGH SLIDING MAINTENANCE GATE. SEE
DETAIL C, LC-2.0. FINISH: BLACK VINYL COATED.

NOTE: FINAL GATE LOCATION TO LINE UP WITH

EXISTING MAINTENANCE GATE ON OTHER SIDE OF
ASPHALT TRAIL. VERIFY EXACT LOCATION IN FIELD.

APPROXIMATE LOCATION OF EXISTING
MAINTENANCE GATE. VERIFY LOCATION IN
FIELD AND LINE UP WITH PROPOSED GATE.

PROPOSED 6' HIGH PEDESTRIAN GATE.

FINISH: BLACK VINYL COATED.

SEE DETAIL B, LC-2.0.

PROPOSED 6' HIGH CHAIN LINK FENCE.

FINISH: BLACK VINYL COATED. SEE DETAIL A, LC-2.0.

NOTE: FINAL FENCE LOCATION TO BE VERIFIED IN
FIELD BASED ON EXISTING UTILITIES.

PROPOSED 6' HIGH PEDESTRIAN GATE.

FINISH: BLACK VINYL COATED.

SEE DETAIL B, LC-2.0.

PROPOSED 6' HIGH CHAIN LINK FENCE.

FINISH: BLACK VINYL COATED. SEE DETAIL A, LC-2.0.

NOTE: FINAL FENCE LOCATION TO BE VERIFIED IN
FIELD BASED ON EXISTING UTILITIES.

PROPOSED 6' HIGH PEDESTRIAN GATE.

FINISH: BLACK VINYL COATED.

SEE DETAIL B, LC-2.0.

PROPOSED 6' HIGH CHAIN LINK
FENCE. FINISH: BLACK VINYL
COATED. SEE DETAIL A, LC-2.0.

PROPOSED 6' HIGH PEDESTRIAN GATE.

FINISH: BLACK VINYL COATED.

SEE DETAIL B, LC-2.0.

PROPOSED 6' HIGH CHAIN LINK
FENCE. FINISH: BLACK VINYL
COATED. SEE DETAIL A, LC-2.0.

PROPOSED 6' HIGH CHAIN LINK FENCE.

FINISH: BLACK VINYL COATED. SEE DETAIL A, LC-2.0.

NOTE: FINAL FENCE LOCATION TO BE VERIFIED IN
FIELD BASED ON EXISTING UTILITIES.

PROPOSED 6' HIGH CHAIN LINK FENCE.

FINISH: BLACK VINYL COATED. SEE DETAIL A, LC-2.0.

NOTE: FINAL FENCE LOCATION TO BE VERIFIED IN
FIELD BASED ON EXISTING UTILITIES.

PROPOSED 6' HIGH SLIDING
MAINTENANCE GATE. FINISH: BLACK
VINYL COATED. SEE DETAIL C, LC-2.0.

ADD ALTERNATE #1:

PROVIDE 6" WIDE CONCRETE
MOWSTRIP AT PERIMETER FENCE.

SEE DETAIL D, LC-2.0.

ADD ALTERNATE #2:

REMOVE 2" SOIL AND ADD
AGGREGATE BASE ROCK.

ADD ALTERNATE #1:

PROVIDE 6" WIDE CONCRETE
MOWSTRIP AT PERIMETER FENCE.

SEE DETAIL D, LC-2.0.

ADD ALTERNATE #2:

REMOVE 2" SOIL AND ADD
AGGREGATE BASE ROCK.

ADD ALTERNATE #1:

PROVIDE 6" WIDE CONCRETE
MOWSTRIP AT PERIMETER FENCE.

SEE DETAIL D, LC-2.0.

ADD ALTERNATE #1:

PROVIDE 6" WIDE CONCRETE
MOWSTRIP AT PERIMETER FENCE.

SEE DETAIL D, LC-2.0.
2 LC-1.0

AS SHOWN
AM

LANDSCAPE

CONSTRUCTION
PLAN:MAIDU PARK
FUHRMAN LEAMY LAND GROUP HEREBY EXPRESSLY RESERVES ITS COMMON LAW COPYRIGHT AND OTHER PROPERTY RIGHTS IN THESE PLANS. THESE PLANS AND DRAWINGS ARE NOT TO BE REPRODUCED, CHANGED OR COPIED IN ANY FORM OR MANNER WHATSOEVER WITHOUT FIRST OBTAINING THE EXPRESS WRITTEN PERMISSION OF FUHRMAN LEAMY LAND GROUP. NOR ARE THEY TO BE ASSIGNED TO ANY THIRD PARTY WITHOUT FIRST OBTAINING WRITTEN PERMISSION AND CONSENT.

FUHRMAN LEAMY

LAND GROUP
DESIGN ¥ SERVICE ¥ SOLUTIONS
2140 PROFESSIONAL DRIVE, SUITE 115
ROSEVILLE, CALIFORNIA 95661
916.783.5263 ̀FLLANDGROUP.COM
CLIENT:

PROJECT:

REVISIONSDATE
ISSUE
DRAWN BY :

CHECKED BY :

SCALE :

SHEET TITLE:

SHEET

OFSHEETS
JOB NO. :

KCL

PRELIMINARY

NOT FOR CONSTRUCTION
DATE
1 2
3 4
5 6
CRV: 22073

MAIDU, CENTRAL,
& CRABB PARK -

FENCE ADDITIONS

ROSEVILLE, CA

CITY OF ROSEVILLE
14 REG ISTERED

LANDSCAPE

ARCHITECT
STATE
OF
CA
L

IFORNIA
KEVIN
C
. LEAMY No. 4965
12/31/24
Signature
Renewal Date
Date

XX/XX/XX

CITY OF ROSEVILLE APPROVAL
Know what'sbelow.
before you dig.Call
R
MAIDU PARK: OVERALL FENCE EXHIBIT

FOR COUNCIL APPROVAL

NOT FOR BIDDING
X
X
X
X
X
X

X X X X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X

XXXXXXXXXXX
X
X
X
X
X
X
X
ELEC. PULL BOX
ELEC. PULL BOX ELEC. PULL BOX
ELEC. PULL BOX
ELEC. PULL BOX

MAGNETIZED LITE

CONTROL BOX
ELEC. PULL BOX

STADIUM LIGHT

WATER METER

DRINKING FOUNTAIN
EXIST. CHAIN

LINK FENCE

EDGE OF PAVEMENT
EXIST. CHAIN

LINK FENCE
TRANS. PNT.

CONC. TO ASHPHALT

RESTROOMS
3' HIGH POSTS

W/ CABLE
EXIST. CONC. SIDEWALK

MONUMENT &

INFORMATION SIGNS
PROPOSED 6' HIGH SLIDING
MAINTENANCE GATE. FINISH: BLACK
VINYL COATED. SEE DETAIL C, LC-2.0.

PROPOSED 6' HIGH CHAIN LINK
FENCE. FINISH: BLACK VINYL
COATED. SEE DETAIL A, LC-2.0.

PROPOSED 6' HIGH PEDESTRIAN GATE.

FINISH: BLACK VINYL COATED.

SEE DETAIL B, LC-2.0.

EXISTING CONCRETE
MOWSTRIP. VERIFY LOCATION
IN FIELD. PROTECT IN PLACE.

PROPOSED 6' HIGH PEDESTRIAN GATE.

FINISH: BLACK VINYL COATED.

SEE DETAIL B, LC-2.0.

PROPOSED 6' HIGH SLIDING MAINTENANCE GATE. SEE
DETAIL C, LC-2.0. FINISH: BLACK VINYL COATED.

NOTE: FINAL GATE LOCATION TO LINE UP WITH

EXISTING MAINTENANCE GATE ON OTHER SIDE OF
ASPHALT TRAIL. VERIFY EXACT LOCATION IN FIELD.

APPROXIMATE LOCATION OF EXISTING
MAINTENANCE GATE. VERIFY LOCATION IN
FIELD AND LINE UP WITH PROPOSED GATE.

PROPOSED 6' HIGH PEDESTRIAN GATE.

FINISH: BLACK VINYL COATED.

SEE DETAIL B, LC-2.0.

PROPOSED 6' HIGH CHAIN LINK FENCE.

FINISH: BLACK VINYL COATED. SEE DETAIL A, LC-2.0.

NOTE: FINAL FENCE LOCATION TO BE VERIFIED IN
FIELD BASED ON EXISTING UTILITIES.

PROPOSED 6' HIGH PEDESTRIAN GATE.

FINISH: BLACK VINYL COATED.

SEE DETAIL B, LC-2.0.

PROPOSED 6' HIGH PEDESTRIAN GATE.

FINISH: BLACK VINYL COATED.

SEE DETAIL B, LC-2.0.

PROPOSED 6' HIGH CHAIN LINK
FENCE. FINISH: BLACK VINYL
COATED. SEE DETAIL A, LC-2.0.

PROPOSED 6' HIGH CHAIN LINK FENCE.

FINISH: BLACK VINYL COATED. SEE DETAIL A, LC-2.0.

NOTE: FINAL FENCE LOCATION TO BE VERIFIED IN
FIELD BASED ON EXISTING UTILITIES.

PROPOSED 6' HIGH CHAIN LINK FENCE.

FINISH: BLACK VINYL COATED. SEE DETAIL A, LC-2.0.

NOTE: FINAL FENCE LOCATION TO BE VERIFIED IN
FIELD BASED ON EXISTING UTILITIES.

ADD ALTERNATE #2:

REMOVE 2" SOIL AND ADD
AGGREGATE BASE ROCK.

ADD ALTERNATE #1:

PROVIDE 6" WIDE CONCRETE
MOWSTRIP AT PERIMETER FENCE.

SEE DETAIL D, LC-2.0.
3 LC-1.1

AS SHOWN
AM

LANDSCAPE

CONSTRUCTION
PLAN: MAIDU PARK
FUHRMAN LEAMY LAND GROUP HEREBY EXPRESSLY RESERVES ITS COMMON LAW COPYRIGHT AND OTHER PROPERTY RIGHTS IN THESE PLANS. THESE PLANS AND DRAWINGS ARE NOT TO BE REPRODUCED, CHANGED OR COPIED IN ANY FORM OR MANNER WHATSOEVER WITHOUT FIRST OBTAINING THE EXPRESS WRITTEN PERMISSION OF FUHRMAN LEAMY LAND GROUP. NOR ARE THEY TO BE ASSIGNED TO ANY THIRD PARTY WITHOUT FIRST OBTAINING WRITTEN PERMISSION AND CONSENT.

FUHRMAN LEAMY

LAND GROUP
DESIGN ¥ SERVICE ¥ SOLUTIONS
2140 PROFESSIONAL DRIVE, SUITE 115
ROSEVILLE, CALIFORNIA 95661
916.783.5263 ̀FLLANDGROUP.COM
CLIENT:

PROJECT:

REVISIONSDATE
ISSUE
DRAWN BY :

CHECKED BY :

SCALE :

SHEET TITLE:

SHEET

OFSHEETS
JOB NO. :

KCL

PRELIMINARY

NOT FOR CONSTRUCTION
DATE
1 2
3 4
5 6
CRV: 22073

MAIDU, CENTRAL,
& CRABB PARK -

FENCE ADDITIONS

ROSEVILLE, CA

CITY OF ROSEVILLE
14 REG ISTERED

LANDSCAPE

ARCHITECT
STATE
OF
CA
L

IFORNIA
KEVIN
C
. LEAMY No. 4965
12/31/24
Signature
Renewal Date
Date

XX/XX/XX

CITY OF ROSEVILLE APPROVAL
Know what'sbelow.
before you dig.Call
R
MAIDU PARK: FENCE EXHIBIT

FOR COUNCIL APPROVAL

NOT FOR BIDDING
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
ELEC. PULL BOX

STADIUM LIGHT

BIKE PATH

PARK BENCH
EXIST. CHAIN LINK FENCE

BIKE PATH
8 " OAK TREE
PROPOSED 6' HIGH PEDESTRIAN GATE.

FINISH: BLACK VINYL COATED.

SEE DETAIL B, LC-2.0.

PROPOSED 6' HIGH CHAIN LINK FENCE.

FINISH: BLACK VINYL COATED. SEE DETAIL A, LC-2.0.

NOTE: FINAL FENCE LOCATION TO BE VERIFIED IN
FIELD BASED ON EXISTING UTILITIES.PROPOSED 6' HIGH PEDESTRIAN GATE.

FINISH: BLACK VINYL COATED.

SEE DETAIL B, LC-2.0.

PROPOSED 6' HIGH CHAIN LINK
FENCE. FINISH: BLACK VINYL
COATED. SEE DETAIL A, LC-2.0.

PROPOSED 6' HIGH SLIDING
MAINTENANCE GATE. FINISH: BLACK
VINYL COATED. SEE DETAIL C, LC-2.0.

ADD ALTERNATE #2:

REMOVE 2" SOIL AND ADD
AGGREGATE BASE ROCK.

ADD ALTERNATE #1:

PROVIDE 6" WIDE CONCRETE
MOWSTRIP AT PERIMETER FENCE.

SEE DETAIL D, LC-2.0.
4 LC-1.2

AS SHOWN
AM

LANDSCAPE

CONSTRUCTION
PLAN: MAIDU PARK
FUHRMAN LEAMY LAND GROUP HEREBY EXPRESSLY RESERVES ITS COMMON LAW COPYRIGHT AND OTHER PROPERTY RIGHTS IN THESE PLANS. THESE PLANS AND DRAWINGS ARE NOT TO BE REPRODUCED, CHANGED OR COPIED IN ANY FORM OR MANNER WHATSOEVER WITHOUT FIRST OBTAINING THE EXPRESS WRITTEN PERMISSION OF FUHRMAN LEAMY LAND GROUP. NOR ARE THEY TO BE ASSIGNED TO ANY THIRD PARTY WITHOUT FIRST OBTAINING WRITTEN PERMISSION AND CONSENT.

FUHRMAN LEAMY

LAND GROUP
DESIGN ¥ SERVICE ¥ SOLUTIONS
2140 PROFESSIONAL DRIVE, SUITE 115
ROSEVILLE, CALIFORNIA 95661
916.783.5263 ̀FLLANDGROUP.COM
CLIENT:

PROJECT:

REVISIONSDATE
ISSUE
DRAWN BY :

CHECKED BY :

SCALE :

SHEET TITLE:

SHEET

OFSHEETS
JOB NO. :

KCL

PRELIMINARY

NOT FOR CONSTRUCTION
DATE
1 2
3 4
5 6
CRV: 22073

MAIDU, CENTRAL,
& CRABB PARK -

FENCE ADDITIONS

ROSEVILLE, CA

CITY OF ROSEVILLE
14 REG ISTERED

LANDSCAPE

ARCHITECT
STATE
OF
CA
L

IFORNIA
KEVIN
C
. LEAMY No. 4965
12/31/24
Signature
Renewal Date
Date

XX/XX/XX

CITY OF ROSEVILLE APPROVAL
Know what'sbelow.
before you dig.Call
R
MAIDU PARK: FENCE EXHIBIT

FOR COUNCIL APPROVAL

NOT FOR BIDDING
ELEC. PULL BOX
ELEC. PULL BOX
ELEC. PULL BOX

MAGNETIZED LITE

CONTROL BOX
ELEC. PULL BOX

STADIUM LIGHT

STADIUM LIGHT
ELEC. PULL BOX

STADIUM LIGHT
EXIST. 18" CMP
INV (IN)=167.98
INV (OUT)=167.79

BIKE PATH

MONUMENT &

INFORMATION SIGNS

GATE VALVE

TIE PROPOSED FENCE INTO EXISTING
FENCE. VERIFY LOCATION IN FIELD.

EXISTING CHAIN LINK FENCE.

VERIFY LOCATION IN FIELD.

EXISTING CHAIN LINK FENCE.

VERIFY LOCATION IN FIELD.

PROPOSED 6' HIGH CHAIN LINK
FENCE. FINISH: BLACK VINYL
COATED. SEE DETAIL A, LC-2.0.

PROPOSED 6' HIGH PEDESTRIAN GATE.

FINISH: BLACK VINYL COATED.

SEE DETAIL B, LC-2.0.

PROPOSED 6' HIGH CHAIN LINK
FENCE. FINISH: BLACK VINYL
COATED. SEE DETAIL A, LC-2.0.

PROPOSED 6' HIGH PEDESTRIAN GATE.

FINISH: BLACK VINYL COATED.

SEE DETAIL B, LC-2.0.

PROPOSED 6' HIGH PEDESTRIAN GATE.

FINISH: BLACK VINYL COATED.

SEE DETAIL B, LC-2.0.

PROPOSED 6' HIGH CHAIN LINK
FENCE. FINISH: BLACK VINYL
COATED. SEE DETAIL A, LC-2.0.

ADD ALTERNATE #1:

PROVIDE 6" WIDE CONCRETE
MOWSTRIP AT PERIMETER FENCE.

SEE DETAIL D, LC-2.0.

ADD ALTERNATE #1:

PROVIDE 6" WIDE CONCRETE
MOWSTRIP AT PERIMETER FENCE.

SEE DETAIL D, LC-2.0.
5 LC-1.3

AS SHOWN
AM

LANDSCAPE

CONSTRUCTION
PLAN: MAIDU PARK
FUHRMAN LEAMY LAND GROUP HEREBY EXPRESSLY RESERVES ITS COMMON LAW COPYRIGHT AND OTHER PROPERTY RIGHTS IN THESE PLANS. THESE PLANS AND DRAWINGS ARE NOT TO BE REPRODUCED, CHANGED OR COPIED IN ANY FORM OR MANNER WHATSOEVER WITHOUT FIRST OBTAINING THE EXPRESS WRITTEN PERMISSION OF FUHRMAN LEAMY LAND GROUP. NOR ARE THEY TO BE ASSIGNED TO ANY THIRD PARTY WITHOUT FIRST OBTAINING WRITTEN PERMISSION AND CONSENT.

FUHRMAN LEAMY

LAND GROUP
DESIGN ¥ SERVICE ¥ SOLUTIONS
2140 PROFESSIONAL DRIVE, SUITE 115
ROSEVILLE, CALIFORNIA 95661
916.783.5263 ̀FLLANDGROUP.COM
CLIENT:

PROJECT:

REVISIONSDATE
ISSUE
DRAWN BY :

CHECKED BY :

SCALE :

SHEET TITLE:

SHEET

OFSHEETS
JOB NO. :

KCL

PRELIMINARY

NOT FOR CONSTRUCTION
DATE
1 2
3 4
5 6
CRV: 22073

MAIDU, CENTRAL,
& CRABB PARK -

FENCE ADDITIONS

ROSEVILLE, CA

CITY OF ROSEVILLE
14 REG ISTERED

LANDSCAPE

ARCHITECT
STATE
OF
CA
L

IFORNIA
KEVIN
C
. LEAMY No. 4965
12/31/24
Signature
Renewal Date
Date

XX/XX/XX

CITY OF ROSEVILLE APPROVAL
Know what'sbelow.
before you dig.Call
R
MAIDU PARK: FENCE EXHIBIT

FOR COUNCIL APPROVAL

NOT FOR BIDDING
NO

PARKING
NO

PARKING
T
T
T
T
PROPOSED 6' OUTFIELD FENCE.

SEE DETAIL A, LC-2.0.

NOTE: PADDING TO BE PROVIDED
PER CITY SPECIFICATIONS.

ADD ALTERNATE #2:

PROPOSED WARNING TRACK.

BALL FIELD MIX PER CITY
DESIGN GUIDELINES.

EXISTING INFIELD.

PROTECT IN PLACE.

EXISTING OUTFIELD.

PROTECT IN PLACE.
200'
10'
200'
10'
PROPOSED 6' OUTFIELD FENCE.

SEE DETAIL A, LC-2.0.

NOTE: PADDING TO BE PROVIDED
PER CITY SPECIFICATIONS.

ADD ALTERNATE #2:

PROPOSED WARNING TRACK.

BALL FIELD MIX PER CITY
DESIGN GUIDELINES.

EXISTING INFIELD.

PROTECT IN PLACE.

EXISTING OUTFIELD.

PROTECT IN PLACE.

ADD ALTERNATE #1:

PROVIDE 6" WIDE CONCRETE
MOWSTRIP AT OUTFIELD FENCE.

SEE DETAIL D, LC-2.0.

ADD ALTERNATE #1:

PROVIDE 6" WIDE CONCRETE
MOWSTRIP AT OUTFIELD FENCE.

SEE DETAIL D, LC-2.0.
6 LC-1.4

AS SHOWN
AM

LANDSCAPE

CONSTRUCTION
PLAN: CENTRAL PARK
FUHRMAN LEAMY LAND GROUP HEREBY EXPRESSLY RESERVES ITS COMMON LAW COPYRIGHT AND OTHER PROPERTY RIGHTS IN THESE PLANS. THESE PLANS AND DRAWINGS ARE NOT TO BE REPRODUCED, CHANGED OR COPIED IN ANY FORM OR MANNER WHATSOEVER WITHOUT FIRST OBTAINING THE EXPRESS WRITTEN PERMISSION OF FUHRMAN LEAMY LAND GROUP. NOR ARE THEY TO BE ASSIGNED TO ANY THIRD PARTY WITHOUT FIRST OBTAINING WRITTEN PERMISSION AND CONSENT.

FUHRMAN LEAMY

LAND GROUP
DESIGN ¥ SERVICE ¥ SOLUTIONS
2140 PROFESSIONAL DRIVE, SUITE 115
ROSEVILLE, CALIFORNIA 95661
916.783.5263 ̀FLLANDGROUP.COM
CLIENT:

PROJECT:

REVISIONSDATE
ISSUE
DRAWN BY :

CHECKED BY :

SCALE :

SHEET TITLE:

SHEET

OFSHEETS
JOB NO. :

KCL

PRELIMINARY

NOT FOR CONSTRUCTION
DATE
1 2
3 4
5 6
CRV: 22073

MAIDU, CENTRAL,
& CRABB PARK -

FENCE ADDITIONS

ROSEVILLE, CA

CITY OF ROSEVILLE
14 REG ISTERED

LANDSCAPE

ARCHITECT
STATE
OF
CA
L

IFORNIA
KEVIN
C
. LEAMY No. 4965
12/31/24
Signature
Renewal Date
Date

XX/XX/XX

CITY OF ROSEVILLE APPROVAL
Know what'sbelow.
before you dig.Call
R

CENTRAL PARK

FOR COUNCIL APPROVAL

NOT FOR BIDDING
15"SD
12"W
TEL
SL
EL
EL
XFR
319.0
320.0
319.0
4"PD
6"SD
(E)DIRIM=319.206"INV(NW)=317.186"INV(SE)=314.894"INV(NE)=314.89 (E)DIRIM=318.756"INV(SE)=317.25
(E)SUMPRIM=318.206"INV(NE)=315.62
(E)SSCORIM=319.166"INV(SW)=316.92
(E)DIRIM=313.6715"INV(SW)=305.97
EL

2.5"W
2"W
1"W
2"W
2"W
6"SD
4"PD
4"PD
4"PD
4"PD
(E)DIRIM=312.70
4"SS
1"W

2.5"W
A
A
X
X
X
X
X
X
X
X
X
X
PROPOSED 6' OUTFIELD FENCE.

SEE DETAIL A, LC-2.0.

NOTE: PADDING TO BE PROVIDED
PER CITY SPECIFICATIONS.

ADD ALTERNATE #2:

PROPOSED WARNING TRACK.

BALL FIELD MIX PER CITY
DESIGN GUIDELINES.EXISTING INFIELD.

PROTECT IN PLACE.

EXISTING OUTFIELD.

PROTECT IN PLACE.
200' 10'
200'
10'
PROPOSED 6' OUTFIELD FENCE.

SEE DETAIL A, LC-2.0.

NOTE: PADDING TO BE PROVIDED
PER CITY SPECIFICATIONS.

ADD ALTERNATE #2:

PROPOSED WARNING TRACK.

BALL FIELD MIX PER CITY
DESIGN GUIDELINES.

EXISTING INFIELD.

PROTECT IN PLACE.

EXISTING OUTFIELD.

PROTECT IN PLACE.

ADD ALTERNATE #1:

PROVIDE 6" WIDE CONCRETE
MOWSTRIP AT OUTFIELD FENCE.

SEE DETAIL D, LC-2.0.

ADD ALTERNATE #1:

PROVIDE 6" WIDE CONCRETE
MOWSTRIP AT OUTFIELD FENCE.

SEE DETAIL D, LC-2.0.
7 LC-1.5

AS SHOWN
AM

LANDSCAPE

CONSTRUCTION
PLAN: CRABB PARK
FUHRMAN LEAMY LAND GROUP HEREBY EXPRESSLY RESERVES ITS COMMON LAW COPYRIGHT AND OTHER PROPERTY RIGHTS IN THESE PLANS. THESE PLANS AND DRAWINGS ARE NOT TO BE REPRODUCED, CHANGED OR COPIED IN ANY FORM OR MANNER WHATSOEVER WITHOUT FIRST OBTAINING THE EXPRESS WRITTEN PERMISSION OF FUHRMAN LEAMY LAND GROUP. NOR ARE THEY TO BE ASSIGNED TO ANY THIRD PARTY WITHOUT FIRST OBTAINING WRITTEN PERMISSION AND CONSENT.

FUHRMAN LEAMY

LAND GROUP
DESIGN ¥ SERVICE ¥ SOLUTIONS
2140 PROFESSIONAL DRIVE, SUITE 115
ROSEVILLE, CALIFORNIA 95661
916.783.5263 ̀FLLANDGROUP.COM
CLIENT:

PROJECT:

REVISIONSDATE
ISSUE
DRAWN BY :

CHECKED BY :

SCALE :

SHEET TITLE:

SHEET

OFSHEETS
JOB NO. :

KCL

PRELIMINARY

NOT FOR CONSTRUCTION
DATE
1 2
3 4
5 6
CRV: 22073

MAIDU, CENTRAL,
& CRABB PARK -

FENCE ADDITIONS

ROSEVILLE, CA

CITY OF ROSEVILLE
14 REG ISTERED

LANDSCAPE

ARCHITECT
STATE
OF
CA
L

IFORNIA
KEVIN
C
. LEAMY No. 4965
12/31/24
Signature
Renewal Date
Date

XX/XX/XX

CITY OF ROSEVILLE APPROVAL
Know what'sbelow.
before you dig.Call
R

CRABB PARK

FOR COUNCIL APPROVAL

NOT FOR BIDDING
8 LC-2.0

AS SHOWN
AM

LANDSCAPE

CONSTRUCTION

DETAILS
FUHRMAN LEAMY LAND GROUP HEREBY EXPRESSLY RESERVES ITS COMMON LAW COPYRIGHT AND OTHER PROPERTY RIGHTS IN THESE PLANS. THESE PLANS AND DRAWINGS ARE NOT TO BE REPRODUCED, CHANGED OR COPIED IN ANY FORM OR MANNER WHATSOEVER WITHOUT FIRST OBTAINING THE EXPRESS WRITTEN PERMISSION OF FUHRMAN LEAMY LAND GROUP. NOR ARE THEY TO BE ASSIGNED TO ANY THIRD PARTY WITHOUT FIRST OBTAINING WRITTEN PERMISSION AND CONSENT.

FUHRMAN LEAMY

LAND GROUP
DESIGN ¥ SERVICE ¥ SOLUTIONS
2140 PROFESSIONAL DRIVE, SUITE 115
ROSEVILLE, CALIFORNIA 95661
916.783.5263 ̀FLLANDGROUP.COM
CLIENT:

PROJECT:

REVISIONSDATE
ISSUE
DRAWN BY :

CHECKED BY :

SCALE :

SHEET TITLE:

SHEET

OFSHEETS
JOB NO. :

KCL

PRELIMINARY

NOT FOR CONSTRUCTION
DATE
1 2
3 4
5 6
CRV: 22073

MAIDU, CENTRAL,
& CRABB PARK -

FENCE ADDITIONS

ROSEVILLE, CA

CITY OF ROSEVILLE
14 REG ISTERED

LANDSCAPE

ARCHITECT
STATE
OF
CA
L

IFORNIA
KEVIN
C
. LEAMY No. 4965
12/31/24
Signature
Renewal Date
Date

XX/XX/XX

CITY OF ROSEVILLE APPROVAL
6" CONCRETE MOWSTRIP WITH METAL FENCE
1 1/2" = 1'-0"
6'
4"
NOTES:

1. SEE LAYOUT PLAN FOR ADJACENT
PAVEMENT SURFACES.
1 FENCE POST CENTERED IN MOWSTRIP.

PROVIDE 3/8" FELT EXPANSION JOINT
AROUND POST AT CONCRETE.
1 2
4" X 6" CONCRETE MOWSTRIP.2
3 COMPACTED SUB-GRADE TO 90%
RELATIVE COMPACTION.
3 4
1/4" RADIUS TOOLED EDGE, TYP.4
5 FINISH GRADE.5
6 COMPACTED BASE ROCK. DEPTH AND

SPECIFICATIONS PER PROJECT SOILS
REPORT.
6 7
DPR-22073-11

BROLLING CHAIN LINK MAINTAINENCE GATE
N.T.S.

CMANUAL ACCESS PEDESTRIAN GATE
N.T.S.

CHAIN LINK FENCE

NOT TO SCALE
APR-22073-40
ADD ALTERNATE #1

FOR COUNCIL APPROVAL

NOT FOR BIDDING
X
X
X
X
X
X

X X X X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X

XXXXXXXXXXX
X
X
X
X
X
X
X
173.00
172.00
176.00
170.00
171.00
1 (1 1/2")
3 (2")
2 (2")
4 (2") 5 (2")6 (1 1/2") 8 (2") 9 (2") 10 (2")11 (2")
15 (1 1/2")
23 (2")24 (2")25 (2")
35 (2")36 (2")37 (2")41 (2')
12 (2")13 (2") 14 (2")
16 (1 1/2")
17 (1 1/2")
18 (2")
19 (2")
20 (2")
21 (1 1/2")
22 (2")
34 (1 1/2")
26 (2")
38 (2")
27 (2")
39 (2")
28 (2")
40 (2")
29 (2")30 (2")
42 (1 1/2")43 (1 1/2")
31 (1 1/2")
47 48
4950
C47

83.7 2"
RH
C48

83.7 2"
RH
2 2
52 53555456
C52

55.8 2"
RHC53

37.2 1-1/2"
RH
C54

44.4 1-1/2"
RH
C55

44.4 1-1/2"
RH
C56

44.4 1-1/2"
RH
2 2

SHIFT ALL EXISTING HEADS
ON VALVE 18 TO INSIDE OF
FENCE AS SHOWN.

EXISTING VALVE 18
TO BE REVISED.

SHIFT ALL EXISTING HEADS
ON VALVE 20 TO INSIDE OF
FENCE AS SHOWN.

EXISTING VALVE 20
TO BE REVISED.

EXISTING VALVE 12
TO BE REVISED.

EXISTING VALVE 6
TO BE REVISED.

SHIFT EXISTING HEAD
ON VALVE 6 TO INSIDE
OF FENCE AS SHOWN.

SHIFT ALL EXISTING HEADS
ON VALVE 12 TO INSIDE OF
FENCE AS SHOWN.

EXISTING LATERAL(S) TO REMAIN.

VERIFY ALL EQUIPMENT IN FIELD.

TYPICAL.

EXISTING LATERAL(S) TO REMAIN.

VERIFY ALL EQUIPMENT IN FIELD.

TYPICAL.

EXISTING LATERAL(S) TO REMAIN.

VERIFY ALL EQUIPMENT IN FIELD.

TYPICAL.

NEW LATERAL(S) FOR
RELOCATED HEADS. TYPICAL.

IRRIGATION LIST & LEGEND

SYMBOLMANUFACTURER/MODEL/DESCRIPTIONPSI GPM RADIUS
EXISTING RAIN BIRD: RVAN18 - RD06-SAM-P45
TURF ROTARY, 13FT.-18FT. 45-270° AND 360°. HAND
ADJUSTABLE MULTI-STREAM ROTARY W/1800 TURF SPRAY
BODY ON 6IN. POP-UP, WITH CHECK VALVE AND 45 PSI IN-STEM PRESSURE REGULATOR.
450.5-1.5
GPM17'
EXISTING RAIN BIRD: RVAN14 - RD06-SAM-P45
TURF ROTARY, 8FT.-14FT. 45-270° AND 360°. HAND
ADJUSTABLE MULTI-STREAM ROTARY W/1800 TURF SPRAY
BODY ON 6IN. POP-UP, WITH CHECK VALVE AND 45 PSI IN-STEM PRESSURE REGULATOR.
450.3-0.9
GPM14'
EXISTING RAIN BIRD: 8005-SS 12
TURF ROTOR, 5IN. POP-UP W/STAINLESS STEEL RISER,

STANDARD NOZZLE W/SEAL-A-MATIC CHECK VALVE,
ADJUSTABLE 50-330° ARC, AND 360° NON-REVERSING
FULL-CIRCLE.NOTE: ADJUST HEADS AS NOTED ON PLANS. VERIFY ALLEQUIPMENT IN FIELD AND REPLACE AS NECESSARY. 5011.1
GPM57'
EXISTING RAIN BIRD: 8005-SS 10
TURF ROTOR, 5IN. POP-UP W/STAINLESS STEEL RISER,

STANDARD NOZZLE W/SEAL-A-MATIC CHECK VALVE,
ADJUSTABLE 50-330° ARC, AND 360° NON-REVERSING
FULL-CIRCLE.NOTE: ADJUST HEADS AS NOTED ON PLANS. VERIFY ALLEQUIPMENT IN FIELD AND REPLACE AS NECESSARY. 509.3
GPM53'
EXISTING RAIN BIRD: 8005-SS 10 (TO BE RELOCATED)
VERIFY ALL EQUIPMENT IN FIELD AND REPLACE AS NECESSARY.509.3 GPM53'

SYMBOLMANUFACTURER/MODEL/DESCRIPTION
EXISTING RAINBIRD: PEB-PRS-D
REMOTE CONTROL VALVE. LOW FLOW OPERATING CAPABILITY, GLOBE CONFIGURATION W/PRESSURE REGULATOR MODULE. VERIFY ALL EQUIPMENT IN FIELD AND REPLACE AS NECESSARY.

EXISTING IRRIGATION LATERAL LINE TO REMAIN:

VERIFY ALL SIZES AND LOCATION IN FIELD. PROTECT IN PLACE.

EXISTING IRRIGATION LATERAL LINE TO BE DEMO'D:

DEMO PER PLAN. VERIFY ALL SIZES AND LOCATION IN FIELD.

PROPOSED IRRIGATION LATERAL LINE: PVC SCHEDULE 40
ALES NOT A ETED
ALES A ETED

)3" N2*"/

)3" ),4

)3" S&7"
.
ȱ ȱȇ

A
T
T
SȒS
TRȒT
TȒT NN
IȒ &,/"*"!&
1&,+
S
9 LI-1.1

AS SHOWN
AM

LANDSCAPE

IRRIGATION
PLAN: MAIDU PARK
FUHRMAN LEAMY LAND GROUP HEREBY EXPRESSLY RESERVES ITS COMMON LAW COPYRIGHT AND OTHER PROPERTY RIGHTS IN THESE PLANS. THESE PLANS AND DRAWINGS ARE NOT TO BE REPRODUCED, CHANGED OR COPIED IN ANY FORM OR MANNER WHATSOEVER WITHOUT FIRST OBTAINING THE EXPRESS WRITTEN PERMISSION OF FUHRMAN LEAMY LAND GROUP. NOR ARE THEY TO BE ASSIGNED TO ANY THIRD PARTY WITHOUT FIRST OBTAINING WRITTEN PERMISSION AND CONSENT.

FUHRMAN LEAMY

LAND GROUP
DESIGN ¥ SERVICE ¥ SOLUTIONS
2140 PROFESSIONAL DRIVE, SUITE 115
ROSEVILLE, CALIFORNIA 95661
916.783.5263 ̀FLLANDGROUP.COM
CLIENT:

PROJECT:

REVISIONSDATE
ISSUE
DRAWN BY :

CHECKED BY :

SCALE :

SHEET TITLE:

SHEET

OFSHEETS
JOB NO. :

KCL

PRELIMINARY

NOT FOR CONSTRUCTION
DATE
1 2
3 4
5 6
CRV: 22073

MAIDU, CENTRAL,
& CRABB PARK -

FENCE ADDITIONS

ROSEVILLE, CA

CITY OF ROSEVILLE
14 REG ISTERED

LANDSCAPE

ARCHITECT
STATE
OF
CA
L

IFORNIA
KEVIN
C
. LEAMY No. 4965
12/31/24
Signature
Renewal Date
Date

XX/XX/XX

CITY OF ROSEVILLE APPROVAL
Know what'sbelow.
before you dig.Call
R

MAIDU PARK

FOR COUNCIL APPROVAL

NOT FOR BIDDING
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
175.00
174.00
173.00
177.00
177.00
177.00
176.00
181.00180.00
179.00
178.00
23 (2")24 (2")25 (2")
35 (2")36 (2")37 (2")41 (2')
22 (2")
34 (1 1/2")
45 (1 1/2")
44 (2")
46 (1 1/2")
32 (2")
33 (2")
26 (2")
38 (2")
27 (2")
39 (2")
28 (2")
40 (2")
29 (2")30 (2")
42 (1 1/2")43 (1 1/2")
31 (1 1/2")
4950
C49

83.7 2"
RH
C50

83.7 2"
RH
2 C51

83.7 2"
RH
512

SHIFT ALL EXISTING HEADS
ON VALVE 44 TO INSIDE OF
FENCE AS SHOWN.

EXISTING VALVE 44
TO BE REVISED.

EXISTING LATERAL(S) TO REMAIN.

VERIFY ALL EQUIPMENT IN FIELD.

TYPICAL.

NEW LATERAL(S) FOR
RELOCATED HEADS. TYPICAL.
10 LI-1.2

AS SHOWN
AM

LANDSCAPE

FUHRMAN LEAMY

LAND GROUP
DESIGN ¥ SERVICE ¥ SOLUTIONS
2140 PROFESSIONAL DRIVE, SUITE 115
ROSEVILLE, CALIFORNIA 95661
916.783.5263 ̀FLLANDGROUP.COM
CLIENT:

PROJECT:

REVISIONSDATE
ISSUE
DRAWN BY :

CHECKED BY :

SCALE :

SHEET TITLE:

SHEET

OFSHEETS
JOB NO. :

KCL

PRELIMINARY

NOT FOR CONSTRUCTION
DATE
1 2
3 4
5 6
CRV: 22073

MAIDU, CENTRAL,
& CRABB PARK -

FENCE ADDITIONS

ROSEVILLE, CA

CITY OF ROSEVILLE
14 REG ISTERED

LANDSCAPE

ARCHITECT
STATE
OF
CA
L

IFORNIA
KEVIN
C
. LEAMY No. 4965
12/31/24
Signature
Renewal Date
Date

XX/XX/XX

CITY OF ROSEVILLE APPROVAL
Know what'sbelow.
before you dig.Call
R

MAIDU PARK

FOR COUNCIL APPROVAL

NOT FOR BIDDING
175.00
174.00
173.00
172.00
171.00
170.00
177.00
176.00
181.00180.00
179.00
178.00
1 (1 1/2")
2 (2")
43 (1 1/2")
4748
C33

44.4 1-1/2"
RH
C81

44.4 2"
RH
2 5253555456
59 58
616063626968 64
65 717073727576
57 74
C52

55.8 2"
RHC53

37.2 1-1/2"
RH
C54

44.4 1-1/2"
RH
C55

44.4 1-1/2"
RH
C58

44.4 1-1/2"
RH
C59

44.4 1-1/2"
RH
C56

44.4 1-1/2"
RH
C57

44.4 1-1/2"
RH
C60

44.4 1-1/2"
RH
C61

44.4 1-1/2"
RH
C62

44.4 1-1/2"
RH
C63

44.4 1-1/2"
RH
C64

55.5 2"
RH
C65

55.5 2"
RH
C68

44.4 1-1/2"
RH
C69

44.4 1-1/2"
RH
C70

66.6 2"
RH
C71

44.4 1-1/2"
RH
C80

55.5 2"
RH
66 67
C66

44.4 2"
RH
C67

44.4 2"
RH
C72

44.4 1-1/2"
RH
C73

44.4 1-1/2"
RH
C74

22.2 1"
RH
C75

44.4 1-1/2"
RH
C77

25.5 1-1/2"
RRH
C76

66.6 2"
RH
77 C78

55.5 2"
RH
C79

16.2 1"
RRH
78 79
80 81
2 2
2 2
2 2
2 2
2 2
2 2
2 2
2 2 2
11 LI-1.3

AS SHOWN
AM

LANDSCAPE

FUHRMAN LEAMY

LAND GROUP
DESIGN ¥ SERVICE ¥ SOLUTIONS
2140 PROFESSIONAL DRIVE, SUITE 115
ROSEVILLE, CALIFORNIA 95661
916.783.5263 ̀FLLANDGROUP.COM
CLIENT:

PROJECT:

REVISIONSDATE
ISSUE
DRAWN BY :

CHECKED BY :

SCALE :

SHEET TITLE:

SHEET

OFSHEETS
JOB NO. :

KCL

PRELIMINARY

NOT FOR CONSTRUCTION
DATE
1 2
3 4
5 6
CRV: 22073

MAIDU, CENTRAL,
& CRABB PARK -

FENCE ADDITIONS

ROSEVILLE, CA

CITY OF ROSEVILLE
14 REG ISTERED

LANDSCAPE

ARCHITECT
STATE
OF
CA
L

IFORNIA
KEVIN
C
. LEAMY No. 4965
12/31/24
Signature
Renewal Date
Date

XX/XX/XX

CITY OF ROSEVILLE APPROVAL
Know what'sbelow.
before you dig.Call
R

MAIDU PARK

SHEET SHOWN FOR REFERENCE

FOR COUNCIL APPROVAL

NOT FOR BIDDING
NO

PARKING
NO

PARKING
T
T
T
T
B
T
T
T
T
T
T
T
T
T
T
T
T
T
T
T
T
T
T
T
T
TT
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1"
B49

10.0 BUB1"
B50

13.4 DRIP
1"
B68

13.0 BUB
1"
B15

4.0 S 1"
B35

18.3 VAN
1"
B51

24.7 VAN
1"
B48

17.8 VAN
1"
B47

21.4 VAN
1-1/2"
B4

45.9 ROTOR
1"
B38

17.3 VAN
1"
B22

14.0 VAN1"
B21

12.0 VAN
1"
B67

36.5 ROTOR
1"
B54

38.1 ROTOR
1"
B55

11.6 ROTOR
1"
B52

25.0 ROTOR
1 1
1 1
1 1
1 1
1 1
1"
B70

22.2 ROTOR
1"
B71

22.2 ROTOR
1"
B73

11.1 ROTOR
1-1/2"
B69

44.4 ROTOR
1-1/2"
B72

44.4 ROTOR
1-1/2"
B74

44.4 ROTOR
1-1/2"
B10

44.4 ROTOR
1-1/2"
B9

33.3 ROTOR
1-1/2"
B8

44.4 ROTOR
1"
B7

22.2 ROTOR
1"
B6

22.2 ROTOR
1-1/2"
B5

44.4 ROTOR
1-1/2"
B14

44.4 ROTOR
1"
B12

22.2 ROTOR
1"
B11

22.2 ROTOR
1-1/2"
B13

44.4 ROTOR
1-1/2"
B18

44.4 ROTOR1"
B19

11.1 ROTOR
1-1/2"
B20

44.4 ROTOR
1-1/2"
B23

33.3 ROTOR
1-1/2"
B24

44.4 ROTOR
1"
B26

22.2 ROTOR
1"
B25

22.2 ROTOR
1-1/2"
B27

44.4 ROTOR
1"
B28

4.01"
B29

3.9 S
T
2 2
2 2
2 2
2 2
2 2
2 2
2 2
2 2
2 2
2 2
2 2
2 1-1/2"
B75

48.0 ROTOR
1-1/2"
B76

8.0 ROTOR
1-1/2"
B77

40.0 ROTOR
1"
B32

17.8 VAN
1"
B31

20.4 VAN
1-1/2"
B17

40.0 ROTOR
1-1/2"
B16

48.0 ROTOR
1"
B34

19.2 VAN
1"
B33

19.6 VAN
1-1/2"
B2

45.8 ROTOR
1"
B78

13.0 VAN
T
1-1/2"
B36

37.6 ROTOR
1-1/2"
B37

36.1 ROTOR
1"
B1

22.1 VAN
1-1/2"
B53

40.0 ROTOR
1-1/2"
B3

41.5 ROTOR
1"
B30

21.7 VAN
L
A
A
1"
B81

4.5 DRIP
1"
B82

4.0 DRIP

TIE NEW HEAD INTO
EXISTING LINE.

DEMO EXISTING HEADS AND
LATERALS ON VALVE B27.

DEMO EXISTING HEADS AND
LATERALS ON VALVE B13.

EXISTING VALVE B13
TO BE REVISED.

EXISTING VALVE B27
TO BE REVISED.

50.3 VAN
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙǗǙǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙǗǙ
ǗǙ
ǗǙ
ǗǙ
VAN

38.7 PROVIDE NEW HEADS ON
VALVE B27 AS SHOWN.

REVISE (6) EXISTING FULL

PATTERN HEADS TO HALF
CIRCLE PATTERN AS SHOWN.

REVISE LATERALS AS SHOWN.
ǖǗ
ǖǗ
ǖǗ
ǖǗ
ǖǗ
ǖǗ

TIE NEW LATERAL
INTO EXISTING LINE.

33.3 33.3
EXISTING VALVE B14
TO BE REVISED.

EXISTING VALVE B24
TO BE REVISED.

DISCONNECT FULL HEAD
ROTOR FROM VALVE B24 &
CONNECT TO VALVE B23.

DISCONNECT FULL HEAD
ROTOR FROM VALVE B14 &
CONNECT TO VALVE B23.

TIE NEW LATERAL
TO VALVE B23.

EXISTING VALVE B23
TO BE REVISED.

55.5 ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝǖǝǖǝǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝǖǝǖǝǖǝǖǝ
ǖǝ
ǖǝ

TIE NEW HEAD INTO
EXISTING LINE.

PROVIDE NEW HEADS ON
VALVE B13 AS SHOWN.

EXISTING VALVE B8
TO BE REVISED.

EXISTING VALVE B9
TO BE REVISED.

EXISTING VALVE B5
TO BE REVISED.ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ
ǗǙ

TIE NEW HEAD INTO
EXISTING LINE.

VAN

50.1 DEMO EXISTING HEADS AND
LATERALS ON VALVE B5.

PROVIDE NEW HEADS
ON VALVE B5 AS SHOWN.

DEMO EXISTING HEADS AND
LATERALS ON VALVE B69.
ǖǗ
ǖǗ
ǖǗ
ǖǗ
ǖǗ
ǖǗ
EXISTING VALVE B72
TO BE REVISED.

EXISTING VALVE B69
TO BE REVISED.

35.3 33.3

33.3 TIE NEW LATERAL
INTO EXISTING LINE.

DISCONNECT FULL HEAD
ROTOR FROM VALVE B8 &
CONNECT TO VALVE B9.

TIE NEW LATERAL
TO VALVE B9.

DISCONNECT FULL HEAD
ROTOR FROM VALVE B72 &
CONNECT TO VALVE B9.

55.5 PROVIDE NEW HEADS ON
VALVE B69 AS SHOWN.

TIE NEW HEAD INTO
EXISTING LINE.

REVISE (6) EXISTING FULL

PATTERN HEADS TO HALF
CIRCLE PATTERN AS SHOWN.

REVISE LATERALS AS SHOWN.
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
ǖǝ
VAN

IRRIGATION LIST & LEGEND

SYMBOLMANUFACTURER/MODEL/DESCRIPTIONPSI GPM RADIUS
PROPOSED RAIN BIRD: R-VAN18 1806-SAM-P45
TURF ROTARY, 13FT.-18FT (45-270° AND 360°). HAND
ADJUSTABLE MULTI-STREAM ROTARY W/1800 TURF SPRAY
BODY ON 6IN. POP-UP, W/CHECK VALVE AND 45 PSI IN-STEM
PRESSURE REGULATOR. 1/2IN. NPT FEMALE THREADED INLET.
450.5-1.5
GPM18'
PROPOSED RAIN BIRD: R-VAN24 1806-SAM-P45
TURF ROTARY, 17FT.-24FT (45-270° AND 360°). HAND
ADJUSTABLE MULTI-STREAM ROTARY W/1800 TURF SPRAY
BODY ON 6IN. POP-UP, W/CHECK VALVE AND 45 PSI IN-STEM
PRESSURE REGULATOR. 1/2IN. NPT FEMALE THREADED INLET.
450.8-2.5
GPM24'
EXISTING RAIN BIRD: 8005-SS 12
TURF ROTOR, 5IN. POP-UP W/STAINLESS STEEL RISER,

STANDARD NOZZLE W/SEAL-A-MATIC CHECK VALVE,
ADJUSTABLE 50-330° ARC, AND 360° NON-REVERSING
FULL-CIRCLE.NOTE: ADJUST HEADS AS NOTED ON PLANS. VERIFY ALLEQUIPMENT IN FIELD AND REPLACE AS NECESSARY. 50 11.1 57'
EXISTING RAIN BIRD: 8005-SS 12 (TO REMAIN)
VERIFY ALL EQUIPMENT IN FIELD AND REPLACE AS NECESSARY.-- -- -- EXISTING RAIN BIRD: 8005-SS 12 (TO BE REMOVED)
REMOVE AS SHOWN ON PLANS. VERIFY IN FIELD.-- -- --

EXISTING IRRIGATION LATERAL LINE TO REMAIN:

VERIFY ALL SIZES AND LOCATION IN FIELD. PROTECT IN PLACE.

EXISTING IRRIGATION LATERAL LINE TO BE DEMO'D:

DEMO PER PLAN. VERIFY ALL SIZES AND LOCATION IN FIELD.

PROPOSED IRRIGATION LATERAL LINE: PVC SCHEDULE 40
ǖǗ
ALES NOT AETED
ALES AETED
ǖǝǖǝ
AD
ǗǙǗǙ
AD
N

S
E D
1 1
1"
X
X
X
12 LI-1.4

AS SHOWN
AM

LANDSCAPE

IRRIGATION
PLAN: CENTRAL PARK
FUHRMAN LEAMY LAND GROUP HEREBY EXPRESSLY RESERVES ITS COMMON LAW COPYRIGHT AND OTHER PROPERTY RIGHTS IN THESE PLANS. THESE PLANS AND DRAWINGS ARE NOT TO BE REPRODUCED, CHANGED OR COPIED IN ANY FORM OR MANNER WHATSOEVER WITHOUT FIRST OBTAINING THE EXPRESS WRITTEN PERMISSION OF FUHRMAN LEAMY LAND GROUP. NOR ARE THEY TO BE ASSIGNED TO ANY THIRD PARTY WITHOUT FIRST OBTAINING WRITTEN PERMISSION AND CONSENT.

FUHRMAN LEAMY

LAND GROUP
DESIGN ¥ SERVICE ¥ SOLUTIONS
2140 PROFESSIONAL DRIVE, SUITE 115
ROSEVILLE, CALIFORNIA 95661
916.783.5263 ̀FLLANDGROUP.COM
CLIENT:

PROJECT:

REVISIONSDATE
ISSUE
DRAWN BY :

CHECKED BY :

SCALE :

SHEET TITLE:

SHEET

OFSHEETS
JOB NO. :

KCL

PRELIMINARY

NOT FOR CONSTRUCTION
DATE
1 2
3 4
5 6
CRV: 22073

MAIDU, CENTRAL,
& CRABB PARK -

FENCE ADDITIONS

ROSEVILLE, CA

CITY OF ROSEVILLE
14 REG ISTERED

LANDSCAPE

ARCHITECT
STATE
OF
CA
L

IFORNIA
KEVIN
C
. LEAMY No. 4965
12/31/24
Signature
Renewal Date
Date

XX/XX/XX

CITY OF ROSEVILLE APPROVAL
Know what'sbelow.
before you dig.Call
R

CENTRAL PARK

FOR COUNCIL APPROVAL

NOT FOR BIDDING
15"SD
12"SD
8"SD
12"W
12"W
FH
TEL
SL
EL
EL
XFR
319.0
320.0
319.0
4"PD
6"SD
(E)DIRIM=319.206"INV(NW)=317.186"INV(SE)=314.894"INV(NE)=314.89 (E)DIRIM=318.756"INV(SE)=317.25
(E)DIRIM=312.758"INV(SE)=311.4512"INV(NE)=306.40
(E)SUMPRIM=318.206"INV(NE)=315.62
(E)SSCORIM=319.166"INV(SW)=316.92
(E)DIRIM=313.6715"INV(SW)=305.97
EL

2.5"W
2"W
1"W
2"W
2"W
6"SD
4"PD
4"PD
4"PD
4"PD
(E)DIRIM=312.70
4"SS
C
C
1"W

2.5"W
A
A
X
X
X
X
X
X
X
X
X
X
K
K
K
K
M
T
T
M
TM
O
M
M
M
M
M
M
M
M
M
M
M
T
M
M
M
M
M
M
M
M
M
M
M
K
K
K
K
K
K
K
K
K
K
K
K
K
K
K
K
M M
M
MM
M O
1"
B30

23.0 B30
11 2"
B31

28.0 B31
11 2"
B32

29.0 B32
1"
B33

2.52 B33
1"
B34

7.00 B34
11 2"
B37

26.0 B37
2"
B38

22.0 B38
1"

3.00 B39
B39
1"
B40

15.0 B40
1"
B41

22.5 B41
11 2"

30.0 B42
B42
1"

4.50 B43
B43
2"
B44

21.0 B44
1"

16.9 B45
B45
1"
B35

16.9 B35
2"

21.0 B36
B36
3"
A34 122 A34
3"
A35 111 A35
3"
A36 77.1 A36
3"
A37 71.6 A37
3"
A38 124
A38
3"
B20 133
B20
3"
B21 111
B21
3"
B22 99.3
B22
3"
B23 77.7
B23
3"
B24 111
B24
112"

25.5B25
B25
1"

23.0B26
B26
1"

21.3B27
B27
K
C P
1 2
C P
1 2
ǖǗ
ǖǗ
ǖǗ
ǖǗ
ǖǗ
ǖǗ
ǖǗ
ǖǗ

88.8 EXISTING VALVE A35
TO BE REVISED.

EXISTING VALVE A36
TO BE REVISED.

64.5 ǖǗ
ǖǗ
ǖǗ
ǖǕ
ǖǕ
ǖǙ

TIE NEW LATERAL
INTO EXISTING LINE.

SHIFT ALL EXISTING HEADS
ON VALVE A35 BACK AS
SHOWN. POSITION 2' AWAY
FROM NEW FENCE.

TIE NEW LATERAL

INTO EXISTING HEAD
ON VALVE A37.

Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ

REVISE ALL EXISTING HEADS
ON VALVE A36 TO HALF
CIRCLE PATTERN AS SHOWN.

KEEP LATERALS IN PLACE.

A39
1-1/2"

49.5 NEW
PROVIDE NEW VALVE A39
AS SHOWN. TRACE WIRES

BACK TO EXISTING
CONTROLLER 'A'.

A39
2' TYP.

DEMO EXISTING LATERAL

AND CONNECT EXISTING

FULL PATTERN HEAD TO
VALVE A37.

DEMO EXISTING LATERAL

AND CONNECT EXISTING

FULL PATTERN HEAD TO
VALVE A37.

EXISTING VALVE A37
TO BE REVISED.

95.3 ǖǗ
ǖǗ
ǖǗ
ǖǗ
ǖǗ
ǖǗ
ǖǗ
ǖǗ

TIE NEW LATERAL
INTO EXISTING LINE.

88.8 SHIFT ALL EXISTING HEADS
ON VALVE B21 BACK AS
SHOWN. POSITION 2' AWAY
FROM NEW FENCE.
2'
TYP. DEMO EXISTING LATERAL

AND CONNECT EXISTING

FULL PATTERN HEAD TO
VALVE B23.

64.5 DEMO EXISTING LATERAL

AND CONNECT EXISTING

FULL PATTERN HEAD TO
VALVE B23.

TIE NEW LATERAL

INTO EXISTING HEAD
ON VALVE B23.
ǖǙ
ǖǗ
ǖǗ
ǖǗ ǖǕ
ǖǕ

DEMO EXISTING LATERAL

AND CONNECT EXISTING

FULL PATTERN HEAD TO
VALVE B23.
101.4
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
ǗǚǗǚǗǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ Ǘǚ Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
Ǘǚ
EXISTING VALVE B23
TO BE REVISED.

EXISTING VALVE B22
TO BE REVISED.

PROVIDE NEW VALVE B46
AS SHOWN. TRACE WIRES

BACK TO EXISTING
CONTROLLER 'B'.

B46 EXISTING VALVE B21
TO BE REVISED.

REVISE ALL EXISTING HEADS
ON VALVE B22 TO HALF
CIRCLE PATTERN AS SHOWN.

KEEP LATERALS IN PLACE.

B46
1-1/2"

57.4 NEW

IRRIGATION LIST & LEGEND

SYMBOLMANUFACTURER/MODEL/DESCRIPTIONPSI GPM RADIUS
PROPOSED RAIN BIRD: 5006-PC-MPR 25
TURF ROTOR, 6IN. POP-UP, PLASTIC RISER, MATCHED
PRECIPITATION ROTOR (MPR NOZZLE). ARC AND RADIUS AS
PER SYMBOL. (
25 FT=RED, 30 FT=GREEN, 35FT=BEIGE).
451.0-3.8
GPM25'
EXISTING RAIN BIRD: 8005-SS 10
TURF ROTOR, 5IN. POP-UP W/STAINLESS STEEL RISER,

SYMBOLMANUFACTURER/MODEL/DESCRIPTION
EXISTING RAINBIRD: 300-BPES-PRS-D GLOBE
3" BRASS ELECTRIC REMOTE CONTROL VALVE W/GLOBE CONFIGURATION AND PRESSURE REGULATOR MODULE. VERIFY ALL EQUIPMENT IN FIELD AND REPLACE AS NECESSARY.

PROPOSED RAINBIRD: PEB-PRS-D
1", 1-1/2", 2" REMOTE CONTROL VALVE. LOW FLOW OPERATING CAPABILITY, GLOBE CONFIGURATION W/PRESSURE REGULATOR MODULE.NOTE: VALVES WIRES TO BE TRACED BACK TO CONTROLLER OR USE A DOUBLER.

EXISTING IRRIGATION LATERAL LINE TO REMAIN:

VERIFY ALL SIZES AND LOCATION IN FIELD. PROTECT IN PLACE.

EXISTING IRRIGATION LATERAL LINE TO BE DEMO'D:

DEMO PER PLAN. VERIFY ALL SIZES AND LOCATION IN FIELD.

PROPOSED IRRIGATION LATERAL LINE: PVC SCHEDULE 40
Ǘǚ
ǖǕ
ǖǗ
ǖǙ
N

S 3"
XX XX
ALES NOT AETED
ALES AETED
13 LI-1.5

AS SHOWN
AM

LANDSCAPE

IRRIGATION
PLAN: CRABB PARK
FUHRMAN LEAMY LAND GROUP HEREBY EXPRESSLY RESERVES ITS COMMON LAW COPYRIGHT AND OTHER PROPERTY RIGHTS IN THESE PLANS. THESE PLANS AND DRAWINGS ARE NOT TO BE REPRODUCED, CHANGED OR COPIED IN ANY FORM OR MANNER WHATSOEVER WITHOUT FIRST OBTAINING THE EXPRESS WRITTEN PERMISSION OF FUHRMAN LEAMY LAND GROUP. NOR ARE THEY TO BE ASSIGNED TO ANY THIRD PARTY WITHOUT FIRST OBTAINING WRITTEN PERMISSION AND CONSENT.

FUHRMAN LEAMY

LAND GROUP
DESIGN ¥ SERVICE ¥ SOLUTIONS
2140 PROFESSIONAL DRIVE, SUITE 115
ROSEVILLE, CALIFORNIA 95661
916.783.5263 ̀FLLANDGROUP.COM
CLIENT:

PROJECT:

REVISIONSDATE
ISSUE
DRAWN BY :

CHECKED BY :

SCALE :

SHEET TITLE:

SHEET

OFSHEETS
JOB NO. :

KCL

PRELIMINARY

NOT FOR CONSTRUCTION
DATE
1 2
3 4
5 6
CRV: 22073

MAIDU, CENTRAL,
& CRABB PARK -

FENCE ADDITIONS

ROSEVILLE, CA

CITY OF ROSEVILLE
14 REG ISTERED

LANDSCAPE

ARCHITECT
STATE
OF
CA
L

IFORNIA
KEVIN
C
. LEAMY No. 4965
12/31/24
Signature
Renewal Date
Date

XX/XX/XX

CITY OF ROSEVILLE APPROVAL
Know what'sbelow.
before you dig.Call
R

CRABB PARK

FOR COUNCIL APPROVAL

NOT FOR BIDDING
14 LI-2.0

AS SHOWN
AM

LANDSCAPE

IRRIGATION

FUHRMAN LEAMY

LAND GROUP
DESIGN ¥ SERVICE ¥ SOLUTIONS
2140 PROFESSIONAL DRIVE, SUITE 115
ROSEVILLE, CALIFORNIA 95661
916.783.5263 ̀FLLANDGROUP.COM
CLIENT:

PROJECT:

REVISIONSDATE
ISSUE
DRAWN BY :

CHECKED BY :

SCALE :

SHEET TITLE:

SHEET

OFSHEETS
JOB NO. :

KCL

PRELIMINARY

NOT FOR CONSTRUCTION
DATE
1 2
3 4
5 6
CRV: 22073

MAIDU, CENTRAL,
& CRABB PARK -

FENCE ADDITIONS

ROSEVILLE, CA

CITY OF ROSEVILLE
14 REG ISTERED

LANDSCAPE

ARCHITECT
STATE
OF
CA
L

IFORNIA
KEVIN
C
.

LEAMY No. 4965
12/31/24
Signature
Renewal Date
Date

XX/XX/XX

CITY OF ROSEVILLE APPROVAL

PIPE TRENCH

NOT TO SCALE
PR-22073-06 A

THRUST BLOCKS

NOT TO SCALE
PR-22073-10 B

REMOTE CONTROL VALVE

NOT TO SCALE
PR-22073-15 C

POP-UP ROTOR

NOT TO SCALE
DPR-22073-07

FOR COUNCIL APPROVAL

NOT FOR BIDDING

COUNCIL COMMUNICATION
CC #:
2584
File #:
0203-09
Title:

Pleasant Grove Wastewater Treatment Plant Microturbine Service and Maintenance - Sole Source Contract Purchase Agreement
Contact:

Tracie Mueller 916-774-5688 [email protected]

Meeting Date: 3/15/2023
Item #: 6.4.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution to approve a sole source contract purchase agreement with Cal Microturbine for service and maintenance of the Pleasant Grove Wastewater Treatment Plant Capstone microturbines, and authorize the City Manager to execute it.

BACKGROUND
The Pleasant Grove Wastewater Treatment Plant Energy Recovery Project is completing construction and new microturbines manufactured by Capstone Turbine Corporation (Capstone) which were installed as part of the project. Capstone’s exclusive Authorized Distributer, Cal Microturbine supplied the microturbines and provided start up services. The factory-supplied warranty expires on March 16, 2023, and the project specifications required submittal of a ten-year warranty and services agreement for the City’s consideration. Evaluation of the cost and services included in the Capstone Factory Protection Plan – End User Agreement attached to the contract purchase agreement was reviewed by staff and found to be appropriate for the Environmental Utilities’ needs for parts and maintenance of the microturbines, including a complete overhaul of the equipment in the fifth year of the ten-year agreement. This contract purchase agreement allows Environmental Utilities to have a contract in place to keep the microturbines in continual operation, which will be used to help power the Pleasant Grove Wastewater Treatment Plant and help with the payback on investment for the Energy Recovery Project.

FISCAL IMPACT
The total cost of the 10-year agreement is $1,303,170. The cost of the service agreement for FY2023-24 is $130,170. Funding for the first year of the agreement will be provided by the approved Wastewater Operations Fund budget for the Pleasant Grove Wastewater Treatment Plant. Future funding is contingent on the approval of the respective annual budgets.

ENVIRONMENTAL REVIEW
Implementation of the PGWWTP Energy Recovery Project was previously evaluated in the Pleasant Grove Wastewater Treatment Plant Expansion and Energy Recovery Project Final Initial Study/Mitigated Negative Declaration (IS/MND) (SCH# 2016122040) (certified by the City Council on April 6, 2017), and the Addendum to the IS/MND (SCH# 2016122040) (certified by the City Council on November 7, 2018). The services included in the contract purchase agreement for the microturbines is consistent with the project evaluated in the certified Final IS/MND and the Addendum, and consequently no additional CEQA action is required for the agreement approval.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth

Respectfully Submitted,
Tracie Mueller, Senior Engineer
Richard Plecker, Environmental Utilities Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 23-091
Contract Purchase Agreement
RESOLUTION NO. 23-091

APPROVING A CONTRACT PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND CAL MICROTURBINE, INC., AND AUTHORIZING THE CITY

MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a Contract Purchase Agreement (3002756) to provide service and maintenance of the Capstone microturbines installed at the Pleasant Grove Wastewater Treatment Plant, by and between the City of Roseville and Cal Microturbine, Inc., has been reviewed by the City Council.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said contract purchase agreement is approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2023, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

_______________________________
MAYOR

ATTEST:

__________________________
City Clerk

Contract Purchase Agreement 3002756
Supplier Details:

Company Cal Microturbine Inc
Contact Kenda Brown
Address 130 McCormick Ave Ste 111
Costa Mesa, California 92626
Submit your response to:

Company City of Roseville
Contact Joanna Oukrop
Address Purchasing Division
311 Vernon St
Roseville, CA 95678
Phone (916) 746-1102
Fax (916) 746-1115
E-mail [email protected]
This Contract Purchase Agreement is sent for your review and acceptance. Notify the Buyer via email of any needed changes to the company name, address, and contact information. The Buyer will update the agreement prior to you signing the document.

Return signed copies of the agreement to the Buyer noted on the agreement. Alterations or modifications to the agreement are not allowed. Upon receipt of all necessary documents, the City will sign the agreement and return a fully executed copy to you. Receipt of the signed copy will be your notice to proceed with the work in accordance with the terms and conditions of the agreement. Work must not begin until the contract has been fully executed.

The following guidelines must be followed for the signature block on the agreement:

Sole proprietorship - By owner
Partnership - Any general partner
Corporation - Two options:
(1) A signature from the President and the corporate seal; OR (2) One signature from the Chairman of the Board, President, or any Vice President AND one signature from
the Secretary, any Assistant Secretary, Chief Financial Officer, or any Treasurer or Assistant Treasurer of the corporation
*General Manager, Office Manager and/or Sales Manager are not corporate officer titles. The agreement will be
rejected if not signed in accordance with these guidelines.

Insurance requirements:

The City's insurance requirements are referenced on Attachment A of the agreement. By signing the agreement, you are confirming that your company has the minimum insurance limits required. 1

Contract Purchase Agreement 3002756
Agreement 3002756
Agreement Date 23-FEB-2023
Revision 0
Agreement Amount 1,303,170.00 USD
Invoice To City of Roseville
Accounts Payable
311 Vernon St
ROSEVILLE CA 95678
Supplier Cal Microturbine Inc
130 McCormick Ave Ste 111
Costa Mesa, California 92626
Phone:

Fax:

Email:
(916) 774-5488
(916) 784-3796
[email protected]
Phone:

Fax:

Email:
(720) 352-8764
()
[email protected]
Description of
Labor,
equipment
and/or materials
Vendor shall provide factory protection plan services for the Pleasant Grove Wastewater Treatment Plant microturbine equipment in accordance with the attached Cal Microturbine "Capstone Factory Protection Plan - End User Agreement" and the attached Capstone Standard Maintenance Schedule and Procedures document number 440386 rev C (June 2020). The attached Human Resources/Risk Management Division Insurance Requirements Construction - Minor "Attachment A" shall also be incorporated by reference into this agreement.

Please contact Tracie Mueller with the Environmental Utilities Department at (916) 259- 6693 or [email protected] for questions regarding this agreement.

In the event of any conflicts or inconsistency between the City of Roseville Contract Purchase Agreement and the Capstone Factory Protection Plan End User Agreement, the provisions of the Capstone Factory Protection Plan End User Agreement shall prevail.

Customer # Supplier # Payment Terms Freight Terms FOB Shipping Method 15565 Net 30 Freight on Board at the destination Destination Best Method Start Date End Date Confirm To
17-Mar-2023 16-Mar-2033 Joanna Oukrop Phone 1-916-746-1102 Attention: Total Cost not to exceed the agreement amount without prior approval of the Purchasing office. 2

Contract Purchase Agreement 3002756

Contract Terms and Conditions
Negotiated Ts&Cs for Cal Microturbine, revised 2/23/2023

1. To the fullest extent allowed by law, Contractor shall defend, indemnify, and save and hold harmless City, its officers, agents, employees and volunteers from any claims, suits or actions of every name, kind and description brought forth, or on account of, injuries to or death of any person (including but not limited to workers and the public), or damage to property, resulting from or arising out of Contractor's willful misconduct or negligent act or omission while engaged in the performance of obligations or exercise of rights created by this Agreement, except those matters arising from City's sole negligence or willful misconduct. The parties intend that this provision shall be broadly construed. Contractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnity obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.

2. Contractor is an independent contractor, and shall not be considered an officer, agent or employee of the City.

3. Without the written consent of the City, this Agreement is not assignable by Contractor either in whole or in part.

4. Time is of the essence of this Agreement.

5. At any time during the term of this Agreement, the City has the right to terminate this Agreement, provided Contractor is given thirty (30) days written notice. City's termination shall be without further liability to City; however, Contractor shall be entitled to all costs reasonably incurred prior to the date of termination. Contractor acknowledges that City may terminate this Agreement should funds not be appropriated by its governing body to continue services under this Agreement.

6. This Agreement may only be amended or modified in writing. It is integrated and contains the complete understanding of the parties.

7. All equipment, supplies and services sold to the City of Roseville shall conform to the general safety orders of the State of California.

8. Unless notified to the contrary, in writing, the City assumes that the Contractor has accepted the work in accordance with the plans and specifications (if any) and agrees to do the work in compliance with this Agreement.

9. All fair employment practices must be adhered to. In addition, if the project referenced on this service agreement is a Public Works project, all prevailing wage laws must be complied with. For prevailing wage contracts over $25,000, copies of certified payroll must be submitted with invoices. Prevailing wage rates may be obtained from the State Department of Industrial Relations and/or the following website address: http://www.dir. ca.gov/dlsr/DPreWageDetermination.htm.

10. Contractor agrees to the below insurance requirements:
a. Unless otherwise specified, the Contractor shall maintain the policies of insurance outlined in Attachment A, incorporated herein by this reference, in full force and effect during the term of this Agreement. The City of Roseville retains sole discretion in determining the types and proper levels of insurance 3

Contract Purchase Agreement 3002756

coverage.
b. Form. Contractor shall submit a certificate evidencing such coverage for the period covered by this Agreement in a form satisfactory to Risk Management and the City Attorney, prior to undertaking any work hereunder. Any insurance written on a claims made basis is subject to the approval of Risk Management and the City Attorney.
c. Additional Insureds. Contractor shall also provide a separate endorsement or section of the policy showing City, its officers, agents, employees, and volunteers as additional insureds for each type of coverage, except for Workers' Compensation. Such insurance shall specifically cover the contractual liability of Contractor. The additional insured coverage under the Contractor's policy shall be primary and noncontributory, as evidenced by a separate endorsement or section of the policy, and shall not seek contribution from City's insurance or self-insurance. In addition, the additional insured coverage shall be at least as broad as the Insurance Services Office (ISO) CG 20 01 Endorsement. Any available insurance proceeds in excess of the specified minimum insurance coverage requirements and limits shall be available to the additional insureds.

Furthermore, the requirements for coverage and limits shall be:
(1) the minimum coverage and limits specified in this Agreement; or (2) the full coverage and maximum limits of any insurance proceeds available to the named insureds, whichever is greater.
d. Cancellation/Modification. Contractor shall provide thirty (30) days written notice to City prior to cancellation or modification of any insurance required by this Agreement.
e. Umbrella/Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and excess insurance. Any excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City (if agreed to in a written contract) before City's own insurance shall be called upon to protect it as a named insured.
f. Subcontractors. Contractor agrees to include in its contracts with all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor's work. Furthermore, Contractor shall require its subcontractors to agree to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City under this Agreement.

Additionally, Contractor shall obligate its subcontractors to comply with these same provisions with respect to any tertiary subcontractor, regardless of tier. A copy of City's indemnity and insurance provisions will be furnished to the subcontractor or tertiary subcontractor upon request.
g. Self-Insured Retentions. All self-insured retentions (SIR) must be disclosed to Risk Management for approval and shall not reduce the limits of liability.

Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or City. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. The failure to exercise this right shall not constitute a waiver of such right.
h. Waiver of Subrogation. Contractor hereby agrees to waive subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss under a Workers Compensation, Commercial General Liability or 4

Contract Purchase Agreement 3002756

Automobile Liability policy. All Workers Compensation, Commercial General Liability and Automobile Liability policies shall be endorsed with a waiver of subrogation in favor of City, its officers, agents, employees and volunteers for all work performed by Contractor, its employees, agents and subcontractors. i. Liability/Remedies. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve Contractor of liability in excess of such coverage, nor shall it preclude City from taking such other actions as are available to it under any other provisions of this Agreement or law. j. Nothing in the end user agreement terms shall be construed as a waiver of any recovery rights under the insurance coverage provided as required in Attachment A.

11. Contractor shall comply with all federal, state and local laws and ordinances, including but not limited to the City's storm water regulations, as may be applicable to the performance of services under this Agreement. Failure to comply with local ordinances may result in monetary fines and cancellation of this Agreement. Refer to www.roseville. ca.us/stormwater for links to more information on the City's storm water regulations.

12. In the event that the terms of any attachment or exhibit conflict with any terms of this Agreement, the terms of this Agreement shall control.

13. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e- mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original hereof.

14. If either party commences any legal action against the other party arising out of this Agreement or the performance thereof, the prevailing party in such action shall be entitled to recover its reasonable litigation expenses, including but not limited to, court costs, expert witness fees, discovery expenses, and attorneys' fees. Any action arising out of this Agreement shall be brought in Placer County, California, regardless of where else venue may lie. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

15. This Agreement shall be binding upon the heirs, successors, executors, administrators and assigns of the respective parties hereto.

16. If any of the provisions contained in this Agreement are for any reason held invalid or unenforceable, such holding shall not affect the remaining provisions or the validity and enforceability of the Agreement as a whole.

17. For purposes of this Agreement, the terms "Contractor," "Consultant," and "Supplier" are used interchangeably.

18. If the project referenced on this agreement is a Public Works project, then the following shall apply: No contractor or subcontractor may work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. During the performance of this agreement, Contractor and its subcontractors shall have a continuing legal obligation to maintain current registration with the Department of Industrial Relations. Contractor is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

19. If the project referenced on this agreement is a Public Works project, then the following 5

Contract Purchase Agreement 3002756

shall apply: Contractor must submit all claims as defined in and in accordance with the claim resolution process set forth in Section 9204 of the Public Contract Code. Each such claim must be sent to the City by registered mail or certified mail with return receipt requested and must contain reasonable documentation to support the claim. All claims must be received prior to acceptance of the work.

20. Contractor certifies that Contractor, its employees, directors, officers, agents, subcontractors, vendors, and volunteers are not presently debarred, excluded, suspended, declared ineligible, voluntarily excluded, or proposed for debarment, exclusion, suspension or ineligibility by any federal, state, or local department or agency.

21. This Agreement may be amended via change order, but only if such change order is made in writing, approved by the City, and signed by both parties.

22. CONTRACTOR agrees to defend and indemnify CITY if, despite the parties intent and practice, any venue, agency, or court with competent jurisdiction determines that CONTRACTOR and/or any of its agents, officers, employees, volunteers, independent contractors, or subcontractors, are characterized as employee(s) of CITY.

CONTRACTOR and CITY agree that: (a) CONTRACTOR is free from the control and direction of CITY in connection with the performance of the work; (b) CONTRACTOR is providing services directly to CITY; (c) CONTRACTOR has and will maintain at all relevant times a business license; (d) CONTRACTOR maintains a business location that is separate from CITY; (e) CONTRACTOR is customarily engaged in an independently established business of the same nature as that involved in the work performed hereunder; (f) CONTRACTOR actually contracts with other businesses to provide the same or similar services and maintains a clientele without restrictions from CITY; (g) CONTRACTOR advertises and holds itself out to the public as available to provide the same or similar services; (h) CONTRACTOR provides its own tools, vehicles, and equipment to perform the services; (i) CONTRACTOR has negotiated its own rates; (j) CONTRACTOR set its own hours and location of work in accomplishing CITY's on-call needs; and (k) CONTRACTOR has the right to control the manner and means of accomplishing the result desired and exercises its own expert independent judgement.

The supplier named hereon by the acceptance of this order agrees to the provisions of this document titled "Contract Purchase Agreement" and all accompanying terms, conditions, and attachments.

Roseville Business License No. ____________________________________ Contractor License No. ____________________________________________ DIR Registration No. _______________________________________________ Check mark the applicable company type below:
_
____X______ Corporation
___________ Limited Liability Company
___________ Partnership
___________ Sole Proprietor
City Reserves the right to withold any payments to contractor in the event of noncompliance with insurance requirements or if required by law.

General T&C
REV 2/23/23 JM
6

Contract Purchase Agreement 3002756

Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ Supplier
Signature:______________________________________________ Print Name:_____________________________________________ Title:__________________________________________________ Date: __________________________________________________ City of Roseville, A Municipal Corporation
Signature:______________________________________________ Print Name: Dominick Casey
Title: City Manager
Date:__________________________________________________ 7

HUMAN RESOURCES/RISK MANAGEMENT DIVISION

INSURANCE REQUIREMENTS
CONSTRUCTION – MINOR

ATTACHMENT A

Required Coverage:

x General Liability: $2,000,000 per occurrence
$4,000,000 aggregate
P e r s o n a l I n j u r y :
$2,000,000 per occurrence
$4,000,000 aggregate

x Automobile Liability: $1,000,000 combined single limit

x Workers’ Compensation: Statutory

*Policies must be primary and non-contributory
*Policies must contain a waiver of subrogation
*A 10 day notice of cancellation must be provided
*The policies may not contain language which prohibits additional insured or other insurers from satisfying the self-insured retention or deductible *All Self Insured Retentions must be listed on the certificate

Required Documentation:

x A certificate(s) of insurance listing the required coverage naming as certificate holder:

The City of Roseville
Insurance Compliance
PO Box 100085-R1
Duluth, GA 30096
(951) 652-4239

x Additional Insured Endorsement- General Liability policy: CG 20 38 04 13, CG 2037 07 04 or an equivalent, blanket endorsement or section of the policy. Endorsement must include coverage for on- going and completed operations. Endorsement shall cover the City of Roseville, its officers, agents, employees and volunteers as additional insured

x Waiver of Subrogation Endorsements

x Primary and Non-Contributory Coverage Endorsement – CG 20 01 04 13 or an equivalent

All documentation needs to be provided using one of the following methods:

a. By email to [email protected] and [email protected] b. By fax to (770) 335-5727 and (916) 774-5461

After using one of these methods, please DO NOT send the certificate by mail.

April, 2022

RE: Contractor and Grantee Compliance with Economic Sanctions Imposed in Response to Russia’s Actions in Ukraine

Dear Vendor:

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (EO) regarding sanctions in response to Russian aggression in Ukraine. The EO is located at https://www.gov.ca.gov/wp-content/uploads/2022/03/3.4.22-Russia-Ukraine-Executive- Order.pdf.

The EO directs all agencies and departments that are subject to the Governor’s authority to take certain immediate steps, including notifying all contractors and grantees of their obligations to comply with existing economic sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law.

This correspondence serves as a notice under the EO that as a contractor or grantee, compliance with the economic sanctions imposed in response to Russia’s actions in Ukraine is required, including with respect to, but not limited to, the federal executive orders identified in the EO and the sanctions identified on the U.S. Department of the Treasury website (https://home.treasury.gov/policy-issues/financial-sanctions/sanctions- programs-and-country-information/ukraine-russia-related-sanctions). Failure to comply may result in the termination of contracts or grants, as applicable.

Please note that for any agreements or grants valued at $5 million or more you must report to the City of Roseville your compliance with economic sanctions including steps you have taken in response to Russia's actions in Ukraine, including, but not limited to, desisting from making new investments in, or engaging in financial transactions with, Russian entities, not transferring technology to Russia or Russian entities, and directly providing support to the government and people of Ukraine.

Sincerely,

Shannon Wiest
City of Roseville
Purchasing and Warehouse Manager

1 130 McCormick Ave Ste. 111
Costa Mesa, CA 92626
Phone: (714) 486-1140
www.calmicroturbine.com

CAPSTONE FACTORY PROTECTION PLAN – END USER AGREEMENT

AGREEMENT NUMBER
TBD

AGREEMENT EXECUTION DATE
-TBD

PURCHASER COMPANY NAME (BILL-TO)
City of Roseville

ADDRESS (BILL-TO)
1800 Booth Road, Roseville, CA 95747

BILLING CONTACT NAME
Jim Cryan

SERVICE CONTACT
Adam Carpineta

NUMBER/TYPE OF TURBINES
( (1) – C800 SS HPDG GC
GAS PACKS or FGB
N/A
OTHER

ANNUAL PRICE: $
130,317.00
BILLING CYCLE:

Annual

A. Factory Protection Plan Types and Optional Services

FACTORY PROTECTION PLAN TYPES1
܈Plan D – 10 year or 79,999 system hours, Parts & Labor, with Overhaul _ _ < 4000 hrs/yr.
___ 4000-6000 hrs/yr.
__X_ >6000 hrs/yr.
1 See Section B below for description of included services for each type of Factory Protection Plan. 2 The Services shall expire as specified by the Plan elected, either by years or by total run hours, whichever comes first.

Note:

1. Above pricing is only valid if executed prior to the expiration of the Manufacturer’s Warranty term on the associated Microt urbine Equipment.

2 B. Description of Factory Protection Plan Services:

FACTORY PROTECTION PLAN INCLUDED SERVICES: PLAN A PLAN B PLAN C PLAN D Other Maintenance Parts:

Scheduled maintenance parts as needed.1 ض ض ض ض ض
Scheduled maintenance engine overhaul. NO NO ض ض NO
Unscheduled maintenance parts as needed. ض ض ض ض ض

Maintenance Labor:

Scheduled maintenance labor. No ض No ض ض
Unscheduled maintenance labor. No ض No ض ض
Additional Services:

Priority response to unscheduled maintenance service requests.2 No ض No ض ض

System software upgrades as released by Capstone. ض ض ض ض ض

Installation of system software upgrades. No ض No ض ض

1. Pursuant to the then current Capstone Standard Maintenance Schedule (Capstone document number 440386 Rev C dated June 2020).

2. Cal Microturbine’s response time shall use best efforts to ensure no more than 72 hours from notification from the City.

C. Service Conditions

1. Sites must be clean, free of debris and any other obstructions, well lit, and operating in an environment that will not cause equipment damage or excessive usage or need for replacement of consumables and filters outside the parameters of Capstone’s standard service intervals.

2. Sites must be installed in accordance with all Capstone installation requirements. Installation must be performed or supervised by a currently certified Ca pstone Factory Trained Installer (FTI). A completed Installation Check List (ICL), signed by the FTI who per formed/supervised the installation, must be on file with Capstone.

3. Sites must be commissioned in accordance with all Capstone specifications, and Capstone must have an approved Commissioning Checklist on file. Commissioning must be performed or supervised by a Capstone Authorized Service Provider (ASP), currently certified for the applicable equipment model(s).

4. Sites must be safe for personnel access and performance of all required troubleshooting and scheduled and unscheduled maintenance procedures. Where installa tion conditions require assistive equipment to access equipment and/or perform procedures (e.g. forklifts, ladders, etc.), site conditions and site standard operating procedures must allow for safe usage of such equipment.

5. Fuel must meet Capstone’s then current Capstone Fuel Specification as defined in Capstone Technical Reference 410002 Capstone Microturbine Fuel Requirements Technical Reference.

3 6. For purposes of this Service Agreement, Purchasers shall communicate directly with Cal Microturbine, and Capstone shall communicate directly with Cal Microturbine. Cal Microturbine shall coordinate any communications between Purchaser and Capstone.

D. Term of Agreement

1. Start of Services: The Services shall commence on March 17, 2023.

2. End of Services: The Services shall expire as specified by the plan elected, either by years or by total run hours, whichever comes first.

E. Payment Terms

1. Payment for the Service Agreement will be made in equal annual installments as listed for each site. The first installment is due upon the Start of Services Date (see Section D above). The remaining periodic payments will be due 30 days prior to the start of each succeeding billing period.

2. Unless otherwise provided for in the payment descriptions above, payments for Services are due 30 calendar days from date of the invoicing, are stated in U.S. dollars, and exclude sales and other taxes.

3. Overdue payments shall be subject to a late charge, calculated from the date of invoice on the date of payment, equal to the lesser of 1.5% per month or the highest applicable rate allowed by law. The foregoing shall in no way limit any other remedy that may be available to Cal Microturbine, Inc.

4. Purchaser’s obligations to Cal Microturbine, Inc. to pay in full all amounts owed to Cal Microturbine, Inc. as of the termination or expiration of this Agreement shall survive the termination for any reason or expiration of this Agreement.

5. Cal Microturbine, Inc. may adjust pricing for the services provided hereunder upon written notice to Purchaser should the total Consumer Price Index (CPI) exceed 3% for the 12 months immediately preceding.

6. All prices/discounts set forth are provided with the expectation that the contract will continue to be in effect for the entire duration of its specified term. However, in the event that the contract is cancelled prior to the contract end date, client will be subject to (i) reimbursement to Capstone for any amounts owed pertaining to parts shipped and/or services provided, and (iii) any additional cancellation fees which Capstone may deem appropriate to be charged on a case by case basis, not to exceed the value of one annual payment.

F. Excluded Services

The following are specifically excluded from the Agreement:

1. Changes to the original design and configuration (alterations from “as commissioned”).

2. Application engineering and installation; correction of latent or discovered defects or equipment failure due to application engineering, installation, settings and/or connections. For example, damages due to inadequate ventilation.

3. Operation of the Covered Equipment outside of Capstone’s operating guidelines defined in the Covered Equipment’s Capstone User Manual provided during installation.

4. Usage/consumption of consumables (i.e. filters) outside the parameters of Capstone’s standard service intervals as defined in the Capstone User Manual provided during installation.

5. Operation of Covered Equipment on a day-to-day basis.

6. Emissions testing or testing of exhaust gas.

7. Fuel analysis or laboratory analysis to confirm fuel composition.

8. Operator classroom training.

9. Any expenses resulting from failure to meet, or incurred as a result of, correcting deficiencies in order to meet Service Conditions specified in Section C above.

4 10. Large tooling required to support performing Services on the Covered Equipment, e.g. assistive lifting devices, crane or forklift rentals, etc.

11. Any expenses resulting from improper maintenance of Covered Equipment performed by any non-Capstone Authorized Service Provider.

12. Any expenses resulting from Force Majeure events.

13. Any expenses resulting from power quality disturbances (e.g. sags, surges, and harmonics) in grid-connected operation.

14. Any services requested by or performed by Purchaser which are determined, in Capstone’s sole discretion, to be outside the scope of this Agreement. Capstone shall notify the Purchaser if requested work is outside the scope of this Agreement, provide cost for such work and obtain written approval from the Purchaser prior to performing work outside the scope of this Agreement.

15. Internet connection or related fees.

16. Balance of plant equipment: Cal Microturbine will provide Services for the Covered Equipment listed in Exhibit 1 only, as may be amended by the parties from time to time in writing.

Pursuant to this Services Agreement (the "Agreement"), Purchaser hereby authorizes Cal Microturbine, Inc. to provide the services described above (the "Services"), including the provision of any necessary parts (the "Parts"), on the Capstone Turbine generator systems, controls and/ or accessories identified above (the "Covered Equipment") in accordance with and subject to the terms and conditions described above.

1. The price, payment terms and scope of services for each of the Services (the “Scope of Services”) are set forth in above section. If repairs or additional labor outside of the applicable Scope of Services are determined to be necessary and the required repairs are authorized by Purchaser, then additional labor and other costs and expenses will be (i) billed by CM to Purchaser at the then effective CM Factory Service Rates, as such terms and provisions are revised by CM from time to time and (ii) Parts will be billed at the then prevailing Capstone list price. If any action of CM is required outside the scope of this Agreement, mobilization charges will be as described in Capstone’s then current Factory Service Rates.

2. This Agreement shall continue in effect for the term indicated in Section D of this Agreement unless Cal Microturbine terminates this Agreement by delivering to Purchaser written notice in the event of: (i) Purchaser's breach of any material term or condition of this Agreement and Purchaser has failed to remedy the breach within thirty (30) days following written notice of such breach by Cal Microturbine; or (ii) Purchaser's failure to pay when due any amount owed by Purchaser to Cal Microturbine under any agreement with Cal Microturbine. If Purchaser fails to pay when due any amount owed by Purchaser to Cal Microturbine and this Agreement is not terminated Immediately by Cal Microturbine, Cal Microturbine may delay or cease performance of Services under this Agreement until payment in full is received or other payment arrangements are agreed to, at Cal
Microturbine's reasonable discretion..

3. Cal Microturbine Services Warranty. Cal Microturbine agrees that it will comply with applicable laws and regulations relating to its provision of the Services and such Services will be provided in a professional and workmanlike manner consistent with the applicable Scope of Services and with generally accepted industry standards and practices with regard to the type of services provided hereunder. Cal Microturbine on behalf of Capstone Turbine provides the warranties with respect to Parts and labor provided by Cal Microturbine for the applicable Covered Product.

4. Purchaser's Representations. Purchaser represents, warrants, and covenants that: (i) it has the right, power, and authority to enter into this Agreement and to perform fully its obligations hereunder; (ii) the making of this Agreement does not violate any agreement existing between it and any other person or entity; (iii) it has obtained or will obtain all licenses and permits necessary for Cal Microturbine to perform the Services; (iv) all information provided by Purchaser to Cal Microturbine related to the Services and its ability to pay for the Services is complete and accurate; (v) it will arrange for Cal Microturbine' access to the facilities where the Covered Equipment is located as needed to perform the Services; and (vi) it will perform all of its obligations under this Agreement to the reasonable satisfaction of Cal Microturbine.

5. Purchaser's Obligations. In addition to all other obligations stated in this Agreement, when requested, Purchaser shall provide Cal Microturbine with: (i) records and information concerning the Covered Equipment; and

5 (ii) any special tools or instruments needed for the Covered Equipment which Purchaser already possesses.

Purchaser shall designate an authorized representative who shall be available to Cal Microturbine at all times while Cal Microturbine is performing the Services on Purchaser's premises. Purchaser agrees that the Scope of Services excludes all trade labor work and any supervision, management or regulation of Purchaser's employees, agents or contractors and work related thereto, and it does not include responsibility for planning, scheduling, monitoring or management of the work to be performed by Purchaser. Purchaser agrees that any written or oral reports and advice provided by Cal Microturbine to Purchaser in connection with the provision of Services shall be utilized solely by Purchaser and shall not be used or conveyed by Purchaser to any third party without a need to know for proper operation or maintenance for the Covered Equipment.

6. Disclaimer. EXCEPT AS SET FORTH IN SECTION 3, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS

AND NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY ARE GIVEN FOR THE SERVICES,

INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGMENT OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED.

7. Limitation of Liability in General.

7.1 THE EXCLUSIVE REMEDY OF PURCHASER UNDER THIS AGREEMENT SHALL BE THE: CORRECTION OF NON-CONFORMITIES OF SERVICES; THE CORRECTION OF NON-CONFORMITIES OF PARTS; OR AS OTHERWISE PROVIDED IN THE SERVICE-RELATED WARRANTY.

7.2 Independent of, severable from, and to be enforced independently of any other enforceable provision of this Agreement, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL,

INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, OR FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS, COST OF COVER OR OTHER INDIRECT ECONOMIC DAMAGES.

7.3 The limitations of Cal Microturbine’s obligations and Purc haser's remedies, as provided for in this Section, shall prevail over any conflicting or inconsistent provisions contained in any of the documents comprising this Agreement or any other document issued by Purchaser hereto or in any conflicting or inconsistent statement made by any representative of Cal Microturbine.

7.4 The rights, remedies and obligations of the Parties set fo rth in this Agreement, together with the attached exhibits, are the exclusive rights, remedies and obligations of the Parties hereunder and are in lieu of any other right, remedy, or obligation available at law or in equity.

8. Dispute Resolution. The Parties agree to work in good faith to resolve any disputes informally for a reasonable period of time prior to the initiation of formal dispute resolution procedures or proceedings.

9. Confidential Information, Intellectual Property Rights. Purchaser shall not, directly or indirectly, modify or disassemble for the purpose of reverse engineering any Covered Equipment or components thereof. All intellectual property rights and confidential information relating to the Covered Equipment, and any information provided by Cal Microturbine to Purchaser under this Agreement, shall remain the sole property of Cal Microturbine. To the extent that the Parties have entered into a nondisclosure agreement ("NOA"), the terms of such NOA are Incorporated into this Agreement. Purchaser's obligations related to confidentiality shall remain in effect and continue to bind Purchaser for five (5) years after the expiration or termination of this Agreement and Purchaser's obligation to maintain the secrecy of Cal Microturbine ' trade secret information shall continue for so long as such information is entitled to trade secret protection under California law. Purchaser acknowledges that a breach of its confidentiality obligations will cause irreparable rights, Cal Microturbine shall be entitled to temporary and permanent injunctive relief for the protection of its confidential information and intellectual property rights without posting a bond and without having to prove any actual damages.

10. Miscellaneous

10.1 Governing Law. This Agreement is governed by the laws of the State of California (as such laws are applied to contracts made and performed entirely within California, without regard to California 's conflicts of laws, provisions) and federal laws applicable to patents and trademarks.

6 10.2 Survival. All provisions of this Agreement will survive its termination to the fullest extent necessary to give the Parties the full benefit of the bargain expressed in this Agreement. Notwithstanding the foregoing, Purchaser agrees that upon completion of the Services, any and all Service-Related Warranties shall expire as of such date.

10.3 Assignment. Purchaser may not assign this Agreement without the prior written consent of Cal Microturbine. Cal Microturbine may assign this Agreement to an entity wholly-owned by Cal Microturbine without the consent of Purchaser. Upon termination or expiration of Cal Microturbine’s Agreement with Capstone Turbine Corporation, this contract to provide Services shall automatically be assigned to Capstone or to another distributor designated by Capstone.

10.4 Severability. If any provision of this Agreement or the terms and conditions set forth herein is declared or found to be illegal, unenforceable, or void, the remaining provisions of this Agreement shall remain in full force and effect, subject to the immediately following provisions. In the event any provision of this Agreement is declared or found to be illegal, unenforceable or void, the Parties agree to negotiate in good faith a substitute provision that is legal and enforceable and is as nearly as possible consistent with the intentions underlying the original provision. If the remainder of the Agreement is not materially affected by such declaration or finding and is capable of substantial performance, then such remainder will be enforced to the extent permitted by law.

10.5 Independent Review and Advice. Each Party has full knowledge of the contents of this Agreement its legal consequences and any and all rights which each may have with respect to one another. Each Party has had the opportunity to receive Independent legal advice with respect to this Agreement and each Party enters into this Agreement of its own free will. The Parties expressly agree that there are no expectations contrary to the Agreement and no usage of trade or regular practice in the industry shall be used to modify any of the terms and provisions of the Agreement.

10.6 Entire and Sole Agreement. This Agreement constitutes the complete agreement with respect to the Services and supersedes all prior or contemporaneous proposals, agreements, representations, discussions and literature, written or oral, concerning the Services. This Agreement is not intended to change or alter any of the rights, duties, obligations, liabilities or limitations set forth in any other agreements between the Parties. The Parties' obligations with respect to confidential information reverse engineering and/or trade secrets shall be governed by, if applicable, the Direct Sales Agreement.

10.7 Waiver. No waiver by either Party of any term contained herein (or any breach thereof) shall be effective unless it is in writing executed by the party waiving such term (or any breach thereof). No waiver shall be deemed or construed as a further or continuing waiver of any such term (or any breach thereof) on any other occasion or as a waiver of any other term (or any breach thereof) on the same or any other occasion. The delay or failure of any Party in providing written notice hereunder shall not constitute a waiver by such Party of any default or any further default under the Agreement.

10.8 Amendments . This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each Party.

10.9 Force Majeure. Each Party's performance shall be suspended (other than the obligation to pay monies due) for so long as such performance is hindered by events beyond its reasonable control. ("Force Majeure" ), such as, but not limited to riots, forma labor disputes, national or civil wars, insurrections, rebellions, terrorist acts, embargoes, civil disturbances, earthquakes, dispositions or orders of governmental authority, acts of civil or military authority, fires, strikes, delays in transportation, and acts of God. Any delays resulting from a Force Majeure shall extend the time for performance correspondingly. If a failure to perform results from a governmental law, rule, regulation, disposition or order and the affected Party is unable to perform, after making reasonable efforts to comply, the matter shall be deemed a Force Majeure.

10.10 No Third-Party Beneficiaries. None of the terms of this Agreement are intended to confer to or benefit any person or entity other than the Parties to this Agreement any rights, remedies or other benefits under or by reason of this Agreement.

7 FACTORY PROTECTION PLAN – END USER AGREEMENT

Exhibit 1

DESCRIPTION MANUFACTURER
MODEL

CONFIGURATION SERIAL NO TRH
Microturbine Capstone C800 SS HPDG GC 10452 0
-END

8 *Turbine Run Hours

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Capstone C200/C1000 Series Microturbine
Standard Maintenance Schedule and Procedures

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1. Introduction

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1.2. Capstone Document Links
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1.3. Safety Procedures
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ϰϰϬϮϱϬ͕ϰϰϬϭϴϲ
ŶƚŝͲŽŶĚĞŶƐĂƚŝŽŶ,ĞĂƚĞƌƐ ,ŝŐŚŚƵŵŝĚŝƚ Ǉ ƐǇ Ɛƚ ĞŵƐŽŶůǇ ͘ & Ƶ Ğ ů ^ Ǉ Ɛ ƚ Ğ ŵ ; > ŝ Ŷ Ğ Ɛ Ă Ŷ Ě & ŝ ƚ ƚ ŝ Ŷ Ő Ɛ Ϳ ^^^^^^^^^^^^^^^^^^^^ ^ Ğ Ğ 'ĂƐĞŽƵƐ&ƵĞů&ŝƚƚŝŶŐƐĂŶĚŽŵƉŽŶĞŶƚƐƐĞĐƚŝŽŶŝŶƚŚŝƐĚŽĐƵŵĞŶƚ͘ ,ĞĂƚdƌĂĐĞtŝƌŝŶŐ;WƌŽƉĂŶĞKŶůǇͿ
ͻWĞƌĨŽƌŵĂǇ DёŝŶƐƵůĂƚŝŽŶĐŚĞĐŬĂƚŚĞĂƚĞƌĞůĞŵĞŶƚũƵŶĐƚŝŽŶďŽ ǆ͘ EŽŵŝŶĂůё ƌ ĞĂĚŝŶŐƐŚŽƵůĚďĞŐƌ ĞĂƚ Ğƌ ƚ ŚĂŶϭ Ϭ D ё ͘ ͻWĞƌĨŽƌŵ&ƵĞů,ĞĂĚĞƌёŝŶƐƵůĂƚŝŽŶĐŚĞĐŬƚŽĞŶƐƵƌĞƉƌŽƉĞƌŽƉĞƌĂ ƚŝŽŶ ŽĨĂůůĐŝƌĐƵŝƚůĞĂĚƐ͘EŽŵŝŶĂůёƌĞĂĚŝŶŐƐŚŽƵůĚďĞŐƌĞĂƚĞƌƚŚĂŶ ϭϬDё͘ ͻ/ĨDёĐŚĞĐŬĨĂŝůƐ͕ĐŽŶƚĂĐƚĂƉƐƚŽŶĞdĞĐŚŶŝĐĂů^ƵƉƉŽƌƚ͘ / Ŷ ů ŝ Ŷ Ğ & Ƶ Ğ ů & ŝ ů ƚ Ğ ƌ /Z /Z /Z /Z
&ƵĞů ^ŚƵƚŽĨĨsĂ ů ǀĞ ϰϰϬϮϭϳ Z
&ƵĞ ů sĂ ů ǀĞ;tŽŽĚǁĂ ƌĚsĂ ů ǀĞͿ ϰϰϬϮϬϵ Z /ŶũĞĐƚŽƌƐ Ɛ Ğŵďů ŝ ĞƐ ϰϰϬϭϵϯ / / Z / / Z / / Z / / Z /ŶƐ ƉĞĐƚĨŽƌŝ ŶũĞĐƚŽƌƚ ƵďĞƐĐŽƌŝŶŐŽƌĐƵƚƚŝŶŐ͕ƌĞƉůĂĐĞŝĨĐƵƚƚŚƌŽƵŐŚ͘ / Ő Ŷ ŝ ƚ Ğ ƌ ϰ ϰ Ϭ ϭ ϵ Ϯ ͕ ϰ ϰ Ϭ Ϯ ϳ ϵ ZZZZZZZZZZ

ŶŐŝ ŶĞŽŵďƵƐ ƚŽƌ>ŝ ŶĞƌ ϰϰϬϯϬϰ͕ϰϰϬϯϯϯ / / Z / / Z ZĞƉů Ă ĐĞŝ ĨĐƌĂ ĐŬŝ ŶŐ ͕ ǁĂůůďƌ ĞĂĐ ŚĞƐŽƌ Žƚ ŚĞƌ ĚĂŵĂŐĞŽďƐĞƌ ǀ ĞĚ͘ hĂ ƚƚĞ ƌǇ;ƵĂ ů DŽĚĞŽŶů ǇͿ ϰϰϬϮϭϮ
Ă ƚƚĞƌǇWĂ ĐŬ;ƵĂ ů DŽĚĞŽŶů ǇͿ ϰϰϬϮϭϲ ZĞĨĞƌƚŽ ĂƚƚĞƌǇdĞĐŚŶŝĐĂůZĞĨĞƌĞŶĐĞ;ϰϭϬϬϰϰͿĨŽƌĞǆƉĞĐƚĞĚůŝĨĞǀ Ɛ͘ĚƵƚǇ ĐǇĐůĞ͕ĂŶĚ ĂƚƚĞƌǇDĂŝŶƚĞŶĂŶĐĞĨŽƌƌĞĐŚĂƌŐĞŝŶƚĞƌǀĂůƐ͘ ĂǇ
ůĞĐƚƌŽŶŝĐƐ&ĂŶĂŶĚ
W&ĂŶ Z Z

D / & ŝ ů ƚ Ğ ƌ Z ZZZ DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŵĂǇŝŶĚŝĐĂƚĞƐŝƚĞŚĂƌŵŽŶŝĐĚŝƐƚŽƌƚŝŽŶ ůĞǀ ĞůƐƚ ŚĂƚ Ğǆ Đ ĞĞĚ ĂƉƐƚ ŽŶĞƐƉĞĐ ŝĨŝĐ Ăƚ ŝŽŶƐ͘
ŵďŝĞŶƚ ůŝŵĂƚĞD ŽĚƵůĞ
ĂŶĚsŝŶǇůdƵďĞ ZZ DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŵĂǇďĞŶĞĐĞƐƐĂƌǇďĂƐĞĚŽŶĂŵďŝĞŶƚĂŝƌ ĐŽŶĚŝƚŝŽŶƐ ;Ă ŝ ƌďŽƌŶĞƉĂ ƌƚŝ ĐƵů Ă ƚĞƐ ͿĂ ƚƐ ŝƚĞ͘
WĞ ƌƐ ŽŶĂ ů ŝ ƚǇDŽĚƵů Ğ Ɛ
;&ƌĂŵĞĂŶĚ
ŶŐŝŶĞͿ ϰϰϬϭϴϴ Z Z
'D͕>D͕DWŽǁĞ ƌŽĂ ƌĚƐ Ă ŶĚ
ĂƉĂĐŝƚŽƌƐ;DŝŶƵĂůDŽĚĞKŶůǇ Ϳ Z

ǆƚĞƌŶĂůůǇĐĐĞƐƐŝďůĞĂďůĞƐĂŶĚ
,Ăƌ ŶĞƐƐĞƐ ŚĞĐŬĐŽŶƚĂĐƚƐĂŶĚƐĞĂƚŝŶŐ͘
WŽǁĞ ƌŚĞĂ Ě ϰϰϬϯϭϲ Z Z
Ǉ ƉĂƐƐsĂůǀ Ğ&ůĞǆ ,ŽƐĞ
ĂŶĚ^ƚĂƚŽƌ,ŽƐ Ğ ZZ ZĞƉůĂĐĞǁŚĞŶƌĞƉůĂĐŝŶŐƉŽǁĞƌŚĞĂĚ͕ĂŶĚŝĨĐƌĂĐŬŝŶŐŽƌďƌŝƚƚůĞŶĞƐ Ɛ ŝƐ ŽďƐĞƌǀĞĚ͘
^ƚĂƚŽƌZŝŶŐ&ŝƌĞǁĂůů^ĞĂů / Z ZĞƉůĂĐĞŝĨĐƌĂĐŬĞĚŽƌďƌŝƚƚůĞ͘ ^ŝůŝĐŽŶĞͬ&ŝďĞƌŐůĂƐƐ
ǆŚĂƵƐƚ^ůĞĞǀĞƐ / Z ZĞƉůĂĐĞŝĨĚĂŵĂŐĞĚ͘

ǆŚĂƵƐƚĂĐŬĨůŽǁsĂůǀĞ
;/ĨŝŶƐƚĂůůĞĚͿ ϰϰϬϯϯϰ / / / / / / / / / / ^Ǉ ƐƚĞŵƐǁŝƚŚĐŽŵŵŽŶĞǆŚĂƵƐƚŽŶůǇ͘ZĞƉůĂĐĞŝĨĚĂŵĂŐĞŽƌ ĚĞƚĞƌŝŽƌĂƚŝŽŶŝƐŽďƐĞƌǀĞĚ͘

ŶĐůŽƐƵƌĞWĂŶĞůĐŽƵƐƚŝĐ&ŽĂŵ / / / Z ZĞƉůĂĐĞŝĨĐƌĂĐŬĞĚŽƌďƌŝƚƚůĞ͘ ϭ
WŽǁĞƌŚĞĂƚĞƌƐ KE͕ǁĂŝƚϱŵŝŶƵƚĞƐ͘sĞƌŝĨǇĂůůŚĞĂƚĞƌƐĂ ƌĞĂƚůĞĂ ƐƚϭϬǑ;ϭϴǑ&ͿĂďŽǀĞĂŵďŝĞŶƚƚĞŵƉĞƌĂƚƵƌĞ͘,ĞĂƚĞƌƐ ĂƌĞĞǆƚĞƌŶĂůůǇƉŽǁĞƌĞĚ͘ZĞĨĞƌƚŽĂƉƐƚŽŶĞDŝĐƌŽƚƵƌďŝŶĞ,ŝŐŚ,Ƶŵ ŝĚŝƚ Ǉ W ĂĐ ŬĂŐĞ ƉƉůŝĐ Ăƚ ŝŽŶ'ƵŝĚĞ;ϰ ϴ Ϭ Ϭ ϯ ϱ Ϳ͘

ƐƚĂďůŝƐŚƐŝƚĞͲƐƉĞĐŝĨŝĐĂŝƌĨŝůƚĞƌĂŶĚŚĞĂƚƐŝŶŬĐůĞĂŶŝŶŐŝŶƚĞƌǀ Ăů ^ĞĞ ^ŝƚĞͲ^ƉĞĐŝĨŝĐŝƌ&ŝůƚĞƌZĞƉůĂĐĞŵĞŶƚ/ŶƚĞƌǀĂů ǀĂůƵĂƚŝŽŶ͘ů Ğ Ă ŶŽ ƌ
ƌĞƉůĂĐĞƵŶŝƚƐĂƐŶĞĞĚĞĚ͘
ĂƚƚĞƌŝĞƐ
ZĞƉůĂĐ ĞĞǀ Ğƌ Ǉ Ϯ Ǉ ĞĂƌ Ɛ
ZĞƉůĂĐĞĞǀ ĞƌǇ ϯǇ ĞĂƌ ƐŽƌ
ϮϬ͕ϬϬϬŚƌƐŽĨŵŝĐƌŽƚƵƌďŝŶĞŽƉĞƌĂƚŝŽŶ;ǁŚŝĐŚĞǀĞƌŽĐĐƵƌƐĨŝƌƐƚͿ

ůĞĐƚƌŽŶŝĐƐĂŶĚĂďůĞƐ
DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŽĨĨƵĞůĨŝůƚĞƌƐĂŶĚǀĂůǀĞƐŵĂǇ ŝŶĚŝĐĂ ƚĞĂ Ŷ ĞŶǀŝƌŽŶŵĞŶƚĂů͕ŝŶƐƚĂůůĂƚŝŽŶ͕ŽƌĨƵĞůƋƵĂůŝƚǇŝƐƐƵĞƚŚĂƚŶĞĞĚƐƚ ŽďĞ ĂĚĚƌĞƐƐĞĚ͘
&ƵĞů^ƵƉƉůǇ͕ŽŵďƵƐƚŝŽŶ
WĞƌĨŽƌŵDĞŐKŚŵ ŚĞĐŬĞǀĞƌǇ ϭϮŵŽŶƚŚƐ
WŽǁĞƌŚĞĂĚĂŶĚKƚŚĞƌ
/ŶƐƉĞĐƚĞǀ ĞƌǇ ϭϮŵŽŶƚŚƐ
ϭ
ŝƌ&ŝůƚƌĂƚŝŽŶ
,ŝŐŚ,ƵŵŝĚŝƚǇ ƐǇ ƐƚĞŵƐ͗ /ŶƐƉĞĐ ƚĞǀ ĞƌǇ ϭϮŵŽŶƚŚƐ͖ ZĞƉůĂĐĞŝĨŶĞĐ ĞƐƐĂƌ Ǉ ůůKƚŚĞƌƐ͗/ŶƐƉĞĐƚĞǀĞƌǇ ϱǇ ĞĂƌƐ͖ZĞƉůĂĐĞŝĨŶĞĐĞƐƐĂƌǇ >ĞŐĞŶĚ
/ с/ŶƐƉĞĐƚ ZсZĞƉůĂĐĞ
сůĞĂŶ ^ с^ĞĞ ŝŶƐƚƌƵĐƚŝŽŶƐŝŶ

ŶŐŝ ŶĞŝ ƌ&ŝ ů ƚĞƌ ϰϰϬϮϭϯ

ů ĞĐƚƌŽŶŝ ĐƐ ŝ ƌ&ŝ ů ƚĞƌ ϰϰϬϮϭϯ
/'dĂŶĚ
ůĞĐƚƌŽŶŝĐ,ĞĂƚ^ŝŶŬƐ ϰϰϬϯϰϮ͕ϰϰϬϭϴϱ͕
ϰϰϬϮϱϬ͕ϰϰϬϭϴϲ
ŶƚŝͲŽŶĚĞŶƐĂƚŝŽŶ,ĞĂƚĞƌƐ ,ŝŐŚŚƵŵŝĚŝƚ Ǉ ƐǇ Ɛƚ ĞŵƐŽŶůǇ ͘ & Ƶ Ğ ů ^ Ǉ Ɛ ƚ Ğ ŵ ; > ŝ Ŷ Ğ Ɛ Ă Ŷ Ě & ŝ ƚ ƚ ŝ Ŷ Ő Ɛ Ϳ ^^^^^^^^^^^^^^^^^^^^ ^ Ğ Ğ 'ĂƐĞŽƵƐ&ƵĞů&ŝƚƚŝŶŐƐĂŶĚŽŵƉŽŶĞŶƚƐƐĞĐƚŝŽŶŝŶƚŚŝƐĚŽĐƵŵĞŶƚ͘ ,ĞĂƚdƌĂĐĞtŝƌŝŶŐ;WƌŽƉĂŶĞKŶůǇ Ϳ
ͻWĞƌĨŽƌŵĂǇ DёŝŶƐƵůĂƚŝŽŶĐŚĞĐŬĂƚŚĞĂƚĞƌĞůĞŵĞŶƚũƵŶĐƚŝŽŶďŽ ǆ͘ EŽŵŝŶĂůёƌ ĞĂĚŝŶŐƐŚŽƵůĚďĞŐƌ ĞĂƚĞƌ ƚŚĂŶϭ Ϭ D ё ͘ ͻW Ğƌ ĨŽƌ ŵ&ƵĞů,ĞĂĚĞƌ ёŝŶƐƵůĂƚŝŽŶĐ ŚĞĐ ŬƚŽĞŶƐƵƌ ĞƉƌ ŽƉĞƌ ŽƉĞƌ Ă ƚŝ ŽŶ ŽĨĂůůĐŝƌĐƵŝƚůĞĂĚƐ͘EŽŵŝŶĂůёƌĞĂĚŝŶŐƐŚŽƵůĚďĞŐƌĞĂƚĞƌƚŚĂŶ ϭϬDё͘ ͻ/ĨDёĐŚĞĐŬĨĂ ŝ ů Ɛ ͕ĐŽŶƚĂ ĐƚĂ ƉƐ ƚŽŶĞdĞĐŚŶŝ ĐĂ ů ^ƵƉƉŽƌƚ͘ /ŶůŝŶĞ&ƵĞů&ŝůƚ Ğƌ / Z / Z / Z / Z
&ƵĞů ^ŚƵƚŽĨĨsĂ ů ǀĞ ϰϰϬϮϭϳ Z
&ƵĞů sĂ ů ǀĞ;tŽŽĚǁĂ ƌĚsĂ ů ǀĞͿ ϰϰϬϮϬϵ Z /ŶũĞĐƚŽƌƐ Ɛ Ğŵďů ŝ ĞƐ ϰϰϬϭϵϯ / / Z / / Z / / Z / / Z /ŶƐ ƉĞĐƚĨŽƌŝ ŶũĞĐƚŽƌƚ ƵďĞƐĐŽƌŝŶŐŽƌĐƵƚƚŝŶŐ͕ƌĞƉůĂĐĞŝĨĐƵƚƚŚƌŽƵŐŚ͘ /ŐŶŝ ƚĞƌ ϰϰϬϭϵϮ͕ϰϰϬϮϳϵ Z Z Z Z Z Z Z Z Z Z

ŶŐŝ ŶĞŽŵďƵƐ ƚŽƌ>ŝ ŶĞƌ ϰϰϬϯϬϰ͕ϰϰϬϯϯϯ / / Z / / Z ZĞƉů Ă ĐĞŝ ĨĐƌĂ ĐŬŝ ŶŐ ͕ǁĂůůďƌĞĂĐŚĞƐŽƌŽƚŚĞƌĚĂŵĂŐĞŽďƐĞƌǀĞĚ͘ hĂ ƚƚĞƌǇ;ƵĂ ů DŽĚĞŽŶů ǇͿ ϰϰϬϮϭϮ
Ă ƚƚĞƌǇWĂ ĐŬ;ƵĂ ů DŽĚĞŽŶů ǇͿ ϰϰϬϮϭϲ ZĞĨĞƌƚŽ ĂƚƚĞƌǇdĞĐŚŶŝĐĂůZĞĨĞƌĞŶĐĞ;ϰϭϬϬϰϰͿĨŽƌĞǆƉĞĐƚĞĚů ŝ ĨĞǀƐ ͘ĚƵƚǇ ĐǇ ĐůĞ͕ĂŶĚ ĂƚƚĞƌǇDĂŝŶƚĞŶĂŶĐĞĨŽƌƌĞĐŚĂƌŐĞŝŶƚĞƌǀĂůƐ͘ ĂǇ
ůĞĐƚƌŽŶŝĐƐ&ĂŶĂŶĚ
W&ĂŶ Z Z

D /&ŝůƚ Ğƌ Z Z Z Z DŽƌĞĨƌĞƋƵĞŶƚƌĞƉů Ă ĐĞŵĞŶƚŵĂ Ǉŝ ŶĚŝ ĐĂ ƚĞƐ ŝ ƚĞŚĂ ƌŵŽŶŝ ĐĚŝ Ɛ ƚŽƌƚŝ ŽŶ ůĞǀ ĞůƐƚŚĂƚĞǆ Đ ĞĞĚ ĂƉƐƚŽŶĞƐƉĞĐ ŝĨŝĐ ĂƚŝŽŶƐ͘
ŵďŝĞŶƚ ůŝŵĂƚĞD ŽĚƵůĞ
ĂŶĚsŝŶǇ ůdƵďĞ ZZ DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŵĂǇ ďĞŶĞĐĞƐƐĂƌǇďĂƐĞĚŽŶĂŵďŝĞŶƚĂŝƌ ĐŽŶĚŝƚŝŽŶƐ;ĂŝƌďŽƌŶĞƉĂƌƚŝĐƵůĂƚĞƐͿĂƚƐŝƚĞ͘
W Ğƌ ƐŽŶĂůŝƚ Ǉ D ŽĚƵůĞƐ
;&ƌĂŵĞĂŶĚ
ŶŐŝŶĞͿ ϰϰϬϭϴϴ Z Z
'D͕>D͕DWŽǁĞ ƌŽĂ ƌĚƐ Ă ŶĚ
ĂƉĂĐŝƚŽƌƐ;DŝŶƵĂůDŽĚĞKŶůǇ Ϳ Z

ǆƚĞƌŶĂůůǇ ĐĐĞƐƐŝďůĞĂďůĞƐĂŶĚ
,Ăƌ ŶĞƐƐĞƐ ŚĞĐŬĐŽŶƚĂĐƚƐĂŶĚƐĞĂƚŝŶŐ͘
WŽǁĞƌŚĞĂ Ě ϰϰϬϯϭϲ Z Z
Ǉ ƉĂƐƐsĂůǀ Ğ&ůĞǆ ,ŽƐĞ
Ă ŶĚ^ƚĂ ƚŽƌ,ŽƐ Ğ ZZ ZĞƉůĂĐĞǁŚĞŶƌĞƉůĂĐŝŶŐƉŽǁĞƌŚĞĂĚ͕ĂŶĚŝĨĐƌĂĐŬŝŶŐŽƌďƌŝƚƚůĞŶĞƐ ƐŝƐ ŽďƐĞƌǀ ĞĚ͘
^ƚĂƚŽƌ ZŝŶŐ&ŝƌ ĞǁĂůů^ĞĂů / Z ZĞƉůĂĐ ĞŝĨĐ ƌ ĂĐ ŬĞĚŽƌ ďƌ ŝƚ ƚ ůĞ͘ ^ŝůŝĐ ŽŶĞͬ&ŝďĞƌ ŐůĂƐƐ
ǆ ŚĂƵƐƚ ^ůĞĞǀ ĞƐ / Z ZĞƉůĂĐ ĞŝĨĚĂŵĂŐĞĚ͘

ǆŚĂƵƐ ƚĂĐŬĨůŽǁsĂůǀĞ
;/ĨŝŶƐƚĂůůĞĚͿ ϰϰϬϯϯϰ / / / / / / / / / / ^Ǉ ƐƚĞŵƐǁŝƚŚĐŽŵŵŽŶĞǆŚĂƵƐƚŽŶůǇ ͘ZĞƉůĂĐĞŝĨĚĂŵĂŐĞŽƌ ĚĞƚĞƌŝŽƌĂƚŝŽŶŝƐŽďƐĞƌǀ ĞĚ͘

ŶĐ ůŽƐƵƌ ĞW ĂŶĞůĐ ŽƵƐƚ ŝĐ &ŽĂŵ / / / Z ZĞƉůĂĐ ĞŝĨĐ ƌ ĂĐ ŬĞĚŽƌ ďƌ ŝƚ ƚ ůĞ͘ ZĞƉůĂĐ ĞĞǀ Ğƌ Ǉ ϯǇ ĞĂƌ ƐŽƌ
ϮϬ͕ϬϬϬŚƌƐŽĨŵŝĐƌŽƚƵƌďŝŶĞŽƉĞƌĂƚŝŽŶ;ǁŚŝĐŚĞǀ ĞƌŽĐĐƵƌƐĨŝƌƐƚͿ ϭ
W ŽǁĞƌ ŚĞĂƚĞƌ ƐKE͕ǁĂŝƚϱŵŝŶƵƚĞƐ͘sĞƌ ŝĨǇ ĂůůŚĞĂƚĞƌ ƐĂƌ ĞĂƚ ů ĞĂ Ɛ ƚϭϬǑ;ϭϴǑ&ͿĂ ďŽǀĞĂ ŵďŝ Ğ ŶƚƚĞŵƉĞƌĂ ƚƵƌĞ͘,Ğ Ă ƚĞƌƐ Ă ƌĞ Ğǆ ƚĞƌ ŶĂůůǇ ƉŽǁĞƌ ĞĚ͘ ZĞĨĞƌ ƚŽ ĂƉƐƚŽŶĞD ŝĐƌ ŽƚƵƌ ďŝŶĞ,ŝŐŚ ,Ƶŵŝ Ěŝ ƚǇWĂ ĐŬĂ ŐĞƉƉů ŝ ĐĂ ƚŝ ŽŶ'Ƶŝ ĚĞ;ϰϴϬϬϯϱͿ͘
^ĞĞ ^ŝƚĞͲ^ƉĞĐŝĨŝĐŝƌ&ŝůƚĞƌZĞƉůĂĐĞŵĞŶƚ/ŶƚĞƌǀĂů
ǀĂůƵĂƚŝŽŶ͘ů Ğ Ă ŶŽƌ
ƌĞƉůĂĐĞƵŶŝƚƐĂƐŶĞĞĚĞĚ͘
ĂƚƚĞƌŝĞƐ
ůĞĐƚƌŽŶŝĐƐĂŶĚĂďůĞƐ
DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŽĨĨƵĞůĨŝůƚĞƌƐĂŶĚǀ Ăůǀ ĞƐŵĂǇ ŝŶĚŝĐĂ ƚĞĂ Ŷ ĞŶǀ ŝƌŽŶŵĞŶƚĂů͕ŝŶƐƚĂůůĂƚŝŽŶ͕ŽƌĨƵĞůƋƵĂůŝƚǇ ŝƐƐƵĞƚŚĂƚŶĞĞĚƐƚ ŽďĞ ĂĚĚƌĞƐƐĞĚ͘

ƐƚĂďůŝƐŚƐŝƚĞͲƐƉĞĐŝĨŝĐĂŝƌĨŝůƚĞƌĂŶĚŚĞĂƚƐŝŶŬĐůĞĂŶŝŶŐŝŶƚĞƌǀ Ăů /ŶƐƉĞĐ ƚĞǀ Ğƌ Ǉ ϭϮŵŽŶƚŚƐ
ϭ
,ŝŐŚ,ƵŵŝĚŝƚ Ǉ ƐǇ Ɛƚ ĞŵƐ͗ /ŶƐƉĞĐ ƚ Ğǀ Ğƌ Ǉ ϭ Ϯ ŵŽŶƚ ŚƐ͖ ZĞƉůĂĐ ĞŝĨŶĞĐĞƐƐĂƌ Ǉ ůůKƚŚĞƌƐ͗/ŶƐƉĞĐƚĞǀ ĞƌǇ ϱǇ ĞĂƌƐ͖ZĞƉůĂĐĞŝĨŶĞĐĞƐƐĂƌǇ WĞƌĨŽƌŵDĞŐKŚŵŚĞĐŬĞǀ ĞƌǇ ϭϮŵŽŶƚŚƐ
ZĞƉůĂĐ ĞĞǀ Ğƌ Ǉ Ϯ Ǉ ĞĂƌ Ɛ
&ƵĞů^ƵƉƉůǇ͕ŽŵďƵƐƚŝŽŶWŽǁĞƌŚĞĂĚĂŶĚKƚŚĞƌ ŝƌ&ŝůƚƌĂƚŝŽŶ >ĞŐĞŶĚ
/ с/ŶƐƉĞĐƚ ZсZĞƉůĂĐĞ
сůĞĂŶ ^ с^ĞĞ ŝŶƐƚƌƵĐƚŝŽŶƐŝŶƚŚŝƐĚŽĐƵŵĞŶƚ

ŶŐŝŶĞŝƌ&ŝůƚĞƌ ϰϰϬϮϭϯ

ůĞĐƚƌŽŶŝĐƐŝƌ &ŝůƚĞƌ ϰϰϬϮϭϯ
/'dĂŶĚ
ůĞĐƚƌŽŶŝĐ,ĞĂƚ^ŝŶŬƐ ϰϰϬϯϰϮ͕ϰϰϬϭϴϱ͕
ϰϰϬϮϱϬ͕ϰϰϬϭϴϲ
ŶƚŝͲŽŶĚĞŶƐĂƚŝŽŶ,ĞĂƚĞƌƐ ,ŝŐŚ ŚƵŵŝĚŝƚ Ǉ ƐǇ Ɛƚ ĞŵƐŽŶůǇ ͘ , Ğ Ă ƚ
ǆ Đ Ś Ă Ŷ Ő Ğ ƌ //// ////Z sŝƐ ƵĂ ů ůǇŝ ŶƐ ƉĞĐƚŚĞĂ ƚĞǆĐŚĂ ŶŐĞƌĞǆƚĞƌŝŽƌƐ ƵƌĨĂ ĐĞƐ ĨŽƌƉŝŶŚŽů ĞŽ ƌǁĞ ů Ě ũŽŝŶƚ ůĞĂŬƐ͘
t ŝ ƌ ŝ Ŷ Ő Ă Ŷ Ě Ă ď ů ŝ Ŷ Ő ϰ ϰ Ϭ Ϯ Ϭ ϯ ////////// WƵůů ƚĞƐ ƚĂ ůů ƉŽǁĞƌĂŶ ĚĐŽŶ ƚƌŽů ĐĂ ďů ĞƐ ƚŽĐŚĞĐŬĨŽƌĚĂŵĂŐĞ͕ ďƌŽŬĞŶ ƐƚƌĂŶĚƐŽƌůŽŽƐĞŵŽƵŶƚƐ͘
ŶƐƵƌĞĂŶǇƚĞƌŵŝŶĂůĐŽŶŶĞĐƚŝŽŶƐĂƌĞ
ƉƌŽƉĞƌů Ǉ Ɛ ĞĐƵƌĞĚ
sĂƌŝĂďůĞ&ƌĞƋƵĞŶĐǇƌŝǀĞ;s&Ϳ,ĞĂƚ
^ŝŶŬ
sĂƌŝĂďůĞ&ƌĞƋƵĞŶĐǇƌŝǀĞ;s&Ϳ&ĂŶ
^ Ğ Đ Ž Ŷ Ě ^ ƚ Ă Ő Ğ K ŝ ů ^ Ğ Ɖ Ă ƌ Ă ƚ Ž ƌ ϰ ϰ Ϭ Ϯ Ϭ ϭ Z Z Z Z Z Z Z Z Z Z & ' Z K ŝ ů ϰ ϰ Ϭ ϯ ϱ ϵ Z Z Z Z Z Z Z Z Z Z ƌ Ă ŝ Ŷ Ă Ŷ Ě ƌ Ğ Ɖ ů Ğ Ŷ ŝ Ɛ Ś Ž ŝ ů ͘ K ŝ ů & ŝ ů ƚ Ğ ƌ ϰ ϰ Ϭ ϯ ϱ ϴ Z Z Z Z Z Z Z Z Z Z ^ĐƌŽů ů ŽŵƉƌĞƐ Ɛ ŽƌƐ Z Z
& Ƶ Ğ ů ^ Ǉ Ɛ ƚ Ğ ŵ ; > ŝ Ŷ Ğ Ɛ Ă Ŷ Ě & ŝ ƚ ƚ ŝ Ŷ Ő Ɛ Ϳ ^^^^^^^^^^^^^^^^^^^^ ^ Ğ Ğ 'ĂƐĞŽƵƐ&ƵĞů&ŝƚƚŝŶŐƐĂŶĚŽŵƉŽŶĞŶƚƐƐ ĞĐƚŝ ŽŶŝ ŶƚŚŝ Ɛ ĚŽĐƵŵĞŶƚ͘ /ŶůŝŶĞ&ƵĞů&ŝůƚĞƌ / Z / Z / Z / Z
&ƵĞů^ŚƵƚŽĨĨsĂůǀĞ Z
& Ƶ Ğ ů s Ă ů ǀ Ğ ; t Ž Ž Ě ǁ Ă ƌ Ě s Ă ů ǀ Ğ Ϳ ϰ ϰ Ϭ Ϯ Ϭ ϵ Z / Ŷ ũ Ğ Đ ƚ Ž ƌ Ɛ Ɛ Ğ ŵ ď ů ŝ Ğ Ɛ ϰ ϰ Ϭ ϯ ϭ ϳ / /Z / /Z/ /Z / /Z/ Ŷ Ɛ Ɖ Ğ Đ ƚ Ĩ Ž ƌ ŝ Ŷ ũ Ğ Đ ƚ Ž ƌ ƚ ƵďĞƐĐŽƌŝŶŐŽƌĐƵƚƚŝŶŐ͕ƌĞƉůĂĐĞŝĨĐƵƚƚŚƌŽƵŐŚ͘ / Ő Ŷ ŝ ƚ Ğ ƌ ϰ ϰ Ϭ ϭ ϵ Ϯ ͕ ϰ ϰ Ϭ Ϯ ϳ ϵ ZZZZZZZZZZ

ŶŐŝ ŶĞŽŵďƵƐ ƚŽƌ>ŝ ŶĞƌ ϰϰϬϯϬϰ͕ϰϰϬϯϯϯ / / Z / / Z ZĞƉů Ă ĐĞŝ ĨĐƌĂ ĐŬŝ ŶŐ ͕ǁĂůůďƌĞĂĐŚĞƐŽƌŽƚŚĞƌĚĂŵĂŐĞŽďƐĞƌǀĞĚ hĂƚƚĞƌǇ;ƵĂůDŽĚĞŽŶůǇͿ ϰϰϬϮϭϮ
Ă ƚƚĞƌǇWĂ ĐŬ;ƵĂ ů DŽĚĞŽŶů ǇͿ ϰϰϬϬϲϲ͕ϰϭϬϬϳϮ ZĞĨĞƌƚŽ ĂƚƚĞƌǇdĞĐŚŶŝĐĂůZĞĨĞƌĞŶĐĞ;ϰϭϬϬϰϰͿĨŽƌĞǆƉĞĐƚĞ Ěů ŝ ĨĞ ǀƐ ͘ĚƵƚǇ ĐǇĐů Ğ͕Ă ŶĚĂƚƚĞƌǇDĂŝŶƚĞŶĂŶĐĞĨŽƌƌĞĐŚĂƌŐĞŝŶƚĞƌǀĂůƐ͘ Ă Ǉ
ů ĞĐƚƌŽŶŝ ĐƐ &ĂŶĂ ŶĚ
W&Ă Ŷ Z Z

D/&ŝůƚĞƌ Z Z Z Z DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŵĂǇŝŶĚŝĐĂƚĞƐŝƚĞŚĂƌŵŽŶŝĐĚŝƐƚŽƌƚŝŽŶ ůĞǀ ĞůƐƚ ŚĂƚ Ğǆ Đ ĞĞĚ ĂƉƐƚ ŽŶĞƐƉĞĐ ŝĨŝĐ Ăƚ ŝŽŶƐ͘
ŵďŝĞŶƚ ůŝŵĂƚĞD ŽĚƵůĞ
ĂŶĚsŝŶǇ ůdƵďĞ ZZ DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŵĂǇďĞŶĞĐĞƐƐĂƌǇ ďĂƐĞĚŽŶĂŵďŝĞŶƚĂŝƌ Đ ŽŶĚŝƚŝŽŶƐ;Ăŝƌ ďŽƌ ŶĞƉĂƌ ƚ ŝĐ ƵůĂƚ ĞƐͿĂƚ ƐŝƚĞ͘
WĞƌƐ ŽŶĂ ů ŝ ƚǇDŽĚƵů Ğ Ɛ
;&ƌĂŵĞĂŶĚ
ŶŐŝŶĞͿ ϰϰϬϭϴϴ Z Z
'D͕>D͕DWŽǁĞ ƌŽĂ ƌĚƐ Ă ŶĚ
ĂƉĂĐŝƚŽƌƐ;DŝŶƵĂůDŽĚĞKŶůǇ Ϳ Z

ǆƚĞƌŶĂůůǇ ĐĐĞƐƐŝďůĞĂďůĞƐĂŶĚ
,ĂƌŶĞƐƐĞƐ ŚĞĐŬĐŽŶƚĂĐƚƐĂŶĚƐĞĂƚŝŶŐ͘
WŽǁĞƌŚĞĂ Ě ϰϰϬϯϭϲ Z Z
ǇƉĂƐƐsĂůǀĞ&ůĞǆ,ŽƐĞ
ĂŶĚ^ƚĂƚŽƌ,ŽƐĞ ZZ ZĞƉůĂĐĞǁŚĞŶƌĞƉůĂĐŝŶŐƉŽǁĞƌ ŚĞĂĚ͕ĂŶĚŝĨĐƌ ĂĐŬŝŶŐŽƌďƌ ŝƚƚůĞŶĞƐ ƐŝƐ ŽďƐĞƌǀĞĚ͘
^ƚ Ăƚ Žƌ ZŝŶŐ&ŝƌ ĞǁĂůů^ĞĂů / Z ZĞƉůĂĐ ĞŝĨĐ ƌ ĂĐ ŬĞĚŽƌ ďƌ ŝƚ ƚ ůĞ͘ ^ŝůŝĐŽŶĞͬ&ŝďĞƌŐůĂƐƐ
ǆŚĂƵƐƚ^ůĞĞǀĞƐ / Z ZĞƉůĂĐĞŝĨĚĂŵĂŐĞĚ͘

ǆŚĂƵƐƚĂĐŬĨůŽǁsĂůǀĞ
;/ĨŝŶƐƚĂůůĞĚ Ϳ ϰ ϰ Ϭ ϯ ϯ ϰ //////// / / ^Ǉ ƐƚĞŵƐǁŝƚŚĐŽŵŵŽŶĞǆŚĂƵƐƚŽŶůǇ ͘ZĞƉůĂĐĞŝĨĚĂŵĂŐĞŽƌ ĚĞƚĞƌŝŽƌĂƚŝŽŶŝƐŽďƐĞƌǀĞĚ͘

ŶĐ ůŽƐƵƌ ĞW ĂŶĞů Đ ŽƵƐƚ ŝĐ &ŽĂŵ / / / Z ZĞƉůĂĐ ĞŝĨĐ ƌ ĂĐ ŬĞĚŽƌ ďƌ ŝƚ ƚ ůĞ͘ ϭ
W ŽǁĞƌ ŚĞĂƚ Ğƌ ƐK E͕ ǁĂŝƚ ϱ ŵŝŶƵƚ ĞƐ͘ sĞƌ ŝĨǇ ĂůůŚĞĂƚ Ğƌ ƐĂƌ ĞĂƚ ůĞĂƐ ƚϭϬǑ;ϭϴǑ&ͿĂ ďŽǀĞĂ ŵďŝ ĞŶƚƚĞŵƉĞƌĂ ƚƵƌĞ͘,ĞĂ ƚĞƌƐ ĂƌĞĞǆƚĞƌŶĂůůǇ ƉŽǁĞƌĞĚ͘ZĞĨĞƌƚŽ ĂƉƐƚŽŶĞD ŝĐƌ ŽƚƵƌďŝŶĞ,ŝŐŚ,Ƶŵ ŝĚŝƚ Ǉ W ĂĐ ŬĂŐĞƉƉůŝĐ Ăƚ ŝŽŶ'ƵŝĚĞ ;ϰϴϬϬϯϱͿ͘ W,ĂŶĚKƚŚĞƌ

ƐƚĂďůŝƐŚƐŝƚĞͲƐƉĞĐŝĨŝĐĂŝƌĨŝůƚĞƌĂŶĚŚĞĂƚƐŝŶŬĐůĞĂŶŝŶŐŝŶƚĞƌǀ Ăů ^ĞĞ ^ŝƚĞͲ^ƉĞĐŝĨŝĐŝƌ&ŝůƚĞƌZĞƉůĂĐĞŵĞŶƚ/ŶƚĞƌǀĂů ǀĂůƵĂƚŝŽŶ͘ů Ğ Ă ŶŽƌ
ƌĞƉůĂĐĞƵŶŝƚƐĂƐŶĞĞĚĞĚ͘

ůĞĐƚĂŶĚĂďůĞƐ
,ŝŐŚ,ƵŵŝĚŝƚǇ ƐǇ ƐƚĞŵƐ͗ /ŶƐƉĞĐƚĞǀ ĞƌǇ ϭϮŵŽŶƚŚƐ͖ ZĞƉůĂĐĞŝĨŶĞĐ ĞƐƐĂƌǇ ů ů KƚŚĞ ƌƐ ͗/ ŶƐ ƉĞ ĐƚĞ ǀĞ ƌǇϱǇĞ Ă ƌƐ ͖ZĞ Ɖů Ă ĐĞ ŝ ĨŶĞ ĐĞ Ɛ Ɛ Ă ƌǇ DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŽĨĨƵĞůĨŝůƚĞƌƐĂŶĚǀĂůǀĞƐŵĂǇŝŶĚŝĐĂ ƚĞĂ Ŷ ĞŶǀŝƌŽŶŵĞŶƚĂů͕ŝŶƐƚĂůůĂƚŝŽŶ͕ŽƌĨƵĞůƋƵĂůŝƚǇŝƐƐƵĞƚŚĂƚŶĞĞĚƐƚ ŽďĞ ĂĚĚƌĞƐƐĞĚ͘
ĂƚƚĞƌŝĞƐ
ZĞƉůĂĐĞĞǀ Ğƌ Ǉ ϮǇ ĞĂƌ Ɛ
ZĞƉůĂĐ ĞĞǀ Ğƌ Ǉ ϯǇ ĞĂƌ ƐŽƌ
Ϯ Ϭ ͕ Ϭ Ϭ Ϭ Śƌ ƐŽĨŵŝĐ ƌ Žƚ Ƶƌ ďŝŶĞŽƉĞƌ ĂƚŝŽŶ;ǁŚŝĐ ŚĞǀ Ğƌ ŽĐ Đ Ƶƌ ƐĨŝƌ ƐƚͿ /ŶƐƉĞĐƚĞǀ ĞƌǇ ϭϮŵŽŶƚŚƐ
ϭ
ŝƌ&ŝůƚƌĂƚŝŽŶ&ƵĞů'ĂƐŽŽƐƚĞƌ;&'ZͿ&ƵĞů^ƵƉƉůǇ͕ŽŵďƵƐƚŝŽŶ ZĞƉůĂĐĞĞǀ Ğƌ Ǉ ϯǇ ĞĂƌ Ɛ
>ĞŐĞŶĚ
/ с/ŶƐƉĞĐƚ ZсZĞƉůĂĐĞ
сůĞĂŶ ^ с^ĞĞ ŝŶƐƚƌƵĐƚŝŽŶƐ ŝŶ

ŶŐŝ ŶĞŝ ƌ&ŝ ů ƚĞƌ ϰϰϬϮϭϯ

ů ĞĐƚƌŽŶŝ ĐƐ ŝ ƌ&ŝ ů ƚĞƌ ϰϰϬϮϭϯ
/'dĂŶĚ
ůĞĐƚƌŽŶŝĐ,ĞĂƚ^ŝŶŬƐ ϰϰϬϯϰϮ͕ϰϰϬϭϴϱ͕
ϰϰϬϮϱϬ͕ϰϰϬϭϴϲ
ŶƚŝͲŽŶĚĞŶƐĂƚŝŽŶ,ĞĂƚĞƌƐ ,ŝŐŚŚƵŵŝĚŝƚ Ǉ ƐǇ Ɛƚ ĞŵƐŽŶůǇ ͘ , Ğ Ă ƚ
ǆ Đ Ś Ă Ŷ Ő Ğ ƌ //// ////Z sŝƐƵĂůůǇŝŶƐƉĞĐƚŚĞĂƚĞǆĐŚĂŶŐĞƌĞǆƚĞƌŝŽƌƐƵƌĨĂĐĞƐĨŽƌƉŝŶŚŽůĞŽ ƌǁĞ ů Ě ũŽŝŶƚůĞĂŬƐ͘
tŝ ƌŝ ŶŐĂ ŶĚĂ ďů ŝ ŶŐ ϰϰϬϮϬϯ //////////
WƵůů ƚĞƐ ƚĂ ůů ƉŽǁĞƌĂŶ ĚĐŽŶ ƚƌŽůĐĂ ďů ĞƐ ƚŽĐŚĞĐŬĨŽƌĚĂŵĂŐĞ͕ ďƌŽŬĞŶ ƐƚƌĂŶĚƐŽƌůŽŽƐĞŵŽƵŶƚƐ͘
ŶƐƵƌĞĂŶǇ ƚĞƌŵŝŶĂůĐŽŶŶĞĐƚŝŽŶƐĂƌĞ
ƉƌŽƉĞƌůǇ ƐĞĐƵƌĞĚ
sĂƌŝĂďůĞ&ƌĞƋƵĞŶĐǇ ƌŝǀĞ;s&Ϳ,ĞĂƚ
^ŝŶŬ
sĂƌŝĂďůĞ&ƌĞƋƵĞŶĐǇ ƌŝǀĞ;s&Ϳ&ĂŶ
^ĞĐŽŶĚ^ƚĂ ŐĞKŝ ů ^ĞƉĂ ƌĂ ƚŽƌ ϰϰϬϮϬϭ Z Z Z Z Z Z Z Z Z Z &'ZKŝ ů ϰϰϬϯϱϵ Z Z Z Z Z Z Z Z Z Z ƌĂ ŝ ŶĂ ŶĚƌĞƉů ĞŶŝ Ɛ ŚŽŝ ů ͘ Kŝ ů &ŝ ů ƚĞƌ ϰϰϬϯϱϴ Z Z Z Z Z Z Z Z Z Z ^ĐƌŽů ů ŽŵƉƌĞƐ Ɛ ŽƌƐ Z Z
& Ƶ Ğ ů ^ Ǉ Ɛ ƚ Ğ ŵ ; > ŝ Ŷ Ğ Ɛ Ă Ŷ Ě & ŝ ƚ ƚ ŝ Ŷ Ő Ɛ Ϳ ^^^^^^^^^^^^^^^^^^^^ ^ Ğ Ğ 'ĂƐĞŽƵƐ&ƵĞů&ŝƚƚŝŶŐƐĂŶĚŽŵƉŽŶĞŶƚƐƐĞĐƚŝŽŶŝŶƚŚŝƐĚŽĐƵŵĞŶƚ͘ / Ŷ ů ŝ Ŷ Ğ & Ƶ Ğ ů & ŝ ů ƚ Ğ ƌ / Z/ Z/ Z/ Z
&ƵĞů^ŚƵƚŽĨĨsĂůǀ Ğ Z
&ƵĞů sĂ ů ǀĞ;tŽŽĚǁĂ ƌĚsĂ ů ǀĞͿ ϰϰϬϮϬϵ Z
/ŶũĞĐƚŽƌƐ Ɛ Ğŵďů ŝ ĞƐ ϰϰϬϯϭϳ / / Z / / Z / / Z / / Z / ŶƐ ƉĞĐƚĨŽƌŝ ŶũĞĐƚŽƌƚ ƵďĞƐĐŽƌŝŶŐŽƌĐƵƚƚŝŶŐ͕ƌĞƉůĂĐĞŝĨĐƵƚƚŚƌŽƵŐŚ͘ /ŐŶŝ ƚĞƌ ϰϰϬϭϵϮ͕ϰϰϬϮϳϵ Z Z Z ZZZZZZZ

ŶŐŝ ŶĞŽŵďƵƐ ƚŽƌ>ŝ ŶĞƌ ϰϰϬϯϬϰ͕ϰϰϬϯϯϯ / / Z / / Z ZĞƉů Ă ĐĞŝ ĨĐƌĂ ĐŬŝ ŶŐ ͕ǁĂůůďƌĞĂĐŚĞƐŽƌŽƚŚĞƌĚĂŵĂŐĞŽďƐĞƌǀ ĞĚ hĂ ƚƚĞƌǇ;ƵĂ ů DŽĚĞŽŶů ǇͿ ϰϰϬϮϭϮ
Ă ƚƚĞƌǇWĂ ĐŬ;ƵĂ ů DŽĚĞŽŶů ǇͿ ϰϰϬϬϲϲ͕ϰϭϬϬϳϮ ZĞĨĞƌƚŽ ĂƚƚĞƌǇdĞĐŚŶŝĐĂůZĞĨĞƌĞŶĐĞ;ϰϭϬϬϰϰͿĨŽƌĞǆƉĞĐƚĞĚů ŝ ĨĞǀƐ ͘ĚƵƚǇ ĐǇ ĐůĞ͕ĂŶĚ ĂƚƚĞƌǇDĂŝŶƚĞŶĂŶĐĞĨŽƌƌĞĐŚĂƌŐĞŝŶƚĞƌǀĂůƐ͘ ĂǇ
ůĞĐƚƌŽŶŝĐƐ&ĂŶĂŶĚ
W&ĂŶ Z Z

D / & ŝ ů ƚ Ğ ƌ Z ZZZ DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŵĂǇ ŝŶĚŝĐĂƚĞƐŝƚĞŚĂƌŵŽŶŝĐĚŝƐƚŽƌƚŝŽŶ ůĞǀ ĞůƐƚ ŚĂƚĞǆ Đ ĞĞĚ ĂƉƐƚ ŽŶĞƐƉĞĐ ŝĨŝĐ ĂƚŝŽŶƐ͘
ŵďŝĞŶƚůŝŵĂƚĞDŽĚƵůĞ
ĂŶĚsŝŶǇ ůdƵďĞ ZZ DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŵĂǇ ďĞŶĞĐĞƐƐĂƌǇďĂƐĞĚŽŶĂŵďŝĞŶƚĂŝƌ ĐŽŶĚŝƚŝŽŶƐ;ĂŝƌďŽƌŶĞƉĂƌƚŝĐƵůĂƚĞƐͿĂƚƐŝƚĞ͘
W Ğƌ ƐŽŶĂůŝƚǇ D ŽĚƵůĞƐ
;&ƌĂŵĞĂŶĚ
ŶŐŝŶĞͿ ϰϰϬϭϴϴ Z Z
'D͕>D͕DWŽǁĞƌŽĂƌĚƐĂŶĚ
ĂƉĂĐŝƚŽƌƐ;DŝŶƵĂůDŽĚĞKŶůǇ Ϳ Z

ǆƚĞƌŶĂůůǇ ĐĐĞƐƐŝďůĞĂďůĞƐĂŶĚ
,Ăƌ ŶĞƐƐĞƐ ŚĞĐŬĐŽŶƚĂĐƚƐĂŶĚƐĞĂƚŝŶŐ͘
WŽǁĞƌŚĞĂ Ě ϰϰϬϯϭϲ Z Z
Ǉ ƉĂƐƐsĂůǀ Ğ&ůĞǆ ,ŽƐĞ
ĂŶĚ^ƚĂƚŽƌ,ŽƐĞ ZZ ZĞƉůĂĐĞǁŚĞŶƌĞƉůĂĐŝŶŐƉŽǁĞƌŚĞĂĚ͕ĂŶĚŝĨĐƌĂĐŬŝŶŐŽƌďƌŝƚƚůĞŶĞƐ ƐŝƐ ŽďƐĞƌǀ ĞĚ͘
^ƚĂƚŽƌZŝŶŐ&ŝƌĞǁĂůů^ĞĂů / Z ZĞƉůĂĐĞŝĨĐƌĂĐŬĞĚŽƌďƌŝƚƚůĞ͘ ^ŝůŝĐ ŽŶĞͬ&ŝďĞƌ ŐůĂƐƐ
ǆ ŚĂƵƐƚ^ůĞĞǀ ĞƐ / Z ZĞƉůĂĐĞŝĨĚĂŵĂŐĞĚ͘

ǆŚĂƵƐƚĂĐŬĨůŽǁsĂůǀ Ğ
;/ĨŝŶƐƚĂůůĞĚ Ϳ ϰϰϬϯϯϰ //////// / / ^ǇƐƚĞŵƐǁŝƚŚĐŽŵŵŽŶĞǆŚĂƵƐƚŽŶůǇ ͘ZĞƉůĂĐĞŝĨĚĂŵĂŐĞŽƌ ĚĞƚĞƌŝŽƌĂƚŝŽŶŝƐŽďƐĞƌǀ ĞĚ͘

ŶĐůŽƐƵƌĞWĂŶĞůĐŽƵƐƚŝĐ&ŽĂŵ / / / Z ZĞƉůĂĐĞŝĨĐƌĂĐŬĞĚŽƌďƌŝƚƚůĞ͘ ϭ
WŽǁĞƌŚĞĂƚĞƌƐKE͕ǁĂŝƚϱŵŝŶƵƚĞƐ͘sĞƌŝĨǇĂůůŚĞĂƚĞƌƐĂƌĞĂƚ ů ĞĂ Ɛ ƚϭϬǑ;ϭϴǑ&ͿĂ ďŽǀĞĂ ŵďŝ ĞŶƚƚĞŵƉĞƌĂ ƚƵƌĞ͘,ĞĂ ƚĞƌƐ Ă ƌĞ ĞǆƚĞƌŶĂůůǇ ƉŽǁĞƌĞĚ͘ZĞĨĞƌƚŽĂƉƐƚŽŶĞDŝĐƌŽƚƵƌďŝŶĞ,ŝŐŚ ,ƵŵŝĚŝƚǇ WĂĐŬĂŐĞƉƉůŝĐĂƚŝŽŶ'ƵŝĚĞ ;ϰϴϬϬϯϱͿ͘
W,ĂŶĚKƚŚĞƌ
^ĞĞ ^ŝƚĞͲ^ƉĞĐŝĨŝĐŝƌ&ŝůƚĞƌZĞƉůĂĐĞŵĞŶƚ/ŶƚĞƌǀĂů
ǀĂůƵĂƚŝŽŶ͘ů Ğ Ă ŶŽƌ
ƌĞƉůĂĐĞƵŶŝƚƐĂƐŶĞĞĚĞĚ͘

ůĞĐƚĂŶĚĂďůĞƐ
DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŽĨĨƵĞůĨŝůƚĞƌƐĂŶĚǀĂůǀ ĞƐŵĂǇ ŝŶĚŝĐĂ ƚĞĂ Ŷ ĞŶǀ ŝƌŽŶŵĞŶƚĂů͕ŝŶƐƚĂůůĂƚŝŽŶ͕ŽƌĨƵĞůƋƵĂůŝƚǇ ŝƐƐƵĞƚŚĂƚŶĞĞĚƐƚ ŽďĞ ĂĚĚƌĞƐƐĞĚ͘

ƐƚĂďůŝƐŚƐŝƚĞͲƐƉĞĐŝĨŝĐĂŝƌĨŝůƚĞƌĂŶĚŚĞĂƚƐŝŶŬĐůĞĂŶŝŶŐŝŶƚĞƌǀ Ăů /ŶƐƉĞĐ ƚĞǀ Ğƌ Ǉ ϭ Ϯ ŵŽŶƚŚƐ
ϭ
ZĞƉůĂĐ ĞĞǀ Ğƌ Ǉ ϯǇ ĞĂƌ Ɛ
ZĞƉůĂĐ ĞĞǀ Ğƌ Ǉ ϮǇ ĞĂƌ Ɛ
ZĞƉůĂĐ ĞĞǀ Ğƌ Ǉ ϯǇ ĞĂƌ ƐŽƌ
ϮϬ͕ϬϬϬŚƌƐ ŽĨŵŝ ĐƌŽƚƵƌďŝ ŶĞŽƉĞƌĂ ƚŝ ŽŶ;ǁŚŝ ĐŚĞǀĞƌŽĐĐƵƌƐ Ĩŝ ƌƐ ƚͿ ,ŝŐŚ,ƵŵŝĚŝƚ Ǉ ƐǇ Ɛƚ ĞŵƐ͗ /ŶƐƉĞĐ ƚ Ğǀ Ğƌ Ǉ ϭ Ϯ ŵŽŶƚ ŚƐ͖ ZĞƉůĂĐ ĞŝĨŶĞĐĞƐƐĂƌ Ǉ ůůKƚŚĞƌƐ͗/ŶƐƉĞĐƚĞǀ ĞƌǇ ϱǇĞĂƌƐ͖ZĞƉůĂĐĞŝĨŶĞĐĞƐƐĂƌǇ ĂƚƚĞƌŝĞƐ ŝƌ&ŝůƚƌĂƚŝŽŶ &ƵĞů'ĂƐŽŽƐƚĞƌ;&'ZͿ&ƵĞů^ƵƉƉůǇ͕ŽŵďƵƐƚŝŽŶ >ĞŐĞŶĚ
/ с/ŶƐƉĞĐƚ ZсZĞƉůĂĐĞ
сůĞĂŶ ^ с^ĞĞ ŝŶƐƚƌƵĐƚŝŽŶƐ ŝŶ ƚŚŝƐ ĚŽĐƵŵĞŶƚ

ŶŐŝ ŶĞŝ ƌ&ŝ ů ƚĞƌ ϰϰϬϮϭϯ

ŶŐŝŶĞŽŵďƵƐƚŽƌ>ŝŶĞƌ ϰϰϬϯϬϰ͕ϰϰϬϯϯϯ / / Z / / Z ZĞƉůĂĐĞŝĨĚĂŵĂŐĞŽ ďƐĞƌǀĞĚ h ĂƚƚĞƌǇ;ƵĂůDŽĚĞŽŶůǇͿ ϰϰϬϮϭϮ
ĂƚƚĞƌǇWĂĐŬ;ƵĂůDŽĚĞŽŶůǇͿ ϰϰϬϮϭϲ
ZĞĨĞƌƚŽ ĂƚƚĞƌǇdĞĐŚŶŝĐĂůZĞĨĞƌĞŶĐĞ;ϰϭϬϬϰϰͿĨŽƌĞ ǆƉĞ ĐƚĞ Ěů ŝ ĨĞ ǀƐ ͘ĚƵƚǇ ĐǇĐů Ğ͕Ă ŶĚĂƚƚĞƌǇDĂŝŶƚĞŶĂŶĐĞĨŽƌ ƌ ĞĐŚĂƌ ŐĞŝŶƚ Ğƌ ǀ ĂůƐ͘ ĂǇ
ůĞĐƚƌŽŶŝĐƐ&ĂŶĂŶĚ
W&ĂŶ Z Z

D/&ŝůƚĞƌ Z Z Z Z DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŵĂǇŝŶĚŝĐĂƚĞƐŝƚĞŚĂƌŵŽŶŝĐĚŝƐƚŽƌƚŝŽŶ ůĞǀ ĞůƐƚŚĂƚ Ğǆ ĐĞĞĚ ĂƉƐƚŽŶĞƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͘
ŵďŝĞŶƚ ůŝŵĂƚĞDŽĚƵůĞ
ĂŶĚsŝŶǇůdƵďĞ ZZ DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŵĂǇďĞŶĞĐĞƐƐĂƌǇďĂƐĞĚŽŶĂŵďŝĞŶƚĂŝƌ ĐŽŶĚŝƚŝŽŶƐ;ĂŝƌďŽƌŶĞƉĂƌƚŝĐƵůĂƚĞƐͿĂƚƐŝƚĞ͘
W Ğƌ ƐŽŶĂůŝƚ Ǉ D ŽĚƵůĞƐ
;&ƌĂŵĞĂŶĚ
ŶŐŝŶĞͿ ϰϰϬϭϴϴ Z Z
'D͕>D͕DWŽǁĞ ƌŽĂ ƌĚƐ Ă ŶĚ
ĂƉĂĐŝƚŽƌƐ; DŝŶƵĂůDŽĚĞKŶůǇͿ Z /ŶĐůƵĚĞĂŶǇĂƐƐŽĐŝĂƚĞĚĐĂƉĂĐŝƚŽƌďĂŶŬƐ͘

ǆ ƚĞƌ ŶĂůůǇ ĐĐĞƐƐŝďůĞ ĂďůĞƐĂŶĚ
,ĂƌŶĞƐƐĞƐ ŚĞĐŬĐŽŶƚĂĐƚƐĂŶĚƐĞĂƚŝŶŐ͘
WŽǁĞ ƌŚĞ Ă Ě ϰϰϬϯϭϲ Z Z
Ǉ ƉĂƐƐs Ăůǀ Ğ&ůĞǆ ,ŽƐĞ
ĂŶĚ^ƚĂƚŽƌ,ŽƐĞ ZZ ZĞƉůĂĐĞǁŚĞŶƌĞƉůĂĐŝŶŐƉŽǁĞƌŚĞĂĚ͕ĂŶĚŝĨĐƌĂĐŬŝŶŐŽƌďƌŝƚƚůĞŶĞƐ ƐŝƐ ŽďƐĞƌǀĞĚ͘
^ƚĂƚŽƌZŝŶŐ&ŝƌĞǁĂůů^ĞĂů / Z / Z ZĞƉůĂĐĞŝĨĐƌĂĐŬĞĚŽƌďƌŝƚƚůĞ͘ ^ŝůŝĐ ŽŶĞͬ&ŝďĞƌ ŐůĂƐƐ
ǆ ŚĂƵƐƚ ^ůĞĞǀ ĞƐ / Z ZĞƉůĂĐ ĞŝĨĚĂŵĂŐĞĚ͘

ǆŚĂƵƐƚĂĐŬĨůŽǁsĂůǀĞ
;/ĨŝŶƐƚĂůůĞĚͿ ϰ ϰ Ϭ ϯ ϯ ϰ //////// / / ^ǇƐƚĞŵƐǁŝƚŚĐŽŵŵŽŶĞǆŚĂƵƐƚŽŶůǇ͘ZĞƉůĂĐĞŝĨĚĂŵĂŐĞŽƌ ĚĞƚĞƌŝŽƌĂƚŝŽŶŝƐŽďƐĞƌǀĞĚ͘

ŶĐůŽƐƵƌĞWĂŶĞůĐŽƵƐƚŝĐ&ŽĂŵ / / / Z ZĞƉůĂĐĞŝĨĐƌĂĐŬĞĚŽƌďƌŝƚƚůĞ͘ &ƵĞů^ƵƉƉůǇ͕ŽŵďƵƐƚŝŽŶĂƚƚĞƌŝĞƐ
ZĞƉůĂĐĞĞǀ Ğƌ Ǉ Ϯ Ǉ ĞĂƌ Ɛ
ZĞƉůĂĐĞĞǀ Ğƌ Ǉ ϯǇ ĞĂƌ ƐŽƌ
ϮϬ͕ϬϬϬŚƌƐ ŽĨŵŝ ĐƌŽƚƵƌďŝ ŶĞŽƉĞƌĂ ƚŝ ŽŶ;ǁŚŝ ĐŚĞǀĞƌŽĐĐƵƌƐ Ĩŝ ƌƐ ƚͿ /ŶƐƉĞĐƚĞǀ ĞƌǇ ϭϮŵŽŶƚŚƐ
ϭ
,ŝŐŚ,ƵŵŝĚŝƚǇƐǇƐƚĞŵƐ͗/ŶƐƉĞĐƚĞǀĞƌǇϭϮŵŽŶƚŚƐ͖ZĞƉůĂĐĞŝĨŶĞĐ ĞƐƐĂƌ Ǉ ůůKƚŚĞƌƐ͗/ŶƐƉĞĐƚĞǀĞƌǇϱǇĞĂƌƐ͖ZĞƉůĂĐĞŝĨŶĞĐĞƐƐĂƌǇ ŝƌ&ŝůƚƌĂƚŝŽŶ
ϭ
WŽǁĞƌŚĞĂƚĞƌƐKE͕ǁĂŝƚϱŵŝŶƵƚĞƐ͘sĞƌŝĨǇĂůůŚĞĂƚĞƌƐĂƌĞĂƚůĞĂ ƐƚϭϬǑ;ϭϴǑ&ͿĂďŽǀĞĂŵďŝĞŶƚƚĞŵƉĞƌĂƚƵƌĞ͘,ĞĂƚĞƌƐ Ăƌ ĞĞǆ ƚĞƌ ŶĂůůǇ ƉŽǁĞƌ ĞĚ͘ZĞĨĞƌ ƚŽ ĂƉƐƚŽŶĞD ŝĐƌ ŽƚƵƌ ďŝŶĞ,ŝŐŚ,Ƶŵ ŝĚŝƚ Ǉ W ĂĐ ŬĂŐĞ ƉƉůŝĐ Ăƚ ŝŽŶ'ƵŝĚĞ;ϰ ϴ Ϭ Ϭ ϯ ϱ Ϳ͘

ƐƚĂďůŝƐŚƐŝƚĞͲƐƉĞĐŝĨŝĐĂŝƌĨŝůƚĞƌĂŶĚŚĞĂƚƐŝŶŬĐůĞĂŶŝŶŐŝŶƚĞƌǀ Ăů ^ĞĞ ^ŝƚĞͲ^ƉĞĐŝĨŝĐŝƌ&ŝůƚĞƌZĞƉůĂĐĞŵĞŶƚ/ŶƚĞƌǀĂů ǀĂůƵĂƚŝŽŶ͘ů Ğ Ă ŶŽƌ
ƌĞƉůĂĐĞƵŶŝƚƐĂƐŶĞĞĚĞĚ͘
WŽǁĞƌŚĞĂĚĂŶĚKƚŚĞƌ
ůĞĐƚƌŽŶŝĐƐĂŶĚĂďůĞƐ
DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŽĨĨƵĞůĨŝůƚĞƌƐĂŶĚǀĂůǀĞƐŵĂǇŝŶĚŝĐĂ ƚĞ ĂŶĞŶǀŝƌŽŶŵĞŶƚĂů͕ŝŶƐƚĂůůĂƚŝŽŶ͕ŽƌĨƵĞůƋƵĂůŝƚǇŝƐƐƵĞƚŚĂƚŶĞĞĚ Ɛƚ Ž ďĞĂĚĚƌĞƐƐĞĚ͘
>ĞŐĞŶĚ
/ с/ŶƐƉĞĐƚ ZсZĞƉůĂĐĞ
сůĞĂŶ ^ с^ĞĞ ŝŶƐƚƌƵĐƚŝŽŶƐŝŶ

ŶŐŝŶĞŝƌ&ŝůƚĞƌ ϰϰϬϮϭϯ

ŶŐŝŶĞŽŵďƵƐƚŽƌ>ŝŶĞƌ ϰϰϬϯϬϰ͕ϰϰϬϯϯϯ / / Z / / Z ZĞƉůĂĐĞŝĨĚĂŵĂŐĞŽ ďƐĞƌǀĞĚ h ĂƚƚĞƌǇ ;ƵĂůDŽĚĞŽŶůǇ Ϳ ϰϰϬϮϭϮ
Ă ƚƚĞ ƌǇWĂ ĐŬ;ƵĂ ů DŽĚĞ ŽŶů ǇͿ ϰϰϬϮϭϲ
ZĞĨĞƌƚŽ ĂƚƚĞƌǇdĞĐŚŶŝĐĂůZĞĨĞƌĞŶĐĞ;ϰϭϬϬϰϰͿĨŽƌĞǆƉĞĐƚĞĚůŝĨĞǀƐ͘ĚƵƚǇ ĐǇ ĐůĞ͕ĂŶĚ ĂƚƚĞƌǇDĂŝŶƚĞŶĂŶĐĞĨŽƌƌĞĐŚĂƌŐĞŝŶƚĞƌǀĂůƐ͘ ĂǇ
ůĞĐƚƌŽŶŝĐƐ&ĂŶĂŶĚ
W&ĂŶ Z Z

D/&ŝůƚĞƌ Z Z Z Z DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŵĂǇŝŶĚŝĐĂƚĞƐŝƚĞŚĂƌŵŽŶŝĐĚŝƐƚŽƌƚŝŽŶ ůĞǀ ĞůƐƚ ŚĂƚĞǆ Đ ĞĞĚ ĂƉƐƚ ŽŶĞƐƉĞĐ ŝĨŝĐ ĂƚŝŽŶƐ͘
ŵďŝĞŶƚ ůŝŵĂƚ ĞD ŽĚƵůĞ
ĂŶĚsŝŶǇ ůdƵďĞ ZZ D Žƌ ĞĨƌ ĞƋƵĞŶƚƌ ĞƉůĂĐĞŵĞŶƚ ŵĂǇ ďĞŶĞĐĞƐƐĂƌ Ǉ ďĂƐĞĚŽŶĂŵďŝĞŶƚĂŝƌ ĐŽŶĚŝƚŝŽŶƐ;ĂŝƌďŽƌŶĞƉĂƌƚŝĐƵůĂƚĞƐͿĂƚƐŝƚĞ͘
WĞƌƐŽŶĂůŝƚǇDŽĚƵůĞƐ
;&ƌĂŵĞĂŶĚ
ŶŐŝŶĞͿ ϰϰϬϭϴϴ Z Z
' D͕> D͕DWŽǁĞƌŽĂƌĚƐĂŶĚ
ĂƉĂĐŝƚŽƌƐ;DŝŶƵĂůDŽĚĞKŶůǇ Ϳ Z /ŶĐůƵĚĞĂŶǇĂƐƐŽĐŝĂƚĞĚĐĂƉĂĐŝƚŽƌďĂŶŬƐ͘

ǆ ƚ Ğƌ ŶĂůůǇ Đ Đ ĞƐƐŝďůĞ ĂďůĞƐĂŶĚ
,ĂƌŶĞƐƐĞƐ ŚĞĐŬĐŽŶƚĂĐƚƐĂŶĚƐĞĂƚŝŶŐ͘
WŽǁĞ ƌŚĞ Ă Ě ϰϰϬϯϭϲ Z Z
Ǉ ƉĂƐƐs Ăůǀ Ğ&ůĞǆ ,ŽƐĞ
ĂŶĚ^ƚĂƚŽƌ,ŽƐĞ ZZ ZĞƉůĂĐĞǁŚĞŶƌĞƉůĂĐŝŶŐƉŽǁĞƌŚĞĂĚ͕ĂŶĚŝĨĐƌĂĐŬŝŶŐŽƌďƌŝƚƚůĞŶĞƐ ƐŝƐ ŽďƐĞƌǀĞĚ͘
^ƚĂƚŽƌZŝŶŐ&ŝƌĞǁĂůů^ĞĂů / Z / Z ZĞƉůĂĐĞŝĨĐƌĂĐŬĞĚŽƌďƌŝƚƚůĞ͘ ^ŝůŝĐ ŽŶĞͬ&ŝďĞƌ ŐůĂƐƐ
ǆ ŚĂƵƐƚ ^ůĞĞǀ ĞƐ / Z ZĞƉůĂĐ ĞŝĨĚĂŵĂŐĞĚ͘

ǆŚĂƵƐƚĂĐŬĨůŽǁsĂůǀĞ
;/ĨŝŶƐƚĂůůĞĚͿ ϰϰϬϯϯϰ / / / / / / / / / / ^ǇƐƚĞŵƐǁŝƚŚĐŽŵŵŽŶĞǆŚĂƵƐƚŽŶůǇ͘ZĞƉůĂĐĞŝĨĚĂŵĂŐĞŽƌ ĚĞƚĞƌŝŽƌĂƚŝŽŶŝƐŽďƐĞƌǀĞĚ͘

ŶĐů ŽƐ ƵƌĞ WĂ ŶĞ ů ĐŽƵƐ ƚŝ Đ&ŽĂ ŵ / / / Z ZĞ Ɖů Ă ĐĞ ŝ ĨĐƌĂ ĐŬĞ ĚŽƌďƌŝ ƚƚů Ğ͘ &ƵĞů^ƵƉƉůǇ͕ŽŵďƵƐƚŝŽŶĂƚƚĞƌŝĞƐ ŝƌ&ŝůƚƌĂƚŝŽŶ
ϭ
W ŽǁĞƌ ŚĞĂƚ Ğƌ ƐK E͕ ǁĂŝƚ ϱ ŵŝŶƵƚ ĞƐ͘ sĞƌ ŝĨǇ ĂůůŚĞĂƚ Ğƌ ƐĂƌ ĞĂƚ ů ĞĂ Ɛ ƚϭϬǑ;ϭϴǑ&ͿĂ ďŽǀĞĂ ŵďŝ ĞŶƚƚĞŵƉĞƌĂ ƚƵƌĞ͘,ĞĂ ƚĞƌƐ Ă ƌĞ ĞǆƚĞƌŶĂůůǇƉŽǁĞƌĞĚ͘ZĞĨĞƌƚŽĂƉƐƚŽŶĞDŝĐƌŽƚƵƌďŝŶĞ,ŝŐŚ ,Ƶŵŝ Ěŝ ƚǇWĂ ĐŬĂ ŐĞ ƉƉů ŝ ĐĂ ƚŝ ŽŶ'Ƶŝ ĚĞ ;ϰϴϬϬϯϱͿ͘ ^ĞĞ ^ŝƚĞͲ^ƉĞĐŝĨŝĐŝƌ&ŝůƚĞƌZĞƉůĂĐĞŵĞŶƚ/ŶƚĞƌǀĂů
ǀĂůƵĂƚŝŽŶ͘ů Ğ Ă ŶŽƌ
ƌĞƉůĂĐĞƵŶŝƚƐĂƐŶĞĞĚĞĚ͘
WŽǁĞƌŚĞĂĚĂŶĚKƚŚĞƌ
ůĞĐƚƌŽŶŝĐƐĂŶĚĂďůĞƐ
DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŽĨĨƵĞůĨŝůƚĞƌƐĂŶĚǀĂůǀĞƐŵĂǇ ŝŶĚŝĐĂ ƚĞ ĂŶĞŶǀŝƌŽŶŵĞŶƚĂů͕ŝŶƐƚĂůůĂƚŝŽŶ͕ŽƌĨƵĞůƋƵĂůŝƚǇŝƐƐƵĞƚŚĂƚŶĞĞĚ Ɛƚ Ž ďĞĂĚĚƌĞƐƐĞĚ͘

ƐƚĂďůŝƐŚƐŝƚĞͲƐƉĞĐŝĨŝĐĂŝƌĨŝůƚĞƌĂŶĚŚĞĂƚƐŝŶŬĐůĞĂŶŝŶŐŝŶƚĞƌǀ Ăů /ŶƐƉĞĐƚĞǀ Ğƌ Ǉ ϭ ϮŵŽŶƚŚƐ
ϭ
ZĞ Ɖů Ă ĐĞ Ğ ǀĞ ƌǇϮǇĞ Ă ƌƐ
ZĞƉůĂĐĞĞǀ Ğƌ Ǉ ϯ Ǉ ĞĂƌ ƐŽƌ
ϮϬ͕ϬϬϬŚƌƐŽĨŵŝĐƌŽƚƵƌďŝŶĞŽƉĞƌĂƚŝŽŶ;ǁŚŝĐŚĞǀĞƌŽĐĐƵƌƐĨŝƌƐƚͿ ,ŝŐŚ,ƵŵŝĚŝƚǇ ƐǇ ƐƚĞŵƐ͗/ŶƐƉĞĐƚĞǀĞƌǇ ϭϮŵŽŶƚŚƐ͖ZĞƉůĂĐĞŝĨŶĞĐ ĞƐƐĂƌ Ǉ ůůKƚŚĞƌƐ͗/ŶƐƉĞĐƚĞǀĞƌǇϱǇĞĂƌƐ͖ZĞƉůĂĐĞŝĨŶĞĐĞƐƐĂƌǇ >ĞŐĞŶĚ
/ с/ŶƐƉĞĐƚ ZсZĞƉůĂĐĞ
сůĞĂŶ ^ с^ĞĞ ŝŶƐƚƌƵĐƚŝŽŶƐ ŝŶ ƚŚŝƐ ĚŽĐƵŵĞŶƚ

ŶŐŝŶĞ ŝƌ &ŝůƚ Ğƌ ϰ ϰ Ϭ Ϯ ϭ ϯ

ŶŐŝ ŶĞŽŵďƵƐ ƚŽƌ>ŝ ŶĞ ƌ ϰϰϬϯϬϰ͕ϰϰϬϯϯϯ / / Z / / Z ZĞƉů Ă ĐĞŝ ĨĐƌĂ ĐŬŝ ŶŐ ͕ ǁĂůůďƌ ĞĂĐ ŚĞƐŽƌ Žƚ ŚĞƌ ĚĂŵĂŐĞŽďƐĞƌ ǀ ĞĚ͘ h ĂƚƚĞƌǇ;ƵĂůDŽĚĞŽŶůǇͿ ϰϰϬϮϭϮ
Ă ƚƚĞƌǇWĂ ĐŬ;ƵĂ ů DŽĚĞŽŶů ǇͿ ϰϰϬϮϭϲ ZĞĨĞƌƚŽ ĂƚƚĞƌǇdĞĐŚŶŝĐĂůZĞĨĞƌĞŶĐĞ;ϰϭϬϬϰϰͿĨŽƌĞǆƉĞĐƚĞĚů ŝ ĨĞǀƐ ͘ĚƵƚǇ ĐǇĐů Ğ͕Ă ŶĚĂƚƚĞƌǇDĂŝŶƚĞŶĂŶĐĞĨŽƌ ƌ ĞĐŚĂƌ ŐĞŝŶƚĞƌ ǀ ĂůƐ͘ ĂǇ
ůĞĐƚƌŽŶŝĐƐ&ĂŶĂŶĚ
W&ĂŶ Z Z

D /&ŝůƚ Ğƌ Z Z Z Z DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŵĂǇŝŶĚŝĐĂƚĞƐŝƚĞŚĂƌŵŽŶŝĐĚŝƐƚŽƌƚŝŽŶ ůĞǀ ĞůƐƚŚĂƚĞǆ ĐĞĞĚ ĂƉƐƚŽŶĞƐƉĞĐŝĨŝĐĂƚŝŽŶƐ͘
ŵďŝĞŶƚ ůŝŵĂƚĞD ŽĚƵůĞ
ĂŶĚsŝŶǇůdƵďĞ ZZ DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŵĂǇďĞŶĞĐĞƐƐĂƌǇďĂƐĞĚŽŶĂŵďŝĞŶƚĂŝƌ ĐŽŶĚŝƚŝŽŶƐ;ĂŝƌďŽƌŶĞƉĂƌƚŝĐƵůĂƚĞƐͿĂƚƐŝƚĞ͘
WĞƌƐŽŶĂůŝƚǇDŽĚƵůĞƐ
;&ƌĂŵĞĂŶĚ
ŶŐŝŶĞͿ ϰϰϬϭϴϴ Z Z
'D͕> D͕DWŽǁĞƌŽĂƌĚƐĂŶĚ
ĂƉĂĐŝƚŽƌƐ;DŝŶƵĂůDŽĚĞKŶůǇͿ Z /ŶĐůƵĚĞĂŶǇĂƐƐŽĐŝĂƚĞĚĐĂƉĂĐŝƚŽƌďĂŶŬƐ͘

ǆƚĞƌŶĂůůǇĐĐĞƐƐŝďůĞ ĂďůĞƐĂŶĚ
,Ăƌ ŶĞƐƐĞƐ ŚĞĐŬĐŽŶƚĂĐƚƐĂŶĚƐĞĂƚŝŶŐ͘
WŽǁĞƌŚĞĂ Ě ϰϰϬϯϭϲ Z Z
Ǉ ƉĂƐƐsĂůǀ Ğ&ůĞǆ ,ŽƐĞ
ĂŶĚ^ƚĂƚŽƌ,ŽƐĞ ZZ ZĞƉůĂĐĞǁŚĞŶƌĞƉůĂĐŝŶŐƉŽǁĞƌŚĞĂĚ͕ĂŶĚŝĨĐƌĂĐŬŝŶŐŽƌďƌŝƚƚůĞŶĞƐ Ɛ ŽďƐĞƌǀĞĚ
^ƚ Ăƚ Žƌ ZŝŶŐ&ŝƌ ĞǁĂůů^ĞĂů Z Z Z Z ZĞƉůĂĐ ĞĞĂƌ ůŝĞƌ ŝĨĐ ƌ ĂĐ ŬĞĚŽƌ ďƌ ŝ ƚƚů Ğ ^ŝůŝĐŽŶĞͬ&ŝďĞƌ ŐůĂƐƐ
ǆ ŚĂƵƐƚ^ůĞĞǀ ĞƐ Z Z

ǆŚĂƵƐƚĂĐŬĨůŽǁsĂůǀĞ
;/ĨŝŶƐƚ ĂůůĞĚͿ ϰϰϬϯϯϰ / / / / / / / / / / ^ǇƐƚĞŵƐǁŝƚŚĐŽŵŵŽŶĞǆŚĂƵƐƚŽŶůǇ

ŶĐ ůŽƐƵƌ ĞW ĂŶĞů Đ ŽƵƐƚ ŝĐ &ŽĂŵ / Z / Z ZĞƉůĂĐ ĞĞĂƌ ůŝĞƌ ŝĨĐ ƌ ĂĐ ŬĞĚŽƌ ďƌŝƚƚůĞ &ƵĞů^ƵƉƉůǇ͕ŽŵďƵƐƚŝŽŶĂƚƚĞƌŝĞƐ
ZĞƉůĂĐĞĞǀ Ğƌ Ǉ ϮǇ ĞĂƌ Ɛ
ZĞƉůĂĐĞĞǀ Ğƌ Ǉ ϯǇ ĞĂƌ ƐŽƌ
ϮϬ͕ϬϬϬŚƌƐŽĨŵŝĐƌŽƚƵƌďŝŶĞŽƉĞƌĂƚŝŽŶ;ǁŚŝĐŚĞǀĞƌŽĐĐƵƌƐĨŝƌƐƚͿ /ŶƐƉĞĐƚĞǀ Ğƌ Ǉ ϭϮ ŵŽŶƚŚƐ
ϭ
ŝƌ&ŝůƚƌĂƚŝŽŶ
,ŝŐŚ,ƵŵŝĚŝƚǇƐǇƐƚĞŵƐ͗/ŶƐƉĞĐƚĞǀĞƌǇϭϮŵŽŶƚŚƐ͖ZĞƉůĂĐĞŝĨŶĞĐ ĞƐƐĂƌ Ǉ ůůKƚŚĞƌƐ͗/ŶƐƉĞĐƚĞǀĞƌǇϱǇĞĂƌƐ͖ZĞƉůĂĐĞŝĨŶĞĐĞƐƐĂƌǇ ϭ
&ŝůƚĞƌƐŵĂǇƌĞƋƵŝƌĞŵŽƌĞĨƌĞƋƵĞŶƚĂƚƚĞŶƚŝŽŶĚĞƉĞŶĚŝŶŐŽŶĞŶǀŝƌ ŽŶŵĞŶƚ͕ŝŶƐƚĂůůĂƚŝŽŶ͕ĂŶĚͬŽƌĂŝƌͬĨƵĞůƋƵĂůŝƚǇ͘ /ŶƐƉĞĐƚŶĞǁŝŶƐƚĂůůĂƚŝŽŶƐĨƌĞƋƵĞŶƚůǇƚŽĚĞƚĞƌŵŝŶĞďĞƐƚŝŶƐƉĞĐƚŝ ŽŶͬƌĞƉůĂĐĞŵĞŶƚƉĞƌŝŽĚƐĨŽƌĂŝƌĂŶĚĨƵĞůĨŝůƚĞƌƐ͘

ƐƚĂďůŝƐŚƐŝƚĞͲƐƉĞĐŝĨŝĐĂŝƌĨŝůƚĞƌĂŶĚŚĞĂƚƐŝŶŬĐůĞĂŶŝŶŐŝŶƚĞƌǀ Ăů ^ĞĞ ^ŝƚĞͲ^ƉĞĐŝĨŝĐŝƌ&ŝůƚĞƌZĞƉůĂĐĞŵĞŶƚ/ŶƚĞƌǀĂů ǀĂůƵĂƚŝŽŶ͘ů Ğ Ă ŶŽƌ
ƌĞƉůĂĐĞƵŶŝƚƐĂƐŶĞĞĚĞĚ͘
WŽǁĞƌŚĞĂĚĂŶĚKƚŚĞƌ
ůĞĐƚƌŽŶŝĐƐĂŶĚĂďůĞƐ
DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŽĨĨƵĞůĨŝůƚĞƌƐĂŶĚǀĂůǀĞƐŵĂǇŝŶĚŝĐĂ ƚĞĂ Ŷ ĞŶǀ ŝƌ ŽŶŵĞŶƚ Ăů͕ ŝŶƐƚ ĂůůĂƚ ŝŽŶ͕ Žƌ ĨƵĞůƋƵĂůŝƚ Ǉ ŝƐƐƵĞƚ ŚĂƚ ŶĞĞĚƐƚ ŽďĞ ĂĚĚƌĞƐƐĞĚ͘
>ĞŐĞŶĚ
/ с/ŶƐƉĞĐƚ ZсZĞƉůĂĐĞ
сůĞĂŶ ^ с^ĞĞ ŝŶƐƚƌƵĐƚŝŽŶƐŝŶ

ŶŐŝ ŶĞŝ ƌ&ŝ ů ƚĞƌ ϰϰϬϮϭϯ

ŶŐŝ ŶĞŽŵďƵƐ ƚŽƌ>ŝ ŶĞƌ ϰϰϬϯϬϰ͕ϰϰϬϯϯϯ / / Z / / Z ZĞƉů Ă ĐĞŝ ĨĐƌĂ ĐŬŝ ŶŐ ͕ǁĂůůďƌĞĂĐŚĞƐŽƌŽƚŚĞƌĚĂŵĂŐĞŽďƐĞƌǀĞĚ͘ hĂƚƚĞƌǇ;ƵĂůDŽĚĞŽŶůǇͿ ϰϰϬϮϭϮ
Ă ƚƚĞ ƌǇWĂ ĐŬ;ƵĂ ů DŽĚĞŽŶů ǇͿ ϰϰϬϮϭϲ ZĞĨĞƌƚŽ ĂƚƚĞƌǇdĞĐŚŶŝĐĂůZĞĨĞƌĞŶĐĞ;ϰϭϬϬϰϰͿĨŽƌĞǆƉĞĐƚĞĚů ŝ ĨĞǀƐ ͘ĚƵƚǇ ĐǇĐů Ğ͕Ă ŶĚĂƚƚĞƌǇDĂŝŶƚĞŶĂŶĐĞĨŽƌƌĞĐŚĂƌŐĞŝŶƚĞƌǀĂůƐ͘ ĂǇ
ůĞĐƚƌŽŶŝĐƐ&ĂŶĂŶĚ
W&ĂŶ Z Z

D / & ŝ ů ƚ Ğ ƌ Z ZZZ DŽƌĞ ĨƌĞ ƋƵĞ ŶƚƌĞ Ɖů Ă ĐĞ ŵĞ ŶƚŵĂ Ǉŝ ŶĚŝ ĐĂ ƚĞ Ɛ ŝ ƚĞ ŚĂ ƌŵŽŶŝ ĐĚŝ Ɛ ƚŽƌƚŝ ŽŶ ůĞǀ ĞůƐƚ ŚĂƚ Ğǆ Đ ĞĞĚ ĂƉƐƚ ŽŶĞƐƉĞĐ ŝĨŝĐ Ăƚ ŝŽŶƐ͘
ŵďŝĞŶƚ ůŝŵĂƚĞD ŽĚƵůĞ
ĂŶĚsŝŶǇůdƵďĞ ZZ D Žƌ ĞĨƌ ĞƋƵĞŶƚƌ ĞƉůĂĐĞŵĞŶƚŵĂǇ ďĞŶĞĐĞƐƐĂƌ Ǉ ďĂƐĞĚŽŶĂŵďŝĞŶƚĂŝƌ ĐŽŶĚŝ ƚŝ ŽŶƐ ;Ă ŝ ƌďŽƌŶĞƉĂ ƌƚŝ ĐƵů Ă ƚĞƐ ͿĂ ƚƐ ŝ ƚĞ͘ W Ğƌ ƐŽŶĂůŝƚ Ǉ D ŽĚƵůĞƐ
;&ƌĂŵĞĂŶĚ
ŶŐŝŶĞͿ ϰϰϬϭϴϴ Z Z
' D͕> D͕ DWŽǁĞƌŽĂƌĚƐĂŶĚ
ĂƉĂĐŝƚŽƌƐ;DŝŶƵĂůDŽĚĞKŶůǇͿ Z /ŶĐůƵĚĞĂŶǇĂƐƐŽĐŝĂƚĞĚĐĂƉĂĐŝƚŽƌďĂŶŬƐ͘

ǆ ƚ Ğƌ ŶĂůůǇ Đ Đ ĞƐƐŝďůĞ ĂďůĞƐĂŶĚ
,ĂƌŶĞƐƐĞƐ ŚĞĐŬĐŽŶƚĂĐƚƐĂŶĚƐĞĂƚŝŶŐ͘
WŽǁĞ ƌŚĞ Ă Ě ϰϰϬϯϭϲ Z Z
ǇƉĂƐƐsĂůǀĞ&ůĞǆ,ŽƐĞ
ĂŶĚ^ƚĂƚŽƌ,ŽƐĞ ZZ ZĞƉůĂĐĞǁŚĞŶƌĞƉůĂĐŝŶŐƉŽǁĞƌŚĞĂĚ͕ĂŶĚŝĨĐƌĂĐŬŝŶŐŽƌďƌŝƚƚůĞŶĞƐ Ɛ ŽďƐĞƌǀĞĚ
^ƚĂ ƚŽƌZŝ ŶŐ&ŝ ƌĞ ǁĂ ů ů ^Ğ Ă ů Z Z Z Z ZĞ Ɖů Ă ĐĞ Ğ Ă ƌů ŝ Ğ ƌŝ ĨĐƌĂ ĐŬĞ ĚŽƌďƌ ŝƚ ƚ ůĞ ^ŝůŝĐŽŶĞͬ&ŝďĞƌŐůĂƐƐ
ǆŚĂƵƐƚ^ůĞĞǀĞƐ Z Z

ǆŚĂƵƐƚĂĐŬĨůŽǁsĂůǀĞ
;/ĨŝŶƐƚ ĂůůĞĚͿ ϰ ϰ Ϭ ϯ ϯ ϰ //////// / / ^ Ǉ Ɛ ƚ Ğ ŵ Ɛ ǁ ŝ ƚ Ś Đ Ž ŵ ŵ Ž Ŷ Ğ ǆ Ś Ă Ƶ Ɛ ƚ Ž Ŷ ů Ǉ

ŶĐ ůŽƐƵƌ ĞW ĂŶĞů Đ ŽƵƐƚ ŝĐ &ŽĂŵ / Z / Z ZĞƉůĂĐ ĞĞĂƌ ůŝĞƌ ŝĨĐ ƌ ĂĐ ŬĞĚŽƌ ďƌŝƚƚůĞ &ƵĞů^ƵƉƉůǇ͕ŽŵďƵƐƚŝŽŶĂƚƚĞƌŝĞƐ ŝƌ&ŝůƚƌĂƚŝŽŶ
ϭ
&ŝůƚĞƌ ƐŵĂǇ ƌ ĞƋƵŝƌ ĞŵŽƌ ĞĨƌ ĞƋƵĞŶƚĂƚƚĞŶƚŝŽŶĚĞƉĞŶĚŝŶŐŽŶ ĞŶǀŝƌŽŶŵĞŶƚ͕ŝŶƐƚĂůůĂƚŝŽŶ͕ĂŶĚͬŽƌĂŝƌͬĨƵĞůƋƵĂůŝƚǇ͘/ŶƐƉĞĐƚŶĞǁ ŝŶƐƚĂůůĂƚŝŽŶƐĨƌĞƋƵĞŶƚůǇƚŽĚĞƚĞƌŵŝŶĞďĞƐƚ
ŝŶƐƉĞĐƚŝŽŶͬƌ ĞƉůĂĐĞŵĞŶƚƉĞƌ ŝŽĚƐĨŽƌ Ăŝƌ ĂŶĚĨƵĞůĨŝůƚĞƌ Ɛ͘ ^ĞĞ ^ŝƚĞͲ^ƉĞĐŝĨŝĐŝƌ&ŝůƚĞƌZĞƉůĂĐĞŵĞŶƚ/ŶƚĞƌǀĂů
ǀĂůƵĂƚŝŽŶ͘ů Ğ Ă ŶŽƌ
ƌĞƉůĂĐĞƵŶŝƚƐĂƐŶĞĞĚĞĚ͘
WŽǁĞƌŚĞĂĚĂŶĚKƚŚĞƌ
ůĞĐƚƌŽŶŝĐƐĂŶĚĂďůĞƐ
DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŽĨĨƵĞůĨŝůƚĞƌƐĂŶĚǀĂůǀĞƐŵĂǇŝŶĚŝĐĂ ƚĞĂ Ŷ ĞŶǀŝƌŽŶŵĞŶƚĂů͕ŝŶƐƚĂůůĂƚŝŽŶ͕ŽƌĨƵĞůƋƵĂůŝƚǇŝƐƐƵĞƚŚĂƚŶĞĞĚƐƚ ŽďĞ ĂĚĚƌĞƐƐĞĚ͘

ƐƚĂďůŝƐŚƐŝƚĞͲƐƉĞĐŝĨŝĐĂŝƌĨŝůƚĞƌĂŶĚŚĞĂƚƐŝŶŬĐůĞĂŶŝŶŐŝŶƚĞƌǀ Ăů /ŶƐƉĞĐƚĞǀ Ğƌ Ǉ ϭ ϮŵŽŶƚŚƐ
ϭ
ZĞƉůĂĐĞĞǀ Ğƌ Ǉ ϮǇ ĞĂƌ Ɛ
ZĞƉůĂĐĞĞǀ Ğƌ Ǉ ϯ Ǉ ĞĂƌ ƐŽƌ
ϮϬ͕ϬϬ ϬŚƌ ƐŽĨŵŝĐƌ ŽƚƵƌ ďŝŶĞŽƉĞƌ ĂƚŝŽŶ;ǁŚŝĐŚĞǀ Ğƌ ŽĐĐƵƌ ƐĨŝƌ ƐƚͿ ,ŝŐŚ,ƵŵŝĚŝƚ Ǉ ƐǇ Ɛƚ ĞŵƐ͗ /ŶƐƉĞĐ ƚ Ğǀ Ğƌ Ǉ ϭ Ϯ ŵŽŶƚ ŚƐ͖ ZĞƉůĂĐ ĞŝĨŶĞĐĞƐƐĂƌ Ǉ ůůKƚŚĞƌƐ͗/ŶƐƉĞĐƚĞǀĞƌǇϱǇĞĂƌƐ͖ZĞƉůĂĐĞŝĨŶĞĐĞƐƐĂƌǇ >ĞŐĞŶĚ
/ с/ŶƐƉĞĐƚ ZсZĞƉůĂĐĞ
сůĞĂŶ ^ с^ĞĞ ŝŶƐƚƌƵĐƚŝŽŶƐŝŶƚŚŝƐĚŽĐƵŵĞŶƚ

ŶŐŝ ŶĞŝ ƌ&ŝ ů ƚĞ ƌ ϰϰϬϮϭϯ

ů ĞĐƚƌŽŶŝ ĐƐ ŝ ƌ&ŝ ů ƚĞ ƌ ϰϰϬϮϭϯ
/'dĂŶĚ
ůĞĐƚƌŽŶŝĐ,ĞĂƚ^ŝŶŬƐ ϰϰϬϯϰϮ͕ϰϰϬϭϴϱ͕
ϰϰϬϮϱϬ͕ϰϰϬϭϴϲ
ŝƌ ŽŵƉƌ ĞƐƐŽƌ D ĂŝŶ&ŝůƚ Ğƌ
ůĞŵĞŶƚ
ŝ ƌŽŵƉƌĞ Ɛ Ɛ Žƌ^Ă ĨĞ ƚǇ&ŝ ů ƚĞ ƌ
ů Ğ ŵĞ Ŷƚ
ŝ ƌ Ɛ Ɛ ŝ Ɛ ƚ , Ğ Ă ƚ
ǆ Đ Ś Ă Ŷ Ő Ğ ƌ Ɛ ////////////////////s ŝ Ɛ Ƶ Ă ů ů Ǉ ŝ Ŷ Ɛ Ɖ Ğ Đ ƚ ŚĞĂƚĞǆĐŚĂŶŐĞƌĞǆƚĞƌŝŽƌƐƵƌĨĂĐĞƐ͘ůĞĂŶŝĨŶĞĐĞƐƐĂƌǇ͘ ^ ƚ Ă Ő Ğ ϭ Ă Ŷ Ě ^ ƚ Ă Ő Ğ Ϯ ŝ ƌ ƌ Ǉ Ğ ƌ Ɛ ZZZZZZZZZZ ŶƚŝͲŽŶĚĞŶƐĂƚŝŽŶ,ĞĂƚĞƌƐ ,ŝŐŚŚƵŵŝĚŝƚ Ǉ ƐǇ Ɛƚ ĞŵƐŽŶůǇ ͘ & Ƶ Ğ ů ^ Ǉ Ɛ ƚ Ğ ŵ ; > ŝ Ŷ Ğ Ɛ Ă Ŷ Ě & ŝ ƚ ƚ ŝ Ŷ Ő Ɛ Ϳ ^^^^^^^^^^^^^^^^^^^^ ^ Ğ Ğ 'ĂƐĞŽƵƐ&ƵĞů&ŝƚƚŝŶŐƐĂŶĚŽŵƉŽŶĞŶƚƐƐĞĐƚŝŽŶŝŶƚŚŝƐĚŽĐƵŵĞŶƚ͘ &ƵĞ ů ŽŽƐ ƚWƵŵƉ ϰϰϬϯϲϴ Z Z Z Z Z Z Z Z Z Z
ŽŽƐ ƚWƵŵƉ&ƵĞ ů &ŝ ů ƚĞ ƌ ϰϰϬϯϲϳ Z Z Z Z Z Z Z Z Z Z & Ƶ Ğ ů Ž Ŷ ƚ ƌ Ž ů W Ƶ ŵ Ɖ Z Z Z Z
/ŶůŝŶĞ&ƵĞů&ŝůƚ Ğƌ / Z / Z / Z / Z / Z
&ƵĞů^ŚƵƚŽĨĨsĂůǀĞ Z Z
/ŶũĞ ĐƚŽƌƐ Ɛ Ğ ŵďů ŝ Ğ Ɛ ϰϰϬϯϭϳ Z Z Z Z /ŶƐ ƉĞ ĐƚĨŽƌŝ ŶũĞ ĐƚŽƌƚƵďĞ ƐĐŽƌŝŶŐŽƌĐƵƚƚŝŶŐ͕ƌĞƉůĂĐĞŝĨĐƵƚƚŚƌŽƵŐŚ͘ /ŐŶŝ ƚĞ ƌ ϰϰϬϭϵϮ͕ϰϰϬϮϳϵ Z Z Z Z Z Z Z Z Z Z

ŶŐŝ ŶĞ ŽŵďƵƐ ƚŽƌ>ŝ ŶĞ ƌ ϰϰϬϯϬϰ͕ϰϰϬϯϯϯ / / Z / / Z ZĞƉů Ă ĐĞŝ ĨĐƌĂ ĐŬŝ ŶŐ ͕ǁĂůůďƌ ĞĂĐŚĞƐŽƌ ŽƚŚĞƌ ĚĂŵĂŐĞŽďƐĞƌ ǀ ĞĚ͘ hĂ ƚƚĞƌǇ;ƵĂ ů DŽĚĞ ŽŶů ǇͿ ϰϰϬϮϭϮ
Ă ƚƚĞƌǇWĂ ĐŬ;ƵĂ ů DŽĚĞ ŽŶů ǇͿ ϰϰϬϮϭϲ ZĞĨĞƌƚŽ ĂƚƚĞƌǇdĞĐŚŶŝĐĂůZĞĨĞƌĞŶĐĞ;ϰϭϬϬϰϰͿĨŽƌĞ ǆƉĞ ĐƚĞ Ěů ŝ ĨĞǀƐ ͘ĚƵƚǇ ĐǇĐů Ğ͕Ă ŶĚĂƚƚĞƌǇDĂŝŶƚĞŶĂŶĐĞĨŽƌƌĞ ĐŚĂ ƌŐĞ ŝ ŶƚĞ ƌǀĂ ů Ɛ ͘ ĂǇ
ůĞĐƚƌŽŶŝĐƐ&ĂŶĂŶĚ
W&ĂŶ Z Z

D /&ŝůƚ Ğƌ Z Z Z Z DŽƌĞĨƌĞƋƵĞ ŶƚƌĞ Ɖů Ă ĐĞ ŵĞ ŶƚŵĂ Ǉŝ ŶĚŝ ĐĂ ƚĞƐ ŝ ƚĞ ŚĂ ƌŵŽŶŝ ĐĚŝ Ɛ ƚŽƌƚŝ ŽŶ ůĞǀ ĞůƐƚ ŚĂƚ Ğǆ Đ ĞĞĚ ĂƉƐƚ ŽŶĞƐƉĞĐ ŝĨŝĐ Ăƚ ŝŽŶƐ͘
ŵďŝĞŶƚ ůŝŵĂƚ ĞD ŽĚƵůĞ
ĂŶĚsŝŶǇůdƵďĞ ZZ DŽƌĞ ĨƌĞ ƋƵĞ ŶƚƌĞ Ɖů Ă ĐĞ ŵĞ ŶƚŵĂ ǇďĞ ŶĞ ĐĞ Ɛ Ɛ Ă ƌǇďĂ Ɛ Ğ ĚŽŶĂ ŵďŝ Ğ ŶƚĂ ŝ ƌ Đ ŽŶĚŝƚ ŝŽŶƐ;Ăŝƌ ďŽƌ ŶĞƉĂƌ ƚ ŝĐ ƵůĂƚ ĞƐͿĂƚ Ɛŝƚ Ğ͘
W Ğƌ ƐŽŶĂůŝƚ Ǉ D ŽĚƵůĞƐ
;&ƌĂŵĞĂŶĚ
ŶŐŝŶĞͿ ϰϰϬϭϴϴ Z Z
'D͕>D͕DWŽǁĞ ƌŽĂ ƌĚƐ Ă ŶĚ
ĂƉĂĐŝƚŽƌƐ;DŝŶƵĂůDŽĚĞKŶůǇͿ Z /ŶĐůƵĚĞĂŶǇĂƐƐŽĐŝĂƚĞĚĐĂƉĂĐŝƚŽƌďĂŶŬƐ͘

ǆƚĞƌŶĂůůǇĐĐĞƐƐŝďůĞĂďůĞƐĂŶĚ
,Ăƌ ŶĞƐƐĞƐ ŚĞĐŬĐŽŶƚĂĐƚƐĂŶĚƐĞĂƚŝŶŐ͘
WŽǁĞ ƌŚĞ Ă Ě ϰϰϬϯϭϲ Z Z
Ǉ ƉĂƐƐsĂůǀ Ğ&ůĞǆ ,ŽƐĞ
ĂŶĚ^ƚĂƚŽƌ,ŽƐĞ Z Z ZĞƉůĂĐĞǁŚĞŶƌ ĞƉůĂĐŝŶŐƉŽǁĞƌ ŚĞĂĚ͕ĂŶĚŝĨĐƌ ĂĐŬŝŶŐŽƌ ďƌ ŝƚƚůĞŶĞƐ ƐŝƐ ŽďƐĞƌǀĞĚ͘
^ƚ Ăƚ Žƌ ZŝŶŐ&ŝƌ ĞǁĂůů^ĞĂů / Z ZĞƉůĂĐ ĞŝĨĐ ƌ ĂĐ ŬĞĚŽƌ ďƌ ŝƚ ƚ ůĞ͘ ^ŝůŝĐ ŽŶĞͬ&ŝďĞƌ ŐůĂƐƐ
ǆ ŚĂƵƐƚ ^ůĞĞǀ ĞƐ / Z ZĞƉůĂĐ ĞŝĨĚĂŵĂŐĞĚ͘

ǆŚĂ ƵƐ ƚĂ ĐŬĨůŽǁsĂ ů ǀĞ
;/ĨŝŶƐƚ ĂůůĞĚͿ ϰϰϬϯϯϰ / / / / / / / / / / ^ǇƐƚĞŵƐǁŝƚŚĐŽŵŵŽŶĞǆŚĂƵƐƚŽŶůǇ͘ZĞƉůĂĐĞŝĨĚĂŵĂŐĞŽƌ ĚĞƚĞƌŝŽƌĂƚŝŽŶŝƐŽďƐĞƌǀĞĚ͘

ŶĐ ůŽƐƵƌ ĞW ĂŶĞůĐ ŽƵƐƚ ŝĐ &ŽĂŵ / / / Z ZĞƉůĂĐ ĞŝĨĐ ƌ ĂĐ ŬĞĚŽƌ ďƌ ŝƚ ƚ ůĞ͘ ^ĞĞ ^ŝƚĞͲ^ƉĞĐŝĨŝĐŝƌ&ŝůƚĞƌZĞƉůĂĐĞŵĞŶƚ/ŶƚĞƌǀĂů
ǀĂůƵĂƚŝŽŶ͘ů Ğ Ă ŶŽƌ
ƌĞƉůĂĐĞƵŶŝƚƐĂƐŶĞĞĚĞĚ͘
ϭ
W ŽǁĞƌ ŚĞĂƚ Ğƌ ƐK E͕ ǁĂŝƚ ϱ ŵŝŶƵƚ ĞƐ͘ sĞƌ ŝĨǇ ĂůůŚĞĂƚ Ğƌ ƐĂƌ ĞĂƚ ůĞĂƐ ƚϭϬǑ;ϭϴǑ&ͿĂ ďŽǀĞĂ ŵďŝ ĞŶƚƚĞŵƉĞƌĂ ƚƵƌĞ͘,Ğ Ă ƚĞ ƌƐ Ăƌ ĞĞǆ ƚĞƌ ŶĂůůǇ ƉŽǁĞƌ ĞĚ͘ ZĞĨĞƌ ƚŽ ĂƉƐƚŽŶĞD ŝĐ ƌ ŽƚƵƌ ďŝŶĞ,ŝŐŚ,Ƶŵ ŝ Ěŝ ƚǇWĂ ĐŬĂ ŐĞƉƉů ŝ ĐĂ ƚŝ ŽŶ'Ƶŝ ĚĞ;ϰϴϬϬϯϱͿ͘ &ƵĞů^ƵƉƉůǇ͕ŽŵďƵƐƚŝŽŶĂƚƚĞƌŝĞƐ
ZĞƉůĂĐ ĞĞǀ Ğƌ Ǉ Ϯ Ǉ ĞĂƌ Ɛ
ZĞƉůĂĐ ĞĞǀ Ğƌ Ǉ ϯ Ǉ ĞĂƌ ƐŽƌ
ϮϬ͕ϬϬϬŚƌƐ ŽĨŵŝ ĐƌŽƚƵƌďŝ ŶĞ ŽƉĞ ƌĂ ƚŝ ŽŶ;ǁŚŝ ĐŚĞ ǀĞƌŽĐĐƵƌƐ Ĩŝ ƌƐ ƚͿ WŽǁĞƌŚĞĂĚĂŶĚKƚŚĞƌ

Ɛƚ ĂďůŝƐŚƐŝƚ ĞͲƐƉĞĐ ŝĨŝĐ Ăŝƌ Ĩŝůƚ Ğƌ ĂŶĚŚĞĂƚ ƐŝŶŬĐ ůĞĂŶŝŶŐŝŶƚ Ğƌ ǀ Ăů

ůĞĐƚƌŽŶŝĐƐĂŶĚĂďůĞƐ
D Žƌ ĞĨƌ ĞƋƵĞŶƚ ƌ ĞƉůĂĐ ĞŵĞŶƚ ŽĨĨƵĞůĨŝůƚ Ğƌ ƐĂŶĚǀ Ăůǀ ĞƐŵĂǇ ŝŶĚŝĐ Ă ƚĞĂ Ŷ ĞŶǀ ŝƌ ŽŶŵĞŶƚ Ăů͕ ŝŶƐƚ ĂůůĂƚ ŝŽŶ͕ Žƌ ĨƵĞůƋƵĂůŝƚ Ǉ ŝƐƐƵĞƚ ŚĂƚ ŶĞĞĚƐƚ ŽďĞ ĂĚĚƌ ĞƐƐĞĚ͘
/ŶƐƉĞĐƚĞǀ Ğƌ Ǉ ϭϮŵŽŶƚŚƐ
ϭ
ŝƌ&ŝůƚƌĂƚŝŽŶ
,ŝŐŚ,ƵŵŝĚŝƚǇ ƐǇ ƐƚĞŵƐ͗/ŶƐƉĞĐƚĞǀ Ğƌ Ǉ ϭϮŵŽŶƚŚƐ͖ ZĞƉůĂĐĞŝĨŶĞĐ ĞƐƐĂƌ Ǉ ů ů KƚŚĞ ƌƐ ͗/ ŶƐ ƉĞ ĐƚĞ ǀĞ ƌǇϱǇĞ Ă ƌƐ ͖ZĞ Ɖů Ă ĐĞ ŝ ĨŶĞ ĐĞ Ɛ Ɛ Ă ƌǇ >ĞŐĞŶĚ
/ с/ŶƐƉĞĐƚ ZсZĞƉůĂĐĞ
сůĞĂŶ ^ с^ĞĞ ŝŶƐƚƌƵĐƚŝŽŶƐŝŶ

ŶŐŝ ŶĞŝ ƌ&ŝ ů ƚĞƌ ϰϰϬϮϭϯ

ů Ğ ĐƚƌŽŶŝ ĐƐ ŝ ƌ&ŝ ů ƚĞƌ ϰϰϬϮϭϯ
/'dĂŶĚ
ůĞĐƚƌŽŶŝĐ,ĞĂƚ^ŝŶŬƐ ϰϰϬϯϰϮ͕ϰϰϬϭϴϱ͕
ϰϰϬϮϱϬ͕ϰϰϬϭϴϲ
ŝ ƌŽŵƉƌĞ Ɛ Ɛ ŽƌDĂ ŝ Ŷ&ŝ ů ƚĞƌ
ů Ğ ŵĞ Ŷƚ
ŝ ƌŽŵƉƌĞ Ɛ Ɛ Žƌ^Ă ĨĞ ƚǇ&ŝ ů ƚĞ ƌ
ů Ğ ŵĞ Ŷƚ
ŝ ƌ Ɛ Ɛ ŝ Ɛ ƚ , Ğ Ă ƚ
ǆ Đ Ś Ă Ŷ Ő Ğ ƌ Ɛ ////////////////////s ŝ Ɛ Ƶ Ă ů ů Ǉ ŝ Ŷ Ɛ Ɖ Ğ Đ ƚ ŚĞĂƚĞǆĐŚĂŶŐĞƌĞǆƚĞƌŝŽƌƐƵƌĨĂĐĞƐ͘ůĞĂŶŝĨŶĞĐĞƐƐĂƌǇ͘ ^ ƚ Ă Ő Ğ ϭ Ă Ŷ Ě ^ ƚ Ă Ő Ğ Ϯ ŝ ƌ ƌ Ǉ Ğ ƌ Ɛ ZZZZZZZZZZ ŶƚŝͲŽŶĚĞŶƐĂƚŝŽŶ,ĞĂƚĞƌƐ ,ŝŐŚŚƵŵŝĚŝƚ Ǉ ƐǇ Ɛƚ ĞŵƐŽŶůǇ ͘ & Ƶ Ğ ů ^ Ǉ Ɛ ƚ Ğ ŵ ; > ŝ Ŷ Ğ Ɛ Ă Ŷ Ě & ŝ ƚ ƚ ŝ Ŷ Ő Ɛ Ϳ ^^^^^^^^^^^^^^^^^^^^ ^ Ğ Ğ 'ĂƐĞŽƵƐ&ƵĞů&ŝƚƚŝŶŐƐĂŶĚŽŵƉŽŶĞŶƚƐƐ ĞĐƚŝ ŽŶŝ ŶƚŚŝ Ɛ ĚŽĐƵŵĞŶƚ͘ & Ƶ Ğ ů Ž Ž Ɛ ƚ W Ƶ ŵ Ɖϰ ϰ Ϭ ϯ ϲ ϴ ZZZZZZZZZZ
Ž Ž Ɛ ƚ W Ƶ ŵ Ɖ & Ƶ Ğ ů & ŝ ů ƚ Ğ ƌ ϰ ϰ Ϭ ϯ ϲ ϳ ZZZZZZZZZZ &ƵĞů ŽŶƚƌŽůWƵŵƉ Z Z Z Z
/ Ŷ ů ŝ Ŷ Ğ & Ƶ Ğ ů & ŝ ů ƚ Ğ ƌ / Z/ Z/ Z/ Z/ Z
&ƵĞů^ŚƵƚŽĨĨsĂůǀĞ Z Z
/ŶũĞ ĐƚŽƌƐ Ɛ Ğ ŵďů ŝ ĞƐ ϰϰϬϯϭϳ Z Z Z Z /ŶƐ ƉĞĐƚĨŽƌŝ ŶũĞ ĐƚŽƌƚƵďĞ ƐĐŽƌŝŶŐŽƌĐƵƚƚŝŶŐ͕ƌĞƉůĂĐĞŝĨĐƵƚƚŚƌŽƵŐŚ͘ /ŐŶŝ ƚĞƌ ϰϰϬϭϵϮ͕ϰϰϬϮϳϵ ZZZZZZZZZZ

ŶŐŝ ŶĞ ŽŵďƵƐ ƚŽƌ>ŝ ŶĞƌ ϰϰϬϯϬϰ͕ϰϰϬϯϯϯ / / Z / / Z ZĞƉů Ă ĐĞ ŝ ĨĐƌĂ ĐŬŝ ŶŐ ͕ǁĂůůďƌĞĂĐŚĞƐŽƌŽƚŚĞƌĚĂŵĂŐĞŽďƐĞƌǀĞĚ͘ hĂ ƚƚĞƌǇ;ƵĂ ů DŽĚĞ ŽŶů ǇͿ ϰϰϬϮϭϮ
Ă ƚƚĞƌǇWĂ ĐŬ;ƵĂ ů DŽĚĞ ŽŶů ǇͿ ϰϰϬϮϭϲ ZĞĨĞƌƚŽ ĂƚƚĞƌǇdĞĐŚŶŝĐĂůZĞĨĞƌĞŶĐĞ;ϰϭϬϬϰϰͿĨŽƌĞǆƉĞĐƚĞĚů ŝ ĨĞ ǀƐ ͘ĚƵƚǇ ĐǇ ĐůĞ͕ĂŶĚ ĂƚƚĞƌǇDĂŝŶƚĞŶĂŶĐĞĨŽƌƌĞ ĐŚĂ ƌŐĞ ŝ ŶƚĞ ƌǀĂ ů Ɛ ͘ Ă Ǉ
ůĞĐƚƌŽŶŝĐƐ &Ă ŶĂ ŶĚ
W&Ă Ŷ Z Z

D / & ŝ ů ƚ Ğ ƌ Z ZZZ DŽƌĞ ĨƌĞ ƋƵĞ ŶƚƌĞ Ɖů Ă ĐĞ ŵĞŶƚŵĂ Ǉŝ ŶĚŝ ĐĂ ƚĞ Ɛ ŝ ƚĞŚĂ ƌŵŽŶŝ ĐĚŝ Ɛ ƚŽƌƚŝ ŽŶ ůĞǀ ĞůƐƚ ŚĂƚ Ğǆ Đ ĞĞĚ ĂƉƐƚ ŽŶĞƐƉĞĐ ŝĨŝĐ Ăƚ ŝŽŶƐ͘
ŵďŝĞŶƚ ůŝŵĂƚĞDŽĚƵůĞ
ĂŶĚsŝŶǇůdƵďĞ ZZ D Žƌ ĞĨƌ ĞƋƵĞŶƚƌ ĞƉůĂĐĞŵĞŶƚŵĂǇ ďĞŶĞĐ ĞƐƐĂƌ Ǉ ďĂƐĞĚŽŶĂŵďŝĞŶƚĂŝƌ ĐŽŶĚŝƚŝŽŶƐ;ĂŝƌďŽƌŶĞƉĂƌƚŝĐƵůĂƚĞƐͿĂƚƐŝƚĞ͘
W Ğƌ ƐŽŶĂůŝƚ Ǉ D ŽĚƵůĞƐ
;&ƌĂŵĞĂŶĚ
ŶŐŝŶĞͿ ϰϰϬϭϴϴ Z Z
'D͕>D͕DWŽǁĞ ƌŽĂ ƌĚƐ Ă ŶĚ
ĂƉĂĐŝƚŽƌƐ; DŝŶƵĂůDŽĚĞKŶůǇ Ϳ Z /ŶĐůƵĚĞĂŶǇĂƐƐŽĐŝĂƚĞĚĐĂƉĂĐŝƚŽƌďĂŶŬƐ͘

ǆ ƚĞƌ ŶĂůůǇ Đ ĐĞƐƐŝďůĞ ĂďůĞƐĂŶĚ
,ĂƌŶĞƐƐĞƐ ŚĞĐŬĐŽŶƚĂĐƚƐĂŶĚƐĞĂƚŝŶŐ͘
WŽǁĞ ƌŚĞ Ă Ě ϰϰϬϯϭϲ Z Z
Ǉ ƉĂƐƐs Ăůǀ Ğ&ůĞǆ ,ŽƐĞ
ĂŶĚ^ƚĂƚŽƌ,ŽƐĞ Z Z ZĞƉůĂĐĞǁŚĞŶƌĞƉůĂĐŝŶŐƉŽǁĞƌŚĞĂĚ͕ĂŶĚŝĨĐƌĂĐŬŝŶŐŽƌďƌŝƚƚůĞŶĞƐ ƐŝƐ ŽďƐĞƌǀĞĚ͘
^ƚ Ăƚ Žƌ ZŝŶŐ&ŝƌ ĞǁĂůů^ĞĂů / Z ZĞƉůĂĐ ĞŝĨĐ ƌ ĂĐ ŬĞĚŽƌ ďƌ ŝƚ ƚ ůĞ͘ ^ŝůŝĐ ŽŶĞͬ&ŝďĞƌ ŐůĂƐƐ
ǆ ŚĂƵƐƚ ^ůĞĞǀ ĞƐ / Z ZĞƉůĂĐ ĞŝĨĚĂŵĂŐĞĚ͘

ǆŚĂƵƐƚĂĐŬĨůŽǁsĂůǀĞ
;/ĨŝŶƐƚ ĂůůĞĚͿ ϰ ϰ Ϭ ϯ ϯ ϰ //////// / / ^Ǉ ƐƚĞŵƐǁŝƚŚĐ ŽŵŵŽŶĞǆ ŚĂƵƐƚŽŶůǇ ͘ ZĞƉůĂĐ ĞŝĨĚĂŵĂŐĞŽƌ ĚĞƚĞƌŝŽƌĂƚŝŽŶŝƐŽďƐĞƌǀĞĚ͘

ŶĐůŽƐƵƌĞWĂŶĞůĐŽƵƐƚŝĐ&ŽĂŵ / / / Z ZĞƉůĂĐĞŝĨĐƌĂĐŬĞĚŽƌďƌŝƚƚůĞ͘ /ŶƐƉĞĐƚĞǀ Ğƌ Ǉ ϭ ϮŵŽŶƚŚƐ
ϭ
ZĞƉůĂĐĞĞǀ Ğƌ Ǉ Ϯ Ǉ ĞĂƌ Ɛ
ZĞƉůĂĐĞĞǀ Ğƌ Ǉ ϯ Ǉ ĞĂƌ ƐŽƌ
Ϯ Ϭ ͕ Ϭ Ϭ Ϭ Śƌ ƐŽĨŵŝĐ ƌ Žƚ Ƶƌ ďŝŶĞŽƉĞƌ Ăƚ ŝŽŶ;ǁŚŝĐ ŚĞǀ Ğƌ ŽĐ Đ Ƶƌ ƐĨŝƌ Ɛƚ Ϳ ,ŝŐŚ,ƵŵŝĚŝƚ Ǉ ƐǇ Ɛƚ ĞŵƐ͗ /ŶƐƉĞĐ ƚ Ğǀ Ğƌ Ǉ ϭ Ϯ ŵŽŶƚ ŚƐ͖ ZĞƉůĂĐ ĞŝĨŶĞĐĞƐƐĂƌǇ ůůKƚŚĞƌƐ͗/ŶƐƉĞĐƚĞǀĞƌǇϱǇĞĂƌƐ͖ZĞƉůĂĐĞŝĨŶĞĐĞƐƐĂƌǇ ^ĞĞ ^ŝƚĞͲ^ƉĞĐŝĨŝĐŝƌ&ŝůƚĞƌZĞƉůĂĐĞŵĞŶƚ/ŶƚĞƌǀĂů
ǀĂůƵĂƚŝŽŶ͘ů Ğ Ă ŶŽƌ
ƌĞƉůĂĐĞƵŶŝƚƐĂƐŶĞĞĚĞĚ͘
ϭ
WŽǁĞƌŚĞĂƚĞƌƐKE͕ǁĂŝƚϱŵŝŶƵƚĞƐ͘sĞƌŝĨǇĂůůŚĞĂƚĞƌƐĂƌĞĂƚ ůĞĂƐƚϭϬǑ;ϭϴǑ&ͿĂďŽǀĞĂŵďŝĞŶƚƚĞŵƉĞƌĂƚƵƌĞ͘,ĞĂƚĞƌƐĂƌĞ ĞǆƚĞƌŶĂůůǇƉŽǁĞƌĞĚ͘ZĞĨĞƌƚŽĂƉƐƚŽŶĞDŝĐƌŽƚƵƌďŝŶĞ,ŝŐŚ ,Ƶŵŝ Ěŝ ƚǇWĂ ĐŬĂ ŐĞƉƉů ŝ ĐĂ ƚŝ ŽŶ'Ƶŝ ĚĞ;ϰϴϬϬϯϱͿ͘
&ƵĞů^ƵƉƉůǇ͕ŽŵďƵƐƚŝŽŶĂƚƚĞƌŝĞƐWŽǁĞƌŚĞĂĚĂŶĚKƚŚĞƌ
ůĞĐƚƌŽŶŝĐƐĂŶĚĂďůĞƐ
DŽƌĞĨƌĞƋƵĞŶƚƌĞƉůĂĐĞŵĞŶƚŽĨĨƵĞůĨŝůƚĞƌƐĂŶĚǀĂůǀĞƐŵĂǇŝŶĚŝĐĂ ƚĞĂ Ŷ ĞŶǀ ŝƌ ŽŶŵĞŶƚ Ăů͕ ŝŶƐƚ ĂůůĂƚ ŝŽŶ͕ Žƌ ĨƵĞůƋƵĂůŝƚ Ǉ ŝƐƐƵĞƚŚĂƚ ŶĞĞĚƐƚ ŽďĞ ĂĚĚƌ ĞƐƐĞĚ͘
ŝƌ&ŝůƚƌĂƚŝŽŶ

ƐƚĂďůŝƐŚƐŝƚĞͲƐƉĞĐŝĨŝĐĂŝƌĨŝůƚĞƌĂŶĚŚĞĂƚƐŝŶŬĐůĞĂŶŝŶŐŝŶƚĞƌǀ Ăů >ĞŐĞŶĚ
/ с/ŶƐƉĞĐƚ ZсZĞƉůĂĐĞ
сůĞĂŶ ^ с^ĞĞ ŝŶƐƚƌƵĐƚŝŽŶƐ ŝŶ ƚŚŝƐ ĚŽĐƵŵĞŶƚ

ŶŐŝ ŶĞŝ ƌ&ŝ ů ƚĞƌ ϰϰϬϮϭϯ

ů ĞĐƚƌŽŶŝ ĐƐ ŝ ƌ&ŝ ů ƚĞƌ ϰϰϬϮϭϯ
/'dĂŶĚ
ůĞĐƚƌŽŶŝĐ,ĞĂƚ^ŝŶŬƐ
ϰϰϬϯϰϮ͕
ϰϰϬϭϴϱ͕
ϰϰϬϮϱϬ͕
ϰϰϬϭϴϲ
Ŷƚŝ ͲŽŶĚĞŶƐ Ă ƚŝ ŽŶ,ĞĂ ƚĞƌƐ
;,ŝŐŚŚƵŵŝĚŝƚǇ ƐǇ ƐƚĞŵƐŽŶůǇ Ϳ
W ŽǁĞƌ ŚĞĂƚ Ğƌ ƐK E͕ ǁĂŝƚ ϱ ŵŝŶƵƚ ĞƐ͘ sĞƌ ŝĨǇ ĂůůŚĞĂƚ Ğƌ ƐĂƌ ĞĂƚůĞĂƐ ƚϭϬǑ ;ϭϴǑ &ͿĂďŽǀ ĞĂŵďŝĞŶƚƚĞŵƉĞƌ ĂƚƵƌ Ğ͘,ĞĂƚĞƌ ƐĂƌ ĞĞǆ ƚĞƌ ŶĂůůǇ ƉŽǁĞƌ Ğ Ě͘ ZĞĨĞƌƚŽ ĂƉƐƚŽŶĞDŝĐƌŽƚƵƌďŝŶĞ,ŝŐŚ,ƵŵŝĚŝƚǇWĂĐŬĂŐĞƉƉůŝĐĂƚŝŽŶ'ƵŝĚĞ ;ϰϴϬϬϯϱͿ͘
W ƌ ĞƐƐƵƌ ŝǌĂƚŝŽŶůŽǁĞƌ ŝƌ &ŝůƚ Ğƌ / ^ƚĂƌƚǁŝƚŚďŽƚŚĨĂŶƐĂŶĚǀ ĞƌŝĨǇ ŽƉĞƌĂƚŝŽŶĂůǁŝƚŚŶŽƌĂƚƚůŝŶŐ 'Ă Ɛ ĞƚĞĐƚŽƌ ϰϴϬϬϭϬ
DĂ ŐŶĞ ŚĞ ů ŝ ĐWƌĞ Ɛ Ɛ ƵƌĞ'Ă ƵŐĞ ϰϴϬϬϭϬ

ŶĐůŽƐ ƵƌĞ
ZĞĐŽƌĚĞŶĐůŽƐƵƌĞƉƌĞƐƐƵƌĞǁŝƚŚŵŝĐƌŽƚƵƌďŝŶĞŽĨĨĂŶĚĐŽŵƉĂƌĞǁŝƚ Ś Ɖƌ ĞƐƐƵƌ ĞĂƚ ƚ ŝŵĞŽĨĐ ŽŵŵŝƐƐŝŽŶŝŶŐ͘ /ĨĚŝĨĨĞƌ ĞŶĐ ĞĞǆ Đ ĞĞĚƐϮ Ϭ йŝŶ ƐƉĞĐ ƚ ĚŽŽƌŐĂƐŬĞƚƐĂŶĚŝŶůĞƚͬŽƵƚůĞƚĚƵĐƚŝŶŐ͘
>ĞĂŬĐŚĞĐŬĞǀĞƌǇϭϮŵŽŶƚŚƐ
ŝƌ&ŝůƚƌĂƚŝŽŶĂŶĚ
ŶĐůŽƐƵƌĞ
^ĞĞ ^ŝƚĞͲ^ƉĞĐŝĨŝĐŝƌ&ŝůƚĞƌZĞƉůĂĐĞŵĞŶƚ/ŶƚĞƌǀĂů
ǀĂůƵĂƚŝŽŶ͘ů Ğ Ă ŶŽƌ
ƌĞƉůĂĐĞƵŶŝƚƐĂƐŶĞĞĚĞĚ͘
Ɛƚ ĂďůŝƐŚƐŝƚ ĞͲƐƉĞĐ ŝĨŝĐ Ăŝƌ Ĩŝůƚ Ğƌ ĂŶĚŚĞĂƚ ƐŝŶŬĐ ůĞĂŶŝŶŐŝŶƚĞƌ ǀ Ăů /ŶƐƉĞĐ ƚĞǀ Ğƌ Ǉ ϭϮŵŽŶƚŚƐ
/ŶƐƉĞĐƚďůĂĚĞƐĞǀ ĞƌǇ ϭϮŵŽŶƚŚƐ͖ƐƚĂƌƚǁŝƚŚďŽƚŚĨĂŶƐ
ĂŶĚǀ Ğƌ ŝĨǇ ŽƉĞƌ Ăƚ ŝŽŶĂůǁŝƚ ŚŶŽƌ Ăƚ ƚ ůŝŶŐ
Ă ů ŝ ďƌĂ ƚĞ Ğ ǀĞ ƌǇϲŵŽ Ŷ ƚŚ Ɛ
Ă ů ŝ ďƌĂ ƚĞ Ğ ǀĞ ƌǇϭϮŵŽŶƚŚƐ
>ĞŐĞŶĚ
/ с/ŶƐƉĞĐƚ ZсZĞƉůĂĐĞ
сůĞĂŶ ^ с^ĞĞ ŝŶƐƚƌƵĐƚŝŽŶƐŝŶ ƚŚŝƐĚŽĐƵŵĞŶƚ

ŶŐŝ ŶĞŝ ƌ&ŝ ů ƚĞƌ ϰϰϬϮϭϯ

ů ĞĐƚƌŽŶŝ ĐƐ ŝ ƌ&ŝ ů ƚĞƌ ϰϰϬϮϭϯ
/'dĂŶĚ
ůĞĐƚƌŽŶŝĐ,ĞĂƚ^ŝŶŬƐ
ϰϰϬϯϰϮ͕
ϰϰϬϭϴϱ͕
ϰϰϬϮϱϬ͕
ϰϰϬϭϴϲ
ŶƚŝͲŽŶĚĞŶƐĂƚŝŽŶ,ĞĂƚĞƌƐ
;,ŝŐŚŚƵŵŝĚŝƚ Ǉ ƐǇ Ɛƚ ĞŵƐŽŶůǇ Ϳ
WŽǁĞ ƌŚĞ Ă ƚĞ ƌƐ KE͕ǁĂ ŝ ƚϱŵŝ ŶƵƚĞ Ɛ ͘sĞ ƌŝ ĨǇĂ ů ů ŚĞ Ă ƚĞ ƌƐ Ă ƌĞ Ă ƚů Ğ ĂƐ ƚϭϬǑ ;ϭϴǑ&ͿĂ ďŽǀĞ Ă ŵďŝ Ğ ŶƚƚĞ ŵƉĞƌĂ ƚƵƌĞ͘,ĞĂ ƚĞ ƌƐ Ă ƌĞĞǆƚĞƌŶĂ ů ů ǇƉŽǁĞ ƌĞĚ͘ ZĞĨĞƌƚŽ ĂƉƐƚŽŶĞDŝĐƌŽƚƵƌďŝŶĞ,ŝŐŚ,ƵŵŝĚŝƚǇWĂĐŬĂŐĞƉƉůŝĐĂƚŝŽŶ'ƵŝĚĞ ;ϰϴϬϬϯϱͿ͘
WƌĞ Ɛ Ɛ Ƶƌŝ ǌĂ ƚŝ ŽŶů ŽǁĞ ƌŝ ƌ&ŝ ů ƚĞ ƌ / ^ƚĂƌƚǁŝƚŚďŽƚŚĨĂŶƐĂŶĚǀ ĞƌŝĨǇ ŽƉĞƌĂƚŝŽŶĂůǁŝƚŚŶŽƌĂƚƚůŝŶŐ 'Ă Ɛ ĞƚĞĐƚŽƌ ϰϴϬϬϭϬ
DĂ ŐŶĞ ŚĞ ů ŝ ĐWƌĞ Ɛ Ɛ ƵƌĞ'Ă ƵŐĞ ϰϴϬϬϭϬ

ŶĐůŽƐ ƵƌĞ
ZĞ ĐŽƌĚĞ ŶĐů ŽƐ ƵƌĞ ƉƌĞ Ɛ Ɛ ƵƌĞ ǁŝ ƚŚŵŝ ĐƌŽƚƵƌďŝ ŶĞ ŽĨĨĂ ŶĚĐŽŵƉĂ ƌĞ ǁŝ ƚŚ Ɖƌ ĞƐƐƵƌ ĞĂƚ ƚ ŝŵĞŽĨĐ ŽŵŵŝƐƐŝŽŶŝŶŐ͘ /ĨĚŝĨĨĞƌ ĞŶĐ ĞĞǆ Đ ĞĞĚƐϮ Ϭ йŝŶ ƐƉĞĐ ƚ ĚŽŽƌŐĂƐŬĞƚƐĂŶĚŝŶůĞƚͬŽƵƚůĞƚĚƵĐƚŝŶŐ͘
>ĞĂŬĐŚĞĐŬĞǀ ĞƌǇ ϭϮŵŽŶƚŚƐ
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COUNCIL COMMUNICATION
CC #:
2595
File #:
0900-02 & 0900-03
Title:

Utility Exploration Center Exhibit Fabrication and Installation Project – Award of Design-Assist Construction Agreement
Contact:

Rana Moore 916-774-5581 [email protected]

Meeting Date: 3/15/2023
Item #: 6.5.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council:

1. Award a Design-Assist Construction Agreement for the UEC Exhibit Fabrication and Installation project with Moey Inc. in the amount of $1,391,980; and

2. Adopt a resolution authorizing the City Manager to execute the Design-Assist Construction agreement for the project and provide change order authority of 10% of the contract amount.

BACKGROUND
The Utility Exploration Center (UEC) is an environmental learning center operated by the City of Roseville’s utilities. The exhibits have not had a major overhaul since the UEC opened in 2008.

Since opening, the UEC has served over 600,000 program participants through facilitated school tours, visitor center permanent and changing exhibits, special events, green living workshops, and outreach programs.

Roseville Electric Utility purchased a four-story, 56,248 square foot building at 116 S. Grant Street in January 2020. Development of the building has enabled the utility to provide a one-stop shop for all customer service needs, and is planned to include utility demonstration exhibits that will highlight utility topics or initiatives.

This Design-Assist Construction Agreement is for services to demolish existing UEC exhibits, to fabricate and install updated exhibits for the UEC, and to install a portion of the exhibits for the building at 116 S. Grant Street.

On October 12, 2022, a request for proposals (RFP) for construction services of the exhibits, using a Design-Assist project delivery method, was published. On November 21, 2022, five proposals were received by the City Clerk’s office. Based upon review of the proposals by the Proposal Evaluation Committee, two shortlisted proposers were selected for interview. Moey Inc. was identified as the highest ranked using the evaluation criteria outlined in the RFP. Staff therefore recommends that the contract be awarded to Moey Inc.

FISCAL IMPACT
The total contract value of the agreement with Moey Inc. is in the amount of $1,531,178.00. Of this contract amount, $1,526,327.00 is for the UEC Exhibit Fabrication and Installation Project, and $4,851.00 is for the 116 S. Grant Street Tenant Improvements Project. Funding for this agreement is as follows:
1 .

UEC Exhibit Fabrication and Installation Project budget (#500065) which is funded as follows: Roseville Electric Fund (50%), Water Rehabilitation Fund (16.67%), Wastewater Rehabilitation Fund (16.67%), and Waste Services Rehabilitation Fund (16.66%). 2 .
116 S. Grant Street Building: Roseville Electric’s 116 S. Grant Street Tenant Improvements Project budget (#500160) is in the Electric Fund.

No additional funds are required at this time.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) only applies to projects which have the potential to cause a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. (CEQA Guidelines §15061(b)(3).

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal B - Support community engagement and advocacy

Respectfully Submitted,
Rana Moore, Associate Engineer
Richard Plecker, Environmental Utilities Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 23-097
Design Assist Agreement
Drawings
RESOLUTION NO. 23-097

APPROVING A DESIGN-ASSIST CONSTRUCTION AGREEMENT, BY AND BETWEEN MOEY, INC., AND THE CITY OF ROSEVILLE, AND AUTHORIZING THE CITY

MANAGER TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a Design-Assist Construction Agreement for the Utility Exploration Center Exhibit Fabrication and Installation Project, by and between Moey, Inc., and the City of Roseville, has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is hereby approved.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is authorized to approve change orders for the project, consistent with the contract terms, provided that the net cost of all change orders shall not exceed ten percent (10%) of the contract price.

PASSED AND ADOPTED by the Council of the City of Roseville this day of , 20 , by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

MAYOR

ATTEST:

City Clerk

CONTRACT DOCUMENTS FOR

DESIGN-ASSIST AND CONSTRUCTION OF

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION

AND INSTALLATION

AGREEMENT

INCLUDING:

Agreement and Agreement Exhibits

January 11, 2023

PAGE INTENTIONALLY LEFT BLANK
DESIGN-ASSIST CONSTRUCTION AGREEMENT i

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION

TABLE OF CONTENTS
TABLE OF CONTENTS .............................................................................................................................. 1 DESIGN-ASSIST CONSTRUCTION AGREEMENT ................................................................................ 1 ARTICLE 1 - DEFINITIONS OF LANGUAGE USED, WORDS AND TERMS .................................... 1 ARTICLE 2 - SCOPE OF WORK / PROJECT REQUIREMENTS ......................................................... 10 Scope of Work Summary .......................................................................................................... 10 Performance of Work ................................................................................................................ 10 Standards of Performance .......................................................................................................... 11 Execution, Correlation and Intent .............................................................................................. 11 Contractor Services and Facilities ............................................................................................. 12 Labor and Materials; Liens (Stop Payment Notice Claims); Indemnity ................................... 13 Local Conditions; Environmental Site Conditions .................................................................... 14 Legal Requirements ................................................................................................................... 14 Warranty .................................................................................................................................... 15 Use of Site. ................................................................................................................................ 15 Taxes.......................................................................................................................................... 16 Ownership of Documents and Materials, and Confidentiality .................................................. 16 Value Engineering ..................................................................................................................... 16 Design Development Documents and Construction Documents. .............................................. 17 Shop Drawings, Product Data, Samples and Other Submittals. ................................................ 17 Tests and Inspections ................................................................................................................. 18 Cutting and Patching ................................................................................................................. 19 Uncovering of Construction Work. ........................................................................................... 19 Correction of Work .................................................................................................................... 20 Contractor Registration.............................................................................................................. 21 ARTI
CLE 3 - CONTRACT ADMINISTRATION ................................................................................... 21 Administration of the Contract .................................................................................................. 21 CITY’s Representative .............................................................................................................. 21 Construction Manager ............................................................................................................... 22 Designer ..................................................................................................................................... 24 ARTI
CLE 4 - CITY’S RIGHTS AND RESPONSIBILITIES .................................................................. 25 General ...................................................................................................................................... 25 Information and Services Required of CITY............................................................................. 25 Activities on Site by CITY or Separate Contractors ................................................................. 25 DESIGN-ASSIST CONSTRUCTION AGREEMENT ii

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Claims Involving Separate Contractors ..................................................................................... 26 Assignment of Separate Contracts ............................................................................................. 27 CITY's Right to Stop the Work ................................................................................................. 27 CITY’s Right to Carry Out the Work ........................................................................................ 27 Non-Responsibility of the CITY ............................................................................................... 28 ARTI
CLE 5 - CONTRACTOR RIGHTS AND RESPONSIBILITIES .................................................... 28 Status of Contractor and Subcontractors ................................................................................... 28 Contractor’s Representative ...................................................................................................... 29 Supervision and Superintendence .............................................................................................. 29 Documents and Samples at the Site. .......................................................................................... 29 Use and Protection of CITY’S Site and Adjacent Property....................................................... 29 Compliance with Laws .............................................................................................................. 30 Certified Electricians ................................................................................................................. 34 Contractor’s Safety Responsibility ............................................................................................ 34 Nonstandard Working Hours ..................................................................................................... 34 Cooperation with Other Contractors .......................................................................................... 34 ARTI
CLE 6 - SUBCONTRACTORS ....................................................................................................... 35 Incorporation of Contract Documents ....................................................................................... 35 Approval of Subcontractors ....................................................................................................... 35 ARTI
CLE 7 - TIME AND PROGRESS OF THE WORK ........................................................................ 35 Commencement of Work........................................................................................................... 35 Contract Time ............................................................................................................................ 35 Delays ........................................................................................................................................ 36 Time Extensions ........................................................................................................................ 38 Liquidated Damages .................................................................................................................. 40 ARTI
CLE 8 - PAYMENT AND COMPLETION ..................................................................................... 41 Guaranteed Maximum Price (“GMP”) and GMP Shared Savings ............................................ 41 Shared Savings .......................................................................................................................... 41 Schedule of Values .................................................................................................................... 41 Applications for Payment .......................................................................................................... 41 Amount of Progress Payments .................................................................................................. 41 Retention, Escrow Agreement, Final Payment .......................................................................... 42 Early Release of Subcontractor Retention. [reserved] .............................................................. 42 Payment for On-Site and Off-Site Stored Materials. ................................................................. 42 DESIGN-ASSIST CONSTRUCTION AGREEMENT iii

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Title to Construction Work ........................................................................................................ 42 Withholding of Payment ............................................................................................................ 43 Failure of Payment; Interest ...................................................................................................... 43 Occupancy by CITY Prior to Acceptance ................................................................................. 43 Substantial Completion.............................................................................................................. 43 Final Completion ....................................................................................................................... 43 Waiver of Claims at Final Payment ........................................................................................... 44 Construction Allowance Items .................................................................................................. 44 Contingency [reserved].............................................................................................................. 44 Audits and Access to Records. .................................................................................................. 44 ARTI
CLE 9 - CHANGES IN THE WORK .............................................................................................. 45 Contract Held Valid. .................................................................................................................. 45 Execution of Changes ................................................................................................................ 45 Definitions ................................................................................................................................. 46 Change Directives ..................................................................................................................... 46 Contract Modification Procedures ............................................................................................. 47 Cost Determination .................................................................................................................... 51 Change Orders on Account of Contingencies ........................................................................... 54 Change Orders on Account of Excusable Delays ...................................................................... 55 Change Orders on Account of Differing Site Conditions .......................................................... 55 Cost Pricing Data and Access To Records ................................................................................ 56 Time Extensions on Account of Change Orders. ...................................................................... 56 Force Majeure ............................................................................................................................ 56 ARTI
CLE 10 - CORRECTION OF WORK.............................................................................................. 56 Correction of Work Prior to Completion ................................................................................... 56 Correction of Work After Completion ...................................................................................... 56 Acceptance of Nonconforming Work ........................................................................................ 57 No Effect on Limitations ........................................................................................................... 57 ARTI
CLE 11 - INSURANCE AND BONDS; INDEMNIFICATION ..................................................... 57 Insurance to be provided by CONTRACTOR ........................................................................... 57 Evidence of Coverage ................................................................................................................ 57 Qualifying Insurers .................................................................................................................... 57 Summary of Insurance Requirements ........................................................................................ 57 Commercial General Liability. .................................................................................................. 58 DESIGN-ASSIST CONSTRUCTION AGREEMENT iv

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Comprehensive Automobile Liability ....................................................................................... 59 Statutory Workers' Compensation and Employer's Liability Insurance .................................... 59 Builder's Risk/Course of Construction Insurance ...................................................................... 60 Contractor’s Pollution Liability Insurance ................................................................................ 60 Professional Liability Insurance ................................................................................................ 61 Other Insurance Provisions. ....................................................................................................... 61 Payment, Performance and Warranty Bonds ............................................................................. 62 Indemnification .......................................................................................................................... 62 ARTI
CLE 12 - SAFETY: PROTECTION OF PERSONS AND PROPERTY ........................................ 63 Contractor’s Responsibility for Site Safety ............................................................................... 63 Safety Program .......................................................................................................................... 64 Safety Supervisor ....................................................................................................................... 64 Applicable Laws ........................................................................................................................ 65 Safety Notices ............................................................................................................................ 65 Reasonable Precautions ............................................................................................................. 65 Specific Precautions .................................................................................................................. 65 Safety Violations ....................................................................................................................... 67 Public Safety and Convenience ................................................................................................. 67 Emergencies .............................................................................................................................. 68 Safeguards ................................................................................................................................. 68 Security ...................................................................................................................................... 68 Damage to Property at the Site .................................................................................................. 68 Damage to Property of Others ................................................................................................... 68 Remedy of Damage ................................................................................................................... 68 ARTI
CLE 13 - DISPUTES ........................................................................................................................ 69 Disputes between CITY and CONTRACTOR .......................................................................... 69 Dispute Resolution Procedures .................................................................................................. 69 ARTI
CLE 14 - EVENTS OF DEFAULT AND REMEDIES; TERMINATION ..................................... 69 CONTRACTOR Events of Default ........................................................................................... 69 Remedies of CITY upon a CONTRACTOR Event of Default. ................................................ 70 Recourse to Payment and Performance Bonds .......................................................................... 70 Remedies not Exclusive............................................................................................................. 70 Termination or Suspension for Convenience. ........................................................................... 70 ARTI
CLE 15 - MISCELLANEOUS PROVISIONS................................................................................. 71 DESIGN-ASSIST CONSTRUCTION AGREEMENT v

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Governing Law .......................................................................................................................... 71 Successors and Assigns ............................................................................................................. 71 Notice ........................................................................................................................................ 71 Modifications ............................................................................................................................. 71 Interpretation ............................................................................................................................. 72 Severability ................................................................................................................................ 72 Whole Agreement ...................................................................................................................... 72 Accounting Records .................................................................................................................. 72 No Waiver ................................................................................................................................. 72 CONTRACTOR Shall Assume Risks ....................................................................................... 72 General Liability of CONTRACTOR ....................................................................................... 73 Attorney’s Fees and Venue ........................................................................................................ 73 Third Party Beneficiaries ........................................................................................................... 73 ARTI
CLE 16 - LIST OF EXHIBITS ......................................................................................................... 75 EXHIBIT A - ASSEMBLY BILL NO. 626 .......................................................................................... 76 EXHIBIT B - CONTRACTOR’S PROPOSAL .................................................................................... 81 EXHIBIT C - GUARANTEED MAXIMUM PRICE, COST OF WORK, AND FEE ......................... 82 EXHIBIT D - CONSTRUCTION ALLOWANCE ITEMS AND AMOUNTS .................................... 85 EXHIBIT E - HAZARDOUS MATERIALS ........................................................................................ 87 EXHIBIT F - IN LIEU OF SECURITIES ESCROW AGREEMENT ................................................. 91 EXHIBIT G - BOND FORMS .............................................................................................................. 97 EXHIBIT H - COMPLETION TIMES AND LIQUIDATED DAMAGES ........................................ 105

DESIGN-ASSIST CONSTRUCTION AGREEMENT vi

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION

PAGE INTENTIONALLY LEFT BLANK

DESIGN-ASSIST CONSTRUCTION AGREEMENT 1 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION

DESIGN-ASSIST CONSTRUCTION AGREEMENT

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION

AND INSTALLATION
This Design-Assist Construction Agreement (“Agreement”) is made and entered into on this _______day of ______________, 2023, by and between the CITY of Roseville, a municipal corporation (“CITY”), and MOEY INC., hereinafter referred to as “CONTRACTOR”).

RECITALS
WHEREAS, CITY issued a Request for Proposals for the Utility Exploration Center Exhibit Fabrication and Installation RFP #08-106 (“RFP”), which is incorporated fully herein by reference, pursuant to which CITY solicited proposals from design-assist contractors to construct the Utility Exploration Center Exhibit Fabrication and Installation Project; and
WHEREAS, CONTRACTOR has submitted a proposal, dated December 19, 2022 attached hereto and made a part hereof as Exhibit B – “Contractor’s Proposal”, and CITY has selected CONTRACTOR to provide design and construction services as set forth in this Agreement; and WHEREAS, CONTRACTOR is ready, willing and able to perform the aforementioned services required in accordance with the terms and conditions of this Agreement; and NOW, THEREFORE, CITY and CONTRACTOR agree as follows:

Where used in the Contract Documents, the following words and terms shall have the meanings indicated.

The meanings shall be applicable to the singular, plural, masculine and feminine of the words and terms.

The Contract Documents include the terms “as allowed,” “as approved,” “as ordered”, “as directed” or terms of like effect to authorize an exercise of professional judgment by the CITY, Construction Manager or Designer. The adjectives/terms “reasonable,” “suitable,” “acceptable,” “proper,” “satisfactory,” and “of like effect” are used to describe an action or determination of the CITY, Construction Manager or Designer as to the Work. It is intended that such exercise of professional judgment, action or determination will be solely to evaluate, in general, the Work for compliance with the requirements of and information in the Contract Documents and conformance with the design concept of the completed Project as a functioning whole as shown or indicated in the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term is not intended to and shall not be effective to assign to CITY, Construction Manager or Designer any duty or authority to supervise or direct the performance of the Work or any duty or authority contrary to the other provisions of the Contract Documents.

Specification Section Paragraphs entitled "Section Includes" summarize briefly what is generally included in the section. Requirements of Specifications are not limited by "Section Includes" paragraphs.

Specifications and Drawings have been partially streamlined by intentionally omitting words and phrases, such as "the Contractor shall," "in conformity therewith," "shall be" following "as indicated," "a," "an," "the" and “all." The phrases "by CITY’s Representative", “by Designer”, and “by Construction Manager” modify words such as "accepted," "directed," "selected," "inspected," "permitted," “submit”, DESIGN-ASSIST CONSTRUCTION AGREEMENT 2 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION “report”, and “satisfactory” when they are unmodified. Words "Contractor shall" are implied when direction is stated.

Colons (:) are used to introduce a list of particulars, an amplification, or an illustrative quotation. When used after designation of product, colons are used in place of words “shall be.” Whether the term or phrase is capitalized or in all capitals (for example, Contractor or CONTRACTOR) in the Contract Documents shall be deemed to be the same for purposes of the Definitions of Language Used, Words and Terms.

1.1. “Agreement” or “Contract” means this Design-Assist Construction Agreement, its exhibits, and all amendments and/or modifications hereto executed by the parties. The defined terms “Contract” and “Agreement” may be used throughout interchangeably and should be considered as one in the same defined term.

1.2. “Allowance” or “Construction Allowance” is an amount of money set aside under the Contract for a special purpose identified and defined in the Contract Documents. Voluntary Allowance items are described by Contractor in Exhibit C – Guaranteed Maximum Price, Fee, and Cost of Work and are included in the total GMP.

1.3. “Applicable Laws” means all laws, codes, ordinances, rules and regulations of governmental authorities having jurisdiction over the Site and/or the Work.

1.4. “Application for Payment” means the document prepared by CONTRACTOR and submitted to CITY showing CONTRACTOR’s entitlement to progress payments, the requirements of which are more fully described in Article 8 hereof.

1.5. “Architect/Engineer” means a licensed professional(s) (and/or entity(ies)), who provides architectural and/or engineering services as may be required by the Work. The Architect/Engineer shall be registered in the State of California and the architect and/or engineer of record for the Work pursuant to their design responsibilities.

1.6. “Asbestos” is any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration.

1.7. “Authorized Representatives” means the Design-Assist Team and those individuals appointed by CITY and CONTRACTOR from time to time in accordance with the provisions of Article

4.2.1. 1.8. “Beneficial Occupancy” or “Beneficial Occupation” is a term that can be used to describe a distinct portion of the Work, that in the CITY’s Representative’s opinion, is capable of being used for its intended purpose, even though it may have some minor deficiencies, including outstanding punch list items to complete.

1.9. “Business Day” means any day when the office of the CITY Clerk of the CITY of Roseville is open for business.

1.10. “Certificate of Substantial Completion” means a certificate prepared by CONTRACTOR in accordance with Article 8.13 and forwarded to CITY.

1.11. “Certificate of Final Completion” means a certificate prepared by CONTRACTOR and forwarded to CITY stating that the Project is finally complete and that CONTRACTOR is entitled to Final Payment in accordance with Article 8.14 hereof.

1.12. “Change Directive”, “Change Order”, or “Construction Change Directive (CCD)” is a written order prepared by the Construction Manager and signed by the CITY, directing a change in the Work and stating a proposed basis for adjustment, if any, in the Contract GMP amount or DESIGN-ASSIST CONSTRUCTION AGREEMENT 3 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Contract Time.

1.13. “Change Proposal” means a proposal for a Change Order submitted by CONTRACTOR to CITY, either at the request of CITY, or at CONTRACTOR's own initiative.

1.14. “CITY” refers to the CITY of Roseville, the governing body of which is termed the “CITY Council”.

1.15. “CITY’s Representative” is the person(s) designated by the Director of the CITY’s Environmental Utilities Department who has been duly authorized to exercise control and supervision of the Work. A CITY’s Representative generally will be either a professional engineer or architect, depending on the nature of the Work, but is not required to be a professional engineer or architect. The CITY may change the individual(s) acting as the CITY’s Representative(s), or delegate one or more specific functions to one or more specific CITY’s Representative at any time without notice and without liability to Contractor. Each CITY’s Representative is the beneficiary of all Contractor obligations to CITY, including without limitation, all releases and indemnities

1.16. “Claim”. A demand or assertion by the Contractor seeking an adjustment of the GMP or Contract Times, or both, or other relief with respect to the terms of the Contract. A demand for money or services by a third party is not a Claim.

1.17. “Construction Documents” means the plans and specifications prepared by the Design Assist Team for the Project, approved by CITY, and incorporated into this Agreement by reference after such approval, to be used to construct the Project. The Construction Documents shall set forth in detail all items necessary to complete the construction of the Project in accordance with the Contract Documents (subject to their completion following commencement of the Construction Phase). All amendments and modifications to the Plans and Specifications must be approved by CITY prior to incorporation into this Agreement. CONTRACTOR’s attention is hereby directed to the confidentiality requirements of Article 2.12.

1.18. “Construction Consultant”. The CITY may retain a Construction Consultant(s) as it deems necessary to assist/advise the CITY staff and/or other CITY consultants during the progress of the Work. Any Construction Consultant retained by CITY for this Project will not have any formal contract administration responsibilities. The Construction Consultant(s) is the beneficiary of all Contractor obligations to CITY, including without limitation, all releases and indemnities.

1.19. “Construction Manager” is the person designated, in writing, by the CITY to act as its representative at the Site and to perform administrative functions relating to this Agreement.

The Construction Manager shall also furnish inspection services as provided by the contract between the Construction Manager and the CITY. All contact between the Contractor and the CITY shall be through the Construction Manager; unless otherwise specified or directed. Only the CITY may modify the Agreement. The CITY may assign all or part of the CITY’s Representative’s duties, rights and responsibilities to the Construction Manager. The Construction Manager is the beneficiary of all Contractor obligations to CITY, including without limitation, all releases and indemnities.

1.20. “Construction Phase” means the period beginning with the issuance of the Construction Notice to Proceed (NTP) and ending on the date of Final Completion of the Project.

1.21. “Construction Work” means that portion of the Work consisting of the provision of labor, materials, equipment and services in connection with the construction of the Project as set forth in the Contract Documents.

1.22. “Contingency Costs” means those items of Cost of the Work attributable to a contingency for which CITY is responsible and which are payable by CITY to CONTRACTOR pursuant to a DESIGN-ASSIST CONSTRUCTION AGREEMENT 4 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Change Order as provided in Article 9.7-CHANGE ORDERS ON ACCOUNT OF CONTINGENCIES.

1.23. “Contract” means this Design-Assist Construction Agreement, its exhibits, and all amendments and/or modifications hereto executed by the parties. The defined terms “Contract” and “Agreement” may be used throughout interchangeably and should be considered as one in the same defined term.

1.24. “Contract Documents” means 1) this document (Agreement) and its Exhibits,2) the Technical Specifications, and 3) Project Drawings, all of which form the entire integrated agreement between CITY and CONTRACTOR. In the event of a conflict between any of these documents, this Agreement controls, followed by its Exhibits.

1.25. “Contract Time” The number of days or the dates stated in the Agreement to: (i) achieve Milestones, (ii) achieve Substantial Completion; and (iii) complete the Work so that it is ready for final payment as evidenced by Construction Manager’s written recommendation of final payment. See Exhibit H - COMPLETION TIMES AND LIQUIDATED DAMAGES.

1.26. “CONTRACTOR” means the individual or entity identified in the preamble to this Agreement.

1.27. “CONTRACTOR’S Plant and Equipment” means the equipment, material, supplies and all other items, except labor, brought onto the Site by the Contractor to carry out the Work, but not to be incorporated in the Work.

1.28. “CONTRACTOR Event of Default” shall have the meaning set forth in Article 14.1 hereof.

1.29. “Cost of the Work” consists of those items of Work, which are paid for by CITY to CONTRACTOR, and consist of those categories of costs set forth as allowable on Exhibit C.

1.30. “County” refers to Placer County where the Site is located.

1.31. “CPM” means a critical path method schedule in the form of precedents, networks and time sequences.

1.32. “Day” or “Days” means calendar days, including legal holidays, Saturdays and Sundays, unless specifically noted otherwise. The day shall be 24 hours measured from midnight to the next midnight.

1.33. “Defective Work” refers to Work that does not meet the requirements of the Contract Documents and has been identified to the Contractor by the Construction Manager in writing because the Work:
a. Does not meet the requirements of or conform to the Contract Documents; or b. Does not meet the requirements of any applicable inspection, reference standard, test, or approval referred to in the Contract Documents; or
c. Has been damaged prior to Construction Manager’s or Engineer’s recommendation of final payment (unless responsibility for the protection thereof has been assumed by CITY as of the Substantial Completion date in accordance with the Contract Documents).

Punch list or other minor corrective items of work that are not in compliance with the Contract Documents do not meet to the definition of “Defective Work” as used in these Contract Documents. For work to be deemed “Defective Work,” the Construction Manager must have notified the Contractor in writing of a defective item of the Work.

1.34. “Design-Assist Team” includes the following: Designer; CONTRACTOR; and/or others as coordinated by CONTRACTOR and CITY.

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1.35. “Design Development Documents” means the drawings, specifications and other documents prepared by the Design-Assist Team for CITY's review and approval prior to the preparation of the Construction Documents. The Design Development Documents shall illustrate the scale and relationship of Project components, outline the nature and structural exterior and three dimensional scale of the Project and shall fix and describe in detail the configuration and character of the Project concerning all items of the Project necessary for the complete and final preparation of the Construction Documents in accordance with the requirements of the Contract Documents, including architectural and electrical systems, materials and such other elements as may be appropriate. CONTRACTOR’s attention is hereby directed to the confidentiality requirements of Article 2.12.

1.36. “Design Materials” means any and all documents, shop drawings, electronic information, data, plans, drawings, sketches, illustrations, specifications, descriptions, models and other information developed, prepared, furnished, delivered or required to be delivered by CONTRACTOR to CITY under the Contract Documents or developed or prepared by CONTRACTOR specifically to discharge its duties under the Contract Documents.

CONTRACTOR’s attention is hereby directed to the confidentiality requirements of Article

2.12. 1.37. “Design-Assist Work” means that portion of the Work consisting of the design-assist services required to be provided in connection with the Designer’s design of the Project as set forth in the Contract Documents, which shall be performed consistent with the standards of care set forth herein.

1.38. “Designer” means design professional(s) (and/or entity(ies)), retained by CITY, who provides design services as may be required by the Work. The Designer may be substituted or replaced at the discretion of CITY. The Designer may also be referred to as the “CITY’s Representative” if the definition is used in a Designer role and capacity. The CITY may assign all or part of the CITY’s Representative’s duties, rights and responsibilities to the Designer. Such representatives shall act within the scope of the particular duties delegated to them.

1.39. “Direct” is an action of the CITY or Construction Manager by which the Contractor is ordered to perform or refrain from performing work under the Agreement.

1.40. “Drawings”, also referred to as “Plans” are that part of the Contract Documents consisting of the graphical and technical requirements of the Agreement as included on the plan, profile, section and detail sheets, included in a response to Request for Information or any revisions issued by Engineer. Drawings, or reproductions thereof, show the location, character, dimensions and details of the Work to be done. Shop drawings and other Contractor submittals are not Drawings as so defined.

1.41. “Engineer”. The engineer designated by the CONTRACTOR to have professional design control over the Work or a specified portion of the Work, acting either directly or through duly authorized representatives. As applicable, the engineer will be the Engineer of Record for the design. The Engineer may also furnish inspection services as provided by the Agreement.

1.42. “Equipment” (Construction) is all machinery and equipment, together with the necessary supplies for upkeep and maintenance, including tools and apparatus necessary for the proper construction and acceptable completion of the Work contemplated. Equipment (Installation) is all material or articles used in equipping a facility or apparatus required to fulfill a functional design.

1.43. “Execution” means field or site performance, workmanship, installation, erection, application, field fabrication, quality control, and protection of installed products on the Site.

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1.44. “Excusable Delay” shall have the meaning set forth in Article 7.3.3.

1.45. “Extra Work” is new or unforeseen work, or added work of a different character or function; or that involves revisions of the details of the Work on which Contractor based its GMP. If the extra work increases the Contractor’s Cost of the Work and/or time to perform the Work, and is approved by the CITY via a written Change Order, the GMP and/or Contract Times shall be adjusted as provided in the Contract Documents. Extra Work shall not include Work which is shown, detailed or specified in the Contract Documents or which constitutes “Incidental Work” as defined within the Contract Documents definition below.

1.46. “Fee”, if applicable, means the fee payable to CONTRACTOR pursuant to this Agreement and as part of the GMP, if shown on Exhibit C – GUARANTEED MAXIMUM PRICE, COST OF WORK AND FEE attached hereto.

1.47. “Field Directive” is a change in the scope of the Agreement that does not cause an increase in the Cost of the Work, nor an adjustment to the GMP or the Contract Time(s), unless the Construction Manager determines the Field Directive warrants a Change Order.

1.48. “Field Order” is a written instruction given to the Contractor by Construction Manager authorizing work that is a change to the scope of Work to be performed on a time and material basis or a lump sum cost agreed to between CITY and the Contractor and documented in a Change Order.

1.49. “Final Acceptance” is the formal approval by CITY in accepting a portion of the Contractor’s work as completed.

1.50. “Final Completion” means the date when the work is 100% complete in accordance with the terms and conditions of the Contract Documents, including completion of all Punch list items as certified by the Construction Manager.

1.51. “Force Majeure” includes industry wide or nationwide labor dispute (excluding labor shortage), fire, unusual delay in transportation or delivery, unavoidable casualty, flood (assuming CONTRACTOR has taken reasonable precautions), earthquake, epidemic, civil disturbance, war, freight embargo, riot, sabotage (by persons other than CONTRACTOR or Subcontractors), material shortage or any other similar act or condition, in each case only to the extent the event in question is beyond the reasonable control of and without the fault or negligence of CONTRACTOR. It is expressly agreed that the following matters shall not constitute Force Majeure:
a. Lack of or inability to use funds for any reason;
b. Any occurrence which results from the wrongful act, or wrongful omission, of the affected party, or the failure by the affected party to act in a prudent and proper manner and in accordance with good and accepted industry practices; c. Any failure by the affected party to reach agreement with any third party necessary to enable the affected party to perform its obligations under this Agreement; d. An event or circumstance, where the event or circumstance, or its effects on the affected party, or the resulting inability of the affected party to perform its obligations could have been prevented, overcome or remedied by the exercise by the affected party of the standard of care and diligence consistent with that of a reasonable and prudent person; e. Breakdown of Contractor’s Equipment;
f. Strike or industrial action of Contractor’s employees or those of subcontractors; or g. Adverse weather conditions including, without limitation, wet weather, unless the DESIGN-ASSIST CONSTRUCTION AGREEMENT 7 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION weather is unusually severe for the Site.

1.52. “Governmental Approvals” means those CITY approvals necessary for the completion of the Project, including, but not limited to, modification of existing zoning, vacation of certain streets and/or alleys, and modifications to or variances from applicable building or zoning regulations.

1.53. “Guaranteed Maximum Price” or “GMP” means the amount set forth on Exhibit C- GUARANTEED MAXIMUM PRICE, FEE, AND COST OF WORK hereto, which may be increased or decreased in accordance with the provisions of the Contract Documents.

1.54. “Hazardous Materials” means those items identified on Exhibit E-HAZARDOUS MATERIALS hereto.

1.55. “Holidays” are the legal holidays as designated by the CITY including: New Year’s Day, Martin Luther King Jr. Day, President's Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s Day, Thanksgiving Day, the day after Thanksgiving and Christmas Day.

1.56. Incidental Work. Incidental work includes reasonably implied parts of the not shown on Drawings nor described in Specifications, but which is necessary or normally or customarily required as a part of the Work shown on the Drawings or described in the Specifications to provide a complete installation which is fully connected and tied into the existing facilities and processes and is fully functional and operational. Incidental work shall be treated as if fully described in Specifications and shown on Drawings, and expense thereof shall be included in the GMP. Incidental work shall be performed by Contractor and included in the Cost of the Work without an increase in the GMP.

1.57. “Indemnified Parties” includes, but is not limited to, CITY, its agents, officers, employees, and volunteers.

1.58. “Inspector” shall mean the person(s), firm(s), or agency(ies) employed by the CITY to perform inspection during construction of the Work, under the direction of the Construction Manager. It shall also mean any representative of the CITY who will perform inspections of the Work for code compliance and quality assurance reporting in addition to those inspections performed by the CITY’s Representative and/or the Engineer. Said inspector may be the Construction Manager or may be another representative of the CITY.

1.59. “Liquidated Damages” means the damages payable by CONTRACTOR to CITY in the event CONTRACTOR does not achieve project Milestones Final Completion of the Project by the date required on the Schedule, as adjusted, as more fully described in Article 7.5 and Exhibit H- COMPLETION TIMES AND LIQUIDATED DAMAGES hereof.

1.60. “Modification” means an amendment to this Agreement executed by the parties after the date hereof.

1.61. “Non-Excusable Delay” shall have the meaning set forth in Article 7.3.2.

1.62. “Notice of Completion” is the formal action taken by the CITY in determining that the Contractor’s Work has been completed, or as delegated pursuant to a CITY Council resolution, accepting the Work as fully completed. The written notice is signed by the CITY and filed with the County Recorder.

1.63. “Notice to Proceed” (NTP) is the written notice given by the CITY to the Contractor fixing the date on which the Contract Times will commence to run and on which Contractor shall start to perform the Work under the Contract Documents.

1.64. “Or Equal” means any product, equipment, material, thing, service, mean/method or service which is proposed by the Contractor for use in the Work, which is equal to or better than, and is DESIGN-ASSIST CONSTRUCTION AGREEMENT 8 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION as suitable as the product, equipment, material, thing, service, mean/method or service specified in the Contract Documents as to function, performance, reliability, quality, schedule and general configuration. Any “or equal” substitutions must be approved by the CITY.

1.65. “Owner” refers to the CITY, or authorized representative as approved by the CITY.

1.66. “Party” shall mean CITY or CONTRACTOR individually, and “Parties” shall mean CITY and CONTRACTOR collectively.

1.67. “Payment and Performance Bonds” means the payment bond and performance bond issued by an admitted Surety covering the faithful performance and completion of the Construction Work, including payment for all materials and labor furnished or supplied in connection with the Construction Work, by CONTRACTOR. Such bonds shall be in the form described in Exhibit G-BOND FORMS.

1.68. “Plans”. See “Drawings”.

1.69. “Project” means the design and construction of the project described in the Recitals, together with all on-site infrastructure, site improvements and appurtenances to be designed, constructed and installed in connection therewith, as more fully set forth and described in the Contract Documents and as required thereby or reasonably inferred therefrom.

1.70. “Project Manager” means the person assigned by the Director of the CITY’s administering department to monitor the Project and Work.

1.71. “Proposal” is the offer of a Proposer to perform the Work pursuant to completed prescribed Bid Proposal requirements and forms, properly executed and guaranteed, and timely submitted.

1.72. “Punch List” means those minor items of Work to be completed after Substantial Completion and prior to Final Completion, which do not prevent the Project from being used for the purpose for which it is intended and which will not prevent beneficial occupancy or use.

1.73. “Reference Specifications” are those standards, rules, method of tests or analysis, codes, and specifications of other agencies, engineering societies, or industrial associations referred to in the Contract Documents.

1.74. “Request for Information” also referred to as “Request for Clarification”. A Request for Information (RFI) is issued by the Contractor to the Construction Manager requesting additional information necessary to clarify or amplify an item in the Contract Documents that the Contractor believes is not clearly shown or called for in the Drawings or Specifications or other portions of the Contract Documents, or to address problems which have arisen under field conditions. A RFI is not to be used for request for materials/equipment substitutions or value engineering/cost reduction incentive proposals.

1.75. “Request for Quotation” is a request for a proposed cost made to the Contractor by the CITY to add, delete or change the Work. A Request for Quote (RFQ) shall not be deemed to be a direction to proceed with any addition, deletion or change to the Work.

1.76. “Retention” means the amount withheld from progress payments from CITY to CONTRACTOR from time to time, as more fully described in Article 8.6-RETENTION, ESCROW AGREEMENT, FINAL PAYMENTS hereof.

1.77. “Samples” refers to physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged.

1.78. “Schedule” means the schedule pursuant to the Proposal and/or other Contract Documents to which CONTRACTOR has agreed to complete the Work. The Schedule shall be adjusted DESIGN-ASSIST CONSTRUCTION AGREEMENT 9 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION pursuant to the provisions of the Contract Documents. In the event the Schedule is not contained within the Proposal, then CONTRACTOR shall provide to CITY, within fifteen (15) days of issuance of a Notice To Proceed by CITY, with a complete milestone schedule identifying, among other things, critical paths (if any) and total calendar days until Substantial and Final Completion. In the event the Schedule is contained in the Proposal, the start of the Schedule shall be adjusted by the CONTRACTOR to reflect the date of the Notice To Proceed.

1.79. “Scheduled Date of Substantial Completion” means the date CONTRACTOR has agreed to achieve Substantial Completion of the Project in accordance with the Schedule, as adjusted.

1.80. “Scope Change Costs” means those items of Cost of the Work attributable to changes in scope of the Work and payable by CITY to CONTRACTOR pursuant to a Change Order, as provided in Article 9-CHANGES IN THE WORK.

1.81. “Separate Contractors” means those individuals or entities (including, but not limited to, concessionaires) who have entered into arrangements with CITY for the provision of labor, materials or other services in connection with the Project.

1.82. “Shop Drawings (Submittals)” are drawings, diagrams, illustrations, schedules, performance charts, instructions, brochures, and other data which are prepared by the Contractor or any subcontractor, manufacturer, supplier, or distributor and which illustrate some portion of the Work.

1.83. “Site” is the real property on which the Project will be located.

1.84. “Specifications” are that part of the Contract Documents consisting of written descriptions of the technical features of materials, equipment, construction systems, standards, and workmanship.

1.85. “Specify” refers to information described, shown, noted or presented in any manner in any part of the Agreement.

1.86. “State” is the State of California.

1.87. “State of California Specifications” are the State of California Department of Transportation Standard Specifications in effect as documented in the Specifications and/or Drawings. Also referred to as State Standard Specifications and Caltrans Standard Specifications.

1.88. “Subcontract” means an agreement between CONTRACTOR and another person or entity engaged to perform a portion of the Work.

1.89. “Subcontractor” means an individual or entity who has entered into an agreement with CONTRACTOR or another Subcontractor for the provision of labor, materials or other services required to be performed by CONTRACTOR under the Contract Documents.

1.90. “Subcontractor-KEY”. Key subcontractors are defined as a subcontractor who will perform greater than or equal to twenty-five percent (25%) of the GMP.

1.91. “Subcontractor-MAJOR”. Major subcontractors are defined as a subcontractor who will perform greater than five percent (5%) of the GMP.

1.92. “Subcontractor-LISTED”. Listed subcontractors are defined as a subcontractor who will perform greater than one half percent (>0.5%) of the GMP.

1.93. “Submittals” are the information which is specified for submission to the Construction Manager in accordance with the Contract Documents.

1.94. “Substantial Completion” means the stage in the progress of the Work when the Work or a designated portion thereof is sufficiently complete in accordance with the Contract Documents DESIGN-ASSIST CONSTRUCTION AGREEMENT 10 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION so that CITY may use the Project for its intended purpose. Determination of Substantial Completion is solely at the discretion of the CITY. Substantial Completion does not mean complete in accordance with the Agreement nor shall Substantial Completion of all or any part of the Project entitle the Contractor to Final Completion under the Agreement.

1.95. “Surety” means one or more issuers of the Payment and Performance Bonds, each of which shall be admitted and licensed to do business in the State of California.

1.96. “Surveyor” means a land surveyor licensed in the State of California.

1.97. “Trade Names”. Where a certain product is called by its Trade Name, it is intended as a guide for type and quality.

1.98. “Typical Details” are details of standard structures, devices or instructions referred to on the Plans and Specifications by title or number and developed by the Engineer.

1.99. “Underground Facilities” means all underground pipelines, including but not limited to, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including those that convey electrical, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems.

1.100. “Unit Price Work” is work to be paid for on the basis of unit prices.

1.101. “Utility” is a public or private fixed works for, including but not limited to, the transportation of fluids, gasses, power, signals, or communications.

1.102. “Work” or “Scope of Work” means the Project, inclusive of all labor, materials and services required to be performed or provided by CONTRACTOR officers, employees, agents, Subcontractors or Suppliers pursuant to the provisions of this Agreement and its Exhibits.

1.103. “Work Day”. A working day is defined as any day, except Saturdays, Sundays and CITY’s Legal Holidays. Any work scheduled by the Contractor on non-working days (Saturdays, Sundays, and CITY Legal Holidays) shall be verified with the CITY at least 72 hours in advance. Depending on the circumstances, the CITY may request Contractor compensation for inspection work, at an hourly rate, for any work performed on non-working days and for overtime.

Scope of Work Summary
The CITY, in conjunction with its Designer and other consultants, developed the Design-Assist and Construction Contract Documents for the Utility Exploration Center Exhibit Fabrication and Installation.

The scope of the project includes fabrication, shipping, and installation of new exhibitory for the Utility Exploration Center, as more fully described in Contractor’s proposal, attached hereto as Exhibit B and incorporated herein.

Performance of Work
CONTRACTOR shall perform the Work in accordance with this Agreement. CONTRACTOR covenants and agrees that it shall be responsible for performing and completing, and for causing all Subcontractors to perform and complete, the Work in accordance with the Contract Documents, standard professional and trade practices, Local Ordinances, and Applicable Laws. CONTRACTOR covenants that the Work DESIGN-ASSIST CONSTRUCTION AGREEMENT 11 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION and the materials provided thereunder shall be appropriate for the purposes stated in the Request for Proposal and Proposal. Although it is the responsibility of CONTRACTOR to conform the Work to Applicable Laws at all times, to the extent there is a change in one or more Applicable Laws after the date of execution of this Contract, and such change has the effect of increasing the cost or time of performance of the Work, such change may be the subject of a Change Order under the provisions of Article 9- CHANGES IN THE WORK hereof.

Standards of Performance
The Work shall be performed by CONTRACTOR in accordance with the professional standards applicable to projects, buildings or work of complexity, quality and scope comparable to the Work and the Project. CONTRACTOR may make such additions or substitutions to personnel and responsibilities as it deems necessary or appropriate in order to carry out its responsibilities hereunder, provided such personnel shall be suitably qualified. Nothing in this Agreement shall be construed to create any contractual liability with CITY toward any Subcontractor.

Execution, Correlation and Intent

2.4.1 Execution of Agreement.

Execution of this Agreement by CONTRACTOR is a representation that CONTRACTOR has visited the Site, become familiar with the local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents.

2.4.2 Intent of Contract Documents.

The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by CONTRACTOR. The Contract Documents are complementary and what is required by one shall be as binding as if required by all; performance by CONTRACTOR shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the intended results. Any work, materials or equipment that may reasonably be inferred from the requirements of the Contract will be furnished and performed whether or not specifically called for. When words or phrases that have a well-known technical or construction industry or trade meaning are used to describe Work, materials or equipment, such words or phrases shall be interpreted in accordance with that meaning

2.4.3 Organization of Material.

Organization of the Design Materials into divisions, sections and articles, and arrangement of drawings does not necessarily control CONTRACTOR in dividing the Construction Work among Subcontractors or in establishing the extent of Construction Work performed by any trade.

2.4.4 Resolving Conflicts
In resolving conflicts resulting from errors or discrepancies in any of the Contract Documents, the order of precedence shall be as follows:

A. Permits from other agencies specifically required for the performance of the Work as may be required by law,
B. Supplemental Agreements and Change Orders, the one dated later having the precedence over another dated earlier,
C. Agreement,
DESIGN-ASSIST CONSTRUCTION AGREEMENT 12 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION D. General Requirements (Division 1),
E. Technical Specifications (Division 2 and all other Divisions following), F. Contract Drawings,
G. CITY of Roseville’s most current version of Construction Standards and Design Standards and Amendments to the Current Version,
H. Other Referenced Standard Specifications, and
I. Other Referenced Standard Plans.

With reference to the Drawings, the order of precedence is as follows:

A. Addenda/Change Order drawings govern over any other drawings, B. Enumerated dimensions govern over scaled dimensions, C. Detail drawings govern over general drawings, and
D. Contract Drawings govern over standard drawings/plans.

The provisions of the Contract Documents shall take precedence over any Laws or Regulations applicable to the performance of the work unless such an interpretation of the provisions of the Contract Documents would result in a violation of such Law or Regulation.

2.4.5 Meaning of Words
Unless otherwise stated in this Agreement, words which have well-known technical or construction industry meanings are used in accordance with such recognized meanings.

Contractor Services and Facilities

2.5.1 General.

CONTRACTOR shall provide everything required for the orderly progress and proper execution and completion of the Work and the Project in accordance with the requirements of the Contract Documents, whether temporary or permanent and whether or not incorporated or to be incorporated into the Work, including, but not limited to, services, labor, materials, equipment, furnishings, tools, construction equipment and machinery, utilities, transportation and other facilities and services.

2.5.2 Supervision
CONTRACTOR shall supervise and direct the Work in accordance with its best skill and attention.

CONTRACTOR shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures. CONTRACTOR shall be responsible to CITY for the acts and omissions of, and whenever this Contract refers to the negligence, fault or omission of CONTRACTOR, such term shall include the negligence, fault or omission of, CONTRACTOR's employees, Subcontractors and their agents and employees, and other persons performing portions of the Work under an agreement with CONTRACTOR. CONTRACTOR shall not be relieved of obligations to perform the Work in accordance with the Contract Documents by tests, inspections or approvals required or performed by persons other than CONTRACTOR.

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2.5.3 Coordination
CONTRACTOR shall coordinate construction requirements with Governmental agencies, utilities, and all other parties either involved in infrastructure improvements or otherwise affected by the design and construction requirements.

2.5.4 Design-Assist Development Coordination
CONTRACTOR understands and agrees that all Design Development Documents and time schedules prepared by Designer must be coordinated with CONTRACTOR and CITY. CONTRACTOR shall participate and provide recommendations in the development of the drawings and other documents to fix and describe the size and character of the Project in its entirety as to structural, and electrical systems, materials and other essentials in CONTRACTOR’s capacity as a general contractor and not as a design professional, focusing on constructability and cost implications of the evolving design.

2.5.5 Construction Documents Coordination. [reserved]

2.5.6 Cooperation
CONTRACTOR shall cooperate with the Designer, and CITY’s financial, design and construction consultants and all other designated representatives during the design and construction of the Project.

2.5.7 Management
CONTRACTOR shall implement suitable management systems and work plans for the Project relative to Project safety, quality assurance and managing and controlling the Work.

2.5.8 Reports
CONTRACTOR shall prepare and submit to CITY monthly progress reports on the Work accomplished during the previous monthly period, which reports shall be prepared in a manner and in a format reasonably acceptable to CITY. Such reports shall be furnished at the time of submission of each monthly Application for Payment. As part of such report, CONTRACTOR shall provide an updated Schedule, including CPM, if any, illustrating the progress that has been made, by reference to the initial CPM, and specifying whether the Work is on schedule or behind schedule and actions being taken to correct Schedule slippage. The monthly report shall also set forth CONTRACTOR's projected progress for the forthcoming month.

Labor and Materials; Liens (Stop Payment Notice Claims); Indemnity Unless otherwise provided in the Contract Documents, CONTRACTOR shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work.

CONTRACTOR shall enforce strict discipline and good order among CONTRACTOR's employees, subcontractors, and other persons carrying out the Work. CONTRACTOR shall not permit employment of unfit persons or persons not skilled in tasks assigned to them.

CONTRACTOR shall not permit any Subcontractor, materialman, or laborer to place liens on the Project covering any portion of the Work for which CITY has made payment to CONTRACTOR. If any liens (e.g., stop payment notice claims) are imposed, CITY may withhold payment in the amount of 125% of the claim until such time an unconditional release is provided in a form satisfactory to CITY.

CONTRACTOR shall indemnify, defend, and hold harmless CITY regarding any claim or lien that DESIGN-ASSIST CONSTRUCTION AGREEMENT 14 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION proceeds to, or is the subject of litigation. CITY may withhold payment(s) pending compliance with this provision.

Local Conditions; Environmental Site Conditions

2.7.1 Local Conditions
CONTRACTOR represents that it has taken steps reasonably necessary to ascertain the nature and location of the Work, and that it has investigated and satisfied itself as to the general and local conditions which are applicable to the Work such as (a) conditions bearing on transportation, disposal, handling and storage of materials; (b) the availability of labor, water, power and roads; (c) normal weather conditions; (d) observable physical conditions at the Site; (e) the surface conditions of the ground; and (f) the character of equipment and facilities needed prior to and during the performance of the Work. To the extent CONTRACTOR encounters subsurface or concealed conditions which differ materially from that actually known by CONTRACTOR on the date of this Agreement or from those ordinarily found to exist and generally recognized as inherent in the activities of the character provided in the Contract Documents; then CONTRACTOR shall give notice to CITY promptly before conditions are disturbed and in no event later than two (2) Days after the first observance of the conditions if a Change Order is contemplated by CONTRACTOR due to such condition. Such materially different conditions may entitle CONTRACTOR to an equitable adjustment in the GMP and/or Schedule pursuant to the Change Order provisions of this Agreement.

2.7.2 Hazardous Materials
The Parties' agreement as to the handling of Hazardous Materials discovered at the Site (and not brought there by CONTRACTOR or any Subcontractor) is set forth in Exhibit E-HAZARDOUS MATERIALS hereto, and the only duties and responsibilities of CONTRACTOR in connection therewith are as therein specified, notwithstanding any other provision of this Agreement.

Legal Requirements
CONTRACTOR shall comply with all Applicable Laws, and shall give applicable notices pertaining thereto.

2.8.1 Governmental Approvals
CONTRACTOR shall comply with Applicable Laws, and shall give applicable notices pertaining thereto.

Except with respect to Governmental Approvals, CONTRACTOR shall prepare and file all documents required to obtain the necessary approvals of governmental authorities having jurisdiction over the Work and/or the Project and shall secure and pay for permits and governmental fees, licenses and inspections necessary for the proper execution of the Work and completion of the Project. Notwithstanding the foregoing, CITY has informed CONTRACTOR that fees in connection with building permits, street use permits, and similar permits relating to construction will be waived and are not to be included in the GMP. If and to the extent charges for such permits are imposed in the future, such charges shall be paid by CITY, or shall be the subject of a Change Order to the Contract in accordance with the Change Order provisions of this Agreement.

2.8.2 Permits, Fees and Notices
Unless otherwise provided in the Contract Documents, and subject to the provisions of Article 2.8-Legal Requirements hereof, CONTRACTOR shall secure all permits, governmental fees, licenses and inspections necessary for the proper execution and completion of the Work. To the extent there is a DESIGN-ASSIST CONSTRUCTION AGREEMENT 15 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION change in the type or cost of any of such permits, fees, licenses or inspection occurring after execution of this Agreement, there shall be an equitable adjustment in the GMP and Schedule on account of such change in accordance with the Change Order provisions. CONTRACTOR shall comply with and give notices required by Applicable Laws.

2.8.3 Patents, Trademarks, Copyrights
CONTRACTOR shall pay, as a Cost of the Work, all-applicable royalties and license fees on any matters arising in connection with the Work. CONTRACTOR shall defend all suits or claims for infringement of patent, trademark, and copyrights against the Indemnified Parties, and shall save the Indemnified Parties harmless from loss on account thereof for any and all matters arising in connection with the Work or the Project (such costs to be paid as Cost of the Work), except with respect to any particular design process or the product of a particular manufacturer or manufacturers specified and required by CITY, other than pursuant to the recommendation or suggestion of CONTRACTOR or a subcontractor; provided however, if CONTRACTOR has reason to believe that the design, process or product so specified is an infringement of a patent, CONTRACTOR shall be responsible for any loss resulting unless CONTRACTOR has provided CITY with prompt written notice of CONTRACTOR's belief, and CITY has nevertheless elected to go forward with such design, process or product so specified.

Warranty
CONTRACTOR warrants to CITY that any and all materials, equipment and furnishings incorporated in the Work will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Construction Work will be free from defects not inherent in the quality required or permitted, and that the Construction Work will conform with the requirements of the Contract Documents. Construction Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective by CITY at its sole discretion.

CONTRACTOR shall warranty the Construction Work for a period of one-year commencing upon recording of the notice of completion. If within this one-year warranty period any of the Work is found to be defective or not in accordance with the requirements of the Contract Documents, CONTRACTOR shall correct it promptly after receipt of written notice from CITY to do so. CITY shall give such notice promptly after discovery of the condition. CONTRACTOR shall bear the cost of correction.

CONTRACTOR’s attention is directed to Article 11.13-Payment, Performance, and Warranty Bonds and Exhibit G-BOND FORMS regarding Warranty Bond requirements.

Use of Site.

2.10.1 Beneficial Use
CITY shall be permitted beneficial use of the Work.

2.10.2 Access by CITY
CONTRACTOR shall afford CITY and its authorized designees access to the Project Site at all times, subject to reasonable prior notice for access outside of normal business hours.

2.10.3 Rubbish; Debris; Cleanup
During the performance of all on-site Work, CONTRACTOR shall at all times, as a Cost of the Work, keep the Site and adjacent streets, properties and sidewalks free from waste materials, debris and/or rubbish, and shall employ adequate dust control measures. If accumulation of such materials, debris, DESIGN-ASSIST CONSTRUCTION AGREEMENT 16 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION rubbish or dust constitutes a nuisance or safety hazard or is otherwise objectionable in the reasonable opinion of CITY, CONTRACTOR shall promptly remove them. Upon Substantial Completion of the Work, or any portion or component thereof, CONTRACTOR shall remove from the Site, or applicable portion thereof, all tools, construction equipment, machinery, surplus materials, waste materials and rubbish and shall leave the Site in a “broom clean” condition. If CONTRACTOR fails to clean up as provided in the Contract Documents, CITY may do so and the cost thereof shall be charged to CONTRACTOR as a Cost of the Work.

2.10.4 Noise and Night Work
CONTRACTOR shall comply with CITY’s noise ordinance.

Taxes
CONTRACTOR shall pay, as Cost of the Work, all existing and future applicable federal, state and local sales, consumer, use and similar taxes, whether direct or indirect, relating to, or incurred in connection with, the performance of the Work (excluding taxes based on CONTRACTOR's income). In the event CONTRACTOR is obligated to pay any new or increased taxes or duties adopted after the date hereof, the amount of such new or increased taxes shall increase the GMP pursuant to the Change Order provisions of this Contract. In the event CONTRACTOR receives the benefit of a tax exemption or tax reduction taking effect after the date hereof, the amount of such exemption or reduction shall decrease the GMP pursuant to the Change Order provisions of this Contract Ownership of Documents and Materials, and Confidentiality CITY shall have unlimited rights to copy and use in connection with the Project all Design Materials, including the right to use same on the Project at no additional cost to CITY, regardless of degree of completion, provided that said services performed have been fully paid for as required by the terms of this Agreement. CONTRACTOR and its Subcontractors shall keep all design documents confidential, and shall not disclose such documents except as may be required in performance of the Work or pursuant to legal process.

Value Engineering
CONTRACTOR shall suggest to CITY value engineering to reduce the cost of the Project, which CITY may accept at its sole discretion.

2.13.1 Acceptance of Value Suggestions
To the extent that CONTRACTOR provides value engineering suggestions or comments with respect to the Project’s design, CONTRACTOR and CITY acknowledges that such services are professional design services. CITY shall refer all such suggestions and comments to the Designer for review and evaluation prior to CITY’s acceptance thereof. CITY shall cause the Designer to revise the Project’s design documents to reflect all value engineering suggestions and comments accepted by CITY without delay or disruption to the timely and orderly progress of the Work, including revisions needed to address the impact of an agreed value engineering solution on other portions of the Work. The GMP and Contract Time shall be adjusted if necessary by Change Order promptly after CONTRACTOR’s review and pricing of the change to the Work reflected in the revised design documents.

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2.13.2 Subcontractors Bids
CONTRACTOR shall make recommendations to the Designer regarding the appropriate quality of materials, equipment, component systems and types of construction for the most reasonable prices for inclusion in the Construction Documents, and CONTRACTOR shall also recommend to the Designer and CITY reasonable adjustments in the scope of the Project so that the total cost bid by the bidding Subcontractors will not exceed the estimate.

Design Development Documents and Construction Documents.

2.14.1 General
The Design-Assist Team understands that all construction documents, working drawings and specifications must be coordinated with, submitted to, and approved by, CITY prior to construction.

CONTRACTOR shall allow CITY a minimum of fourteen (14) days for review of Submittals and corrections made thereto. CONTRACTOR shall work with the Design-Assist Team to prepare, for the approval of CITY, working drawings and specifications setting forth in detail the requirements for the construction of the Project in its entirety CITY’s review of the Design Development Documents and the Construction Documents shall not relieve CONTRACTOR from its responsibilities under this Agreement, or be deemed to be an approval or waiver by CITY of any deviation from, or of CONTRACTOR's failure to comply with, any provision or requirement of the Contract Documents, unless such deviation or failure has been identified as such in writing in the document submitted for approval by CONTRACTOR and approved by CITY. CONTRACTOR shall comply with all CITY construction standards as deemed applicable by the CITY. CONTRACTOR shall provide CITY with a complete, accurate, full size, and current set of as built drawings in a hard copy acceptable to City prior to Final Completion.

The Architect/Engineer is the entity professionally responsible for the design of the Project.

CONTRACTOR acknowledges that CONTRACTOR has an architect or engineer on staff or under contract. CONTRACTOR is responsible for any errors in the design or failure of the design to comply with applicable laws, codes, rules and regulations, or lawful orders of public authorities.

2.14.2 Reliance on Approvals
CONTRACTOR shall be entitled to rely on the approvals of CITY with respect to the Design Materials.

If CITY revokes, modifies or otherwise changes in a material way its approval of a given system after such system has been designed and approved, or modifies the original Scope of Work in a material manner requiring modification to one or more systems which have been designed and approved, CONTRACTOR shall be entitled to a Change Order in accordance with the provisions of Article 9- CHANGES IN THE WORK hereof. No Change Order shall be issued to the extent such modification is due to the fault or neglect of CONTRACTOR.

2.14.3 Review of Contract Documents and Field Conditions CONTRACTOR shall take field measurements and verify field conditions and shall carefully compare such field conditions and other information known to CONTRACTOR with the Contract Documents before commencing activities. CONTRACTOR shall perform the Work in accordance with the Contract Documents and submittals approved in accordance with the procedures set forth in this Agreement.

Shop Drawings, Product Data, Samples and Other Submittals.

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2.15.1 Documents and Samples at the Site
From and after commencement of the Construction Work, CONTRACTOR shall maintain at the site one (1) record copy of the Construction Documents, and any and all amendments thereto, in good order and marked to record changes and selections made during the Construction Phase. In addition, CONTRACTOR shall maintain at the site approved shop drawings, product data, samples and similar required submittals. These shall be provided to CITY upon completion of the Work.

2.15.2 Shop Drawings
Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by CONTRACTOR, a Subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work.

2.15.3 Product Data
Product Data includes illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by CONTRACTOR to illustrate materials or equipment for some portion of the Work.

2.15.4 Samples
Samples are physical examples, which illustrate materials, equipment or workmanship and establish standards by which the Work will be judged.

2.15.5 Submittals are not Contract Documents.

Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Work for which submittals are required the way CONTRACTOR proposes to conform the construction to the Construction Documents.

2.15.6 Submission of items listed in Article 2.15.5
Requirements and procedures for submittal of shop drawings, product and equipment data are covered in technical specification section 01322 and 01330.

2.15.7 Responsibility
CONTRACTOR shall not be relieved of responsibility for the deviations from requirements of the Contract Documents by CITY's approval of Shop Drawings, Product Data, Samples or similar submittals unless CONTRACTOR has specifically informed CITY of such deviation at the time of the submittal and CITY has given written approval to the specific deviation. CONTRACTOR shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by CITY's approval thereof.

Tests and Inspections

2.16.1 Initial Tests and Inspections
Tests, inspections and approvals of portions of the Construction Work shall be made as required by the Contract Documents, Applicable Laws or normal construction practices and/or as directed by CITY.

Unless otherwise provided, CONTRACTOR shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to CITY, or with the appropriate public authority. The costs of such tests, inspections and approvals shall be a cost paid by DESIGN-ASSIST CONSTRUCTION AGREEMENT 19 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION CONTRACTOR. CONTRACTOR shall give CITY timely notice of when and where tests and inspections are to be made so that CITY may observe such procedures. All costs of tests, inspections or approvals imposed upon CONTRACTOR by changes in Applicable Laws occurring after execution of this Agreement shall be an increase to the GMP in accordance with the Change Order provisions herein.

2.16.2 Additional Tests and Inspections
If CITY, or any other public authority having jurisdiction, determines that portions of the Construction Work require additional testing, inspection or approval beyond that required by Article subsection 2.16.1 above, CITY will instruct CONTRACTOR to make arrangements for such additional testing, inspection or approval by an entity acceptable to CITY, and CONTRACTOR shall give timely notice to CITY of when and where tests and inspections are to be made so CITY may observe such procedures. If such additional tests and/or inspections reveal failure of the portions of the Work to comply with the requirements of the Contract Documents, the costs of such tests and required correction shall be paid as a Cost of the Work, subject to the limitations set forth in Article 2.19-CORRECTION OF WORK hereof.

If the additional tests and/or inspections show that the portions of the Work comply with the requirements of the Contract Documents, the costs thereof shall be an increase to the GMP in accordance with the Change Order provisions of this Agreement.

2.16.3 Required Certificates
Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by CONTRACTOR and promptly delivered to CITY.

2.16.4 Timing of Testing
Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work.

Cutting and Patching

2.17.1 Cutting and Patching of the Work
CONTRACTOR shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit together properly.

2.17.2 Damage to Work of CITY or Separate Contractors
CONTRACTOR shall not damage or endanger a portion of the completed Work, fully or partially completed construction of CITY, or work or construction by Separate Contractor(s) by cutting, patching or otherwise altering such construction or work, or by excavation. CONTRACTOR shall not cut or otherwise alter such construction by CITY or a Separate Contractor except with written consent of CITY and of such Separate Contractor, such consent not to be unreasonably withheld.

Uncovering of Construction Work.

2.18.1 Uncovering
If a portion of the Construction Work is covered contrary to CITY's written request to observe such work prior to it being covered or contrary to requirements of the Contract Documents, it must, if directed in writing by CITY, be uncovered for CITY's observation and be replaced without change in the Schedule or GMP. The costs of such uncovering and replacement shall be Cost of the Work, subject to the limitation set forth in Article 2.19-CORRECTION OF WORK hereof.

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2.18.2 Covering of Work Requested to be Observed
If a portion of the Construction Work has been covered, which CITY has not specifically requested to observe prior to being covered, CITY may request to see such Construction Work and it shall be uncovered by CONTRACTOR. If such Construction Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be charged to CITY and shall increase the GMP. An appropriate time extension shall also be given. If such Construction Work is not in accordance with the Contract Documents, CONTRACTOR shall pay such costs as Cost of the Work, unless such condition was caused by CITY or a Separate Contractor in which event CITY shall be responsible for payment of such costs by appropriate Change Order, and an appropriate time extension shall also be given.

Correction of Work

2.19.1 Work Rejected by CITY
CONTRACTOR shall promptly correct Construction Work rejected by CITY or failing to conform to the requirements of the Contract Documents, whether observed before or after Substantial Completion and whether or not fabricated, installed or completed. CONTRACTOR shall bear the costs of correcting such rejected Construction Work, as a Cost of the Work, including additional testing and inspection and compensation for services and expenses of CITY made necessary thereby.

2.19.2 Removal of Work
CONTRACTOR shall remove from the Site portions of the Construction Work, which are not in accordance with the requirements of the Contract Documents and are neither corrected by CONTRACTOR nor accepted by CITY. The costs incurred in removing such Work shall be a Cost of the Work, subject to the limitation set forth in Article 2.19-CORRECTION OF WORK hereof.

2.19.3 Failure to Correct Nonconforming Work
If CONTRACTOR fails to correct nonconforming Construction Work within a reasonable time, CITY may correct it in accordance with the terms of this Agreement. If CONTRACTOR does not proceed with correction of such nonconforming Construction Work within a reasonable time fixed by written notice from CITY, CITY may remove it and store the salvageable materials or equipment at CONTRACTOR’s expense. If CONTRACTOR does not pay costs of such removal and storage within ten (10) Days after written notice, CITY may, upon ten (10) additional Days written notice, sell such materials and equipment at auction or at private sale and shall account for the proceeds thereof, after deducting costs and damages that should have been borne by CONTRACTOR, including compensation for services and expenses made necessary thereby. If such proceeds of sale do not cover costs which CONTRACTOR should have borne, CONTRACTOR shall pay such excess to CITY. If such proceeds are in excess of the costs which CONTRACTOR should have borne, such excess shall be paid by CITY to CONTRACTOR.

If such costs arise during the performance of the Work, such costs shall be charged against the Cost of the Work. If such costs arise after Substantial Completion, such costs shall be payable as provided in Article

8.1-GUARANTEED MAXIUMU PRICE.

2.19.4 Damaged or Destroyed Work
CONTRACTOR shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of CITY or Separate Contractors caused by CONTRACTOR's correction or removal of Construction Work which is not in accordance with the requirements of the Contract Documents. If such costs arise during the performance of the Work, such costs shall be charged against DESIGN-ASSIST CONSTRUCTION AGREEMENT 21 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION the Cost of the Work. If such costs arise after Substantial Completion, such costs shall be payable as provided in Article 8.1-GUARANTEED MAXIMUM PRICE.

2.19.5 No Limitation
Nothing contained in this Article 2.19-CORRECTION OF WORK shall be construed to establish a period of limitation with respect to other obligations which CONTRACTOR might have under the Contract Documents.

2.19.6 Acceptance of Nonconforming Work
If CITY prefers to accept Work, which is not in accordance with the requirements of the Contract Documents, CITY may do so instead of requiring its removal and correction, in which case the GMP will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made.

Contractor Registration
No contractor or subcontractor may work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. During the performance of this Contract, CONTRACTOR and its subcontractors shall have a continuing legal obligation to maintain current registration with the Department of Industrial Relations. CONTRACTOR is hereby notified that this Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

Administration of the Contract
The CITY’s Representative and the Construction Manager will provide administration of the Agreement as hereinafter described. If the status of any of the above parties should change, the CITY will provide written notice to the Contractor of such change.

CITY’s Representative

3.2.1 General
The CITY’s Representative has the authority to act on behalf of the CITY on change orders, field orders, progress payments, Contract Decisions, acceptability of the Contractor’s work, and early possession.

3.2.2 Change Orders
The CITY’s Representative has the authority to accept or reject change orders and cost proposals submitted by the Contractor or as recommended by the Construction Manager.

3.2.3 Progress Payments
CITY’s Representative has the authority to accept or reject requests for progress payments which have been submitted by the Contractor and recommended by the Construction Manager.

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3.2.4 Contract Decisions
Should CONTRACTOR disagree with the Construction Manager's decision with respect to the Agreement, the CONTRACTOR may appeal to the CITY’s Representative in accordance with the provisions of the Agreement.

3.2.5 Acceptability of Work
The CITY’s Representative has the authority to make the final determination of the acceptability of the Work.

Construction Manager

3.3.1 General
The Construction Manager is a representative of the CITY employed to act as advisor and consultant to the CITY in construction matters related to the Agreement. The term Construction Manager may include more than one individual to perform contract administration and construction observation. Hereinafter, the term Construction Manager includes any and all representatives working under the direction of the Construction Manager.

All instructions to the Contractor and all communications from the Contractor to the CITY or the CITY’s Representative shall be forwarded through the Construction Manager. The Construction Manager will have authority to act on behalf of the CITY only to the extent provided in the Contract Documents. The CITY has delegated its authority to the Construction Manager to make initial decisions regarding questions which may arise as to the quality or acceptability of materials furnished and work performed, and as to the manner of performance and rate of progress of the Work. The Construction Manager shall make initial decisions with respect to the Contractor’s fulfillment of the Agreement and the Contractor’s entitlement to compensation. The Contractor shall look initially to the Construction Manager in matters relating to the Agreement.

The Construction Manager's authority to act under Article 3-CONTRACT ADMINISTRATION, herein, and any decision made by it in good faith either to exercise or not to exercise such authority, shall not be interpreted or construed as control of or responsibility for any of the Work performed under this Agreement.

3.3.2 On-Site Representative
The Construction Manager will observe the progress, quality, and quantity of the Work to determine, in general, if the Work is proceeding in accordance with the provisions of the Contract Documents. The Construction Manager shall not be responsible for the superintendence of the construction site conditions; construction means, methods, appliances techniques, sequences, or procedures; operation of equipment; Contractor’s personnel; or for safety practices or unsafe practices, precautions, and programs in connection with the Work.

In accordance with the provisions of these Contract Documents, the Construction Manager will make decisions relative to all matters of interpretation or execution of the Contract Documents.

3.3.3 Observation and Inspections of Construction
The Construction Manager shall observe the construction and shall have the authority to reject work and materials which do not conform to the Contract Documents, and to require special inspection or testing.

Observation and inspection by the Construction Manager or an inspector is not an authorization to DESIGN-ASSIST CONSTRUCTION AGREEMENT 23 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION revoke, alter, or waive any requirements of the Specifications. Observation and inspection is the authorization to call the attention of the Contractor to any failure of the Work, materials or workmanship to conform to the Contract Documents. The Construction Manager shall have this authority including the ability to reject materials or, in any emergency, suspend the Work. The Contractor may appeal any such issue which it disagrees with to the Construction Manager for decision. If the decision of the Construction Manager is not satisfactory to the Contractor, the Contractor may appeal such decision to the CITY’s Representative.

3.3.4 Acceptability of the Work
The Construction Manager has the authority to make a recommendation as to the acceptability of the Work.

3.3.5 Change Orders
The Construction Manager has the authority to initiate change orders; to reject change orders proposed by the Contractor; to negotiate and recommend acceptance of change orders to the CITY; or to order minor changes in the Work that result in no cost to the CITY.

3.3.6 Construction Schedule
The Construction Manager has the authority to review and recommend acceptance of the progress schedule submitted by the Contractor at the start of the Work and subsequent significant revisions for conformance to the specified sequence of Work and logic.

3.3.7 Progress Payments
The Construction Manager has the authority to recommend acceptance or rejection of requests for progress payments which have been submitted by the Contractor.

3.3.8 Final Payment
The Construction Manager, with the assistance of the CITY’s Representative and the Designer, will conduct inspections to determine the date of Final Completion of the Work, and the Construction Manager will receive and forward to the CITY, for the CITY’s review, written warranties and related documents required by the Agreement and assembled by the Contractor.

3.3.9 Contract Interpretation by the Construction Manager Notwithstanding any omission from the Specifications or the Drawings it shall be the duty of the Contractor to call the Construction Manager’s attention to apparent errors or omissions upon discovery by the Contractor and request instructions in writing before proceeding with the Work. The Contractor shall not unreasonably take advantage of any errors or omissions found by Contractor. If the Contractor discovers any errors or omissions that it believes affect the time or cost of performing the Work, it shall be entitled to request a Change Order. Contractor shall promptly notify the Construction Manager in writing of any design, materials, or specified method that the Contractor identifies as defective or insufficient. The Construction Manager may, by appropriate written instructions, correct errors and supply omitted information, which instructions shall be as binding upon the Contractor as though contained in the original Specifications or Drawings when incorporated into Change Orders. Such instructions shall be incorporated into the Agreement in accordance with the Change Order provisions of the Agreement.

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UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Any discrepancies discovered by the Contractor between the Contract Documents and Site conditions or any inconsistencies or ambiguities in the Contract Documents shall be promptly reported, in writing, to the Construction Manager. Questions regarding the meaning and intent of the Contract Documents shall be referred in writing by the Contractor to the Construction Manager with a Request for Information (RFI).

Work done by the Contractor after its discovery of such errors, omissions, discrepancies, inconsistencies or ambiguities without such notice and prior to response from the Construction Manager shall be done at the Contractor’s risk and shall not be reimbursed as a Cost of the Work, nor be a basis for an increase in the GMP.

Designer

3.4.1 General
The Designer will have the authority to act on behalf of the CITY only to the extent provided in the Contract Documents. The Designer shall not be responsible or have authority for the superintendence of construction site conditions; construction means, methods, appliances techniques, sequences, or procedures; operation of equipment; Contractor’s personnel; or for safety practices or unsafe practices; precautions and programs in connection with the Work; or for any failure of the Contractor to comply with laws, regulations, rules, ordinances, codes, or orders applicable to the Contractor furnishing and performing the Work.

3.4.2 Interpretations
The Designer has the authority to be the initial interpreter of the technical requirements of the Contract Documents. Either party to the Agreement may make written request to the Construction Manager for interpretations necessary for the proper execution or progress of the Work. The Construction Manager shall refer such written requests to the Designer, who will render such interpretations. Where the Contractor has requested an interpretation from the Construction Manager, or been notified by the Construction Manager that such interpretation has been requested by the CITY, any work done before receipt of such interpretations, if not in accordance with same, shall be removed and replaced or adjusted as directed by the Construction Manager without additional expense to CITY and shall not be reimbursed as a Cost of the Work, or be a basis for an increase in the GMP.

3.4.3 Acceptability of the Work
The Designer has the authority to make a recommendation as to the acceptability of the Work. The Designer has the authority to recommend acceptance regarding the remediation or retention of Defective Work.

3.4.4 Submittal
The Designer shall receive, through the Construction Manager, shop drawings, product data and samples for review.

The Designer has the authority to review and take other appropriate action upon the Contractor’s submittal such as shop drawings, product data and samples, but only for conformance with the design concept of the Work and the information given in the Contract Documents.

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UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION General
CITY, acting through the CITY’s Representative or the Construction Manager, shall have the authority to act as the sole judge of the Work and materials with respect to both quantity, quality function, performance and reliability as set forth in the Agreement except as delegated to the Construction Manager in these Contract Documents.

Information and Services Required of CITY

4.2.1 CITY Designation of Authorized Representative
Both Parties shall designate, from time to time, one or more representatives authorized to act on their behalf with respect to the Project, together with the scope of his/her respective authority.

CONTRACTOR shall not be entitled to rely on directions from anyone outside the scope of that person’s authority as set forth in written delegations pursuant to this Agreement. Directions and decisions made by Authorized Representative(s) of CITY shall be subject to any further approval(s) required by any provisions of CITY’s Charter or the Roseville Municipal Code.

4.2.2 Communication
During the term of this Contract, CITY shall communicate with Subcontractors, suppliers and others performing any part of the Work only through CONTRACTOR's Authorized Representative.

4.2.3 CITY’S instruction to CONTRACTOR
Wherever CITY is identified in the contract documents in reference to providing the CONTRACTOR with instruction, the “CITY” reference could mean, Construction Manager, Engineer, or Representative acting on behalf of the CITY as delegated in that instance.

Activities on Site by CITY or Separate Contractors

4.3.1 Observation and Inspection
In addition to the Construction Manager’s designated representative, the CITY may provide one or more inspectors to the Construction Manager to observe the Work and with the same authority as provided for in Article 3.3.3, Observation and Inspections of Construction.

Separate and independent from the observations and inspections above, the Work may be inspected by Building Officials, Fire Officials, Roseville Electric and/or Pacific Gas and Electric for code compliance.

Such inspectors shall have the authority provided to them by their jurisdiction. Any design deficiencies or additional work required by these code inspections not required by the Contract Documents may be incorporated into the Work in accordance with the Change Order provisions of the Agreement

4.3.2 CITY’S Right to Award Separate Contracts
CITY reserves the right to perform work or operations related to the Project with the CITY’S own forces, and to award separate contracts to Separate Contractors in connection with the Project or other work on the Site. If the Contractor claims that delay, damage, or additional cost is involved because of such action by the CITY, the Contractor shall make such claim as provided elsewhere in the Contract Documents.

When separate agreements are awarded for different portions of the Project or other work on the Site, the DESIGN-ASSIST CONSTRUCTION AGREEMENT 26 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION term “Contractor” in the Contract Documents in each case shall mean the contractor who executes each separate Agreement.

4.3.3 Integration of the Work with Separate Contractors Following the request of CITY, CONTRACTOR shall prepare a plan in order to integrate the work performed by Separate Contractors with the performance of the Work, and shall submit such plan to CITY for approval. The plan shall be fair and reasonable for CONTRACTOR and the Separate Contractors, and CONTRACTOR shall work with the Separate Contractors to reach agreement on such plan. CONTRACTOR shall arrange the performance of the Work so that the Work and the work of the Separate Contractors are, to the extent applicable, properly integrated, jointed in an acceptable manner, and performed in the proper sequence so that any disruption or damage to the Work or to any work of Separate Contractors is avoided.

4.3.4 Coordination
CONTRACTOR shall provide for the coordination of the activities of CONTRACTOR and its Subcontractors with the activities of the Separate Contractors. CONTRACTOR shall participate with all Separate Contractors and CITY in reviewing and coordinating the schedules of the Separate Contractors with the Schedule. CONTRACTOR shall make any revisions to the Schedule deemed necessary to properly incorporate the work of the Separate Contractors with the Work. To the extent (a) the date of Substantial Completion is extended by such Schedule revision; (b) CONTRACTOR is required to perform its Work materially out of sequence, and in a manner which is not as efficient or cost effective as originally planned; or (c) the Scope of Work is increased, an equitable adjustment in the GMP and the Schedule shall be made in accordance with the Change Order provisions of this Agreement.

4.3.5 Use of Site
CONTRACTOR shall afford CITY and all Separate Contractors reasonable opportunity for storage of materials and equipment and performance of their work. CONTRACTOR shall also connect and coordinate its Work and operations with CITY and all Separate Contractors' operations as required by the Contract Documents. CITY shall direct the Separate Contractors to cooperate with CONTRACTOR and to avoid actions or omissions, which could interfere with or delay the activities of CONTRACTOR.

4.3.6 Deficiency in Work of Contractors
If part of CONTRACTOR's Work depends upon proper execution or results upon construction or operations by CITY or a Separate Contractor, CONTRACTOR shall, prior to proceeding with that portion of the Work, promptly report to the Separate Contractor and CITY apparent discrepancies or defects in such other construction that would render it unsuitable for proper execution and results by CONTRACTOR. CONTRACTOR and the Separate Contractor shall use good faith efforts to resolve any such discrepancies or defects or any disagreements relating thereto. Failure of CONTRACTOR to report such discrepancies or defects shall constitute acceptance by CONTRACTOR of the work of Separate Contractors as fit and proper to receive CONTRACTOR's Work (except as to those defects or discrepancies that are not apparent).

Claims Involving Separate Contractors
In the event that CONTRACTOR unnecessarily and unreasonably delays the work of Separate Contractors by not cooperating with them as required hereby, or by not affording them reasonable opportunity to perform their work as stated herein, CONTRACTOR shall, in such event, pay, as Cost of the Work, all reasonable direct incremental costs and expenses incurred by such Separate Contractors due DESIGN-ASSIST CONSTRUCTION AGREEMENT 27 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION to any such delays. If any Separate Contractor shall assert a claim or bring an action against CITY alleging damage due to the fault or neglect of CONTRACTOR, CITY shall immediately notify CONTRACTOR, who shall defend such claim. If it is determined that CONTRACTOR was at fault, CONTRACTOR shall pay all costs of defense, including attorney's fees, as well as any resulting judgment or settlement, as a Cost of the Work.

Assignment of Separate Contracts
If CITY determines that it wishes to assign to CONTRACTOR one or more contracts between CITY and a Separate Contractor, it shall give CONTRACTOR written notice of such desire, including in such notice a copy of such contract for CONTRACTOR's review and approval. The Separate Contractor shall be fully qualified to perform the work under the to-be-assigned contract, shall possess the financial capability to perform its obligations under such to-be-assigned contract, and shall provide one hundred percent (100%) payment and performance bonds covering such work from sureties meeting the standards set forth in Article 11-Insurance and Bonds; Indemnification hereof. Such contract shall contain provisions similar to those contained in CONTRACTOR's agreements with its Subcontractors with respect to liability, indemnification, retention, payment, labor, warranty, and other material items. Upon CONTRACTOR's approval of the assignment of such contract, which approval shall not be unreasonably withheld, delayed or conditioned, such Separate Contractor shall cease to be a Separate Contractor and shall thereafter be deemed to be a Subcontractor of CONTRACTOR, and the GMP shall be increased by Change Order in the amount of (a) such assigned contract, and (b) the additional Fee pursuant to the provisions of Article 9.6-Change Orders on Account of Scope Change.

CITY's Right to Stop the Work
If CONTRACTOR persistently fails to correct Work which is not in accordance with the requirements of the Contract Documents and this Agreement or persistently fails to carry out the Work in accordance with the Contract Documents, CITY, by written order signed by CITY, may deliver a notice to CONTRACTOR setting forth that such a persistent and material failure is occurring and has occurred, and demanding that CONTRACTOR commence a cure of such persistent and material failure within twenty (20) Days and diligently pursue such cure thereafter. In the event that the cure is not commenced and pursued diligently, CITY may, by written notice to CONTRACTOR, order CONTRACTOR to stop the Work, or any portion thereof, until the use for such order has been eliminated; provided, however, that the right of CITY to stop the Work shall not give rise to a duty on the part of CITY to exercise this right for the benefit of CONTRACTOR or any other person or entity and shall not give rise to any liability of CITY to CONTRACTOR resulting from any delay (except to the extent that such order is found to be improper).

If CONTRACTOR fails to correct an unsafe condition as specified in Article 12-SAFETY:

PROTECTION OF PERSONS AND PROPERTY, the CITY shall have the right to notify the Contractor through the Construction Manager that an unsafe condition may exist and must be corrected or the Work in question can be stopped immediately. CITY’s has a right to stop the work, until the condition is corrected to the satisfaction of the CITY.

CITY’s Right to Carry Out the Work
If CONTRACTOR defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven (7) Day period after receipt of written notice from CITY to commence and diligently continue correction of such default or neglect with diligence and promptness, CITY may, after such seven (7) Day period, give CONTRACTOR a second written notice to correct such deficiencies within such second seven (7) Day period. If CONTRACTOR within such second seven (7) Day period DESIGN-ASSIST CONSTRUCTION AGREEMENT 28 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION after receipt of such second notice fails to commence and diligently continue to correct any deficiencies, CITY, without prejudice to other remedies CITY may have, may correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due to CONTRACTOR the cost of correcting such deficiencies, including Compensation for additional services and expenses made necessary by such default, neglect or failure. If payments then or thereafter due to CONTRACTOR are insufficient to cover such amounts, CONTRACTOR shall pay the difference to CITY.

The CITY also reserves the right to perform and suspend any portion of the Work due to an emergency threatening the safety of the Work, public, CITY, and any property or equipment. No deductive Change Order shall be issued for an emergency not caused by Contractor.

Non-Responsibility of the CITY
CITY shall not be held responsible for the care or protection of any material or parts of the Work prior to the Final Acceptance, except as expressly provided in the Contract Documents.

Status of Contractor and Subcontractors

5.1.1 Contractor
It is stipulated and agreed that the Contractor shall be an independent contractor in the performance of this Agreement and shall have complete charge of persons engaged in performance of the Work. The Contractor shall perform the Work in accordance with its own means, methods, and appliances subject to compliance with the requirements of the Agreement.

5.1.2 Subcontractors
If any part of the Work to be done under this Agreement is subcontracted, the subcontract shall be in writing and shall provide that all Work to be performed thereunder shall be performed in accordance with the terms of the Contract Documents. The subcontracting of any or all of the Work to be done will in no way relieve the Contractor of any part of its responsibility under the Agreement. Subcontractors will not be recognized as having a direct relationship with the CITY. The persons engaged in the Work, including employees of subcontractors and suppliers, will be considered employees of the Contractor and their work shall be subject to the provisions of the Agreement. References in the Contract Documents to actions required of subcontractors, manufacturers, suppliers, or any person other than the Contractor, the CITY or the Construction Manager shall be interpreted as requiring that the Contractor shall require such subcontractor, manufacturer, supplier or person to perform the specified action.

The Contractor shall only employ subcontractors that are properly licensed in accordance with State law and are registered with the California Department of Industrial Relations (DIR).

Prior to commencement of any work by a subcontractor, the Contractor shall submit to the Construction Manager:

A. Verification that the subcontractor is properly licensed for the work it will perform.

B. Upon CITY’S request, copies of subcontract agreements.

C. Copies of subcontractor’s insurance certificates and endorsements.

DESIGN-ASSIST CONSTRUCTION AGREEMENT 29 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Contractor’s Representative
The Contractor shall provide in writing, a request to the CITY to delegate authority to an individual to serve in the capacity of authorized representative and shall wait to receive written confirmation from the CITY, before the authorized representative can start work. The authorized representative shall be qualified for the duties required and have complete authority to represent and to act for the Contractor.

Said authorized representative has the authority to act in matters relating to the Agreement, and shall be personally present at the Site at all times while work is actually in progress on the Agreement. During periods when the Work is suspended, arrangements acceptable to the Construction Manager shall be made for any emergency work that may be required. The Contractor’s authorized representative shall be fluent and proficient in the English language in order to understand, receive, and carry out oral and written communications or instructions relating to all job functions and responsibilities. All communications to and from the Contractor’s authorized representative shall be binding as if given to or by the Contractor.

Contractor shall provide its authorized representative’s contact information which shall include the representative's name, office street address, office telephone number, mobile phone number, home phone number, email address and the office mailing address if different from the street address.

The Contractor’s authorized representative shall give its personal attention to and shall supervise the Work to the end that it shall at all reasonable times be prosecuted faithfully; and when the authorized representative is not personally present on the Work, the representative shall at all reasonable times be represented by a competent designated alternate, superintendent or foreman (approved in writing by the CITY, to act in this capacity) who shall receive and obey all instructions or orders given under this Agreement, and who shall have full authority to supply materials, tools, and labor without delay, and who shall be the legally appointed representative of the Contractor. The Contractor shall be liable for the faithful observation of any instructions delivered to the Contractor or to its authorized representative.

Supervision and Superintendence
CONTRACTOR shall supervise, inspect, and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be solely responsible for the engineering, means, methods, techniques, sequences, and procedures of construction.

At all times during the progress of the Work, Contractor shall assign a competent resident Superintendent who shall not be replaced without written notice to Owner except under extraordinary circumstances.

Documents and Samples at the Site.

CONTRACTOR shall maintain at the site for CITY one record copy of the drawings, specifications, addenda, Change Order and other Modifications, in good order and marked currently to record changes and selections made during construction, and in addition approved Shop Drawings, Product Data, Samples and similar required submittals. CONTRACTOR shall also prepare one reproducible set of as- built drawings. These shall be provided to CITY upon completion of the Work.

Use and Protection of CITY’S Site and Adjacent Property

5.5.1 Designated Areas
With the approval of the Construction Manager, the Contractor may use designated portions of the CITY’S Site for storage of construction equipment, materials and field offices provided the Contractor does not interfere with CITY’S operations. The Contractor will not be allowed to unreasonably encumber DESIGN-ASSIST CONSTRUCTION AGREEMENT 30 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION the Site or adjacent areas with its materials and/or equipment. The CITY will not accept any responsibility for damage to or loss of the Contractor’s equipment or materials stored on any Project related site caused by vandalism, nature, or otherwise, suffered by the Contractor. Protection of all construction equipment, stores, and supplies shall be the sole responsibility of the Contractor. Where additional work space is desired by the Contractor or where the CITY cannot provide the space to the Contractor, it shall be the Contractor’s sole responsibility and expense to obtain such a space for its use.

5.5.2 Contractor’s Site Access
All workers or representatives of the Contractor, subcontractors or suppliers are admitted to the Site only for the proper execution of the Work and have no tenancy without the express written permission of the CITY. Furthermore, no persons may occupy property owned by the CITY outside the limit of the Work, as indicated on the Drawings, without the express written permission of the CITY.

5.5.3 Provisions for Handling Emergencies
It is possible that emergencies may arise during the progress of the Work, which may require special treatment or make advisable extra shifts of labor forces to continue the Work for twenty-four (24) hours per day. These emergencies may be caused by damage or possible damage to nearby existing structures or property by reason of the work under construction, or by storm, accidents, or leakage. The Contractor shall be prepared in case of such emergencies to make all necessary repairs and shall promptly execute such work when required; such emergency work will be reimbursed as a Cost of the Work and the GMP increased accordingly.

Upon start of the Work, Contractor shall provide means for immediate emergency notification of Contractor’s designated representative and designated emergency alternates.

5.5.1 Debris, Trash, and Construction Wastes
The Contractor shall keep the Site reasonably free from debris, trash and construction wastes to permit Contractor to perform construction services efficiently, safely and without interfering with the use of adjacent land areas, and as further stipulated in the Contract Documents. When the Work is Substantially Complete, or a portion of the Work has been completed, Contractor shall remove all debris, trash, construction wastes, materials, equipment, machinery and tools arising from the Work or applicable portions thereof to permit CITY to occupy the Project or a portion of the Project for its intended use.

Contractor shall provide a finished cleaning of all areas acceptable to the CITY before releasing any area to the CITY for occupancy.

Compliance with Laws
The CITY is a municipal corporation in the State of California and is subject to the applicable provisions of law relating to public contracts as a Charter CITY. It is agreed that all provisions of law applicable to public contracts are a part of these Contract Documents to the same extent as though set forth herein and will be complied with by Contractor.

The Contractor shall at all times observe and comply with all existing laws, ordinances, regulations, orders and decrees; and shall protect, indemnify, and defend the CITY, the Construction Manager, the Designer, the Funding Agencies and all of their officers, officials, employees, agents, volunteers, and servants against any claim or liability arising from or based upon the violation of any such law, ordinance, regulation, order, or decree, whether by the Contractor itself, employees, or its subcontractors.

DESIGN-ASSIST CONSTRUCTION AGREEMENT 31 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION The Contractor, shall at its own cost and expense, observe and keep itself and its subcontractors fully informed of all existing and future legislated State and Federal Laws and CITY and County ordinances and regulations which in any manner affect those engaged or employed in the Work, or the materials and equipment used in the Work, or which in any way affect the conduct of the Work, and all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same.

If any discrepancy or inconsistency is discovered in the Drawings, Specifications, or in any other part of this Agreement, in relation to any law, ordinance, regulation, order or decree, the Contractor shall immediately report the same to the Construction Manager in writing.

Attention is directed to the following specific regulations and requirements that are hereby included in the Contract Documents. This list of regulations is not warranted to be complete and the burden of ascertaining legal requirements that must be satisfied shall rest solely with the Contractor.

5.6.1 Prevailing Wages
For purposes of this Agreement, CONTRACTOR and its Subcontractors shall comply with all applicable prevailing wage laws, e.g., but not limited to, California Labor Code Sections 1770 et seq. In accordance with said Section 1775, CONTRACTOR shall forfeit as a penalty to the CITY Two Hundred Dollars ($200) for each calendar Day or portion thereof for each worker paid less than the prevailing rates for such work or craft in which such worker is employed for any work done on-Site under the Agreement by CONTRACTOR or by any Subcontractor in violation of the provisions of the Labor Code and in particular, Labor Code Sections 1770 to 1780, inclusive. In addition to said penalty and pursuant to said Section 1775, the difference between such stipulated prevailing wage rates and the amount paid to each worker for each calendar Day or portion thereof for which each worker was paid less than the stipulated prevailing wage shall be paid to each worker by CONTRACTOR or the applicable Subcontractor.

Pursuant to the provisions of California Labor Code Sections 1773, the Department has identified the source, stated below, of the General Prevailing Rate of Wages applicable to the work to be done, for straight time, overtime, and holiday work. The holiday wage rate listed shall be applicable to all holidays recognized in the collective bargaining agreement of the particular craft, classification or type of worker concerned. These wage rates may be obtained from the State Department of Industrial Relations and/or the following website address: http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm, which is a part of this Agreement.

Pursuant to Labor Code Section 1773.2, General Prevailing Wage Rates set forth above, which forms a part of this Agreement, shall be posted by CONTRACTOR at a prominent place at the Site. Prevailing wage rates to be posted at the Site will be furnished by the Department. The possibility of wage increases is one of the elements to be considered by CONTRACTOR in determining its Proposal, and will not under any circumstances be considered as the basis of a claim against CITY or the Agreement.

5.6.2 DIR Registration
California Labor Code section 1725.5 requires the Contractor and all lower-tier subcontractors performing public works services to be currently registered with the California DIR, as specified in California Labor Code section 1725.5. California Labor Code section 1771.1 provides that a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal (subject to the requirements of Section 4104 of the California Public Contract Code), or engage in the performance of any contract for public work, unless currently registered and qualified to perform public work pursuant to California Labor Code section 1725.5. The Contractor shall list the Contractor’s current DIR registration number, and the current DIR registration number of all subcontractors, as part of its Bid Proposal.

DESIGN-ASSIST CONSTRUCTION AGREEMENT 32 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Further information can be found on DIR’s website at http://www.dir.ca.gov/Public- Works/Contractors.html. The above summary is provided solely for informational purposes, and does not in any way affect the Contractor’s and subcontractors’ obligation to comply in all respects with all other applicable laws and regulations. The Contractor shall disseminate these provisions to every lower-tier subcontractor.

5.6.3 Apprentices on Public Work Projects
The Contractor and any subcontractor or subconsultant shall comply with California Labor Code section 1777.5 et seq., and implementing regulations set forth in Title 8 of the California Code of Regulations, governing the employment of apprentices. Contractor and any subcontractor or subconsultant performing Public Work will be subject to penalties for apprenticeship violations in accordance with Labor Code section 1777.7. Please refer to the link below for guidance in meeting your obligation to satisfy the apprentice requirements for this Project:
https://www.dir.ca.gov/das/DASApprenticesOnPublicWorksSummaryOfRequirements.htm.

5.6.1 Receipt of Workers’ Wages, Fee for Registering or Placing Persons in Public Works The Contractor and any subcontractor or subconsultant shall comply with California Labor Code sections 1778 and 1779 of the California Labor Code, which read as follows:

Section 1778. “Every person, who individually or as a representative of an awarding or public body or officer, or as a contractor or subcontractor doing public work, or agent or officer thereof, who takes, receives or conspires with another to take or receive, for his own use or the use of any other person any portion of the wages of any workman or working subcontractor, in connection with services rendered upon any public work is guilty of a felony.”
Section 1779. “Any person or agent or officer thereof who charges, collects, or attempts to charge or collect, directly or indirectly, a fee or valuable consideration for registering any person for public work, or for giving information as to where such employment may be procured, or for placing, assisting in placing, or attempting to place, any person in public work, whether the person is to work directly for the State, or any political subdivision or for a contractor or subcontractor doing public work is guilty of a misdemeanor.”

5.6.2 Travel and Subsistence Payments
Each worker needed to execute the Work must be paid travel and subsistence payments as defined in the applicable collective bargaining agreements filed in accordance with Section 1773.1 of the California Labor Code.

5.6.3 Workday
In accordance with the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code, State of California, and in particular Sections 1810 to 1815 inclusive, thereof, eight (8) hours labor shall constitute a days’ work and no laborer, worker, or mechanic in the employ of said Contractor, or any subcontractor doing or contracting to do any part of the Work contemplated by this Agreement, shall be required or permitted to work more than eight (8) hours in any one calendar day, and forty (40) hours in any one calendar week unless compensated at not less than time and a half as set forth in California Labor Code Section 1815. However, if the prevailing wage determination requires a higher rate of pay for overtime than is required under said Section 1815, then the overtime rate must be paid, as specified in California Code of Regulation Title 8, Group 3, Section 16200(a)(3)(F). The Contractor and each subcontractor shall also keep an accurate record showing the names and actual hours worked of all workers employed by DESIGN-ASSIST CONSTRUCTION AGREEMENT 33 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION them in connection with the work contemplated by this Agreement, which record shall be open at all reasonable hours for the inspection of the CITY or its officers or agents and by the Division of Labor Standards Enforcement of the Department of Industrial Relations, their deputies or agents; and it is hereby further agreed that said Contractor shall forfeit as a penalty to the CITY, the sum of the greater of (i) Twenty-Five and No/100 Dollars ($25.00) or (ii) the maximum penalty allowable by statute for each laborer, worker or mechanic employed in the execution of this Agreement by the Contractor or by any subcontractor for each calendar day during which such laborer, worker or mechanic is required or permitted to labor more than eight (8) hours in any one calendar day and forty (40) hours in one calendar week in violation of these provisions.

5.6.4 Labor Discrimination
The Contractor and any subcontractor or subconsultant shall comply with California Labor Code Section 1735, which reads as follows:

Section 1735. “No discrimination shall be made in the employment of persons upon public works because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons, except as provided in Section 12940 of the Government Code, and every contractor for public works violating this Section is subject to all the penalties imposed for violation of this chapter.”
Contractor agrees that it shall not discriminate against any person on account of their sex, race, color, religious creed, ancestry, national origin, disability, medical condition, marital status, age, gender, military or veteran status, genetic information, or sexual orientation in violation of the Fair Employment and Housing Act or the Unruh Civil Rights Act. Upon a final determination by a court of competent jurisdiction that the Grantee has violated either of these Acts, the CITY may, at its option, (1) withhold payments to Contractor under this Agreement until Contractor complies; or (2) suspend or terminate this Agreement. Contractor shall include the provisions of this paragraph in every subcontract, including procurement of materials and lease of equipment, unless specifically exempted by the CITY.

5.6.5 Asbestos Related Work
All work involving asbestos containing material must be performed in accordance with California Labor Code, Sections 6501.5 through 6510, inclusive, and California Administrative Code, Title 8, Section 5208 and all other pertinent laws, rules, regulations, codes, ordinances, decrees and orders.

5.6.6 Compliance with Environmental Laws
During construction, the Contractor shall comply with all pertinent requirements of Federal, State, and local environmental laws and regulations, including, but not limited to, the Federal Clean Air Act, State and local air pollution and noise ordinances, construction site erosion control regulations.

5.6.7 Public Records Act
Ownership and Disclosure
Except as otherwise provided herein, all records, documents, drawings, plans, specifications, and all other information relating to the conduct of CITY’S business, including information submitted by the Contractor (“Records”), shall become the exclusive property of CITY and shall be deemed public records. Said Records are subject to the provisions of the California Public Records Act (Government Code § 6250 et seq.). The CITY’S use and disclosure of its records are governed by this Act. The CITY will use its best efforts to inform the Contractor of any request for any financial records or documents marked “Trade Secret,” “Confidential” or “Proprietary” provided by the Contractor to CITY. The CITY DESIGN-ASSIST CONSTRUCTION AGREEMENT 34 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION will not advise as to the nature or content of documents entitled to protection from disclosure under the California Public Records Act.

Litigation Related to Disclosure
In the event of litigation concerning the disclosure of any Records, CITY’S sole involvement will be as a stakeholder, retaining the Records until otherwise ordered by a court. The submitting party, at its sole expense and risk, shall be fully responsible for any and all fees for prosecuting or defending any action concerning the Records and shall indemnify and hold CITY harmless from all costs and expenses including attorney’s fees in connection with any such action.

Certified Electricians
Workers performing work for an electrical contractor installing, constructing, or maintaining any electrical system covered by the National Electrical Code shall be certified as a General Electrician per California Labor Code Section 3099.

Contractor’s Safety Responsibility
The Contractor shall be solely and completely responsible for conditions of the jobsite, including safety of all persons and property during performance of the Work. This requirement shall apply continuously and not be limited to normal working hours. Safety provisions shall conform to U.S. Department of Labor (OSHA), the California Occupational Safety and Health Act (Cal OSHA), and all other applicable Federal, State, County, and local laws, ordinances, codes, including but not limited to the requirements set forth in Article 12 – SAFETY: PROTECTION OF PERSONS AND PROPERTY, and any regulations that may be detailed in other parts of these Contract Documents. In the event of conflicting requirements, the most stringent requirement as it pertains to the Contractor’s safety responsibility, shall be followed by the Contractor. Refer to Article 12 - SAFETY: PROTECTION OF PERSONS AND

PROPERTY
Nonstandard Working Hours
The Contractor may be required to prosecute the Work at night or outside of the normal working hours defined in Section 01130-1.3.c Hours of Work and Overtime. Such work may be required due to project or operational constraints as defined in Section 01130 or if emergencies arise as provided for in Article

5.5.3-Provisions for Handling Emergencies. When required, ordered, or permitted to work at night, the Contractor shall provide sufficient and satisfactory lighting and other facilities therefore. Except as provided in 5.5.3-Provisions for Handling Emergencies, for work outside of the normal working hours, the Contractor shall receive no extra payment, but compensation shall be considered as having been included in the GMP stipulated for the Work, except for authorized work performed outside of the Agreement.

Cooperation with Other Contractors
This paragraph shall serve as notice to the Contractor that the CITY may allow other contracts for other work at or near the Site of this Work. The Contractor shall afford other Contractors reasonable opportunity for the delivery and storage of their materials and the execution of their work, and shall properly connect and coordinate its work with theirs.

Should construction be under way by other forces or by other Contractors within or adjacent to the limits of the work or in the vicinity of the work to be done under this Agreement, the Contractor shall so conduct its operations as to interfere to the least possible extent with the work of such other forces or Contractors.

DESIGN-ASSIST CONSTRUCTION AGREEMENT 35 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Any difference or conflicts which may arise between the Contractor and any other forces or Contractors, creating delays or hindrance to each other, shall be adjusted as determined by the Construction Manager.

Incorporation of Contract Documents
CONTRACTOR may enter into Subcontracts with various Subcontractors for portions of the Work. The Subcontracts shall require each Subcontractor to assume towards CONTRACTOR all the obligations and responsibilities which CONTRACTOR assumes towards CITY, including the indemnity and insurance requirements, to the extent they apply to the scope of the Subcontractor’s Work. All Subcontracts shall incorporate the terms of this Agreement and the Contract Documents to the extent applicable to the Work to be performed by the Subcontractor. Furthermore, CONTRACTOR shall require its Subcontractors to agree to be bound to CONTRACTOR and CITY in the same manner and to the same extent as CONTRACTOR is bound to CITY under this Agreement. Additionally, CONTRACTOR shall obligate its Subcontractors to comply with these same provisions with respect to any tertiary subcontractor, regardless of tier. A copy of CITY's indemnity and insurance provisions will be furnished to the Subcontractor or a tertiary subcontractor upon request.

Approval of Subcontractors
Those portions of the Construction Work that the CONTRACTOR does not intend to perform with CONTRACTOR's own personnel shall be performed under Subcontracts. A proposed list of Subcontractors shall be submitted to CITY for approval. Proposed Subcontractors will be deemed accepted unless CITY objects in writing within five (5) days after submission by CONTRACTOR.

Commencement of Work
Within five (5) calendar days after execution of the Agreement, written Notice to Proceed will be issued by the City to Contractor. Notwithstanding other provisions of the Agreement, the Contractor shall not be obligated to perform the Work, and the City shall not be obligated to accept or pay for such Work performed by the Contractor, prior to City’s issuance of the Notice to Proceed. The Contractor shall provide the required Agreement bonds and evidences of insurance prior to the City’s execution of this Agreement and prior to commencement of any Work.

The Contractor shall commence execution of the Work within five (5) days after the date established in the Notice to Proceed for the commencement of Contract Time.

The Contractor shall give the Construction Manager written notice not less than five (5) working days in advance of the actual date on which the Work is to begin on the Site (excluding Preconstruction Services performed under the Agreement) will be started. The Contractor shall be entirely responsible for any delay in the Work which may be caused by its failure to give such notice.

Contract Time
All time limits for Substantial Completion, and Final Completion as stated in the Contract Documents are of the essence of the Agreement. The counting of Working or Calendar Days shall begin five (5) Calendar Days from the date of the Notice to Proceed. The Contractor shall prosecute the Work so that DESIGN-ASSIST CONSTRUCTION AGREEMENT 36 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION the various portions of the Work shall be complete and ready for use within the times specified in Exhibit H-COMPLETION TIMES AND LIQUIDATED DAMAGES. It is expressly understood and agreed by and between the Contractor and the City that the Contract Time(s) for Contract Milestones, Substantial Completion of the Work and for Final Completion are reasonable times taking into consideration the average climatic and economic conditions and other factors prevailing in the locality and the nature of the Work known as of the date this Agreement is entered into.

Delays

7.3.1 Notice of Delays
When the Contractor foresees a delay in the prosecution of the Work and, in any event, promptly upon the occurrence of a delay to its Work, the Contractor shall notify the Construction Manager in writing of the occurrence of delay, providing the estimated extent of the delay and its cause. The Contractor shall take immediate steps to prevent or mitigate, if possible, the occurrence or continuance of the delay.

The Contractor agrees that no claim shall be made for any occurrence of delay that is not the subject of a written notice and that is not submitted to the attention of the Construction Manager within ten (10) calendar days of its occurrence. The City may accept a delay with more than ten (10) calendar days of notice if the City finds that the Contract was acting in good faith and the City was not prejudiced by the Contractor's failure to timely provide the required notice.

7.3.2 Non-Excusable Delays
Non-excusable delays in the prosecution of the Work are delays which were caused by the Contractor, or by its subcontractors and suppliers, at any tier level, or delays which could have been avoided by the exercise of care, prudence, and diligence on the part of the Contractor or its subcontractors or suppliers, at any tier level. The Contractor shall receive no compensation or time extension for such delay. The determination of Non-Excusable Delays shall be made solely by the Construction Manager. In the event that the Contractor is not in agreement with the Construction Manager’s decision, the Contractor may appeal the decision by submitting to the City (for consideration), evidence that supports the Contractor’s claim for an Excusable Delay consideration.

7.3.3 Excusable Delays
Excusable Delays in the prosecution or completion of the Work are delays which are not caused by or within the control of Contractor and which could not have been avoided by the exercise of care, prudence, foresight, and diligence on the part of the Contractor or its subcontractors or suppliers, at any tier level. In addition, before a delay will be deemed an “Excusable Delay,” the delay must prevent the Contractor from proceeding with at least seventy-five (75%) percent of the normal labor and equipment force for at least five (5) hours per day toward completion of the current critical activity item(s) on the latest approved progress schedule submitted by Contractor in accordance with the Contract Documents. The Contractor shall receive no compensation for such delay unless such delay also qualifies as a Compensable Delay, as described below. The following are examples of Excusable Delays:

A. Site Availability; Failure or inability of CITY to make available any or all of the Site in accordance with the requirements of the Schedule.

B. Regulatory and Governmental Authority; Failure or inability of CITY or CONTRACTOR to obtain necessary zoning changes, variances, code changes, permits or approvals from any governmental authority, or failure to obtain any street or alley vacations required for the performance of the Work, except to the extent due to the fault or neglect of CONTRACTOR.

DESIGN-ASSIST CONSTRUCTION AGREEMENT 37 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION C. Separate Contractor’s Acts or Omissions; Delays resulting solely from the acts or omissions of Separate Contractors; provided however, only to the extent Separate Contractors perform their work improperly and not in accordance with any applicable critical path schedule.

D. Force Majeure; Delays resulting from Force Majeure.

E. Differing Site Conditions; Differing, unusual or concealed site conditions that could not reasonably have been anticipated by CONTRACTOR in preparing the Schedule.

F. Hazardous Materials; Delays resulting from the existence or discovery of Hazardous Materials on the Site not brought to the site by CONTRACTOR or any Subcontractor.

G. Applicable Laws; Delays resulting from changes in Applicable Laws occurring after the date of execution of this Agreement.

H. CITY Acts or Omissions; Delays occurring solely due to the acts or omissions of CITY and those within the control of CITY, including, but not limited to, Separate Contractors.

I. Abnormal Delays; Delays caused by fire, unusual storms, floods, tidal waves, earthquakes, strikes, labor disputes, freight embargoes, and shortages of materials shall be considered as Excusable Delays insofar as they prevent the Contractor from proceeding with at least seventy-five (75%) percent of the normal labor and equipment force for at least five (5) hours per day toward completion of the current critical activity item(s) on the latest favorably reviewed progress schedule.

J. Weather Delays; Delays caused by inclement weather conditions or the conditions resulting from inclement weather shall be considered as “Excusable Delays” if they prevent the Contractor from proceeding with seventy-five (75%) percent of the normal labor and equipment force engaged in the current critical activity item for a period of at least five (5) hours per day toward completion of such operation or operations, and the crew is dismissed as a result thereof.

K. Material Shortages; Upon the Contractor's submission of satisfactory proof to the Construction Manager, shortages of material may be considered an “Excusable Delay” upon the satisfaction of the conditions set forth herein. The Contractor must demonstrate that the Contractor has made every effort to obtain such materials from all known sources within reasonable reach of the proposed Work. Only the physical shortage of material, caused by unusual and unforeseeable circumstances, will be considered as eligible for an “Excusable Delay,” and no consideration will be given to any claim that the material could not be obtained at a reasonable, practical, or economical cost or price, unless it is shown to the satisfaction of the Construction Manager that such material could have been obtained only at exorbitant prices entirely out of line with current rates, taking into account the quantities involved and usual practices in obtaining such quantities. A time extension for shortage of material will not be considered for material ordered or delivered late or whose availability is affected by virtue of the Contractor’s or its subcontractor’s or supplier’s mishandling of the procurement for such material. The above provisions apply equally to equipment to be installed in the Work. Nothing herein is intended to affect the Contractor also needing to demonstrate that the delay must prevent the Contractor from proceeding with at least seventy-five (75%) percent of the normal labor and equipment force for at least five (5) hours per day toward completion of the current critical activity item(s) on the latest favorably reviewed progress schedule.

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UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION

7.3.4 Compensable Delays
Compensable Delays in the prosecution or completion of the Work are delays which meet each of the following three elements: (1) delays which result from causes beyond the control of the Contractor and which could not have been avoided by the reasonable exercise of care, prudence, and diligence on the part of the Contractor or its subcontractors or suppliers, at any tier level; (2) delays that prevent the Contractor from proceeding with at least seventy-five (75%) percent of the normal labor and equipment force for at least five (5) hours per day toward completion of the current critical activity item(s) on the latest approved progress schedule; and (3) delays that are caused by one of the following three causes:

A. CITY Acts or Omissions; Delays due to the actions and/or inactions of the City, Construction Manager, Designer or any of their agents or employees.

B. Differing Site Conditions; Delays due to differing site conditions as defined in Article

7.3.3.E-DIFFERING SITE CONDITIONS.

C. Separate Contractor’s Acts or Omissions; Delays due to other contractors employed by the City who interfere with the Contractor's prosecution of the Work as defined above.

7.3.5 Concurrent Delays
Concurrent delays are those delay periods when the prosecution of the Work is delayed during the same period of time due to causes from a combination of the delays defined in Article 7.3.2-NON- EXCUSABLE DELAYS, Article 7.3.3-EXCUSABLE DELAYS, or Article 7.3.4-COMPENSABLE DELAYS. During such concurrent delay periods, time extensions will be granted in accordance with Article 7.4-TIME EXTENSIONS; however, the Contractor will be granted a non-compensable time extension, and the City shall not assess its actual costs as defined in Article 7.4.1-NON-EXCUSABLE DELAYS, nor will the City assess Liquidated Damages.

Time Extensions

7.4.1 Non-Excusable Delays
The Contractor shall receive no compensation or time extension for Non-Excusable Delays.

7.4.2 Excusable or Compensable Delays
If the Contractor is delayed in the performance of its Work as defined in Article 7.3.3-EXCUSABLE DELAYS, or Article 7.3.4-COMPENSABLE DELAYS, then the Contract Time(s) will be extended by the City for such time that, the Contractor shows, and the City agrees (which agreement will not be unreasonably withheld), the Project’s critical path completion dates will be delayed, provided that the Contractor strictly fulfills the following:

A. The Contractor shall have provided written notification, in accordance with Article 7.3.1- NOTICE OF DELAYS;
B. The Contractor shall have submitted in writing a request for an extension of time to the Construction Manager stating at a minimum the cause of the delay and the estimated number of days being requested. The Contractor’s request for a time extension shall be submitted within fifteen (15) days of the Contractor furnishing its written notice pursuant to Article 7.3.1-NOTICE OF DELAYS. In the case of an Excusable Delay or Compensable Delay that allegedly is impacting the Contractor’s operations for a period longer than fifteen (15) days, the Contractor shall update its request for a time extension, including updating its time impact analysis, every thirty (30) days until the delay is no longer allegedly impacting the Contractor's operations.

DESIGN-ASSIST CONSTRUCTION AGREEMENT 39 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION C. If the Contractor maintains that the delay at issue is a Compensable Delay, the Contractor shall submit an estimate of the additional compensation for Field Overhead and Indirect Home Office Overhead (per Article 7.4.4-FIELD OVERHEAD AND INDIRECT HOME OFFICE OVERHEAD FOR COMPENSABLE DELAYS that it is seeking in regard to the alleged delay. This estimate shall be included with the Contractor’s request for time extension that is described in paragraph B, above. In the case of a Compensable Delay that allegedly is impacting the Contractor's operations for a period longer than fifteen (15) days, the Contractor shall update its estimate of additional compensation every thirty (30) days until the delay is no longer allegedly impacting the Contractor's operations.

D. If requested by the Construction Manager, the Contractor shall provide sufficient information to the Construction Manager to assess the cause or effect of the alleged delay (as well as additional compensation in the case of Compensable Delay), or to determine if other concurrent delays affected the Work. Such additional information shall be furnished within fifteen (15) days of the Construction Manager's request for additional information.

E. Time extensions due to Excusable or Compensable Delays will be granted only if such delays involve controlling critical path operations which would prevent completion of the whole Work within the specified Contract Time(s), as described in the above conditions for determination of “Excusable Delay” or “Compensable Delay.” Construction Manager will, in writing, approve or reject the Contractor’s request for a time extension within fifteen (15) days of the latter of (i) the Construction Manager’s receipt of the Contractor’s complete request for a time extension; or (ii) the Construction Manager’s receipt of the additional information referenced in paragraph C, above. If Construction Manager does not provide a written response within such fifteen (15) day time period, the Contractor’s request shall be deemed denied by the City.

If the Construction Manager determines that the Contractor is entitled to a time extension, during such approved extension of time, neither extra compensation for inspection and administration nor damages for delay will be charged to the Contractor.

7.4.3 Weather Delays
For Weather Delays, the Contractor will be granted a non-compensable time extension for weather caused delays, pursuant to Article 7.3.3.J-WEATHER DELAYS, over and above an allowance as provided for in Exhibit H-Completion Times and Liquidated Damages. No time extensions for weather delays will be granted until the total number of weather days exceeds this allowance.

Should the Contractor fail to complete the Work within the time specified in the Agreement, as extended in accordance with this clause if appropriate, the Contractor shall pay to the City liquidated damages in accordance with Article 7.5-Liquidated Damages.

7.4.4 Field Overhead and Indirect Home Office Overhead for Compensable Delays The Contractor shall be compensated for field overhead and indirect home office overhead expenses due to Compensable Delays for periods of time when the Work is delayed as defined in Article 7.3.4- COMPENSABLE DELAYS. However, no payment shall be made for compensable delays which occur during a concurrent delay as defined in Article 7.3.5-CONCURRENT DELAYS. As a condition precedent to payment for field overhead and indirect home office overhead, the Contractor must fulfill all conditions as provided in Article 7.4.2-EXCUSABLE OR COMPENSABLE DELAYS. Compensation will be calculated in accordance with 7.4.4.1 and 7.4.4.2 below. No additional markup for overhead or profit shall be provided for such field overhead and indirect home office overhead expenses.

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UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Payment to the Contractor for indirect overhead expenses will be made only if the extended Contract Time period granted for the compensable delay(s) is required to complete the Work following the depletion of the original Contract Time period and any time extensions granted other than compensable time extensions. Payment for field overhead and indirect home office overhead shall be calculated as follows:

Field Overhead
For those allowable delay periods as described in Article 7.4.4-FIELD OVERHEAD AND INDIRECT HOME OFFICE OVERHEAD FOR COMPENSABLE DELAYS, the Contractor shall be reimbursed for its field overhead based on:

A. Actual invoice costs for on-site field offices and temporary utilities as described in Section 015000, TEMPORARY FACILITIES AND UTILITIES.

B. Actual labor costs as shown in Exhibit C, GUARANTEED MAXIMUM PRICE, COST OF WORK AND FEE, for field office staff.

C. Fair rental values acceptable to the Construction Manager as described in Article 9.6-Cost Determination, for construction equipment idled due to the delay.

D. Actual Errors and Omissions insurance costs attributable to delay periods.

Indirect Home Office Overhead
For those delay periods as described in the introduction of Article 7.4.4-FIELD OVERHEAD AND INDIRECT HOME OFFICE OVERHEAD FOR COMPENSABLE DELAYS, the Contractor shall be reimbursed for its indirect home office overhead based on the following formula:
[Guaranteed Maximum Price ($) divided by the Contract Time Period (Calendar Days)] x 0.03 = Daily Indirect Home Office Overhead ($/Calendar Day)
As it is impractical to determine the actual home office overhead, such reimbursement shall encompass full payment for any and all indirect home office overhead expenses for such periods of time for the Contractor and all subcontractors. Distribution of the markup amount among the Contractor and all subcontractors and suppliers is the responsibility of the Contractor.

Liquidated Damages
City and the Contractor recognize that time is of the essence of this Agreement and that the City will suffer financial loss if the Work is not completed within the times specified in Exhibit H-COMPLETION TIMES AND LIQUIDATED DAMAGES, plus any extensions thereof allowed in accordance with Article 7.4-TIME EXTENSIONS. It is hereby understood and agreed that it is and will be difficult and/or impossible to ascertain and determine the actual damage which the City will sustain in the event of and by reason of the Contractor’s failure to fully perform the Work or to fully perform all of its Agreement obligations that have accrued by the times for completion as specified in Exhibit H-COMPLETION TIMES AND LIQUIDATED DAMAGES.

It is, therefore, agreed in accordance with California Government Code Section 53069.85 that the Contractor will forfeit and pay to the City liquidated damages in the amount set forth in Exhibit F, COMPLETION TIMES AND LIQUIDATED DAMAGES, per day for each and every calendar day that expires after the times for completion specified for each construction milestone except as otherwise provided by extension of time pursuant to Article 7.4-TIME EXTENSIONS. It is further understood and agreed in accordance with California Government Code Section 53069.85 that the liquidated damages sum specified in this provision is not manifestly unreasonable under the circumstances existing at the DESIGN-ASSIST CONSTRUCTION AGREEMENT 41 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION time this Agreement was made, and that the City may deduct liquidated damages sums in accordance with this provision from any payments due or that may become due the Contractor.

Liquidated damages will continue to accrue at the stated rate until the completion of any defined completion milestone(s) and Final Completion of Work, all as set forth in Exhibit H, COMPLETION TIMES AND LIQUIDATED DAMAGES. Accrued liquidated damages may be deducted by the City from amounts due or that become due to the Contractor for performance of the Work. Liquidated damages may not be waived or reduced by the City unless expressly waived or reduced in writing by the City.

Guaranteed Maximum Price (“GMP”) and GMP Shared Savings CITY shall pay for CONTRACTOR's performance under this Agreement the Cost of the Work and Fee (as described in Exhibit C-GUARANTEED MAXIMUM PRICE, FEE, AND COST OF WORK hereto); provided, however, that the sum of the Cost of the Work and the Fee shall not exceed the GMP, as adjusted by Change Order/Directive in accordance with the Contract Documents. CONTRACTOR bears the risk of its increased costs due to market price increases (including escalating costs for materials).

Shared Savings
CONTRACTOR shall be compensated for actual work completed based on the Cost of Work and Fee up to the amount of the GMP. If CONTRACTOR’s actual total Cost of the Work and Fee is less than the GMP, upon Final Completion, the CONTRACTOR shall be entitled to receive a negotiated percentage of the GMP Savings as described in Exhibit C-GUARANTEED MAXIMUM PRICE, FEE, AND COST OF WORK hereto. “GMP” Savings shall mean the positive difference, if any, when the actual Total Cost of the Work and Fee is subtracted from the GMP; provided, however, that unused Allowance monies, if any, shall not be subject to shared savings.

Schedule of Values
Contractor will be required to submit a complete schedule of values upon selection of proposal to facilitate contract negotiation within ten (10) days of notice. Schedule of values should set forth the various portions of the Work, and the portions of the GMP allocated to each portion.

Applications for Payment
CONTRACTOR shall deliver to CITY not more than once each month an Application for Payment covering the Cost of Work and Fee applicable to the Work performed during the immediately preceding month. With each Application for Payment CONTRACTOR shall submit such evidence as may be necessary to demonstrate costs incurred on account of Cost of the Work during such month and the percentage of completion of each category of Work. CITY may reject requests for payment, or portions thereof, for Work, or portions thereof, not performed or completed.

Amount of Progress Payments
CITY shall pay CONTRACTOR the actual Cost of the Work and Fee, if any, through the period covered by the Application for Payment, less Retention as set forth in Article 8.6 below, provided that the aggregate payment amount before retention will not exceed the percentage of completion of the Work multiplied by the GMP (excluding items of the GMP not subject to retention). CITY may additionally DESIGN-ASSIST CONSTRUCTION AGREEMENT 42 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION withhold from progress payments such amounts pursuant to stop payment notice claims as required by law and CITY administrative regulation 4.01.

Retention, Escrow Agreement, Final Payment
Five percent (5%) Retention shall be withheld from each progress payment until the expiration of thirty- five (35) days following the recordation of the notice of completion; provided however, CITY shall continue to retain such amount as required by law and/or CITY administrative regulation 4.01.

CONTRACTOR may elect to establish an escrow account for securities in-lieu of the five percent (5%) Retention in a form of escrow agreement compliant with law and subject to approval by the CITY Attorney (form of escrow agreement is attached as Exhibit F–IN LIEU OF SECURITIES ESCROW AGREEMENT. Release of Retention monies shall constitute the Final Payment.

Early Release of Subcontractor Retention. [reserved]
Payment for On-Site and Off-Site Stored Materials.

8.8.1 Payment for Materials:

Payment may be made for those materials delivered to the site but not incorporated in the work to the extent that the materials are included in the Construction Schedule as cost-loaded material delivery activities.

Payment for materials delivered will not be made before the respective shop drawings, installation instructions and O&M manuals have been submitted, reviewed, and accepted in accordance with Section 01330, Submittal Procedures.

To receive payment for materials delivered to the site, but not incorporated in the work, it shall be necessary for the CONTRACTOR to submit to the OWNER, at least 7 days prior to the end of said month, a list of such materials.

At their sole discretion, the OWNER will approve items for which payment as for On-Site and Off-Site Stored Materials is to be made.

The list of materials and invoices shall be clearly identified by referencing the associated activity on the cost loaded schedule.

Payment for materials delivered to the site or a bonded warehouse will be made in an amount equal to the respective suppliers’ invoices(s) for the actual net cost for the item(s) delivered plus delivery charges in accordance with payment terms of the Agreement.

The CONTRACTOR's actual net cost for the materials must be supported by invoices of suppliers.

8.8.2 Proper storage and protection of materials shall be provided by the CONTRACTOR.

Final payment shall be made only for materials actually incorporated in the work and, upon acceptance of the work, all materials remaining for which advance payments had been made shall revert to the CONTRACTOR, unless otherwise agreed, and payments made for these items shall be deducted from the final payment for the work.

Title to Construction Work
CONTRACTOR warrants that title to all Construction Work covered by an Application for Payment shall pass to CITY no later than the time of payment. CONTRACTOR further warrants that upon submittal of an Application for Payment, all Construction Work for which Applications for Payment have been DESIGN-ASSIST CONSTRUCTION AGREEMENT 43 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION previously issued and payments received from CITY shall, to the best of CONTRACTOR's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of CONTRACTOR, Subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials or equipment relating to the Construction Work.

Withholding of Payment
CITY may withhold payment on account of an Application for Payment if required or authorized by any Applicable Law, or to the extent necessary to protect CITY from loss because of:

A. defective Work not remedied;
B. third party claims filed or reasonable evidence indicating probable filing of such claims; C. failure of CONTRACTOR to make payments of undisputed amounts to Subcontractors for labor, materials or equipment;
D. damage to CITY or to a Separate Contractor caused by the fault or neglect of CONTRACTOR to the extent not reimbursed by insurance; or
E. reasonable evidence that the Work will not be Substantially Completed within the Contract Time due to Inexcusable Delay, and that the unpaid balance of the GMP would not be adequate to cover liquidated damages for the anticipated Inexcusable Delay.

Failure of Payment; Interest
In accordance with Public Contract Code §20104.50, CITY shall pay CONTRACTOR interest on any progress payment, which is made by CITY more than thirty (30) days after CITY receives an undisputed and properly submitted written payment request. Said interest shall be equal to the rate set forth in Code of Civil Procedure §685.010(a), and shall begin to accrue upon the expiration of said thirty (30) day period. Any written request for a progress payment which CITY determines to be disputed, improper or not suitable for payment for any reason shall be returned to CONTRACTOR within seven (7) days after receipt by CITY, along with a written statement of the reason or reasons why such request is disputed, improper or not suitable for payment.

Occupancy by CITY Prior to Acceptance
CITY reserves the right to Beneficial Occupancy and without charge by CONTRACTOR. In those areas of the Work which are completed, CITY may store materials, equipment, and supplies, and may perform partial operation.

Substantial Completion
When CONTRACTOR considers the entire Work complete and ready for its intended use, CONTRACTOR shall certify in writing to CITY that the entire Work is substantially complete provide CITY with a Certificate of Substantial Completion. Within a reasonable time thereafter, CITY and CONTRACTOR shall make an inspection of the Work to determine the status of completion. If CITY does not consider the Work substantially complete, CITY will notify CONTRACTOR in writing giving reasons therefor. If CITY considers the Work substantially complete, CITY will accept a corresponding partial Certificate of Substantial Completion. There shall be attached to the Certificate a Punch List of items to be completed or corrected before Final Acceptance and Final Payment.

Final Completion
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UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION When the Work is fully completed, CONTRACTOR shall provide CITY with a Certificate of Final Completion and shall request final inspection in writing. Additionally, CONTRACTOR shall provide legally effective releases or waivers satisfactory to CITY of all lien rights arising out of or liens filed in connection with the Work. Within ten (10) calendar days of receipt of such completed request form, CITY shall make final inspection. If following final inspection, CITY determines that the Work (including all Punch List items) has been fully completed, CITY will process a Notice of Completion. If CITY determines that the Work is not complete after receipt of certification from CONTRACTOR, CONTRACTOR shall be notified in writing of deficiencies. After the deficiencies have been corrected, the procedure for final inspection as set forth above shall again be initiated by CONTRACTOR. In the event CITY determines the Work is fully completed, CITY shall initiate process of attaining a notice of completion.

Waiver of Claims at Final Payment
Acceptance of final payment by CONTRACTOR shall constitute a waiver of all claims by CONTRACTOR, except those previously made in writing and identified as unsettled at the time of final payment.

Construction Allowance Items
CONTRACTOR must have prior written authorization from CITY to begin work on allowance item scope. Upon approval of an invoice for work covered by an allowance item, the CITY shall pay for CONTRACTOR's performance under this Agreement the actual Cost of the Work and Fee (as described in Exhibit D - CONSTRUCTION ALLOWANCE ITEMS AND AMOUNTS hereto). When the approved invoices for the actual Cost of the Work is more or less than the amount of an allowance item, the Contract GMP will be adjusted by Change Order; provided, however, that the sum of the actual total cost of each allowance item shall not exceed the approved Allowance Amount of each, as adjusted by Change Order/Directive in accordance with the Contract Documents.

Contingency [reserved]
Audits and Access to Records.

The Contractor must maintain all books, records, documents, and other evidence directly pertinent to the performance of the Work in accordance with generally accepted accounting principles and practices. The Contractor must also maintain all financial information and data used by the Contractor in the preparation or support of any cost submission, including the Contractor’s estimate, any Change Order, Dispute, Claim, Pay Application, or other request for equitable adjustment. City and its representatives will have access upon five (5) business days advanced written notice, during normal business hours, to all Contractor’s books, summary reports, records, accounts, estimates, documents, detailed financial information, certified payroll records, AIS records and all other information and documentation relevant to the Work for the purposes of inspection, audit, and copying. The Contractor will, at no cost to City, provide reasonable facilities for such access, and inspection purposes. The City will arrange for and pay all costs of copying.

The Contractor agrees to include and make the requirements of this article, applicable to all subcontractors listed in their DESIGNATION OF SUBCONTRACTORS list.

Audits conducted pursuant to this article, will be in accordance with general accepted auditing standards and established procedures and guidelines of the reviewing or audit agency.

The Contractor agrees to provide requested information and reports resulting from access to records to City, subject to execution of an appropriate confidentiality order if requested.

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UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Records must be maintained and made available during the performance of the Work and for four (4) years after Final Payment, and until final settlement of all Disputes or Claims, whichever occurs later.

The right of access provisions of this article, applies to all financial records pertaining to the Agreement:

A. To the extent the records pertain directly to Agreement performance; B. To the extent required for verification of the costs incurred where such costs are the basis for billings pursuant to the Agreement including Change Orders; C. To the extent there is credible evidence that Contractor has violated the federal False Claims Act and the California False Claims Act or that fraud, gross abuse, or corrupt practices may be involved; and
D. If the Agreement is terminated for default or convenience.

Access to records is not limited to the required retention periods. City’s Authorized Representative or designee must be granted access to records at any reasonable time for as long as the records are required to be maintained.

In the event that City's audit determines that Contractor has billed for any costs that are ineligible for reimbursement or for any reason should not have been paid, or the Contractor’s fee has been improperly applied or calculated, Contractor shall promptly refund all improper payments following receipt of City’s written notice and explanation of the alleged overpayments or improper fee and shall be responsible to pay City for the City’s reasonable costs to perform the audit unless the Contractor establishes that the overpayment or improper fee was the result of an unintentional, inadvertent clerical error.

Contract Held Valid.

Any change in the Scope of Work or deviation from the Contract Documents including, without limitation, Extra Work or Omitted Work, shall not invalidate the original Contract, and shall be performed under the terms of the Contract Documents. The difference in cost of the work affected by such change will be added to or deducted from the Guaranteed Maximum Price (GMP), as the case may be.

Execution of Changes
A. Only the Contractor or the City may initiate changes in scope of Work or deviation from Contract Documents.

B. Changes in the Work may be accomplished after execution of the Contract where they are documented by an executed Field Directive, Field Order, or Change Order in accordance with applicable provisions of the Contract Documents.

C. Changes in the Work shall be performed under applicable provisions of the Contract Documents. If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are so changed in a proposed Change Order or Change Directive that application of such unit prices to quantities of Work proposed will cause substantial inequity to CITY or CONTRACTOR, the applicable unit prices for such change order/directive shall be equitably adjusted. No GMP adjustment on account of a Change Order shall include CONTRACTOR's or Subcontractor's profit, Fee, home office overhead or a formula allocation of indirect costs unless otherwise specifically allowed DESIGN-ASSIST CONSTRUCTION AGREEMENT 46 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION hereunder.

D. The prices agreed upon and any agreed upon adjustment in Contract Time shall be incorporated in the written order issued by the City, which shall be written so as to show acceptance on the part of the Contractor as evidenced by its signature. By signature of the Change Order, the Contractor acknowledges that the adjustments to the GMP and Contract Time contained in the Change Order are in full satisfaction and accord and so waives any right to claim any further cost and time impacts at any time during and after completion of the Contract for the changes encompassed by the Change Order.

Definitions

9.3.1 Incidental Work
Incidental work includes reasonably implied parts of the work not shown on Drawings nor described in Specifications, but which is necessary or normally or customarily required as a part of the Work shown on the Drawings or described in the Specifications to provide a complete installation which is fully connected and tied into the existing facilities and processes and is fully functional and operational.

Incidental work shall be treated as if fully described in Specifications and shown on Drawings, and expense thereof shall be included in the Guaranteed Maximum Price (GMP). Incidental work shall be performed by Contractor and included in the Cost of the Work without an increase in the GMP.

9.3.2 Extra Work
New or unforeseen work, or added work of a different character or function; or that involves revisions of the details of the Work on which Contractor based its GMP. If the extra work increases the Contractor’s Cost of the Work and/or time to perform the Work, and is approved by the City via a written Change Order, the GMP and/or Contract Times shall be adjusted as provided in the Contract Documents. Extra Work shall not include Work which is shown, detailed or specified in the Contract Documents or which constitutes “Incidental Work” as defined within the Contract Documents definition above.

Change Directives
Changes in the Work may be directed by a Construction Change Directive prepared and signed by the OWNER’S REPRESENTATIVE. A Construction Change Directive signed by the CONTRACTOR indicates agreement of the CONTRACTOR with the actions specified in the Directive, including the inclusion or absence of an adjustment in Contract Amount or Contract Time or the method for determining them. The following procedures shall apply with respect to Change Directives.

A. Upon receipt of a Change Directive signed by CITY, CONTRACTOR shall promptly proceed with the change in the Work involved and advise CITY of CONTRACTOR's agreement or disagreement with the method, if any, provided in the Change Directive for determining the proposed adjustment in the GMP or the Schedule. If CONTRACTOR receives a written communication signed by CITY which CONTRACTOR believes is a Change Directive but is not so identified, it shall not proceed with the change in the Work until it receives from CITY a written confirmation that such communication is in fact a Change Directive.

B. A Change Directive signed by CONTRACTOR indicates the agreement of CONTRACTOR with the contents thereof, and shall convert the Change Directive to a Change Order.

C. If CONTRACTOR does not respond promptly or disagrees with the method for adjustment in the GMP or Schedule, the method and adjustment shall be determined as provided in these DESIGN-ASSIST CONSTRUCTION AGREEMENT 47 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION contract documents. In such case, CONTRACTOR shall keep and present, in such form as CITY may request, an itemized accounting, together with appropriate supporting data.

D. Pending final determination of cost to CITY, amounts not in dispute shall be included in Applications for Payment. The amount of credit to be allowed by CONTRACTOR to CITY for a deletion or change which results in a net decrease in the GMP shall be actual net cost. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for Fee shall be figured on the basis of net increase, if any, with respect to that change.

E. If CITY and CONTRACTOR do not agree with the adjustment in the Schedule or the GMP, such disagreement shall be submitted for dispute resolution in accordance with the provisions of this Contract.

Contract Modification Procedures

9.5.1 Request for Proposal (RFP)
A. The City may issue a Request for Proposal (RFP) to the Contractor in connection with the City considering an addition to, or deletion from, or other change in the Work. RFPs shall not be deemed to be directions to proceed with any addition, deletion or change to the Work.

B. Whenever the Contractor is required to prepare a cost proposal in response to an RFP, and whenever Contractor is entitled to submit a cost proposal and elects to do so, Contractor shall prepare and submit to City for consideration a cost proposal using a form provided by the CM or the Contractor may submit another form if deemed acceptable to the Construction Manager. All cost proposals must contain a complete breakdown of costs of credits, deducts, and extras; and itemize materials, labor, equipment, special services, taxes, and markups.

All Subcontractor Work shall be so indicated. Individual entries on the Cost Proposal form shall follow the cost items defined in Cost Determination in this Section. The Contractor shall provide all required cost information requested by an RFP within fourteen (14) days after receiving the RFP.

C. Upon receipt of the Contractor's cost proposal, which shall include a detailed itemized breakdown as prescribed in this Section, the Construction Manager will act promptly thereon. If Construction Manager takes no exception to the cost proposal, Construction Manager will prepare Change Order for City and Contractor signatures, provided that City has elected to proceed with the changed Work. If a cost proposal is not acceptable to the Construction Manager, the Construction Manager will indicate to Contractor the unacceptable items in the proposal. Except as otherwise provided in this Section, Contractor shall have seven (7) days in which to respond to Construction Manager with a revised cost proposal.

D. If the parties do not agree on the price or time adjustment in response to an RFP, City may issue a unilateral change order pursuant to the Agreement, Article 9.5.3-FIELD ORDER- FORCE ACCOUNT WORK. Contractor shall perform the changed Work, notwithstanding any claims or disagreements of any nature, with the understanding that it preserves all rights to pursue adjustments to the GMP and/or Contract Time in connection with the change.

E. When the necessity to proceed with a change does not allow the Construction Manager sufficient time to conduct a proper check of the Contractor's cost proposal (or revised cost proposal), Construction Manager may order Contractor to proceed with the change, with the understanding that parties will negotiate in good faith to determine the value of the change at the earliest practical date. In this event, the value of change, with corresponding equitable DESIGN-ASSIST CONSTRUCTION AGREEMENT 48 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION adjustment to the GMP, shall not be more than any increase or less than any decrease proposed by the Contractor's cost proposal.

9.5.2 Field Directive/Supplemental Instruction Resulting from RFI’s, Submittals or other instructions from the Designer and/or City
A. The Contractor may be issued a Field Directive or Supplemental Instructions resulting from an RFI, Submittal or other instructions from the Designer and/or City.

B. If the Contractor is satisfied with Field Directive or Supplemental Instruction and does not request change in the GMP or Contract Time, then the Field Directive or Supplemental Instruction shall be executed by the Contractor without a Change Order.

C. If the Contractor believes the Field Directive/Supplemental Instruction results in additional Cost of the Work or a change in the GMP or Contract Time, then Contractor must notify the Construction Manager within ten (10) days following receipt of Field Directive/Supplemental Instruction and before proceeding with this work. If the Construction Manager considers Contractor's notice to be justified, the instructions of the Field Directive/Supplemental Instructions will be revised or a proposed Change Order will be issued for the City’s consideration. The Contractor shall have no claim for additional compensation or extension of the schedule because of any such additional instructions unless the Contractor provides the Construction Manager written notice thereof within the time frame specified above, unless the City is not Prejudiced by Contractor's untimely notice In addition, the Contractor shall within fifteen (15) days from the date of the Contractor furnishing written notice provide a detailed justification and analysis as well as estimated pricing and Time Impact Analysis to support any request for time extension.

Should the work at issue impact Contractor's operations for a period longer than fifteen (15) days, Contractor shall update its request for additional compensation and/or additional time, every thirty (30) days until the disputed work is no longer allegedly impacting Contractor's operations. In addition, Contractor shall comply with the requirements of the Agreement concerning Records of Disputed Work and Submission of Disputed Work Costs, respectively.

D. Should the Contractor proceed with the work affected before receipt of a response from the Construction Manager, any portion of the work which is not done in accordance with the City's interpretation, clarifications, instructions, or decisions is at Contractor’s risk.

E. If the Contractor and Construction Manager still do not agree on the Field Directive’s impact to the GMP or Contract Time, then Contractor may appeal to the Owner for decision.

If the Owner concurs with the Construction Manager's position, the Contractor will be directed again in writing to make the changes covered in the Field Directive/Supplemental Instructions and Contractor shall do so notwithstanding any claims or disagreements of any nature. Contractor may file a Notice of Potential Claim and Claim in accordance with the Agreement.

9.5.3 Field Order- Force Account Work
A. If either the amount of work or payment for a Change Order cannot be determined or agreed upon beforehand, the City may direct by issuing a unilateral Change Order or Field Order that the work be done on a force account basis. The term "force account" shall be understood to mean that payment for the work will be made based on an accounting of the Contractor's Cost of the Work as described in the Agreement, Exhibit C-Guaranteed Maximum Price, Cost of Work and Fee, and Article 9.6-Cost Determination.

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UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION B. Prior to the commencement of force account work, the Contractor shall notify the Construction Manager of its intent to begin work. The Contractor shall maintain accurate cost records, separate from the cost categories for the balance of the Work, which depict all costs incurred for the authorized force account work. Upon request by the Construction Manager or City, these cost records must be made available for review as provided in the Agreement.

C. All subcontractors that expend labor, equipment and materials on force account work shall record those costs daily by using a form provided by or approved by the Construction Manager. The subcontractor reports, if found to be correct, shall be signed by the subcontractor, Contractor and Construction Manager, or inspector, and a copy of which shall be furnished to the Construction Manager no later than the working day following the subcontractor’s performance of said work. The Daily Extra Work Report sheet shall thereafter be considered the true record of force account work provided by the subcontractor. If the Construction Manager, or inspector, does not agree with the labor, equipment and/or materials listed on the subcontractor's daily force account report, the Construction Manager, or inspector, shall sign-off on the items on which they are in agreement. The Construction Manager shall then review the items of disagreement and will advise the Contractor, in writing, of its determination. If the Contractor disagrees with this determination, it shall have the right to file a claim notice per the Agreement.

D. The Contractor shall maintain its records in such a manner as to provide a clear distinction between the direct costs of subcontractor work paid for on a force account basis and the costs of other operations.

E. To receive partial payments and final payment for force account work, the Contractor shall submit, in a manner approved by the Construction Manager, detailed and complete documented verification of the Contractor's and any of its subcontractor's Costs of the Work involved in the force account pursuant to the pertinent unilateral Change Order or Field Order. Such costs shall be submitted within thirty (30) days after said work has been performed. No payments will be made for work billed and submitted to the Construction Manager after the thirty (30) day period has expired, unless City is not prejudiced by Contractor's untimely billing and submittal of costs.

9.5.4 Construction Change Directive (CCD)
A. CCD is a written order prepared by the Construction Manager and signed by the City, directing a change in the Work and stating a proposed basis for adjustment, if any, in the Contract Price or Contract Time.

B. If at any time the City believes in good faith that a timely Change Order will not be agreed upon using the foregoing procedures, the City may issue a CCD with its recommended cost and/or time adjustment. Upon receipt of CCD, Contractor shall promptly proceed with the change of Work involved and concurrently respond to City's CCD within ten (10) calendar days.

C. Contractor's response must be any one of following:

1. Return CCD signed, thereby accepting City's response, time, and cost.

2. Submit a (revised if applicable) Cost Proposal with supporting documentation (if applicable, reference original Cost Proposal number followed by letter A, B, etc. for each revision), if City so requests.

3. Give notice of intent to submit a Claim as described in the Agreement.

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UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION D. If the CCD provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods:

1. Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation.

2. Unit prices stated in the Contract Documents or subsequently agreed upon.

3. Cost to be determined in a manner agreed by the City and Contractor.

4. Cost to be determined pursuant to Article 9.6-Cost Determination.

E. A CCD signed by Contractor indicates the agreement of Contractor therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order.

F. If Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the method and the adjustment shall be determined by Construction Manager on the basis of reasonable expenditures and savings of those performing the Work attributable to the change including, in case of an increase in the Contract Sum, an allowance for overhead and profit in accordance with Articles 9.6.3 and 9.6.4-Allowable Markups. If the parties still do not agree on the price for a CCD, Contractor may file a Claim in accordance with the Agreement. Contractor shall keep and present, in such form as Construction Manager may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this paragraph shall be limited to those provided in Article 9.6-Cost Determination.

G. Pending final determination of cost to the City, amounts not in dispute may be included in Applications for Payment.

9.5.5 Documentation for All Changes
A. Upon request of the Construction Manager, the Contractor shall provide the following information to support the request for change in cost or time:

1. Copy of original quotations, purchase order or invoices to verify costs included in original pricing.

2. Copy of all quotations, purchase order or actual invoices to support new costs submitted.

3. Copy of all insurance and bond costs resulting from change.

4. Copy of all quantity takeoff sheets for materials, labor and equipment.

5. Certified payroll records.

6. A list of equipment with manufacturer’s name and model number and the alphanumeric designation used in the Equipment Rental Rates prepared by the California Department of Transportation, unless the equipment is included in the Agreement, Exhibit C- Guaranteed Maximum Price, Cost of Work and Fee.

7. Invoices for all non-owned rental equipment.

8. Other information, as reasonably required, to document the labor, equipment and materials used.

B. Correlation of Other Items:

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UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION

1. Contractor shall revise Application for Payment forms to record each authorized Change Order or CCD as a separate line item and adjust the GMP on the next monthly progress billing.

2. Contractor shall revise the Progress Schedules prior to the next monthly pay period to reflect the effects of all authorized Change Orders or CCDs.

3. Contractor shall enter changes in Project Record Documents prior to the next monthly pay period and provide a copy to the Owner with progress billing.

Cost Determination
With respect to Change Orders which increase or decrease the Scope of Work described in Exhibit B- Contractor’s Technical Proposal, are not due to the errors or omissions of CONTRACTOR and are not attributable to Excusable Delays or the contingencies set forth in Article 9.7 below, the GMP shall be increased (or decreased) by the following “Scope Change Costs”:

9.6.1 Contractor’s Direct Cost Categories
The Contractor’s allowed direct costs are found in the Agreement, Exhibit C-Guaranteed Maximum Price, Cost of Work and Fees.

9.6.2 Subcontractor’s Direct Cost Categories
The categories described below are defined to be direct costs for subcontractors at all tier levels.

No other type of costs will be allowable as a direct cost. Direct costs shall not include any labor costs or indirect costs pertaining to the subcontractor's managers or superintendents, their office and engineering staffs, the cost of their offices, facilities, vehicles, or anyone not directly employed on such work, nor small tools (as defined in item C-Subcontractor’s Construction Equipment Rental Cost of this Article

9.6.2) nor supplies. All such items are considered indirect costs which form a part of the Contractor's and subcontractors' overhead expenses.

A. Subcontractor’s Direct Field Labor

1. The cost of labor for workers (including forepersons when authorized by the Construction Manager) used in actual and direct performance of the work by the subcontractor will be the sum of the following:
a. The actual wages paid plus any employer payments to, or on behalf of workers for fringe benefits including health and welfare, pension, vacation and similar purposes.
b. All payments imposed by State and Federal Laws including, but not limited to, workers’ compensation insurance, and social security payments. The rates used for workers’ compensation insurance shall be actual rates paid by the subcontractor for each specific craft and broken down by wage rate if applicable to that craft.
c. General Liability insurance burden, if applied to subcontractor's payroll. By formal submittal, the subcontractor shall provide adequate backup information to Construction Manager to verify this burden rate is indicative of the actual rates paid by the Contractor as a percent of labor.

2. Except as otherwise may be agreed to in writing by the Construction Manager, the DESIGN-ASSIST CONSTRUCTION AGREEMENT 52 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION actual wages and benefits paid for manual classifications of subcontractor's on- site workers will not, in the aggregate, be less than the current applicable wage for each classification as established by the State of California Department of Industrial Relations.

3. Specifically prohibited from the subcontractor’s labor costs are other payroll burden factors such as small tools (as defined in item C below), bonuses of any kind and safety incentives.

4. Subcontractor shall include the actual travel and/or subsistence costs, if any, as a separate line item under the labor cost category. Except as otherwise may be agreed to in writing by the Construction Manager, the actual travel and/or subsistence costs will not be less than established in the State of California Department of Industrial Relations.

B. Subcontractor’s Materials

1. The cost of all materials, including all factory testing, freight and delivery costs of materials, accepted by the City and used in performing the work will be the cost to the subcontractor from the supplier thereof. All discounts for early payment shall accrue to the subcontractor unless the City’s payment to subcontractor is paid to subcontractor before discount payment is due in which case discount savings will be fully credited to City on next progress billing. All rebates and all returns from the sale of surplus materials shall be credited to the Cost of the Work.

2. At the request of the Construction Manager, the subcontractor will obtain more than one quote for materials to be used to complete change order or force account work. Copies of all quotes shall be shown to the Construction Manager.

3. For materials used in construction of the Project which may have additional uses on other projects for the subcontractor’s benefit, such as dimensional lumber, beams and plywood to form concrete or temporary diversion pipes, the subcontractor shall submit a material unit cost to cover use of these types of materials for the approval of the City prior to delivery to the Work Site. This unit cost shall take into account the use of such materials on other past and future projects.

C. Subcontractor’s Construction Equipment Rental Cost

1. The cost of construction machinery and equipment for changes shall be based on fair rental cost or equivalent rental cost of owned equipment. Such costs will be allowed for only those days or hours during which the equipment is in actual use. Payment shall be based on actual rental and transportation invoices but shall not exceed the rental rates listed for such equipment in the State of California Department of Transportation publication entitled "Labor Surcharge and Equipment Rental Rates" which is in effect on the date upon which the work is performed. City-operated equipment rates shall not exceed the rates in the aforesaid Rental Rate publication plus the labor costs as provided in this section.

2. The aforesaid rental rates shall be deemed to include the cost of fuel, power, oil, lubrication, supplies, small tools, necessary attachments, repairs and maintenance of all kinds, depreciation, storage, insurance, labor except for construction equipment operators and any and all costs to the subcontractor incidental to the use of such construction equipment. All equipment must be in good working condition and suitable for the purpose for which it is to be used, as judged solely by the Construction Manager.

Rental time will not be allowed while equipment is inoperative due to breakdowns.

3. Compensation for idle time of equipment through delays caused by the City will be DESIGN-ASSIST CONSTRUCTION AGREEMENT 53 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION made consistent with Section 8-1.09, Right of Way Delays, of the Caltrans Standard Specifications.

4. Small Tools. Individual pieces of equipment or tools having a replacement value of $500 or less, whether or not consumed by use, are considered to be small tools and no rental payment will be made unless it can be demonstrated that the particular item is needed and purchased by the subcontractor solely for the completion of the Change Order work.

5. The rental time to be paid for equipment used to complete change order and force account work will be the time the equipment is in operation on the change order or force account work being performed or an approved outside rental rate from an equipment rental company provided such rental rate was approved by the Construction Manager prior to the equipment’s transportation to the project for use in the change order or force account work.

6. For equipment not already on the project site to complete other portions of the Work, loading and transporting costs will be allowed for equipment approved by the Construction Manager to complete change order or force account work. The cost of transporting equipment in low bed trailers shall not exceed the hourly rates charged by established haulers in the area. The cost of transporting equipment shall not exceed the applicable minimum established rates of the California Department of Transportation.

D. Special Services used by Subcontractor
When the Construction Manager and the Contractor, by agreement, determine that special service or item of extra Work cannot be performed by forces of a subcontractor, service or extra Work item may be performed by a specialist. These types of services will be paid based on current market rates, subject to Construction Manager approval, which approval will not unreasonably be withheld.

9.6.3 Allowable Mark-Ups – Contractor’s Subcontractor(s) The subcontractors shall be entitled to compensation for indirect field and home office overhead costs, and profit for Change Order work. This compensation shall be in the form of markup percentages applied to the direct cost of the Change Order increase or decrease of work, as further described below. The maximum markup which will be allowed for the subcontractor's combined overhead and profit will be:

A. For work by its own organization, the subcontractor may add up to the following percentages:
• Direct Field Labor: 15 percent
• Materials: 10 percent
• Equipment (owned or rented): 10 percent
• Special Services: 10 percent
B. For all such work done by subtier-subcontractors, such sub-subcontractors may add the same percentages as the subcontractor as listed in (9.6.4.A) above to its actual net increase in costs for combined overhead and profit. The subcontractor may then add up to five percent (5%) of the sub-subcontractor's total for its combined overhead and profit. No additional mark-ups will be allowed for further tier-ed subcontracts below a sub- subcontractor.

C. When both additional and deleted work are involved in any one change order, the combined overhead and profit shall be calculated on the basis of the net change, whether an increase or decrease. For Change Order work which results in a net decrease in cost a minimum of five DESIGN-ASSIST CONSTRUCTION AGREEMENT 54 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION percent (5%) markup shall be added by the subcontractor to the sum of the direct labor, materials and equipment as a deduction for overhead, profit, and reduction in bond and insurance. The subcontractor shall not be entitled to nor claim for anticipated profits on work that has been omitted.

D. To the total of the subcontractor’s actual costs and fees allowed herein under, not more than two percent (2%) shall be added for additional bonds, if bonds were required by the Contractor. The compensable percentage for the subcontractor’s bonds shall be based on the subcontractor's actual bond costs, as substantiated through documentation formally submitted to the Construction Manager.

E. The added fixed fees shall be considered to be full compensation, covering the cost of general supervision, overhead, profit, small tools, incidentals and any other general expenses. The above fixed fees represent the maximum limits which will be allowed, and they include, but are not limited, to the subcontractors' indirect field and home office expenses and all other costs for cost proposal preparation, schedule analysis and preparation, operation and maintenance manual documentation, and record documents and change order administration.

9.6.4 Materials On Order at Time of Change Order
If acceptable material is ordered by the subcontractor for the deleted work prior to the date of notification of such deletion by the Construction Manager, and if orders for such material cannot be canceled, the subcontractor will be paid at the actual cost. In such case, the material paid for shall become the property of the City and City will pay for the actual cost of any further handling. If the material is returnable to the vendor, and if the Construction Manager so directs, the material shall be returned and the subcontractor will be paid for the actual costs of charges made by the vendor for returning the material. The actual cost of handling returned material will be paid for by the City.

9.6.5 Disallowed Costs in Change Order and Force Account Work Disallowed subcontractor costs in Change Orders include, but are not limited to:

A. Interest cost of any type other than those mandated by statute; B. Change Order preparation and review costs;
C. Meetings related to Change Orders;
D. Schedule preparation costs;
E. Submittal preparation costs;
F. Accounting and Invoicing costs related to Change Orders; G. Developing and/or updating as-built drawings.

Change Orders on Account of Contingencies
With respect to Change Orders which are attributable to the following contingencies, the GMP shall be adjusted (increased or decreased) by the following “Contingency Costs,'' consisting of the following:

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UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION

9.7.1 Taxes
With respect to new, increases, or decreases in taxes arising after the date of this Agreement (other than taxes assessed based on the income of CONTRACTOR), the Change Order shall consist of the incremental amount of such new, increased or decreased taxes only.

9.7.2 Permit Fees
With respect to increases or decreases in fees for permits or other governmental certificates or instruments arising after the date of this Agreement, the Change Order shall consist of the incremental amount of such increases or decreases. To the extent this Agreement states that a permit or certificate is not required and CONTRACTOR is later required to procure such permit or certificate, all out-of-pocket costs reasonably associated therewith shall be included in the Change Order

Change Orders on Account of Excusable Delays

9.8.1 Construction Delay Costs
With respect to Change Orders, which are attributable to Excusable Delays, and subject to the exceptions set forth in Article 9.8.2 below, the GMP shall be increased by the following “Delay Costs”:

A. Increased allowable labor costs resulting from wage increases paid due to the delay; B. Premiums for overtime and extra shifts incurred in accelerating the Work, but only if acceleration is required in advance by CITY;
C. Additional general conditions costs which would not have been incurred but for the delay (itemized, and not based on a formula allocation);
D. Demobilization and remobilization costs; and
E. Additional items of Cost of the Work attributable to the Excusable Delay and which would not have been incurred but for the Excusable Delay.

9.8.2 Exceptions
With respect to the Excusable Delays described in Article 7.4.2, the following exceptions to the cost provisions of Article 9.8.1 above shall apply:

A. Failure or inability of CITY to make available any or all of the Site in accordance with the requirements of the Schedule is not a compensable delay if such Excusable Delay occurs prior to the commencement of the Construction Work.

B. Failure or inability of CITY or CONTRACTOR to obtain necessary zoning changes, variances, code changes, permits or approvals from any governmental authority; is not a compensable delay if such Excusable Delay occurs prior to the commencement of the Construction Work.

C. Changes in Applicable Laws. Additional compensation shall only be paid if the change in Applicable Law is not a change in law of general application (e.g., CAL/OSHA), but is a change in law specifically affecting the Project.

Change Orders on Account of Differing Site Conditions
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UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION If CONTRACTOR encounters conditions described in Article 7.3.3-Excusable Delays, in addition to the increase in the GMP on account of delay costs incurred by CONTRACTOR (as described in Section

9.8.1), the GMP shall also be increased by the additional Cost of the Work attributable to such conditions which would not have been incurred but for such conditions.

Cost Pricing Data and Access To Records
A. All cost and pricing data submitted by the Contractor with respect to any change, prospective or executed, or any claim for extra compensation shall be a true, complete, accurate and current representation of actual cost and pricing of the work. The Construction Manager may require a formal certification as to cost and pricing data submitted by the Contractor.

B. The Construction Manager shall have access to the records of Contractor and Subcontractors as provided in Article 8.18-Audits and Access to Records.

Time Extensions on Account of Change Orders.

CONTRACTOR shall be entitled to a time extension in connection with any Change Order to the extent its time of performance is extended due to such Change Order. CONTRACTOR shall present to CITY a CPM analysis showing how the Change Order affects the critical path of the Work.

Force Majeure
There shall be no additional compensation to CONTRACTOR on account of Force Majeure.

Correction of Work Prior to Completion
Prior to the date of Final Completion, CONTRACTOR shall correct Work which (a) CITY reasonably rejects as being defective or nonconforming to the requirements of the Contract Documents in a written notice delivered to CONTRACTOR or (b) CONTRACTOR recognizes is defective or nonconforming to the Contract Documents. If other portions of the Work are adversely affected by or are damaged by such defective Work, CONTRACTOR shall also correct, repair or replace such affected or damaged Work, as well as any other property of CITY or others damaged by such defective or nonconforming Work. Prior to the date of Final Completion, the cost of correcting any damaged or defective work shall be paid as a Cost of the Work.

Correction of Work After Completion
For defects identified by CITY and for which CITY has notified CONTRACTOR within a period of twelve (12) months after the date of Final Completion, or within such longer period as may be provided by special warranties contained in the Contract Documents, CONTRACTOR shall re-execute, correct, repair or replace all Work found to be defective or nonconforming to the Contract Documents (whether arising from a construction defect, error, omission or deficiency). If other portions of the Work are adversely affected by or damaged by such defective Work, CONTRACTOR shall also correct, repair or replace such affected or damaged Work, as well as any other property of CITY or others damaged by such defective or nonconforming Work.

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UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Acceptance of Nonconforming Work
If CITY prefers to accept Work, which is not in accordance with the requirements of the Contract Documents, CITY may do so instead of requiring its removal and correction, in which case the GMP will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made.

No Effect on Limitations
Nothing contained in this Article shall be construed to establish a period of limitation with respect to other obligations, which CONTRACTOR may have under the Contract Documents.

Insurance to be provided by CONTRACTOR
CONTRACTOR shall, at all times, maintain in full force and effect at a minimum the insurance required by this section; and CONTRACTOR shall not allow any subcontractor to commence Work until similar insurance required of the subcontractor has been obtained and filed.

Evidence of Coverage
CONTRACTOR shall, at all times, maintain in full force and effect at a minimum the insurance required by this section; and CONTRACTOR shall not allow any subcontractor to commence Work until similar insurance required of the subcontractor has been obtained and filed. An original Certificate of Insurance, and copies of all required endorsements, all in a form approved by the Risk Manager, evidencing all required coverage or policies shall be filed after the award of the bid and prior to approval of the Contract by the City Council. CONTRACTOR shall provide ten (10) Days prior written notice to CITY of any reduction of coverage limits or cancellation of the coverage or policies shall be given to the City of Roseville as Certificate holder.

Qualifying Insurers
With the exception of the State Compensation Insurance Fund, all required insurance policies shall be issued by companies licensed to do business in the State of California and who hold a current policy holders alphabetic and financial size category rating of not less than AVII according to the most recent issue of Best's Insurance Reports.

Summary of Insurance Requirements
Commercial General Liability, automobile liability, and worker's compensation insurance shall be maintained as shown in the table below.

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UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Table 1: Summary of Insurance Required
Coverage Limits
Commercial General Liability
Minor Construction Projects

$2,000,000 each occurrence
$4,000,000 aggregate

Personal Injury:
$2,000,000 each occurrence
$4,000,000 aggregate

Comprehensive Automobile Liability
For bodily injury (including death) and
property damage which provides
Total limits of not less than One Million Dollars
($1,000,000) combined single limits per accident,
applicable to all owned, non-owned, and hired
vehicles

Statutory Workers’ Compensation and
Employer’s Liability Insurance
Limits of not less than One Million Dollars
($1,000,000) per occurrence.

Builder's Risk/Course of Construction
Insurance
All Risk” type of builder's Risk Insurance of the type
covering one hundred percent (100%) of the value of
the Work performed under this Contract

Professional Liability
Submittals prepared by licensed California
Engineer
Limit per claim of at least $2,000,000, and a
$4,000,000 in the aggregate for errors and omissions.

11.4.1 Subcontractors
The minimum amount of insurance coverage for Subcontractors who are NOT Listed Subcontractors in Attachment 3 to the RFP “Statement of Subcontractors” shall be as follows:

The bodily injury, personal injury and property damage liability of the Commercial General Liability insurance shall provide coverage in the following limits of liability: $2,000,000 on account of any one occurrence for bodily injury and property damage, $2,000,000 personal and advertising injury limit with an annual general aggregate limit of not less than $4,000,000, and $2,000,000 products and completed operations aggregate, combined single limit. The Automobile Liability insurance policy shall provide minimum limits of $1,000,000 per accident as a combined single limit arising out of the ownership, maintenance, or use of any owned or non-owned vehicles. These minimum amounts of insurance coverage do not preclude the Contractor from requiring higher limits or additional insurance coverage as it deems necessary.

Furthermore, CONTRACTOR shall require its Subcontractors to agree to be bound to CONTRACTOR and CITY in the same manner and to the same extent as CONTRACTOR is bound to CITY under Section 11.4 and Section 11.5.2 of this Agreement.

Commercial General Liability.

11.5.1 Coverage or Endorsements
The Commercial General Liability policy shall include coverage or endorsements for:

A. Completed operations.

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UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION B. Losses related to independent contractors, products and equipment.

C. Explosion, collapse and underground hazards.

11.5.2 Copies to be Provided
The Commercial General Liability Insurance shall include the following, copies of which shall be provided:

A. Inclusion of the CITY of Roseville, and its officers, agents, employees and volunteers, as additional insured (except for workers’ compensation as respects services or operations under the Contract. The additional insured endorsement for the general liability policy shall be at least as broad as the Insurance Services Office (“ISO”) CG 20 38 04 13 or an equivalent, blanket endorsement or section of the policy. Endorsements must include coverage for on-going and completed operations. Endorsements shall cover the CITY of Roseville, its officers, agents, employees, and volunteers.

B. Cross liability and severability of interest clauses providing that the insurance applies separately to each insured except with respect to the limits of liability.

C. Stipulation that the insurance is primary and noncontributory, as evidenced by a separate endorsement (CG 20 01 04 13 or an equivalent) or section of the policy, and that neither CITY nor its insurers will be called upon to contribute to a loss.

D. Such insurance shall specifically cover the contractual liability of the CONTRACTOR.

E. Any available insurance proceeds in excess of the specified minimum insurance coverage requirements and limits shall be available to the additional insureds. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the full coverage and maximum limits of any insurance proceeds available to the named insureds, whichever is greater.

F. Waiver of subrogation endorsement.

G. CONTRACTOR shall furnish a certificate for the period covered.

11.5.3 Claims Made Coverage – Special Notice
SPECIAL NOTICE - CLAIMS MADE COVERAGE:

Liability insurance coverage may not be written on a “claims made” basis. The Certificate of Insurance must clearly provide that the coverage is on an “occurrence” basis.

Comprehensive Automobile Liability
Comprehensive Automobile Liability for bodily injury (including death) and property damage which provides total limits of not less than One Million Dollars ($1,000,000) combined single limits per accident, applicable to all owned, non-owned, and hired vehicles.

Statutory Workers' Compensation and Employer's Liability Insurance Statutory Workers' Compensation and Employer's Liability Insurance, including a waiver of subrogation endorsement and a Broad Form “All-States” Endorsement for all employees engaged in services or operations under the Contract. The employer's liability insurance shall provide limits of not less than One Million Dollars ($1,000,000) per occurrence. Both the worker's compensation and employer's liability policies shall contain the Insurer's waiver of subrogation in favor of CITY, its officers, agents, employees, and volunteers.

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UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Builder's Risk/Course of Construction Insurance
CONTRACTOR shall be responsible for all loss, damage or destruction whatsoever to the Work called for by this Contract until the approval of a Notice of Completion. CONTRACTOR shall secure “All Risk” type of builder's Risk Insurance of the type covering one hundred percent (100%) of the value of the Work performed under this Contract (the value is presumed to be the Contract amount unless otherwise stated in Supplemental Conditions) and all materials, equipment, or other items to be incorporated therein while the same are located at the construction site, a bonded warehouse, or its place of manufacture. At any time, the policy shall cover the value of the Work completed. The policy shall cover hazards including the losses due to fire, explosion, hail, rain, lightning, flood (separate insurance as needed), vandalism, malicious mischief, wind, collapse, aircraft, and smoke.

The policies providing such insurance shall name CITY as a loss payee as its respective interests may appear, and certified copies of such policies shall be filed with CITY. The maximum deductible allowable under the Builder's All Risk policy shall be five percent (5%) of the Contract amount.

Builder's Risk Insurance is not required for coverage of losses in excess of five percent (5%) of the Contract amount for damages resulting from earthquake in excess of a magnitude of 3.5 on the Richter scale, or tidal waves. Coverage in the amount of five percent (5%) of the Contract amount for such losses is required.

If the project does not involve new or major reconstruction, at the option of CITY, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the CITY’s site.

Contractor’s Pollution Liability Insurance
Contractor’s Pollution Liability Insurance. The Contractor shall obtain Pollution Liability Insurance.

This insurance shall be written in comprehensive form either as a separate policy or as an endorsement to Contractor’s general liability coverage and shall cover liability for bodily injury, property damage, and environmental damage resulting from pollution and related cleanup costs incurred, all arising out of any Work to be performed under the Agreement, including liability for and defense of lawsuits and regulatory actions. Coverage shall be provided for both Work performed on Site, as well as during the transport of hazardous materials. Coverage shall apply to sudden as well as gradual pollution conditions, including without limitation conditions resulting from the escape or release of smoke, vapors, fumes, acids, alkalis, toxic chemicals, liquids, or gases, natural gas, waste materials, or other irritants, contaminants, or pollutants, including asbestos. The liability limits shall be not less than:
• Combined Single Limit for each occurrence: $2,000,000. • General Aggregate: $2,000,000.

If the coverage required is written on a claims-made coverage form:
• The retroactive date must be shown, and this date must be before the award date of the Agreement.
• Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after final payment.
• If coverage is canceled or non-renewed, and not replaced with another claims-made DESIGN-ASSIST CONSTRUCTION AGREEMENT 61 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION policy form with a retroactive date prior to the Agreement award date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after Final Payment.
• A copy of the claims reporting requirements must be submitted to the City for review.

Professional Liability Insurance
All submittals required of the Contractor which are to be prepared by a licensed California engineer shall be prepared only by a licensed engineer who is covered by a professional liability insurance policy issued by a California-admitted carrier or a carrier authorized to do business in California with a Best's rating of A-: VII or better, with an limit per claim of at least $2,000,000, and a $4,000,000 in the aggregate for errors and omissions. Such insurance shall be maintained in effect by said engineer at all times while performing Work on the Project and for at least three (3) years after Final Completion of the Project.

Contractor shall submit an insurance certificate for such engineer prior to beginning Work for approval by the City.

Other Insurance Provisions.

A. The requirements of the Contract Conditions as to types and limits of insurance coverage to be maintained by CONTRACTOR, and any approval of insurance by CITY, are not intended to, and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONTRACTOR pursuant to the Contract, including, but not limited to, the provisions concerning indemnification, nor preclude CITY from taking any other action available to it under any other provision of the Contract or law.

B. CITY acknowledges that some insurance requirements contained in the Contract Conditions may be fulfilled by self-insurance on the part of CONTRACTOR. However, this shall not in any way limit liabilities assumed by CONTRACTOR under the Contract. Any self- insurance must be approved in writing by CITY, in its sole discretion and shall not reduce the limits of liability. Any deductibles or self-insured retentions (“SIR”) must be declared on the certificate of insurance and approved by CITY in writing. Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements. The failure to exercise this right shall not constitute a waiver of such right.

C. CONTRACTOR agrees to include in its contracts with all subcontractors the same requirements and provisions of this Contract, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work.

Furthermore, CONTRACTOR shall require its subcontractors to agree to be bound to CONTRACTOR and CITY in the same manner and to the same extent as CONTRACTOR is bound to CITY under this Contract. Additionally, CONTRACTOR shall obligate its subcontractors to comply with these same provisions with respect to any tertiary subcontractor, regardless of tier. A copy of CITY’S indemnity and insurance provisions will be furnished to the subcontractor or tertiary subcontractor upon request. Alternatively, CONTRACTOR may insure subcontractor(s) under its own policy.

D. CITY, its officers, agents, employees and volunteers are to be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of CONTRACTOR; and with respect to liability arising out of work or operations performed by or on behalf of CONTRACTOR including materials, parts or equipment furnished in connection with such work or operations. Coverage shall not extend to any DESIGN-ASSIST CONSTRUCTION AGREEMENT 62 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under California Insurance Code Section 11580.04. In addition, the insurance policy may not contain language which prohibits additional insureds or other insurers from satisfying the self-insured retention or deductible.

E. The limits of insurance required in this Contract may be satisfied by a combination of primary and excess insurance. Any excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract) before the CITY’S own insurance shall be called upon to protect it as a named insured.

F. In the event CONTRACTOR retains the Architect/Engineer, CONTRACTOR shall require its Architect/Engineer to provide professional liability (errors and omissions) insurance (certificate and additional insured endorsement) in the amount of $2,000,000.

G. CITY RESERVES THE RIGHT TO WITHHOLD ANY PROGRESS PAYMENTS TO

CONTRACTOR IN THE EVENT OF NONCOMPLIANCE WITH ANY INSURANCE REQUIREMENTS.

Payment, Performance and Warranty Bonds
CONTRACTOR shall furnish and deliver to CITY Performance, Labor & Materials, and Warranty Bonds issued by a surety prior to, and as a condition precedent to, commencement of the Construction Work on the Site; provided, however, the Warranty Bond shall be waived if such bond is not required pursuant to CITY’S request for proposals for the Project. The Labor & Materials and Performance Bonds shall be in a penal sum equal to one hundred percent (100%) of the GMP, and the Warranty Bond shall be in the penal sum equal to ten percent (10%) of the GMP. All bonds shall be in the form as set forth in Exhibit G hereto. All premiums for the Performance, Labor & Materials, and Warranty Bonds shall be a Cost of the Work. CITY shall have the right to withhold any payment(s) under this Agreement until CONTRACTOR has fully complied with this sub-section.

Table 2: Summary of Bonding Requirements
Bond Type Requirement
Performance 100% of the Total Contract Price
Labor and Materials 100% of the Total Contract Price
Warranty One year following the date of Final Completion Penal sum equal to ten percent (10%) of the GMP

Indemnification
To the fullest extent allowed by law, CONTRACTOR shall defend, indemnify, and hold harmless, CITY, its officers, employees, agents, and volunteers, and each and every one of them, from and against all actions, damages, claims, losses, expenses or other liabilities of every type and description, including reasonable attorney fees, to which they may be subjected or put, by reason of, or resulting from, the performance of the Work, whether upon or off the Work, including the loss of use thereof, that is caused in whole or in part by willful or reckless misconduct and/or any negligent or wrongful act or omission of CONTRACTOR, any Subcontractor, and anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, whether or not it is caused in part by a party DESIGN-ASSIST CONSTRUCTION AGREEMENT 63 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION indemnified hereunder, except for such claims arising from the sole or active negligence of CITY. The parties intend that this provision shall be broadly construed.

CONTRACTOR’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnity obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.

Contractor’s Responsibility for Site Safety
It is the intent of the parties that CITY is not an exposing, creating, controlling, or correcting employer under California Labor Code Section 6400. In accordance with generally accepted fabrication and construction practices and all applicable Laws and Standards and Codes, CONTRACTOR shall have the authority and be solely and completely responsible for the safety of all property utilized and all persons performing under this Agreement. Moreover, the CONTRACTOR shall be the controlling employer and has the authority and responsibility to enforce safety for all fabrication, construction work, and Work performed under this Agreement.

The services of CITY’S contract administrator, if any, in conducting a review of CONTRACTOR’s performance under this Agreement is not intended to include a review of the adequacy of CONTRACTOR’s work methods, equipment or safety measures. If CITY and/or its contract administrator observes a safety violation related to the CONTRACTOR’s performance under this Agreement, then CITY and/or its contract administrator will report the violation to the CONTRACTOR who is then responsible for assuring the violation is abated.

A. CONTRACTOR shall be responsible for initiating, maintaining and providing supervision of safety precautions and programs in connection with the Work, and shall also comply with any and all insurance carrier-mandated safety requirements and programs.

B. CONTRACTOR is hereby informed that work on this Project could be hazardous.

CONTRACTOR shall carefully instruct all personnel performing under this Agreement in potentially hazardous work areas as to potential dangers and shall provide such necessary safety equipment and instructions as are necessary to prevent injury to personnel and damage to property.

C. All Equipment, Work and materials provided under this Agreement shall be in strict accordance with all applicable Laws and Standards and Codes, and attention is drawn to the requirements of CAL/OSHA.

D. CONTRACTOR shall perform under this Agreement so as not to expose personnel to, or to discharge into the atmosphere from any materials brought to the Site by CONTRACTOR, smoke, dust, asbestos, toxic chemicals or other air contaminants in violation of applicable Laws and Standards and Codes.

E. The Contractor shall indemnify, defend and hold CITY and Construction Manager, Designer, Funding Agencies and their respective officers, officials, employees, agents and volunteers or other authorized representatives harmless to the full extent permitted by law concerning liability related to the Contractor’s safety obligations in accordance with Article 11.14-Indemnification.

F. If death or serious injuries or serious damages occur, the accident shall be reported immediately by telephone or messenger to both the Construction Manager and the CITY. In addition, the Contractor shall furnish the Construction Manager with a copy of the Employer's Report of DESIGN-ASSIST CONSTRUCTION AGREEMENT 64 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Injury immediately following any incident requiring the filing of said report during the prosecution of the Work under this Agreement. The Contractor shall also furnish the Construction Manager with a copy of the Employer’s Report of Injury involving any subcontractors on this Project. The Contractor shall make all reports as are, or may be, required by any authority having jurisdiction, and permit all safety inspections of the Work being performed under this Agreement.

G. If a claim is made by anyone against the Contractor or any subcontractor on account of any accident, the Contractor shall promptly report the facts in writing to the Construction Manager, giving full details of the claim.

Safety Program
The Contractor shall establish, implement, and maintain a written injury prevention program as required by Labor Code Section 6401.7. Before beginning the Work, the Contractor shall file with the Construction Manager a written Contractor Safety Program that provides for the implementation of all of the Contractor’s safety responsibilities in connection with the Work at the Site and the coordination of that program and its associated procedures and precautions with safety programs, precautions and procedures of each of its subcontractors and other Contractors performing work at the Site. The Contractor shall be solely responsible for initiating, maintaining, monitoring, coordinating, and supervising all safety programs, precautions, and procedures in connection with the Work and for coordinating its programs, precautions, and procedures of the other contractors and subcontractors performing the Work at the Site. The Safety Program should contain all the necessary elements for the Contractor to administer its program on the Site
The Contractor’s compliance with requirements for safety and/or the Construction Manager's acceptance for filing of the Contractor’s Safety Program shall not relieve or decrease the liability of the Contractor for safety. The Construction Manager's review of the Contractor’s Safety Program is only to determine if the above listed elements are included in the program. The Contractor’s completion of review of the Safety Program does not confirm adequacy of the Program to protect workers. The Contractor is solely responsible to determine adequacy of the program to protect workers per the applicable Labor Code Section.

Safety Supervisor
The Contractor shall appoint an employee as safety supervisor who is qualified and authorized to supervise and enforce compliance with the Safety Program. The Contractor shall notify the Construction Manager in writing prior to the commencement of work of the name of the person who will act as the Contractor’s safety supervisor and furnish the safety supervisor's resume to the Construction Manager.

The Contractor will, through and with its Safety Supervisor, ensure that all of its employees and its subcontractors of any tier, fully comply with the Project Safety Policies. The Safety Supervisor shall be a full-time employee of the Contractor whose responsibility shall be for supervising compliance with applicable safety requirements on the Site and for developing and implementing safety training classes for all job personnel. The CITY shall have the authority to require removal of the Contractor’s Safety Supervisor if the representative is judged to be improperly or inadequately performing the duties; however, this authority shall not in any way affect the Contractor’s sole responsibility for performing this work safely, nor shall it impose any obligation upon the CITY to ensure the Contractor performs its work safely.

DESIGN-ASSIST CONSTRUCTION AGREEMENT 65 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Applicable Laws
The Contractor shall comply with all applicable laws and regulations of any public body having jurisdiction for the safety of persons or property or to protect them from damage, injury or loss and shall erect and maintain all necessary safeguards for such safety and protection.

Safety Notices
In connection with the performance of the Work, CONTRACTOR shall provide notices and comply with all Applicable Laws bearing on the safety of persons and property and their protection from damage, injury or loss. The Contractor shall notify owners of adjacent property and of underground facilities and utility districts when prosecution of the Work may affect them and shall cooperate with them in the protection, removal, relocation, and replacement of their property.

Reasonable Precautions
CONTRACTOR shall take all precautions and implement all safety measures and requirements imposed by any Applicable Law. Without limiting the generality of the foregoing, CONTRACTOR shall take necessary precautions for the safety of, and shall provide necessary protection to prevent damage, injury or loss to:

A. Employees on the Work and other persons who may be affected thereby; B. The Work and materials and equipment to be incorporated therein, whether in storage on or off the Site under care, custody or control of CONTRACTOR; and C. Other property at the Site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of the Construction Work.

Specific Precautions

12.7.1 Confined Spaces
The Project requires work in confined spaces and requires compliance with CAL/OSHA and Federal OSHA requirements. Confined spaces for the purposes of this article shall be as defined by the Division of Industrial Safety. Work within confined spaces of this Project is subject to the definitions and applicable provisions of Section 5156 et seq., Title 8, Division 1, Chapter 4, Subchapter 7, Group 16, Article 108 of California Code of Regulations, and Title 29 Part 1926 of the Code of Federal Regulations.

In addition, the CITY classifies the following existing facilities as confined space: the interior of pipelines, vaults, manholes, reservoirs and any other such structure or space which is similarly surrounded by confining surfaces as to permit the accumulation of dangerous gases or vapors. The confined spaces are “permit” confined spaces as defined by OSHA and CAL/OSHA and therefore entry is allowed only through compliance with a confined space entry permit program by the Contractor that meets the requirements of 8 C.C.R. Section 5157. While the above-mentioned locations have been identified as permit confined spaces, other permit confined spaces may exist. It shall be the responsibility of the Contractor to identify and classify these confined spaces.

It is anticipated that the Contractor may encounter hazardous conditions within these permit confined spaces which include, but are not limited to the following:

A. Exposure to hydrogen sulfide, methane, carbon dioxide and other gases and vapors DESIGN-ASSIST CONSTRUCTION AGREEMENT 66 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION commonly found in municipal sewers which could have or has the potential of having Immediate Danger to Life or Health Conditions (IDLH).

B. Exposure to atmosphere containing insufficient oxygen to support human life.

C. Exposure to combustible, flammable and/or explosive atmosphere.

D. Exposure to sewage which may contain bacteriological, chemical and other constituents harmful to humans.

E. Work in conditions where engulfment or entrapment may occur.

F. Work in environments which may be slippery and/or have uneven work surfaces.

G. Work in structures where workers may trip, slip and/or fall several feet.

H. Exposure to an oxygen enriched environment.

12.7.2 Excavation Safety
A. Section 6705. In accordance with the provisions of Section 6705 of the Labor Code, the Contractor shall submit, in advance of excavation of any trench or trenches five feet or more in depth, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plans vary from the shoring system standards set forth in the Construction Safety Orders of the Division of Industrial Safety in Title 8, Subchapter 4, Article 6, California Code of Regulations, the plans shall be prepared and signed by a registered civil or structural engineer employed by the Contractor, and all costs therefore shall be included in the price named in the Agreement for completion of the Work as set forth in the Contract Documents. Nothing in this article shall be deemed to allow the use of a shoring, bracing, sloping, or other protective system less effective than that required by the Construction Safety Orders.

Nothing in this article shall be construed to impose a tort liability on the CITY, the Designer, the Construction Manager, nor any of their officers, officials, employees, agents, consultants or volunteers. The CITY’S review of the Contractor’s excavation plan is only for general conformance to the Construction Safety Orders.

Prior to commencing any excavation, the Contractor shall designate in writing to the Construction Manager the "competent person(s)" with the authority and responsibilities designated in the Construction Safety Orders.

B. Section 6707. Pursuant to the provisions of California Labor Code Section 6707, each Proposal submitted in response to this RFBP shall contain, as a separate cost item, adequate sheeting, shoring, and bracing, or equivalent method, for the protection of life or limb in trenches and open excavation, exceeding five (5) feet, which shall conform to applicable safety orders. By entering an amount for this cost item below, the Proposer warrants that its action does not convey tort liability to the City, the Designer, the Construction Manager, the Funding Agencies and their respective officers, employees, agents, and subconsultants.

12.7.1 Equipment Safety Provisions
The completed Work shall include the specified permanent safety devices, such as machinery guards and similar safety items, required by the State and Federal (OSHA) industrial authorities and applicable local and national codes. Further, any features of the Work, including CITY-selected equipment, subject to DESIGN-ASSIST CONSTRUCTION AGREEMENT 67 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION such safety regulations shall be fabricated, furnished, and installed in compliance with these requirements. All equipment furnished shall be grounded and provided guards and protection as required by safety codes. Where vapor-tight or explosion-proof electrical installation is required by safety codes, this shall be provided. Contractors and manufacturers of equipment shall be held responsible for compliance with the requirements included herein. The Contractor shall notify all equipment suppliers and subcontractors of the provisions of this paragraph.

12.7.1 Use of Explosives
Use of explosives is prohibited, unless approved in advance in writing by CITY. CITY may impose reasonable conditions on the use of explosives.

12.7.1 Loading Capacity
The Contractor shall determine safe loading capacities and shall not overload any structure, building, pipe or other existing facility beyond its safe capacity during construction. In addition to any requirements imposed by law, the Contractor shall shore up, brace, underpin and protect as may be necessary all foundations and other parts of all existing structures, facilities and improvements on the Site or adjacent to the Site which are in any way affected by the Contractor’s excavations or other operations connected with the Work. Prior to commencing any work which in any way affects adjoining or adjacent land or buildings thereon, or public utilities, the Contractor shall notify the Construction Manager to discuss responsibilities for properly notifying the owners/occupants of adjacent land and the protective measures taken by the Contractor. Upon request of the Construction Manager, the Contractor shall meet with the recipient of any notice or attend local public meetings as proper public outreach on local impacts caused by completion of the Work should be communicated to any parties that may be affected prior to commencing any work.

Safety Violations
Should the Contractor fail to correct an unsafe condition, the CITY shall have the right to notify the Contractor through the Construction Manager that an unsafe condition may exist and must be corrected or the Work in question can be stopped in accordance with Article 4.6, CITY’s Right to Stop the Work, until the condition is corrected to the satisfaction of the CITY. No extension of time or additional compensation will be granted as a result of any stop order so issued. The notification and suspension of such Work or the failure to provide such notification and suspension by the CITY shall not relieve the Contractor of its sole responsibility and liability for safety and the correction of any unsafe conditions.

The CITY shall have the authority to require the removal from the Project of any worker and the foreman and/or superintendent in responsible charge of the work where safety violations occur. The CITY also delegates such authority to the Construction Manager as well.

Public Safety and Convenience
The Contractor shall conduct its work so as to ensure the least possible obstruction to traffic and inconvenience to the general public and the residents in the vicinity of the Work and to ensure the protection of persons and property. No road or street shall be closed to the public except with the permission of the Construction Manager and the written approval by the proper governmental authority.

Fire hydrants on or adjacent to the Work shall be accessible to firefighting equipment. Temporary provisions shall be made by the Contractor to ensure the use of sidewalks, private and public driveways and proper functioning of gutters, sewer inlets, drainage ditches and culverts, irrigation ditches and natural water courses.

DESIGN-ASSIST CONSTRUCTION AGREEMENT 68 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Emergencies
In an emergency affecting the safety of persons or property, CONTRACTOR shall act, at CONTRACTOR's discretion, to prevent threatened damage, injury or loss. Additional costs or extensions of time caused by CONTRACTOR on account of an emergency not caused by the fault or neglect of CONTRACTOR shall be determined as provided in Article 9.8-Change Orders on Account of Excusable Delay.

Safeguards
CONTRACTOR shall erect and maintain, as required by existing conditions and performance of the Work, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying CITY and users of adjacent sites and utilities, and shall comply fully with the requirements of CAL/OSHA.

Security
CONTRACTOR shall take any and all precautions that may be reasonably necessary to render all portions of the Work, the Site and any adjacent areas affected by the Work secure in all material respects, to decrease the likelihood of accidents, and to avoid vandalism and other contingencies which are liable to delay the Work or give rise to claims or liabilities. CONTRACTOR shall furnish and install all necessary facilities to provide safe means of access to all points where Work is being performed.

CONTRACTOR shall take all precautions and measures as may be reasonably necessary to secure the Project at all hours, including evenings, holidays and non-work hours. Such precautions may include provision of security guards.

Damage to Property at the Site
CONTRACTOR shall be responsible for any and all damage or loss to property at the Site, except to the extent caused by the acts or omissions of CITY or its representatives, agents or employees. The costs and expenses incurred by CONTRACTOR under this Article shall be paid as a Cost of the Work to the extent that such costs and expenses are in excess of or are not covered by required insurance, and to the extent of any deductibles. If such damage or loss is caused by CONTRACTOR, payment of such costs as Cost of the Work shall be limited by the provisions of Article 2.19.4 hereof.

Damage to Property of Others
A. CONTRACTOR shall avoid damage, as a result of CONTRACTOR's operations, to existing sidewalks, curbs, streets, alleys, pavements, utilities, adjacent property, the work of Separate Contractors and the property of CITY. CONTRACTOR shall repair any such damage caused by the operations of CONTRACTOR, which costs shall be paid as a Cost of the Work to the extent that such costs and expenses are in excess of or are not covered by required insurance, and to the extent of any deductible.

B. Failure of CONTRACTOR to Repair Damage. If CONTRACTOR fails to commence the repair of damage to property as set forth in this Article, and/or diligently pursue such repair, then CITY, after ten (10) Days prior written notice to CONTRACTOR (provided CONTRACTOR has not commenced such repair during such ten (10) Day period), may elect to repair such damages with its own forces and to deduct from payments due or to become due to CONTRACTOR amounts paid or incurred by CITY is correcting such damage.

Remedy of Damage
DESIGN-ASSIST CONSTRUCTION AGREEMENT 69 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION CONTRACTOR shall promptly remedy damage and loss to property referred to in Article 12.14-Damage to Property of Others (items B and C) caused in whole or in part by CONTRACTOR, or anyone employed by or in control of CONTRACTOR, or any Subcontractor. All costs incurred by CONTRACTOR in connection with its obligations under this Section shall be cost of the Work, but shall not increase the GMP.

Disputes between CITY and CONTRACTOR
In the event of any dispute arising between CITY and CONTRACTOR regarding any part of the Contract or the Contract Documents, or the Parties’ obligations or performance thereunder, and subject to any claims presentation requirements set forth in the Contract Documents, either Party may institute the dispute resolution procedures set forth herein. The Parties shall continue performance of their respective obligation hereunder notwithstanding the existence of a dispute.

Dispute Resolution Procedures
CONTRACTOR must submit all claims as defined in and in accordance with the claim resolution process set forth in Section 9204 of the Public Contract Code. Each such claim must be sent to CITY by registered mail or certified mail with return receipt requested and must contain reasonable documentation to support the claim. All claims must be received prior to acceptance of the Work and will be handled in accordance with the procedures set forth in Section 9204 of the Public Contract Code.

CONTRACTOR Events of Default
The following shall be considered “CONTRACTOR Events of Default”:

A. If CONTRACTOR fails or neglects to carry out the Work in accordance with the provisions of the Contract Documents, and fails, after seven (7) Days’ notice from CITY, to commence a cure to correct such failure or neglect and thereafter diligently pursue such cure to completion;
B. If CONTRACTOR materially breaches this Agreement and fails, after seven (7) Days’ notice from CITY, to commence a cure to correct such breach and thereafter diligently pursue such cure to completion (such breach to include, but not be limited to, failure to make payment to Subcontractors for materials or labor in accordance with the respective agreements between CONTRACTOR and the Subcontractors or violation of Applicable Laws);
C. If a custodian, trustee or receiver is appointed for CONTRACTOR, or if CONTRACTOR becomes insolvent or bankrupt, is generally not paying its debts as they become due or makes an assignment for the benefit of creditors, or CONTRACTOR causes or suffers an order for relief to be entered with respect to it under applicable bankruptcy law or applies for or consents to the appointment of a custodian, trustee or receiver for CONTRACTOR, or bankruptcy, reorganization, arrangement or insolvency proceedings, or other proceedings DESIGN-ASSIST CONSTRUCTION AGREEMENT 70 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION for relief under any bankruptcy or similar law or laws for the relief of debtors, are instituted by or against CONTRACTOR, and in any of the foregoing cases such action is not discharged or terminated within sixty (60) Days of its institution.

Remedies of CITY upon a CONTRACTOR Event of Default.

14.2.1 Termination of Contract
Upon the occurrence of a CONTRACTOR Event of Default, CITY shall have the right to terminate this Contract upon an additional seven (7) Days written notice to CONTRACTOR, provided that CONTRACTOR has not commenced a cure within such seven (7) Day period.

14.2.2 Without prejudice to any other rights or remedies of CITY, CITY may:

A. Take possession of the Site and of all materials, equipment, tools and construction equipment thereon owned by CONTRACTOR;
B. Accept assignment of Subcontracts; and
C. Finish the work by whatever reasonable method CITY may deem expedient.

D. When CITY terminates the Contract as aforesaid, CONTRACTOR shall not be entitled to receive further payment until the Work is finished. If the unpaid balance of the GMP exceeds costs incurred in finishing the Work, such excess shall be paid to CONTRACTOR, up to the amount due CONTRACTOR for work performed prior to termination. If such costs exceed the unpaid balance of the GMP, CONTRACTOR shall pay the difference to CITY.

Recourse to Payment and Performance Bonds
Upon the occurrence of a CONTRACTOR Event of Default and termination of this Contract by CITY, CITY may call upon the Surety to perform its/their obligations under the Payment and Performance Bonds, if applicable.

Remedies not Exclusive
Except as otherwise provided in this Agreement, no remedy hereunder is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other available legal or equitable remedy, existing now or hereafter. No delay or omission to exercise any right or power accruing shall impair any such right or power nor shall it be construed to be a waiver of any Event of Default or acquiescence therein, and every such right and power may be exercised from time to time as often as may be deemed expedient.

Termination or Suspension for Convenience.

14.5.1 Termination for Convenience.

CITY may, without cause, terminate this Contract, or any portion of Work to be performed hereunder at any time by a notice in writing from CITY to CONTRACTOR for CITY’S convenience. In such case, CITY shall pay to CONTRACTOR all funds due CONTRACTOR for work performed up to the date of termination, plus all demobilization and close-out costs, including, but not limited to, any amounts payable to Subcontractors for early termination, plus reasonable overhead and profit on Work performed.

All funds due hereunder, including unpaid Retention, shall be released within thirty (30) Days of DESIGN-ASSIST CONSTRUCTION AGREEMENT 71 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION termination of the Contract for convenience, subject to any withholding required or authorized by any Applicable Law. In no event shall such amounts owed to CONTRACTOR exceed the GMP.

14.5.2 Suspension for Convenience
CITY may, without cause, order CONTRACTOR in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as CITY may determine. An adjustment shall be made for increases in the cost of performance of the Work, including Fee on the increased cost of performance, caused by the suspension, delay or interruption, in accordance with the Change Order provisions of this Contract. No adjustment shall be made to the extent (1) the performance is, was or would have been so suspended, delayed or interrupted by another cause for which CONTRACTOR is responsible or (2) that an equitable adjustment to the GMP and/or Schedule is made or denied under another provision of this Contract. Adjustments made in the cost of performance may have a mutually agreed fixed or percentage Fee.

Governing Law
This Contract shall be construed with and governed by the laws of the State of California.

Successors and Assigns
CITY and CONTRACTOR respectively bind themselves, their partners, shareholders, successors, assigns and legal representatives to the other Party hereto and to shareholders, successors, assigns and legal representatives of such other Party in respect to covenants, agreements and obligations contained in the Contract Documents. Neither Party shall assign the Contract without the prior written consent of the other.

Notice
Any notices to Parties required by this Agreement shall be delivered or mailed, U.S. first class, postage prepaid, addressed as follows:

If to CITY: If to CONTRACTOR:

City of Roseville
c/o Rana Moore P.E
Associate Engineer
Environmental Utilities – Technical Services
2005 Hilltop Circle, Suite 130
Roseville, CA 95747
[email protected]
(916) 223-2867
Moey, Inc.
c/o Christa Jagnanan
232 3rd Street, #E301
Brooklyn, NY
[email protected]
(718) 237-1496

Address for Notice may be changed by Notice to the other Party.

Modifications
DESIGN-ASSIST CONSTRUCTION AGREEMENT 72 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION No Modifications or Change Orders shall be valid unless in writing and signed by CITY and CONTRACTOR.

Interpretation
Any and all headings of this Agreement are for convenience of reference only and do not modify, define or limit the provisions thereof. Words of any gender shall be deemed and construed to include correlative words of the other gender. Words importing the singular number shall include the plural number and vice versa, unless the context shall otherwise be deemed to include all supplements and/or amendments to any such exhibits or documents entered into in accordance with the terms hereof and thereof. All references to any person or entity shall be deemed to include any person or entity succeeding to the rights, duties and obligations of such person or entity in accordance with the terms of this Agreement. Where reference is made in this Agreement to another Contract Document, the reference refers to that provision as amended or supplemented by the other provisions of the Contract Documents. In the event of any conflict between or among the Contract Documents, the provisions of this Agreement shall govern.

Severability
If any provision of this Agreement is held to be inoperative or unenforceable as applied in any particular case because it conflicts with any other provision hereof or any constitution, statute, ordinance, rule of law or public policy, or for any other reason, such holding shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case, or of rendering any other provision herein contained inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or sections contained in this Agreement shall not affect the remaining portions of this Agreement or any part hereof, and they shall otherwise remain in full force and effect.

Whole Agreement
This Agreement, the Exhibits hereto and the Contract Documents, specifications and Drawings shall constitute the entire agreement between the Parties, and no inducements, considerations, promises or other references shall be implied in this Agreement that are not expressly addressed herein Accounting Records
CONTRACTOR shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Agreement; the accounting and control systems shall be reasonably satisfactory to CITY. CITY and CITY’S accountants shall be afforded access to CONTRACTOR's records, books, correspondence, instructions, drawings, receipts, Subcontracts, vouchers, memoranda and other data relating to this Agreement, and CONTRACTOR shall preserve these for a period of three (3) years after final payment, or for such longer period as may be required by law.

No Waiver
Neither the inspection by CITY or its agents, nor any order or certificate for payment of money, nor payment for, nor acceptance of the whole or any part of the work by CITY, nor any extensions of time, nor any position taken by CITY or its agents shall operate as a waiver of any provision of this Agreement or of any power herein reserved to CITY or any right to damages herein provided, nor shall any waiver of any breach of this Agreement be held to be a waiver of any other or subsequent breach.

CONTRACTOR Shall Assume Risks
DESIGN-ASSIST CONSTRUCTION AGREEMENT 73 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Until the Final Completion or acceptance by CITY of all Work under this Contract, the Work shall be under CONTRACTOR's responsible care and charge. CONTRACTOR shall rebuild, repair, restore and make good all injuries, damages, corrections, and repairs occasioned or rendered necessary by accidental causes of any nature, to all or any portions of the Work, except as otherwise stipulated.

General Liability of CONTRACTOR
Except as otherwise herein expressly stipulated, CONTRACTOR shall perform all the work and furnish all the labor, materials, tools power and light, and appliances, necessary or proper for performing and completing the Work herein required in the manner within the time herein specified. The mention of any specific duty or liability of CONTRACTOR shall not be construed as a limitation or restriction of any general liability or duty of CONTRACTOR and, any reference to any specific duty or liability shall be construed to be the purpose of explanation.

Attorney’s Fees and Venue
If either Party commences any legal action against the other Party arising out of this Agreement or the performance thereof, the prevailing Party shall be entitled to recover its reasonable litigation expenses, including but not limited to, court costs, expert witness fees, discovery expenses, and attorney’s fees.

Any action arising out of this Agreement shall be brought in Placer County, California, regardless of where else venue may lie. To the extent permitted by applicable law, each Party waives any defense that it may have based on lack of in personam jurisdiction or forum nonconveniens.

Third Party Beneficiaries
There are no third party beneficiaries to this Agreement.

IN WITNESS WHEREOF, the CITY of Roseville, a municipal corporation, has authorized the execution of this Agreement in duplicate by its CITY Manager and attested to by its CITY Clerk under the authority of Resolution No. ______, adopted by the Council of the CITY of Roseville on the ___ day of ____________, 20___, and CONTRACTOR has caused this Agreement to be executed.

CITY OF ROSEVILLE,
a municipal corporation:

BY:___________________________

DOMINICK CASEY
City Manager
ATTEST:
its:__President______________
and
BY:___________________________

CARMEN AVALOS
BY:______________________
City Clerk its:__Vice President/Secretary_
APPROVED AS TO FORM:

BY: _______________________

MICHELLE SHEIDENBERGER
City Attorney

___Moey Inc.___________________,
a__S Corporation________________:

BY:______________________
DESIGN-ASSIST CONSTRUCTION AGREEMENT 74 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION APPROVED AS TO SUBSTANCE:

BY: _________________________
RICHARD D. PLECKER
Environmental Utilities Director

DESIGN-ASSIST CONSTRUCTION AGREEMENT 75 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION Exhibit A Assembly Bill 626
Exhibit B Contractor’s Proposal
Exhibit C Guaranteed Maximum Price, Cost of Work, and Fee Exhibit D Construction Allowance Items and Amounts
Exhibit E Hazardous Materials
Exhibit F In Lieu of Securities Escrow Agreement
Exhibit G Bond Forms; Performance, Labor & Materials, and Warranty B onds Note: Warranty Bond requirement may be waived at the option of CITY.

Exhibit H Completion Times and Liquidated Damages
Exhibit I Request for Proposals
Exhibit J Content Manual
Exhibit K Design Book
Exhibit L Graphics Package
Exhibit M Components L ists
Exhibit N Cutsheets

DESIGN-ASSIST CONSTRUCTION AGREEMENT 76 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION EXHIBIT A – ASSEMBLY BILL 626
EXHIBIT A - ASSEMBLY BILL NO. 626
Assembly Bill No. 626

CHAPTER 810

An act to add and repeal Section 9204 of the Public Contract Code, relating to public contracts.

[Approved by Governor September 29, 2016. Filed with Secretary of State September 29, 2016.]

LEGISLATIVE COUNSEL'S DIGEST

AB 626, Chiu. Public contracts: claim resolution.

Existing law applicable to local agency contracts prescribes a process for the resolution of claims related to those contracts of $375,000 or less.

This bill would authorize, if the claimant disputes the public entity’s written response of if the public entity fails to respond to a claim within the time prescribed, the claimant to demand to meet and confer for settlement of the issues in dispute. The bill would require any disputed portion of the claim that remains in dispute after the meet and confer conference to be subject to nonbinding mediation, as specified. The bill would provide that unpaid claim amounts accrue interest at 7% per annum. The bill would prescribe a procedure by which a subcontractor or lower tier contractor may make a claim through the contractor.

By increasing the duties of local agencies and officials, this bill would im
pose a state-mandated local program.

This bill would, on January 1, 2020, repeal the provision establishing the claim resolution process.

DESIGN-ASSIST CONSTRUCTION AGREEMENT 77 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION EXHIBIT A – ASSEMBLY BILL 626
This bill would specify that these provisions constitute a matter of statewide concern.

The California Constitution requires the state to reimburse local agencies and school districts for certain costs mandated by the state.

Statutory provisions establish procedures for making that reimbursement.

The people of the State of California do enact as follows:

SECTION 1. Section 9204 is added to the Public Contract Code, to read: 9204. (a) The Legislature finds and declares that it is in the best interests of the state and its citizens to ensure that all construction business performed on a public works project in the state that is complete and not in dispute is paid in full and in a timely manner. (b) Notwithstanding any other law, including, but not limited to, Article 7.1 (commencing with Section 10240) of Chapter 1 of Part 2, Chapter 10 (commencing with Section 19100) of Part 2, and Article

1.5 (commencing with Section 20104) of Chapter 1 of Part 3, this section shall apply to any claim by a contractor in connection with a public works project.
(c) For purposes of this section:
(1) "Claim" means a separate demand by a contractor sent by registered mail or certified mail with return receipt requested, for one or more of the following:
(A) A time extension, including, without limitation, for relief from damages or penalties for delay assessed by a public entity under a contract for a public works project.
(B) Payment by the public entity of money or damages arising from work done by, or on behalf of, the contractor pursuant to the contract for a public works project and payment for which is not otherwise expressly provided or to which the claimant is not otherwise entitled.
(C) Payment of an amount that is disputed by the public entity. (2) "Contractor" means any type of contractor within the meaning of Chapter 9 (commencing with Section 7000) of Division 3 of the Business and Professions Code who has entered into a direct contract with a public entity for a public works project. (3) (A) "Public entity" means, without limitation, except as provided in subparagraph (B), a state agency, department, office, division, bureau, board, or commission, the California State University, the University of California, a city, including a charter city, county, including a charter county, city and county, including a charter city and county, district, special district, public authority, political subdivision, public corporation, or nonprofit transit corporation wholly owned by a public agency and formed to carry out the purposes of the public agency.
(B) "Public entity" shall not include the following:
(i) The Department of Water Resources as to any project under the jurisdiction of that department.
(ii) The Department of Transportation as to any project under the jurisdiction of that department.
(iii) The Department of Parks and Recreation as to any project under the jurisdiction of that department.
(iv) The Department of Corrections and Rehabilitation with respect to any project under its jurisdiction pursuant to Chapter 11 (commencing with Section 7000) of Title 7 of Part 3 of the Penal DESIGN-ASSIST CONSTRUCTION AGREEMENT 78 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION EXHIBIT A – ASSEMBLY BILL 626
Code.
(v) The Military Department as to any project under the jurisdiction of that department.
(vi) The Department of General Services as to all other projects.
(vii) The High-Speed Rail Authority.
(4) "Public works project" means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind.
(5) "Subcontractor" means any type of contractor within the meaning of Chapter 9 (commencing with Section 7000) of Division 3 of the Business and Professions Code who either is in direct contract with a contractor or is a lower tier subcontractor. (d) (1) (A) Upon receipt of a claim pursuant to this section, the public entity to which the claim applies shall conduct a reasonable review of the claim and, within a period not to exceed 45 days, shall provide the claimant a written statement identifying what portion of the claim is disputed and what portion is undisputed. Upon receipt of a claim, a public entity and a contractor may, by mutual agreement, extend the time period provided in this subdivision.
(B) The claimant shall furnish reasonable documentation to support the claim.
(C) If the public entity needs approval from its governing body to provide the claimant a written statement identifying the disputed portion and the undisputed portion of the claim, and the governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the public entity shall have up to three days following the next duly publicly noticed meeting of the governing body after the 45 -day period, or extension, expires to provide the claimant a written statement identifying the disputed portion and the undisputed portion.
(D)
Any payment due on an undisputed portion of the claim
shall be processed and made within 60 days after the public entity issues its written statement. If the public entity fails to issue a written statement, paragraph (3) shall apply.
(2) (A) If the claimant disputes the public entity's written response, or if the public entity fails to respond to a claim issued pursuant to this section within the time prescribed, the claimant may demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt requested, the public entity shall schedule a meet and confer conference within 30 days for settlement of the dispute.
(B) Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the public entity shall provide the claimant a written statement identifying the portion of the claim that remains in dispute and the portion that i s undisputed. Any payment due on an undisputed portion of the claim shall be p rocessed and made within 60 days after the public entity issues its written statement. Any disputed portion of the claim, as identified by the contractor in writing, shall be submitted to nonbinding mediation, with the public entity and the claimant sharing the associated costs equally. The public entity and claimant shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing . If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. If mediation is unsuccessful, DESIGN-ASSIST CONSTRUCTION AGREEMENT 79 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION EXHIBIT A – ASSEMBLY BILL 626
the parts of the claim remaining in dispute shall be subject to applicable procedures outside this section.
(C) For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board , in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section.
(D) Unless otherwise agreed to by the public entity and the contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Section 20104.4 to mediate after litigation has been commenced.
(E) This section does not preclude a public entity from requiring arbitration of disputes under private arbitration or the Public Works Contract Arbitration Program, if mediation under this section does not resolve the parties' dispute.
(3) Failure by the public entity to respond to a claim from a contractor within the time periods described in this subdivision or to otherwise meet the time requirements of this section shall result in the claim being deemed rejected in its entirety. A claim t hat is denied by reason of the public entity's failure to have responded to a claim, or its failure to otherwise meet the time
requirements of this section, shall
not constitute an adverse finding with regard to the merits of the claim or the responsibility or qualifications of the claimant. (4) Amounts not paid in a timely manner as required by this section shall bear interest at 7 percent per annum.
(5) If a subcontractor or a lower tier subcontractor lacks legal standing to assert a claim against a public entity because privity of contract does not exist, the contractor may present to the public entity a claim on behalf of a subcontractor or lower tier subcontractor. A subcontractor may request in writing, either on his or her own behalf or on behalf of a lower tier subcontractor, that the contractor present a claim for work which was performed by the subcontractor or by a lower tier subcontractor on behalf of the subcontractor. The subcontractor requesting that the claim be presented to the public entity shall furnish reasonable documentation to support the claim.

Within 45 days of receipt of this written request, the contractor shall notify the subcontractor in writing as to whether the contractor presented the claim to the public entity and, if the original contractor did not present the claim, provide the subcontractor with a statement of the reasons for not having done so.
(e) The text of this section or a summary of it shall be set forth in the plans or specifications for any public works project that may give rise to a claim under this section.
(f) A waiver of the rights granted by this section is void and contrary to public policy, provided, however, that (1) upon receipt of a claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the commencement of a civil action or binding arbitration, as applicable; and (2) a public entity may prescribe reasonable change order, claim, and dispute resolution procedures and requirements in addition to the provisions of this section, so long as the contractual provisions do not conflict with or otherwise impair the timeframes and procedures set forth in this section. (g) This section applies to contracts entered into on or after January 1, 2017.
(h) Nothing in this section shall impose liability upon a public entity that makes loans or grants available through a competitive application process, for the failure of an awardee to meet its contractual obligations.
(i) This section shall remain in effect only until January 1, 2020, DESIGN-ASSIST CONSTRUCTION AGREEMENT 80 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION EXHIBIT A – ASSEMBLY BILL 626
and as of that date is repealed, unless a later enacted statute, that is enacted before January 1, 2020, deletes or extends that date.

SEC. 2. The Legislature finds and declares that it is of statewide concern to require a charter city, charter county , or charter city and county to follow a prescribed claims resolution process to ensure there are uniform and equitable procurement practices.

SEC. 3. If the Commission on State Mandates determines that this act contains costs mandated by the state, reimbursement to local agencies and school districts for those costs shall be made pursuant to Part 7 (commencing with Section 17500) of Division 4 of Title 2 of the Government Code.

***END OF EXHIBIT A***

DESIGN-ASSIST CONSTRUCTION AGREEMENT 81 of 111

UTILITY EXPLORATION CENTER EXHIBIT FABRICATION AND INSTALLATION EXHIBIT B - CONTRACTOR’S TECHNICAL PROPOSAL
EXHIBIT B - CONTRACTOR’S PROPOSAL

SCOPE OF WORK from CONTRACTOR’S PROPOSAL
The following sections from Contractor’s Part 1-Technical Proposal and Part 2-Cost Proposal are included here as Scope of Work
Tab A – General Information
Tab B – Firm’s Qualifications
Tab C – Experience and References
Tab D – Audio, Audiovisual, and/or Multimedia
Tab E – Project Understanding
Tab F
– Contractor’s Project Approach and Plan
Tab G – Required Statements/Documents
Tab H
– Exceptions
Tab I – Competency of Proposers
Signed Addendae
Tab J - Revised Cost Proposal
www.moeyinc.com • 718 237-1496 • [email protected]
1 232 3rd Street, #E301
Brooklyn, NY 11215
(718) 237-1496
www.moeyinc.com
[email protected]
contact: Molly Lenore
City of Roseville
Environmental Utilities
RFP#08-106
Utility Exploration Center Exhibit
Fabrication and Installation
Revised Technical Proposal
December 19, 2022
Moey is proud to be a certified Woman Owned Business
Sheet Number
Bart Hays Exhibition Design
1041 Morse Drive
Pacific Grove, CA 93950
612.423.5245 Scale Sheet No.

City of Roseville
RevisionsKey Plan
9/9/2022 Issued for bid
Date
Project Name & No.

Designer
Drawing Name
Roseville Utility Exploration Center Final Design Bid Docs As Noted X-03-2.00
9/9/2022
Roseville Utility Exploration Center
TW, BH
Orientation Concept Drawings
916.746.1750
Roseville, CA 95747
2005 Hilltop Circle, Suite 130 X-03-2.00
Exhibit Description:

03. Welcome and Orientation
Inside the UEC, the exhibits orient visitors
and give them a sense of the complex
system of utilities that connect to each
other and to the customers. Through
improved sightlines, visitors will get
glimpses of the other displays throughout
the space, exciting them to go and
explore.

Interactive stations allow visitors to
reveal the utility networks of Roseville.

Area intro panel briefly introduces the
different utilities of Roseville.

Backlit welcome graphic invites visitors
to explore the RUEC.
3D topographic map of Roseville comes
to life through project-mapped imagery
overlaid on model.
www.moeyinc.com • 718 237-1496 • [email protected]
2 November 14, 2022
Dear City of Roseville:

Moey Inc. is extremely excited about collaborating on the fabrication and installation of exhibits at the Roseville Utility Exploration Center. For more than twenty years, Moey has created world-class exhibits and experiences in a diversity of settings. We work with museums, nature centers, science centers, state parks, the National Park Service, and educational institutions. We would love to help bring the new exhibits at the Roseville Utility Exploration Center to life.

Moey is one of the world’s premier ideation, design, AV, and fabrication companies.

Our diverse staff includes content developers, designers, software programmers, AV technicians, fabricators, artists, and more. And we work closely together in a design studio and fabrication shop in Gowanus, Brooklyn. We are passionate about what we do, and about the institutions, missions, and audiences we serve.

Moey brings experience on projects in the state of California. These include completed work for Storyland and the Fresno Zoo, as well as current conversations with the Modesto Children’s Museum and the Morro Bay State Park Museum of Natural History.

Attached please find our response to the City of Roseville California RFP #08-106, Utility Exploration Center Exhibit Fabrication and Installation. Moey will perform the services and adhere to the requirements described in the RFP. For further information regarding this proposal, please contact me, Molly Lenore, President of Moey Inc: (646) 246-6845; [email protected].

Our team will bring vision, expertise, passion and dedication to this project. We look forward to working with you on outstanding experiences for the visitors of the Roseville Utility Exploration Center!
Sincerely,
Molly Lenore
Harmony of Spheres interactive sculpture
MoMath

Interactive Johnnie Walker Whiskey Tasting Table
Diageo
Connected Worlds over 100’ of interactive space
NY Hall of Science
Global Network Operations Center
AT&T
Game of Thrones archery interactive
HBO
Interactive Garden motion and proximity controlled
Moey Inc

WELCOME TO MOEY
World’s Largest World Cup Scoreboard
Audi

Interactive Cave
John Boyd Thacher State Park Visitor Center
ePod Emergency Response Pod
Google
Sensor Based Bust medical training device
Ipsen Group
Big Mouth interactive sculpture
Moey Inc
Future X Emulator Visualization Lab
Nokia-Bell Labs

WELCOME TO MOEY
www.moeyinc.com • 718 237-1496 • [email protected]
5 TABLE OF CONTENTS
6 Tab A
: General Information
9 Tab B: F
irm’s Qualifications
13 Tab C
: Experience and References
28 Tab D: A
udio, Audiovisual, and/or Multimedia
31 Tab E
: Project Understanding
35 Tab F: C
ontractor’s Project Approach and Plan
41 Tab G: Requir
ed Statements/Documents
50 Tab H: E
xceptions
51 Tab I: C
ompetency of Proposers
52 Appendix
: Key Personnel Resumes
69 Signed A
ddendae

www.moeyinc.com • 718 237-1496 • [email protected]
6 Moey is one of the world’s premier ideation, design, AV, fabrication and new technology companies and we are passionate about storytelling, science, nature, education and technology. Moey Inc. co-founders Molly Lenore and Joey Stein first collaborated at New York’s American Museum of Natural History where they created interactive spaces and large-scale interactive sculptures. Their work was integral in evolving the world-class museum into an immersive multimedia environment.

Their drive to push the limits of technology, and to further improve and inform visitor and user experience, led to the founding of Moey, Inc. in 2003. Moey, Inc. has been in continuous operation providing exhibit design, technology, and fabrication services for nearly 20 years.

In that time, Moey Inc. has created innovative, dynamic and meaningful technology- based exhibits across the country and beyond-for planetariums, science centers, children’s museums, artists, scientists and corporate clients. Additionally, Moey has designed and built numerous exhibits at visitor and nature centers for clients including New York State Parks and the National Park Service.

We provide the following services:
•
Exhibition, Gr
aphic, and Interaction Design
• Cont
ent Development and Writing
• Phot
o Editing and Licensing
• Pr
oject Management
• Full F
abrication capabilities
• AV Int
egration
• 3D Render
ing and Visualizations
• Complet
e Video and Editing capabilities
• Rapid P
rototyping, 3D Printing, Laser Cutting
• Softw
are and Application Development
• Tec
hnology/Interactive/Media Design and Production
• Animation and Special Eff
ects
• Sy
stems Design & Engineering
• Cust
om Hardware and Electronic Development
Moey, Inc. is proud to be a certified women-owned and LGBTQ-owned business.

Moey, Inc. is a corporation in good standing under the laws of New York State.

TAB A: GENERAL INFORMATION
www.moeyinc.com • 718 237-1496 • [email protected]
7 TAB A: GENERAL INFORMATION
Awards
2022 Green Good Design Global Sustainability Award - Lake Minnewaska Visitor Center
2022 NAI Interpretive Media Awards - Lake Minnewaska Visitor Center 2015 Clio Awards - Audi World Cup Scoreboard
2015 The One Show - Print & Outdoor - Audi World Cup Scoreboard 2008 The European Centre Good Design Awards - AT&T Global Network Operations Center
Moey’s in-house team of engineers and fabricators
Moey handles most exhibit fabrication in-house. Our team of carpenters, engineers, model-makers, painters and metalworkers is well equipped to build top notch exhibits. We partner with Coloredge for museum-quality graphics output.

Moey staff includes the following in-house teams:

Exhibit design/detailing: 5 people
AV integration: 2 people
Software development: 2 people
Interactive design: 2 people
Model Makers: 2 people
Engineering: 2 people
Fabrication: 7 people
Content Development: 1 person
Facilities
Audiovisual Technical Services: 1000 sq ft
Equipment: AV Benches for the development and testing of AV equipment Electrical Technical Services, Lighting Technical Services: 500 sq ft Electrical Benches for the development and testing of AC/DC wiring, circuitry, etc.

Exhibit Design/Detailing, Graphic Design, 3D Printing: 1175 sq ft 6 computer work stations with Adobe Creative Cloud, Rhino, Fusion360, AutoCAD and a variety of specialized CAD, CAM, design, media software; 3D Printers Exhibit Fabrication and Cabinetry Work, Sculpted figures and casting, Model Fabrication, Shipping and Installation, Shop set-up area, Custom artwork creation, Artifact mounting: 3420 sq ft
Full fabrication shop for all types of exhibit fabrication. Equipment includes: CNC, www.moeyinc.com • 718 237-1496 • [email protected]
8 TAB A: GENERAL INFORMATION
Laser Cutter, Panel Saw, Table Saw, Horizontal Band Saw, Wide Belt Drum Sander, Miter Saw, Edge Sander, Router Table, Spray Booth, Drill Press, Planer, Jointer Metalworking, welding and finishing: 470 sq ft
Full metal shop with complete fabrication capabilities. Equipment includes:

Tig Welder 1, Tig Welder 2, Mig Welder 1, Mig Welder 2, Horizontal Miter Head Band Saw, Cold Saw, Vertical Belt Sander, Disk Sander, Fixturing Table, Oxy/Acetylene Torch, Drill Press, Magnetic Drill Press
Moey Shop
The fact that Moey is based in Brooklyn, NY, limits the footprint of our shop, but we are extremely efficient, smart, and use every inch of our facilities in the most efficient way possible. We have a modular setup that allows us to reconfigure equipment as needed for each stage of production. Our space can be divided into seven isolated zones to ensure there is no risk of one process disrupting other processes or finished goods.

We are excited to share that Moey recently purchased a building that will add 30,000 square feet to our footprint. This new space is currently undergoing renovation to become a dedicated fabrication and staging facility.
www.moeyinc.com • 718 237-1496 • [email protected]
9 TAB B: FIRM QUALIFICATIONS
Creative Director
Molly Lenore
Exhibit Engineer
Eric Muench
Model Maker
Zoe Logan
Exhibit Detailer
Ian Smith-Foy
Fabrication Shop
Supervisor
Michael West
Exhibit Specialists
Don Hover
Brandon Terrein
Michael DaSilva
AV Producer
Joey Stein
Lighting Technician
Eric Muench
AV Technician
Bruno Kruze
Developer
Ash Tiwari
UX/UI Designer
Kensuke Sato
AV Systems Developer
Michael Cooper
Project Manager
Liz Shaw
Production Manager
T Grossmeyer
Content Developer
Dan Marwit
Exhibit Designer
Molly Orlovich
Graphic Designer
Jennifer Cooke
Design Lead
Molly Lenore
www.moeyinc.com • 718 237-1496 • [email protected]
10 Creative Director - Molly Lenore
Responsible for overall project design, narrative development, and execution.

Founded Moey in 2003.

AV Producer - Joseph Stein
Oversees design and development of all exhibit media and technology, including audiovisual network. Founded Moey in 2003.

Project Manager - Liz Shaw
Responsible for managing communication with client and stakeholders, defining project requirements, and overseeing deliverables and project schedule. Joined Moey in 2015.

Exhibit Designer - Molly Orlovich
Creates exhibit sketches, renders, and elevations at each stage of the design process.

Joined Moey in 2016.

Graphic Designer - Jennifer Cooke
Makes design updates, prepares files for printing, and oversees art acquisition and custom illustration. Joined Moey in 2007.

Content Developer - Dan Marwit
Leads stakeholder interviews and workshops, researches content, develops exhibit narrative and copy for digital and physical elements. Joined Moey in 2018.

Exhibit Engineer - Eric Muench
Oversees all exhibit fabrication and development of construction documents. Joined Moey in 2012.

Exhibit Detailer - Ian Smith-Foy
Develops construction drawings in conjunction with Exhibit Designer and Exhibit Engineer. Joined Moey in 2018.

Production Coordinator - T Grossmeyer
Liaison between design team and fabrication team. Coordinates projects to make sure everything stays on track. Joined Moey in 2018.

TAB B: FIRM QUALIFICATIONS - KEY PERSONNEL
www.moeyinc.com • 718 237-1496 • [email protected]
11 Interaction Engineer - Bruno Kruze
Designs and develops technology experiences. Joined Moey in 2022.

Creative Developer - Ash Tiwari
Develops games and experiences for touchscreen and physical interactives. Joined Moey in 2021.

UX/UI Designer - Kensuke Sato
Develops storyboards, wireframes and user interface designs for digital and interactive media. Joined Moey in 2018.

Systems Architect - Michael Cooper
Designs and implements system architecture for software and hardware projects.

Joined Moey in 2015.

Fabrication Shop Supervisor - Michael West
Oversees fabrication team to ensure that all project needs are met on time and on budget. Joined Moey in 2020.

Model Maker/Sculptor - Zoe Logan
Designs and builds models of natural history subjects in a variety of custom fabrications. Fabricates and installs all exhibit elements. Joined Moey in 2020.

Shop Technician - Don Hover
Fabricates and installs all exhibit elements. Joined Moey in 2020.

Graphics printing - Coloredge
Subcontractor who specializes in high end graphics printing for exhibit environments.

Worked with Moey since 2005.

TAB B: FIRM QUALIFICATIONS - KEY PERSONNEL
www.moeyinc.com • 718 237-1496 • [email protected]
12 Graphic Shop Supervisor
ColorEdge (subcontractor)

Moey, Inc. uses ColorEdge as our graphic production partner for output of museum- quality graphics. They are the approved graphics vendor for the American Museum of Natural History and numerous other world-class institutions.

ColorEdge is the largest provider of visual marketing solutions for premier brands and retailers. Ranked #1 among “2017’s Top Shops” by Wide Format Imaging magazine, ColorEdge uses the most advanced manufacturing technologies and production processes to create high-impact visual spaces for retailers, museums, events, arenas and corporate environments. In addition to large format imaging and digital display solutions, ColorEdge provides end-to-end, full-service creative services including graphic design, pre-media, studio photography, CGI/3D imaging, creative retouching, package prototyping, and digital asset management.

The ColorEdge story, one of excellence and lasting commitment, began in the 1970s, when ColorEdge excelled as a top tier photo processor. Over the next 20 years, they grew to become a powerhouse in visual imaging, serving not just the world’s top luxury brands, but also some of the most discriminating artists, like Annie Leibovitz.

With locations in New York City, Atlanta, Los Angeles and New Jersey, ColorEdge is always up to the task, creatively and logistically.

Our key contact at ColorEdge is Michael Morabito, National Manager of Prepress.

TAB B: FIRM QUALIFICATIONS - SUBCONTRACTOR
www.moeyinc.com • 718 237-1496 • [email protected]
13 PROJECT DETAILS
Location: Kerhonkson, NY
Size: 1500 square feet
Client: Open Space Institute, Peter Karis (845) 489-5401 Completion Date: October 8, 2020
Original Budget: $450,000
Final Cost: $700,000
Moey’s work on the Lake Minnewaska Visitor Center began while Open Space Institute was early in their fundraising process for the project. New exhibits were added to the scope as funds became available. None of the original line items exceeded their original budget.

Key personnel:

In-house:

Exhibit Designers: Molly Lenore, Molly Orlovich
Audio Visual Systems Developer: Joseph Stein
Engineer: Eric Muench
TAB C: LAKE MINNEWASKA VISITOR CENTER
www.moeyinc.com • 718 237-1496 • [email protected]
14 Content Developer: Dan Marwit
Graphic Designer: Jen Cooke
Exhibit Detailer: Ian Smith-Foy
Audio Visual Producer: Kensuke Sato
Fabrication Shop Supervisor: Michael West
Exhibit Specialist (Fabrication): T Grossmeyer
Audio Visual Technician: Michael Cooper
Model-maker/Sculptor: Zoe Logan
Project Manager: Liz Shaw
Subcontracted:

Illustrator: Zachary Snyder
Graphics Printing: ColorEdge, iZone
Graphics Shop Supervisor: Michael Morabito
Exhibit Specialist (Graphics): Tim Kar

PROJECT NARRATIVE
Lake Minnewaska is the centerpiece “sky lake” of the 24,000-acre Minnewaska State Park Preserve, one of New York’s premier parks. Minnewaska’s “preserve” designation entrusts the park to protect the area’s globally unique ecology and nationally recognized human history. The visitor center engages people in discovering interests in these topics and venturing into the park prepared to safely pursue them. Exhibits include a wide variety of engagement types that feature integrated ADA solutions and opportunities for younger and older visitors to explore interests together, all of which is tightly packed into a 1,500sf footprint. Moey designed, built, transported, and installed the exhibit almost entirely with in-house staff.

PRODUCTION INCLUDED
•
ADA
-compliant circulation and physical builds
• Diver
sity of tactile elements, including natural specimens and historic artifacts • Highly robust 3D m
odeling, including of the park topography, an oversized moth, and a before-and after-fire pine cone
• High number of custom m
echanical interactives, including several packed into a unit with pull-out drawers that is itself mechanically interactive • Sev
eral electronic interactives, ranging from push-button audio elements to dynamic touchscreens exploring ecological communities and trail orientation • Managem
ent of subcontractors for illustrations in print graphics, model fabrication and 3D printing
TAB C: LAKE MINNEWASKA VISITOR CENTER
www.moeyinc.com • 718 237-1496 • [email protected]
15 Ecosystems wall and reader rail
Topographic map table with kiosk interactives
TAB C: LAKE MINNEWASKA VISITOR CENTER

www.moeyinc.com • 718 237-1496 • [email protected]
16 Conservation wall and reader rail
Young Explorers table with mechanical interactives on tabletop and in pullout drawers TAB C: LAKE MINNEWASKA VISITOR CENTER
www.moeyinc.com • 718 237-1496 • [email protected]
17 PROJECT DETAILS
Location: Wantagh, NY
Size: Building Interior: 11,500 sq ft; Exterior Porches 6,000 sq ft; Gardens 33,000 sq ft Client: New York State Office of Parks, Recreation, and Historic Preservation, Matthew Davidson, (518) 474-0440
Substantial Completion Date: September 24, 2020. The vast majority of exhibits were installed by this date. Three exhibits required custom-designed and fabricated aquariums. Moey worked with JBENC staff to engineer these items to the center’s specifications, and fabricated them for install in August 2021.

Original Budget: $4,225,000
Final Cost: $4,400,000
A $175,000 contingency was used to add additional models, graphics, and interactives to the exhibits beyond what was included in the original scope. None of the original line items exceeded their original budget.

TAB C: JONES BEACH ENERGY AND NATURE CENTER
www.moeyinc.com • 718 237-1496 • [email protected]
18 Key personnel:

In-house:

Exhibit Designers: Molly Lenore, Molly Orlovich
Audio Visual Systems Developer: Joseph Stein
Engineer: Eric Muench
Exhibit Detailer: Ian Smith-Foy
Fabrication Shop Supervisor: Michael West
Exhibit Specialist (Fabrication): T Grossmeyer
Audio Visual Technician: Michael Cooper
Model-maker/Sculptor: Zoe Logan
Project Manager: Liz Shaw

Roseville City CouncilMarch 15, 2023

Roseville City Council
March 15, 2023