Roseville City Council
March 4, 2026

1 COVER SHEET ELECTIONS
applicable to the

COLLATERAL ANNEX
to the

WSPP AGREEMENT
This Cover Sheet Elections applicable to the Collateral Annex to the WSPP Agreement (“Cover Sheet Elections”) between the Parties dated as of January 16, 2026 is between:

City of Roseville (“Party A”) and
NRG Business Marketing LLC (“Party B”).

This Cover Sheet Elections sets forth the Parties’ agreements to supplement the Collateral Annex and, as the Parties may determine, vary the terms and conditions of the Collateral Annex. To the extent there are any inconsistencies between the terms and conditions of the Collateral Annex, excluding the Cover Sheet Elections, and these Cover Sheet Elections, the Cover Sheet Elections shall prevail.

Terms that are capitalized for reasons other than grammatical reasons shall have the meanings assigned to them in Section 1 of the Collateral Annex.

The Collateral Threshold, Interest Rate, Minimum Transfer Amount and Rounding Amount, shall each be zero (0) unless a different amount is stated below.

I. Collateral Threshold.

Explanatory note: The Beneficiary Party’s exposure due to the other Party’s failure to perform a WSPP Agreement transaction is the sum of (a) the Termination Payment under WSPP Agreement § 22, (b) damages under WSPP Agreement § 21.3, and (c) any further and additional amounts due for rendered performance by the Beneficiary Party to the Posting Party, whether or not invoiced. The Collateral Threshold is the portion, if any, of this exposure that the Parties agree in this Cover Sheet Elections will not be secured with Performance Assurance.

A. Party A Collateral Threshold.

Name of Party A Guarantor, if applicable:

Not Applicable (“Party A Guarantor”)
If a Guarantor is identified, then all references to Party A shall include Party A Guarantor unless otherwise indicated and Party A shall be deemed to have the Credit Rating of Party A Guarantor.
 The Collateral Threshold for Party A shall be $______________; provided, however, that the Collateral Threshold shall be zero in the event of a Material Adverse Change as defined in Part II hereof with respect to Party A.
 The Collateral Threshold for Party A shall be (a) the amount set forth in the chart below under the heading “Collateral Threshold” opposite the Credit Rating for Party A on the relevant date of determination, and if such Credit Ratings shall not be equivalent, the lower Credit Rating shall govern, or (b) zero if on the relevant date of determination none of the rating agencies

2 specified below has a Credit Rating in effect with respect to Party A or in the event of a Material Adverse Change as defined in Part II hereof with respect to Party A:

S&P Moody's Threshold
A- and above A3 and above $25,000,000.00
BBB+ Baa1 $15,000,000.00
BBB Baa2 $10,000,000.00
BBB- Baa3 $2,500,000.00
BBB- and below Baa3 and below $ 0 (zero)
 The Collateral Threshold for Party A shall be (a) the amount set forth in the chart above under the heading “Collateral Threshold” opposite the Credit Rating for Party A on the relevant date of determination, and if such Credit Ratings shall not be equivalent, the higher two Credit Ratings shall govern, or (b) zero if on the relevant date of determination none of the rating agencies specified below has a Credit Rating in effect with respect to Party A or in the event of a Material Adverse Change with respect to Party A.  The Collateral Threshold for Party A shall be the amount of the Guaranty Agreement dated _______________ from Party A Guarantor, as amended from time to time, but in no event shall Party A’s Collateral Threshold be greater than $_________________.

B. Party B Collateral Threshold.

Name of Party B Guarantor, if applicable:

NRG Energy, Inc. (“Party B Guarantor”)
If a Guarantor is identified, then all references to Party B shall include Party B Guarantor unless otherwise indicated and Party B shall be deemed to have the Credit Rating of Party B Guarantor.
 The Collateral Threshold for Party B shall be $________; provided, however, that the Collateral Threshold shall be zero in the event of a Material Adverse Change as defined in Part II hereof with respect to Party B.  The Collateral Threshold for Party B shall be (a) the amount set forth in the chart below under the heading “Collateral Threshold” opposite the Credit Rating for Party B on the relevant date of determination, and if such Credit Ratings shall not be equivalent, the lower Credit Rating shall govern, or (b) zero if on the relevant date of determination none of the rating agencies specified below has a Credit Rating in effect with respect to Party B or in the event of a Material Adverse Change as defined in Part II hereof with respect to Party B:

3 S&P Moody's Threshold
A- and above A3 and above $25,000,000.00
BBB+ Baa1 $15,000,000.00
BBB Baa2 $10,000,000.00
BBB- Baa3 $2,500,000.00
BBB- and below Baa3 and below $ 0 (zero)
 The Collateral Threshold for Party B shall be (a) the amount set forth in the chart above under the heading “Collateral Threshold” opposite the Credit Rating for Party B on the relevant date of determination, and if such Credit Ratings shall not be equivalent, the higher two Credit Ratings shall govern, or (b) zero if on the relevant date of determination none of the rating agencies specified below has a Credit Rating in effect with respect to Party B or in the event of a Material Adverse Change with respect to Party B.  The Collateral Threshold for Party B shall be the amount of the Guaranty Agreement dated _______________ from Party B Guarantor, as amended from time to time, but in no event shall Party B’s Collateral Threshold be greater than $_________________.

II. Material Adverse Change.

A. Party A
A Material Adverse Change shall occur with respect to Party A in the following circumstances:
 (i) Its Credit Rating falls below ____ by S&P or ____ by Moody’s; or (ii) it is given an “issuer rating” by S&P below _____ or by Moody’s below ____; or (iii) it has no Credit Rating by either S&P or Moody’s.  Party A’s creditworthiness, financial responsibility, or performance viability has become unsatisfactory to Party B in Party B’s reasonably exercised discretion with regard to a transaction between the Parties conducted under the WSPP Agreement.
 An Event of Default shall have occurred and is continuing where Party A is the Defaulting Party, or a Potential Event of Default has occurred where Party A is the potentially Defaulting Party, or an Early Termination has occurred or been designated with respect to Party A for which Party A has not satisfied its Obligations.
 Other:_______________________________________________________ B. Party B
A Material Adverse Change shall occur with respect to Party B in the following circumstances:
 (i) Its Credit Rating falls below ____ by S&P or ____ by Moody’s; or (ii) it is given an “issuer rating” by S&P below _____ or by Moody’s below ____; or (iii) it has no Credit Rating by either S&P or Moody’s.

4  Party B’s creditworthiness, financial responsibility, or performance viability has become unsatisfactory to Party A in Party A’s reasonably exercised discretion with regard to a transaction between the Parties conducted under the WSPP Agreement.
 An Event of Default shall have occurred and is continuing where Party B is the Defaulting Party, or a Potential Event of Default has occurred where Party B is the potentially Defaulting Party, or an Early Termination has occurred or been designated with respect to Party B for which Party B has not satisfied its Obligations.
 Other:_______________________________________________________ III. General Credit Assurances.

Explanatory note: If in Part II above either Party elected the second option (Material Adverse Change includes unsatisfactory creditworthiness, financial responsibility, or performance viability) (such election, a “Section 27 Inclusion”), the Parties must make the first election in this Part III. If in Part II the Parties did not elect a Section 27 Inclusion and if they do not make either election in this Part III, then the second election under this Part III shall apply by default.
 Section 27 of the WSPP Agreement applies, provided, that (a) the following phrase is added after the last word of Section 22.1(d): “or in the Collateral Annex to the WSPP Agreement between the Parties,” (b) the following phrase is deleted: “The Second Party’s obligations under this Section 27 shall be limited to a reasonable estimate of the damages to the First Party (consistent with Section 21.3 of this Agreement) if the Second Party were to fail to perform its obligations,” and (c) the phrase “within three (3) Business Days of demand therefore” is revised to state “within one (1) Business Day after receipt of demand therefor.”
 Section 27 of the WSPP Agreement does not apply; Sections 27 and Section 22.1(d) of the WSPP Agreement are inapplicable to WSPP Agreement transactions between the Parties.

IV. Minimum Transfer Amount.

A. Party A Minimum Transfer Amount: $10,000
B. Party B Minimum Transfer Amount: $10,000
V. Rounding Amount.

A. Party A Rounding Amount: $100,000
B. Party B Rounding Amount: $100,000

5 VI. Administration of Cash Collateral.

A. Party A Eligibility to Hold Performance Assurance in form of Cash; Interest Rate.

Note: if neither of the two options immediately below is selected, then Option A shall apply.
 Option A: Party A shall not be entitled to hold Performance Assurance in the form of Cash. Performance Assurance in the form of Cash shall be held solely by a Custodial Bank in accordance with Section 6(b) of the Collateral Annex.
 Option B: Party A shall be entitled to hold Performance Assurance in the form of Cash under Section 6(a)(i), (ii) and (iii) of the Collateral Annex, provided, that no Downgrade Event has occurred with respect to Party A. If Option B is elected, the Parties must complete the following election:

Right of Party B to Rescind Option B:
 Party B shall be entitled to rescind Option B unilaterally, in its sole discretion, such that upon rescission (in accordance with Section 6(a)(iv) of the Collateral Annex) Party A shall not be entitled to hold Performance Assurance in the form of Cash and Section 6(a)(iv) of the Collateral Annex shall become applicable.
 Party B shall not be entitled to rescind Option B unilaterally, in its sole discretion, provided, Party B shall lose its entitlement to hold Performance Assurance in the form of Cash upon the occurrence of any other Downgrade Event under Section 6(a)(iv) of the Collateral Annex.

To the extent Party A is entitled to hold Cash, the Interest Rate payable to Party B on Cash shall be as elected below:

Party A Interest Rate.
 Federal Funds Effective Rate - the rate for that day opposite the caption “Federal Funds (Effective)” as set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System. (If neither Interest Rate box is checked, or the “Other” box is not completed, the Federal Funds Rate specified herein shall apply.)
 Other - ____________
B. Party B Eligibility to Hold Performance Assurance in form of Cash; Interest Rate.

Note: if neither of the two options immediately below is selected, then Option A shall apply.

6  Option A: Party B shall not be entitled to hold Performance Assurance in the form of Cash. Performance Assurance in the form of Cash shall be held solely by a Custodial Bank in accordance with Section 6(b) of the Collateral Annex.
 Option B: Party B shall be entitled to hold Performance Assurance in the form of Cash under Section 6(a)(i), (ii) and (iii) of the Collateral Annex, provided, that no Downgrade Event has occurred with respect to Party B.

If Option B is elected, the Parties must complete the following election:

Right of Party A to Rescind Option B:
 Party A shall be entitled to rescind Option B unilaterally, in its sole discretion, such that upon rescission (in accordance with Section 6(a)(iv) of the Collateral Annex) Party B shall not be entitled to hold Performance Assurance in the form of Cash and Section 6(a)(iv) of the Collateral Annex shall become applicable.
 Party A shall not be entitled to rescind Option B unilaterally, in its sole discretion, provided, Party A shall lose its entitlement to hold Performance Assurance in the form of Cash upon the occurrence of any other Downgrade Event under Section 6(a)(iv) of the Collateral Annex.

To the extent Party A is entitled to hold Cash, the Interest Rate payable to Party B on Cash shall be as elected below:

Party B Interest Rate.
 Federal Funds Effective Rate - the rate for that day opposite the caption "Federal Funds (Effective)" as set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System. (If neither Interest Rate box is checked, or the “Other” box is not completed, the Federal Funds Rate specified herein shall apply.)
 Other - ____________
C. Posting Deadline for Collateral Requirement
The Posting Party shall be required to provide Performance Assurance to cover an outstanding Collateral Requirement under Section 4 of the Collateral Annex no later than close of business on the Local Business Day following the date on which a Demand Notice is received(the “Posting Deadline”), provided, that if the Demand Notice is sent/received after 1 p.m. New York time on that day, then the Posting Deadline shall be 24 hours later.

D. Reduction Deadline for Transfer of Excess Performance Assurance The Beneficiary Party shall be required to transfer Excess Performance Assurance to the Posting Party under Section 5 of the Collateral Annex no later than close of business on the Local Business Day following the date on which demand is received (the “Reduction Deadline”), provided, that if the demand for return of

7 Excess Performance Assurance is sent/received after 1 p.m. New York time on that day, then the Reduction Deadline shall be 24 hours later.

VII. Letters of Credit
A. Definition of LC Issuer:

If the Parties agree that a specific entity shall be an LC Issuer even if may not satisfy the credit rating specified in the definition of LC Issuer set forth in the Collateral Annex, identify such entity here:
_________________________________________________________________ If the Parties agree to a different definition of LC Issuer than the definition specified in the Collateral Annex, state such definition here:
_________________________________________________________________ _________________________________________________________________ _________________________________________________________________ B. Definition of Letter of Credit
 “Letter of Credit” means an irrevocable, non-transferable, standby letter of credit, issued by a Qualified Institution, or other issuer to which the Parties may agree in writing, in a form consistent with the Parties’ agreements stated below and otherwise reasonably acceptable to the Beneficiary Party.

Each Letter of Credit shall contain the following terms and conditions:
 “Letter of Credit” has the following meaning:
____________________________________________________________ ____________________________________________________________ Regardless of the Parties’ election in this Part VII.B above, the Parties may specify here additional terms and conditions that a Letter of Credit shall contain:
_______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ VIII. Notice and other Communications Under Section 10(h) of Collateral Annex Each demand, notice, consent, agreement, approval or other communication required or permitted to be given from one Party to the other Party under the Collateral Annex shall be submitted to the recipient Party at the following address or fax number:

Party A:

Attention: Power Supply and Portfolio Administrator
Street: 116 S. Grant Street
City, State, Zip Code: Roseville, CA 95678
Fax No.: (916) 774-5583
Party B:

Attention: ____________________________
Street: ____________________________
City, State, Zip Code: ____________________________
Email: ____________________________

8 Execution of Cover Sheet Elections:

Party A Party B
City of Roseville NRG Business Marketing LLC
Name of Party: Name of Party
_______________________________ _______________________________ [Sign here] [Sign here]
_______________________________ _______________________________ [Print name] [Print name]
_______________________________ _______________________________ Title Title
Date: __________________________ Date: __________________________

RESOLUTION NO. 26-050

APPROVING THE WESTERN SYSTEMS POWER POOL COLLATERAL ANNEX AND

COVER SHEET ELECTIONS, BY AND BETWEEN THE CITY OF ROSEVILLE AND

TRIOLITH ENERGY FUND, LP, AND AUTHORIZING THE CITY MANAGER

TO EXECUTE THEM ON BEHALF OF THE CITY OF ROSEVILLE
WHEREAS, Roseville Electric Utility has historically used the Western Systems Power Pool (WSPP) Agreement as its standard contractual framework for physical power transactions; and
WHEREAS, the Collateral Annex and Cover Sheet Elections are standardized supplements to that agreement, used to define bilateral credit and collateral obligations with individual counterparties; and
WHEREAS, the Collateral Annex and Cover Sheet Elections to the WSPP Agreement, by and between the City of Roseville and Triolith Energy Fund, LP, have been reviewed by the City Council.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said Western Systems Power Pool Collateral Annex and Cover Sheet Elections are hereby approved and that the City Manager is authorized to execute them on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2026, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:
______________________________
MAYOR
ATTEST:
________________________
City Clerk

Revision November 30, 2009
1 COLLATERAL ANNEX
to the

WSPP AGREEMENT
This Collateral Annex to the WSPP Agreement together with the Cover Sheet Elections (collectively, the “Collateral Annex”), dated as of January 9, 2026, between City of Roseville (“Party A”) and Triolith Energy Fund, LP (“Party B”) (each a “Party” and, collectively, the “Parties”), is applicable to all transactions between the Parties conducted under the WSPP Agreement, including any amendments and annexes thereto agreed between the Parties (collectively, the “WSPP Agreement”).

The Obligations of each Party to the other Party under the WSPP Agreement shall be secured in accordance with the provisions of this Collateral Annex, which sets forth the conditions under which a Party will be required to deliver Performance Assurance and the conditions under which a Party will be required to release and return Performance Assurance.

To the extent there are any inconsistencies between the terms and conditions of the WSPP Agreement and this Collateral Annex, this Collateral Annex shall prevail. To the extent there are any inconsistencies between the terms and conditions of this Collateral Annex, excluding the Cover Sheet Elections, and the Cover Sheet Elections, the Cover Sheet Elections shall prevail.

1. Definitions.

For purposes of this Collateral Annex, the following terms have the meanings set forth below or in the provisions referred to below:
“Beneficiary Party” means, at any time, the Party entitled to receive, or that has received and is the beneficiary of, Performance Assurance provided by, or on behalf of, the Posting Party.
“Business Day(s)” has the meaning stated in section 4.1b of the WSPP Agreement. “Cash” means U.S. dollars held by, or on behalf of, a Party as Performance Assurance and which shall be, for purposes of obtaining and perfecting a security interest hereunder, treated as “money” as defined in the UCC.
“Custodial Bank” means a Qualified Institution that has executed a Deposit Account Agreement.
“Collateral Annex” has the meaning stated in the introductory paragraph of this Collateral Annex.
“Collateral Threshold” means, with respect to a Party, the collateral threshold, if any, set forth in Part I of the Cover Sheet Elections for that Party, or if no amount is set forth for such Party, such amount shall be zero (0).
“Credit Rating” means, with respect to an entity other than a Qualified Institution, but including, as applicable, a Party or its Guarantor, as the case may be, on any date of determination: (a) the rating then assigned to such entity’s (i) unsecured debt (such debt not supported by third-party credit enhancement) or (ii) if such rating in clause (i) is unavailable, its corporate credit rating, in each case as issued by Standard & Poor’s (“S&P”), Moody’s Investors

2 Service (“Moody’s”), or Fitch, Inc. (“Fitch”) or other rating agency or agencies to which the Parties may agree in writing, or (b) other such rating to which the Parties may agree in writing, and as further defined or described by the Parties in the Cover Sheet Elections. With respect to a Qualified Institution, “Credit Rating” refers to the ratings issued to the applicable commercial bank or trust company by S&P or Moody’s. “S&P,” “Moody’s” and “Fitch” each includes its successors.
“Collateral Requirement” has the meaning stated in Section 4(c) of this Collateral Annex. “Dealer” has the meaning stated in Section 4.2b of the WSPP Agreement except that no Party or any parent, subsidiary, or other affiliate of a Party shall be a Dealer for purposes of this Collateral Annex.
“Demand Notice” has the meaning given in Section 4(a) hereof. “Deposit Account” means a demand, time, savings, passbook or similar account maintained with a Qualified Institution and subject to a Deposit Account Agreement, which Deposit Account shall, for purposes of obtaining and perfecting a security interest hereunder, be a “deposit account” as defined in UCC § 9-102.
“Deposit Account Agreement” is an agreement, executed by the Parties and a Custodial Bank with which the Deposit Account is or will be maintained under this Agreement, that provides the Beneficiary Party with control of the Deposit Account within the meaning of UCC § 9-104.
“Defaulting Party” has the meaning stated in Section 22.1 of the WSPP Agreement. “Downgrade Event” has the meaning stated in Section 6(a)(iv) of this Collateral Annex. “Downgraded Party” has the meaning stated in Section 6(a)(iv) of this Collateral Annex. “Early Termination” means a termination of one or more transactions in accordance with Section 22.2 of the WSPP Agreement due to an Event of Default. “Eligible Beneficiary Party” has the meaning stated in Section 6(a)(i) of this Collateral Annex.
“Event of Default” has the meaning stated in Section 22.1 of the WSPP Agreement as modified by Section 3 of this Collateral Annex.
“Guarantor” has the meaning stated in Section 4.7e of the WSPP Agreement and is the entity, if any, identified in Part I of the Cover Sheet Elections. “Interest Rate” has the meaning stated in Part VI of the Cover Sheet Elections. “LC Issuer” means (a) an entity having a capital surplus of at least one billion United States dollars ($1,000,000,000.00) and having a Credit Rating of at least (i) “A-” by S&P and “A3” by Moody’s, if such entity is rated by S&P and Moody’s, or (ii) “A-” by S&P or “A3” by Moody’s, if such entity is rated by either S&P or Moody’s, but not both, or (b) any other entity to which the Parties agree in the Cover Sheet Elections or otherwise in writing, provided, that the

3 Parties may agree to another definition of LC Issuer in Part VII of the Cover Sheet Elections or otherwise in writing, which other definition shall supercede the foregoing. “Letter of Credit” means an irrevocable, non-transferable, standby letter of credit, issued by a LC Issuer in a form consistent with the Parties’ agreements stated in Part VII of the Cover Sheet Elections and which letter of credit is otherwise reasonably acceptable to the Beneficiary Party.
“Letter of Credit Default” means with respect to an outstanding Letter of Credit and prior to the time such Letter of Credit is required to be canceled or returned to a Party in accordance with the terms of this Collateral Annex, the occurrence of any of the following events: (a) the issuer of the Letter of Credit has failed to satisfy the criteria of a LC Issuer under this Collateral Annex, the Cover Sheet Elections, or other agreements of the Parties, as applicable; (b) the LC Issuer has failed to comply with or perform its obligations under such Letter of Credit, including, but not limited to a failure to comply with a request to draw thereon in accordance with its terms; (c) the LC Issuer has disaffirmed, disclaimed, repudiated or rejected, in whole or in part, or challenged the validity of, such Letter of Credit; (d) such Letter of Credit has expired or terminated, or has failed or ceased to be in full force and effect at any time during the term of any transaction under the WSPP Agreement for which Performance Assurance is required to be kept in full force and effect hereunder, in any such case without replacement within three (3) Business Days following the date such Letter of Credit expired, terminated or failed or ceased to be in full force and effect; (e) the LC Issuer has initiated or become subject to, or any other party has initiated against LC Issuer (i) a bankruptcy, reorganization, moratorium, liquidation or similar insolvency proceeding under federal or state law, (ii) a similar proceeding for relief under any federal or state bankruptcy or insolvency law affecting creditor’s rights, or (iii) a proceeding to liquidate or wind-up the business or affairs of the LC Issuer; (f) the LC Issuer makes an assignment for the benefit of creditors; or (g) the LC Issuer admits in writing its inability to pay its debts generally as they become due.
“Material Adverse Change” has the meaning stated, for the applicable Party, in Part II of the Cover Sheet Elections.
“Minimum Transfer Amount” means, with respect to a Party, the amount set forth in Part IV of the Cover Sheet Elections for such Party, or if no amount is filled in for such Party, such amount shall be zero (0).
“Non-Performing Party” has the meaning stated in Section 21.3 of the WSPP Agreement.
“Obligations” means, with respect to a Posting Party (a) all debts, liabilities and amounts due or that may become due from the Posting Party to the Beneficiary Party pursuant to (i) the WSPP Agreement, (ii) all outstanding Confirmation Agreements between the Parties under the WSPP Agreement, (iii) this Collateral Annex, (iv) any Security Agreement and (v) any other documents, instruments or agreements executed in connection therewith; and (b) all amounts owed under any modifications, renewals or extensions of the foregoing. “Party” and “Parties” have the respective meanings stated in the introductory paragraph of this Collateral Annex.
“Performance Assurance” means collateral in the form of (i) Cash (whether posted directly with a Beneficiary Party or the Custodial Bank in a Deposit Account, (ii) a Letter of

4 Credit, or (iii) other security in form and subject to terms and conditions that are acceptable to the Beneficiary Party in its sole and absolute discretion. Interest payments on Cash held by a Beneficiary Party will constitute Performance Assurance in the form of Cash. Interest payments on Cash deposited into or otherwise held in a Deposit Account with a Custodial Bank will constitute a part of the Deposit Account held as Performance Assurance. For all purposes hereunder, Performance Assurance in the form of Cash is a margin payment within the meaning of the Bankruptcy Code, 11 U.S.C. § 101 et seq., including but not limited to sections 101(38), 362(b)(6), 546(e), 548(d), and 556 thereof.
“Posting Deadline” has the meaning given in Part VI of the Cover Sheet Elections. “Posting Party” means, at any time, the Party required to post, or that has posted, Performance Assurance to, or for the benefit of, the Beneficiary Party. “Potential Event of Default” means an event which, (a) with the giving of notice required under Section 22.1 of the WSPP Agreement, if any is required, and (b) the failure to remedy or cure under Section 22.1 of the WSPP Agreement, if remedy or cure is permitted, or both (a) and (b), would be an Event of Default.
“Qualified Institution” means (a) a commercial bank or trust company organized under the laws of the United States or Canada or a political subdivision thereof having a capital surplus of at least one billion United States dollars ($1,000,000,000.00) and having a Credit Rating of at least (i) “A-” by S&P and “A3” by Moody’s, if such entity is rated by S&P and Moody’s or (ii) “A-” by S&P or “A3” by Moody’s, if such entity is rated by either S&P or Moody’s, but not both, or (b) any other commercial bank or trust company, or other entity, to which the Parties agree in writing.
“Reduction Deadline” has the meaning given in Part VI of the Cover Sheet Elections. “Replacement Letter of Credit” has the meaning given in Section 6(c) hereof. “Replacement Performance Assurance” has the meaning given in Section 6(c) hereof. “Rounding Amount” means, with respect to a Party, the amount, set forth in the Cover Sheet Elections for such Party, or if no amount is filled in for such Party, such amount shall be zero (0).
“Security Agreement” means a Security Agreement, which may be in the form attached hereto, applicable to Performance Assurance in a form other than Cash or a Letter of Credit. “Termination Date” means the date on which the Beneficiary Party shall have received full and final payment of all of the Obligations.
“Termination Payment” means, for purposes of this Collateral Annex, the Termination Payment calculated under Section 22.3 of the WSPP Agreement. “UCC” means the Uniform Commercial Code as in effect from time to time in the State of Utah, without regard to the conflicts of laws rules thereof, except to the extent that the perfection, the effect of perfection or nonperfection and the priority of the security interest granted hereunder, or remedies hereunder, are governed by the law of any jurisdiction other

5 than the State of Utah, the term UCC shall mean the Uniform Commercial Code of such other jurisdiction as necessary to give complete effect to this Collateral Annex. “WSPP Agreement” has the meaning stated in the introductory paragraph of this Collateral Annex.

2. Encumbrance; Grant of Security Interest.
(a) As security for the prompt and complete payment and performance when due of a Party’s Obligations now existing or hereafter arising, each Party hereby pledges, assigns, conveys and transfers to the other Party, and hereby grants to the other Party, a present and continuing security interest in and to, and a general first lien upon and right of set off against, all Performance Assurance which has been or may in the future be transferred to, or received by, the other Party or a Custodial Bank, for the benefit of such other Party, and all interest and other proceeds from time to time received or receivable in respect of, or in exchange for, any or all of the foregoing. Each Party agrees to take such action as the other Party reasonably requests in order to create and perfect the other Party’s continuing security interest in, lien on, and right of setoff against, such Performance Assurance.
(b) The security interest created hereunder shall (i) remain in full force and effect until the security interest granted hereby is terminated in accordance with the second sentence of this Section 2(b), (ii) be binding upon the Posting Party, its successors and assigns and (iii) inure to the benefit of the Beneficiary Party and its successors, transferees and assigns. On the Termination Date, the security interest granted hereunder shall terminate and all rights to the Performance Assurance shall revert to the Posting Party. Upon such termination, the Beneficiary Party shall return all Performance Assurance in its possession or otherwise under its control to the Posting Party pursuant to Section 5(b) of this Collateral Annex and, at the Posting Party’s expense, execute and deliver to the Posting Party such documents as the Posting Party shall reasonably request to evidence termination of the security interest.
(c) The security interest created hereunder is in addition to, and not in lieu of, any and all remedies that may be available under the WSPP Agreement. (d) In the event a Party claims in any judicial proceeding that the grant set forth in Section 2(a) of this Collateral Annex is ineffective and fails to prevail on the claim, then that Party shall pay the other Party’s reasonable attorneys fees incurred in defending against the claim.

3. Additional Events of Default.

The following event is added as an additional Event of Default under Section 22.1 of the WSPP Agreement and is incorporated therein for all purposes under this Collateral Annex:
(f) A Party fails to establish, maintain, transfer or extend Performance Assurance, or return Excess Performance Assurance, in any such case when required pursuant to the Parties’ Collateral Annex.

6 4. Collateral Requirement.
(a) From time to time, on any Business Day prior to 1 p.m. New York time (but no more than once daily), the Beneficiary Party may demand by notice (each a “Demand Notice”) that the Posting Party transfer Performance Assurance to or for the benefit of the Beneficiary Party, in an amount no less than the Collateral Requirement, provided that both conditions (i) and (ii) of this Section 4(a) are satisfied.
(i) No Event of Default has occurred and is continuing where the Beneficiary Party is the Defaulting Party and no Potential Event of Default exists where the Beneficiary Party is the potentially Defaulting Party; (ii) No Early Termination has occurred or been designated with respect to such Beneficiary Party.
(b) After receiving a Demand Notice from the Beneficiary Party pursuant to Section 4(a) of this Collateral Annex, the Posting Party shall, by the Posting Deadline, transfer, or cause to be transferred to the Beneficiary Party or a Custodial Bank, as the case may be, Performance Assurance to, or for the benefit of, the Beneficiary Party, in an amount no less than the Collateral Requirement as defined in Section 4(c) of this Collateral Annex, provided, however, that a Posting Party shall not have an obligation to transfer Performance Assurance until the Collateral Requirement exceeds the Minimum Transfer Amount, at which time the Posting Party shall transfer the entire amount of the Collateral Requirement to the Beneficiary Party, and provided further, that if under this Collateral Annex each Party has an obligation to maintain Performance Assurance with respect to the other Party, the Parties’ obligations to transfer Performance Assurance hereunder, including obligations to return Excess Performance Assurance under Section 5 of this Collateral Annex, at any time shall be determined on a net basis, and the Party with a net positive transfer obligation shall transfer Performance Assurance under this Section 4 in such amount.
(c) The “Collateral Requirement” is the amount calculated, as of the date of the Demand Notice, rounded up to the nearest integral multiple of the Rounding Amount, which is equal to (x) less (y), but no less than zero, where:
(x) is
the Termination Payment, if any, that would be owed to the Beneficiary Party if the Posting Party were the Defaulting Party under Section 22.1 of the WSPP Agreement, plus
the damages, if any, solely under Section 21.3 of the WSPP Agreement that would be owed to the Beneficiary Party if the Posting Party were the Non-Performing Party, plus
any further and additional amounts due for rendered performance by the Beneficiary Party to the Posting Party under any WSPP Agreement transactions, whether or not invoiced or due, and

7 (y) is
the amount of Performance Assurance previously provided by or otherwise credited to the Posting Party for the benefit of the Beneficiary Party and not released as of the time the Beneficiary Party made the demand, plus
the Collateral Threshold applicable to the Posting Party. (d) Any Letter of Credit shall be delivered to such address as the Beneficiary Party shall specify and any such demand made by the Beneficiary Party under this Section 4 shall specify account information for the account to which Performance Assurance in the form of Cash shall be delivered.

5. Reduction, Return, and Substitution of Performance Assurance. (a) Reduction of Performance Assurance. From time to time, on any Business Day prior to 1 p.m. New York time (but no more than weekly with respect to Letters of Credit and daily with respect to Cash or a Deposit Account with the Custodial Bank), a Posting Party may demand that the Beneficiary Party reduce Performance Assurance in an amount equal to the Excess Performance Assurance as defined in this Section, provided, that the Posting Party shall not have any right to demand such reduction if on or prior to such Business Day, an Event of Default has occurred and is continuing where the Posting Party is the Defaulting Party, a Potential Event of Default exists where the Posting Party is the potentially Defaulting Party, or an Early Termination has occurred or been designated with respect to such Posting Party for which the Posting Party has not satisfied its Obligations. The Beneficiary Party shall comply with the demand by transferring, or causing the transfer of, Cash to the Posting Party or reducing the amount(s) of outstanding Letter(s) of Credit the Posting Party previously posted, provided, however, that a Beneficiary Party shall not have an obligation to transfer or cause the transfer of Excess Performance Assurance until the Excess Performance Assurance exceeds the Minimum Transfer Amount, at which time the Posting Party shall transfer the entire amount of the Excess Performance Assurance to the Posting Party. The Posting Party shall have the right to specify such means of compliance, provided, that it may specify Cash only to the extent that Excess Performance Assurance is in the form of Cash held by the Beneficiary Party or a Custodial Bank. If Excess Performance Assurance is returned by reducing the face amount of an outstanding Letter of Credit and the LC Issuer requires that the reduction be implemented through a cancellation of the existing Letter of Credit and the issuance of a new Letter of Credit with a reduced face amount, then (1) the Posting Party shall have delivered a new Letter of Credit to the Beneficiary Party in a form reasonably acceptable to the Beneficiary Party and in an amount that, when combined with the remaining amount of the then-current Performance Assurance, is not less than the thencurrent Collateral Requirement, and (2) in the event that an Event of Default occurs, as to which the Posting Party is the defaulting Party, between the Reduction Deadline and the date on which the new Letter of Credit is executed and delivered to the Beneficiary Party, the Beneficiary Party shall be entitled to draw from the existing Letter of Credit only an amount up to but not exceeding

8 the then-current Collateral Requirement. The cost and expense of compliance (including, but not limited to, the reasonable costs, expenses, and attorneys’ fees of the Beneficiary Party and, if applicable, the LC Issuer or Custodial Bank) shall be the sole obligation of, and paid directly by, the Posting Party. If the Beneficiary Party pays any such cost or expense, the Posting Party shall reimburse the Beneficiary Party for each such cost and expense promptly following a demand for reimbursement. The Beneficiary Party shall comply with the demand on or before the Reduction Deadline. Any such demand made by the Posting Party under this Section 5(a) shall specify account information for the account to which Excess Performance Assurance in the form of Cash shall be delivered.
“Excess Performance Assurance” is an amount, calculated as of the date of the demand and rounded down to the nearest integral multiple of the Rounding Amount, which is equal to (x) less (y), but no less than zero, where:
(x) is
the amount of Performance Assurance previously provided by or credited to the Posting Party for the benefit of the Beneficiary Party and not released as of the time the Posting Party made the demand, plus
the Collateral Threshold applicable to the Posting Party. (y) is
the Termination Payment, if any, that would be owed to the Beneficiary Party if the Posting Party were the Defaulting Party under Section 22.1 of the WSPP Agreement, plus
the damages, if any, solely under Section 21.3 of the WSPP Agreement that would be owed to the Beneficiary Party if the Posting Party were the Non-Performing Party, plus
any further and additional amounts due for rendered performance by the Beneficiary Party to the Posting Party under any WSPP Agreement transactions, whether or not invoiced or due.

The foregoing notwithstanding, if under this Collateral Annex each Party has an obligation to maintain Performance Assurance with respect to the other Party, the Parties’ obligations to transfer Performance Assurance hereunder, including obligations to post Performance Assurance under Section 4 of this Collateral Annex, at any time shall be determined on a net basis, and the Party with a net positive transfer obligation shall transfer Performance Assurance under this Section 5(a) in such amount.
(b) Return of All Performance Assurance. No later than one (1) Business Day after the last to occur of (i) the Termination Date, and (ii) (A) completion of all outstanding transactions between the Parties under the WSPP Agreement or (B) if all such outstanding transactions have not been completed, then payment by

9 the Posting Party of all amounts due to the Beneficiary Party under Sections 21 and 22 of the WSPP Agreement with respect to uncompleted transactions, the Beneficiary Party shall return all outstanding Performance Assurance to the Posting Party less any amounts applied to the satisfaction of any of the Posting Party’s Obligations.
(c) Substitution of Performance Assurance. Unless (i) an Event of Default has occurred and is continuing where the Posting Party is the Defaulting Party, (ii) a Potential Event of Default exists where the Posting Party is the potentially Defaulting Party, or (iii) an Early Termination has occurred or been designated with respect to the Posting Party pursuant to which the Posting Party has not satisfied all Obligations, the Posting Party may substitute Performance Assurance for existing Performance Assurance of equal value. The Posting Party must give notice of the substitution to the Beneficiary Party two (2) Business Days before the substitution is intended to occur no later than 5 p.m.

New York time. The notice must specify whether the substitute Performance Assurance is Cash or a Letter of Credit and if the latter it shall include a draft thereof. If the substitute Performance Assurance is Cash or a Letter of Credit (in form consistent with this Collateral Annex), then the Posting Party may effect the substitution no earlier than two, and no later than five (5), Business Days after giving such notice. If the substitute Performance Assurance is not Cash or a Letter of Credit (in form consistent with this Collateral Annex), the substitution shall not be made unless the Beneficiary Party consents in writing thereto. No later than one Business Day after the Beneficiary Party receives substitute Performance Assurance in accordance with this Section, the Beneficiary Party shall transfer the Performance Assurance that has been replaced to the Posting Party. Notwithstanding anything herein to the contrary, no such substitution shall be permitted unless after giving effect to such substitution, the value of such substitute Performance Assurance shall equal the greater of the Posting Party’s Collateral Requirement or the Posting Party’s Minimum Transfer Amount. The substituted Performance Assurance shall be subject to and governed by the terms and conditions of this Collateral Annex.

6. Administration of Performance Assurance.
(a) Cash held by Beneficiary Party.
(i) Conditions Under Which A Beneficiary Party Is Entitled To Hold Cash. A Beneficiary Party shall be an “Eligible Beneficiary Party” entitled to hold Performance Assurance in the form of Cash if, and for only so long as, all of the following conditions (w), (x), (y) and (z) are satisfied:
(w) The Parties have agreed in the Cover Sheet Elections or otherwise in writing that the Beneficiary Party may hold Performance Assurance in the form of Cash.
(x) If the Cover Sheet Elections permit the Posting Party unilaterally to rescind the Parties’ agreement that the Beneficiary Party shall be entitled to hold Performance Assurance in the form of Cash, the Posting Party has not rescinded such agreement.

10 (y) A Material Adverse Change with respect to the Beneficiary Party has not occurred.
(z) The Beneficiary Party, the Posting Party, and a Custodial Bank have executed a Deposit Account Agreement, provided, that the Beneficiary Party is not required to place any Performance Assurance in the form of Cash in the Custodial Bank under such agreement except in the event of a cessation of Eligible Beneficiary Party status under Section 6(a)(iv) of this Collateral Annex.
(ii) Eligible Beneficiary Party’s Use Of Cash. An Eligible Beneficiary Party shall be entitled to hold Performance Assurance in the form of Cash in any accounts it holds in the United States, and, notwithstanding anything to the contrary in UCC § 9-207, an Eligible Beneficiary Party shall also have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise use in its business any Cash that it holds as Performance Assurance hereunder, free from any claim or right of any nature whatsoever of the Posting Party except for the Posting Party’s rights under (A) Section 5(a), (b), and (c) of this Collateral Annex (reduction, return or substitution of Performance Assurance), (B) Section 6(a)(iv) (cessation of Eligible Beneficiary Party status), and (C) Section 8 of this Collateral Annex (Event of Default or Early Termination). (iii) Appointment of Agent. The Eligible Beneficiary Party may, but is not required, to appoint an agent to hold Performance Assurance in the form of Cash on its behalf and to receive additional Performance Assurance. In the event an Eligible Beneficiary Party makes such an appointment, it must give notice to the Posting Party including the identity and address of the agent, no later than one (1) Business Day after the deposit. Upon the receipt of such notice, the Posting Party’s obligations to make any transfer will be discharged by making the transfer to the agent. The Eligible Beneficiary Party may use Cash held by an agent in accordance with Section 6(a)(ii) of this Collateral Annex, subject to the Posting Party’s rights referred to therein.
(iv) Cessation Of Eligible Beneficiary Party Status. The Beneficiary Party shall cease to be an Eligible Beneficiary Party immediately upon the failure of any one of conditions (w), (x), (y) or (z) of Section 6(a)(i) at any time (each a “Downgrade Event”), and thereafter such Beneficiary Party shall be considered a “Downgraded Party.” Failure of (x) shall occur upon the Posting Party’s giving notice to the Beneficiary Party of its rescission of the Parties’ agreement that the Beneficiary Party shall be entitled to hold Performance Assurance in the form of Cash. A Downgraded Party shall transfer, or cause its agent to transfer, no later than the close of the next Business Day following the occurrence of the Downgrade Event, all Performance Assurance in the form of Cash to the Custodial Bank and all such Cash shall be maintained in a Deposit Account in accordance with Section 6(b) of this Collateral Annex and the terms and conditions of the Deposit Account Agreement. Upon the occurrence of a Downgrade Event, Section 6(a)(ii) concerning the Eligible Beneficiary Party’s rights to use Cash shall cease to apply. After the occurrence of a Downgrade Event, a Downgraded Party shall not become an Eligible Beneficiary Party except upon the written agreement of the Posting Party. Nothing in this Section

11 6(a) shall diminish the Posting Party’s rights under Section 8 of this Collateral Annex.
(v) Interest Payments On Cash. So long as no (i) Event of Default has occurred and is continuing where the Posting Party is the Defaulting Party or (ii) no Early Termination has occurred or been designated with respect to the Posting Party pursuant to which the Posting Party has not satisfied all of its Obligations, then, the Eligible Beneficiary Party will pay to the Posting Party, in lieu of any other amounts paid, earned, or deemed to have been paid or earned, with respect to such Cash (all of which may be retained by the Eligible Beneficiary Party), interest in amounts calculated in accordance with the Interest Rate. The Posting Party shall submit an invoice to the Beneficiary Party on the first Business Day of each month for interest due for the prior month, and shall set forth such calculation therein. The Eligible Beneficiary Party shall make payment thereof of any interest due to the Posting Party by the later of the next Business Day after submittal of the invoice. The Beneficiary Party shall determine in its sole discretion whether the method of payment shall be (a) an increase in the Performance Assurance credited to the Posting Party in an amount equal to any interest due, or (b) a transfer of funds to the Posting Party equal to any interest due.
(b) Cash Held By Custodial Bank.
(i) Conditions Under Which Cash Shall Be Held By Custodial Bank. The Custodial Bank shall hold Performance Assurance in the form of Cash if either of the following conditions is satisfied:
(x) The Parties have not agreed in the Cover Sheet Elections or otherwise in writing that the Beneficiary Party may hold Performance Assurance in the form of Cash.
(y) A Downgrade Event has occurred such that an Eligible Beneficiary Party has become a Downgraded Party.
(ii) Use Of Cash. In the event the Custodial Bank holds Performance Assurance in the form of Cash under this Section 6(b), the Beneficiary Party shall have no right to use or receive Performance Assurance in the form of Cash held by the Custodial Bank except, if an Event of Default has occurred where the Posting Party is the Defaulting Party or an Early Termination has occurred or been designated with respect to such Posting Party for which the Posting Party has not satisfied Obligations, then the Beneficiary Party shall have a right to receive Cash in payment of the Posting Party’s Obligations. The Custodial Bank shall hold and disburse Performance Assurance in the form of Cash in accordance with the terms of this Collateral Annex and for the security interest and benefit of the Beneficiary Party and, subject solely to such security interest, for the ownership of the Posting Party. Performance Assurance in the form of Cash shall be held in a Deposit Account (A) designated for the ownership of the Posting Party, (B) controlled by the Beneficiary Party in accordance with the terms of the Deposit Account Agreement, and (C) designated for the security interest and benefit of the Beneficiary Party under this Collateral Annex and the Deposit Account Agreement.

12 (iii) Interest Payments On Cash. So long as no (i) Event of Default has occurred and is continuing where the Posting Party is the Defaulting Party and (ii) no Early Termination has occurred or been designated with respect to such Posting Party for which the Posting Party has not satisfied Obligations, then, the Custodial Bank, on behalf of the Beneficiary Party will pay to the Posting Party, in lieu of any other amounts paid, earned, or deemed to have been paid or earned, with respect to such Cash, interest in amounts calculated and paid in accordance with the Deposit Account Agreement or otherwise agreed by the Custodial Bank and Parties in writing. Payment shall be made by increasing the Performance Assurance credited to the Posting Party in an amount equal to any interest due, unless the Beneficiary Party instructs the Custodial Bank to make payment by transferring funds to the Posting Party in an amount equal to any interest due. (iv) Other Conditions. All terms and conditions stated in the Deposit Account Agreement as they apply to the Parties are incorporated into this Collateral Annex.
(c) Letters of Credit. Performance Assurance provided in the form of a Letter of Credit shall be subject to the following provisions, provided, that nothing in this Section 6(c) is intended to modify any terms and conditions contained in any Letter of Credit that apply to draws thereon and it is recognized that the Parties may agree to additional terms and conditions not stated herein. (i) The Posting Party shall maintain for the benefit of the Beneficiary Party any Letter of Credit provided as Performance Assurance in accordance with Section 4 of this Collateral Annex. The Posting Party shall (a) renew or cause the renewal of each outstanding Letter of Credit not less than thirty (30) days prior to its expiration in accordance with the terms contained in the applicable Letter of Credit, (b) if the LC Issuer has indicated its intent not to renew such Letter of Credit, provide either (1) a Letter of Credit issued by a Qualified Institution in the same face amount and on substantially the same terms as the outstanding Letter of Credit (each, a “Replacement Letter of Credit”) or (2) Performance Assurance in the form of Cash equal to the face amount of such outstanding Letter of Credit in a form acceptable to the Beneficiary Party (“Replacement Performance Assurance”), in each case at least twenty (20) days prior to the expiration of the applicable Letter of Credit, and (c) if the LC Issuer shall fail to honor the Beneficiary Party’s request to draw on an outstanding Letter of Credit in accordance with the terms thereof, provide for the benefit of the Beneficiary Party either (1) a Replacement Letter of Credit or (2) Replacement Performance Assurance, in each case within two (2) Business Days after such refusal, provided, that, as a result of the Posting Party’s failure to perform in accordance with (a), (b), or (c) above, the Posting Party’s Collateral Requirement would be greater than zero. The foregoing notwithstanding, the Beneficiary Party may reject a Replacement Letter of Credit that conforms to the requirements of this Section if in the Beneficiary Party’s sole discretion acceptance of additional credit from the applicable LC Issuer would be an unacceptable credit risk due to other commitments it had accepted from such LC Issuer, provided, that in the event of such rejection, the Beneficiary Party shall pay any costs incurred by the Posting Party in obtaining a Replacement Letter of Credit from a different LC Issuer. Rejection of a Replacement Letter of Credit under the immediately prior sentence shall not relieve a Posting Party of its

13 obligations to maintain adequate Performance Assurance at all times under this Collateral Annex.
(ii) Upon the occurrence of a Letter of Credit Default, the Posting Party shall deliver to the Beneficiary Party either a Replacement Letter of Credit or Replacement Performance Assurance, in each case on or before the first Business Day after the occurrence thereof (or the fifth (5th) Business Day after the occurrence thereof if only clause (a) under the definition of Letter of Credit Default applies), in such amounts that on the day such Replacement Letter of Credit or Replacement Performance Assurance is provided the Collateral Requirement is zero.
(iii) Upon or at any time after the occurrence of an Event of Default that is continuing where the Posting Party is the Defaulting Party, or if an Early Termination has occurred or been designated with respect to the Posting Party pursuant to which the Posting Party has not satisfied all of its Obligations, then the Beneficiary Party may draw on the entire, undrawn portion of any outstanding Letter of Credit in accordance with its terms. Notwithstanding the Beneficiary Party’s receipt of Cash under the Letter of Credit, the Posting Party shall remain liable for any failure to transfer sufficient Performance Assurance and for any Obligations owing to the Beneficiary Party and remaining unpaid after the application of the amounts so drawn by the Beneficiary Party. (iv) In all cases, the costs and expenses (including but not limited to the reasonable costs, expenses, and attorneys’ fees of the Beneficiary Party) of establishing, renewing, substituting, reissuing, canceling, and increasing the face amount of (as the case may be) a Letter of Credit shall be paid by the Posting Party, or if paid by the Beneficiary Party, promptly reimbursed by the Posting Party following the Beneficiary Party’s demand for reimbursement. (d) Performance Assurance in Forms Other than Cash or Letters of Credit. The Parties may agree that a Party may provide Performance Assurance in forms other than Cash or Letters of Credit, and may agree to additional terms and conditions respecting such Performance Assurance.
(e) Care of Performance Assurance. Except for duties to comply with all requirements concerning Performance Assurance stated herein, the Beneficiary Party shall have no duty as to any Performance Assurance in its possession or control or in the possession or control of any Custodial Bank or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Eligible Beneficiary Party shall not be liable or responsible for any diminution in the value of Performance Assurance by reason of the act or omission of a Custodial Bank. Unless held by a Custodial Bank and except as required under Section 6(a)(iv) of this Collateral Annex, the Beneficiary Party, or its agent appointed under Section 6(a)(iii), shall at all times retain possession or control of Performance Assurance delivered to it. To the extent if any that this Section 6(e) is inconsistent with UCC § 9-207, this Section 6(e) shall control.

7. Beneficiary Party’s Exercise of Rights Concerning Performance Assurance. (a) In the event that (x) an Event of Default has occurred and is continuing where the

14 Posting Party is the Defaulting Party or (y) an Early Termination has occurred or been designated with respect to the Posting Party for which the Posting Party has not satisfied all of its Obligations, the Beneficiary Party may exercise any one or more of the rights and remedies provided under the WSPP Agreement, under this Collateral Annex or as otherwise may be available under applicable law.

Without limiting the foregoing, if at any time (x) or (y) has occurred, then the Beneficiary Party may, in its sole discretion, declare all Obligations immediately due and payable without presentment, demand, notice, protest or other formalities of any kind (all of which are hereby expressly waived by the Posting Party) and exercise any one or more of the following rights and remedies:
(i) All rights and remedies available to the Beneficiary Party under UCC Article 9 or the uniform commercial code of any jurisdiction in which the Performance Assurance is being held and any other applicable jurisdiction and other applicable laws with respect to the preservation of or foreclosure upon collateral.
(ii) The right to set off any Performance Assurance held by or for the benefit of the Beneficiary Party against and in satisfaction of any amount payable by the Posting Party in respect of any of its Obligations.
(iii) The right to draw the full undrawn face amount of each outstanding Letter of Credit issued for its benefit.
(iv) The right to instruct the Custodial Bank to transfer all Performance Assurance held in a Deposit Account to an account of the Beneficiary Party or otherwise to or for the benefit of the Beneficiary Party. (v) The right to liquidate any Performance Assurance held by or for the benefit of the Beneficiary Party, free from any claim or right of any nature whatsoever of the Posting Party, and to apply the proceeds received following the exercise of the rights and remedies set forth above as follows (A) first, to the payment of (1) all costs and expenses relating to the sale of any Performance Assurance and collection of amounts owing hereunder, including reasonable attorneys’ fees and disbursements and the just compensation of the Beneficiary Party for services rendered in connection therewith or in connection with any proceeding to sell if a sale is not completed, and (2) all charges, expenses and advances incurred or made by the Beneficiary Party in order to protect the lien provided under this Collateral Annex; (B) second, to the payment in full of all of the Obligations owed to the Beneficiary Party hereunder in such order as the Beneficiary Party may elect; and (C) third, the balance, if any, shall be paid to the Posting Party.
(b) The Posting Party hereby irrevocably constitutes and appoints the Beneficiary Party and any officer or agent thereof, with full power of substitution, as the Posting Party’s true and lawful attorney-in-fact (which appointment shall be coupled with an interest) with full irrevocable power and authority to act in the name, place and stead of the Posting Party or in the Beneficiary Party’s own name, from time to time in the Beneficiary Party’s discretion, solely for the purpose of taking any and all action and executing and delivering any and all

15 documents or instruments which may be necessary or desirable to accomplish the purposes of Section 7(a). Notwithstanding the foregoing, the Beneficiary Party shall not be obligated to exercise any right or duty as attorney-in-fact, and shall have no duties to the Posting party in connection therewith. (c) The Posting Party shall in all events remain liable to the Beneficiary Party for any amount payable by the Posting Party in respect of any of its Obligations remaining unpaid after any such liquidation, application and set off and the Beneficiary Party shall have the right to proceed against the Posting Party for any such deficiency.

8. Posting Party’s Exercise of Rights Concerning Performance Assurance.

If at any time (a) an Event of Default has occurred and is continuing where the Beneficiary Party is the Defaulting Party, or (b) an Early Termination has occurred or been designated with respect to the Beneficiary Party for which the Beneficiary Party has not satisfied all of its Obligations, then:
(i) on the day of such occurrence, the Beneficiary Party will be obligated to transfer all Performance Assurance (including any Letter of Credit) and interest in amounts calculated in accordance with the Interest Rate, if any, to the Posting Party;
(ii) the Posting Party may do any one or more of the following: (a) exercise any of the rights and remedies of a pledgor with respect to the Performance Assurance, including any such rights and remedies under law then in effect; (b) to the extent that Performance Assurance is not transferred to the Posting Party as required in (i) above, setoff amounts payable to the Beneficiary Party against the Performance Assurance (other than Letters of Credit) held by the Beneficiary Party or to the extent its rights to setoff are not exercised, withhold payment of any remaining amounts payable by the Posting Party, up to the value of any Performance Assurance that has not been so transferred, until the Performance Assurance is transferred to the Posting Party; (c) exercise rights and remedies available to the Posting Party under the terms of any Letter of Credit; and (d) exercise any applicable rights and remedies available to the Posting Party under the WSPP Agreement; and
(iii) the Beneficiary Party shall be prohibited from drawing on any Letter of Credit that has been posted by the Posting Party for its benefit.

9. Disputed Calculations.

If a Party shall dispute the Collateral Requirement determined by the Beneficiary Party or the Excess Performance Assurance determined by the Posting Party and such dispute relates to the Termination Payment calculated by the other Party under Section

22.1 of the WSPP Agreement or damages calculation under Section 21.3 of the WSPP Agreement, then the Party contesting the Termination Payment calculation or damages calculation shall:
(i) notify the other Party of the existence and nature of the dispute not later than 4 p.m. New York Time on the same day a Party has demanded additional

16 Performance Assurance under Section 4 of this Collateral Annex or the return of Excess Performance Assurance under Section 5 of this Collateral Annex; (ii) if a Beneficiary Party has demanded that the Posting Party provide Performance Assurance under Section 4, the Posting Party shall provide Performance Assurance to satisfy its Collateral Requirement based upon the Beneficiary Party’s estimate, made in good faith and in a commercially reasonable manner, of the Termination Payment if the Posting Party were the Defaulting Party under Section 22.1 of the WSPP Agreement and the damages under Section 21.3 of the WSPP Agreement if the Posting Party were required to pay such damages; and
(iii) if a Posting Party has demanded that the Beneficiary Party return Excess Performance Assurance under Section 5, the Beneficiary Party shall return Excess Performance Assurance based upon the Beneficiary Party’s estimate, made in good faith and in a commercially a commercially reasonable manner, of the Termination Payment if the Posting Party were the Defaulting Party under Section 22.1 of the WSPP Agreement and the damages under Section 21.3 of the WSPP Agreement if the Posting Party were required to pay such damages.

In all such cases, the Parties thereafter shall promptly negotiate in good faith in order to reconcile the dispute or a method for resolving the dispute. If the Parties fail to resolve the dispute on or before the first Business Day following the date that the demand is made by the Party contesting the Termination Payment calculation or the damages calculation, then such Termination Payment or damages calculation shall be determined based upon quotations from Dealers in energy contracts. Each Party may obtain up to a maximum of four (4) quotations which must be provided to the other Party on the same day as the demand, if the demand is made no later than 2 p.m. New York Time, or the next Business Day, if the demand is made after 2 p.m. Eastern Time. These quotations shall reflect transacted prices in comparable contracts. The Termination Payment or damages calculation shall equal a simple average of the quotations obtained and provided by the Parties consistent with the provisions of this Section 9. Each Party providing quotations to the other Party also shall identify to the other Party the Dealer(s) who provided each of the quotations to allow verification. Performance Assurance shall thereupon be provided, or Excess Performance returned, as the case may be, on the next Business Day after provision to the Posting Party of the recalculation, in accordance with the results of such recalculation. The results of this process shall be enforceable in a court of law unless fraudulent.

10. Covenants; Representations and Warranties; Miscellaneous. (a) The Posting Party will execute and deliver to the Beneficiary Party (and to the extent permitted by applicable law, the Posting Party hereby authorizes the Beneficiary Party to execute and deliver, in the name of the Posting Party or otherwise) such financing statements, assignments and other documents and do such other things relating to the Performance Assurance and the security interest granted under this Collateral Annex including any action the Beneficiary Party may deem necessary or appropriate to perfect or maintain perfection of its security interest in the Performance Assurance, and the Posting Party shall pay all costs relating to its delivery of Performance Assurance and the maintenance and perfection of the security interest therein.

17 (b) On each day on which Performance Assurance is held under this Collateral Annex by the Beneficiary Party and/or its agent, or by the Custodial Bank under the Deposit Account Agreement, the Posting Party hereby represents and warrants that:
(i) the Posting Party has good and marketable title to and is the sole owner of such Performance Assurance, and the execution, delivery and performance of the covenants and agreements of this Collateral Annex, do not result in the creation or imposition of any lien or security interest upon any of its assets or properties, including, without limitation, the Performance Assurance, other than the security interests and liens created under the WSPP Agreement and this Collateral Annex;
(ii) upon the transfer of Performance Assurance by the Posting Party to the Beneficiary Party, its agent, or the Custodial Bank for the benefit of the Beneficiary Party, the Beneficiary Party shall have a valid and perfected first priority continuing security interest therein, free of any liens, security interests, claims or encumbrances, except those liens, security interests, claims or encumbrances arising by operation of law that are given priority over a perfected security interest;
(iii) it is not and will not become a Party to or otherwise be bound by any agreement, other than the WSPP Agreement and this Collateral Annex, or amendments thereto, which restricts in any manner the rights of any present or future holder of any of the Performance Assurance with respect hereto; and (iv) No approval or authorization by, and no filing with or consent of, any federal, state, local, municipal or other government agency, department or regulatory authority is required either (A) for the grant by the Posting Party of the liens granted hereby or for the execution, delivery or performance of this Collateral Annex by the Posting Party or (B) for the perfection (except for filing of any financing statements in the jurisdictions identified in writing by the Posting Party) of the liens created hereby or the exercise by the Beneficiary Party of the rights and remedies hereunder.
(c) This Collateral Annex has been and is made solely for the benefit of the Parties and their permitted successors and assigns, and no other person, partnership, association, corporation, or other entity shall acquire or have any right thereunder or by virtue of this Collateral Annex.
(d) Each Party represents and warrants to the other Party that (i) it has all requisite power and authority to execute and deliver this Collateral Annex, to consummate the transactions contemplated hereby and to perform its respective obligations hereunder; (ii) it has taken all necessary action to authorize the execution, delivery and performance of this Collateral Annex and (iii) this Collateral Annex has been duly executed and delivered and, when executed and delivered by the other Party, will constitute the legal, valid and binding obligation of such Party enforceable against it in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors generally or by general equitable principles (regardless of

18 whether enforcement is sought in a proceeding in equity or at law). Each Party, at the time of execution, shall provide the other Party with evidence of such authority reasonably acceptable to the other Party, including, if the Collateral Annex is executed by an officer, a certificate of incumbency, and, if requested by the other Party, a written opinion of counsel (the opinion of a Party’s in-house counsel shall suffice), in such form as is reasonably acceptable to the other Party, that person who executed this Collateral Annex was duly authorized in accordance with all actions requisite to establish such authority. (e) As of the date a Party executes this Collateral Annex, the Cover Sheet Elections, Deposit Account Agreement, or Security Agreement, or any amendment thereto, such Party is a member in good standing of WSPP, Inc.
(f) Section 34 of the WSPP Agreement is inapplicable to any disputes concerning the enforcement of this Collateral Annex or the rights and obligations set forth herein concerning Performance Assurance. In the event litigation is commenced by either Party to enforce this Collateral Annex or collect any amounts required to be paid, provided or transferred hereunder, each Party agrees to pay the other Party for all reasonable attorneys fees, disbursements, and court costs incurred by the prevailing Party in such litigation.
(g) No delay or forbearance by any Party or its agents in exercising any right, power, privilege, or remedy accruing to such Party upon the occurrence of any breach or default by the other Party under this Collateral Annex, and no course of dealing between the Parties, shall impair any such right, power or remedy of the nondefaulting Party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of a Party of any such breach or default under this Collateral Annex, or any waiver on the part of any non-defaulting Party hereto of any provision or condition of this Collateral Annex, must be in writing and shall be effective only to the extent specifically set forth in such writing. This Collateral Annex may be amended only by a document executed by the Parties.
(h) Each demand, notice, consent, agreement, approval or other communication required or permitted to be given from one Party to the other Party under this Collateral Annex shall be provided in writing (unless expressly provided otherwise) and shall be submitted by recognized overnight courier service or telefacsimile addressed to the recipient Party at its address or telefacsimile number set forth in Part VIII of the Cover Sheet Elections or as changed by notice to the other Party. All such notices, requests, demands, approvals and other communications shall be deemed to have been duly given, received and effective when: (a) received if personally delivered; (b) on the day transmitted (unless transmitted after 5:00 p.m. at the place of receipt or on a day that is not a Business Day, in which case it shall be deemed received on the next Business Day), if transmitted by facsimile transmission and the sender's facsimile machine has received the correct answerback of the addressee and confirmation of uninterrupted transmission by a transmission report or the recipient confirming by telephone to sender that he has received the facsimile message; (c) the day

19 immediately following the day it is sent, if sent for next day delivery to a domestic address by a nationally-recognized overnight courier or delivery service; (d) on the day of receipt, if sent by certified or registered mail, return receipt requested; and (e) on the date actually received, if sent or delivered by any other means; provided, that any notice, demand, request or other communication made or delivered in connection with an alleged breach or default hereunder (including an Event of Default) shall only be delivered personally or by a nationally-recognized overnight courier or delivery service. Whenever this Collateral Annex provides that a demand, notice, consent, agreement, approval or other communication shall be provided in “writing” or shall be provided in “written” form, such demand, notice, consent, agreement, approval or other communication shall only be effective hereunder if provided by a manually signed original, photocopy or telefacsimile copy from the Party or Parties to be bound thereby. (i) The headings in this Collateral Annex are for convenience of reference only, and shall not affect the meaning or construction of any provision thereof. (j) This Collateral Annex shall be governed by, and construed and interpreted in accordance with, the laws of the State of Utah, except to the extent that the perfection, the effect of perfection or nonperfection and the priority of the security interest granted hereunder, or remedies hereunder, are governed by provisions of the UCC, including but not limited to UCC §§ 9-301, 9-303, 9-304, 9-305, 9- 306 and 9-307, that may call for the application of the laws of jurisdictions other than the State of Utah.
(k) This Collateral Annex may be executed in one or more counterparts, all of which, when taken together, shall constitute one and the same instrument and each of the Parties hereto may execute this Collateral Annex by signing any such counterpart.

20 IN WITNESS HEREOF, the Parties have caused this Collateral Annex to be duly executed effective as of the date first written above.

Party A Party B
City of Roseville Triolith Energy Fund, LP
_______________________________ _______________________________ [Sign here] [Sign here]
_______________________________ _______________________________ [Print name] [Print name]
_______________________________ _______________________________ Title Title
Date: __________________________ Date: __________________________ Scott Adair
Chief Executive Officer
01/09/2026

1 COVER SHEET ELECTIONS
applicable to the

COLLATERAL ANNEX
to the

WSPP AGREEMENT
This Cover Sheet Elections applicable to the Collateral Annex to the WSPP Agreement (“Cover Sheet Elections”) between the Parties dated as of January 9, 2026 is between:

City of Roseville (“Party A”) and
Triolith Energy Fund, LP (“Party B”).

This Cover Sheet Elections sets forth the Parties’ agreements to supplement the Collateral Annex and, as the Parties may determine, vary the terms and conditions of the Collateral Annex. To the extent there are any inconsistencies between the terms and conditions of the Collateral Annex, excluding the Cover Sheet Elections, and these Cover Sheet Elections, the Cover Sheet Elections shall prevail.

Terms that are capitalized for reasons other than grammatical reasons shall have the meanings assigned to them in Section 1 of the Collateral Annex.

The Collateral Threshold, Interest Rate, Minimum Transfer Amount and Rounding Amount, shall each be zero (0) unless a different amount is stated below.

I. Collateral Threshold.

Explanatory note: The Beneficiary Party’s exposure due to the other Party’s failure to perform a WSPP Agreement transaction is the sum of (a) the Termination Payment under WSPP Agreement 22, (b) damages under WSPP Agreement § 21.3, and (c) any further and additional amounts due for rendered performance by the Beneficiary Party to the Posting Party, whether or not invoiced. The Collateral Threshold is the portion, if any, of this exposure that the Parties agree in this Cover Sheet Elections will not be secured with Performance Assurance.

A. Party A Collateral Threshold.

Name of Party A Guarantor, if applicable:

Not Applicable (“Party A Guarantor”)
If a Guarantor is identified, then all references to Party A shall include Party A Guarantor unless otherwise indicated and Party A shall be deemed to have the Credit Rating of Party A Guarantor.
 The Collateral Threshold for Party A shall be $______________; provided, however, that the Collateral Threshold shall be zero in the event of a Material Adverse Change as defined in Part II hereof with respect to Party A.
 The Collateral Threshold for Party A shall be (a) the amount set forth in the chart below under the heading “Collateral Threshold” opposite the Credit Rating for Party A on the relevant date of determination, and if such Credit Ratings shall not be equivalent, the lower Credit Rating shall govern, or (b) zero if on the relevant date of determination none of the rating agencies

2 specified below has a Credit Rating in effect with respect to Party A or in the event of a Material Adverse Change as defined in Part II hereof with respect to Party A:

S&P Moody's Threshold
A- and above A3 and above $25,000,000.00
BBB+ Baa1 $15,000,000.00
BBB Baa2 $10,000,000.00
BBB- Baa3 $2,500,000.00
BBB- and below Baa3 and below $ 0 (zero)
 The Collateral Threshold for Party A shall be (a) the amount set forth in the chart above under the heading “Collateral Threshold” opposite the Credit Rating for Party A on the relevant date of determination, and if such Credit Ratings shall not be equivalent, the higher two Credit Ratings shall govern, or (b) zero if on the relevant date of determination none of the rating agencies specified below has a Credit Rating in effect with respect to Party A or in the event of a Material Adverse Change with respect to Party A.  The Collateral Threshold for Party A shall be the amount of the Guaranty Agreement dated _______________ from Party A Guarantor, as amended from time to time, but in no event shall Party A’s Collateral Threshold be greater than $_________________.

B. Party B Collateral Threshold.

Name of Party B Guarantor, if applicable:

Not Applicable (“Party B Guarantor”)
If a Guarantor is identified, then all references to Party B shall include Party B Guarantor unless otherwise indicated and Party B shall be deemed to have the Credit Rating of Party B Guarantor.
 The Collateral Threshold for Party B shall be $0; provided, however, that the Collateral Threshold shall be zero in the event of a Material Adverse Change as defined in Part II hereof with respect to Party B.  The Collateral Threshold for Party B shall be (a) the amount set forth in the chart below under the heading “Collateral Threshold” opposite the Credit Rating for Party B on the relevant date of determination, and if such Credit Ratings shall not be equivalent, the lower Credit Rating shall govern, or (b) zero if on the relevant date of determination none of the rating agencies specified below has a Credit Rating in effect with respect to Party B or in the event of a Material Adverse Change as defined in Part II hereof with respect to Party B:
 The Collateral Threshold for Party B shall be (a) the amount set forth in the chart above under the heading “Collateral Threshold” opposite the Credit Rating for Party B on the relevant date of determination, and if such Credit Ratings shall not be equivalent, the higher two Credit Ratings shall govern, or (b) zero if on the relevant date of determination none of the rating agencies specified below has a Credit Rating in effect with respect to Party B or in the event of a Material Adverse Change with respect to Party B.

3  The Collateral Threshold for Party B shall be the amount of the Guaranty Agreement dated _______________ from Party B Guarantor, as amended from time to time, but in no event shall Party B’s Collateral Threshold be greater than $_________________.

II. Material Adverse Change.

A. Party A
A Material Adverse Change shall occur with respect to Party A in the following circumstances:
 (i) Its Credit Rating falls below ____ by S&P or ____ by Moody’s; or (ii) it is given an “issuer rating” by S&P below _____ or by Moody’s below ____; or (iii) it has no Credit Rating by either S&P or Moody’s.  Party A’s creditworthiness, financial responsibility, or performance viability has become unsatisfactory to Party B in Party B’s reasonably exercised discretion with regard to a transaction between the Parties conducted under the WSPP Agreement.
 An Event of Default shall have occurred and is continuing where Party A is the Defaulting Party, or a Potential Event of Default has occurred where Party A is the potentially Defaulting Party, or an Early Termination has occurred or been designated with respect to Party A for which Party A has not satisfied its Obligations.
 Other:_______________________________________________________ B. Party B
A Material Adverse Change shall occur with respect to Party B in the following circumstances:
 (i) Its Credit Rating falls below ____ by S&P or ____ by Moody’s; or (ii) it is given an “issuer rating” by S&P below _____ or by Moody’s below ____; or (iii) it has no Credit Rating by either S&P or Moody’s.  Party B’s creditworthiness, financial responsibility, or performance viability has become unsatisfactory to Party A in Party A’s reasonably exercised discretion with regard to a transaction between the Parties conducted under the WSPP Agreement.
 An Event of Default shall have occurred and is continuing where Party B is the Defaulting Party, or a Potential Event of Default has occurred where Party B is the potentially Defaulting Party, or an Early Termination has occurred or been designated with respect to Party B for which Party B has not satisfied its Obligations.
 Other: ______________________________________________________ III. General Credit Assurances.

4 Explanatory note: If in Part II above either Party elected the second option (Material Adverse Change includes unsatisfactory creditworthiness, financial responsibility, or performance viability) (such election, a “Section 27 Inclusion”), the Parties must make the first election in this Part III. If in Part II the Parties did not elect a Section 27 Inclusion and if they do not make either election in this Part III, then the second election under this Part III shall apply by default.
 Section 27 of the WSPP Agreement applies, provided, that (a) the following phrase is added after the last word of Section 22.1(d): “or in the Collateral Annex to the WSPP Agreement between the Parties,” (b) the following phrase is deleted: “The Second Party’s obligations under this Section 27 shall be limited to a reasonable estimate of the damages to the First Party (consistent with Section 21.3 of this Agreement) if the Second Party were to fail to perform its obligations,” and (c) the phrase “within three (3) Business Days of demand therefore” is revised to state “within one (1) Business Day after receipt of demand therefor.”
 Section 27 of the WSPP Agreement does not apply; Sections 27 and Section 22.1(d) of the WSPP Agreement are inapplicable to WSPP Agreement transactions between the Parties.

IV. Minimum Transfer Amount.

A. Party A Minimum Transfer Amount: $100,000
B. Party B Minimum Transfer Amount: $100,000
V. Rounding Amount.

A. Party A Rounding Amount: $100,000
B. Party B Rounding Amount: $100,000
VI. Administration of Cash Collateral.

A. Party A Eligibility to Hold Performance Assurance in form of Cash; Interest Rate.

Note: if neither of the two options immediately below is selected, then Option A shall apply.
 Option A: Party A shall not be entitled to hold Performance Assurance in the form of Cash. Performance Assurance in the form of Cash shall be held solely by a Custodial Bank in accordance with Section 6(b) of the Collateral Annex.
 Option B: Party A shall be entitled to hold Performance Assurance in the form of Cash under Section 6(a)(i), (ii) and (iii) of the Collateral Annex, provided, that no Downgrade Event has occurred with respect to Party A. If Option B is elected, the Parties must complete the following election:

Right of Party B to Rescind Option B:

5  Party B shall be entitled to rescind Option B unilaterally, in its sole discretion, such that upon rescission (in accordance with Section 6(a)(iv) of the Collateral Annex) Party A shall not be entitled to hold Performance Assurance in the form of Cash and Section 6(a)(iv) of the Collateral Annex shall become applicable.
 Party B shall not be entitled to rescind Option B unilaterally, in its sole discretion, provided, Party B shall lose its entitlement to hold Performance Assurance in the form of Cash upon the occurrence of any other Downgrade Event under Section 6(a)(iv) of the Collateral Annex.

To the extent Party A is entitled to hold Cash, the Interest Rate payable to Party B on Cash shall be as elected below:

Party A Interest Rate.
 Federal Funds Effective Rate - the rate for that day opposite the caption “Federal Funds (Effective)” as set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System. (If neither Interest Rate box is checked, or the “Other” box is not completed, the Federal Funds Rate specified herein shall apply.)
 Other - ____________
B. Party B Eligibility to Hold Performance Assurance in form of Cash; Interest Rate.

Note: if neither of the two options immediately below is selected, then Option A shall apply.
 Option A: Party B shall not be entitled to hold Performance Assurance in the form of Cash. Performance Assurance in the form of Cash shall be held solely by a Custodial Bank in accordance with Section 6(b) of the Collateral Annex.
 Option B: Party B shall be entitled to hold Performance Assurance in the form of Cash under Section 6(a)(i), (ii) and (iii) of the Collateral Annex, provided, that no Downgrade Event has occurred with respect to Party B.

If Option B is elected, the Parties must complete the following election:

Right of Party A to Rescind Option B:
 Party A shall be entitled to rescind Option B unilaterally, in its sole discretion, such that upon rescission (in accordance with Section 6(a)(iv) of the Collateral Annex) Party B shall not be entitled to hold Performance Assurance in the form of Cash and Section 6(a)(iv) of the Collateral Annex shall become applicable.
 Party A shall not be entitled to rescind Option B unilaterally, in its sole discretion, provided, Party A shall lose its entitlement to hold

6 Performance Assurance in the form of Cash upon the occurrence of any other Downgrade Event under Section 6(a)(iv) of the Collateral Annex.

To the extent Party A is entitled to hold Cash, the Interest Rate payable to Party B on Cash shall be as elected below:

Party B Interest Rate.
 Federal Funds Effective Rate - the rate for that day opposite the caption "Federal Funds (Effective)" as set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System. (If neither Interest Rate box is checked, or the “Other” box is not completed, the Federal Funds Rate specified herein shall apply.)
 Other - ____________
C. Posting Deadline for Collateral Requirement
The Posting Party shall be required to provide Performance Assurance to cover an outstanding Collateral Requirement under Section 4 of the Collateral Annex no later than 2:00 pm New York time of the Local Business Day after receipt of a Demand Notice (the “Posting Deadline”), provided, that if the Posting Deadline is the same day as the Demand Notice is sent/received, then the Demand Notice must be received no later than 8 a.m. New York time on that day, and if the Demand Notice is sent/received after such time, then the Posting Deadline shall be 24 hours later.

D. Reduction Deadline for Transfer of Excess Performance Assurance The Beneficiary Party shall be required to transfer Excess Performance Assurance to the Posting Party under Section 5 of the Collateral Annex no later than 2:00 pm New York time of the Local Business Day after receipt of a demand therefor (the “Reduction Deadline”), provided, that if the Reduction Deadline is the same day as the demand for return of Excess Performance Assurance is sent/received, then the demand must be received no later than 8 a.m. New York time on that day, and if the demand is sent/received after such time, then the Reduction Deadline shall be 24 hours later.

VII. Letters of Credit
A. Definition of LC Issuer:

If the Parties agree that a specific entity shall be an LC Issuer even if may not satisfy the credit rating specified in the definition of LC Issuer set forth in the Collateral Annex, identify such entity here:
_________________________________________________________________ If the Parties agree to a different definition of LC Issuer than the definition specified in the Collateral Annex, state such definition here:
_________________________________________________________________ _________________________________________________________________ _________________________________________________________________

7 B. Definition of Letter of Credit
 “Letter of Credit” means an irrevocable, non-transferable, standby letter of credit, issued by a Qualified Institution, or other issuer to which the Parties may agree in writing, in a form consistent with the Parties’ agreements stated below and otherwise reasonably acceptable to the Beneficiary Party.

Each Letter of Credit shall contain the following terms and conditions:
 “Letter of Credit” has the following meaning:
____________________________________________________________ ____________________________________________________________ Regardless of the Parties’ election in this Part VII.B above, the Parties may specify here additional terms and conditions that a Letter of Credit shall contain:
_______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ VIII. Notice and other Communications Under Section 10(h) of Collateral Annex Each demand, notice, consent, agreement, approval or other communication required or permitted to be given from one Party to the other Party under the Collateral Annex shall be submitted to the recipient Party at the following address or fax number:

Party A:

Attention: Power Supply and Portfolio Administrator
Street: 116 S. Grant Street
City, State, Zip Code: Roseville, CA 95678
Fax No.: (916) 774-5583
Party B:

Attention: Credit
Street: Suite #1730 - 222 3 Ave SW
City, State, Zip Code: Calgary, AB, Canada, T2P 0B4
Email: [email protected] &
[email protected]

8 Execution of Cover Sheet Elections:

Party A Party B
City of Roseville Triolith Energy Fund, LP
Name of Party: Name of Party
_______________________________ _______________________________ [Sign here] [Sign here]
_______________________________ _______________________________ [Print name] [Print name]
_______________________________ _______________________________ Title Title
Date: __________________________ Date: __________________________ Scott Adair
Chief Executive Officer
01/09/2026

City Council
Communication
Meeting Date: 3/4/2026
Item #: VII.11
File #: 0900-03
Item ID: 2026-124
Title: Substation Transformer Civil Construction - Approval of Plans and Specifications and Authorization to Call for Bids
Contact: David Angel Jimenez 916-774-5698 [email protected]

SUMMARY
Staff recommends approval of plans and specifications of the Substation Transformer Civil Construction project and authorization for staff to call for bids. Construction work will occur at two locations: a new concrete foundation at Fiddyment Substation is required to site a spare 46MVA substation transformer, and construction work at Sierra Vista Substation is required to meet oil containment requirements. The cost of the project is estimated at $300,000. Funds are available in the Electric Department's FY2025-26 budget in the Electric Fund.

RECOMMENDATION
Staff recommends that the City Council approve the plans and specifications for the Substation Transformer Civil Construction project and authorize staff to call for bids.

BACKGROUND
Roseville Electric is proposing to expand the substation transformer containment pit at Sierra Vista Substation, and to construct a new substation transformer concrete foundation at Fiddyment Substation.

The expansion of the containment pit at Sierra Vista Substation is necessary to meet substation transformer oil spill containment requirements. The oil containment currently in place was designed for a different transformer design; the transformer purchased for this installation has approximately 2,000 gallons more oil than what the containment was designed to accommodate. The new concrete foundation at Fiddyment Substation will be used to site a new spare substation transformer, to be used in the event of a failure elsewhere in the system and to allow Roseville Electric to be more responsive if a new substation is required to support new development.

FISCAL IMPACT
The estimated cost of this project is $300,000 and funds are available in the Electric Department's FY2025-26 budget in the Electric Fund.

ENVIRONMENTAL REVIEW
The proposed project involves the minor alteration of an existing facility. This activity is categorically exempt from CEQA as a Class 1 Exemption (State CEQA Guidelines Section 15301). The Exemption has been prepared and no further CEQA action is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS

4. Invest in well-planned infrastructure and growth

6. Deliver exceptional City services

Respectfully Submitted,
David Angel Jimenez, Power Engineer
Daniel Beans, Electric Utility Director
ATTACHMENTS:

1. Sierra Vista Substation Vicinity Map

2. Fiddyment Substation Vicinity Map

3. Project Manual

4. Plan Set

5. CEQA Exemption
REVIEWERS:

David Angel Jimenez, Electric Department - Engineering Created/Initiated - 2/11/2026 Chris Porter, Electric Department - Engineering Approved - 2/11/2026 Shawn Matchim, Electric Department - All Approved - 2/11/2026 Daniel Beans, Electric Department - All Approved - 2/11/2026 Kelly Aye, City Attorney Department Approved - 2/17/2026 Katrina Six, City Clerk Department Approved - 2/18/2026 Ryan DeVore, City Manager Department - Assistant City Manager Approved - 2/19/2026 Dennis Kauffman, City Manager Department - Assistant City Manager Approved - 2/19/2026 Michelle Sheidenberger, City Attorney Department Approved - 2/19/2026 Dominick Casey, City Clerk Department Approved - 2/23/2026 Katrina Six, City Clerk Department Final Approval - 2/23/2026

[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] Buildings & Grounds
Project Manual
Name of project:

Spare Substation Transformer Civil Construction
Department:

Electric

[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024]

TABLE OF CONTENTS
Notice to Contractors
Pagination Notation
NTC
Instructions to Bidders INT
Proposal PROP
Insurance Broker Information Packet INS
General Conditions for Buildings and Grounds GC
Supplemental Conditions SC
Specifications SPEC
Drawings DRAW
Assembly Bill No. 626 AB 626

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024]

CITY OF ROSEVILLE

DEPARTMENT OF ELECTRIC
Name of Project: Spare Substation Transformer Civil Construction

NOTICE TO CONTRACTORS
NOTICE IS HEREBY GIVEN THAT sealed Proposals will be received at the Office of the City Clerk, 311 Vernon Street, Roseville, California, until [to be determined] at 3:00 p.m. Late Proposals will be rejected. No exceptions.

The Proposals will be publicly opened and read by the City Clerk or designee of the City of Roseville at 3:05 p.m. on [to be determined] , 2026 at the Office of the City Clerk located at 311 Vernon Street, Roseville California for the following project:

Substation Transformers Civil Construction.

A pre-bid meeting will be held per the instructions listed on Public Purchase at:
https://www.publicpurchase.com.

A Project Manual, including all Contract Documents and the Proposal forms for bidding this project, may be obtained on-line from the City of Roseville’s website at https://www.roseville.ca.us/business/procurement_services/bids_rfps. All communications relative to this project shall be conducted through Public Purchase.

Bids shall be submitted on the City’s Proposal Forms included in the Project Manual, plainly endorsed with the Bidder’s name together with signed acknowledgement of any and all addenda. Proposal Forms shall be securely sealed in a suitable envelope marked with the name and address of the Bidder, and marked in capital letters on the front and back of the envelope as

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] follows:

I. [SPARE SUBSTATION TRANSFORMER CIVIL CONSTRUCTION]
(Name of Bidder)
(Address of Bidder)
Whether mailed or personally delivered, all bids shall be addressed to the City of Roseville, Office of the City Clerk, 311 Vernon Street, Roseville, California, 95678.

Each bid must be accompanied by a Bid Guaranty in the form of a Certificate of Deposit, Certified or Cashier’s Check, Bidder’s Bond or Irrevocable Standby Letter of Credit in an amount equal to at least ten percent (10%) of the Bidder’s Grand Total Price. The Bid Guaranty will be retained by the City and applied to any and all damages sustained by the City in the event that the successful Bidder fails or refuses to enter into the Contract awarded to it and to furnish all required bonds and Certificates of Insurance. The City intends to award the Contract to the lowest responsible Bidder based on the Grand Total Bid Price for all components of the Project.

To the extent allowed by law, the City reserves the right to reject any and all bids and/or to waive any irregularities or informalities in any bid or in the bidding procedure. The City specifically reserves the right to not award the Contract after the opening of bids.

Any bid may be withdrawn at any time prior to the time fixed in the public notice for the deadline submission of bids only by written request for the withdrawal of the bid filed with the City Clerk. The request shall be executed by the Bidder or his or her duly authorized representative. The withdrawal of a bid does not prejudice the right of the Bidder to file a new bid by the submission deadline. Whether or not bids are opened exactly at the time fixed in the public notice for opening bids, a bid will not be received after the deadline submission of bids

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] nor may any bid be withdrawn after the time fixed in the public notice for deadline for submission of bids. Immediately following the deadline for submission of bids all bids shall become the property of the City of Roseville and the City is under no obligation to return bids.

Bids will be examined and reported to the City Council within sixty (60) business days after the bid opening. Except as permitted by applicable law, no Bidder may withdraw its bid for a period of sixty (60) business days after the date of bid opening. Each Bidder will be notified of any award of the Contract by the City.

The City will affirmatively ensure non-discrimination on the basis of one or more of the following: race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, age, sexual orientation, or military and veteran status in the award and administration of contracts that it awards.

Pursuant to Public Contract Code Section 22300, the successful Bidder may submit certain securities in lieu of the City withholding retention of payments during the Project.

The City has determined that the Contractor shall possess a valid Class A, General Contractor's license at the time that the bid is submitted, as well as any other license classification as may be required by the laws of the California for the performance of the work specified in the Contract Documents. Said license shall be maintained during the Contract period. Failure to possess the specified license shall render the bid nonresponsive and will act as a bar to the award of the Contract to any Bidder not possessing such a license at the time of bid submittal. The Contractor shall provide certification of the license, its number and the expiration date on the proposal form.

The work is to be done in Placer County. Pursuant to California Labor Code Section 1773, the City has ascertained the General Prevailing Rate of Wages in the County in which the

NTC - 4
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] work is to be done to be as determined by the Director of Industrial Relations of the State of California. The Contractor is hereby made aware that information regarding 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. The Contractor is required to post a copy of the applicable wage rates at the job site. Attention is directed to Section 5 “Legal Relations and Responsibility” of the General Conditions.

Pursuant to Labor Code Section 1771.1(b), notice is hereby given 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 Public Contract Code, or engage in the performance of any contract for public work, as defined in Labor Code Sections 1720, et seq., unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5 or exempt from registration requirements pursuant to Labor Code Section 1725.5(f). It is not a violation of Labor Code Section 1771.1 for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform work pursuant to Labor Code Section 1725.5 at the time the contract is awarded or is exempt from registration requirements pursuant to Labor Code Section 1725.5(f). The Contractor is hereby notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

Vehicles with a GVWR greater than 8,500 lbs. and light – duty package delivery vehicles operated in California may be subject to the California Air Resources Board Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions and air pollutants. For more information, please visit the CARB Advanced Clean Fleets

NTC - 5
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. In addition, certain off-road diesel vehicles may be subject to the CARB In-Use Off-Road Diesel-Fueled Fleets Regulation. For more information, please visit the CARB In-Use Off-Road Diesel-Fueled Fleets Regulation webpage at https://ww2.arb.ca.gov/our-work/programs/use-road-diesel-fueledfleets-regulation.

All questions prior to the deadline for bid submissions shall be directed to Public Purchase at https://www.publicpurchase.com .

The deadline for submissions of questions and clarifications regarding the Contract Documents is 7 calendar days before the deadline for bid submissions. Only Addenda issued by the City are binding.

City Clerk, City of Roseville
Dated:

Published:

INT - 1
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024]

INSTRUCTIONS TO BIDDERS
II. SECTION 1. GENERAL
1-1.01 GENERAL. These Instructions to Bidders form a part of the Contract Documents. Capitalized terms are defined in the General Conditions Section 1. 1-1.02 EXAMINATION OF PLANS, CONTRACT DOCUMENTS AND
SITE OF THE WORK. The Bidder shall examine carefully the site of the Work and all the Contract Documents, including these Instructions to Bidders, and shall inform itself of the conditions relating to the execution of the Work. Failure to do so will not relieve the successful Bidder of its obligation to enter into an Agreement and complete the Work in strict accordance with the Contract Documents. Conditions relating to the execution of the Work include the requirements of federal, state, and local laws, statutes and ordinances relative to the execution of Work, including, but not limited to, applicable regulations concerning prevailing wage rates, non-discrimination in the employment of labor, protection of the public, employee health and safety, and environmental protection.

The submission of a bid shall be conclusive evidence that the Bidder has investigated and is satisfied as to the conditions to be encountered, as to the character, quality, and scope of Work to be performed, the quantities of materials to be furnished, and as to the requirements of all the Contract Documents.
1-1.03 EXISTING INFORMATION. Where the Department has made investigations of site conditions, including subsurface conditions in areas where Work is to be performed under the Contract, such investigations are made only for the purpose of study and design. City does not represent that such conditions as found in these investigations or inferences or conclusions drawn as a result of these investigations will represent actual site

INT - 2
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] conditions and hereby disclaims any liability as a result of Contractor’s or Bidder’s reliance on such investigations. City will presume that all Bidders have conducted their own site investigations, including investigations of subsurface conditions. Where such investigations have been made, Bidders or Contractors may, upon written request, inspect the records of the Department as to such investigations subject to the conditions set forth in these Instructions to Bidders. Such inspection of records may be made only at the location noted above. The records of such investigations are not a part of the Contract Documents and are shown solely for the convenience of the Bidder or Contractor. The City assumes no responsibility whatsoever with respect to the sufficiency or accuracy of the investigations made, the records thereof, or of the interpretations set forth therein or made by the City in its use thereof. The City makes no warranty or guarantee, either express or implied, that the conditions indicated by such investigations or records are representative of those existing throughout such areas, or any part thereof, or that unforeseen developments may not occur, or that materials other than, or in proportions different from those indicated, may not be encountered.

No information derived from such inspection of records of investigations or compilation thereof made by the City, the Department or from the Engineer, or his or her assistants, will in any way relieve the Bidder or Contractor from properly examining the site and making such additional investigations as it may elect, or from properly fulfilling the terms of the Contract.

INT - 3
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] III. SECTION 2: BID REQUIREMENTS
2-1.01 PROPOSAL FORMS. The Department will furnish to each Bidder standard Proposal Forms, which, when filled out and executed may be submitted as the bid.

Proposals shall include all pages in the Project Manual with page numbers marked “PROP” plus the Addendum acknowledgment form (front sheet) from all Addenda received by the Bidder.

Proposals shall be removed from the Project Manual. The full Project Manual shall not be submitted with the proposal. Bids not presented on forms so furnished will be disregarded.

The Proposal and one (1) copy thereof shall be submitted as directed in the “Notice to Contractors” under sealed cover plainly marked as a Proposal, and identifying the project to which the Proposal relates and the date of the bid opening therefor. Proposals which are not properly marked may be disregarded.

All blank spaces in the Proposal must be completed, as required, in ink. All price information shall be shown, clearly legible, in figures where required.

The Bidder shall sign the Proposal in the blank space provided therefor. If the Bidder is the sole owner, the Proposal shall be signed by the owner. If the Bidder is a corporation, the legal name of the corporation and its State of incorporation shall be set forth and the Proposal shall be signed by at least two officers authorized to sign contracts on behalf of the corporation.

If the Bidder is a partnership, the true name of the firm shall be set forth, the names and addresses of all partners shall be given and the Proposal shall be signed by a partner in the firm authorized to sign contracts on behalf of the partnership. If the Bidder is a joint venture, the Proposal shall be signed on behalf of each participating company by officers or other individuals who have the full and proper authorization to do so. If the Proposal is signed by an agent of the Bidder other than an officer of a corporation or a member of a partnership, a notarized Power of

INT - 4
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] Attorney must be on file with the City prior to opening of bids or must be submitted with the Proposal. If requested by the City, the Bidder shall promptly submit evidence satisfactory to the City of the authority of the person signing the Proposal. 2-1.02 SUBMISSION OF BIDS. Bids must be submitted at the prescribed time and location specified in the Notice to Contractors. Any submission received after the prescribed time shall be rejected, regardless of whether or not bids are opened exactly at the prescribed time.

Any unauthorized conditions or qualifications entered on, or changes made to, the Proposal may render it invalid and may cause its rejection.

No telegraphic, telephonic, or facsimile or other electronically transmitted bids will be considered.

IV. 2-1.03 REQUIRED LISTING OF PROPOSED SUBCONTRACTORS.

Each
Proposal shall list the name, address and Contractor license number of each Subcontractor to whom the Bidder proposes to subcontract portions of the Work in an amount in excess of onehalf of one percent (0.5%) of its total bid, in accordance with Section 4100 to 4114, inclusive, of the Public Contract Code for the State of California. The Bidder shall list the Subcontractor’s license number and the portion of the Work that will be done by each Subcontractor. If the Bidder fails to specify a Subcontractor for any portion of the Work, the Bidder agrees to perform that portion of the Work itself, and represents that it is qualified to perform that portion of the Work itself. The Bidder's attention is invited to other provisions of the Public Contract Code related to the imposition of penalties for a failure to observe its provisions by using unauthorized Subcontractors or by making unauthorized substitutions. 2-1.04 CONTRACTOR’S LICENSING LAWS. Attention is directed to the

INT - 5
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] provisions of Business and Professions Code Chapter 9 of Division 3 concerning the licensing of Contractors.

All Bidders at the time of bid submittal shall be licensed as Contractors in accordance with the laws of this State. Any Bidder or Contractor not so licensed is subject to the penalties imposed by such laws. The form of Contractor's license required is stated in the Notice to Contractors, provided that the City makes no representation as to whether the State may require other or additional licenses. It is the Bidder's and Contractor's responsibility to obtain the correct Contractor's licenses. Bidders shall be skilled and regularly engaged in the general class or type of Work called for under this Contract.

All Bidders and Contractors, including Subcontractors, shall have a current City business license before undertaking any Work.
2-1.05 NONCOLLUSION DECLARATION. By submitting a bid, the Bidder represents and warrants that such bid is genuine and not a sham or collusive or made in the interest or on the behalf of any person therein named, and that the Bidder has not, directly or indirectly, included or solicited any other Bidder to put in a sham bid, or any other person, firm, or corporation to refrain from bidding, and that the Bidder has not in any manner sought collusion to secure the Bidder an advantage over any other Bidder.

Bidders shall submit a properly completed and executed “Noncollusion Declaration” in the form required by Public Contract Code Section 7106 and provided with the Proposal (PROP11). 2-1.06 DISQUALIFICATION, REMOVAL OR OTHER PREVENTION OF BIDDING. A bid may be rejected on the basis of a Bidder, any officer of such Bidder, or any employee of such Bidder who has a proprietary interest in such Bidder, having been disqualified,

INT - 6
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] removed, or otherwise prevented from bidding on, or completing a federal, state, or local project because of a violation of law or a safety regulation.
2-1.07 PROPOSAL GUARANTY. All bids shall be accompanied by one of the following forms of Bidder's security: Cash, a cashier's check, a certified check, or a Bidder's bond executed by an admitted California surety insurer, made payable to the City of Roseville, or any other form of security deemed acceptable by the City Attorney. The security shall be in an amount equal to at least ten percent (10%) of the amount bid. A bid will not be considered unless one of the form of Bidder's security is enclosed with it.

A Bidder's bond shall conform to the City's bond form in the Proposal and shall be properly filled out and executed.
2-1.08 SCHEDULE OF BID PRICES. Bidders are directed to submit unit and lump sum prices for all Work set forth in the Contract Documents on the Proposal Form entitled “Schedule of Bid Prices.”
Unit prices and lump sum prices, as indicated, must be entered in the appropriate spaces provided in the Schedule of Bid Prices. If applicable, unit prices shall be multiplied by the quantities shown, and the total shall be inserted in the Amount column. In the event of any error or discrepancy between the unit price and the calculated amount, the unit prices shall govern.

The City may correct any mathematical errors apparent on the face of the bid.

The amounts shown in the Amount column must be added together in arriving at the Grand Total Bid Price.

Amounts for Allowance bid items must be entered in the exact amount in the Amount column.

The prices included within the Schedule of Bid Prices shall include all costs for labor,

INT - 7
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] materials, tools, equipment, services, Subcontractors, suppliers, taxes, insurance, shipment, delivery, overhead, profit, and all other costs necessary to perform the Work in accordance with the Contract Documents.

The Grand Total Bid Price shall be indicated in the Summary table form included with the Schedule of Bid Prices. The Grand Total Bid Price shall be the sum of the amounts bid for each of the designated portions of the Work, as more specifically described on the Schedule of Bid Prices form itself.

Full compensation for complying with the Contract Documents, including requirements of the Standard Specifications, the General Conditions, Supplemental Conditions, and all warranties, shall be considered included in the bid items and no additional compensation shall be allowed therefor.

Full compensation for completion of all work as shown on the plans, as specified in the Specifications, and as directed by the City, shall be considered included in the bid items and no additional compensation shall be allowed.

Bidders are strongly discouraged from submitting unbalanced bids. As used herein, the term “unbalanced bid” is defined as any bid that does not include a reasonable proportionate allocation of indirect costs and profit of each bid item indicated in the Schedule of Bid Prices.

The City reserves the right to reject any unbalanced bid if the City determines that there is a reasonable doubt that an acceptance of the bid will not result in the lowest ultimate cost to the City with regard to the work or a disproportionate distribution of contract funds.

The City reserves the right to delete any bid item in its entirety and/or significantly reduce the quantity of Work under a bid item. The City makes no representation that any Work under a bid item will be performed during the course of the Project or that the Work will be

INT - 8
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] performed at the quantities included in the Schedule of Bid Prices. As provided in the General Conditions, for any deleted Work, Contractor shall not be entitled to payment of the indirect costs and profit included for said bid item. All bid items shall be considered distinct and severable from the remaining bid items, and each Bidder acts at its peril if its bid is unbalanced.

The City shall compare bids on the basis of the Grand Total Bid Price, which includes the base bid and any alternates designated on the Schedule of Bid Prices. Alternates may or may not be awarded, or may be awarded in any combination, at the City’s discretion. 2-1.09 WITHDRAWAL OF PROPOSALS. Any bid may be withdrawn at any time prior to the time fixed in the Notice to Contractors for the opening of bids, provided that a request in writing, executed by the Bidder or its duly authorized representative, for the withdrawal of such bid is filed with the City Clerk. Facsimile and electronic mail requests are not acceptable. The withdrawal of a bid shall not prejudice the right of a Bidder to file a new bid. The withdrawal of any bid after the time fixed in the Notice to Contractors for the opening of bids will not be permitted.
2-1.10 ADDENDUM. Proposals shall include all costs and account for all Addenda issued prior to opening of bids. The Bidder is responsible for verifying that all issued Addenda have been received. An Addendum acknowledgment form for each Addendum shall be included as part of the Proposal submittal.
2-1.11 PUBLIC OPENING OF PROPOSALS. Proposals will be publicly opened and read at the time and place indicated in the Notice to Contractors. Bidders or their authorized agents are invited to be present.
2-1.12 TRENCHING AND EXCAVATION WORK. In accordance with the provisions of California Labor Code Section 6707, if the Work involves construction of a

INT - 9
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] pipeline, sewer, sewage disposal system, boring or jacking pits, or similar trenches or open excavations, which are five feet (5') or deeper, each bid submitted shall contain, as a bid item, adequate sheeting, shoring, and bracing, or equivalent method, for the protection of life or limb, which shall conform to all applicable safety orders.

INT - 10
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] V. SECTION 3: EVALUATION OF BIDS
3-1.01 BID EVALUATION PROCESS. Bids will be evaluated to determine the apparent low Bidder. The apparent low Bidder will be determined on the basis of the Grand Total Bid Price, as shown in the Schedule of Bid Prices. If additive or deductive alternates are used in the Schedule of Bid Prices, the apparent low Bidder will be the Bidder with the lowest total of the bid prices for base contract items plus the alternates designated by the City as those that will be used for determining the lowest bid price. However, the City reserves the right to (1) not award any alternates or (2) award any combination of alternates.

In case of discrepancy between the total of the base contract items and any specified alternates and the stated Grand Total Bid Price, the total of the base contract items plus specified alternates shall prevail. Any mathematical errors that appear on the face of the bid will be corrected by the City and the City will use the mathematically corrected addition. For example, if the mathematical total of Bidder’s base contract items plus specified alternates equals $1,000,000, but the Bidder has written $1,250,000 as the Grand Total Bid Price, the City will consider $1,000,000 to be the Bidder’s Grand Total Bid Price for purposes of comparison to other Bidders and actual bid award. The City reserves its rights to reject or accept bids based on discrepancies between the stated Grand Total Bid Price and the actual mathematical total of the base contract bid items, plus specified alternates.
3-1.02 REJECTION OF IRREGULAR PROPOSALS. Proposals may be rejected in the City's sole discretion if they show any alterations of form, additions not called for, conditional bids, incomplete bids, erasures, or irregularities of any kind. However, the City reserves the right to waive any minor irregularities and informalities in any bid or in the bid procedure for any reason.

INT - 11
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] 3-1.03 COMPETITIVE BIDDING. If more than one proposal is offered by any individual, firm, partnership, corporation, association, or any combination thereof, under the same or different names, all such proposals may be rejected. A party who has quoted prices on materials or Work to a Bidder is not thereby disqualified from quoting prices to other Bidders, or from submitting a bid directly for the materials or Work.

All Bidders are put on notice that any collusive agreement to control or affect the awarding of this Contract is in violation of the competitive bidding requirements of the City Charter, State Contract Act and the Business and Professions Code and may render void any Contract let under such circumstances.
3-1.04 RELIEF OF BIDDERS. If the Bidder claims a mistake was made in its bid, the Bidder shall give the Department written notice within five (5) Days after the opening of the bids of the alleged mistake, specifying in the notice in detail how the mistake occurred. No relief from a claimed mistaken bid shall be granted unless such mistake clearly appears on the face of the bid submitted to the City. Claimed mistakes on backup worksheets, spreadsheets, computerized bidding programs, or any other similar calculative bidding mistake which is not apparent on the face of the bid shall not under any circumstance be considered as a basis for relief. The burden of proving the occurrence of a mistake entitling a Bidder to relief from its bid rests entirely on the Bidder. Relief from bids shall be in the City's sole discretion.

INT - 12
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] VI. SECTION 4: AWARD AND EXECUTION OF CONTRACT
4-1.01 AWARD OF CONTRACT. The City reserves the right to reject any and all proposals and to award (or not award) any combination of bid items at its option. Any such award will be to the lowest responsible Bidder whose proposal complies with the requirements prescribed for the bid items awarded. Such award, if made, will be made within sixty (60) business days after the opening of the proposals. If the lowest responsible Bidder refuses or fails to execute the Contract, or provide an acceptable Performance Bond, Payment Bond, and insurance certificate(s), the City may award the Contract to the second lowest responsible Bidder. Such award, if made, will be made within eighty-two (82) business days after the opening of proposals. If the second lowest responsible Bidder refuses or fails to execute the Contract, or provide an acceptable Performance Bond, Payment Bond, and insurance certificate(s), the City may award the Contract to the third lowest responsible Bidder. Such award, if made, will be made within one hundred four (104) business days after the opening of the proposals. The above time periods within which the award of Contract may be made are subject to extension for such further period as may be agreed upon in writing between the City and the Bidder concerned.
4-1.02 RETURN OF BIDDER’S SECURITIES. Within ten (10) Days after the award of the Contract, the City Clerk will return all Bidders' securities, other than Bidders' bonds, accompanying the proposals that are not to be further considered in making the award.

Retained Bidders' securities will be held until the Contract has been fully executed, after which all Bidders' securities, except Bidders' bonds and any Bidders' securities that have been forfeited, will be returned.
4-1.03 CONTRACT BONDS. The successful Bidder shall furnish two (2)

INT - 13
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] bonds in the form contained in the section entitled Insurance Broker Information Packet and Bonds. One (1) bond shall secure the payment of the claims of laborers, mechanics or materialmen employed on the Work under the Contract, and the other bond shall guarantee the faithful performance of the Contract.

Each of the two (2) bonds shall be in a sum equal to one hundred percent (100%) of the Contract Price. If the Contract Price increases by the issuance of Change Orders, the penal amounts of the bonds required shall increase accordingly. Sureties on each of said bonds shall be satisfactory to the City.

All alterations, extensions of time, extra and additional Work, and other changes authorized by the Standard Specifications, the General Conditions, the Supplemental Conditions or any part of the Contract may be made without securing the consent of the surety or sureties on the Contract bonds.

Furthermore, the successful Bidder shall furnish a certificate from the County Clerk as required by California Civil Code of Procedure Section 995.660(a)(3). 4-1.04 INSURANCE. At the time of the execution of the Contract, the Contractor shall, at its own expense, procure, and at all times during the prosecution of the Work maintain in full force and effect Worker's Compensation Insurance, and Liability Insurance as specified in the General Conditions. The Contractor shall provide a Certificate of Insurance in the form contained in the section entitled Insurance Broker Information Packet. 4-1.05 EXECUTION OF CONTRACT. The Contract shall be signed by the successful Bidder and returned, together with all the required Contract bonds and insurance certificates, within fifteen (15) Days after the Contract has been awarded, or as otherwise directed, in writing, by the City.

INT - 14
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] If the Bidder is an individual, the Contract shall be executed personally by the Bidder. If the Bidder is a partnership, it is desirable that the Contract be executed by all of the partners, but it may be executed by one of them. If the Bidder is a corporation, it must be executed by two officers of the corporation consisting of (1) the chairman of the board, president or vice president; and (2) the secretary, assistant secretary, chief financial officer, treasurer or assistant treasurer, or by a person authorized by the corporation to execute written contracts on its behalf, and the corporate seal affixed thereto. In the alternative, a person other than an officer may sign the Contract, provided evidence satisfactory to the City is provided indicating the individual’s authority to bind the corporation. If the corporate seal is not affixed to the Contract, or if it is executed by a person other than officers, or only by one officer, there must be attached to the Contract a certified copy of a resolution of the corporation authorizing such officer or person to execute written contracts for and on behalf of the corporation. If the Bidder is a joint venture, the Contract must be executed on behalf of each participating firm by officers or other individuals who have the full and proper authorization to do so. 4-1.06 FAILURE TO EXECUTE CONTRACT. Failure of the lowest responsible Bidder, the second lowest responsible Bidder, or the third lowest responsible Bidder to execute the Contract and file acceptable bonds and insurance as provided within fifteen (15) Days after the Contract has been awarded, or as otherwise directed, in writing, by the City, shall be just cause for annulment of the award and forfeiture of the Bidder's security. The successful Bidder may file with the City Clerk a written notice, signed by the Bidder or Bidder's authorized representative, specifying that the Bidder will refuse to execute the Contract if presented to Bidder. The filing of such notice shall have the same force and effect as the failure of the Bidder to execute the Contract and furnish acceptable bonds within the time prescribed.

INT - 15
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] VII. SECTION 5: BID PROTEST PROCEDURES
5-1.01 POLICY/PROCEDURES. It is the policy of the City to consider fully and adjudicate promptly protests filed by prospective Bidders relating to the City’s bidding procedure or award of the Contract. Protests shall be filed and processed in accordance with Section 4.12.150 of the Roseville Municipal Code. A Bidder’s failure to follow the bid protest procedures may result in rejection of the protest by the City.

PROP - 1
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024]

PROPOSAL TO THE DEPARTMENT OF
Project:

Name of Bidder Business Phone
Business Address
Place of Business
Contractor’s License No.

License Expiration Date_
License Classification Type
DIR Registration No.

Type of business organization:
*If a Corporation, incorporated under the laws of the State of:

City of Roseville Business License No.

The undersigned Bidder herewith submits this Proposal and binds itself on award by the City of Roseville under this bid to execute a Contract in accordance with its bid and the Contract Documents.

The Notice to Contractors, Instructions to Bidders, Form of Agreement, Specifications, General Conditions, Supplemental Conditions, Contract Drawings, and Addenda, if any, are made part of this bid and all provisions thereof are hereby accepted, and all representations and warranties are required thereby are hereby affirmed.

The work to be done is described in the Bidding Documents entitled , City of Roseville, California.

This offer shall be irrevocable for a period of sixty (60) Days after the date on which bids are opened.

PROP - 2
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] The undersigned Bidder understands that any clarification made to the above or any new and different conditions or information submitted on or with its Proposal, other than that requested, may render the bid non-responsive.

The undersigned, as Bidder, declares that the only persons or parties interested in this Proposal as principals are those named herein; that this Proposal is made without collusion with any other person, firm, or corporation; that the Bidder has carefully examined the location of the proposed Work, the attached Form of Agreement, and the plans, Specifications, and other Contract Documents; and agrees if this Proposal is accepted, that it will contract with the City of Roseville, in the form of a copy of the Agreement contained in the Project Manual, to provide all necessary machinery, tools, apparatus and other means of construction, and to do all the work and furnish all the materials specified in the Contract Documents, in the manner and time therein prescribed, and according to the requirements of the Director, as therein set forth, and that the Bidder will take in full payment therefore prices indicated in the Schedule of Bid Items, including all work modified by addendum numbers . (IF NONE, STATE NONE).

Bids are required for all Bid Items. The amount of the Bid for comparison purposes will be the total of all items awarded.

The Bidder shall set forth for each item of work, in clearly legible figures, an item (“unit”) price and a total for the item in the respective spaces provided for this purpose in the Schedule of Bid Items.

The prices included within the Schedule of Bid Items include all costs for labor, materials, tools, equipment, services, Subcontractors, suppliers, taxes, insurance, shipment, delivery, overhead, profit, and for all other costs necessary to perform the Work in accordance

PROP - 3
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] with the Contract Documents.

Accompanying this Proposal is .
(Notice: Insert the words “Cash $ ,” “Cashier's Check,” “Certified Check,” or “Bidder's Bond,” as the case may be, in an amount equal to at least ten percent (10%) of the total of the Bid.)
The names of all persons interested in the foregoing Proposal as Principals, are as follows:

If SOLE OWNER, execute here:

I sign as sole owner of the business named above:

If PARTNERSHIP, one or more partners sign here:

The undersigned certify that we are partners in the business named above and that we sign this bid with the full authority to do so:

If CORPORATION, execute here:

Corporate Name:

PROP - 4
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] Incorporated under the laws of the State of
The undersigned certify that they sign this bid with the full and proper authorization so to do:

By
Signature of Authorized Official*
Title
Typewritten or Printed Name
By
Signature of Authorized Official*
Title
Typewritten or Printed Name
If JOINT VENTURE, execute here:

Joint Venture name composed of:

The undersigned certify that they sign this bid with the full and proper authorization so to do:

Signature of Authorized Official*
Title
Typewritten or Printed Name
Signature of Authorized Official*
Title
Typewritten or Printed Name
*If Bidder is a partnership or Joint Venture, give the full names of all partners and/or Joint Ventures in the space provided (use additional sheet if required). If Bidder is a corporation, two signatures are required as follows: (1) the Chairman, President, or Vice-President and (2) the Secretary, Assistant Secretary, Chief Financial Officer, Treasurer, or Assistant Treasurer. In the alternative, this Agreement may be executed by a single officer or a person other than an officer provided that evidence satisfactory to City is provided demonstrating that such individual is authorized to bind the corporation (example, a copy of a certified resolution from the corporation’s board or a copy of the corporation’s bylaws).

PROP - 5
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] [LIST OF SUBCONTRACTORS FOLLOWS ON NEXT PAGE.]

PROP - 6
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024]

LIST OF SUBCONTRACTORS
Contractor’s Name:

The Bidder is required to furnish the following information in accordance with the provisions of Section 4100 and 4114, inclusive, of the Public Contract Code of the State of California. This list and information shall include all Subcontractors that perform work, provide labor or render services to the Bidder in connection with the Project in an amount in excess of one-half of one percent (0.5%) of the total amount of the Bidder Grand Total Price.

PORTION/

TYPE OF
WORK
% OF

CONTRACT
SUBCONTRACTOR’S
NAME

CONTRACTOR
LICENSE NO. DIR REG NO. BUSINESS ADDRESS (CITY, STATE)

PROP - 7
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024]

SECURITY FOR COMPENSATION CERTIFICATE
(Required by California Labor Code Section 1861)
TO: City Council
City of Roseville
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Contract. (Signature of Bidder)
Business Address
Telephone

PROP - 8
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] BIDDER’S BOND
City Council of the City of Roseville
KNOW ALL MEN BY THESE PRESENTS:

That we
, as PRINCIPAL, and
a, and duly authorized to transact business
under the laws of the State of California, as SURETY, are held and firmly bound unto the City of Roseville in the penal sum of dollars
($ ), being at least TEN PERCENT (10%) OF THE TOTAL AMOUNT OF THE BID of the Principal above named, submitted by said Principal to the City of Roseville, acting by and through the Public Works Director, for the work described below, for the payment of which sum in lawful money of the United States, well and truly to be made, to the Director of the Department to which said Bid was submitted, we bind ourselves, our heirs, executors, administrators and successors, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH,
That whereas the Principal has submitted the above-mentioned Bid to the City Council of the City of Roseville, as aforesaid, for certain construction specifically described as follows, for which Bids are to be opened at the Office of the City Clerk located at 311 Vernon Street, Roseville, California, on , 20 FOR
(Copy here the exact title of work as it appears on the Proposal.)

PROP - 9
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] NOW, THEREFORE, IF THE AFORESAID PRINCIPAL is awarded the Contract and, within the time and manner required under the Contract Documents, after the prescribed forms are presented for signature, enters into a written Contract, in the prescribed form, in accordance with the Bid, and files all insurance and two (2) Bonds with the Department, one (1) to guarantee Faithful Performance and the other to guarantee Payment for Labor and Materials, as required by law, then this obligation shall be null and void; otherwise, it shall be and remain in full force and effect.

IN WITNESS WHEREOF, we have hereunto set our hands and seals on this day of , 20 .
(Seal)
(Seal)
(Seal)
Principal
(Seal)
(Seal)
(Seal)
Surety
Business Address
NOTE: To be considered complete, both the Principal and the Surety must sign this Bidder’s Bond. In addition, signatures of those executing for the Surety must be properly acknowledged.

PROP - 10
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] Project
Contractor

SCHEDULE OF BID ITEMS
BID
ITEM ITEM DESCRIPTION UNIT TOTAL AMOUNT ($)
1 Concrete foundation, conduits, and all associated work at Fiddyment Substation
Lump
Sum

2 Containment pit extension and all associated work at Sierra Vista Substation
Lump
Sum

PROP - 11
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024]

NONCOLLUSION DECLARATION TO BE EXECUTED BY

BIDDER AND SUBMITTED WITH BID
The undersigned declares:

I am the of
foregoing bid.
, the party making the
The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham. The Bidder has not directly or indirectly induced or solicited any other Bidder to put in a false or sham bid. The Bidder has not directly or indirectly colluded, conspired, connived, or agreed with any Bidder or anyone else to put in a sham bid, or to refrain from bidding. The Bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the Bidder or any other Bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other Bidder. All statements contained in the bid are true. The Bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, to effectuate a collusive or sham bid, and has not paid, and will not pay, any person or entity for such purpose.

Any person executing this declaration on behalf of a Bidder that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the Bidder.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on [date], at [city], [state].
(Signature of Declarant)

PROP - 12
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024]

DISQUALIFICATION QUESTIONNAIRE
The Bidder shall complete, under the penalty of perjury, the following questionnaire:

Has the Bidder, any officer of the Bidder, or any employee of the Bidder who has proprietary interest in the Bidder, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation?
Yes No
If the answer is yes, explain the circumstances in the following space.

NAME OF BIDDER:

SIGNATURE OF BIDDER:

TITLE OF BIDDER:

DATE:

PROP - 13
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024]

ACKNOWLEDGEMENT OF INSURANCE AND BOND REQUIREMENTS
Included in the Bid Price is full compensation for the requirements set forth in the INSURANCE BROKER INFORMATION PACKET of the Project Manual.

NAME OF BIDDER:

SIGNATURE OF BIDDER:

TITLE OF BIDDER:

DATE:

PROP - 14
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024]

DISCLAIMER OF WARRANTIES AND ACCURACY OF DATA
Although soil and site investigation reports have been obtained from sources believed to be reliable, no warranty expressed or implied is made regarding accuracy, adequacy, completeness, legality, reliability or usefulness of any information contained therein. These reports are subject to change at any time, may be incomplete, and/or may contain errors. This information is provided for informational purposes only. The City of Roseville provides this information on an “as is” basis. Warranties of any kind, express or implied, or statutory, including but not limited to the implied warranties of merchantability, and fitness for a particular purpose ARE DISCLAIMED to any party viewing these documents or to any third party.

The City of Roseville does not accept and expressly disclaims liability to any party viewing such information, or to any third party whatsoever, for any loss, damage, or injury (including incidental or consequential damages) whether such loss, damage, or injury is the result of negligence, willful or intentional misconduct, or any other cause.

I have read and acknowledged the above disclaimer and agree to hold harmless the City of Roseville on any theory of liability for any loss, damage or injury whether in contract, strict liability or tort arising in any way out of the use or contents of the released information or documents described above or the performance of the work called for herein.

Print Name Signature
Name of Business/Company/Corporation Date
Address Phone

PROP - 15
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] VIII. END OF PROPOSAL

1 [B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024]

A G R E E M E N T
THIS AGREEMENT, is made and entered into this day of ,
20 , by and between the City of Roseville, a municipal corporation, (“CITY”), and , a ,
(“CONTRACTOR”); and
W I T N E S E T H:

WHEREAS, the City Council of the CITY, at a meeting held on the day of , 20 , approved plans and specifications for the
and directed the City Clerk to advertise for sealed proposals for doing said work and providing that bids be submitted on the day of , 20 ; and
WHEREAS, the City Clerk, thereafter duly and regularly caused a notice to be published in the manner and for the time prescribed by law; and
WHEREAS, CONTRACTOR, pursuant to the provisions of said notice duly filed a bid with the City Clerk, a true copy of which bid is now on file in the office of the City Clerk, and is hereby referred to and by this reference made a part hereof as fully as if set forth at length herein; and
WHEREAS, all bids received pursuant to said notice were opened and examined and publicly declared at the time specified in said advertisement for bids and at a meeting of the City Council held on the day of , 20 , the Council found and

2 [B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] declared the bid of CONTRACTOR to be the lowest responsible bid and thereupon awarded a contract to CONTRACTOR to do the work referred to in the aforementioned specifications.

NOW, THEREFORE, the parties agree as follows:

1. THE WORK. CONTRACTOR agrees:
a. To do the work and furnish all the labor, materials, tools, supplies, equipment, superintendence, insurance, and bonds required for the in accordance with the Contract Documents (the Work).
b. To do and perform the Work contemplated hereby in a good and workmanlike manner under the direction of and to the satisfaction of the Director of Public Works of the City of Roseville.

2. PAYMENT. CITY shall pay CONTRACTOR
dollars ($ ) for the Work
to be done under this Agreement in accordance with the Contract Documents.

3. CONTRACT DOCUMENTS. The complete Agreement between the parties hereto consists of the following documents:
a. The advertisement for bids (including the notice to bidders, instructions to bidders and proposals);
b. The accepted bid;
c. Plans and specifications (including general conditions, supplemental conditions, special provisions and construction details); d. Bonds and insurance required by the specifications; and

3 [B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] e. This contract.

All documents specified above are intended to operate so that any work called for in any one and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents.

4. LIQUIDATED DAMAGES. In the event CONTRACTOR does not complete the Work within the time specified, CONTRACTOR agrees that CITY will suffer damages.

Inasmuch as the actual damages which would result from such breach by CONTRACTOR under this Agreement are uncertain, and would be impractical or extremely difficult to fix, CONTRACTOR agrees that it shall pay, or CITY shall deduct from CONTRACTOR’s fee, the amount of $ per day as liquidated damages, in the event of such delay.

5. TIME OF COMPLETION. Time is of the essence of this Agreement.

CONTRACTOR shall complete all Work under the Contract Documents within Days of the date of this Contract. CONTRACTOR shall begin work by the date specified in the “Notice to Proceed” letter and shall diligently prosecute all of the Work under this Contract in all parts and requirements as defined in the Contract Documents.

6. SERVICE OF NOTICE. Any notice required or permitted to be given under this Agreement shall be deemed given when (a) personally delivered to the recipient identified below; (b) mailed by registered or certified mail, return receipt requested, postage pre-paid, to the address specified below; or (c) sent by facsimile, with confirmation of receipt, to the facsimile number identified below.

CITY OF ROSEVILLE CONTRACTOR

4 [B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] CITY may also act through either its architect or construction manager if CITY expressly gives notice to CONTRACTOR, in writing, that CITY’s designee has authority to act for CITY in a specific capacity.

7. DISPUTES. Disputes arising from this Agreement will be determined in accordance with the Contract Documents and Public Contract Code Sections 10240-10240.13.

8. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

9. INDEPENDENT CONTRACTOR. CONTRACTOR shall act as an independent contractor, and covenants and agrees that it will conduct itself consistent with such status, that it will neither hold itself out as, nor claim to be, an officer or employee of CITY by reason of this Agreement.

10. SUCCESSORS IN INTEREST. This Agreement shall be binding upon the heirs, successors, executors, administrators and assigns of the respective parties hereto.

11. MODIFICATION. This Agreement and each provision contained herein may be waived, amended, supplemented or eliminated only by mutual written agreement of the parties.

12. SEVERABILITY. 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.

13. INTEGRATED AGREEMENT. This is an integrated agreement and contains all of the terms, considerations, understanding and promises of the parties. It shall be read as a whole.

14. CONTRACTORS LICENSE LAW. CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED AND REGULATED BY THE CONTRACTORS’ STATE LICENSE

5 [B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024]

BOARD WHICH HAS JURISDICTION TO INVESTIGATE COMPLAINTS AGAINST

CONTRACTORS IF A COMPLAINT REGARDING A PATENT ACT OR OMISSION IS FILED WITHIN FOUR (4) YEARS OF THE DATE OF THE ALLEGED VIOLATION. A

COMPLAINT REGARDING A LATENT ACT OR OMISISON PERTAINING TO STRUCUTRAL DEFECTS MUST BE FILED WITHIN TEN (10) YEARS OF THE DATE OF THE ALLEGED VIOLATION. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE REGISTRAR, CONTRACTORS’ STATE LICENSE BOARD, P.O.

BOX 26000, SACRAMENTO, CALIFORNIA 95826.

IN WITNESS WHEREOF, the City of Roseville, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under 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 duly executed.

CITY OF ROSEVILLE, a , a
municipal corporation
BY: BY:

DOMINICK CASEY its:

City Manager
ATTEST:
and
BY:
its:

BY:

CARMEN AVALOS
City Clerk

[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] APPROVED AS TO FORM:

BY:

MICHELLE SHEIDENBERGER
City Attorney
APPROVED AS TO SUBSTANCE:

BY:

Print Name:

Title:
6

[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024]

INSURANCE BROKER INFORMATION PACKET
Project:

NOTICE TO CONTRACTOR:

For your convenience, this package contains the Requirements for Insurance and Bonds for this project, including the necessary City forms. You are required to return these forms in addition to the executed Contract within fifteen (15) calendar days after the award of the Bid, unless otherwise directed by City in writing. (See the Instructions to Bidders.) Please insert the dollar amount of your accepted Bid into the blank on page INS-1 and present this entire package to your insurance broker if you are awarded the Bid.

[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024]

TABLE OF CONTENTS
Page
Notice to Insurance Broker INS 1
Insurance Requirements INS 2
Public Works Faithful Performance Bond INS 10
Public Works Payment Bond INS 13

INS - 1
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024]

NOTICE TO INSURANCE BROKER
Your client has been awarded a bid by the City Council of the City of Roseville to perform a public works project known as .

The Contract Conditions for that project require your client (“the Contractor”) to return certain evidence of insurance and bonds to the City Attorney of the City within fifteen (15) days after the Bid award, unless otherwise directed by the City in writing, or else the Bid award may be terminated and awarded to another company.

This package contains the information you will need as an insurance broker to provide the appropriate insurance and bonds to the City. The insurance coverages the Contractor needs are specified in the section entitled “Insurance Requirements.” Please note that, in addition to the insurance certificate itself, copies of several endorsements must be actually furnished.

Please refer to the Supplemental Conditions for modifications of the General Conditions, if any, and the requirements of this insurance packet.

Please use the standard City of Roseville Bond Forms provided in this package.

The Bonds required must each be in the penal amount of: $ .

Bonds must be sent to the following staff person:

Insurance documents must be provided using one of the following methods:
a. By email to [email protected]
b. By fax to (770) 335-5727
After using one of these methods, please DO NOT also send the insurance certificate(s) by mail.
c. Or mail the documents to
City of Roseville
Insurance Compliance
P.O. Box 100085-R1
Duluth, GA 30096

INS - 2
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] When forwarding the documents, please refer to the project name so that the documents can be matched with the Contract for which they are submitted.

Thank you.

INS - 3
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024]

INSURANCE REQUIREMENTS
The following sections are quoted from the General Conditions:
5-1.23 INSURANCE COVERAGE.

A. Evidence of Maintenance Required. The Contractor shall, at its expense, procure and at all times maintain in full force and effect at a minimum the insurance required by this section on all of its operations; and the 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 the 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.

B. Qualifying Insurers. With the exception of the State Compensation Insurance Fund, all required insurance policies shall be issued by companies acceptable to the City and 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.

C. Insurance Required.

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations with limits of no less than Two Million Dollars ($2,000,000) per occurrence for bodily injury, personal injury and property damage for projects under One Million Dollars ($1,000,000) and

INS - 4
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] limits of no less than Five Million Dollars ($5,000,000) per occurrence for bodily injury, personal injury and property damage for projects over One Million Dollars ($1,000,000). If a general aggregate limit applies, either the aggregate limit shall apply separately to this project or the general aggregate limit shall be twice the required occurrence limit.

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 insureds (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 ISO CG 2010 10 01 combined with ISO CGL Endorsement CG 2037 10 01. Any other endorsement must be approved in writing by the City.

Endorsements must include coverage for on-going and completed operations, which coverage shall be maintained for four (4) years following completion of the Project. Endorsements shall cover the City of Roseville, its officers, agents, employees, and volunteers. b. The insurance shall provide coverage for claims by one insured against another insured and the policies shall not contain any cross-suits exclusions, crossliability exclusions, or insured versus insured exclusions. The policies shall not contain any classification exclusions purporting to deny coverage for any work to be performed by Contractor or any of its Subcontractors.
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 the City nor its insurers will be called upon to contribute to a loss. d. Such insurance shall specifically cover the contractual liability of

INS - 5
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] 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. The Contractor shall furnish a certificate for the period covered.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than One Million Dollars ($1,000,000) per accident for bodily injury and property damage.

3. Workers' Compensation: In accordance with the provisions of the California Labor Code, Contractor is required to be insured against liability for Workers' Compensation or to undertake self-insurance. Statutory Workers' Compensation and Employers' Liability of at least One Million Dollars ($1,000,000) shall cover all Contractors staff while performing any work incidental to the performance or this Agreement.

4. Professional Liability: Professional Liability (Errors and Omission) Insurance appropriate to Contractor’s profession, with a limit of liability not less than One Million Dollars ($1,000,000) per occurrence or claim and Two Million Dollars ($2,000,000) aggregate to cover all design and engineering services rendered by Contractor pursuant to the Agreement. Coverage must commence from the first day that Contractor or any of its Subcontractors provided any design or engineering services in connection with the Project.

INS - 6
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024]

5. Builder’s Risk/Course of Construction Insurance Is OR Is Not Required by Risk Management: The 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 or acceptance of the Work if no Notice of Completion is to be recorded.

The 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 the City as a loss payee as its respective interests may appear, and certified copies of such policies shall be filed with the 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.

6. Pollution Coverage: Contractor shall procure pollution liability coverage or other insurance covering claims for bodily injury or property damage arising out of the abatement, removal, storage, transportation, or other exposure to hazardous materials or

INS - 7
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] pollutants, in limits not less than Two Million Dollars ($2,000,000). Contractor shall add the City and all parties required to be indemnified by Contractor as additional insured on all pollution liability policies.

7. Higher Coverage Limits: If Contractor maintains higher coverage limits than the amounts shown above, then the City requires and shall be entitled to coverage for the higher coverage limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

8. Claims Made Coverage: Liability insurance coverage may not be written on a “claims made” or modified occurrence basis. The Certificate of Insurance must clearly provide that the coverage is on an “occurrence” basis.
5-1.24 OTHER INSURANCE PROVISIONS.

A. The requirements of the Standard Specifications as to types and limits of insurance coverage to be maintained by the Contractor, and any approval of insurance by the City, are not intended to, and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to the Contract, including, but not limited to, the provisions concerning indemnification, nor preclude the City from taking any other action available to it under any other provision of the Contract or law.

B. The City acknowledges that some insurance requirements contained in these Standard Specifications may be fulfilled by self-insurance on the part of the 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 the 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

INS - 8
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] 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. The 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, the Contractor shall require its subcontractors to agree to be bound to the Contractor and the City in the same manner and to the same extent as the Contractor is bound to the City under this Contract. Additionally, the Contractor shall obligate its subcontractors to comply with these same provisions with respect to any tertiary subcontractor, regardless of tier. A copy of the City’s indemnity and insurance provisions will be furnished to the subcontractor or tertiary subcontractor upon request. Alternatively, the Contractor may insure subcontractor(s) under its own policy.

D. The 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 the Contractor; and with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. Coverage shall not extend to any 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.

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

[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the 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. The insurance procured by Contractor shall be subject to the approval of the City, but any acceptance of insurance certificates by the City shall in no way limit or relieve Contractor of its duties and responsibilities under the Agreement.

G. Contractor shall be responsible for all premiums, deductibles, and selfinsured retention applicable to the insurance it is required to procure under the Contract. All deductibles or self-insured retentions over five hundred thousand dollars ($500,000) must be approved by the City, in writing. Contractor shall be responsible for all deductibles, self-insured retention payments, and/or increased premiums incurred if the City’s policies of insurance are forced to cover damages or respond to claims for which Contractor or its Subcontractors were obligated to provide insurance under the Contract.

H. Failure of the City to enforce in a timely manner any of the requirements of these insurance provisions shall not act as a waiver to enforcement of any of these provisions at a later date.

I. Contractor’s indemnity obligations shall not be limited by these insurance provisions and shall survive the expiration of the Contract and the insurance provisions of the Contract shall likewise not be limited by the indemnity provisions of the Contract.

J. THE CITY RESERVES THE RIGHT TO WITHHOLD ANY

PROGRESS PAYMENTS TO THE CONTRACTOR IN THE EVENT OF
NONCOMPLIANCE WITH ANY INSURANCE REQUIREMENTS.

INS - 9

[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] IX. PUBLIC WORKS

FAITHFUL PERFORMANCE BOND
(Project: )
WHEREAS, the City of Roseville (“CITY”) has awarded a bid and contract to as contractor (“PRINCIPAL”) for the public work described as (the “WORK”). The
contract (“AGREEMENT”), for the public work described above, and all of its terms and conditions are incorporated by reference and made a part hereof; and WHEREAS, the PRINCIPAL is required to furnish a bond in connection with the AGREEMENT guaranteeing its faithful performance; and
NOW, THEREFORE, we the undersigned PRINCIPAL and
, a , admitted
and duly authorized to transact business under the laws of the State of California, as SURETY (“SURETY”), are held and firmly bound unto the CITY or its successors and assigns in the sum of
dollars ($ ) (which amount is not less than 100% of the AGREEMENT price) to be paid to the CITY or its successors and assigns; and for which payment, well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors or assigns jointly and severally, firmly by these presents.

The condition of this obligation is such that if the PRINCIPAL, or its heirs, executors, administrators, successors or assigns, shall abide by, and in all respects promptly and faithfully perform the covenants, conditions and provisions in said AGREEMENT and any alteration thereof made as therein provided, notice of which alterations to Surety being hereby waived, on its part to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless CITY, its officers, agents, employees, volunteers as therein stipulated, then this obligation shall be null and void; otherwise, this obligation shall be and remain in full force and effect.

As condition precedent to the satisfactory completion of the contract, the obligation of the PRINCIPAL and SURETY under this Bond shall remain in effect for a period of one (1) year after the completion and acceptance of the WORK. During that time, if the PRINCIPAL, its heirs, executors, administrators, successors or assigns fails to make full, complete and satisfactory repair and replacement or totally protect the CITY from any loss or damage made evident during that year which results from or is caused by either defective materials or faulty workmanship in the prosecution of the WORK, then the obligation shall remain in full force and effect. However, anything in Bond No.

Premium $

[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] this paragraph to the contrary notwithstanding, the obligation of the SURETY shall continue so long as any obligation of the PRINCIPAL remains.

No prepayment or delay in payments, and no change, extension, addition or alteration of any provision of the AGREEMENT or in the specifications agreed to between the PRINCIPAL and the CITY, or any forbearance on the part of the CITY shall operate to relieve the SURETY. The SURETY hereby waives the provisions of Section 2819 of the California Civil Code. The SURETY waives all rights of subrogation against the CITY or any person employed by the CITY. If the contract price increases by the issuance of change orders, the amount specified in this bond shall increase by the same amount.

Whenever PRINCIPAL shall be and declared by CITY to be in default under the AGREEMENT, SURETY shall promptly remedy the default, or shall promptly do one of the follow at CITY’s election:

1. Undertake through its agents or independent contractors, reasonably acceptable to CITY, to complete the AGREEMENT in accordance with its terms and conditions and to pay and perform all obligations of PRINCIPAL under the AGREEMENT, including without limitation, all obligations with respect to warranties, guarantees, and the payment of liquidated damages.

2. Reimburse CITY for all costs CITY incurs in completing the AGREEMENT, and in correcting, repairing or replacing defects in materials or workmanship and/or materials and workmanship which do not conform to the specifications in the AGREEMENT.

SURETY’s obligations hereunder are independent of the obligations of any other surety for the performance of the AGREEMENT, and suit may be brought against SURETY and such other sureties, jointly and severally, or against any one or more of them, or against less than all of them without impairing CITY’s rights against the others.

No right of action shall accrue on this bond to or for the use of any person or corporation other than CITY or its successors or assigns.

As part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by CITY in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. [SIGNATURES NEXT PAGE]

[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] IN WITNESS WHEREOF, this instrument has been duly executed by the PRINCIPAL and SURETY above-named, on the day of ,
20 .

PRINCIPAL: SURETY:

BY: BY:

PRINT NAME: _ PRINT NAME: _ _
PRINT TITLE: _ PRINT TITLE: _
AND MAILING ADDRESS:

BY:

PRINT NAME: _ _ _
PRINT TITLE: _ _
(Notarization by Surety and copy of
Power of Attorney required.)
APPROVED AS TO FORM:

BY:

City Attorney

[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] X. PUBLIC WORKS

LABOR AND MATERIALS PAYMENT BOND
(Project: )
WHEREAS, the City of Roseville (“CITY”), has awarded a bid and contract to as contractor (“PRINCIPAL”), for the public work described as (the “WORK”). The
contract (“AGREEMENT”), for the public work described above, and all of its terms and conditions are incorporated by reference and made a part hereof; and WHEREAS, the PRINCIPAL is required to furnish a bond in connection with the AGREEMENT guaranteeing payment of persons who provide labor and material; and NOW, THEREFORE, we the undersigned PRINCIPAL and
, a , admitted
and duly authorized to transact business under the laws of the State of California, as SURETY (“SURETY”), are held and firmly bound unto the CITY or its successors and assigns in the sum of
dollars ($ ) (which amount is not less than 100% of the AGREEMENT price) to be paid to the CITY or its successors and assigns; and for which payment, well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors or assigns jointly and severally, firmly by these presents.

The condition of the obligation is such that if the PRINCIPAL, its subcontractors, heirs, executors, administrators, successors or assigns fails to pay any of the persons named in Section 8004 or 9100 of the Civil Code of the State of California, or the amounts due under the Unemployment Insurance Code of the State of California, or any amounts required to be deducted, withheld and paid over to the Employment Development Department from the wages of employees of the PRINCIPAL and its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code, with respect to work or labor performed by any such claimant, that the SURETY will pay for the same, in an amount not exceeding the sum specified in this bond, and also, in case suit is brought upon the bond, shall pay reasonable attorneys’ fees, to be fixed by the Court.

This bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file a Stop Payment Notice pursuant to the provisions of Section 9350 et seq. of the Civil Code of the State of California, so as to give a right of action to them or their assigns in any suit brought upon this bond.

Bond No.

Premium $

[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] No prepayment or delay in payments, and no change, extension, addition or alteration of any provision of the AGREEMENT or in the specifications agreed to between the PRINCIPAL and the CITY, or any forbearance on the part of the CITY shall operate to relieve the SURETY. The SURETY hereby waives the provisions of Section 2819 of the California Civil Code. The SURETY waives all rights of subrogation against the CITY or any person employed by the CITY. If the contract price increases by the issuance of change orders, the amount specified in this bond shall increase by the same amount.

As part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by CITY in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered.

IN WITNESS WHEREOF, this instrument has been duly executed by the PRINCIPAL and SURETY above-named, on the day of ,
20 .

PRINCIPAL: SURETY:

BY: BY:

PRINT NAME: _ PRINT NAME: _ _
PRINT TITLE: _ PRINT TITLE: _
AND MAILING ADDRESS:

BY:

PRINT NAME: _ _ _
PRINT TITLE: _ _
(Notarization by Surety and copy of
Power of Attorney required.)
APPROVED AS TO FORM:

BY:

City Attorney

[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024]

CITY OF ROSEVILLE

GENERAL CONDITIONS
FOR

BUILDINGS AND GROUNDS
GC

GC – i
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] XI. CITY OF

ROSEVILLE GENERAL

CONDITIONS FOR

BUILDINGS AND GROUNDS
SECTION 1: DEFINITIONS AND TERMS .................................................................... GC-1:1 1-1.01 GENERAL ......................................................................................................GC-1:1 1-1.02 ACCEPTANCE ..............................................................................................GC-1:1 1-1.03 ADDENDUM ..................................................................................................GC-1:1 1-1.04 AS-BUILT DOCUMENTS, AS-BUILT DRAWINGS AND RECORD DOCUMENTS................................................................................................GC-1:1 1-1.05 ASSESSMENT ...............................................................................................GC-1:1 1-1.06 BENEFICIAL OCCUPANCY ......................................................................GC-1:2 1-1.07 BID GUARANTY...........................................................................................GC-1:2 1-1.08 BIDDER ..........................................................................................................GC-1:2 1-1.09 BIDDING DOCUMENTS .............................................................................GC-1:2 1-1.10 CHANGE ORDER .........................................................................................GC-1:2 1-1.11 CITY................................................................................................................GC-1:2 1-1.12 CITY ATTORNEY ........................................................................................GC-1:2 1-1.13 CITY CLERK.................................................................................................GC-1:2 1-1.14 CLAIM ............................................................................................................GC-1:2 1-1.15 CONSTRUCTION SCHEDULE ..................................................................GC-1:3 1-1.16 CONTRACT OR AGREEMENT .................................................................GC-1:3 1-1.17 CONTRACT CONDITIONS ........................................................................GC-1:3 1-1.18 CONTRACT DOCUMENTS ........................................................................GC-1:3 1-1.19 CONTRACT DRAWINGS............................................................................GC-1:3 1-1.20 CONTRACT PRICE......................................................................................GC-1:4 1-1.21 CONTRACT TIME .......................................................................................GC-1:4 1-1.22 CONTRACTOR .............................................................................................GC-1:4 1-1.23 DAY OR DAYS...............................................................................................GC-1:4 1-1.24 DEPARTMENT .............................................................................................GC-1:4 1-1.25 DIRECT COSTS ............................................................................................GC-1:4 1-1-26 DIRECTOR. ...................................................................................................GC-1:6 1-1.27 EMERGENCY. ..............................................................................................GC-1:6 1-1.28 ENGINEER OR ARCHITECT.....................................................................GC-1:7 1-1.29 FINAL COMPLETION.................................................................................GC-1:7 1-1.30 FORCE ACCOUNT.......................................................................................GC-1:7 1-1.31 GENERAL NOTES........................................................................................GC-1:7 1-1.32 INSTALLATION, INSTALL........................................................................GC-1:7 1-1.33 LABORATORY .............................................................................................GC-1:7 1-1.34 LEGAL HOLIDAYS......................................................................................GC-1:7 1-1.35 LIQUIDATED DAMAGES...........................................................................GC-1:7 1-1.36 NOTICE OF COMPLETION .......................................................................GC-1:8 1-1.37 NOTICE TO PROCEED ...............................................................................GC-1:8 1-1.38 NOTICE OF TERMINATION .....................................................................GC-1:8

GC – ii
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] 1-1.39 OVERHEAD ................................................................................................... GC-1:8 1-1.40 PREMISES .....................................................................................................GC-1:9 1-1.41 PROFESSIONAL ENGINEER ....................................................................GC-1:9 1-1.42 PROJECT MANUAL ....................................................................................GC-1:9 1-1.43 PROPOSAL FORMS.....................................................................................GC-1:9 1-1.44 REQUEST FOR INFORMATION (RFI). ...................................................GC-1:9 1-1.45 SAFETY ..........................................................................................................GC-1:9 1-1.46 SCHEDULE OF VALUES. ...........................................................................GC-1:9 1-1.47 SHOP DRAWINGS......................................................................................GC-1:10 1-1.48 SPECIFICATIONS......................................................................................GC-1:10 1-1.49 SUBCONTRACTOR ...................................................................................GC-1:10 1-1.50 SUBMITTALS .............................................................................................GC-1:10 1-1.51 SUPPLEMENTAL CONDITIONS ............................................................GC-1:10 1-1.52 SUPPLIER ....................................................................................................GC-1:10 1-1.53 WORK...........................................................................................................GC-1:11 1-1.54 WORK SITE.................................................................................................GC-1:11 1-1.55 WORKING DRAWINGS ............................................................................GC-1:11 SECTION 2: CONTROL AND SCOPE OF THE WORK .............................................GC-2:1 2-1.01 AUTHORITY OF DIRECTOR ....................................................................GC-2:1 2-1.02 INTENT OF CONTRACT DOCUMENTS..................................................GC-2:1 2-1.03 EXAMINATION AND VERIFICATION OF CONTRACT
DOCUMENTS................................................................................................GC-2:2 2-1.04 CONTRACT DRAWINGS............................................................................GC-2:3 2-1.05 COORDINATION AND INTERPRETATION OF CONTRACT
DOCUMENTS................................................................................................GC-2:3 2-1.06 INDEPENDENT CONTRACTOR STATUS...............................................GC-2:5 2-1.07 ORDER OF WORK .......................................................................................GC-2:5 2-1.08 SUBMITTALS ...............................................................................................GC-2:5 2-1.08A SHOP DRAWINGS..................................................................................GC-2:6 2-1.08B DESCRIPTIVE DATA ............................................................................GC-2:7 2-1.08C SAMPLES ................................................................................................GC-2:7 2-1.08D MANUALS, INSTRUCTIONS AND AFFIDAVIT................................GC-2:7 2-1.08E ALTERNATIVES...................................................................................GC-2:10 2-1.09 DISPOSAL OF MATERIAL OUTSIDE THE WORK SITE...................GC-2:12 2-1.10 ACCESS TO THE WORK ..........................................................................GC-2:12 2-1.11 TEMPORARY UTILITIES ........................................................................GC-2:12 2-1.12 UTILITY FACILITIES ...............................................................................GC-2:13 2-1.13 PRESERVATION AND CLEANING ........................................................GC-2:14 2-1.14 LIMITATIONS ON WORK SITE AND PREMISES ...............................GC-2:14 2-1.15 DUST CONTROL ........................................................................................GC-2:15 2-1.16 SANITATION ..............................................................................................GC-2:15 2-1.17 NIGHT WORK AND NORMAL WORKING HOURS............................GC-2:15 2-1.18 LINES AND GRADES.................................................................................GC-2:16 2-1.19 ARCHEOLOGICAL DISCOVERIES .......................................................GC-2:17 2-1.20 PRESERVATION OF MONUMENTS ......................................................GC-2:17 2-1.21 CONFORMITY WITH CONTRACT DOCUMENTS .............................GC-2:18

GC – iii
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] 2-1.22 FINAL CLEANUP ....................................................................................... GC-2:18 2-1.23 AS-BUILT DOCUMENTS AND DRAWINGS .........................................GC-2:18 2-1.24 SUPERINTENDENCE ................................................................................GC-2:19 2-1.25 CHARACTER OF WORKER ....................................................................GC-2:20 2-1.26 INSPECTION ...............................................................................................GC-2:20 2-1.27 REMOVAL OF REJECTED AND UNAUTHORIZED WORK .............GC-2:21 SECTION 3: CHANGES IN THE WORK ......................................................................GC-3:1 3-1.01 CHANGES ......................................................................................................GC-3:1 3-1.02 PROPOSED CHANGE ORDERS ................................................................GC-3:2 3-1.03 EMERGENCY AND INDETERMINATE TYPE CHANGE ORDERS ...GC-3:3 3-1.04 EXECUTED CHANGE ORDER ..................................................................GC-3:3 3-1.05 CONTRACT PRICE ADJUSTMENT .........................................................GC-3:3 3-1.06 FORCE ACCOUNT PAYMENT..................................................................GC-3:5 3-1.06A LABOR .....................................................................................................GC-3:6 3-1.06B MATERIALS............................................................................................GC-3:6 3-1.06C EQUIPMENT...........................................................................................GC-3:7 3-1.06D MARKUPS ...............................................................................................GC-3:8 3-1.06E RECORDS ................................................................................................GC-3:9 3-1.07 COST REDUCTION PROPOSALS...........................................................GC-3:11 SECTION 4: CONTROL OF MATERIALS ...................................................................GC-4:1 4-1.01 MATERIALS .................................................................................................GC-4:1 4-1.02 PRODUCT AND REFERENCE STANDARDS..........................................GC-4:2 4-1.03 SAMPLING AND TESTING OF MATERIALS.........................................GC-4:2 4-1.04 CERTIFICATES OF COMPLIANCE .........................................................GC-4:7 SECTION 5: LEGAL RELATIONS AND RESPONSIBILITY ....................................GC-5:1 5-1.01 LAWS TO BE OBSERVED ..........................................................................GC-5:1 5-1.02 HOURS OF LABOR ......................................................................................GC-5:1 5-1.03 NONDISCRIMINATION .............................................................................GC-5:2 5-1.04 PREVAILING WAGE...................................................................................GC-5:3 5-1.05 REGISTRATION REQUIRED AS QUALIFICATION TO BID ..............GC-5:6 5-1.06 PAYROLL RECORDS ..................................................................................GC-5:7 5-1.07 SAFETY REQUIREMENTS ......................................................................GC-5:10 5-1.08 SUBSURFACE EXCAVATIONS, NOTIFICATION...............................GC-5:15 5-1.09 PUBLIC SAFETY ........................................................................................GC-5:15 5-1.10 EMERGENCIES..........................................................................................GC-5:17 5-1.11 APPRENTICES ...........................................................................................GC-5:18 5-1.12 FAIR LABOR STANDARDS ACT ............................................................GC-5:18 5-1.13 WORKERS' COMPENSATION ................................................................GC-5:19 5-1.14 AIR POLLUTION CONTROL AND ASBESTOS....................................GC-5:19 5-1.15 USE OF PESTICIDES .................................................................................GC-5:20 5-1.16 SOUND AND LIGHT CONTROL REQUIREMENTS............................GC-5:20 5-1.17 WEIGHT LIMITATIONS ..........................................................................GC-5:21 5-1.18 ENVIRONMENTAL CLEARANCES; MITIGATION MONITORING
PROGRAMS; AND REGULATORY AGENCY PERMIT

GC – iv
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] REQUIREMENTS ....................................................................................... GC-5:21 5-1.19 PERMITS AND LICENSES .......................................................................GC-5:21 5-1.20 WATER POLLUTION ................................................................................GC-5:22 5-1.21 PROTECTION AND USE OF PROPERTY..............................................GC-5:23 5-1.22 RESPONSIBILITY FOR DAMAGE AND INDEMNIFICATION .........GC-5:24 5-1.23 INSURANCE COVERAGE ........................................................................GC-5:26 5-1.24 OTHER INSURANCE PROVISIONS .......................................................GC-5:31 5-1.25 THIRD PARTY BENEFICIARY ...............................................................GC-5:33 5-1.26 COORDINATION AND ACCESS .............................................................GC-5:33 5-1.27 OCCUPANCY BY THE DEPARTMENT PRIOR TO ACCEPTANCE ..GC-5:34 5-1.28 RIGHT TO OPERATE UNSATISFACTORY FACILITIES AND
EQUIPMENT ...............................................................................................GC-5:35 5-1.29 CONTRACTOR'S RESPONSIBILITY FOR THE WORK ....................GC-5:36 5-1.30 RESPONSIBILITY FOR UTILITIES .......................................................GC-5:37 5-1.31 PROPERTY RIGHTS IN MATERIALS ...................................................GC-5:39 5-1.32 COURT ORDERED DELAY......................................................................GC-5:39 5-1.33 NO PERSONAL LIABILITY .....................................................................GC-5:39 5-1.34 RIGHTS IN LAND AND IMPROVEMENTS ...........................................GC-5:40 5-1.35 ANTITRUST CLAIMS................................................................................GC-5:40 5-1.36 RIGHTS TO DRAWINGS, TECHNICAL DATA PATENTS .................GC-5:40 5-1.37 PAYMENT OF TAXES ...............................................................................GC-5:41 5-1.38 GRATUITIES AND CONFLICT OF INTEREST ....................................GC-5:42 5-1.39 COOPERATION..........................................................................................GC-5:43 5-1.40 DIGGING TRENCHES OR OTHER EXCAVATIONS ..........................GC-5:43 5-1.41 CONTRACTOR REGISTRATION ...........................................................GC-5:44 5-1.42 CITY OF ROSEVILLE ENCROACHMENT PERMITS AND
RIGHTS-OF-WAY ......................................................................................GC-5:45 SECTION 6: PROSECUTION AND PROGRESS..........................................................GC-6:1 6-1.01 SUBLETTING AND SUBCONTRACTING ...............................................GC-6:1 6-1.02 ASSIGNMENT ...............................................................................................GC-6:2 6-1.03 BEGINNING OF WORK ..............................................................................GC-6:2 6-1.04 PROGRESS SCHEDULE. ............................................................................GC-6:3 6-1.05 SCHEDULE OF VALUES ............................................................................GC-6:9 6-1.06 CITY’S RIGHT TO STOP WORK ..............................................................GC-6:9 6-1.07 TIME OF COMPLETION ..........................................................................GC-6:11 6-1.08 LIQUIDATED DAMAGES.........................................................................GC-6:12 6-1.09 DELAYS AND EXTENSIONS TO THE WORK......................................GC-6:13 6-1.10 TERMINATION ..........................................................................................GC-6:18 6-1.10A TERMINATION OF AGREEMENT – CONVENIENCE OF CITY.. GC-6:18 6-1.10B TERMINATION OF AGREEMENT - FOR CAUSE ..........................GC-6:21 SECTION 7: ACCEPTANCE AND PAYMENT ............................................................GC-7:1 7-1.01 ACCEPTANCE ..............................................................................................GC-7:1 7-1.02 SCOPE OF PAYMENT .................................................................................GC-7:2 7-1.03 NOTICE OF POTENTIAL CLAIM ............................................................GC-7:2 7-1.04 CLAIMS .........................................................................................................GC-7:5

GC – v
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] 7-1.05 DISPUTE RESOLUTION PROCEDURE ................................................... GC-7:6 7-1.06 STOP PAYMENT NOTICES .......................................................................GC-7:7 7-1.07 PROGRESS PAYMENTS .............................................................................GC-7:7 7-1.08 PAYMENT FOR MATERIALS AND EQUIPMENT ON HAND .............GC-7:9 7-1.09 RETENTION ON PROGRESS PAYMENTS ...........................................GC-7:11 7-1.10 FINAL PAYMENT .....................................................................................GC-7:12 7-1.11 CLERICAL ERRORS .................................................................................GC-7:14 7-1.12 WARRANTY................................................................................................GC-7:14 7-1.13 WARRANTY OF TITLE ............................................................................GC-7:16

GC – 1:1
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] SECTION 1

DEFINITIONS AND TERMS
1-1.01 GENERAL. When the following abbreviations and terms or pronouns in place of them appear in the Contract Documents, the intent and meaning shall be interpreted as provided in this Section 1.
1-1.02 ACCEPTANCE. Formal Acceptance by resolution by the Roseville City Council of the Contract when completed in all respects in accordance with the Contract Documents and any modifications previously approved.
1-1.03 ADDENDUM. Written interpretation or revision to any of the Contract Documents issued by the City before the bid opening.
1-1.04 AS-BUILT DOCUMENTS, AS-BUILT DRAWINGS AND RECORD DOCUMENTS. As-Built Documents, As-Built Drawings and Record Documents are all contract documents modified to reflect changes during the construction phase. Specifically, AsBuilt Documents/Drawings are a revised set of drawings submitted by the Contractor upon Final Completion of a project. They reflect changes made in the Specifications and Working Drawings during the construction process, and show the exact dimensions, geometry, and location of all elements of the work completed under the Contract. Record Documents, on the other hand, are compiled by the Engineer or Architect based on the As-Built Documents/Drawings submitted by the Contractor. They reflect the Engineer or Architect’s concurring review of what changes were denoted, why they were made and where they occurred and create a record set of drawings.
1-1.05 ASSESSMENT. A cost imposed on the Contractor for non-compliance

GC – 1:2
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] with certain contractual requirements.
1-1.06 BENEFICIAL OCCUPANCY. The taking possession of a portion of the Work by the City for its use and/or occupancy on other than a temporary or emergency basis. 1-1.07 BID GUARANTY. The cashier’s, certified check, irrevocable standby letter of credit, deposit of securities, or Bidder’s Bond, accompanying the bid submitted by the Bidder, as a guaranty that the Bidder will enter into an agreement with the City for the performance of the Work, if the Agreement is awarded to Bidder, and the Bidder will submit the required Contract Bonds and Certificate of Insurance. Also referred to as the Bidder’s Security. 1-1.08 BIDDER. Individual, firm, partnership, limited liability company, corporation, joint venture, or any combination thereof, submitting a Proposal for the Work, acting directly, or through a duly authorized representative. 1-1.09 BIDDING DOCUMENTS. Includes the Notice to Bidders, Bidding Requirements, Contract Conditions, Drawings, and Addenda. 1-1.10 CHANGE ORDER. Any written order to the Contractor directing an addition, deletion, or modification of the Work, or an adjustment in the Contract Price or Contract Time provided in the Contract Documents and issued after the Agreement has been signed.
1-1.11 CITY. The City of Roseville.
1-1.12 CITY ATTORNEY. The City Attorney of the City.
1-1.13 CITY CLERK. The City Clerk of the City.
1-1.14 CLAIM. A separate demand by 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 for damages or penalties for delay assessed by

GC – 1:3
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] the City; (b) payment by the City of money or damages arising from work done by, or on behalf of, Contractor pursuant to the Contract Documents and payment for which is not otherwise expressly provided or to which Contractor is not otherwise entitled; and (c) payment of an amount that is disputed by the City.
1-1.15 CONSTRUCTION SCHEDULE. A list or graphic display of construction activities required for completing the Work, in a format required by the Contract Documents. The duration, start and finish date, and sequence of significant activities, critical path, float and milestones must be indicated in the Construction Schedule. 1-1.16 CONTRACT OR AGREEMENT. The written agreement relating to the Work to be performed, the labor, materials, and equipment to be furnished, and the payment to be made therefor. The Agreement/Contract is part of and incorporates all of the Contract Documents.
1-1.17 CONTRACT CONDITIONS. Includes the General Conditions, Supplemental Conditions, and Specifications.
1-1.18 CONTRACT DOCUMENTS. Includes those documents that form the basis of the Contract, including but not limited to, Bidding Documents, the Bid or Proposal, Contract Bonds, the Contract, all required insurance certificates or endorsements, all bonds, all required certifications or statements, Change Orders, any Contract Amendment, any City Standard which is incorporated by reference and these City of Roseville General Conditions for Buildings and Grounds.
1-1.19 CONTRACT DRAWINGS. The official drawings including plans, elevations, sections, detail drawings, diagrams, plated, General Notes, information and schedules thereon, or exact reproductions thereof, showing the location, character, dimension, and details

GC – 1:4
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] of the Work. The Contract Drawings include any drawings or plates bound within the Supplemental Conditions.
1-1.20 CONTRACT PRICE. The total compensation to be paid to the Contractor in accordance with the terms of the Agreement. 1-1.21 CONTRACT TIME. The number of Days, or portion thereof, allowed for completion of the Work, including all authorized time extensions. The effective date for commencement of the Work specified in the Notice to Proceed shall define the beginning of the Contract Time.
1-1.22 CONTRACTOR. Individual, firm, partnership, limited liability company, corporation, joint venture, or any combination thereof, who has entered into the Agreement with City.
1-1.23 DAY OR DAYS. Unless otherwise designated, Day or Days as used in the Contract Documents will be understood to mean calendar Day or Days. 1-1.24 DEPARTMENT. The Department for Contract Administration, as identified in the Supplemental Conditions.
1-1.25 DIRECT COSTS. Those cost items (including labor, materials, equipment and any subcontractor’s work) that are used in the actual performance of, and are specifically and uniquely attributable to the Work or changed Work. Direct Costs do not include Overhead. Direct Costs only include the following:

A. Payroll costs for employees in the direct employ of Contractor in the performance of the Work under schedules of job classifications agreed upon by City and Contractor. Payroll costs for employees not employed full time on the Work shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include salaries and

GC – 1:5
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] wages plus the cost of fringe benefits which shall include social security contributions, unemployment, excise and payroll taxes, workers' compensation, health and retirement benefits, sick leave, vacation and holiday pay applicable thereto. Such employees may include superintendents and foremen at the site. The expenses of performing work after regular working hours, on Saturday, Sunday or legal holidays shall be included in the above only to the extent authorized by City in writing.

B. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and suppliers' field services required in connection therewith. All trade discounts, rebates and refunds and all returns from sale of surplus materials and equipment shall accrue to City, and Contractor shall make provisions so that they may be obtained.

C. Payments made by Contractor to the subcontractors for work performed by subcontractors. If required by City, Contractor shall obtain competitive bids from subcontractors acceptable to Contractor and shall deliver such bids to City who will then determine which bids will be accepted. If a subcontract provides that the subcontractor is to be paid on the basis of cost of the work plus a fee, the subcontractor's cost of the work shall be determined in the same manner as Contractor's cost of the work. All subcontracts shall be subject to the other provisions of the Contract Documents insofar as applicable.

D. Costs of special consultants (including engineers, architects, testing laboratories, surveyors, and accountants) employed for services specifically, and only, related to the Work.

E. Supplemental costs including the following:

1. The proportion of necessary transportation, travel and subsistence

GC – 1:6
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] expenses of Contractor's employees incurred in discharge of duties connected with the Work.

2. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, office and temporary facilities at the site and hand tools not owned by the workers, which are consumed in the performance of the Work, and cost, less market value of such items used but not consumed which remain the property of Contractor.

3. Rentals of all construction equipment and machinery and the parts thereof whether rented from Contractor or others in accordance with rental agreements approved by City, and the costs of transportation, loading, unloading, installation, dismantling and removal thereof, all in accordance with terms of said rental agreements. The rental of any such equipment, machinery or parts shall cease when the use thereof is no longer necessary for the Work.

4. Sales, consumer, use or similar taxes related to the Work, and for which Contractor is liable, imposed by laws and regulations.

5. The cost of utilities (including the meter and all associated installation costs), fuel and sanitary facilities at the site.

6. Cost of premiums for additional bonds and insurance required because of changes in the Work.
1-1-26 DIRECTOR. Director of the Department for Contract Administration or his or her designee.
1-1.27 EMERGENCY. Any sudden generally unforeseen occurrence (such as a fire, flood, storm, earthquake, civil disorder, or other natural and/or man-made disaster) that has the potential to adversely affect the safety of life, the Work, and/or adjacent property; to interrupt contracts essential to the performance of the Work; and/or to cause catastrophic failure of City

GC – 1:7
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] equipment and/or facilities.
1-1.28 ENGINEER OR ARCHITECT. Professional Engineer or Architect designated for a particular project responsible for signing and sealing the permit drawings, interpretation of the drawings where ambiguities exist, review of requests for information, design Change requests and Shop Drawings, resolution of errors and omissions, and finalization of Record Documents.
1-1.29 FINAL COMPLETION. When the project has been completed according to the terms and conditions set forth in the Contract Documents. Final Completion is not the same as Acceptance.
1-1.30 FORCE ACCOUNT. Payment by force account shall mean payment on the basis of the Contractor’s time and materials.
1-1.31 GENERAL NOTES. The written instructions, provisions, conditions or other requirements appearing on the Contract Drawings and so identified thereon, which pertain to the performance of the Work.
1-1.32 INSTALLATION, INSTALL. Completely assembling, erecting, and/or connecting materials, parts, components, supplies, and related equipment specified or required for the completion of the Work.
1-1.33 LABORATORY. Established professional laboratories authorized by the City to test materials and Work involved in the Contract. 1-1.34 LEGAL HOLIDAYS. Those days designated as Federal holidays or declared by the City, or otherwise specified in the Contract Documents. 1-1.35 LIQUIDATED DAMAGES. The amount prescribed in the Contract Documents to be paid to the City or to be deducted from any payments due or to become due the

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] Contractor for each day's delay in completing the whole or any specified portion of the Work beyond the time allowed in the Supplemental Conditions. 1-1.36 NOTICE OF COMPLETION. A legal notice filed by the City with the Placer County Recorder’s Office stating that construction has been completed and accepted by the City.
1-1.37 NOTICE TO PROCEED. A written notice given by the City to the Contractor fixing the date on which the Contract Time will commence to run. 1-1.38 NOTICE OF TERMINATION. Written notice from the City to the Contractor and/or its Surety terminating the Agreement, or a portion thereof, either for convenience of the City or for default due to the Contractor’s failure to perform its contractual obligations.
1-1.39 OVERHEAD. Business or administrative expenses (including but not limited to office expenses, administrative staff, rent, insurance, utilities) not chargeable to a particular part of the Work. The term “Overhead” shall include all of the following:

A. Payroll costs and other compensation of Contractor's officers, executives, principals (of partnerships and sole proprietorships), general managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by Contractor whether at the Work Site or in Contractor's principal or a branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications, all of which are to be considered administrative costs covered by the Contractor's fee.

B. Expenses of Contractor's principal and branch offices other than Contractor's office at the site.

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] C. Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the Work and charges against Contractor for delinquent payments.

D. Cost of premiums for all bonds and for all insurance whether or not Contractor is required by the Contract Documents to purchase and maintain the same, except as provided in section 1-1.25.

E. Other overhead or general expense costs of any kind. 1-1.40 PREMISES. Shall mean the area within construction easements, easements, rights of entry and City owned property which surrounds the Work Site, limited by the property lines thereof. In some cases Premises may coincide with the Work Site. 1-1.41 PROFESSIONAL ENGINEER. An engineer licensed by the Board of Registration for Professional Engineers, State of California. 1-1.42 PROJECT MANUAL. A book containing all Contract Documents. 1-1.43 PROPOSAL FORMS. The approved forms upon which the City requires that each Bidder submit its bid with regard to the Agreement. 1-1.44 REQUEST FOR INFORMATION (RFI). A document issued by the Contractor requesting information concerning the Contract Documents. 1-1.45 SAFETY. Includes the practice of identifying potential hazards, assessing their risk, taking corrective action where possible, including and providing control measures such as engineering design, written procedures, and the personal protective equipment for workers in order to eliminate or reduce the risk for exposure in the workplace. 1-1.46 SCHEDULE OF VALUES. The breakdown of the Contract Price that will serve as the basis for Contractor’s Applications of Payment. Any lump sum bid item

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] included within the Contract Price will be apportioned among values relating to specific components of the Work covered by said lump sum.
1-1.47 SHOP DRAWINGS. Drawings, plans, diagrams, schedules, and other data specifically prepared and submitted to the City by the Contractor, showing in detail: (a) the proposed fabrication and assembly of a special component of the Work; and (b) the Installation (form, fit and attachment details) of a special component of the Work. Shop Drawings shall be deemed to include Working Drawings, Product Data, literature, and applicable performance and test data.
1-1.48 SPECIFICATIONS. The technical Specifications for the Work prepared by the Director or an Engineer or Architect describing in detail the nature of the Work, its components, any performance standards, and how the Work is to be constructed. 1-1.49 SUBCONTRACTOR. Any individual, firm, partnership, limited liability company, corporation, joint venture, or combination thereof, other than employees of the Contractor, engaged by the Contractor to furnish services, labor, equipment and materials for a portion of the Work.
1-1.50 SUBMITTALS. Those documents required to be submitted by the Contractor for review by the City in accordance with the Contract Documents. 1-1.51 SUPPLEMENTAL CONDITIONS. The Supplemental Conditions are specific clauses modifying or supplementing these General Conditions. 1-1.52 SUPPLIER. Any individual, firm, partnership, limited liability company, corporation, joint venture, or combination thereof, other than employees of the Contractor, that supplies a tangible product as a portion of the Work, with services usually limited to delivery and/or required testing, and with manufacturing, fabrication, or production facilities located off

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] the Work Site.
1-1.53 WORK. The furnishing of all labor, and the furnishing and Installing of all materials, articles, supplies and equipment as specified, designated, or required by the Contract Documents.
1-1.54 WORK SITE. All or portion of the Premises that the Work is limited to as shown on the Contract Drawings or designated by the Director. Public streets are not included unless Work is being done within the street right-of-way. 1-1.55 WORKING DRAWINGS. Original drawings prepared by the Contractor and/or its Subcontractors or Suppliers, of any tier, illustrating Work required for construction that will not become an integral part of the completed Work. This includes, but is not limited to, drawings for temporary structures such as decking, bulkheads, excavation supports, utility support, groundwater control, forming, falsework, access roads, staging areas, staging plans, and diversion plans. A Working Drawing is one type of a Shop Drawing.

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] XII. SECTION 2

CONTROL AND SCOPE OF THE WORK
2-1.01 AUTHORITY OF DIRECTOR. The Contract shall be performed in a manner satisfactory to the Director who shall decide all 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; all questions which may arise as to the interpretation of the Contract Documents; all questions as to the acceptable fulfillment of the Contract on the part of the Contractor; and all questions as to compensation. The Director shall have authority to enforce and make effective such decisions and orders in the event the Contractor fails to promptly carry out the same.
2-1.02 INTENT OF CONTRACT DOCUMENTS. The Contract Documents are complementary, and what is called for by one shall be as binding as if called for by all. The intent of the Contract Documents is to describe the details for the construction and completion of the Work. Where the Contract Documents describe portions of the Work in general terms, but not in complete detail, it is understood that only the best general practice shall be followed and that only materials and workmanship of the best quality are to be used. Any Work, materials, or equipment that are customarily provided, or that are reasonably inferable from the Contract Documents as being required to produce the intended result, shall be supplied, whether or not specifically called for. When words, which have a well-known technical or trade meaning are used to describe work, materials, or equipment, such words shall be interpreted in accordance with that meaning. Unless otherwise specified, the Contractor shall furnish all labor, materials, tools, equipment, and incidentals, and do all the Work involved in executing the Contract in a

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] satisfactory and workmanlike manner.

Reference to standard specifications, manuals or codes of any technical society, organization or association, or to the laws or regulations of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard specification, manual, code, laws, or regulations in effect on the first published date of the Notice to Contractors, except as may be otherwise specifically stated. However, no provision of any referenced standard specification, manual or code (whether or not specifically incorporated by reference in the Contract Documents) shall be effective to change the duties and responsibilities of City or Contractor, or any of their consultants, agents, or employees from those set forth in the Contract Documents, nor shall it be effective to assign to City, or City’s designated representative, any duty or authority to supervise or direct the furnishing or performance of the Work or any duty or authority to undertake responsibility contrary to other provisions of the Contract Documents.

The Contract Documents are divided into parts, divisions, sections and articles for convenience, organization and reference. Generally, there has been no attempt to divide the Specifications sections into work performed by the various building trades, work by separate Subcontractors, or work required for separate facilities in the project. 2-1.03 EXAMINATION AND VERIFICATION OF CONTRACT
DOCUMENTS. The Contractor shall thoroughly examine and become familiar with all of the various parts of the Contract Documents and shall determine the nature and location of the Work, the general and local conditions (including applicable laws) and all other matters which can in any way affect the cost, progress or performance of the Work under this Agreement. Failure to make an examination necessary for this determination shall not release the Contractor from the obligations of the Agreement. No oral agreement or conversation with any officer, or employee

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] of the City, or with the City’s designated representative either before or after the execution of the Agreement, shall affect or modify any of the terms or obligations contained in the Contract Documents.
2-1.04 CONTRACT DRAWINGS. The Contract Drawings consist of general drawings and show such plans, elevations, sections, details and schedules as are necessary to give a graphic and pictorial description of the contemplated construction. All authorized alterations affecting the requirements and information given on the Contract Drawings shall be in writing.
2-1.05 COORDINATION AND INTERPRETATION OF CONTRACT
DOCUMENTS. All Contract Documents are essential parts of the Contract, and a requirement occurring in one is as binding as though occurring in all. They are intended to be complementary, and to describe and provide for a complete Work.

In the event of inconsistencies between requirements contained in different components of the Contract Documents, the precedence of the Contract Documents shall be as follows to resolve conflicts:

1. Change Orders

2. The Contract (including Addenda)

3. The Supplemental Conditions

4. Specifications

5. Contract Drawings

6. The General Conditions
Should it appear that the Work to be done or any of the matters relative thereto are not sufficiently detailed or explained in the Contract Documents, the Contractor shall submit a

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] Request for Information (“RFI”) to the Director for such further explanations as may be necessary and shall conform to the written explanation given as if part of the Contract Documents. The decisions of the Director shall be final.

Contractor shall anticipate that it will be necessary to prepare and submit RFIs regarding the Contract Documents. The City will respond to each RFI by no later than fourteen (14) Days after receipt of the RFI, unless the RFI is of significant complexity. Furthermore, in the event that there are numerous RFIs pending, Contractor shall cooperate with the City in establishing a priority for responding to the RFIs, and potentially some RFIs may be responded to beyond the fourteen (14) Day period.

Each RFI prepared by Contractor shall be full and complete. Contractor shall prepare RFIs so as to not cause any delay to the progress of the Work and to not cause any impact to Contractor’s labor productivity in the field. Contractor shall not assert any Claims for delay or interference against the City if Contractor fails to timely submit any RFI to the City, after consideration of the response period allowed for by the City.

The response to an RFI shall not, by itself, constitute a writing that authorizes Contractor to perform any Work that causes an adjustment to either the Contract Price or the Contract Time.

If Contractor believes that any response to any RFI should constitute a compensable change, Contractor shall provide a Notice of Potential Claim as provided in Section 7-1.03, below.

Contractor’s failure to provide the required written notice shall constitute a waiver of the Contractor’s right to seek a compensable change based on the RFI response.

The Contractor shall examine all Contract Documents; shall verify all figures in the Contract Documents before laying out the Work; shall promptly notify the City of all errors, inconsistencies, and/or omissions that it discovers; and, in instances where such nonPage 292 of 1714 GC – 2:5
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] conformities are discovered, shall obtain specific instructions in writing from the City before proceeding with the Work. Contractor’s performance of any Work affected by such nonconformities prior to the City’s decision shall be at the Contractor's risk. Any Work that is customarily provided or that is reasonably inferable shall not relieve the Contractor from performing such work at no additional expense and/or delay, and such Work shall be performed as if fully set forth in the Contract Documents.
2-1.06 INDEPENDENT CONTRACTOR STATUS. The Contractor shall independently perform all Work required by the Contract Documents and shall not be considered as an agent or employee of the City, nor shall the Contractor’s Subcontractors or employees be considered as subagents of the City.

The Contractor and Contractor’s Subcontractors shall be licensed in accordance with the laws of the State of California and as more particularly described in the bidding documents or elsewhere in the Contract Documents.
2-1.07 ORDER OF WORK. When required by the Contract Documents, the Contractor shall follow the sequence of operations set forth therein. Full compensation for conforming to such requirements will be considered as included in the prices paid for the various Contract items of work, and no additional compensation will be allowed therefor. 2-1.08 SUBMITTALS. It shall be the Contractor's responsibility to timely submit, so as to cause no delay in the Work, all Shop Drawings, descriptive data, manuals, instructions, affidavits, samples for the various trades as required by the Supplemental Conditions and Specifications, and offers of alternatives, if any. Such Submittals shall be checked and coordinated by the Contractor with the Work of other trades involved before they are submitted to the Director for examination.

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] The Contractor shall deliver at least one (1) electronic copy of the Submittals to the Director, and one (1) hard copy if requested. Work requiring the submittal of working drawings, descriptive data or samples shall not begin prior to approval of said Submittal by the Director.

The time allowed for review of each Submittal will be as indicated in the Supplemental Conditions. Review time will start upon receipt of the Submittal by the Director and will end upon the Director's mailing of the Submittals to the Contractor. Defective, incomplete or partial Submittals will be returned to the Contractor unreviewed.

Submittals shall be made by a letter of transmittal that shall contain a list of all matter submitted and identification of all variations from the Contract Documents contained in the Submittal. The letter and all items accompanying the same shall be fully identified as to project name and location, Contractor's name, district, county, and Contract number, with ample crossreferences to the Contract Documents, to facilitate identification of items and their location in the Work.

All Shop Drawings and supporting data, catalogs, schedules, shall be submitted as the instruments of the Contractor, who shall be responsible for their accuracy and completeness.

These Submittals may be prepared by the Contractor, Subcontractors, or Suppliers, but the Contractor shall ascertain that Submittals meet all of the requirements of the Contract Documents, while conforming to structural, space, and access conditions at the point of Installation. The Contractor shall check all Submittals before submitting them to the Director. 2-1.08A SHOP DRAWINGS. The Contractor shall submit an electronic copy (searchable PDF) of all Shop Drawings required by the Supplemental Conditions or Specifications, and one (1) hard copy, if requested by the Director. Shop Drawings shall also be provided separately in AutoCAD format using the latest version of AutoCAD. An electronic

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] copy will be returned to the Contractor either approved for use, as demonstrated by a stamp, or returned for correction and resubmittal. Materials, colors and/or samples will not be returned to the Contractor. Shop Drawings include any drawing, which requires execution by a draftsman as distinguished from printed matter. The size of Shop Drawings shall not exceed twenty-four inches (24”) by thirty-six inches (36”).
2-1.08B DESCRIPTIVE DATA. The Contractor shall submit an electronic copy (searchable PDF) of each set of manufacturer's brochures or other data required by the Supplemental Conditions or Specifications, and one (1) hard copy, if requested by the Director. The City will examine such Submittals and return either an electronic copy or a hard copy approved for use or returned for correction and resubmittal. 2-1.08C SAMPLES. The Contractor shall submit samples of articles, materials or equipment as required by the Supplemental Conditions or Specifications. The Work shall be in accordance with the approved samples. Samples shall be removed from City property when directed or may be incorporated in the Work if approved by the Director. Samples not removed by the Contractor will become the property of the City or, at the City's option, will be removed or disposed of by the City at the Contractor's expense.

XIII. 2-1.08D MANUALS, INSTRUCTIONS AND AFFIDAVIT.

A. Manuals and Instructions. Where operation and maintenance manuals are required by the Supplemental Conditions, the Contractor shall submit two (2) sets of manuals, suitably bound, along with two (2) electronic copies in an approved format, to the Director within forty-five (45) Days after favorable review of the equipment or facilities. If operation and maintenance manuals are approved to be provided in PDF format, text shall be provided in searchable PDF format, making proper use of PDF for headings and heading levels,

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] paragraphs, tables, and lists. Submitted operation and maintenance manuals shall be a collected, organized, and indexed set of bookmarked PDF documents comprising each operation and maintenance manual that corresponds to a hardcopy binder. All manuals shall be marked to indicate the specific equipment furnished for this project and shall include at a minimum:

1. Equipment summary form

2. Cover/Title page

3. Table of contents

4. Operating procedures including start-up, shutdown, normal operation, all operating modes, emergency shutdown, and safety precautions

5. Lubrication instructions (if required)

6. Preventative maintenance procedures

7. Troubleshooting and corrective maintenance procedures

8. Reinstallation instructions

9. Overhaul instructions (if applicable)

10. Parts identification list with exploded view and associated cross references

11. Recommended spare parts list

12. Operator safety requirements

13. Electrical and control system wiring drawings, including panel wiring control (ladder) diagrams, logic diagrams, loop diagrams, and interconnection diagrams

14. Panel layout and assembly drawings

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024]

15. Mechanical drawings

16. Printouts of all software programs and configuration files

17. Factory and field test procedures and results
Operation and maintenance manuals for complex equipment shall also include:

18. Alternate specified operating modes

19. Emergency shutdown instructions

20. Normal shutdown instructions

21. Long term shutdown instructions
Operation and maintenance manuals for systems comprised of separate pieces of equipment shall include a system explanation of items 4, 7, 18, 19, 20, and 21 as well as the instructions for the separate pieces of equipment.

B. Affidavits. Where required in the Supplemental Conditions or Specifications, manufacturers of equipment shall provide field service as a part of this project.

Equipment shall not be considered ready for full time operation until after the authorized factorytrained and qualified manufacturer's representative for the specific equipment has checked and adjusted the equipment and certified by written affidavit that the equipment has been properly Installed, tested, adjusted, lubricated, and calibrated, and is ready for full time operation.

Acceptable affidavits shall be submitted prior to completion of the Work. Affidavits shall contain the following specific wording:
“The (Name of Equipment) has been properly installed, tested, adjusted, lubricated, and calibrated, and is ready for full time operation. The installation has been inspected and has been found to be in conformance with our (the manufacturer's) standards and requirements.”

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] No amplification, dilution, or modification of this specific wording will be permitted. 2-1.08E ALTERNATIVES. For convenience in designation in the Contract Documents, certain materials, articles, or equipment may be designated by a brand or a trade name or the name of the manufacturer together with catalog designation or other identifying information, hereinafter referred to generically as “designated by brand name.” Except in those instances where the product is designated to match others in use in a particular improvement, either completed or in the course of completion, an alternative material, article, or equipment which is of equal quality and of the required characteristics for the purpose intended may be proposed for use provided the Contractor complies with the following requirements:

A. The Contractor shall submit its proposal for an alternative in writing. Such request shall be made in ample time to permit review and approval without delaying the Work. The Contractor shall not be entitled to an adjustment of the Contract Time or an increase in the Contract Price based on any Contractor-proposed substitution.

B. No such proposal will be considered unless accompanied by complete information and descriptive data, necessary to determine the equality of the offered materials. The Contractor shall satisfy the Director as to the comparative quality, suitability, or performance of the offered material, articles, or equipment. In the event that the Director rejects the use of such alternative materials, articles, or equipment, then one of the particular products designated by brand name shall be furnished.

C. The burden of proof as to the quality and suitability of alternatives shall be upon the Contractor and it shall furnish all information necessary as required by the Director. The Director shall be the sole judge as to the quality and suitability of alternative articles or materials and such decisions shall be final. Where use of an alternative material

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] involves redesign of, or changes to, other parts of the Work, the cost and time required to effect such redesign or changes will be considered in evaluating the suitability of the alternative material. Cost of redesign by the City will be borne by the Contractor.

D. Whenever classification, rating or other certification by a body such as Underwriters Laboratories (UL) or the National Electrical Manufacturers Association (NEMA) is a part of the specification for any material, Contractor’s request for use of alternative articles or materials shall be accompanied by reports from the listed or equivalent independent testing Laboratory indicating compliance with the Contract Documents. The cost of all testing required to prove equality of the material proposed shall be borne by the Contractor. Approval of an alternative shall be only for the characteristics or use named in such approval, and shall not be used to change or modify any requirement of the Contract Documents.

E. At its election, the City reserves the right to consider any Contractor proposed substitution as a Cost Reduction Proposal under Section 3-1.07 of these General Conditions in the event that there is a significant savings resulting from the substitution.

The Director will examine, with reasonable promptness, such Submittals, and return of Submittals to the Contractor shall not relieve the Contractor from responsibility for deviations and alternatives from the Contract Documents, nor shall it relieve the Contractor from responsibility for errors in the Submittals. A failure by the Contractor to identify in its letter of transmittal material deviations from the Contract Documents shall void the Submittal and any action taken thereon by the Director. When specifically requested by the Director, the Contractor shall resubmit such Shop Drawings, descriptive data and samples as may be required.

If any mechanical, electrical, structural, or other changes are required for the proper Installation and fit of alternative materials, articles, or equipment, or because of deviations from

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] the Contract, such changes shall not be made without the approval of the Director and shall be made without additional cost to the City.
2-1.09 DISPOSAL OF MATERIAL OUTSIDE THE WORK SITE. Unless otherwise stated elsewhere in the Contract Documents, the Contractor shall, at its own cost and expense, make its own arrangements for disposing of materials outside the Work Site.

Except when material is to be disposed of at a landfill or recycling center, when any material is to be disposed of outside the Work Site, the Contractor shall first obtain written permission from the City to dispose of the material at the intended location. The City’s approval will be contingent upon the Contractor obtaining a written permit from the property owner on whose property the disposal is to be made. Prior to the disposal of any material at the intended location, the Contractor shall submit such permit or a certified copy thereof to the City, together with a written release from the property owner absolving the City from any and all responsibility related to the disposal of material on said property.

Disposal of Hazardous Materials must be done in accordance with all laws and regulations. Copies of all required regulatory documentation including copies of final manifests shall be supplied to the City.
2-1.10 ACCESS TO THE WORK. The Contractor shall satisfy itself that the jurisdictions through which its operations and haul routes pass will permit such operations with respect to the type of vehicle, laden weights, frequency and dimensions of loads, hours of operation and required traffic control. All necessary permits, licenses or bonds shall be obtained and paid for by the Contractor.
2-1.11 TEMPORARY UTILITIES. The Contractor shall make its own arrangements with utility companies for any temporary services it may require in performance of

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] the Work and shall pay all costs of these services directly to these utility organizations. 2-1.12 UTILITY FACILITIES. The Contractor shall protect from damage those utility facilities that are to remain in place, be Installed, relocated or otherwise arranged.

The Contractor’s attention is directed to the possible existence of facilities not shown, and of facilities in a location different from that, which is indicated. The Contractor shall take steps to ascertain the exact location of all facilities prior to doing any Work, which may damage such facilities or interfere with their service. Where the location of a facility is indicated or inferred from the presence of visible facilities such as buildings, meters, and junction boxes, the Contractor shall make such excavations and explorations as are necessary to ascertain the correct location. Unless provided for elsewhere in the Contract Documents, the cost of such excavations and explorations will be considered as a part of the cost of other items of Work and no additional payment will be made. Such excavations and exploratory Work shall not entitle the Contractor to an extension of time.

If the Contractor discovers underground facilities not indicated or inferred from the Contract Documents, the Contractor shall immediately give the Director written notification of the existence of those facilities. The Contractor shall determine the exact location of the underground facilities and the cost of the work will be paid for in accordance with the Contract Documents. The underground facilities shall be protected from damage as directed by the Director and the cost of that work will be paid for as extra work. The Contractor shall, if directed by the Director, repair any damage, which may occur to the underground facilities. The cost of that repair work, not due to the failure of the Contractor to exercise reasonable care, will be paid for as extra work. Damage due to the Contractor’s failure to exercise reasonable care shall be repaired at the Contractor’s cost and expense.

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] Where it is determined by the City that the rearrangement of an underground facility, the existence of which is not shown on the Contract Drawings, is essential in order to accommodate the Work, the City will provide for the rearrangement of such facility by other forces or, when so ordered by Change Order, such rearrangement shall be performed by the Contractor and will be paid for as provided under a Change Order.

The Contractor shall be responsible for the maintenance of all utility facilities placed by the Contractor in temporary locations, and all utilities within the construction area not required to be relocated but which are required to be shored or supported during the construction period.

The cost of such maintenance shall be borne by the Contractor, and no other compensation shall be due the Contractor for this Work.

The cost of providing and maintaining all necessary or required temporary structures, of making any necessary repairs, replacements, or similar operations, or furnishing indemnity or other bonds, if required, and all costs required by this Section shall be paid by the Contractor and shall be included in the prices bid in the schedule for other items of work. 2-1.13 PRESERVATION AND CLEANING. The Contractor shall clean up the Work at frequent intervals and at other times when directed by the Director. While finish Work is being accomplished, floors, Work areas and finished areas shall be kept clean, free of dust, construction debris and trash. Upon completion of the Work, the Contractor shall remove from the Premises its construction equipment and any waste materials not previously disposed of, leaving the Premises thoroughly clean and ready for final inspection. 2-1.14 LIMITATIONS ON WORK SITE AND PREMISES. The Contractor shall limit its construction operations to the Work Site unless otherwise shown on the Contract Drawings or specified. The Contractor shall perform no operation of any nature over or on the

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[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] Premises except such operations as are authorized by the Contract Documents or as authorized by the Director.
2-1.15 DUST CONTROL. During the performance of all Work under this Contract, the Contractor shall assume all responsibility for dust control and shall furnish all labor, equipment, and means required to carry out proper and efficient measures wherever and whenever dust control is necessary to prevent the operations from producing dust damage and nuisance to persons and property. Any claims resulting from dust damage or nuisance shall be borne solely by the Contractor. The Contractor shall comply with all applicable Air Quality Act requirements.
2-1.16 SANITATION. The Contractor shall provide sanitary facilities for all persons working on the Work.
2-1.17 NIGHT WORK AND NORMAL WORKING HOURS. Normal
working hours at the construction site shall be between the hours of 7:00 a.m. and 7:00 p.m.

Monday through Friday. Legal holidays are excluded. Certain utility connections and street operations are anticipated to require night Work by the Contractor during low usage periods.

The Contractor may also be required to prosecute the Work at night if, at any time, the Director shall deem it necessary for the progress of the Work, or if emergencies arise. The Contractor shall promptly comply with any such requirements made in writing by the Director. The Contractor will also be permitted to Work at night if Contractor satisfies the Director of the need therefor, in order to maintain the required progress or protect the Work from the elements.

Certain activities are required to be performed at night for nominal progress of the Work and/or are specified to be performed at night by other portions of the Supplemental Conditions. When required, ordered, or permitted to Work at night, the Contractor shall provide sufficient and

GC – 2:16
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] satisfactory lighting and other facilities therefor. The Contractor shall receive no extra payment for night Work, if specified or if required to be performed during the normal progress of the Work, but compensation shall be considered as having been included in the price stipulated for the Work.

If Contractor performs work during weekends, holidays or any non-normal work hours, Contractor shall pay for required City Inspectors.
2-1.18 LINES AND GRADES. Unless otherwise provided in the Supplemental Conditions, the Contractor shall lay out all Work, including structures and pipelines, and shall be responsible for any errors resulting therefrom. In all questions arising as to proper location of lines and grades, the Director's decision will be final.

As part of the bid price for the construction of the improvements, the Contractor shall provide and be responsible for the layout of all Work on this project. The Contractor shall provide all necessary surveys, field staking, and positioning for the construction of all components at the proper alignment, elevations, grades, and positions, as indicated on the Contract Drawings and as required for the proper operation and function. The Contractor shall stake its Work area limits. Contractor shall perform all construction staking using a land surveyor licensed in the State of California. Contractor shall provide a staking plan prior to commencement of Work for the City’s review and maintain monuments, stakes, and marks, and shall update the plan as necessary. Director, or Director’s designated representative, may verify the field condition. Errors or inconsistencies in the Contract Documents discovered by the Contractor shall be reported to the Director within twenty-four (24) hours and prior to constructive forms or related improvements. Any work Installed with this requirement shall be subject to removal and replacement at the Contractor’s expense.

GC – 2:17
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] The Contractor's lay-out shall be based on existing structures, property lines, survey control, and bench marks established by the City. All structures and pipeline connections shall be Installed based on actual elevation of existing structures to which connections are made.

The Contractor shall supply such labor as required, at no extra charge, to aid and assist the Director in checking location and grades of the Work as set by the Contractor if the Director desires to perform this checking. This shall include moving materials and equipment located between monuments and the construction Work.
2-1.19 ARCHEOLOGICAL DISCOVERIES. Upon discovery of prehistoric or historic artifacts, or other indicators or examples of cultural resources discovered during the course of site preparation, grading, excavation, construction or other development activities, all operations within fifty feet (50’) of the find shall cease until such time as the City provides the services of a qualified archeologist to evaluate the finds and recommend appropriate action.

Prehistoric materials can include flaked stone tools (e.g., projectile points, knives and choppers) or tool making debris of obsidian, chert, quartzite and other materials, culturally darkened soil (i.e., midden, which often contains heat affected rock, ash and charcoal, shellfish remains, and cultural materials), and stone milling equipment such as mortars, pestles and hand stones. Historic material may include wood, stone, concrete or adobe footings, walls and other structural remains; debris filled wells or privies; and deposits of wood, metal, glass, ceramics and other refuse.
2-1.20 PRESERVATION OF MONUMENTS. Any monuments or bench marks disturbed by construction operations shall be repaired per the City’s standard and promptly re-established by a registered land surveyor or civil engineer. A plat for each monument shall be furnished to the Director after the plat has been recorded with the Placer

GC – 2:18
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] County Recorder's Office at no additional cost to the City. The recorded plat shall serve as a record of the re-establishment of said existing survey points. 2-1.21 CONFORMITY WITH CONTRACT DOCUMENTS. Work and
materials shall conform to the lines, grades, cross sections, dimensions and material requirements, including tolerances, required by the Contract Documents. Although measurement, sampling and testing may be considered evidence as to such conformity, the City shall be the sole judge as to whether the Work or materials deviate from the Contract Documents. At its option, the City may elect to accept deviations from the Contract Documents with appropriate backcharge Assessments against the Contractor, and, if such an election is made, the City will provide written notice to the Contractor of such acceptance. 2-1.22 FINAL CLEANUP. Prior to final Acceptance of the Work, the Contractor shall thoroughly clean the Premises, remove all temporary structures built by or for the Contractor, and remove all equipment and surplus construction material and debris from the area. The entire project, before Acceptance by the City, shall be left in a neat and clean condition. All Work areas and temporary construction areas shall be returned to essentially the same conditions existing before the commencing of project construction. 2-1.23 AS-BUILT DOCUMENTS AND DRAWINGS. The Contractor shall maintain one set of the full size prints furnished by the City and mark thereon in color any deviations from plan dimensions, elevations, or orientations. Also, the Contractor shall locate on said prints, all underground facilities, such as piping, conduits and tanks by accurate field measurement from structure walls, corners, etc. The Contractor shall submit the prints and an electronic CD (searchable PDF or source file format such as AutoCAD) in good condition to the Director upon completion of the job as a condition of Acceptance of the project. Marked prints

GC – 2:19
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] shall be updated at least once each week and shall be available to the Director for review as to currency prior to developing partial payment estimates. After the completion of testing, but prior to Acceptance, the Contractor shall submit As-Built electrical drawings in color and an electronic CD showing all components and their wiring, and as specified in the Supplemental Conditions. 2-1.24 SUPERINTENDENCE. The Contractor shall supervise and direct the Work, which shall be performed in accordance with the requirements of the Contract Documents. The Contractor shall be solely responsible for implementation of all construction means, methods, techniques, sequences, and procedures and for coordination of all portions of the Work under the Agreement. The Contractor shall be solely responsible for the safety of its employees, Subcontractors of any tier, Suppliers, visitors to the Contractor, and other third parties associated with the Contractor.

The Contractor shall designate in writing before starting Work, an authorized representative who shall have the authority to represent and act for the Contractor.

When the Contractor is comprised of two (2) or more persons, firms, partnerships, or corporations functioning on a joint venture basis, said Contractor shall designate in writing before starting Work, the name of one authorized representative who shall have the authority to represent and act for the Contractor. Instances of misconduct, contract non-compliance, unsatisfactory performance, or incompetence by these personnel shall be grounds for the City to direct Contractor to dismiss them from the Project. Contractor shall immediately comply with the City’s request for dismissal, at no cost to the City, and shall designate a replacement, which shall be subject to approval by the City.

Said authorized representative shall be present at the site of the Work at all times while Work is actually in progress on the Contract. When Work is not in progress and during periods

GC – 2:20
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] when Work is suspended, arrangements acceptable to the Director shall be made for any Emergency Work that may be required.

Whenever the Contractor or its authorized representative is not present on any particular part of the Work where it may be desired to give direction, orders will be given by the Director, which shall be received and obeyed by the superintendent or foremen who may have charge of the particular Work in reference to which the orders are given.

Any order given by the Director, not otherwise required by the Supplemental Conditions to be in writing, will on request of the Contractor, be given or confirmed by the Director in writing.
2-1.25 CHARACTER OF WORKER. If any Subcontractor or person employed by the Contractor shall appear to the Director to be incompetent or to act in a disorderly or improper manner, he or she shall be removed immediately on the requisition of the Director, and such person shall not again be employed on the Work. 2-1.26 INSPECTION. The Contractor shall at all times permit the Director to inspect the Work or any part thereof. The Contractor shall maintain proper facilities and provide safe access for such inspection by the Director to all parts of the Work, and to the shops where the Work is in preparation. Work shall not be covered up until authorized by the Director and the Contractor shall be solely responsible for notifying the Director where and when such Work is in readiness for inspection and testing. Should any such Work be covered without authorization, it shall, if so ordered, be uncovered at the Contractor's expense.

Unless otherwise designated as normal working hours, whenever the Contractor intends to perform Work on Saturday, Sunday, or a Legal Holiday, the Contractor shall give notice to the Director of such intention forty-eight (48) hours prior to performing such Work, or such longer

GC – 2:21
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] period as may be specified so that the Director may make necessary arrangements.

The observation and/or approval of the workmanship or materials by the City shall not relieve the Contractor of any obligations to fulfill the requirements of the Contract Documents.

Workmanship and materials not meeting such requirements shall be corrected and unsuitable Work or material may be rejected, notwithstanding that such Work or materials have been previously observed and/or approved by the City, or payment therefor has been included in a progress estimate.

The City may order re-examination of questioned Work at any time before final Acceptance. If so ordered, the Contractor shall uncover the Work. If such work is found to be in accordance with the Contract Documents, the City will pay for the cost of uncovering, removing, recovering and replacing the parts removed; but if such Work so exposed or examined is not in accordance with the Contract Documents, the uncovering, removal, recovering and replacement shall be at the Contractor’s expense. Work that has been covered prior to observation by the City does not qualify as re-examined work; the City may order such work uncovered for observation without payment of any costs.

XIV. 2-1.27 REMOVAL OF REJECTED AND UNAUTHORIZED WORK. All Work which has been rejected shall be remedied, or removed and replaced by the Contractor in a manner acceptable to the Director and no compensation will be allowed the Contractor for such removal, replacement, or remedial Work.

Any Work done beyond the lines shown on the Contract Drawings or established by the Director, or any Work done without written authority will be considered as unauthorized Work and will not be paid for. Upon order of the Director, unauthorized Work shall be remedied, removed, or replaced at the Contractor's expense.

GC – 2:22
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] Upon failure of the Contractor to comply promptly with any order of the Director made under this section, the Director may cause rejected or unauthorized Work to be remedied, removed, or replaced, and the costs thereof will be deducted from any moneys due or to become due the Contractor.

GC – 3:1
[[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] XV. SECTION 3

CHANGES IN THE WORK
3-1.01 CHANGES. The Director, without invalidating this Agreement and without notice to Contractor’s surety, may order changes in the Work, consisting of additions or deletions, or other revisions. The Contract Price and the Contract Time shall be adjusted accordingly. All such changes in the Work, including in the Contract Price and the Contract Time, shall be authorized only by Contract Change Order, signed by the Director.

If Contractor claims that performance of any work entitles it to additional compensation or to an extension of time for performance of the Work, Contractor shall provide written notice to the City of any such claim prior to undertaking such work. Contractor shall provide written notice of any anticipated impacts to the Contract Price or Contract Time within three (3) Days of discovering such impact, by submitting a Notice of Potential Claim described in Section 7-1.03 below, or notice of delay as described in Section 6-1.09 below. If the Director refuses to issue a Change Order for such work, Contractor shall perform that work if directed or obligated to do so and shall submit a complete and specific Claim for additional compensation and/or extension of time for performance within fifteen (15) Days after such work is performed, as described in Section 7-1.03 below. Failure to provide written notice of claims prior to undertaking such work, failure to provide a timely Notice of Potential Claim, or failure to submit timely a complete and specific Claim for additional compensation and/or extension of the time for performance, shall be deemed a waiver and abandonment of any such Claim. No Claim, dispute or controversy shall interfere with the progress or performance of the Work and the Contractor shall proceed with the Work as directed by the Director. Failure to so proceed shall amount to a

GC – 3:2
[[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] default under this Agreement.
3-1.02 PROPOSED CHANGE ORDERS. The Contractor will be notified in writing of a proposed Change Order describing the intended change. Within fifteen (15) Days after receipt of a written request, the Contractor shall submit its proposed price to be added or deducted from the Contract Price due to the change and its estimate of the extent of the adjustment in the Contract Time, if any. The Contractor's proposed price to be added to or deducted from the Contract Price shall be supported by a detailed estimate of cost prepared by the Contractor, vendor or Supplier. The Contractor's proposed price submittal shall be accompanied by a statement of the time necessary for the changed Work, together with a description of how this time will be incorporated into the current Construction Schedule. The Contractor shall upon request by the Director permit inspection of its original Contract estimate, subcontract agreements or purchase orders relating to the change.

If agreement is reached on the adjustment in compensation as provided in Section 3-1.05, “Contract Price Adjustment,” of these General Conditions, the Contractor shall proceed with the Work as changed at the agreed price.

If the Contractor and the Director fail to agree as to the adjustment in compensation for the performance of the changed Work, the Contractor, upon written order from the Director, shall proceed immediately with the changed Work and the Contract Price shall be adjusted in accordance with Section 3-1.06, “Force Account Payment,” of these General Conditions.

If the Contractor fails to submit its cost estimate within such fifteen (15) Day period, the Contractor shall commence the Work as changed immediately upon receipt of written order of the Director, and the Contract Price will be adjusted in accordance with the Director's cost estimate for the changed Work.

GC – 3:3
[[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] 3-1.03 EMERGENCY AND INDETERMINATE TYPE CHANGE
ORDERS. Changes in the Work made necessary by an Emergency, as determined by the Director, or changes of a kind where the extent of the Work cannot be determined until completed, may be authorized by the Director in writing. The Change Order shall state that it is issued pursuant to this Section 3-1.03. Upon receipt of an authorized Change Order or other written order of the Director, the Contractor shall proceed with the ordered Work and the Director will maintain a daily job record containing a detailed summary of all labor, materials and equipment required for the changed Work.

Within fifteen (15) Days after receiving a written request, the Contractor shall submit a detailed estimate of cost for the change and any requested change in Contract Time in the same manner as required for proposed Change Orders in Section 3-1.02 of these General Conditions. 3-1.04 EXECUTED CHANGE ORDER. A Contract Change Order signed by both the Director and the Contractor is an “executed Contract Change Order.” By signing the Contract Change Order, the Contractor agrees that the specified compensation constitutes full compensation for the changed Work, including payment for interruption, disruption, acceleration, extended Overhead, delay or any other “impact” claim or “ripple effect” claim.

The Contractor specifically understands and agrees that its execution of the Contract Change Order shall constitute a waiver of any right for the Contractor to claim any additional compensation with respect to the subject matter of the Contract Change Order. 3-1.05 CONTRACT PRICE ADJUSTMENT. If a Contract Change Order provides for an adjustment to the Contract Price, the amount of such adjustment shall be determined by one of the following methods, or a combination thereof, as determined by the City and in its sole discretion:

GC – 3:4
[[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] A. Lump sum. The Contractor and the City may agree on a lump sum amount for the Change Order. At the City’s request, the Contractor will provide pricing for the work. Maximum markups for Contract Change Orders paid for using lump sum pricing shall be paid for in the same manner and in the same amounts as markups for Force Account work, as described in Section 3-1.06 below.

B. Unit Prices. The unit prices set forth in the Contractor’s Schedule of Bid Prices will be utilized where they are applicable and acceptable to the City. The Contractor’s unit prices shall remain firm and shall not be subject to adjustment unless and until the actual quantity of work is increased or decreased by Contract Change Order in an amount greater than twenty-five percent (25%) from the estimated quantity indicated for such item. No markups will be given for Contract Change Orders paid for using unit prices.

Unit prices for new items included in the Contract Change Order but not included in the original bid shall be as mutually agreed upon or, in the absence of agreement, as determined by the City in the same manner as if the work were to be paid for on a Force Account basis, as described in Section 3-1.06 below.

C. Force Account. Where the City and the Contractor are unable to agree on lump sum pricing and if the City does not elect to utilize the unit prices in Contractor’s bid, or such unit prices are not applicable, the changed work will be performed and tracked by the Contractor as Force Account work, as described in Section 3-1.06 below. The City will pay for such work, including markups, properly attributable to the change in accordance with those Force Account provisions.

D. Eliminated Items. The City reserves the right to delete any bid item of Work in its entirety. The City makes no representation that any work under a bid item of Work

GC – 3:5
[[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] will be performed, and all work may be subject to a Contract Change Order that deletes such work. Bid items are distinct and severable from the other bid items, and the Contractor shall not be entitled to any anticipated profit, unabsorbed Overhead, or other indirect expense attributable to the deleted item, except as provided immediately below with regard to Force Account markups on the direct and verifiable costs incurred prior to the City’s order that deletes the work.

Should any bid item of Work be eliminated in its entirety and not accounted for as described immediately above and, in the absence of an executed Contract Change Order covering such elimination, payment will be made to the Contractor for actual direct and verifiable costs incurred in connection with such eliminated bid item if incurred prior to the date of notification in writing by the City of such elimination. If acceptable material is ordered by the Contractor for the eliminated item prior to the date of notification of such elimination by the City, and if orders for such material cannot be canceled, it will be paid for at the actual direct and verifiable cost to the Contractor. Actual direct costs shall include documented vendor shipping fees, Supplier restocking fees, if applicable, and Contractor handling costs directly related to the eliminated item(s). In such case, the material paid for shall become the property of the City and the actual cost of any further handling will be paid for by the City. If the material is returnable to the vendor and if the City so directs, the material shall be returned and the Contractor will be paid for the actual direct cost of charges made by the vendor for returning the material. The actual direct cost of handling returned materials will also be paid for by the City. The actual direct and verifiable costs to be paid by the City as provided herein will be computed in the same manner as if the work were to be paid for on a Force Account basis, including the application of Force Account mark-ups to said costs.
3-1.06 FORCE ACCOUNT PAYMENT. When Work performed pursuant to a

GC – 3:6
[[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] Change Order is to be paid for on a Force Account basis, the Contractor’s labor, materials and equipment used in the performance of such Work shall be subject to the approval of the City, and the compensation will be determined as set forth below in this section. 3-1.06A LABOR. The Contractor will be paid an amount based on the actual cost for the workers (including foremen when authorized by the Director) used in the actual and direct performance of the Work. All labor costs associated with Overhead, whether field or home office, are specifically excluded herein, as those labor costs are covered by the below mark-ups. The cost of labor, whether the employer is the Contractor, Subcontractor or other forces, shall include employer payments; assessment of benefits required by lawful labor union collective bargaining agreements; compensation insurance payments; contributions made to the State pursuant to the Unemployment Insurance Code; and for taxes paid to the Federal Government pursuant to the Social Security Act of August 14, 1935, as amended. No labor cost will be recognized at a rate in excess of the wages prevailing in the locality at the time the Work is performed, nor will the use of a labor classification, which would increase the cost, be permitted unless the Contractor establishes to the complete satisfaction of the Director the necessity for payment at a higher rate.
3-1.06B MATERIALS. Only materials furnished by the Contractor and necessarily used in the performance of the Work will be paid for. Such cost of materials may include the costs of procurement, transportation and delivery if necessarily incurred. If a cash or trade discount by the actual supplier is available to the Contractor, it shall be credited to the City.

If materials are procured by the purchaser by any method which is not a direct purchase from and a direct billing by the actual supplier to such purchaser, the cost of such materials shall be deemed to be the price paid to the actual supplier plus the actual costs, if any, incurred in the

GC – 3:7
[[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] handling of such materials. If the materials are obtained from a supply or source owned wholly or in part by the purchaser, the cost of such materials shall not exceed the price paid by the purchaser for similar materials furnished from said source on Bid items or the current wholesale price for such materials delivered to the job site, less any discounts as provided herein, whichever is lower. If, in the opinion of the Director, the cost of materials is excessive, or if the Contractor fails to furnish satisfactory evidence of the cost to it from the actual supplier within sixty (60) Days after the date of delivery of the materials or within fifteen (15) Days after Acceptance of the Agreement, whichever occurs first, the cost of the materials shall be deemed to be the lowest current wholesale price at which similar materials are available in the quantities required, less any discounts provided herein. The Department reserves the right to furnish such materials required by the Change Order as it deems advisable, and the Contractor shall have no claim for cost or markups on material furnished by the Department. 3-1.06C EQUIPMENT. The Contractor will be paid an amount based on the actual cost for the use of equipment directly required and approved by the Director in the performance of the changed Work. No payment will be made for time while equipment is inoperative due to breakdowns or on Days when no Work is performed. In addition, the rental time shall include the time required to move the equipment to the Work from the nearest available source of such equipment, and to return it to the source. If such equipment is not moved by its own power, then loading and transportation costs will be paid. Moving time, loading and transportation costs will only be paid if the equipment is used exclusively on the changed Work during the time between move in and move out. Individual pieces of equipment having a replacement value of One Thousand Dollars ($1000) or less shall be considered to be tools or small equipment, and no payment will be made therefore. For equipment owned,

GC – 3:8
[[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] furnished, or rented by the Contractor, no cost therefore shall be recognized in excess of the equipment rental rates published by Caltrans at the following website address:
http://www.dot.ca.gov/hq/construc/equipmnt.html. Equipment located at a Work Site and utilized on non-Force Account work shall not eligible for standby payment, and shall be charged on a Force Account basis only when solely performing pre-approved Force Account work tasks. 3-1.06D MARKUPS. When a Change Order increases the cost of the Work, the Contractor may add the following maximum markups to its actual costs of labor, materials, or equipment rental:
15 percent for labor;
10 percent for materials; and
5 percent for equipment rental.

The above markups include full compensation, covering the costs of all supervision, bonds, profit, Overhead, and other general expenses not specifically designated as a direct cost in Sections 3-1.06A through 3-1.06C above. The total payment (i.e., direct cost plus applicable markups) shall be deemed to be the actual cost of such work and shall constitute full compensation therefor. The Contractor specifically understands and agrees that such payment shall include any Contractor costs for interruption, disruption, and acceleration, extended Overhead, Change Order management, delay or other “impact” claim or “ripple effect” claim.

When work paid for on a Force Account basis is performed by forces other than the Contractor’s own forces, the maximum allowable mark-ups for the Subcontractors’ costs shall be fifteen percent (15%) for the cost of labor, ten percent (10%) for the cost of materials, and five percent (5%) for the cost of rented equipment. In these situations where the work is being performed by Subcontractors, the Contractor will only be entitled to an additional five percent

GC – 3:9
[[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] (5%) mark-up and will not be entitled to receive the additional mark-ups specified in this section.

When a Change Order decreases the cost of the Work, the reduction in cost shall include a five percent (5%) markup on the estimated cost for furnishing the labor, materials and equipment, which would have been used on such Work, had the Change Order not been issued.

When a Change Order involves both added Work and deleted Work, the markup or markups to be used shall be as follows:

The actual costs of labor, materials, and equipment rental for added and deleted Work shall be calculated separately without adding markups. If the difference between the calculated costs for labor results in an increased cost, a markup of fifteen percent (15%) shall be applied to the increased cost. If the difference between the calculated costs of materials or equipment rental results in an increased cost, a markup of ten percent (10%) and five percent (5%) respectively, shall be applied to the increased costs of materials or equipment rental, as the case may be. If the difference between the calculated costs for labor, materials or equipment rental results in a decreased cost, a markup of five percent (5%) shall be applied to the decreased costs of labor, materials or equipment rental, as the case may be.

Contractor shall not add mark-ups on work performed and billed by City staff nor add mark-ups to successive iterations of proposed Change Order cost proposals returned to Contractor by the City due to incomplete or inaccurate information being originally submitted by the Contractor. If the Contract Price increases by the issuance of Change Orders, the penal amounts of the bonds required shall increase accordingly. 3-1.06E RECORDS. The Contractor shall maintain its records in such a manner as to provide a clear distinction between the direct costs of extra work paid for on a Force Account basis and the costs of other operations.

GC – 3:10
[[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] From the above records, the Contractor shall furnish the City completed daily extra work reports, on forms acceptable to the City, for each Day’s extra work to be paid for on a Force Account basis. The daily extra work reports shall itemize the materials used, and shall cover the direct cost of labor and the charges for equipment rental, whether furnished by the Contractor, Subcontractor, or other forces. The daily extra work reports shall provide names and identifications and classifications of workers, the hourly rate of pay and hours worked, and also the size, type, and identification number of equipment, and hours operated. Daily extra work and Force Account reports (actual or claimed) shall be signed by both the City’s and the Contractor’s representatives within twenty-four (24) hours of the performance of the work.

Valid copies of vendor’s invoices shall substantiate material charges. Such invoices shall be submitted with the daily extra work reports, or if not available, they shall be submitted with subsequent daily extra work reports. Should said vendor’s invoices not be submitted within sixty (60) Days after the date of delivery of the material or within fifteen (15) Days after the Acceptance of the Agreement, whichever occurs first, the City reserves the right to establish the cost of such materials at the lowest current wholesale prices at which said materials were available in the quantities, less any discounts.

The City will compare its records with the completed daily extra work reports furnished by the Contractor and make any necessary adjustments. When these daily extra work reports are agreed upon and signed by both parties, said reports shall become the basis of payment for the work performed, but shall not preclude subsequent adjustment based on a later audit by the City.

The Contractor’s cost records pertaining to Work paid for on a Force Account basis shall be open to inspection or audit by representatives of the City during the life of the Agreement and for a period of not less than three (3) years after the date of Agreement completion and the

GC – 3:11
[[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] Contractor shall retain such records for that period. Where payment for materials or labor is based on the cost thereof to forces other than the Contractor, the Contractor shall make every reasonable effort to insure that the cost records of such other forces will be open to inspection and audit by representatives of the City on the same terms and conditions as the cost records of the Contractor. If an audit is to be commenced more than sixty (60) Days after the date of Acceptance of the Agreement, the Contractor will be given fifteen (15) Days’ notice of the time when such audit is to begin.
3-1.07 COST REDUCTION PROPOSALS. The City encourages the Contractor to submit Cost Reduction Proposals whenever the Contractor identifies areas and/or instances in which there can be savings to the Work. Contractor may submit to the City, in writing, proposals for modifying the plans, Specifications or other requirements of the Agreement for the sole purpose of reducing the total cost of construction, including the time for completion of the Work. The City may consider such Cost Reduction Proposals and, if accepted, the Agreement will be equitably adjusted. The City has no obligation to consider or accept Cost Reduction Proposals.

GC - 4:1
[B:\City Attorney\agreement\form agreements\Project Manuals\buildings & grounds.docx; 1/4/2024] XVI. SECTION 4

CONTROL OF MATERIALS
4-1.01 MATERIALS. The Contractor shall furnish all materials required to complete the Work, except materials that are designated in the Supplemental Conditions to be furnished by the City and materials furnished by the City in accordance with Section 3, “Changes in the Work,” of these General Conditions.

Unless otherwise specified in the Supplemental Conditions, materials furnished by the Contractor for incorporation into the Work shall be new. When the quality or kind of materials, articles, or equipment is not particularly indicated, then the quality or kind thereof shall be similar to those that are indicated.

Articles or materials to be incorporated in the Work shall be stored in such a manner as to insure the preservation of their quality and fitness for the Work, and to facilitate inspection.

All materials which do not conform to the requirements of the Contract Documents as determined by the Director, will be rejected whether in place or not. Rejected material shall be removed immediately from the site of the Work, unless otherwise permitted by the Director. No rejected material, the defects of which have been subsequently corrected, shall be used in the Work, unless approval in writing has been given by the Director. Upon failure of the Contractor to comply promptly with any order of the Director made under these provisions, the Director shall have the authority to cause the removal and replacement of rejected material and to deduct the cost thereof from any moneys due or to become due the Contractor.

Manufacturer's warranties, guaranties, instruction sheets and parts lists, which are furnished with certain materials incorporated in the Work, shall be delivered to the Director