Santa Cruz City Council
September 22, 2026

CITY COUNCIL AGENDA
Regular Meeting - September 22, 2026
Council Chambers
809 Center Street
Santa Cruz
1:00 P.M. CLOSED SESSION
2:00 P.M. ORAL COMMUNICATIONS, CONSENT, CONSENT PUBLIC HEARING, AND

GENERAL BUSINESS
Council meetings are hybrid, and may be viewed remotely, using any of the following sources:
 Click on Zoom link (no time delay): https://zoom.us/j/94684401344  Online at http://www.cityofsantacruz.com/government/city-council/council-meetings  Online at Watch – Community Television of Santa Cruz County  Comcast Channel 25
Or: Call any of the numbers below. If one is busy, try the next one.  1-833-548-0276 (Toll Free)
 1-833-548-0282 (Toll Free)
 1-877-853-5247 (Toll Free)
 1-669-900-9128
 Enter the meeting ID number: 946 8440 1344
 When prompted for a Participant ID, press #.
 Press *9 on your phone to “raise your hand” when the Mayor calls for public comment.  It will be your turn to speak when the Mayor calls on you. Press *6 to unmute yourself. The timer will then be set.

Correspondence to be included in the agenda packet must be received by 5:00 pm on Monday, September 21st
PLEASE NOTE:
 Council may take a break(s) as needed.
 Requests for extra speaking time on items other than Oral Communications must be made by 5:00 p.m. on Sunday, September 20th by emailing the Mayor and the City Clerk.

Approval will be confirmed via email.
[email protected] [email protected]
September 22, 2026 City Council 2
The City of Santa Cruz does not discriminate against persons with disabilities. Out of consideration for people with chemical sensitivities we ask that you attend fragrance free. Upon request, the agenda can be provided in a format to accommodate special needs. Additionally, if you wish to attend this public meeting and will require assistance such as an interpreter for American Sign Language, Spanish, or other special equipment, please call the City Clerk’s Department at 420-5030 at least five days in advance so that we can arrange for such special assistance, or email [email protected]. The Cal-Relay system number: 1-800-735-2922.

Si desea asistir a esta reunión pública y necesita ayuda - como un intérprete de lenguaje de señas americano, español u otro equipo especial - favor de llamar al Departamento de la Secretaría de la Ciudad al 420-5030 al menos cinco días antes para que podamos coordinar dicha asistencia especial o envié un correo electrónico a [email protected]. El número del sistema Cal-Relay es: 1-800-735-2922.

Agenda and Agenda Packet Materials: The City Council agenda and the complete agenda packet containing public records, which are not exempt from disclosure pursuant to the California Public Records Act, are available for review on the City’s website: www.santacruzca.gov/councilmeetings and at the Office of the City Clerk located at 809 Center Street, Room 8, Santa Cruz, California, during normal business hours.

Agenda Materials Submitted after Publication of the Agenda Packet: Pursuant to Government Code §54957.5, public records related to an open session agenda item submitted after distribution of the agenda packet are available at the same time they are distributed or made available to the legislative body on the City’s website at: www.santacruzca.gov/councilmeetings and are also available for public inspection at the Office of the City Clerk, 809 Center Street Room 8, Santa Cruz, California, during normal business hours, and at the Council meeting.

Need more information? Contact the City Clerk’s office at 831-420-5030. 1:00 PM
Statements of Disqualification
Public Comment on Closed Session Items
Closed Session

1. Conference With Legal Counsel – Liability Claims (Government Code §54956.95)
1) Claimant: Larrel Wayne Thompson
2) Claimant: Doug Miller
3) Claimant: Matthew A Staker
4) Claimant: Neda Amjadi
5) Claimant: Neda Amjadi
Claims against the City of Santa Cruz

2. Conference With Legal Counsel – Anticipated Litigation (Government Code §54956.9(d)(2))
Significant exposure to litigation (one potential case to be discussed) September 22, 2026 City Council 3
City Council
2:00 PM
Call to Order
Roll Call
Oral Communications - Members of the public may address Council on matters not on the agenda, but within the jurisdiction of the Council. 30 minutes is allocated for Oral Communications. No extra time for groups will be granted.

Presentations

3. Mayoral Proclamation Declaring October 2026 as Domestic Violence Awareness Month

4. Fire Prevention Week and National Emergency Preparedness Month Presiding Officer's Announcements
Statements of Disqualification
Additions and Deletions
City Attorney Report on Closed Session
Council Meeting Calendar

5. The City Council will review the meeting calendar attached to the agenda and revise it as necessary.

Consent Agenda

6. Minutes of the September 8, 2026 City Council Meeting (CC) LOCATION: None
Motion to approve as submitted.

September 22, 2026 City Council 4
Consent Agenda (continued)

7. Approval of an Option Agreement for EV Charging Services Site License to Support Direct Current Fast Charging Infrastructure (CM) LOCATION: District 2
Motion to:
1) Authorize the City Manager to execute an Option Agreement for EV Charging Services Site License for space at the parking lot located at 1111 Soquel Avenue for the purpose of installing and operating Direct Current Fast Charging infrastructure; and
2) Adopt a CEQA finding of categorical exemption pursuant to: 14 CCR 15301 (Existing Facilities); 14 CCR 15304 (Minor Alterations to Land); and 14 CCR 15061(b)(3) (Common Sense Exemption).

8. Liability Claims Filed Against the City of Santa Cruz (FN) Motion to reject the liability claims of 1) Larrel Wayne Thompson, 2) Doug Miller, and 3) Matthew A Staker; and to return as late the claims of 4) Neda Amjadi, and 5) Neda Amjadi, based on staff
recommendation.

9. Wastewater Treatment Facility (WWTF) Energy and Electrical Resiliency (Project WEER) - Award of Progressive Design for Phase 1 Services (c401405) – Budget Adjustment (PW)
LOCATION: District 3
Motion to:
1) Authorize the City Manager to execute the Project WEER Progressive Design Build Agreement for Phase 1 Services in a form approved by the City Attorney with Royal Electric (Sacramento, CA) in the amount of $5,015,000, and authorize the Public Works Director to execute future contract amendments within the approved budget; and
2) Adopt a resolution amending the FY 2027 budget to appropriate funds to the WWTF-Electrical System Project (c401405) in the amount of $1,500,000 from Fund 721.

End Consent Agenda
September 22, 2026 City Council 5
Consent Public Hearing

10. 2nd Reading and Final Adoption of Ordinance No. 2026-15 CalPERS Contract Amendment (HR)
LOCATION: Citywide
Motion to adopt Ordinance No. 2026-15 implementing the CalPERS contract amendment.

11. 2023 Program Year Annual Action Plan Amendment – Budget Adjustment (CD)
LOCATION: Districts 1 and 4
Motion to:
1) Adopt a resolution amending the 2023 U.S. Department of Housing and Urban Development (HUD) Annual Action Plan for Community Development Block Grant (CDBG) to reduce funding to the “2023 PY Civic Auditorium ADA Improvements” project in an amount up to $100,000 and reallocate the funding to the project “2023 PY Market St.

Senior Center Renovations”;
2) Adopt a resolution reallocating 2023-2024 Community Development Block Grant (CDBG) funding from the “2023 PY Civic Auditorium ADA Improvements” project in an amount up to $100,000 and reallocate the funding to the project “2023 PY Market St. Senior Center Renovations” and appropriating the funds in the FY27 budget; and
3) Direct staff to submit the Annual Action Plan (AAP) amendment to HUD for approval.

12. Georgiana Bruce Kirby Preparatory School – Tax and Equity Fiscal Responsibility Act (TEFRA) Public Hearing and Resolution (ED) LOCATION: District 5
Motion to:
1) Conduct a public hearing under the requirements of TEFRA and Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”); and,
2) Adopt a resolution providing for the issuance by the California Municipal Public Financing Authority (“CalMuni PFA” or the “Authority”) of revenue bonds in an aggregate principal amount not to exceed $12,025,000 (the “Bonds”) for the benefit of Georgiana Bruce Kirby Preparatory School
September 22, 2026 City Council 6
General Business

13. Resilient Coast Santa Cruz 2.0 Update (CM)
LOCATION: Districts 2, 3, 4, and 6
Receive, accept, and provide feedback on the project update including medium term coastal adaptation strategy development status, community engagement to date, and timeline to project completion.

14. Amendment to Santa Cruz Municipal Code Chapter 10.41 Pertaining to Eligibility for Citywide Permit Parking (PW)
LOCATION: Citywide
Motion to:
1) Introduce for publication an ordinance to amend Santa Cruz Municipal Code (SCMC) Chapter 10.41 – Citywide Permit Parking to restrict preferential permit parking program participation for certain residential development projects that use state law to provide fewer off-street parking spaces than would otherwise be required by the City. (2) Adopt a CEQA finding of exemption pursuant to CEQA Guidelines section 15061(b)(3) (the “common sense” exemption) and section 15301(c) (existing facilities categorical exemption).

Adjournment
September 22, 2026 City Council 7

INFORMATION ITEMS PREVIOUSLY DISTRIBUTED TO CITY COUNCILMEMBERS ADDENDUM TO CITY COUNCIL AGENDA – SEPTEMBER 22, 2026

15. Public Works Department: Annual San Lorenzo River Vegetation Management and Burrowing Rodent Mitigation Project 9/8/26 (PWFYI 0113)

MAYOR'S PROCLAMATIONS
ADDENDUM TO CITY COUNCIL AGENDA – SEPTEMBER 22, 2026

16. Proclaiming the month of September 2026 as “Childhood Cancer Awareness Month” and encouraging all citizens to join in honoring Jacob’s Heart Children’s Cancer Support Services for its 28 years of outstanding support to our community and acknowledging its contributions to Childhood Cancer Awareness Month.

17. Proclaiming Tuesday, September 22, 2026 as “Santa Cruz Guitar Company 50th Anniversary Day” and encouraging all citizens to join in recognizing and celebrating the Santa Cruz Guitar Company’s 50th Anniversary and commending its enduring contributions to the heart and soul of our City.

18. Proclaiming the month of October 2026 as “Domestic Violence Awareness Month” and encouraging members of our community to participate in activities during the month of October to raise awareness and work together to prevent violence in our world.

September 22, 2026 City Council 8
Advisory Body Appointments
The following positions are either currently vacant or the terms are due to expire.

Council will make appointments at a future meeting.

Board of Building and Fire Appeals Two openings – at-large nominations County Library Advisory Commission One opening – at-large nomination Downtown Commission Two openings – to be appointed by
Councilmembers Golder and O’Hara
Sister Cities Committee One opening – at-large nomination Transportation and Public Works
Commission
One opening – to be appointed by
Councilmember Trigueiro
Public Hearing
If, in the future, you wish to challenge in court any of the matters on this agenda for which a public hearing is to be conducted, you may be limited to raising only those issues which you (or someone else) raised orally at the public hearing or in written correspondence received by the City at or before the hearing.

Any person seeking to challenge a City Council decision made as a result of a proceeding in which, by law, a hearing is required to be given, evidence is required to be taken, and the discretion in the determination of facts is vested in the City Council, shall be required to commence that action either 60 days or 90 days following the date on which the decision becomes final as provided in Code of Civil Procedure Section 1094.6 Please refer to code of Civil Procedure 1094.6 to determine how to calculate when a decision becomes “final.” The 60-day rule applies to all public hearings conducted pursuant to the City’s Zoning Ordinance, Title 24, Santa Cruz Municipal Code. The 90-day rule applies to all other public hearings.

NFPA Fire Prevention Week
National Emergency
Preparedness Month
Tim Shields
Division Chief Prevention
Meredith Albert
OES Manager

4.1 NFPA Fire Prevention Week
Tim Shields
Division Chief Prevention
2 4.2
The Legacy of Fire
Prevention Week
• Commemorates the Great
Chicago Fire of October 8–9,
1871
• Observed annually during the
week that includes October 9
• 2026 Fire Prevention Week:

October 4–10
3 4.3
NFPA Fire Prevention Week 2026 Theme
4 4.4
CHARGE INTO FIRE SAFETY : Safe Charging Is a Superpower! 5 4.5
National Emergency
Preparedness Month
Meredith Albert
OES Manager
6 4.6
Winter Storm Preparedness
City of Santa Cruz | Office of Emergency Services
What the City Is Doing
Coordinated readiness across every department
Storm-Ready Infrastructure
Storm drains cleared, streets swept, sandbags available Monitoring + Sharing information
Operational Coordination
Reaching Every Resident
Community outreach focused on residents, visitors, and
neighborhoods most vulnerable to winter weather
What We Ask of You
Ready, Prep, Go SC!
Build a 72-Hour Kit
Know Your Risk
Connect with neighbors
72 HOURS
self-sufficient
7 Plan ahead

4.7 Shared responsibilities:

City Staff + Residents + Visitors
El Niño Winter Outlook
NOAA / NWS Climate Prediction Center – Advisory in effect Ways to Get Alerts
NOAA Weather Radio
Battery-powered, plan for power outages!
Wireless Emergency Alerts
3+ WAYS
to get alerts
El Niño in our City
Coastal flooding,
hazardous beach
conditions, and
significant coastal
erosion
8 4.8
Always Prepared City of Santa Cruz | Office of Emergency Services Communications
Building preparedness awareness before the storms arrive Preparedness Portal
Understand and prepare for all hazards
Community Outreach and Engagement: a partnership
City Staff + Elected Officials + Businesses + Residents + Visitors Recent Communications
Preparedness featured in Mayor Keeley’s monthly Santa Cruz Sentinel column and upcoming monthly radio SPOT on The HIPPO.

Start the Conversation Early
Connect with family, friends, neighbors about emergency preparedness now 9 4.9
Questions?
10 4.10
2026 City Council Meeting Calendar
October 20/21 - Yom Kippur (City observed - sundown to sundown) September 22 - Regular Meeting
October 13 - Regular Meeting
October 27 - Regular Meeting
November 11 - City Hall Closure - Veteran's Day (observed) November 17 - Regular Meeting
November 26 - City Hall Closure - Thanksgiving Day
November 27 - City Hall Closure - Day After Thanksgiving Day December 4/5 - Hanukkah (City observed - sundown to sundown) December 8 - Regular Meeting
December 22 Meeting Cancelled
December 25

5.1 MINUTES ARE UNOFFICIAL UNTIL APPROVED BY COUNCIL
City of Santa Cruz
809 Center Street
Santa Cruz, California 95060

MINUTES OF A CITY COUNCIL MEETING
September 8, 2026
Closed Session
2:00 PM
Mayor Keeley opened the City Council Closed Session at 2:04 p.m. in a public meeting via Zoom and in Council Chambers, for the purpose of announcing the agenda, and receiving public testimony.

Roll Call

Present: Councilmembers Trigueiro, Brunner, Newsome, Golder, O’Hara; Vice Mayor Kalantari-Johnson; Mayor Keeley.

Absent: None.

Staff: City Manager M. Huffaker, City Attorney C. Bronson, Deputy City Clerk Administrator J. Wood, City Clerk Administrator B. Bush.

Statements of Disqualification – Councilmember Brunner announced she will recuse herself from item 1 in an abundance of caution as it relates to her employment.

Public Comment on Closed Session Items
Mayor Keeley opened the public comment period at 2:04 p.m. There were no speakers. Mayor Keeley closed the public comment period at 2:04 p.m., at which time the meeting was closed to the public and Council adjourned to the Courtyard Conference Room.

6.1 September 8, 2026 CITY COUNCIL MINUTES 8347
Closed Session

1. Real Property Negotiations (Government Code §54956.8) Property: 1020 Cedar Street
APN: 005-042-36 (portion of)
Owner: City of Santa Cruz
City Negotiator: Bonnie Lipscomb
Negotiating Parties: City of Santa Cruz and Joseph S. Ferrara dba Atlantis Fantasyworld
Under Negotiation: Price, terms of payment, or both
Councilmember Brunner recused herself from the discussion. Council received a status report from the City Negotiator, and no reportable action was taken.

6.2 September 8, 2026 CITY COUNCIL MINUTES 8348
City of Santa Cruz
809 Center Street
Santa Cruz, California 95060

MINUTES OF A CITY COUNCIL MEETING
September 8, 2026
2:15 PM
Call to Order – Mayor Keeley called the meeting to order at 2:24 p.m. in Council Chambers.

Roll Call

Present: Councilmembers Trigueiro, Brunner, Newsome, Golder, O’Hara; Vice Mayor Kalantari-Johnson; Mayor Keeley.

Absent: None.

Staff: City Manager M. Huffaker, Assistant City Manager M. Templeton, City Attorney C. Bronson, Deputy City Manager/Director of Economic Development B. Lipscomb, Director of Community Development L.

Butler (via Zoom), Director of Finance E. Cabell (via Zoom), Chief of Fire R. Oatey (via Zoom), Chief People Officer S. De Leon, Director of Parks and Recreation T. Elliot, Director of Water H. Luckenbach, Principal Transportation Planner C. Gallogly, Assistant Finance Director – Water Department N. Kurns, Deputy City Clerk Administrator J. Wood, City Clerk Administrator B. Bush.

At this time Council heard the City Attorney Report on Closed Session.

Oral Communications
At 2:25 p.m. Mayor Keeley opened Oral Communications for members of the public who wished to speak regarding items not listed on the City Council agenda.

James Ewing-Whitman spoke regarding a transmission he had replaced in 2001, the weight of $20- and $100-dollar bills, nanotechnology, and various metric weights.

Bradley Snyder spoke regarding the developments happening in downtown Santa Cruz, low-income housing, and suggested building housing closer to the leaders of technology in Silicon Valley.

At 2:32 p.m. Mayor Keeley closed Oral Communications.

6.3 September 8, 2026 CITY COUNCIL MINUTES 8349
Presentations

2. Mayoral Proclamation Declaring September 2026 as Childhood Cancer Awareness Month
Councilmember Trigueiro read from and presented a proclamation declaring September as Childhood Cancer Awareness Month. Guille Silva with Jacob’s Heart spoke.

3. Community Gardens Update
Youth Fellow K. Gorman provided Council with an update on Community Gardens.

At this time Council heard Presiding Officer’s Announcements.

4. National Emergency Preparedness Month
This item was continued to a future meeting and was not discussed.

Presiding Officer's Announcements – Mayor Keeley spoke regarding Labor Day, thanking the City’s laborers, and the impact of the events that took place on September 11, 2001 and called for a moment of silence.

Statements of Disqualification – Councilmember Brunner announced she will recuse herself from item 9 in an abundance of caution as it relates to her employment.

Additions and Deletions – City Clerk Administrator B. Bush announced item 4 will be continued to a future meeting and will not be discussed.

City Attorney Report on Closed Session – See page 8347 for the report.

At this time Council heard Oral Communications.

Council Meeting Calendar

5. The City Council reviewed and did not revise the meeting calendar attached to the agenda.

6.4 September 8, 2026 CITY COUNCIL MINUTES 8350
Consent Agenda
Councilmember O’Hara made a comment on item 12.

Vice Mayor Kalantari-Johnson made a comment on items 8 and 12.

City Clerk Administrator B. Bush responded to Council questions regarding item 8.

Councilmember Brunner made a comment on items 12 and 14.

Mayor Keeley pulled item 7 for further discussion.

Mayor Keeley opened the public comment period. The following people spoke:

Kay Archer-Bowden made a comment on item 12.

James Ewing-Whitman made a comment on item 6.

Unidentified person made a comment on item 11.

Mayor Keeley closed the public comment period.

MOTION: Councilmember Brunner moved, seconded by Vice Mayor KalantariJohnson, to approve the remaining Consent Agenda.

ACTION: The motion carried unanimously with the following vote.

AYES: Councilmembers Trigueiro, Brunner (with the exception of item 9), Newsome, Golder, O’Hara; Vice Mayor Kalantari-Johnson; Mayor Keeley.

NOES: None.

ABSENT: None.

DISQUALIFIED: Councilmember Brunner (item 9).

6. Minutes of the August 25, 2026 City Council Meeting (CC) LOCATION: None
Motion carried to approve as submitted.

6.5 September 8, 2026 CITY COUNCIL MINUTES 8351
Consent Agenda (continued)

7. Santa Cruz County Civil Grand Jury Response (CM)
LOCATION: Citywide
Mayor Keeley spoke.

Principal Transportation Planner C. Gallogly responded to Council questions.

Mayor Keeley opened the public comment period. There were no speakers.

Mayor Keeley closed the public comment period.

MOTION: Councilmember O’Hara moved, seconded by Councilmember Brunner, to:
 Authorize the Mayor to submit responses to the Santa Cruz Civil Grand Jury on behalf of the Santa Cruz City Council for the Walking in the County of Santa Cruz Grand Jury Report; and
 Direct staff to return within six months with a “Sidewalk Upon Sale” ordinance for Council consideration.

ACTION: The motion carried unanimously with the following vote.

AYES: Councilmembers Trigueiro, Brunner, Newsome, Golder, O’Hara; Vice Mayor Kalantari-Johnson; Mayor Keeley.

NOES: None.

ABSENT: None.

DISQUALIFIED: None.

8. Sugar-Sweetened Beverage Tax Oversight Committee Bylaws (CM) LOCATION: Citywide
Motion carried to:
 Approve the Sugar-Sweetened Beverage Tax Oversight Committee (SSBTOC) bylaws; and
 Adopt Resolution No. NS-30,696 exempting the SSBTOC from the City’s policy (Council Policy 5.1) that requires city residency for advisory body members, and allowing up to three non-City-residents who have experience in youth programs or early childhood development to serve on the SSBTOC.

6.6 September 8, 2026 CITY COUNCIL MINUTES 8352
Consent Agenda (continued)

9. Third Amendment to the Lease Agreement with Laughing Phoenix, Inc. dba the Great Rabbit, Atlas Services Corporation dba Atlas Geotechnical and Clever Collective for City-Owned Space at 915 Cedar Street (ED) LOCATION: District 4
Motion carried to:
 Approve and authorize the City Manager to execute a Third Amendment to the Lease Agreement with Laughing Phoenix, Inc. dba the Great Rabbit, Atlas Services Corporation dba Atlas Geotechnical and Clever Collective, in a form approved by the City Attorney, for the commercial space at 915 Cedar Street;
 Authorize the City Manager to execute a Memorandum of Lease, in a form approved by the City Attorney, to be recorded in the Santa Cruz County Recorder’s Office; and
 Adopt a finding of categorical exemption pursuant to the following CEQA guidelines: 14 CCR 15301 (Existing Facilities) and 14 CCR 15061(b)(3) (Common Sense Exemption).

10. Authorization to Exceed $100,000 for Legal Services with Burke, Williams, & Sorensen, LLP (HR)
LOCATION: Citywide
Motion carried authorizing the City Manager, or their designee, to execute agreements and approve payments exceeding $100,000 for legal services for Fiscal Year 2027.

11. Authorization to Exceed $100,000 for Investigation Services with Oppenheimer Investigations Group, LLP, Related to Respectful Workplace, Harassment, and Discrimination Complaints (HR)
Location: Citywide
Motion carried authorizing the City Manager, or their designee, to execute agreements and approve payments exceeding $100,000 in the aggregate for third-party investigation services related to workplace harassment, discrimination, and respectful workplace complaints for Fiscal Year 2027.

6.7 September 8, 2026 CITY COUNCIL MINUTES 8353
Consent Agenda (continued)

12. Memorial Request Honoring Celia and Peter Scott (PR) LOCATION: District 5
Motion carried to approve the installation of a memorial plaque in Pogonip in honor of Celia and Peter Scott.

13. Wastewater Treatment Facility Sinkhole Emergency Repair (m409659) – Budget Adjustment (PW)
LOCATION: District 3
Motion carried to:
 Ratify an emergency purchase order with Anderson Pacific Engineering (Santa Clara, CA) for repair of a sinkhole at the Wastewater Treatment Facility in the amount of $333,286;
 Find the project categorically exempt under CEQA Guidelines 14 CCR Section 15269(b) (Emergency Projects); and
 Adopt Resolution No. NS-30,697 amending the FY 2027 budget and appropriating funds in the amount of $333,286 to fully fund the repairs.

14. Purchase of a Wachs Valve Truck (WT)
LOCATION: Citywide
Motion carried to purchase a Ford F-550 Wachs Valve Truck from Rush Truck Center (New Braunfels, TX) in the amount of $276,712.98 under the existing cooperative contract with Sourcewell.

End Consent Agenda

6.8 September 8, 2026 CITY COUNCIL MINUTES 8354
General Business

15. 2026 Water Department Long-Range Financial Plan, 2026 Water Rate Study, and Proposed Water Rate Schedule for Calendar Year 2027 – Calendar Year 2031 (CY 2027 – CY 2031) (WT)
LOCATION: Citywide
Director of Water H. Luckenbach, Assistant Finance Director – Water Department N. Kurns, and Erik Helgeson, Principal/Partner with Bartle Wells Associates, gave a presentation and responded to Council questions.

Mayor Keeley opened the public comment period. The following people spoke.

James Ewing-Whitman
Dan Kriege
Unidentified person
Sierra Ryan
Mayor Keeley closed the public comment period.

MOTION: Councilmember O’Hara moved, seconded by Councilmember Brunner, to:
 Adopt the 2026 Water Department Long-Range Financial Plan;  Receive the 2026 Water Rate Study dated August 18, 2026;  Accept the proposed schedule of water rate increases for CY 2027 – CY 2031 and the proposed CY 2027 – CY 2031 Drought Cost Recovery Fee schedule as set forth in the Rate Study, and direct staff to post the Rate Study as the basis for the proposed rates in connection with the Proposition 218 notice process, for the purposes of proceeding with the required public notice and protest period under Proposition 218; and
 Authorize the Water Department to mail the Proposition 218-compliant public notice initiating the protest period and set the required public hearing for Tuesday November 17, 2026, after the hour of 10:00 a.m.

ACTION: The motion carried unanimously with the following vote.

AYES: Councilmembers Trigueiro, Brunner, Newsome, Golder, O’Hara; Vice Mayor Kalantari-Johnson; Mayor Keeley.

NOES: None.

ABSENT: None.

DISQUALIFIED: None.

6.9 September 8, 2026 CITY COUNCIL MINUTES 8355
Adjournment – Councilmember Golder moved, seconded by Councilmember Trigueiro, to adjourn. By consensus City Council adjourned at 4:54 p.m.

Respectfully Submitted:

Julia Wood, Deputy City Clerk Administrator
Attest:

Bonnie Bush, City Clerk Administrator
Approved:

Fred Keeley, Mayor

6.10 City Council

AGENDA REPORT
DATE: 09/03/2026
AGENDA OF: 09/22/2026
DEPARTMENT: City Manager
SUBJECT: Approval of an Option Agreement for EV Charging Services Site License to Support Direct Current Fast Charging Infrastructure (CM) LOCATION: District 2
RECOMMENDATION: Motion to:
1) Authorize the City Manager to execute an Option Agreement for EV Charging Services Site License for space at the parking lot located at 1111 Soquel Avenue for the purpose of installing and operating Direct Current Fast Charging infrastructure; and 2) Adopt a CEQA finding of categorical exemption pursuant to: 14 CCR 15301 (Existing Facilities); 14 CCR 15304 (Minor Alterations to Land); and 14 CCR 15061(b)(3) (Common Sense Exemption).

BACKGROUND: To meet the City of Santa Cruz’s (City) greenhouse gas emissions targets, the City’s Climate Action Plan 2030 (CAP 2030) calls for installing at least 1,247 new public electric vehicle (EV) charging stations, prioritizing frontline neighborhoods and high usage areas by 2030. While there are over 200 publicly available EV charging station ports across the city, there is still more to be done to achieve the City’s CAP 2030 public EV charging measure.

California’s National Electric Vehicle Infrastructure (NEVI) Formula Program is a competitive grant solicitation for the deployment of EV charging stations with publicly accessible, highpowered, direct current fast chargers (DCFCs) to support light-duty EV travel along major corridors in California. NEVI is in its sixth grant funding round. The City is working with a development partner, Citizen Energy, who will prepare and apply for the funding, and the City will serve as a host of DCFC infrastructure that will be owned and operated by Citizen Energy.

Citizen Energy successfully applied for and was awarded funding through an earlier round of NEVI funding for the installation of 4 DCFCs at the Downtown Library currently under construction, saving that project over $400,000 in infrastructure costs.

DISCUSSION: Citizen Energy will apply to the NEVI grant (and other grant and rebate opportunities as needed) for the installation of 4 DCFCs in this high use, downtown area. Award of this funding will advance progress towards achieving the City’s CAP 2030 EV charging measure. Specifically, should funds be awarded, Citizen Energy will install, own, and maintain 4 DCFCs at 1111 Soquel Avenue. This is a competitive site based on the criteria for this

7.1 solicitation including project readiness, distance from Highway 1 exit and public availability 24 hours a day, 7 days a week, among others. Citizen Energy will meet and provide all grant match requirements including rebates committed by Central Coast Community Energy.

To demonstrate project readiness, it is necessary for the City to enter into an Option Agreement for EV Charging Services Site License (attached) with Citizen’s Energy to include in the grant application. The parking location subject to this Option Agreement is 1111 Soquel Avenue, parking lot 32, APN 010-042-19. A similar agreement was previously approved by City Council for this site during the earlier NEVI grant solicitation in March, 2026. However, that prior draft agreement specified the earlier NEVI grant solicitation number. Staff are returning to City Council for approval of a revised agreement for this location which omits any grant solicitation number to ensure flexibility to pursue grant funds and rebates as needed for this site, without the need for staff to obtain further City Council approval. Should the grant be successful, staff will return with a final license agreement to be approved by Council to facilitate installation of the 4 DCFC EV charging stations.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: The proposed Council action is categorically exempt from CEQA under the following:
• Class 1 Categorical Exemption (14 CCR 15301 for Existing Facilities) and Class 4 Categorical Exemption (14 CCR 15304 for Minor Alterations to Land) - The proposed Council action consists of approving an Option Agreement, where a developer would make minor alterations to public property to install DCFCs, involving negligible or no expansion of existing use of the public facilities. Project ground disturbance would occur within previously disturbed areas and is limited in scope. • Common Sense Exemption (14 CCR 15061(b)(3)) – The proposed Council action is not subject to CEQA because it can be seen with certainty that the project will have no significant effect on the environment.

HEALTH IN ALL POLICIES (HiAP): This project directly supports the sustainability pillar of Health in All Policies and implements the CAP 2030 Measure T4.1 which calls for installing at least 1,247 new public EV charging stations prioritizing frontline neighborhoods and high usage areas by 2030. While the project’s EV charging stations are not in frontline neighborhoods, they are in a high usage area. The City could not site EV charging stations included in this project in frontline neighborhoods because the City does not own lots in these neighborhoods and these neighborhoods did not meet the criteria for selection (e.g., distance from Highway 1 exit, number of other public EV chargers nearby and project readiness).

However, the City has partnered with Ecology Action to deliver outreach to frontline community members on how to cost effectively purchase and charge EVs, supporting the equity pillar of HiAP. The use of EVs reduces the release of tailpipe emissions from internal combustion engines, which lessens the potential for respiratory illnesses like asthma, supporting the public health pillar of HiAP.

FISCAL IMPACT:

1. The recommendation in this report impacts the General Fund: No

2. This recommendation requires a budget adjustment: No

3. The recommendation creates an on-going expenditure commitment: No

7.2 FISCAL IMPACT DESCRIPTION: The option agreement will have no impact on the General Fund; a future final agreement could have positive benefit on the General Fund.

Prepared By:

Tiffany Wise-West, P.E.

Sustainability and Resiliency
Officer
Submitted By:

Michelle Templeton
Assistant City Manager
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. OPTION AGREEMENT FOR SITE LICENSE - CITIZEN ENERGY.PDF

7.3 OPTION AGREEMENT FOR EV CHARGING SERVICES SITE LICENSE THIS OPTION AGREEMENT FOR EV CHARGING SERVICES SITE LICENSE (this “Option Agreement”) is made and entered into as of ____________ (the “Effective Date”) by and between Citizen Energy LLC (the “Developer”) and the City of Santa Cruz (the “Owner”).

WHEREAS, Owner owns certain real property located at 1111 Soquel Avenue parking lot 32, Santa Cruz, CA 95062; APN 010-042-19 (the “Property”); and
WHEREAS, Developer is applying for a state or federal grant or rebate program supporting public EV charging infrastructure, including but not limited to California NEVI and CalEVIP funds, to install, own, and operate DCFC electric vehicle (“EV”) charging infrastructure; and WHEREAS, Developer requires site control to satisfy the “Project Readiness” requirements of the NEVI Grant; and
WHEREAS, Owner desires to support the expansion of public EV charging and is willing to grant Developer an option to license a portion of the Property for such purposes under the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties agree as follows.

1. Grant of Option. Owner hereby grants to Developer the exclusive and irrevocable right and option (the “Option”) to license a portion of the Property, as generally depicted in the Preliminary Site Plan attached hereto as Exhibit A (the “Premises”), for the purpose of constructing, installing, operating, and maintaining DCFC EV charging stations.

2. Option Period. The term of this Option (the “Option Period”) shall commence on the Effective Date and shall expire twenty four (24) months thereafter.

3. Exercise of Option. Developer may exercise the Option at any time during the Option Period, by written notice of exercise to Owner (the “Notice of Exercise”). Owner and Developer shall execute a “Site License Agreement” within thirty (30) days of Developer delivering a Notice of Exercise. The exercise of this Option is expressly contingent upon Developer receiving a "Notice of Proposed Award" (NOPA) from a state or federal grant or rebate program supporting public EV charging infrastructure, including but not limited to California NEVI and CalEVIP funds, and the Due Diligence provisions set forth in Section 4. The Site License Agreement shall have a term of no less than ten (10) years.

4. Right of Entry and Due Diligence. During the Option Period, Developer and its agents, contractors, and consultants shall have the right to enter the Property at reasonable times and upon Owner’s prior written consent to perform "Due Diligence Activities," including but not limited to design, surveying, engineering, utility feasibility, and environmental assessments. Developer shall comply with all onsite health and safety requirements from City during such entry. Upon reasonable advance notice to Owner, Developer shall have

7.4 access during normal business hours to any and all historic documents, drawings, plans, correspondence, and memoranda in the possession or control of Owner which relate to the Property and which may be needed for regulatory planning, permitting, utility, or general design purposes. During the Option Period, Owner and its agents, contractors, and consultants shall confirm that the license proposed by Developer is consistent with all existing utility capacities and easement locations.

5. Representations, Warranties and Covenants. Owner represents and warrants to Developer that it owns the Property. Owner further represents and warrants to Developer that Owner and person signing this Option Agreement on behalf of Owner has the full and unrestricted power and authority to execute and deliver this Option Agreement and grant the interests herein granted. Owner also represents that, upon and/or in connection with the exercise of the Option by Developer, Owner will obtain any necessary consents and/or subordination agreements from any lienholders and any and all tenants having a possessory interest in the Property at the time the Option is exercised. Additionally, Owner represents and warrants to Developer that as of the date hereof: (i) no third party has any option or right to purchase, lease, license, or otherwise occupy or use all or any part of the Property to perform EV charging services; (ii) Owner has not received any written notice of any pending eminent domain proceedings or other governmental actions or any judicial actions of any kind against Owner’s interest in the Property; and (iii) Owner has not received written notice that it is in violation of any governmental law or regulation applicable to its interest in the Property or its operation thereon, including, without limitation, any environmental laws and has no reason to believe that there are grounds for any claim of any such violation.

6. Indemnification. Developer agrees to indemnify and hold harmless Owner, its officers, agents and employees from all liability, loss, claim, damage, cost and expense arising from or relating to the negligent acts or omissions or willful misconduct of Developer, its contractors or representatives, except to the extent such property damage, personal injury or death results from the gross negligence or willful misconduct of Owner, its contractors, employees or representatives. The foregoing indemnity provision shall survive the exercise of the Option or the termination of this Option Agreement for a period of twelve (12) months and shall thereafter terminate and expire.

7. Termination. Either party may terminate this Option Agreement if the Developer fails to receive a "Notice of Proposed Award" (NOPA) from a state or federal grant or rebate program supporting public EV charging infrastructure, including but not limited to California NEVI and CalEVIP funds. This Option Agreement is also contingent upon both parties’ satisfaction of their due diligence investigations, as further specified in Section 4. If, in either party’s sole and absolute discretion, the results of such investigations are inconsistent with a Site License Agreement, either party may terminate this Agreement by providing written notice to the other prior to the expiration of the Option Period.

8. Effect of Option Agreement; Interest in Real Property. The parties intend that the Option Agreement create a valid and present interest in the Property in favor of Developer. Therefore, this Option Agreement shall be deemed an interest in and encumbrance upon the Property and

7.5 shall be binding upon the Property and Owner and its successors and assigns and shall inure to the benefit of Developer and its successors and assigns. Owner covenants and agrees that during the Option Period, Owner shall not convey the Property or any interest therein or permit any lien or encumbrance to attach to the Property unless the transferee or lien holder, as the case may be, shall agree, in writing, to be bound by this Option Agreement. Owner shall also protect and defend Developer’s interest in the Property and its rights and benefits under this Option Agreement.

9. Property Improvements. During the Option Period, Owner shall notify Developer of any proposed improvements on the Property and shall work with Developer to minimize the impact of such improvements to the proposed EV charging infrastructure and services.

10. Assignment. Developer shall at all times have the right to sell, assign, encumber, or transfer all or any part of its rights and interests under this Option Agreement without Owner’s consent; provided, however, that the term of any such transfer shall not extend beyond the Option Period and that any and all such transfers shall be expressly made subject to all of the terms, covenants and conditions of this Option Agreement. Developer shall provide Owner prior notice of any proposed assignment and notice after any assignment is made.

11. No Waiver. No waiver of any right under this Option Agreement shall be effective for any purpose unless it is in writing and is signed by the party hereto possessing the right, nor shall any such waiver be construed to be a waiver of any subsequent right, term or provision of this Option Agreement.

12. Confidentiality. Owner shall maintain in the strictest confidence, for the sole benefit of Developer, Developer’s site design and product design, methods of operation and methods of construction and power production or availability of the Developer’s project, and, without written permission from Developer, unless otherwise required by law, Owner shall not share such confidential information to any person or in any form.

13. Relationship of Parties. The duties, obligations and liabilities of each of the parties are not joint or collective. This Option Agreement shall not be interpreted or construed to create an association, joint venture, fiduciary relationship or partnership between Owner and Developer or to impose any partnership obligation or liability or any trust or agency obligation or relationship upon either party. Owner and Developer shall not have any right, power, or authority to enter into any agreement or undertaking for, or act on behalf of, or to act or be an agent or representative of, or to otherwise bind, the other party.

14. No Representation. Developer makes no representation or warranty as to the likelihood that it will exercise the Option or as to the suitability of the Property for development of EV charging infrastructure and services project.

15. Partial Invalidity. Should any term or provision of this Option Agreement, or the application thereof to any person or circumstance, to any extent, be invalid or unenforceable, the remainder of this Option Agreement or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be effected thereby, and each remaining term and provision of this Option Agreement shall be

7.6 valid and enforceable to the fullest extent permitted by law.

16. Attorneys’ Fees. The prevailing party in any action or proceeding for the enforcement, protection, or establishment of any right or remedy under this Option Agreement or for the interpretation of this Option Agreement shall be entitled to recover its reasonable attorneys’ fees and costs in connection with such action or proceeding from the non-prevailing party.

17. Governing Law. The terms and provisions of this Option Agreement shall be interpreted in accordance with the laws of the State of California applicable to contracts made and to be performed within such State and without reference to the choice of law principles of such State or any other state.

18. Entire Agreement. This Option Agreement, together with its attached exhibits, contains the entire agreement between the parties hereto with respect to the subject matter hereof and any prior agreements, discussions or understandings, written or oral, are superseded by this Option Agreement and shall be of no force or effect. No addition or modification of any term or provision of this Option Agreement shall be effective unless set forth in writing and signed by each of the parties.

IN WITNESS WHEREOF the parties have through their duly authorized representatives set their respective hands and executed this Agreement as of the date first set forth above.

CITY OF SANTA CRUZ CITIZEN ENERGY LLC
Signature Signature
Name Name Edwin Luevanos
Title Title CEO

APPROVED AS TO FORM
_________________________________
Office of the City Attorney

7.7 EXHIBIT A

PRELIMINARY SITE PLAN

7.8 City Council

AGENDA REPORT
DATE: 09/03/2026
AGENDA OF: 09/22/2026
DEPARTMENT: Finance
SUBJECT: Liability Claims Filed Against the City of Santa Cruz (FN) RECOMMENDATION: Motion to reject the liability claims of 1) Larrel Wayne Thompson, 2) Doug Miller, and 3) Matthew A Staker; and to return as late the claims of 4) Neda Amjadi, and 5) Neda Amjadi, based on staff recommendation.

BACKGROUND: N/A
DISCUSSION: Claims to be rejected:

1. Claimant: Larrel Wayne Thompson
Date of occurrence: 6/22/2026
Date of claim: 8/6/2026
Amount of claim: Unspecified
Claimant seeks damages related to alleged violations of his civil rights during a traffic stop by the Santa Cruz Police Department.

Self-Represented

2. Claimant: Doug Miller
Date of occurrence: 2/26/2026
Date of claim: 8/24/2026
Amount of claim: $4,630.00
Claimant seeks reimbursement for fees related to the alleged illegal towing of his vehicle and impoundment of his personal belongings by the Santa Cruz Police Department.

Self-Represented

8.1 3. Claimant: Matthew A Staker
Date of occurrence: 6/30/2026
Date of claim: 8/27/2026
Amount of claim: $65,000
Claimant seeks damages for injuries allegedly sustained in a bicycle accident on the Arroyo Seco Canyon Trail.

Self-Represented
II. Claims to be returned as late:

4. Claimant: Neda Amjadi
Date of occurrence: 7/19/2024
Date of claim: 8/24/2026
Amount of claim: $1,015.00
Claimant seeks compensation for personal items allegedly lost during Police action.

Self-Represented

5. Claimant: Neda Amjadi
Date of occurrence: 11/14/2025
Date of claim: 8/24/2026
Amount of claim: $2,155.00
Claimant seeks compensation for personal items allegedly lost during Police action.

Self-Represented
CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION: N/A HEALTH IN ALL POLICIES (HiAP): N/A
FISCAL IMPACT:

1. The recommendation in this report impacts the General Fund: No

2. This recommendation requires a budget adjustment: No

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: No fiscal impact.

Prepared By:

Ross Brandon
Risk & Safety Manager
Submitted By:

Elizabeth Cabell
Finance Director
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

None.

8.2 City Council

AGENDA REPORT
DATE: 09/03/2026
AGENDA OF: 09/22/2026
DEPARTMENT: Public Works
SUBJECT: Wastewater Treatment Facility (WWTF) Energy and Electrical Resiliency (Project WEER) - Award of Progressive Design for Phase 1 Services (c401405) – Budget Adjustment (PW)
LOCATION: District 3
RECOMMENDATION: Motion to:
1) Authorize the City Manager to execute the Project WEER Progressive Design Build Agreement for Phase 1 Services in a form approved by the City Attorney with Royal Electric (Sacramento, CA) in the amount of $5,015,000, and authorize the Public Works Director to execute future contract amendments within the approved budget; and 2) Adopt a resolution amending the FY 2027 budget to appropriate funds to the WWTFElectrical System Project (c401405) in the amount of $1,500,000 from Fund 721.

BACKGROUND: In 2018, the Public Works Department initiated a major equipment study to assess the condition and long-term maintenance needs of the regional Wastewater Treatment Facility (WWTF). From 2020–2024, an extensive assessment of the electrical distribution system found nearly all equipment at medium to high risk of failure, including backup generators, cabling, transformers, substations, and motor control centers.

During this period, two arc-flash events occurred, one of which caused failure of the PG&E main service entrance and required temporary diesel generation for a month at a cost exceeding $1 million.

As described in the October 28, 2025 the City) Council agenda report, these studies identified multiple projects and led to conceptual design of the WWTF Energy and Electrical Resiliency Project (Project WEER), which will replace aging infrastructure and improve the facility’s reliability, resiliency, safety, and ability to adapt to future climate-related threats.

At its October 2025 meeting, the City Council authorized staff to utilize the Progressive Design Build (PDB) project delivery method for the Project WEER infrastructure project. Through a two-step procurement process, six teams submitted Statements of Qualifications, and three were shortlisted to submit full proposals.

9.1 Design-Builder teams were evaluated using the criteria established in the procurement documents, including team qualifications, relevant project experience, technical approach, key personnel, project understanding, and price-related components. A summary of the rankings is provided below:

Final Ranking:

Firm Rank Total Score
Royal Electric/Kennedy Jenks Engineers 1 86
Anderson Pacific Construction Engineering/Frish Engineering 2 81 Shimmick Construction/Jacobs 3 76
Based on the results of the evaluation process, the City identified Royal Electric Company/Kennedy Jenks as the highest-ranked proposer to provide best value to the City. The Royal Electric/Kennedy Jenks team submitted a strong proposal, innovative ideas to sequence the project without interrupting operations, and a design and construction schedule that would complete the project 8 months sooner than anticipated.

DISCUSSION: Following the PDB delivery model, services are contracted in discrete phases.

Phase 1 services includes design, preconstruction investigation, cost modelling, risk analysis and early equipment procurement support. Phase 2 is the major construction phase.

Phase 1 services are a critical component of the PDB delivery method and are particularly beneficial for complex wastewater treatment facility projects such as Project WEER. The City's WWTF must remain fully operational throughout planning, design, and construction, so careful evaluation of existing conditions, operational constraints, facility interfaces, and construction sequencing is essential.

During Phase 1, the City and Design-Builder will work collaboratively to advance the Project design, perform field and site investigations, evaluate risks and opportunities, confirm technical requirements, develop cost and schedule information, and provide permitting support. Key activities include:
 Preliminary engineering and utility locating
 Geotechnical and structural investigations
 Process evaluations and constructability reviews
 Cost estimating and schedule development
 Coordination with City operations staff
 Preparation of design deliverables
Phase 1 will also support evaluation of early work and procurement packages to identify cost, schedule, resiliency, or operational benefits. This collaborative approach allows key project decisions to be informed by both design and construction expertise early in the process, reducing uncertainty and identifying cost-effective solutions — ultimately developing a Guaranteed Maximum Price (GMP) and Project schedule for the City's consideration before any decision is made regarding Phase 2 construction services.

9.2 Phase 2 is the construction phase. It will be conditioned on the City's acceptance of a GMP and issuance of a Phase 2 Notice to Proceed. If the City and Design-Builder are unable to reach agreement on the GMP or other required Phase 2 terms, the City may elect not to proceed with Phase 2 under the PDB Agreement and may pursue other procurement alternatives consistent with the Agreement and applicable law.

Authorizing Phase 1 at this time therefore allows the City to advance design, confirm scope, refine cost and schedule assumptions, support funding and environmental documentation, and preserve the City's decision-making flexibility before committing to construction.

City staff, with support from Brown and Caldwell (Owner’s Advisor) and the City Attorney's Office, conducted negotiations with Royal Electric Company to finalize the PDB Agreement.

Negotiations focused on contract terms and conditions, Phase 2 commercial provisions, compensation structure, billing rates, risk allocation, and other contractual requirements necessary to support successful project delivery.

The City believes Royal Electric has the experience and expertise necessary to successfully partner with the City in advancing Project WEER through Phase 1 Design and Preconstruction Services. Royal Electric was also selected based on the value provided to the City, including an anticipated eight (8) months of schedule savings compared to the estimated project schedule.

The negotiated agreement establishes a collaborative framework for project development, maintains appropriate cost controls and oversight, and positions the Project for successful delivery while preserving the City's ability to evaluate and approve a Guaranteed Maximum Price before proceeding to construction.

The GMP process will establish the proposed scope, schedule, risk allocation, and pricing for Phase 2 construction services and will provide the City with the information necessary to determine whether to proceed with construction. The City Council would consider authorization of Phase 2 construction services as a future action following completion of the GMP negotiations.

Project Schedule/Milestones: For Phase 1 services, the Design-Builder will begin advancing the Project through a series of progressive design milestones. Major Phase 1 activities are anticipated to include:
 Completion of an updated Conceptual Design Report in Q2 2027  Submission of a 30 percent design package in Q3 2027
 Early procurement of equipment after completion of 30 percent design*  Submission of a 60 percent design package in Q4 2027
 Following completion of these design milestones, the City and Design-Builder will enter Guaranteed Maximum Price (GMP) negotiations in Q1 2028*  When a GMP is established, Construction would run from 2028-2030 *Asterisk above indicates that Council approval is required to proceed.

Financial: The total cost of the project at completion is estimated to be $92,000,000. This estimate includes cost accrued to date, the design and owner advisor fees, and construction phase

9.3 costs escalated to future dollars. Adopted wastewater utility rates in conjunction with financing are sufficient to fund this project.

Staff are exploring several financing options. At the November 18, 2025 meeting (Reference 2), the City Council authorized staff to apply for the Clean Water State Revolving Loan fund (CWSRF), which offers low interest loans; a CWSRF application will be submitted in 2026. As the plant is a regional treatment facility, the County Sanitation District cost shares on capital projects at a ratio of 8/17 of the total costs.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) DETERMINATION:

CEQA analysis is ongoing. An Initial Study/Mitigated Negative Declaration is being prepared and will be presented to Council for future action in November 2026.

HEALTH IN ALL POLICIES (HiAP): The WWTF Electrical Project is in alignment with the City’s HiAP initiative by supporting Health & Wellness, along with Healthy Environments. The City’s WWTF safeguards public health and environmental health by conveying and treating wastewater for ocean discharge in compliance with all regulatory standards and by augmenting water supply by providing a source for recycled water.

FISCAL IMPACT:

1. The recommendation in this report impacts the General Fund: No

2. This recommendation requires a budget adjustment: Yes

3. The recommendation creates an on-going expenditure commitment: No FISCAL IMPACT DESCRIPTION: The cost of the Project WEER Agreement Phase 1 Services is $5,015,000. With the attached Budget Adjustment, funds will be available in the Wastewater CIP Project (c401405).

Prepared By:

Kevin Crossley, P.E.

Assistant Director/City
Engineer
Submitted By:

Nathan Nguyen, P.E.

Director of Public Works
Approved By:

Matt Huffaker
City Manager
ATTACHMENTS:

1. AGREEMENT.PDF

2. BUDGET ADJUSTMENT.PDF

9.4 This Progressive Design Build Agreement
has been developed in conjunction with
and endorsed by the
Water Design Build Council.

PROGRESSIVE DESIGN-BUILD

AGREEMENT
Document No. 545
© Design-Build Institute of America
Washington, DC
1846660.1 1893947.6 7356.001

9.5 Progressive Design-Build Agreement
This AGREEMENT is made as of the day of in the year
of 20 , by and between the following parties, for services in connection with the Project identified below:

OWNER:
(Name and address)
DESIGN-BUILDER:
(Name and address)
PROJECT:
(Include Project name and location as it will appear in the Contract Documents) In consideration of the mutual covenants and obligations contained herein, Owner and Design-Builder agree as set forth herein.
1846660.1 7356.001 DBIA Document No. 545

Progressive Design-Build Agreement

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Article 1
General

1.1 Duty to Cooperate. Owner and Design-Builder commit at all times to cooperate fully with each other, and proceed on the basis of trust and good faith to permit each party to realize the benefits afforded under this Agreement.

1.2 Definitions. Terms, words and phrases used in this Agreement shall have the meanings given them in DBIA Document No. 535, Standard Form of General Conditions of Contract Between Owner and Design-Builder (2010 Edition) ("General Conditions of Contract").

1.3 Design Services. Design-Builder shall, consistent with applicable state licensing laws, provide design services, including architectural, engineering, and other design professional services required by this Agreement. Such design services shall be provided through qualified, licensed design professionals who are either (i) employed by Design-Builder, or (ii) procured by DesignBuilder from independent sources. Nothing in this Agreement is intended to create any legal or contractual relationship between Owner and any independent design professional.

Article 2
Design-Builder's Services and Responsibilities

2.1 General Services.

2.1.1 Owner has provided Design-Builder with an Owner's Project Criteria report (Exhibit B) describing Owner's program requirements and objectives for the Project as set forth in Exhibit B.

Owner's Project Criteria includes Owner's use, space, price, time, site, performance, and expandability requirements. Owner's Project Criteria also includes conceptual documents, design specifications, design performance specifications, and other technical materials and requirements prepared by or for Owner.

2.1.2 Design-Builder shall review and prepare a written evaluation of the Owner's Project Criteria, including recommendations to Owner for different and innovative approaches to the design and construction of the Project. The parties shall meet to discuss Design-Builder's written evaluation of Owner's Project Criteria and agree upon what revisions, if any, should be made to such criteria.

2.1.3 Design-Builder shall have the sole and exclusive responsibility and liability for the design, construction and performance of the Project, notwithstanding the information contained in the Owner's Project Criteria report, and to ensure compliance with all applicable Governmental Rules, Regulations, and Requirements.

2.1.4 Design-Builder shall supervise, coordinate, and direct the Work using Design-Builder's best skill and attention. Design-Builder shall be solely responsible for, and have control over, the entire design effort, construction means, methods, techniques, sequences, procedures, and the coordination of all portions of the Work.

2.1.5 Design-Builder shall be responsible for inspection of all portions of the Work and to determine that such portions conform to the requirements of the Contract Documents and are ready to receive subsequent Work.

2.1.6 Design-Builder shall take field measurements, verify field conditions, and carefully compare with the Contract Documents such field measurements, conditions, and other

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information known to Design-Builder before commencing the Work. Errors, inconsistencies, or omissions discovered at any time shall be promptly reported in writing to the Owner.

2.1.7 All work performed in connection with this Contract shall be performed in a manner consistent with the standard of care ordinarily exercised by those who provide architectural, engineering, planning and design services for projects of similar size, scope and complexity for water treatment facilities in the United States, and consistent with the standard of care ordinarily exercised by those who specialize in such specialty services. In addition, all work is to be performed within the standard of care for California architects, engineers, planners and designers. Neither review nor approval of Design-Builder’s work by Owner, any employee, any agent/consultant of Owner, or any other person shall in any way relieve Design-Builder from its duty to utilize this standard of care in the performance of its duties. Design-Builder agrees to provide its professional services in a manner that is in the Owner’s economic and governmental best interests, consistent with this standard of care and the Design-Builder’s professional obligations.

2.2 Phased Services.

2.2.1 Phase 1 Services. Design-Builder shall perform the services of design, pricing, and other services for the Project based on Owner's Project Criteria, as may be revised in accordance with Section 2.1 hereof, as set forth in Exhibit C, Scope of Services. Design-Builder shall perform such services to the level of completion required for Design-Builder and Owner to establish the Contract Price for Phase 2, as set forth in Section 2.3 below. The Contract Price for Phase 2 shall be developed during Phase 1 on an “open-book” basis. Design-Builder’s Compensation for Phase 1 Services is set forth in Article 7 herein. The level of completion required for Phase 1 Services is defined in Exhibit C, Scope of Services (either as a percentage of design completion or by defined deliverables).

2.2.2 Phase 2 Services. Design-Builder’s Phase 2 services shall consist of the completion of design services for the Project, the procurement of all materials and equipment for the Project, the performance of construction services for the Project, the start-up, testing, and commissioning of the Project, and the provision of warranty services, all as further described in the Contract Price Amendment. Upon receipt of Design-Builder’s proposed Contract Price for Phase 2, Owner may proceed as set forth in Section 2.3.

2.3 Proposal. Upon completion of the Phase 1 Services and any other Basis of Design Documents upon which the parties may agree, Design-Builder shall submit a proposal to Owner (the "Proposal") for the completion of the design and construction for the Project for the Contract Price, which may be based on Lump Sum or Design-Builder’s Fee and Cost of the Work with an option for a Guaranteed Maximum Price (GMP). Owner's acceptance of the Proposal and execution of the Contract Price Amendment are conditioned upon Design-Builder's compliance with Section 12.1.4 hereof.

2.3.1 The Proposal shall include the following, unless the parties mutually agree otherwise:

2.3.1.1 The Contract Price that may be based on a Lump Sum or Design-Builder’s Fee and Cost of the Work, with an option for a GMP, which shall be the sum of:
i. Design-Builder’s Fee as defined in Section 7.3.1 hereof; ii. The estimated Cost of the Work as defined in Section 7.4 hereof, inclusive of any Design-Builder’s Contingency as defined in Section 7.7.2 hereof; iii. If applicable, any prices established under Section 7.1.3 hereof; and iv. Any additional costs as set forth or reference in the exhibits attached hereto, including, but not limited to, Exhibit C- Phase 1 Scope of Services, Task 11:

Guaranteed Maximum Price (GMP) Development, and Exhibit E- Supporting Price Information.

2.3.1.2 The Basis of Design Documents, which may include, by way of example, Owner’s

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Project Criteria, which are set forth in detail and in Exhibit B;

2.3.1.3 A list of the assumptions and clarifications made by Design-Builder in the preparation of the Proposal, which list is intended to supplement the information contained in the drawings and specifications and is specifically included as part of the Basis of Design Documents;

2.3.1.4 The Scheduled Substantial Completion Date upon which the Proposal is based, to the extent said date has not already been established under Section 6.2.1 hereof, and a schedule upon which the Scheduled Substantial Completion Date is based and a Project Schedule for the Work;

2.3.1.5 If applicable, a list of Allowance Items, Allowance Values, and a statement of their basis;

2.3.1.6 If applicable, a schedule of alternate prices;

2.3.1.7 If applicable, a schedule of unit prices;

2.3.1.8 If applicable, a statement of Additional Services which may be performed but which are not included in the Proposal, and which, if performed, shall be the basis for an increase in the Contract Price and/or Contract Time(s);

2.3.1.9 If applicable, a Savings provision;

2.3.1.10 The time limit for acceptance of the Proposal; and

2.3.1.11 An Owner’s permit list (Exhibit D), a list detailing the permits and governmental approvals that Owner will bear responsibility to obtain.

2.3.2 Review and Adjustment to Proposal.

2.3.2.1 After submission of the Proposal, Design-Builder and Owner shall meet to discuss and review the Proposal. If Owner has any comments regarding the Proposal, or finds any inconsistencies or inaccuracies in the information presented, it shall promptly give written notice to Design-Builder of such comments or findings. If appropriate, Design-Builder shall, upon receipt of Owner’s notice, make appropriate adjustments to the Proposal.

2.3.2.2 Acceptance of Proposal. If Owner accepts the Proposal, as may be amended by Design-Builder, the Contract Price and its basis shall be set forth in an amendment to this Agreement, when mutually agreed between the parties (Contract Price Amendment). Once the parties have agreed upon the Contract Price and Owner has issued a Notice to Proceed with Phase 2, Design-Builder shall perform the Phase 2 Services, all as further described in the Contract Price Amendment, as it may be revised.

2.3.2.3 Failure to Accept the Proposal. If Owner rejects the Proposal, or fails to notify Design-Builder in writing on or before the date specified in the Proposal that it accepts the Proposal, the Proposal shall be deemed withdrawn and of no effect. In such event, Owner and Design-Builder shall meet and confer as to how the Project will proceed, with Owner having the following options:
i. Owner may suggest modifications to the Proposal, whereupon, if such modifications are accepted in writing by Design-Builder, the Proposal shall be deemed accepted and the parties shall proceed in accordance with Section 2.3.2.2 above;

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ii. Owner may authorize Design-Builder to continue to proceed with the Work on the basis of reimbursement as provided in Section 7.1.2 hereof without a Contract Price, in which case all references in this Agreement to the Contract Price shall not be applicable; or
iii. Owner may terminate this Agreement for convenience in accordance with Article 9 hereof
If Owner fails to exercise any of the above options, Design-Builder shall have the right to (a) continue with the Work as if Owner had elected to proceed in accordance with Item

2.3.2.3 ii. above, and be paid by Owner accordingly, unless and until Owner notifies it in writing to stop the Work, (b) suspend performance of Work in accordance with Section 11.1 of the General Conditions of Contract, or (c) may give written notice to Owner that it considers this Agreement completed. If Owner fails to exercise any of the options under Section 2.3.2.3 within ten (10) days of receipt of Design-Builder’s notice, then this Agreement shall be deemed completed. If Owner terminates the relationship with DesignBuilder under Section 2.3.2.3 iii), or if this Agreement is deemed completed under this paragraph, then Design-Builder shall have no further liability or obligations to Owner under this Agreement.

Article 3
Contract Documents

3.1 The Contract Documents are comprised of the following:

3.1.1 Applicable Laws and Regulations

3.1.2 Permits

3.1.3 Properly Executed Change Orders / GMP revisions (more recent controlling)

3.1.4 GMP and Task Orders

3.1.5 Executed Progressive Design-Build Agreement (DBIA Document No. 545), including Exhibits

3.1.6 General Conditions (DBIA Document No. 535)

3.1.7 Technical Specifications

3.1.8 Basis of Design documents

3.1.9 Project Plans/Drawings (detailed plans having greater precedence)

3.1.10 Design-Builder’s Technical Proposal / Fee Proposal:

Article 4
Interpretation and Intent

4.1 Design-Builder and Owner, at the time of acceptance of the Proposal by Owner in accordance with Section 2.3 hereof, shall carefully review all the Contract Documents, including the various documents comprising the Basis of Design Documents for any conflicts or ambiguities. DesignBuilder and Owner will discuss and resolve any identified conflicts or ambiguities prior to execution

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of the Agreement, or if applicable, prior to Owner’s acceptance of the Proposal.

4.2 The Contract Documents are intended to permit the parties to complete the Work and all obligations required by the Contract Documents within the Contract Time(s) for the Contract Price. The Contract Documents are intended to be complementary and interpreted in harmony so as to avoid conflict, with words and phrases interpreted in a manner consistent with construction and design industry standards. In the event inconsistencies, conflicts, or ambiguities between or among the Contract Documents are discovered after Owner’s acceptance of the Proposal, Design-Builder and Owner shall attempt to resolve any ambiguity, conflict, or inconsistency informally, recognizing that the Contract Documents shall take precedence in the order in which they are listed in Section 3.1 hereof.

In case of a conflict within a part of a Contract Document, the provision with the more restrictive/most stringent interpretation shall govern.

4.3 Terms, words, and phrases used in the Contract Documents, including this Agreement, shall have the meanings given them in the General Conditions of Contract.

4.4 If Owner’s Project Criteria contain design specifications: (a) Design-Builder is entitled to reasonably rely on the accuracy of the information represented in the design specifications and their compatibility with other information set forth in Owner’s Project Criteria, including any design performance specifications; and (b) Design-Builder shall be entitled to an adjustment in its Contract Price and/or Contract Time(s) to the extent Design-Builder’s cost and/or time of performance have been adversely impacted by such inaccurate design specification.

4.5 The Contract Documents form the entire agreement between Owner and Design-Builder and by incorporation herein are as fully binding on the parties as if repeated herein. No oral representations or other agreements have been made by the parties except as specifically stated in the Contract Documents.

Article 5
Ownership of Work Product

5.1 Ownership. All Work Products originated and prepared by Design-Builder or its sub- contractors of any tier under this Contract shall, upon Design-Builder’s receipt of payment for such Work Product, be and remain the property of Owner for its use in any manner it deems appropriate; provided, however, that any use unintended under the Contract, or modification or alteration of the Work Products without the direct involvement of the Design-Builder shall be without Liability to Design- /Builder. Work Products are all works, tangible or not, created under this Contract for Owner including, without limitation, documents, material, data, reports, manuals, specifications, artwork, drawings, sketches, computer programs and databases, schematics, photographs, video and audiovisual recordings, sound recordings, marks, logos, graphic designs, notes, websites, domain names, inventions, processes, formulas, matters and combinations thereof, and all forms of intellectual property therein. To the extent applicable under the U.S. Copyright Act, all works created by Design-Builder under this Contract are work-made-for-hire created for the sole benefit and ownership of Owner. Owner hereby grants to Design-Builder a license, revocable at will of Owner, to use and copy such documents during the term of this Contract for the sole purpose of performing the Services. All copies of tangible materials or writings embodying such intellectual properties shall be turned over to Owner upon termination of this Contract or completion of work pursuant to this Contract. Design-Builder hereby assigns, and agrees to assign to Owner, all goodwill, copyrights and trademarks in all Work Products originated and prepared by Design-Builder under this Contract.

Design-Builder further agrees to execute any documents necessary for Owner to perfect, memorialize, or record Owner’s ownership of rights provided herein. This paragraph shall survive expiration or termination of this Contract.

5.2 Obligations on Subcontractor. Any sub-contract entered into by Design-Builder relating to this Contract, to the extent allowed hereunder, shall include a like provision (on Owner’s ownership in Work Products) for work to be performed under this Contract to Contractually bind or otherwise

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oblige its subcontractor performing work under this Contract such that Owner’s ownership rights of all Work Products are preserved and protected as intended herein. Failure of Design-Builder to comply with this requirement or to obtain the compliance of its subcontractor with such obligations shall subject Design-Builder to all remedies allowed under law and termination of this Contract.

5.3 Use of Work Products and Trade Secrets by Third Parties. Design-Builder shall not make available, provide or disclose any Work Product to any third party without prior written consent of Owner. Design-Builder further agrees that it will not disclose nor cause others to disclose any of Owner’s trade secrets or other potentially patentable matters including inventions, discoveries, improvements, and methods, developed during the performance of this Contract. Design-Builder shall be liable for any loss of patentable rights as a result of such disclosure whether such disclosure is inadvertent or not.

5.4 No Transfer of Pre-Existing Intellectual Property. Nothing herein may be construed to transfer to Owner any ownership, interest or right in any of the Design-Builder’s intellectual property, trade secrets or know-how that is pre-existing before commencement of this Contract, or that is derived independent of Design-Builder’s performance of this Contract.

5.5 Non-Infringement Warranty. Design-Builder hereby represents and warrants that performance of all obligations under this Contract does not infringe in any way, directly or contributorily, upon any third party’s intellectual property rights, including, without limitation, patents, copyrights, trademarks, trade secrets, right of publicity and proprietary information. This section shall survive expiration or termination of this Contract.

5.6 In Design-Builder’s defense of the Owner Defendants, negotiation, compromise, and settlement of any such infringement Action, the Owner shall retain discretion in and control of the litigation, negotiation, compromise, settlement, and appeals therefrom, as required by the Santa Cruz City Charter.

5.7 Where any Work Product furnished by Design-Builder is in a form of software of firmware (“Vehicle”), and if any part of the such Vehicle (a) becomes the subject of an Action, (b) is adjudicated as infringing a third party’s Intellectual Property right, or (c) has its use enjoined or license terminated; Design-Builder shall, with the Owner’s consent, do one of the following immediately. Design-Builder shall at its expense either:

1. Procure for the Owner the right to continue using said part of the Vehicle; OR

2. Replace the Vehicle with a functionally equivalent, non-infringing product.

Exercise of any of the above-mentioned options shall not cause undue business interruption to the Owner or diminish the intended benefits and use of the Work Product by the Owner under the specifications herein.

5.8 Rights and remedies available to the Owner hereinabove shall survive the expiration or other termination of this Contract. Further, the rights and remedies are cumulative of those provided for elsewhere in this Contract and those allowed under the laws of the United States, the State of California, and the City of Santa Cruz. This Paragraph shall survive the expiration or other termination of this Contract.

5.9 Unless expressly stated otherwise, for all pre-existing third-party and Design-Builder’s intellectual property (if any), including software, required to operate or use any Work Product delivered by Design-Builder, Design-Builder hereby grants and will cause others to grant Owner (including its agents and consultants) an irrevocable license to use such pre-exiting intellectual property internally by Owner (including its agents and consultants).

5.10 If Owner fails to enter into a contract on this Project with Design-Builder to complete the design and construction of the Project and Owner proceeds to design and construct the Project through its employees, agents or third parties. Design responsibility shall be limited to its portion of the work

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but not for work completed by others.

Article 6
Contract Time

6.1 Date of Commencement. The Phase 1 Services shall commence within five (5) days of DesignBuilder’s receipt of Owner’s Notice to Proceed unless the parties mutually agree otherwise in writing.

The Work shall commence within five (5) days of Design-Builder’s receipt of Owner’s Notice to Proceed for Phase 2 Services (“Date of Commencement”) if the Proposal is accepted and the Contract Price Amendment is amended to this Agreement unless the parties mutually agree otherwise in writing.

6.2 Substantial Completion and Final Completion.

6.2.1 Target Date for Substantial Completion. The parties' current target date for Substantial Completion of the entire Work is June 17, 2030. The parties acknowledge that this date is based on the Project schedule available prior to completion of the design and establishment of the Contract Price, and shall confirm or adjust it during development of the GMP under Exhibit C, Phase 1 Scope of Services, Task 11, with the confirmed date to be set forth in the Contract Price Amendment (the "Scheduled Substantial Completion Date"). The target date shall be carried into the Contract Price Amendment without change unless Design-Builder demonstrates, and Owner agrees in writing, that an adjustment is warranted on a basis that would entitle Design-Builder to an adjustment of the Contract Time(s) under the Contract Documents. Unless and until the date is confirmed in the Contract Price Amendment, the target date set forth in this Section 6.2.1 (i) does not constitute a Contract Time, a Scheduled Date, or an LD Date, (ii) is not subject to Section 6.3 or Section 6.4, and (iii) shall not serve as the basis for any claim, back-charge, or assessment of Liquidated Damages.

6.2.2 Interim Milestones. Interim milestones and/or Substantial Completion of identified portions of the Work shall be achieved as follows:

6.2.2.1 Design-Builder shall achieve the following design milestones, which are derived from the Project schedule set forth in Design-Builder's Proposal dated __________:
(a) 30% Design Submittal: July 23, 2027
(b) 60% Design Submittal: November 1, 2027

6.2.2.2 Additional interim milestones, including any Milestone Completion Dates, utility Interruption Constraints, and shutdown constraints referenced in Section 6.4.1, are set forth in Exhibit J (Preliminary Project Schedule and Schedule Milestones), which is incorporated into and made a part of the Contract Documents. The interim milestones set forth in Exhibit J shall be developed during Phase 1, reviewed in connection with the Proposal, and confirmed or adjusted in the Contract Price Amendment.

6.2.2.3 The dates set forth in Section 6.2.2.1 are predicated on Owner's issuance of the Notice to Proceed for Phase 1 Services on or before __________. If the Notice to Proceed is issued after that date, the dates set forth in Section 6.2.2.1 shall be extended day-for-day, and shall otherwise remain subject to adjustment under Section 6.2.4 and the General Conditions of Contract.

6.2.2.4 Notwithstanding Sections 6.3, 6.4, and 6.4.1, no Liquidated Damages shall accrue or be assessed with respect to the milestones identified in Section 6.2.2.1. Liquidated Damages shall be assessed only with respect to those events for which a specific rate is expressly stated in Section 6.4.3.

6.2.2.5 Exhibit J sets forth the Project Schedule, the Milestone Completion Dates, the utility Interruption Constraints, and the shutdown constraints applicable to the Work. Except for the milestones identified in Section 6.2.2.1, the contents of Exhibit J shall be developed

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during Phase 1 and confirmed or adjusted in the Contract Price Amendment.

Notwithstanding Section 4.2, in the event of any inconsistency or conflict between Exhibit J and Section 6.2.2.1, Section 6.2.2.1 shall govern.

6.2.3 Final Completion of the Work or identified portions of the Work shall be achieved as expeditiously as reasonably practicable. Final Completion is the date when all Work is complete pursuant to the definition of Final Completion set forth in Section 1.2.16 of the General Conditions of Contract.

6.2.4 Target Date for Final Acceptance. Based on the Project schedule set forth in DesignBuilder's Proposal, the parties' current target date for Final Acceptance of the Work is October 24, 2030. The parties acknowledge that this date is a planning target established before completion of the design and establishment of the Contract Price. The parties shall confirm or adjust the Final Acceptance date during development of the GMP under Exhibit C, Phase 1 Scope of Services, Task 11 (Guaranteed Maximum Price (GMP) Development), and the confirmed date shall be set forth in the Contract Price Amendment. Unless and until the date is confirmed in the Contract Price Amendment, the target date set forth in this Section 6.2.4 (i) does not constitute a Contract Time, a Scheduled Date, or an LD Date, (ii) is not subject to Section 6.3 or Section 6.4, and (iii) shall not serve as the basis for any claim, back-charge, or assessment of Liquidated Damages.

6.2.5 All of the dates set forth in this Article 6 (“Contract Time(s)”) shall be subject to adjustment in accordance with the General Conditions of Contract.

6.3 Time is of the Essence. Owner and Design-Builder mutually agree that time is of the essence with respect to the dates and times set forth in the Contract Documents.

6.4 Liquidated Damages. Design-Builder understands that if Substantial Completion and/or Final Completion is not attained by the Scheduled Dates, Owner will suffer damages which are difficult to determine and accurately specify. Design-Builder agrees that if Substantial Completion and/or Final Completion is not attained by the Scheduled Dates (the “LD Dates”), Design-Builder shall pay Owner as liquidated damages for each day that Substantial Completion and/or Final Completion extends beyond the LD Dates.

6.4.1 Interim Milestones. In addition to the Substantial and Final Completion dates, the DesignBuilder understands and agrees that achieving and adhering to Milestone Completion Dates inclusive of utility Interruption Constraints and Effluent violations, are of the essence, and the Owner shall assess Liquidated Damages, as it is and will be impractical and extremely difficult to ascertain the actual damages which the Owner will sustain in the event of and by reason of such delay.

Liquidated Damages will be assessed for each missed milestone and in the amounts listed in this section, and thus may be cumulative. Owner shall have the right to deduct said Liquidated Damages from any amount due or that may become due the Design-Builder, or to collect such Liquidated Damages from the Design-Builder, its Guarantor, or its surety. These Liquidated Damages shall not be construed as a penalty. Design-Builder agrees that any progress payment made after the milestone, or Substantial Completion or Final Completion, shall not constitute a waiver of Liquidated Damages.

6.4.2 Key Firms and Key Personnel.

6.4.2.1 Personnel Requirements. The Design-Builder shall enforce discipline and good order at all times among the Design-Builder’s employees and all Subcontractors. The Design-Builder shall employ or engage and compensate engineers and other consultants to perform all engineering and other services required for the Design-Build Work. All firms and personnel performing DesignBuild Work, including Subcontractor firms and personnel, shall meet the licensing and certification requirements imposed by the Contract and applicable law. Only competent workers shall be employed on the Work, and all persons engaged by the Design-Builder for Design-Build Work shall have requisite skills for the tasks

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assigned. Any person employed who is found to be incompetent, intemperate, troublesome, disorderly, or otherwise objectionable, or who fails or refuses to perform work properly and acceptably, shall immediately be removed from the Work by the Design-Builder and will not be re-employed on the Work.

6.4.2.2 Design-Builder Construction Superintendent. The Design-Builder shall designate an employee of the Design-Builder, any affiliate of the Design-Builder, or the Design-Builder’s Construction Subcontractor or construction manager (the “Design-Builder Construction Superintendent”), who shall be present on the Project site with any necessary assistants on a full-time basis when the Design-Builder or any Subcontractor is performing the Design-Build Work. The Design-Builder Construction Superintendent shall, among other things:
• Be familiar with the Design-Build Work and all requirements of this Contract;
• Coordinate the Design-Build Work and give the Design-Build Work regular and careful attention and supervision;
• Maintain a daily status log of the Design-Build Work; and • Attend all monthly construction progress meetings with Owner and Owner Engineer.

The Design-Builder may not change the person assigned as Design-Builder Construction Superintendent, subject to the provisions of of this Section.

6.4.2.3 Owner Rights with Respert to Key Personnel. The Design-Builder acknowledges that the identity of the key management and supervisory personnel proposed by the Design-Builder and its Subcontractors in its proposal submitted in response to the RFP was a material factor in the selection of the Design-Builder to perform this Contract. Such personnel and their affiliations are set forth in . The Design-Builder was selected in part on the basis of the qualifications of the Key Personnel submitted by the Design-Builder as part of the Design-Builder selection process. Continuity and familiarity of the DesignBuilder's Key Personnel is considered to be an important factor for the successful completion of the Work. Therefore, the Design-Builder is required to retain Key Personnel through the date of Acceptance. Design-Builder shall make all Key Personnel available to the full extent required for the successful completion of this project, and to the reasonable satisfaction of Owner.

The positions, or their equivalent, as set forth in ,
are hereby designated as Key Personnel under this agreement:
• Project Manager
• Construction Manager
• Design Manager
• Electrical Design Lead
• Construction Superintendent
• Design-Build Coordinator
• Permitting Specialist
• QA/QC Manager
• Safety Manager
• Startup/Operations Specialist
Subject to the exceptions set forth herein, if a Design-Builder employee categorized as Key Personnel leaves or is no longer able to perform the duties of a Key Personnel for the Project, or if Design-Builder removes Key Personnel from the Project, prior to receiving Owner written permission, which shall not be unreasonable withheld, Owner shall issue a deductive change order for $75,000 per occurrence. The aggregate total for all deductive change orders associated with

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revisions to the Design-Builder Key Personnel staffing plan shall not exceed $400,000.No deductive change order shall be issued if: (i) a member of the DesignBuilder's staff either resigns, is terminated, or becomes physically or mentally incapable of performing the duties expected by Owner, (ii) any of the Key Personnel becomes unavailable for reasons beyond the control of the Design-Builder, or (iii) Owner determines that the situation for the departure of a Key Personnel is sufficiently extenuating or justified. Furthermore, Owner shall have the right to request removal of any Project personnel by providing timely and written notice to the Design-Builder. Should the services of any Key Personnel become no longer available for any reason, the Design-Builder shall submit résumés for replacement of Key Personnel to Owner for approval as soon as possible, but in no event later than seven (7) calendar days after the departure of the incumbent key person. The Design-Builder shall provide the Owner with complete information on each replacement, including a current resume, and Owner shall have the opportunity to interview prior to approving any such replacement.

6.4.3 Amount for Liquidated Damages. The following Liquidated Damages shall apply to this Contract:
• Substantial Completion: $11,260 / Day
• Final Completion: $3,830 / Day
• Utility Interruption: $32,000 / Day
• Effluent Violation: $2.00 / Gallon
Article 7
Contract Price

7.1 Contract Price.

7.1.1 Owner shall pay Design-Builder a Preliminary Services Fee, the sum to be determined by the Parties in Phase 1,for the Phase 1 Services, as more fully defined in the Contract Documents and Exhibit C of this Agreement, subject to adjustments made in accordance with the General Conditions of Contract. Unless otherwise provided in the Contract Documents, the Phase 1 Services compensation is deemed to include all sales, use, consumer and other taxes mandated by applicable Legal Requirements.

7.1.2 For Phase 2 Services, Owner shall pay Design-Builder in accordance with Article 6 of the General Conditions of Contract a contract price (“Contract Price”) equal to the Lump Sum amount set forth in Section 7.2 hereof or in the Contract Price Amendment, or equal to the Design-Builder’s Fee (as defined in Section 7.3 hereof) plus the Cost of the Work (as defined in Section 7.4 hereof), subject to any GMP established in Section 7.7 hereof or as set forth in the Contract Price Amendment and any adjustments made in accordance with the General Conditions of Contract.

7.1.3 For the specific Work set forth below, Owner agrees to pay Design-Builder, as part of the Contract Price, on the following basis:

7.2 Lump Sum. Owner shall pay Design-Builder in accordance with Article 6 of the General Conditions of Contract the sum of Dollars ($ )
(“Contract Price”) for the Work for Phase 2 Services, subject to adjustments made in accordance with the General Conditions of Contract. Unless otherwise provided in the Contract Documents, the Contract Price is deemed to include all sales, use, consumer and other taxes mandated by applicable Legal Requirements.

7.3 Design-Builder’s Fee.

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7.3.1 Design-Builder's Fee for Phase 2 Services shall be comprised of the following percentages, calculated on the bases set forth in Exhibits M and N. The fees set forth in this Section 7.3 apply to the Cost of the Work as established in the Proposal and the Contract Price Amendment, and do not apply to changed Work, which is compensated exclusively in accordance with Section 7.5.

7.3.1.1 General Conditions Fee of 11% applied to the Phase 2 Cost of Work, as further defined in the Contract Documents and Exhibit M. The General Conditions Fee is Design-Builder's sole and exclusive compensation for General Conditions Costs, and Design-Build Costs shall not include any General Conditions Costs.

7.3.1.2 Design-Builder Self Performance Fee of 15% applied to approved DesignBuild Costs (other than insurance, sales taxes, and bonds) for Design-Build Work self-performed by Design-Builder, as further defined in the Contract Documents and Exhibit N.

7.3.1.3 Design-Builder Subcontract Fee of 5% applied to approved Design-Build Costs (other than insurance, sales taxes, and bonds) for Design-Build Work subcontracted by Design-Builder, as further defined in the Contract Documents and Exhibit N.

7.3.2 Application of Fees.

7.3.2.1 One Fee Per Dollar. Each dollar of Design-Build Costs shall bear either the Design-Builder Self Performance Fee or the Design-Builder Subcontract Fee, and shall not bear both. The DesignBuilder Self Performance Fee applies only to Design-Build Costs for Work actually self-performed by Design-Builder using its own employees. The Design-Builder Subcontract Fee applies to all Design-Build Costs that are not so self-performed.

7.3.2.2 Materials and Equipment Treated as Subcontracted. All materials, equipment, supplies, fabricated items, and manufactured products purchased, procured, leased, or rented for the Project constitute subcontracted Work and shall bear the Design-Builder Subcontract Fee only. This Section applies without regard to (a) whether the item is procured through a Subcontractor or directly by Design-Builder; (b) whether the procurement is documented as a subcontract, purchase order, master supply agreement, lease, rental agreement, or otherwise; (c) the tier at which the procurement occurs; or (d) whether the vendor, manufacturer, supplier, fabricator, distributor, or lessor is a third party, an Affiliate of Design-Builder, or a DB Member. No Design-Builder Self Performance Fee shall be applied to any such cost. Costs described in Section 7.4.2.2 (Direct Costs – Materials and Equipment) and rental charges described in Section 7.4.2.3 are subject to this Section.

7.3.2.3 Installation Distinguished. Where Design-Builder self-performs the installation of materials or equipment with its own employees, the labor cost of that installation, determined in accordance with Section 7.4.2.1, shall bear the Design-Builder Self Performance Fee, and the cost of the materials and equipment installed shall bear the Design-Builder Subcontract Fee in accordance with Section 7.3.2.2. Design-Builder shall segregate installation labor from materials and equipment cost in every Application for Payment and pricing submission.

7.3.2.4 Early and Long-Lead Procurement. Materials and equipment procured under an Early Work Package or as long-lead procurement are Phase 2 Work regardless of when ordered, and shall bear the Design-Builder Subcontract Fee once and only once. No additional fee of any kind shall be applied upon delivery of such materials or equipment, upon their incorporation into the Work, or upon the assignment, novation, or assumption of the related purchase order or subcontract.

7.3.2.5 Exclusions from the Fee Base. Consistent with Exhibit N, no fee under Section 7.3 shall be applied to insurance, sales or use taxes, or bonds.

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7.3.2.6 Lower-Tier Markup Limitation. No Subcontractor, supplier, consultant, or other party of any tier shall mark up a lower-tier subcontractor, supplier, consultant, vendor, or third party by more than five percent (5%). No such markup shall be applied to any amount that itself includes a markup, fee, overhead, profit, or contingency. Any amount in excess of the limitations of this Section is not a Cost of the Work and shall not be included in the Contract Price.

7.3.2.7 Substantiation. Every Application for Payment, Proposal, GMP submission, and change order pricing submission shall segregate self-performed Design-Build Costs from subcontracted Design-Build Costs, identify materials and equipment separately from installation labor, and state the fee applied to each category and the base upon which it was calculated. Owner may withhold approval of any submission that does not permit Owner to verify compliance with this Section 7.3.2.

7.4 Cost Reimbursable/Time and Material Work.

7.4.1 The term Cost of the Work shall mean costs reasonably and actually incurred by DesignBuilder in the proper performance of the Work.

7.4.2 The Cost Reimbursable/Time and Material work shall include:

7.4.2.1 Direct Costs — Labor
i. Labor costs include actual paid wages of field construction workers (including necessary overtime as approved by Owner) incurred for the Work. Wages paid must meet the hourly rates requirements established by regulation. Labor is to include up to working general foremen, who are directly assigned to the changed/extra work. Employees identified as superintendents or are nonworking general foreman shall not be charged as labor on changed/extra work.

Labor costs for equipment operators and helpers shall be reported only when such costs are not included in the invoice for equipment rental. ii. Design-Builder personnel stationed at the Design-Builder's home or branch office shall not be charged to the Cost of Work without the prior written approval of Owner. All non-field office based Design-Builder support personnel who will provide service and advice from time-to-time throughout the Contract will be considered to be covered by the Fee portion of the GMP total and markup portion of changes, unless there is prior written approval by Owner. iii. Design Professional staff (Architects and Engineers) directly involved in developing the design and construction documents and approved by Owner may be charged to the Cost of the Work.
iv. Labor costs include costs paid or incurred by the Design-Builder for payroll taxes, insurance, contributions, assessments and benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations, and pensions, provided such costs are based on wages and salaries included in the cost of work. Copies of certified payrolls may be required by Owner.

7.4.2.2 Direct Costs - Materials and Equipment

7.4.2.2.1 Actual costs, including transportation of materials and equipment incorporated or to be incorporated into the construction. Owner has the right to confirm that costs submitted do not exceed fair market value and pay only fair market value if costs submitted are not reasonable. Unused excess materials, if any, shall be handed over to Owner at the completion of the Work. Owner shall not

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pay for unreasonable quantities of excess materials. No payment will be made for materials and equipment not incorporated in the Work, unless specifically authorized by Owner.

7.4.2.2.2 Actual costs, including transportation, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment, and hand tools not customarily owned by the construction workers, which are provided by the Design-Builder at the Project Site. Owner has the right to confirm that costs submitted do not exceed fair market value and pay only fair market value if costs submitted are not reasonable. Items not fully consumed during the performance of the Work shall be returned to Owner, unless directed otherwise.

7.4.2.3 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by the construction workers, which are provided by the Design-Builder at the Project Site, whether rented from the Design-Builder or others, and costs of transportation. Installation, minor repairs and replacements, dismantling and removal thereof. Provisions regarding rental of the Design-Builder's equipment or equipment rented from third parties are as outlined in the following paragraphs:

7.4.2.3.1 Proposed rental rates and related fair market values for Design-Builderowned (affiliate owned, subsidiary owned or related party owned) equipment with a rental rate of more than $1,000.00 (total) over the estimated term of the rental and/or rental period over 12 months shall not exceed 80% of the Rental Blue Book, and shall be submitted to and approved in advance and in writing by Owner. Owner may request that this rental approval request include the current hours or mileage reading from the equipment, the projected usage of each piece of equipment and purchase price of that equipment new. With this information, the Design-Builder may also be requested to perform a lease versus purchase analysis before a decision is made by Owner. The rental rates are subject to audit and adjustment by Owner.

7.4.2.3.2 Rental charges for equipment which is not owned by Design-Builder or any of its affiliates, subsidiaries, or other related parties and is rented from third parties for use in proper completion of the Work will be reimbursed at actual costs as long as the rental rates do not exceed those prevailing in the Santa Cruz County area. For equipment with a rental rate of more than one thousand dollars ($1,000.00) (total) over the estimated term of the rental and/or over twelve months (12), the Design-Builder may be requested to provide documentation (a lease vs. purchase analysis) to justify the reason for renting the equipment rather than purchasing it. Any lease/purchase arrangements must have advance concurrence from Owner before entering into such an arrangement and/or charging lease/purchase rental charges as a reimbursable job cost.

7.4.2.3.3 All costs incurred for minor maintenance and repairs shall be reimbursed at actual costs. Such costs include routine and preventative maintenance, minor repairs and other incidental costs. Repairs and/or replacement of a capital nature are considered to be covered by the rental rates. Major repairs and overhauls are not considered routine and the cost of such repairs shall not be reimbursable under the Contract.

7.4.2.3.4 Rental equipment shall be paid for on an hourly, daily, weekly, monthly or standby rate (or some combination) whichever arrangement is in Owner's best interest. Owner may agree to establish a Fair Market Rate for Design-Builder items in lieu of actual cost. Such agreements to use a Fair Market Rate must be approved in advance by Owner.

7.4.2.3.5 All losses resulting from lost, damaged or stolen tools and equipment

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(including rental equipment) shall be the sole responsibility of the Design-Builder, and the cost of such losses shall not be reimbursable under the Contract.

7.4.2.3.6 The Design-Builder shall maintain a detailed inventory for all equipment worth one thousand dollars ($1,000.00) or more when put into service on this Contract. This inventory shall be submitted to Owner upon request. For each nonrental piece of equipment, the inventory should contain: original purchase price or acquisition cost, acquisition date, mileage or hour reading at acquisition and disposition, and final disposition. At the completion of the Contract, the DesignBuilder shall transfer possession of any remaining job-owned equipment to Owner.

Or, at Owner's option, the Design-Builder may keep any such equipment for an appropriate credit to job cost, which will be mutually agreed to by Owner and the Design-Builder.

7.4.2.3.7 Normal and reasonable cost to set up the field office during PreConstruction. However for changes this on-going cost is included in the markup for overhead on Change Orders.

7.4.2.4 Other Miscellaneous Reimbursable Costs may include:

7.4.2.4.1 That portion directly attributable to this Contract of premiums for required insurance and bonds. All premiums for any insurance and bonds required by the Contract shall reflect the net actual costs to the Design-Builder after taking into consideration cost adjustments due to experience modifiers, premium discounts, policy dividends, retrospective rating plan premium adjustments, assigned risk pool rebates, refunds, etc.

7.4.2.4.2 Sales or similar taxes imposed by a governmental authority, which are related to the Work and the Design-Builder's Responsibility.

7.4.2.4.3 Fees and assessments for permits, licenses and inspections which the Design-Builder is required to pay according to the Contract.

7.4.2.4.4 Fees for testing laboratories for tests required by the Contract to be performed by or on behalf of the Design-Builder.

7.4.2.4.5 Other necessary and reasonable costs incurred in the performance of the Work if and only to the extent Design-Builder has obtained prior written approval from Owner.

7.4.2.4.6 Cash discounts obtained on payments made by the Design-Builder shall accrue to Owner and shall be credited as a deduction from the Cost of the Work.

Reasonable travel and subsistence expenses of Design-Builder personnel incurred while traveling on Work-related duties. No travel expenses will be reimbursed to Design-Builder's representatives unless Contract related travel required them to travel to a destination more than 200 miles from the Project.

Any travel involving airfare requires advance approval from Owner. Travel expenses shall not exceed Owner travel policies.

7.4.2.5 Costs Not To Be Reimbursed include (and are not limited to):

7.4.2.5.1 Design-Builder's capital expenses, including interest on the DesignBuilder's capital employed for the Work.

7.4.2.5.2 Except as noted previously, costs due to the fault or negligence of the Design-Builder's, subcontractors, anyone directly or indirectly employed by any of them, or for whose acts any of them may be liable, including but not limited to costs

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for the correction of damaged, defective or nonconforming work, disposal and replacement of materials and equipment incorrectly ordered or supplied and making good damage to property not forming part of the Work. Owner may consider reimbursement for the cost of work-in-place damaged by others when the DesignBuilder cannot determine who caused the damage provided the Design-Builder took adequate measures to protect the work and determine who damaged the work.

The Design-Builder is required in such cases to fully and convincingly document its efforts to determine the responsibility for and cost of the damage before requesting consideration from Owner to use the Contingency. Design-Builder shall immediately commence with the repair of such damaged work without waiting for and regardless of any Owner approval to use Contingency.

7.4.2.5.3 Any liquidated damages, fines, judgments or similar expenses incurred by the Design-Builder.

7.4.2.5.4 Any Warranty issues or call backs.

7.4.2.5.5 Compensation for Design-Builder's personnel stationed at DesignBuilder's principal or branch offices, except as provided for in Sections above.

7.4.2.5.6 Overhead and general expenses, except as provided for in Section above hereof, or which may be recoverable for changes to the Work.

7.4.2.5.7 If the parties have agreed on a Guaranteed Maximum Price, costs that would cause the Guaranteed Maximum Price, as adjusted in accordance with the Contract Documents, to be exceeded.

7.4.2.5.8 Overtime wages paid to salaried personnel shall not be paid by Owner.

7.4.2.5.9 Employees identified as superintendents or are non-working general foremen shall not be charged as labor on changed/extra work.

7.4.2.6 Pricing of Owner-Approved Allowance Work

7.4.2.6.1 All price estimates, and for scopes of work requested by Owner for each allowance item of work, shall be provided to and approved by Owner prior to the Design-Builder being paid for the work. The Design-Builder shall provide price quotes within twenty-one (21) days of receipt of request by Owner. Similar to all other CCR's, a mutually agreeable extension depending on complexity and other pricing work load, may be allowable.

7.4.2.6.2 Price estimates shall be provided in a format that clearly itemizes all labor quantities and labor rates, material quantities and material rates, equipment costs, general conditions and fee to perform the work of the Allowance. Any work performed by subcontractors to the Design-Builder/Vendor shall also be itemized as above. Price quotes shall be obtained from Owner-selected subcontractors and/or vendors by the Design-Builder in a format that clearly itemizes all labor quantities and labor rates, material quantities and material rates, equipment costs, general conditions and fee to perform the Allowance scope of work. Any work performed by subcontractors to Owner selected subcontractor and/or Vendor shall also be itemized as above.

7.5 Markups for Changes.

7.5.1 Design-Builder's Overhead and Profit. All markups for changed Work under this Section 7.5, at every tier, shall conform to the fee percentages set forth in the Proposal and Section 7.3 hereof and shall not exceed those percentages, except as expressly provided in Section 7.5.1.1. No General Conditions

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Fee under Section 7.3.1.1 shall be applied to any changed Work, Change Order, or Work Change Directive.

7.5.1.1 Calculate ten percent (10%) overhead and profit for the Design-Builder based upon the estimated or actual direct cost of that portion of the changed work to be performed by the Design-Builder.

7.5.1.2 Calculate overhead and profit for the Design-Builder at the Design-Builder Subcontract Fee percentage set forth in Section 7.3.1.3, based upon the estimated or actual direct cost of the portion of the changed work to be performed by a subcontractor, supplier, or sub-subcontractor.

7.5.1.3 Calculate overhead and profit for the Design-Builder at the Design-Builder Subcontract Fee percentage set forth in Section 7.3.1.3, based upon the estimated or actual direct cost of the portion of the changed work to be the cost of such additional Design Work performed by a Design Professional.

7.5.2 Subcontractor, Supplier, or Sub-subcontractor Overhead and Profit

7.5.2.1 Calculate overhead and profit for the subcontractor, its suppliers, or its sub-subcontractors at the Design-Builder Subcontract Fee percentage set forth in Section 7.3.1.3, based upon the estimated or actual direct cost of that portion of the changed work to be performed by a subcontractor, supplier, or sub-subcontractor. This percentage for overhead and profit is the aggregate total markup payable by Owner for any subcontractor and its suppliers and its sub-subcontractors of any tier. No markup at any tier shall exceed the limitation set forth in Section 7.3.2.7 and Exhibit N.

7.5.2.2 7 Markup Base Each markup under this Section 7.5 shall be calculated on direct cost only. Direct cost excludes, and no markup shall be calculated upon, any other markup, fee, overhead, profit, general conditions cost, contingency, escalation allowance, bonding markup, or insurance markup, whether charged by Design-Builder, a Design Consultant, a Subcontractor, a supplier, or a Subsubcontractor of any tier. Where changed Work is performed by a Subcontractor, supplier, or Subsubcontractor, the base for Design-Builder's markup under Section 7.5.1.2 is the direct cost of that Work exclusive of the markup permitted under Section 7.5.2.1.

7.5.3 Bonding Markup

7.5.3.1 The bonding markup shall be the actual cost, not to exceed one percent (1%), for additional bonding for the Design-Builder.

7.5.3.2 No bonding markup will be applied to Allowance items of work.

7.5.4 No Markups for overhead and profit nor for bonding shall be allowed for changes to work covered by a Unit Price Adjustment.

7.5.5 Markup Credit for Credit or Reduction in Scope Changes Design-Builder shall return to Owner a mark-up credit of 5% of the credit amount of the Credit or Reduction in Scope Change.

If Owner reduces the scope sufficiently to accomplish a schedule reduction of more than 30 days, Design-Builder shall return to Owner a markup credit of 10% of the credit amount of the Credit or Reduction in Scope Change.

7.7 The Guaranteed Maximum Price.

7.7.1 Design-Builder guarantees that it shall not exceed the GMP established in the GMP Proposal. Documents used as a basis for the GMP shall be identified in the Contract Price Amendment to this Agreement. Design-Builder does not guarantee any specific line item provided as part of the GMP, and has the sole discretion to apply payment due to overruns in one line item to savings due to underruns in any other line item. Design-Builder agrees, however, that it will be responsible for paying all costs of completing the Work which exceed the GMP, as adjusted in

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accordance with the Contract Documents.

7.7.2 Contractor contingency amount may be included as a specified amount in the GMP. It is further understood and agreed that such contingency funds are to be used for costs to complete work considered to be within the original scope of work, including issued change orders, but which exceed the established estimated costs. Use of contingency funds is for work which could have been reasonably anticipated based upon the information available at the time the cost estimate was established. Use of contingency funds is for following:

7.7.2.1 Those items that were included in the proposal drawings and specifications that Contractor missed in proposing the GMP.

7.7.2.2 Those items that were included in the proposal drawings and specifications that the Contractor underpriced in proposing the GMP.

7.7.2.3 Schedule acceleration or schedule mitigation as required to meet contract milestones, or as deemed necessary by the Contractor to improve the project schedule when required.

7.7.2.4 Increased general conditions or general requirements costs. This may include items such as additional temporary fence moves, increased costs for temporary protection of installed work, increased costs for weather protection, increased staffing for general conditions, etc.

7.7.2.5 To cover higher costs for replacing a subcontractor which are not covered by subcontractor default insurance or surety.

7.7.2.6 Other items not outlined above, if approved in advance in writing by Owner.

7.7.3 All contingency fund charges must have Owner's advance written approval before being transferred to a line item.

7.7.4 Savings.

7.7.4.1 Any unused portion of Design-Builder's Contingency at the end of the Project, together with any Salvage Savings (collectively, "Savings"), shall be shared as follows:

Fifty percent (50%) to Design-Builder and
Fifty percent (50%) to Owner.

7.7.4.2 Salvage Plan and Salvage Credit. As part of the GMP Proposal, Design-Builder shall submit a salvage plan identifying: (a) the equipment, materials, and cable expected to be removed from the Project Site that have commercial resale or scrap value, including medium-voltage and other copper cabling, with estimated quantities and unit values determined by reference to a published market index identified in the salvage plan; (b) the items Design-Builder proposes to dispose of as having no commercial resale or scrap value; and (c) Design-Builder's estimated removal, handling, transportation, abatement, and disposition costs for both categories. The estimated net salvage value reflected in the salvage plan accepted by Owner (the "Salvage Credit") shall be shown as a separate line item in, and credited against, the GMP, and the associated removal and disposition costs shall be included in the Cost of the Work. Only net proceeds actually realized in excess of the Salvage Credit constitute Salvage Savings subject to sharing under Section 7.7.4.1.

7.7.4.3 Title to all equipment and materials removed from the Project Site remains with Owner until disposition in accordance with the accepted salvage plan. Design-Builder shall not sell, scrap, or otherwise dispose of any item identified in the salvage plan as having commercial value without Owner's prior written direction. Design-Builder may dispose of items identified in the accepted salvage plan as having no commercial resale or scrap value without further direction, and the documented cost of such disposal shall be a Cost of the

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Work.

7.7.4.4 Savings shall be calculated and paid as part of Final Payment under Section 8.4 hereof, with the understanding that to the extent Design-Builder incurs costs after Final Completion which would have been payable to Design-Builder as a Cost of the Work, the parties shall recalculate the Savings in light of the costs so incurred, and Design-Builder shall be paid by Owner accordingly.

7.8 Allowance Items and Allowance Values.

7.8.1 Any and all Allowance Items, as well as their corresponding Allowance Values, are set forth in the Contract Price Amendment or the Proposal.

7.8.2 Design-Builder and Owner have worked together to review the Allowance Items and Allowance Values based on design information then available to determine that the Allowance Values constitute reasonable estimates for the Allowance Items. Design-Builder and Owner will continue working closely together during the preparation of the design to develop Construction Documents consistent with the Allowance Values. Nothing herein is intended in any way to constitute a guarantee by Design-Builder that the Allowance Item in question can be performed for the Allowance Value.

7.8.3 No work shall be performed on any Allowance Item without Design-Builder first obtaining in writing advanced authorization to proceed from Owner. Owner agrees that if Design-Builder is not provided written authorization to proceed by the date set forth in the Project schedule, due to no fault of Design-Builder, Design-Builder may be entitled to an adjustment of the Contract Time(s) and Contract Price.

7.8.4 The Allowance Value includes the direct cost of labor, materials, equipment, transportation, taxes, and insurance associated with the applicable Allowance Item. All other costs, including design fees, Design-Builder’s overall project management and general conditions costs, overhead and Fee, are deemed to be included in the original Contract Price, and are not subject to adjustment notwithstanding the actual amount of the Allowance Item.

7.8.5 Whenever the actual costs for an Allowance Item is more than or less than the stated Allowance Value, the Contract Price shall be adjusted accordingly by Change Order, subject to Section 7.8.4. The amount of the Change Order shall reflect the difference between actual costs incurred by Design-Builder for the particular Allowance Item and the Allowance Value.

Article 8
Procedure for Payment

8.1 Payment for Preliminary Services. Design-Builder and Owner agree upon the following method for partial and final payment to Design-Builder for the services hereunder: (Insert terms.)

8.2 Contract Price Progress Payments.

8.2.1 Design-Builder shall submit to Owner and the Owner's designated representative with the OA/CM, on the ( ) day of each month, beginning with the first month after the Date of Commencement, Design-Builder’s Application for Payment in accordance with Article 6 of the General Conditions of Contract.

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8.2.2 The Owner's representative with the OA/CM shall, within fourteen (14) days of receipt, provide the Owner with a written recommendation as to what should be paid pursuant to the Contract. After receipt of written recommendation, Owner shall make payment within thirty (30) days after Owner’s receipt of the OA/CM's recommendation and each properly submitted and accurate Application for Payment in accordance with Article 6 of the General Conditions of Contract, but in each case less the total of payments previously made, and less amounts properly withheld under Section 6.3 of the General Conditions of Contract. Except as provided for under the California prompt pay statutes, the Design-Builder shall not charge and the Owner shall not be liable for any late fees or interest.

8.2.3 If Design-Builder’s Fee under Section 7.3 hereof is a fixed amount, the amount of DesignBuilder’s Fee to be included in Design-Builder’s monthly Application for Payment and paid by Owner shall be proportional to the percentage of the Work completed, less payments previously made on account of Design-Builder’s Fee.

8.3 Retainage on Progress Payments.

8.3.1 Five percent (5%) of each Progress Payment will be retained until the construction portion of the Design Build Work has been completed and accepted by Owner per the Contract Documents. No retention shall be withheld on the design portion of the Design-Build Work. After fifty percent (50%) of the Design Build Work has been completed, including approved Change Orders, the Design- Builder may request a reduction in the withholding of retention. Owner will review the progress to date and the remaining Work. If it appears that the Design Build Work will be successfully completed and is progressing on schedule, Owner may at its sole discretion, reduce the retention on subsequent Design Build Work. Thereafter, Owner may, at its complete discretion, and in a fashion which protects the interest of Owner, increase the retention but in no event, to more than a 5% retention.

8.3.2 Early Release of Retention: The Design-Builder may request early release of retention for subcontractors who have fully completed their work on a clearly defined portion of the Work.

After a subcontractor completes its entire Scope of Work and fulfills all of its obligations as set forth in the Contract Documents, and upon the Design-Builder providing Owner the necessary lien waiver and waives of all claims rights relative to said Subcontractor's Work, the DesignBuilder may submit a written request for release of retention for said subcontractor. The DesignBuilder shall also provide written confirmation and certify that it has successfully completed their work under its subcontract. Owner will review such requests for release of retention and verify completion of all punchlist work attributed to said subcontractor. After review and approval of the written request for release of retention by Owner, the Design-Builder may include in its regular monthly billing the amount of retention to be released. Owner shall hold all retention other than the Early Released Retention until final payment is made in accordance with the Contract Document.

8.3.3 Substitution of Securities. At the request and expense of the Design-Builder, in accordance with California Public Contract Code Section 22300, in lieu of Owner withholding the five percent (5%) retention, the Design-Builder may: (1) substitute a deposit of securities at least equivalent to the retention to be paid, or (2) request Owner to pay retention directly to an escrow agent. If the Design-Builder requests that retention be paid into an escrow account, the Design-Builder and Owner shall enter into an escrow agreement in the exact form set forth in the Public Contract Code Section 22300. All forms or correspondence pertaining to Security Deposit in Lieu of Withhold shall be addressed to Owner for review by the legal counsel for Owner.

8.4 Final Payment. Design-Builder shall submit its Final Application for Payment to Owner in accordance with Section 6.6 of the General Conditions of Contract. Owner shall make payment on Design-Builder’s properly submitted and accurate Final Application for Payment (less any amount the parties may have agreed to set aside for warranty work) within thirty (30) days after Owner’s

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receipt of the Final Application for Payment, provided that: (a) Design-Builder has satisfied the requirements for final payment set forth in Section 6.6.6 of the General Conditions of Contract.

8.5 Record Keeping and Finance Controls. Design-Builder acknowledges that this Agreement is to be administered on an “open book” arrangement relative to Costs of the Work. Design-Builder shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management, using accounting and control systems in accordance with generally accepted accounting principles and as may be provided in the Contract Documents. During the performance of the Work and for a period of three (3) years after Final Payment, Owner and Owner’s accountants shall be afforded access to, and the right to audit from time to time, upon reasonable notice, DesignBuilder’s records, books, correspondence, receipts, subcontracts, purchase orders, vouchers, memoranda, and other data relating to the Work, all of which Design-Builder shall preserve for a period of three (3) years after Final Payment. Such inspection shall take place at Design-Builder’s offices during normal business hours unless another location and time is agreed to by the parties.

Any multipliers or markups agreed to by the Owner and Design-Builder as part of this Agreement are only subject to audit to confirm that such multiplier or markup has been charged in accordance with this Agreement, but the composition of such multiplier or markup is not subject to audit. Any lump sum agreed to by the Owner and Design-Builder as part of this Agreement is not subject to audit.

Article 9
Termination for Convenience

9.1 The Owner, through City Council, may terminate for convenience any part of the remaining work under the Contract at any time, or from time to time, by written notice to the Design-Builder. Such notice shall specify the extent to which the performance of work is terminated and the effective date of such termination.

9.1.1 Upon receipt of such notice, the Design-Builder shall:

9.1.1.1 Immediately discontinue work on the date and to the extent specified in the notice and place no further orders or subcontracts for materials, services, or facilities, other than as may be required for completion of such portion of work that is not terminated;

9.1.1.2 Promptly obtain cancellation upon terms satisfactory to Owner of all purchase orders, subcontracts, rentals or any other contracts existing for the performance of the terminated work or assign those contracts to Owner as directed;

9.1.1.3 Assist Owner in the maintenance, protection, and disposition of work in progress, plant, tools, equipment, property, and materials acquired by the Design-Builder or furnished by the Design-Builder under this Contract; and

9.1.1.4 Complete performance of the Work which is not terminated.

9.1.2 Upon any such termination, the Design-Builder shall waive any claims for damages on account thereof; but as the sole right and remedy of the Design-Builder, Owner shall pay DesignBuilder substantiated costs in accordance with the following:

9.1.2.1 All amounts due and not previously paid to the Design-/Builder for work completed in accordance with the Contract prior to such notice of termination, and for work thereafter completed as specified in such notice, up to but not exceeding the contract value for the work using the progress schedule, schedule of values and other project controls as applicable;

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9.1.2.2 Reasonable administrative costs of settling and paying claims arising out of the termination of work under subcontracts or purchase orders;

9.1.2.3 Reasonable costs incurred in demobilization and the disposition of residual material, plant and equipment; and

9.1.2.4 A profit on items (2) and (3) herein, as provided for in the “Change Orders” provision.

9.1.2.5 There shall be no claim or right to lost profits on unperformed work under any theory or any circumstances. Except for the amounts allowed under items (1) through (4) above, there shall be no other right or claim for loss, cost, damage, expense or liability. These limits apply to a termination for convenience and also to any termination for default subsequently determined wrongful and therefore treated as a termination for convenience.

9.1.3 Design-Builder shall submit within twenty-one (21) days after receipt of notice of termination a proposal for an adjustment to its compensation including all incurred costs described herein.

Should the logistics of such a termination preclude pricing any item of cost, the Design-Builder shall estimate costs to the best of its ability. Owner shall review, analyze, and verify such proposal, and negotiate an equitable adjustment, subject to City Council approval as needed, and the Contract shall be amended in writing accordingly.

9.1.4 No compensation will be paid to the Design/Builder for unabsorbed or under absorbed overhead, nor shall the Design-Builder be paid for loss of anticipated profits in any form.

9.1.5 If an agreement cannot be reached concerning an equitable adjustment, Owner may issue a unilateral Change Order.

Article 10
Representatives of the Parties

10.1 Owner’s Representatives.

10.1.1 Owner designates the individual listed below as its Senior Representative (“Owner Senior Representative”), which individual has the authority and responsibility for avoiding and resolving disputes under Section 10.2.3 of the General Conditions of Contract: (Identify individual’s name, title, address, and telephone numbers.)

10.1.2 Owner designates the individual listed below as its Owner’s Representative, which individual has the authority and responsibility set forth in Section 3.4 of the General Conditions of Contract: (Identify individual’s name, title, address, and telephone numbers.)

10.2 Design-Builder’s Representatives.

10.2.1 Design-Builder designates the individual listed below as its Senior Representative (“DesignBuilder’s Senior Representative”), which individual has the authority and responsibility for avoiding and resolving disputes under Section 10.2.3 of the General Conditions of Contract: (Identify individual’s name, title, address, and telephone numbers.)

10.2.2 Design-Builder designates the individual listed below as its Design-Builder’s Representative, which individual has the authority and responsibility set forth in Section 2.1.1 of the General Conditions of Contract: (Identify individual’s name, title, address, and telephone numbers.)

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Article 11
Bonds and Insurance

11.1 Insurance. Design-Builder and Owner shall procure the insurance coverages set forth in the Insurance Exhibit attached hereto and in accordance with Article 5 of the General Conditions of Contract.

11.2 Bonds and Other Performance Security. Design-Builder shall provide a performance bond and labor and material payment bond using the forms referenced herein.

Article 12
Other Provisions

12.1 Other provisions, if any, are as follows: (Insert any additional provisions.)

12.1.1 Licensure and Registration. Design-Builder represents, warrants, and covenants that:
(a) At the time of submission of its Statement of Qualifications, at the time of its Proposal, as of the Effective Date, and continuously throughout performance of the Work, Design-Builder holds a valid and active California contractor's license in the classification(s) required for the Work, License No. ________; (b) If Design-Builder is a joint venture, partnership, or other combination of entities, the combined entity itself holds a valid and active California joint venture contractor's license, License No. ________, in addition to the individual licenses held by each DB Member, and each DB Member holds a valid and active California contractor's license in the classification(s) required for the portion of the Work it performs; (c) Design-Builder and each Subcontractor of every tier is currently registered with the California Department of Industrial Relations to perform public works, and will maintain that registration continuously throughout performance of the Work. Design-Builder's DIR Registration No. is ________; (d) The Engineer of Record and each Design Consultant and Design Sub-Consultant holds the California professional license required for the design services it performs, and the individual signing and sealing each design submission is licensed in California in the applicable discipline; and (e) Design-Builder shall notify Owner in writing within three (3) business days of any lapse, suspension, revocation, expiration, disciplinary action, or change in classification affecting any license or registration identified in this Section, whether held by Design-Builder, a DB Member, a Design Consultant, or a Subcontractor.

Owner has entered into this Agreement in reliance on the foregoing. Any failure to hold or maintain a license or registration required by this Section shall constitute a material default under Article 11 of the General Conditions of Contract.

12.1.2 Safety Qualification Maintenance and Reporting. Design-Builder represents that the experience modification rate (EMR) and safety information reported in its Statement of Qualifications were accurate when submitted and remain accurate as of the Effective Date.

Within thirty (30) days after each anniversary of the Effective Date, and at any other time upon Owner's written request, Design-Builder shall deliver to Owner: (a) its then-current EMR, and the then-current EMR of each Key Firm having responsibility for construction or construction support; (b) its completed OSHA Form 300A for the preceding calendar year; (c) a description of all OSHA citations issued, and all workers' compensation claims filed, in connection with the Work; and (d) its days-away-from-work injury incidence rate for the preceding calendar year.

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If the three (3) year average EMR of Design-Builder or of any Key Firm performing construction exceeds 1.00, Design-Builder shall, within thirty (30) days of Owner's written request, submit a corrective action plan for Owner's review. This Section is in addition to, and does not limit, the safety obligations set forth in Article 2 of the General Conditions of Contract and in the Contract Documents. Nothing in this Section shall be construed to give Owner control over, or responsibility for, construction means, methods, techniques, sequences, or procedures, or over Design-Builder's safety programs.

12.1.3 Continuing Disclosure. Design-Builder represents that the certifications regarding pending litigation, financial condition, and the absence of material adverse change contained in its Statement of Qualifications and its Proposal were true and correct when made and remain true and correct as of the Effective Date.

Design-Builder shall notify Owner in writing within ten (10) days of: (a) the commencement of any civil, criminal, or administrative action or proceeding against Design-Builder, any DB Member, or any Key Firm that could materially affect its ability to perform the Work; (b) any material adverse change in the financial condition of Design-Builder or any DB Member; (c) any suspension, debarment, or proposed suspension or debarment of Design-Builder, any DB Member, or any Key Firm from contracting with any federal, state, or local public entity; and (d) any change in surety, available bonding capacity, or insurance that affects the ability to satisfy Article 11 of this Agreement or Article 5 of the General Conditions of Contract.

Upon Owner's written request, but not more often than annually and in all events concurrently with submission of the Proposal, Design-Builder shall deliver current audited or reviewed financial statements for Design-Builder and each DB Member.

The accuracy of the representations in this Section as of the date of the Contract Price Amendment is a condition precedent to Owner's obligation to execute the Contract Price Amendment.

12.1.4 Certifications. Design-Builder certifies under penalty of perjury under the laws of the State of California that:
(a) The information contained in its Statement of Qualifications and its Proposal, including all attachments and worksheets, is true and correct;
(b) Neither Design-Builder, nor any DB Member, nor any Key Firm is currently suspended, debarred, or otherwise ineligible to participate in federal, state, or local public contracting or assistance programs; and (c) The Proposal was not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; the Proposal is genuine and not collusive or sham; and Design-Builder has not directly or indirectly induced or solicited any other respondent to submit a false or sham proposal, has not directly or indirectly colluded, conspired, connived, or agreed with any respondent or other person to submit a sham proposal or to refrain from proposing, and has not in any manner sought by collusion to secure any advantage against Owner or any other respondent.

The certifications contained in Design-Builder's Statement of Qualifications and Proposal survive execution of this Agreement, are material inducements to Owner's execution of this Agreement, and shall be deemed remade as of the date of the Contract Price Amendment.

12.1.5 Funding Agency Requirements. Design-Builder acknowledges that the Project is funded in whole or in part through the Drinking Water State Revolving Fund and that Owner's receipt and retention of such funding is conditioned on compliance with the requirements set forth in Exhibit H (Drinking Water State Revolving Fund (DWSRF) Loan Requirements). Design-Builder shall comply, and shall cause each DB Member, Design Consultant, and Subcontractor of every tier to comply, with all requirements of Exhibit H.

Design-Builder shall include in every subcontract, purchase order, and consultant agreement of every tier all provisions required by Exhibit H, and shall require each Subcontractor and consultant to include the same provisions in each of its lower-tier subcontracts and purchase orders.

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Design-Builder shall maintain, and shall require Subcontractors and consultants of every tier to maintain, all records required by Exhibit H for the retention period stated therein, and in no event for less than three (3) years following Final Acceptance. Design-Builder shall make such records available for inspection, audit, and copying by Owner, the State Water Resources Control Board, the Division of Financial Assistance, the United States Environmental Protection Agency, the Comptroller General of the United States, and any other funding agency having jurisdiction, upon reasonable notice and at reasonable times.

Design-Builder's failure to include or to enforce the provisions required by this Section shall not relieve DesignBuilder of responsibility for compliance. Design-Builder shall be responsible for any funding disallowance, repayment obligation, reduction, interest charge, or penalty imposed on or incurred by Owner arising from noncompliance by Design-Builder, any DB Member, any Design Consultant, or any Subcontractor of any tier with the requirements of Exhibit H.

The obligations of this Section survive Final Acceptance and any termination of this Agreement.

12.2 Listing of Exhibits and documents incorporated herein:

Exhibit A – List of Reference Documents
Exhibit B – Owner's Project Criteria
Exhibit C – Phase 1 Scope of Services
Exhibit D – Permits and Approvals
Exhibit E – Supporting Pricing Information
Exhibit F – Key Firms and Key Personnel
Exhibit G – Insurance Terms
Exhibit H – Drinking Water State Revolving Fund (DWSRF) Loan Requirements Exhibit I – Form of Performance Bond
Exhibit J – Preliminary Project Schedule and Schedule Milestones Exhibit K – Form of Payment Bond
Exhibit L – Wage Determination Schedules
Exhibit M – Description of General Condition Costs
Exhibit N – Design-Builder Self Performance Fee and Subcontract Fee Exhibit O – Design-Builder Proposal
DBIA Document No. 535, As modified, Standard Form of General Conditions of Contract Between Owner and Design-Builder (2010 Edition) ("General Conditions of Contract") Contract Price Amendment, if any.

Article 13
Limitation of Liability

13.1 Limitation of Consequential Damages. Except as otherwise provided in the Section 6.4 "Liquidated Damages " and 535 General Conditions Article 7 “Indemnification” and reserving to Owner any rights it may have therefore, the Design-Builder and the Owner agree that they mutually waive any claims for consequential damages. This mutual waiver includes:

13.1.1 Damages incurred by Owner for rental expenses; for losses of use, income, profit, financing, business and reputation; and for loss of management or employee productivity or for the services of such persons.

13.1.2 Damages incurred by the Design-Builder for home and/or principal office expenses of every sort whatsoever, including, without limitation, the compensation of personnel stationed there; for loss of financing; impairment of bonding capacity; loss of business and reputation; loss related to goodwill; and for loss of profit.

13.1.3 This Section is not a limitation on Design-Builder's indemnity obligations or damages

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DBIA Document No. 545
Progressive Design-Build Agreement

covered by insurance.

Article 14
Partnering

14.1 Partnering Sessions.

The Owner and Design-Builder shall use good faith efforts to develop a partnering relationship in order to promote cooperation and effective coordination in the performance of this Design- Build Agreement.

The Owner and Design-Builder shall conduct at least one pre-construction partnering workshop and at least one other workshop during the construction period (“Partnering Sessions”) as set forth in Exhibit C, Section

2.2. OWNER: DESIGN-BUILDER:
(Name of Owner) (Name of Design-Builder)
(Signature) (Signature)
(Printed Name) (Printed Name)
(Title) (Title)
Date: Date:

9.31 1784266.3 RM 7356.001

STANDARD FORM OF GENERAL

CONDITIONS OF CONTRACT

BETWEEN OWNER AND

DESIGN-BUILDER
Document No. 535
© Design-Build Institute of America
Washington, DC

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TABLE OF CONTENTS
Article Name Page
Article 1 .......................................................................................................................................... 2 General........................................................................................................................................... 2 Article 2 .......................................................................................................................................... 5 Design-Builder’s Services and Responsibilities ....................................................................... 5 Article 3 ........................................................................................................................................ 24 Owner’s Services and Responsibilities .................................................................................... 24 Article 4 ........................................................................................................................................ 26 Hazardous Conditions and Differing Site Conditions ............................................................ 26 Article 5 ........................................................................................................................................ 28 Insurance and Bonds ................................................................................................................. 28 Article 6 ........................................................................................................................................ 29 Payment ....................................................................................................................................... 29 Article 7 ........................................................................................................................................ 34 Indemnification ............................................................................................................................ 34 Article 8 ........................................................................................................................................ 36 Time 36
Article 9 ........................................................................................................................................ 40 Changes to the Contract Price and Time ................................................................................ 40 Article 10 ...................................................................................................................................... 43 Contract Adjustments and Disputes......................................................................................... 43 Article 11 ...................................................................................................................................... 46 Suspension and Termination for Cause .................................................................................. 46 Article 12 ...................................................................................................................................... 49 Electronic Data ............................................................................................................................ 49 9.33 1784266.3 RM 7356.001
Article 13 ...................................................................................................................................... 50 Miscellaneous .............................................................................................................................. 50

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Article 1
General

1.1 Mutual Obligations

1.1.1 Owner and Design-Builder commit at all times to cooperate fully with each other, and proceed on the basis of trust and good faith, to permit each party to realize the benefits afforded under the Contract Documents.

1.2 Basic Definitions

1.2.1 Agreement or Contract refers to the executed contract between Owner and DesignBuilder under either DBIA Document No. 535, Standard Form of General Conditions of Contract Between Owner and Design-Builder (2010 Edition) or DBIA Document No. 545, Progressive Design-Build Agreement for Water and Wastewater Projects (2016 Edition).

1.2.2 Basis of Design Documents are as follows: For DBIA Document No. 535, Standard Form of General Conditions of Contract Between Owner and Design-Builder (2010 Edition) and DBIA Document No. 545, Progressive Design-Build Agreement for Water and Wastewater Projects (2016 Edition)., the Basis of Design Documents are Exhibit B “Owner’s Project Criteria”, and those documents specifically listed in, as applicable, in Exhibit A “List of Reference Documents”.

1.2.3 Change Directive is a directive issued by the Owner to the Design-Builder to recognize that there is a potential Change Order to the Contract and provide the Design-Builder with direction on a path forward on the potential changed work.

1.2.4 Change Order is a contractually binding amendment to the Contract, which shall comply with the Change Order provisions of the Contract Documents. .

1.2.5 Contract Documents are those documents identified in Article 3 of the DBIA Document No. 545.

1.2.6 Contractor's Construction Schedule is the Design-Builder's schedule for the Phase 2 scope of work that complies with the scheduling requirements of the Contract Documents.

1.2.7 Construction Documents are the documents, consisting of Drawings and Specifications, to be prepared or assembled by the Design-Builder consistent with the Basis of Design Documents unless a deviation from the Basis of Design Documents is specifically set forth in a Change Order executed by both the Owner and Design-Builder, as part of the design review process contemplated by Section 2.4 of these General Conditions of Contract.

1.2.8 Cost of the Work shall mean the cost reasonably and actually incurred by DesignBuilder in the proper performance of Phase 2 Services.

1.2.9 Day or Days shall mean calendar days unless otherwise specifically noted in the Contract Documents.

1.2.10 Design-Builder is the party to the Contract that is responsible for design, construction, commissioning and acceptance testing, and training and other services as defined by the Contract Documents. Any and all references to Contractor and Contractor's obligations are applicable to the Design-Builder.

1.2.11 Design-Build Team is comprised of the Design-Builder, the Design Consultant, and key Subcontractors identified by the Design-Builder.

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1.2.12 Design-Builder Self Performance Fee is that portion of Design-Builders fee for Phase 2 services as defined in Article 7 of the DBIA Document No. 545.

1.2.13 Design-Builder Subcontract Fee is that portion of Design-Builders fee for Phase 2 services as defined in Article 7 of the DBIA Document No. 545.

1.2.14 Design Consultant is a qualified, licensed design professional who is not an employee of Design-Builder, but is retained by Design-Builder, or employed or retained by anyone under contract with Design-Builder, to furnish design services required under the Contract Documents. A Design Sub-Consultant is a qualified, licensed design professional who is not an employee of the Design Consultant, but is retained by the Design Consultant or employed or retained by anyone under contract to Design Consultant, to furnish design services required under the Contract Documents.

1.2.15 Design Services are those services as defined in Article 2 of the General Conditions and in the Contract Documents.

1.2.16 Engineer of Record is the qualified licensed design professional responsible for the Design Services.

1.2.17 Final Acceptance occurs once all requirements of Final Completion have occurred and the Owner issues a Letter of Final Acceptance.

1.2.18 Final Application for Payment is the Design-Builder's request for final payment after Final Acceptance has occurred and a Letter of Final Acceptance has been issued by the Owner.

1.2.19 Final Completion is the date on which all Work is complete in accordance with the Contract Documents, including but not limited to, any items identified in the punch list prepared under Section

6.6. and the submission of all documents and satisfaction of all requirements set forth in Section

6.6.6. 1.2.20 Force Majeure Events are those events set forth in Article 8 of the General Conditions.

1.2.21 General Conditions of Contract refer to this DBIA Document No. 535, Standard Form of General Conditions of Contract Between Owner and Design-Builder (2010 Edition).

1.2.22 General Conditions Fee is that portion of Design-Builders fee for Phase 2 services as defined in Article 7 of the DBIA Document No. 545.

1.2.23 GMP Exhibit means that exhibit attached to DBIA Document No. 545, Progressive DesignBuild Agreement for Water and Wastewater Projects (2016 Edition), which exhibit will have been agreed upon by Owner and Design-Builder prior to the execution of the Agreement. Guaranteed Maximum Price or GMP is a total not-to-exceed amount offered and guaranteed by the DesignBuilder for complete performance of the Work of the Contract.

1.2.24 GMP Proposal means that proposal developed by Design-Builder in accordance with Section 2.3 of DBIA Document No. 545, Progressive Design-Build Agreement for Water and Wastewater Projects (2016 Edition).

1.2.25 Hazardous Conditions are any materials, wastes, substances and chemicals deemed to be hazardous under applicable Legal Requirements, or the handling, storage, remediation, or disposal of which are regulated by applicable Legal Requirements.

1.2.26 Legal Requirements are all applicable federal, state and local laws, codes, ordinances, rules, regulations, orders and decrees of any government or quasi-government entity having jurisdiction over the Project or Site, the practices involved in the Project or Site, or any Work.

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1.2.27 Notice to Proceed is the written notice from the Owner to the Design-Builder establishing the dates for Design Services and/or construction, and which authorizes the DesignBuilder to commence with Design Services and/or construction.

1.2.28 Owner shall mean the City of Santa Cruz, acting through its City Council.

1.2.29 Owner’s Project Criteria are developed by or for Owner to describe Owner’s program requirements and objectives for the Project, including use, space, price, time, site and expandability requirements, as well as submittal requirements and other requirements governing Design-Builder’s performance of the Work. Owner’s Project Criteria may include conceptual documents, design criteria, design performance specifications, design specifications, and LEED® or other sustainable design criteria and other Project-specific technical materials and requirements.

1.2.30 Phase 1 Services include design and pre-construction services for the Project.

1.2.31 Phase 2 Services include construction and acceptance for the Project.

1.2.32 Preliminary Services Fee is that portion of the Design-Builders fee for Phase 1 Services as defined in Article 7 of the DBIA Document No. 545.

1.2.33 Project shall mean the Water Energy and Electrical Resiliency Project, and includes the total design and construction of the Work under the contract and all other work, labor, equipment, and materials necessary to accomplish the Project.

1.2.34 Site or Project Site is the land or premises on which the Project is located, and includes all areas designated for staging, storage, parking and temporary offices as indicated in the Contract Documents.

1.2.35 Subcontractor is any person or entity retained by Design-Builder as an independent contractor to perform a portion of the Work and shall include materialmen and suppliers.

1.2.36 Sub-Subcontractor is any person or entity retained by a Subcontractor as an independent contractor to perform any portion of a Subcontractor’s Work and shall include materialmen and suppliers.

1.2.37 Substantial Completion or Substantially Complete means the date on which DesignBuilder has satisfied all of the requirements for Substantial Completion under the Contract Documents, and the Work, or an agreed upon portion of the Work, is sufficiently complete in accordance with the Contract Documents so that Owner can occupy and use the Project or a portion thereof for its intended purposes.

1.2.38 Work is comprised of all Design-Builder’s design, construction and other services required by the Contract Documents, including procuring and furnishing all materials, equipment, services and labor reasonably inferable from the Contract Documents.

1.2.39 Work Package is a set of documents and defined scope for material or equipment procurement, procurement of a trade contractor, or construction work assembled to bid to the construction community with the intent of creating competitive pricing.

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Article 2
Design-Builder’s Services and Responsibilities

2.1 General Services.

2.1.1 The Design-Builder will designate in writing a contact person ("Design-Builder's Representative") for coordination and communication with Owner. The Design-Builder's Representative shall have the authority to make decisions for the Design-Builder firm and shall have binding authority to approve changes in work. The Design-Builder's Representative and/or his or her designee shall be on the Project Site at all times during work activity. Design-Builder’s Representative shall be reasonably available to Owner and shall have the necessary expertise and experience required to supervise the Work. Design-Builder’s Representative shall communicate regularly with Owner and shall be vested with the authority to act on behalf of Design-Builder.

Design-Builder’s Representative may be replaced only with the mutual agreement of Owner and Design-Builder.

2.1.2 An orderly system for communication between Owner and the Design-Builder is essential to the satisfactory completion of the Work. Owner will transmit, directly or through others, written instructions, responses or other communications to the Design-Builder's Representative or other persons identified in writing by the Design-Builder to receive such communications. The DesignBuilder shall, by a letter to Owner, designate (by name) one or more staff members to receive oral and written field communications when the Design-Builder's Representative is away from the Project Site and to act as the designated representative. During the times that the DesignBuilder's Representative may be temporarily absent, a staff member shall be authorized to act immediately on orders or instructions issued by Owner. If Owner finds it necessary to communicate with the Design-Builder Personnel authorized to receive such communications and none are available to receive such communications, Owner may suspend all of the Design-Builder's operations at the Project Site until such communications can be accomplished. Formal communications from the Design-Builder to Owner that are necessary for the performance of the Contract, including documents described in the Contract Documents, and any other written communications, will be addressed to Owner, unless otherwise specified in the Contract Documents. All written communications or submittals shall be signed by the Design-Builder's Representative or designee in serialized format, and Design-Builder shall maintain logs available to Owner for review and reconciliation upon request.

2.1.3 The Design-Builder represents it has the proper business and professional background, knowledge, experience and expertise necessary to provide the Services. Design-Builder further represents that it and all Design-Builder’s subcontractors possess all required professional licenses in the State of California to provide all Services necessary for the Project.

2.1.4 Design-Builder makes certain representations in the Contract Documents, including without limitation, the representations in this clause. Design-Builder is deemed to make these representations by and as a condition of submission of Design-Builder’s proposal. Design-Builder agrees that it has single point responsibility for the design and construction of this Project. Following award and execution of the Contract, these representations are deemed republished throughout the performance of the Work of the Contract and shall also be treated as express warranties.

2.1.5 Design-Builder has at the time of proposal, and will throughout performance, carefully and adequately reviewed the Contract Documents and acknowledges that these Contract Documents establish the scope, level of quality, construction intent and the procedures for the Design-Builder’s design and construction of the Work to a state of 100% completion. Design-Builder shall carefully study and compare each of the Contract Documents with the others and with information furnished by Owner, and shall promptly report in writing to Owner any errors, inconsistencies, or omissions in the Contract Documents or inconsistencies with program

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performance requirements or applicable Code requirements observed by Design-Builder.

2.1.6 Design-Builder has at the time of proposal, and will throughout performance, carefully examine the Project Site and the adjacent areas, has adequately investigated the nature and location of the Work to be performed and has satisfied itself and will continue to satisfy itself as to the general and local conditions which will be applicable, including but not limited to:

2.1.6.1 Conditions related to Project Site access and topography, and to the transportation, disposal, handling and storage of materials;

2.1.6.2 The availability of labor, water, power and roads;

2.1.6.3 Observable physical conditions at the Project Site and existing Project Site conditions, including seasons and climate;

2.1.6.4 Size, utility capacities and connection options of external utilities;

2.1.6.5 The surface conditions of the ground, including normal and usual soil conditions;

2.1.6.6 The character and availability of the equipment and facilities which will be needed prior to and during the performance of the construction work; and

2.1.6.7 All other conditions which may be material to the Design-Builder's performance of its obligations under this Contract.

2.1.7 Design-Builder has at the time of proposal, and will throughout performance, have the experience and capability to efficiently and expeditiously accomplish the Work required under this Contract in a timely and satisfactory manner and at the standard of practice of a Design-Builder with substantial experience in the Work of the Contract.

2.1.8 Design-Builder shall supervise, coordinate, and direct the Work using Design-Builder's best skill and attention. Design-Builder shall be solely responsible for, and have control over the entire design effort, construction means, methods, techniques, sequences, procedures, and the coordination of all portions of the Work, including, but without limitation, site work, utilities, and building process systems.

2.1.9 The Design-Builder shall coordinate, sequence, and organize its work so as to minimize the inconvenience and disruption to the general public to the greatest extent reasonable. Such coordination and mitigation shall include dissemination of information and meeting with or notification to the parties who will be affected by the Work, as appropriate, and shall be undertaken in cooperation with Owner, and in accordance with any specific Contract Document provisions or direction from Owner. Prior to commencement of the Work, the Design-Builder shall hold preinstallation coordination meetings and prepare coordination drawings that document the preplanning of the Work. This process shall ensure the installation of the Work is undertaken in an efficient and professional manner in accordance with the Contract Documents. The DesignBuilder's coordination shall include, but not be limited to, the following:

2.1.9.1 Coordinate use of Project space and sequence of installation of equipment or other work that is indicated on the Contract Documents. Utilize space efficiently to eliminate conflicts in the installation of the Work and to maximize accessibility for maintenance and repairs.

2.1.9.2 When necessary, prepare memoranda for distribution to each party involved in the Work outlining special procedures required for coordination and construction. Include such items as required notices, reports, construction restraints and attendance at meetings.

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2.1.9.3 Coordinate schedule and timing of required administrative procedures with other construction activities to avoid conflicts and ensure orderly progress of the Work

2.1.9.4 The Design-Builder shall obtain the approval of Owner and notify all other affected persons or "Other Contractors" at least forty-eight (48) hours before starting work which may block access or otherwise cause undue difficulty to occupants or users of property affected, and shall restore such access to a usable condition or, with Owner's permission, provide replacement access as soon as possible.

2.1.9.5 The Design-Builder shall obtain necessary information and identify equipment locations and other layouts, as available, to avoid interface conflicts and shall be familiar with applicable codes and requirements and perform its work in compliance therewith.

2.1.9.6 Coordinate execution of the Work with those public utilities, governmental bodies, private utilities and "Other Contractors" performing work on and adjacent to the worksites.

Eliminate or minimize delays in the Work and conflicts with those utilities, bodies and Contractors.

2.1.10 Design-Builder shall be responsible for inspection of all portions of the Work, including those portions already performed under this Contract, to determine that such portions conform to the requirements of the Contract Documents and are ready to receive subsequent Work.

2.1.11 The Design-Builder shall be solely responsible for any and all design errors including, but without limitation, errors, inconsistencies or omissions in the Construction Documents. DesignBuilder shall take field measurements, verify field conditions, and carefully compare with the Contract Documents such field measurements, conditions, and other information known to DesignBuilder before commencing the Work. Errors, inconsistencies, or omissions discovered at any time shall be promptly reported in writing to Owner.

2.1.12 Design-Builder further represents and warrants it will continuously furnish the necessary personnel to complete the Project on a timely basis as required in this Contract and that such personnel have the experience and expertise levels to adequately perform the work. DesignBuilder’s representations and warranties stated herein, shall also apply to Design-Builder’s subcontractors.

2.1.13 Design-Builder shall provide Owner with a monthly status report detailing the progress of the Work, including (i) whether the Work is proceeding according to schedule, (ii) whether discrepancies, conflicts, or ambiguities exist in the Contract Documents that require resolution, (iii) whether health and safety issues exist in connection with the Work; (iv) status of the contingency account to the extent provided for in the Standard Form of Agreement Between Owner and DesignBuilder - Cost Plus Fee with an Option for a Guaranteed Maximum Price; and (v) other items that require resolution so as not to jeopardize Design-Builder’s ability to complete the Work for the Contract Price and within the Contract Time(s).

2.1.14 Prior to commencement of the Work, Design-Builder shall prepare and submit a schedule in compliance with the scheduling requirements contained in Exhibit C. The schedule shall be revised as required by conditions and progress of the Work, but such revisions shall not relieve Design-Builder of its obligations to complete the Work within the Contract Time(s), as such dates may be adjusted in accordance with the Contract Documents. Owner’s review of, and response to, the schedule shall not be construed as relieving Design-Builder of its complete and exclusive control over the means, methods, sequences and techniques for executing the Work.

2.1.15 The parties will meet within seven (7) days after execution of the Agreement to discuss issues affecting the administration of the Work and to implement the necessary procedures, including those relating to schedule, submittals and payment, to facilitate the ability of the parties to perform their obligations under the Contract Documents.

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2.1.16 The Design-Builder shall conduct progress meetings in compliance with the Contract Documents, unless otherwise agreed in writing. The Design-Builder shall schedule a Preconstruction Conference following receipt of the Notice to Proceed for Phase 2 to discuss the Design-Builder's construction and scheduling requirements in Section 2.12. For all meetings, the Design-Builder shall make arrangements for meetings and prepare agendas with copies for participants. For meetings between Owner and the Design-Builder, Owner will record minutes and distribute. The Design-Builder shall be advised of and shall attend Contract meetings as deemed necessary by Owner and at no additional cost. The Design-Builder shall inform Owner at least forty-eight (48) hours in advance of any Project-related meeting(s) where Design-Builder intends to have a lawyer present.

2.1.17 To the extent they could be reasonably anticipated, the Design-Builder shall be responsible for providing information about the Project for the environmental analysis, collaborating with development of mitigation measures and best management practices, and maintaining compliance with the final adopted mitigation, monitoring and reporting requirements identified in the EIR as those requirements are associated with construction, start-up, testing, commissioning of the Project. The Design-Builder may be responsible for some environmental monitoring and reporting during the execution of the work in accordance with the EIR and the Design-Build Agreement. The Design-Builder shall develop and provide any and all reports, technical information, design information, project management information or any other data or information related to the proposed facilities as such technical and reporting information is related to satisfying mitigation, monitoring and reporting requirements identified in the EIR. The DesignBuilder shall be responsible for supporting in the preparation of any amendments to the environmental documents that may be required as necessitated by their proposed design

2.2 Design Professional Services.

2.2.1 Design-Builder shall, consistent with applicable state licensing laws, provide through qualified, licensed design professionals employed by Design-Builder, or procured from qualified, independent licensed Design Consultants, the necessary design services, including architectural, engineering and other design professional services, for the preparation of the required drawings, specifications and other design submittals to permit Design-Builder to complete the Work consistent with the Contract Documents. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Design Consultant.

2.3 Standard of Care for Design Professional Services.

2.3.1 The standard of care for all design professional services performed to execute the Work shall be the care and skill ordinarily used by members of the design profession practicing under similar conditions at the same time and locality of the Project. Design-Builder agrees to provide its professional services in a manner that is in the Owner’s economic and governmental best interests, consistent with this standard of care and the Design-Builder’s professional obligations.

2.4 Design Development Services.

2.4.1 Upon receipt of the Notice to Proceed for Design Services, the Design-Builder shall instruct the Engineer of Record to commence the design and the preparation of the Construction Documents per the Contract Documents and the Scope of Work Services, Phase 1 (Exhibit C). The Construction Documents shall provide information customarily necessary in documents for projects of similar size, complexity, and quality. The Construction Documents shall include all information required to complete the construction of the Project, other than such details customarily developed by others during construction.

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Builder and Owner shall, consistent with any applicable provision of the Contract Documents, agree upon any interim design submissions that Owner may wish to review, which interim design submissions may include design criteria, drawings, diagrams and specifications setting forth the Project requirements. Interim design submissions shall be consistent with the Basis of Design Documents, as the Basis of Design Documents may have been changed through the design process set forth in this Section. On or about the time of the scheduled submissions, Design-Builder and Owner shall meet and confer about the submissions, with Design-Builder identifying during such meetings, among other things, the evolution of the design and any changes to the Basis of Design Documents, or, if applicable, previously submitted design submissions. Changes to the Basis of Design Documents, including those that are deemed minor changes under Section 9.3.1, shall be processed in accordance with Article 9. Minutes of the meetings, including a full listing of all changes, will be maintained by Design-Builder and provided to all attendees for review. Following the design review meeting, Owner shall review and approve the interim design submissions and meeting minutes in a time that is consistent with the turnaround times set forth in Design-Builder’s schedule.

2.4.3 Design-Builder shall submit to Owner Construction Documents setting forth in detail drawings and specifications describing the requirements for construction of the Work. The Construction Documents shall be consistent with the latest set of interim design submissions, as such submissions may have been modified in a design review meeting and recorded in the meetings minutes. The parties shall have a design review meeting to discuss, and Owner shall review and approve, the Construction Documents in accordance with the procedures set forth in Section 2.4.1 above. Design-Builder shall proceed with construction in accordance with the approved Construction Documents and shall submit one set of approved Construction Documents to Owner prior to commencement of construction.

2.4.4 Owner’s review and approval of interim design submissions, meeting minutes, and the Construction Documents is for the purpose of mutually establishing a conformed set of Contract Documents compatible with the requirements of the Work. Neither Owner’s review nor approval of any interim design submissions, meeting minutes, and Construction Documents shall be deemed to transfer any design liability from Design-Builder to Owner, or relieve the Design-Builder from its duty to utilize this standard of care in the performance of its duties.

2.4.5 To the extent not prohibited by the Contract Documents or Legal Requirements, the Owner may request that the Design-Builder prepare interim design submissions and Construction Documents for a portion of the Work to permit construction to proceed on that portion of the Work prior to completion of the Construction Documents for the entire Work. Interim design submissions shall be consistent with the Basis of Design Documents, as the Basis of Design Documents may have been changed through the design process set forth in this Section. On or about the time of the scheduled submissions, Design-Builder and Owner shall meet and confer about the submissions, with Design-Builder identifying during such meetings, among other things, the evolution of the design and any changes to the Basis of Design Documents, or, if applicable, previously submitted design submissions. Following the design review meeting, Owner shall review and approve the interim design submissions and meeting minutes in a time that is consistent with the turnaround times set forth in Design-Builder’s schedule.

2.5 Legal Requirements.

2.5.1 Design-Builder shall perform the Work in accordance with all Legal Requirements and shall provide all notices applicable to the Work as required by the Legal Requirements.

2.5.2 Subject to notice and scheduling provisions, the Contract Price and/or Contract Time(s) may be adjusted to compensate Design-Builder for the effects of any changes in the Legal Requirements enacted after the date of the Agreement affecting the performance of the Work, or if a Guaranteed Maximum Price is established after the date of the Agreement, the date the parties agree upon the Guaranteed Maximum Price. Such effects may include, without limitation, revisions Design-Builder is required to make to the Construction Documents because of changes

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in Legal Requirements. This Section 2.5.2 shall not apply where there is a Force Majeure event resulting in changes to the Legal Requirements, in which case, Section 8.3 will apply.

2.6 Government Approvals and Permits.

2.6.1 Except as identified in an Owner’s Permit List attached as Exhibit D to the Agreement, Design-Builder shall obtain and pay for all necessary permits, approvals, licenses, government charges and inspection fees required for the prosecution of the Work by any government or quasi-government entity having jurisdiction over the Project.

2.6.2 Design-Builder shall provide reasonable assistance to Owner in obtaining those permits, approvals and licenses that are Owner’s responsibility.

2.7 Design-Builder’s Construction Phase Services.

2.7.1 Unless otherwise provided in the Contract Documents to be the responsibility of Owner or a separate contractor, Design-Builder shall provide through itself or Subcontractors the necessary supervision, labor, inspection, testing, start-up, material, equipment, machinery, temporary utilities and other temporary facilities to permit Design-Builder to complete construction of the Project consistent with the Contract Documents.

2.7.2 Design-Builder shall perform all construction activities efficiently and with the requisite expertise, skill and competence to satisfy the requirements of the Contract Documents. DesignBuilder shall at all times exercise complete and exclusive control over the means, methods, sequences and techniques of construction.

2.7.3 Design-Builder shall employ only Subcontractors who are duly licensed and qualified to perform the Work consistent with the Contract Documents. Owner may reasonably object to DesignBuilder’s selection of any Subcontractor on the basis that the Design-Builder has not followed the Contract requirements or the procedures for selection of subcontractors, as set forth in Section 2.8.

If the Owner does not consent to the selection of any subcontractor, which consent shall not be unreasonably withheld, then the Design-Builder shall select or replace the subcontractor in compliance with the Contract requirement, at no cost or time impact to the Owner.

2.7.4 Design-Builder assumes responsibility to Owner for the proper performance of the Work of Subcontractors and any acts and omissions in connection with such performance. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Subcontractor or Sub-Subcontractor, including but not limited to any third-party beneficiary rights.

2.7.5 Design-Builder shall coordinate the activities of all Subcontractors. If Owner performs other work on the Project or at the Site with separate contractors under Owner’s control, Design-Builder agrees to reasonably cooperate and coordinate its activities with those of such separate contractors so that the Project can be completed in an orderly and coordinated manner without unreasonable disruption.

2.7.6 Design-Builder shall keep the Site reasonably free from debris, trash and construction wastes to permit Design-Builder to perform its construction services efficiently, safely and without interfering with the use of adjacent land areas. Upon Substantial Completion of the Work, or a portion of the Work, Design-Builder shall remove all debris, trash, construction wastes, materials, equipment, machinery and tools arising from the Work or applicable portions thereof to permit Owner to occupy the Project or a portion of the Project for its intended use.

2.8 Design-Builder Subcontracts

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2.8.1 The Design-Builder recognizes and accepts that the subcontractor and supplier selection and contracting procedures specified herein are intended to promote pricing or buyout of the construction in a fair and reasonable manner and to maintain fair and open competition. As such, the construction scope of work, except for services which are a part of the Design-Builder’s selfperformance of the General Conditions and field services, shall be procured based upon competitive bids awarded to the responsive and responsible bidder that offers the best value to the Project as agreed upon between Owner and Design-Builder, as defined below.

2.8.2 The Design-Builder shall develop lists of possible bidders to solicit bids for the Work Package(s). The Design-Builder shall conduct an outreach effort to attract broad interest among qualified bidders. It shall be the responsibility of the Design-Builder to contact potential bidders to develop a sufficient pool of bidders.

2.8.3 If the Design-Builder is proposing to use a prequalification process, the Design-Builder shall provide pre-bid subcontractor prequalification criteria to Owner for review. Prequalification criteria shall be consistent with those published by the California Department of Industrial Relations. Prequalification criteria will be submitted in writing to Owner for its review prior to use.

Owner will confirm that such prequalification criteria are fair and reasonable.

2.8.4 Owner may request notification of its prequalification selections, before notifying any subcontractor of those selections.

2.8.5 The Design-Builder shall secure the commitment to bid on each Work Package from a minimum of three (3) bidders for each trade, unless Design-Builder elects to self-perform that work as permitted herein. The Design-Builder shall invite Owner to all pre-bid conferences, outreach events, bid openings and scope interviews on the Work Package.

2.8.6 The Design-Builder shall respond to bid questions and issue addenda as necessary during the bid periods and at pre-bid conferences, preconstruction conferences and walkthroughs. When needed, the Design-Builder shall consult with Owner to address the questions and addenda.

2.8.7 In the event that Design-Builder obtains fewer than three bids, it shall provide Owner with a written justification of its efforts to obtain competition and, if it believes that it should proceed to award the subcontract with fewer than three (3) bidders, the justification therefore. No award shall be made where there are fewer than three (3) bidders without Owner's concurrence. Any sole source award must be issued consistently with Public Contract Code Section 3400 et seq.

Design-Builder should be aware that approval of award may be delayed when less than three (3) bids are obtained.

2.8.8 Owner shall be given reasonable and sufficient notice of bid openings for all subcontracts.

Design-Builder shall submit to Owner a written copy of cost estimated budget for that Work package/subcontract’s bid opening two (2) days before opening. Bid openings are to be held with Owner present.

2.8.9 Upon receipt of bids:

2.8.9.1 The Design-Builder shall record all bids received and provide recording sheets to Owner staff during the bid opening that include contractors budget/estimate for the work, the list of bidders, and any specific bid requirements that would deem a bidder nonresponsive. The bids will be tabulated in a pre-approved format which allows for comparison of each GMP budgeted line item for review by the Design-Builder and Owner.

The report shall also indicate all bids received and compare the lowest responsible, responsive bids with the cost estimate for that Work Package. Bidders should be discouraged from including clarifications and assumptions as these items may render the bidder nonresponsive to the scope requirements.

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2.8.9.2 The Design-Builder shall analyze the bid results for potential error, the spread of bid amounts, review the apparent low bids for responsiveness, responsibility and compliance with the Work Package. Scoping meetings with the subcontractors are allowed to determine if the bidders understood the scope of work. However, Owner should be present if such meeting takes place.

2.8.9.3 Responsibility is defined as a bidder who has demonstrated that they understand the Scope of Work and have the attribute of trustworthiness, as well as quality, fitness, capacity, and experience to satisfactorily perform the applicable Work at the Project Site.

2.8.9.4 Except where excused as a minor deviation or irregularity, in the sole discretion of the Owner, all non-responsive bids may be rejected. A bidder that is determined to be nonresponsible shall be rejected after a reasonable and fair hearing with a hearing officer appointed by the Owner, and the reasons therefore documented and provided to Owner.

2.8.10 Award shall be made to the responsive and responsible bidder that offers the best value to the Project. Design-Builder will notify Owner in writing, through the use of a Concurrence Letter, of the selected subcontractor, prior to awarding any subcontract. Design-Builder must allow time for the subcontractor approval process.

2.8.11 Before making award to a subcontractor or material supplier, the Design-Builder shall obtain a letter of concurrence from Owner. This letter concurs that the Design-Builder has followed the procurement procedure.

2.8.12 All subcontracts will be between the Design-Builder and the subcontractors. Subcontracts should be written to protect Owner from impacts and claims arising from the work. A copy of every subcontract shall be furnished to Owner at least five (5) calendar days prior to execution of the subcontract by Design-Builder. The Design-Builder shall be responsible to Owner for the acts and omissions of its agents and employees, suppliers, subcontractors performing work under a contract with the Design-Builder, and of its lower tier subcontractors, agents or employees. The DesignBuilder shall require each subcontractor to be bound to the Design-Builder by the terms of the Contract Documents, and to assume toward the Design-Builder all applicable obligations and responsibilities which the Design-Builder, by these Documents, assumes toward Owner. Said Contract shall preserve and protect the rights of Owner under the Contract Documents with respect to the Work to be performed by the subcontractors that the subcontracting thereof will not prejudice such rights. Where appropriate, the Design-Builder shall require each subcontractor to enter into similar Contracts with their subcontractors. The Design-Builder shall make available to each proposed subcontractor, prior to the execution of the subcontract, copies of the Contract Documents and the Contractor’s Construction Schedule, to which the subcontractor shall similarly make copies of such Contract Documents available to their sub-subcontractors. Each subcontractor will be bound by this Section. Subcontractors also shall be provided access to all RFI’s, Schedule Updates, and any other information that arises during the performance of the work. No subcontract or purchase order shall bind or purport to bind Owner. Each subcontract or purchase order shall provide, without requiring the prior consent of the relevant subcontractor or supplier, for assignment and delegation of such subcontract or purchase order by Design-Builder to Owner in the event of a default by the Design-Builder. If Owner elects to assume by assignment any subcontract or purchase order as described in this section, then Design-Builder shall enter into reasonable assignment documentation requested by Owner which may be required to effect such assignment.

The Design-Builder shall make no substitution for any subcontractor, person or entity previously selected without the prior written concurrence of Owner.

2.8.13 Every subcontract and purchase order of every tier shall include the provisions required by Section 12.1.6 of the Agreement and by Exhibit H thereto. Design-Builder shall furnish to Owner, upon request, a copy of any subcontract or purchase order for the purpose of confirming compliance with this Section.

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2.9 Design-Builder’s Responsibility for Project Safety.

2.9.1 Design-Builder recognizes the importance of performing the Work in a safe manner so as to prevent damage, injury or loss to (i) all individuals at the Site, whether working or visiting, (ii) the Work, including materials and equipment incorporated into the Work or stored on-Site or offSite, and (iii) all other property at the Site or adjacent thereto. Design-Builder assumes responsibility for implementing and monitoring all safety precautions and programs related to the performance of the Work. Design-Builder shall, prior to commencing construction, designate a Safety Representative with the necessary qualifications and experience to supervise the implementation and monitoring of all safety precautions and programs related to the Work. Unless otherwise required by the Contract Documents, Design-Builder’s Safety Representative shall be an individual stationed at the Site who may have responsibilities on the Project in addition to safety. The Safety Representative shall make routine daily inspections of the Site and shall hold weekly safety meetings with Design-Builder’s personnel, Subcontractors and others as applicable.

2.9.2 Design-Builder and Subcontractors shall comply with all Legal Requirements relating to safety, including but not limited to, all pertinent safety laws and regulations and orders of the State of California, Department of Industrial Relations, Division of Industrial Safety, and U.S.

Department of Labor, OSHA, as well as any Owner-specific safety requirements set forth in the Contract Documents, provided that such Owner-specific requirements do not violate any applicable Legal Requirement. Design-Builder will immediately report in writing any safety-related injury, loss, damage or accident arising from the Work to Owner’s Representative and, to the extent mandated by Legal Requirements, to all government or quasi-government authorities having jurisdiction over safety-related matters involving the Project or the Work.

2.9.3 Design-Builder’s responsibility for safety under this Section is not intended in any way to relieve Subcontractors and Sub-Subcontractors of their own contractual and legal obligations and responsibility for (i) complying with all Legal Requirements, including those related to health and safety matters, and (ii) taking all necessary measures to implement and monitor all safety precautions and programs to guard against injuries, losses, damages or accidents resulting from their performance of the Work.

2.9.4 Maintenance of Plant Operations and Equipment Redundancy. (a) General. Design-Builder shall plan, coordinate, and sequence the Work so as to maintain continuous plant operations and the existing level of treatment and process capacity, equipment redundancy, and operational reliability throughout the performance of the Work. Design-Builder shall furnish all temporary measures necessary to maintain plant operations and treatment performance for the duration of the Project. At no time shall the Work impair Owner's ability to operate the Plant in accordance with applicable permits and regulatory requirements. (b) Definitions. For purposes of this Section, with respect to each pumping station, process train, treatment unit, blower system, chemical feed system, electrical system, and other process or support system affected by the Work: "Installed Unit Count" means the number of discrete, independently operable units in service immediately prior to commencement of the affected Work; "Unit Rated Capacity" means the rated duty of each such unit, including flow, head, pressure, feed rate, or load as applicable; and "Firm Capacity" means the total capacity of the system with the largest single unit out of service.
(c) Sequencing Flexibility; Unit-for-Unit Replacement. Design-Builder may remove from service, isolate, or take out of operation more than one unit of a system at the same time, including all units of a system, where doing so benefits the Project schedule, provided that Design-Builder first furnishes, installs, tests, and places into operation temporary equipment that satisfies all of the following at all times during which the existing units are out of service:
(i) the number of discrete, independently operable temporary units equals or exceeds the Installed Unit Count of the system being taken out of service; (ii) each temporary unit has a rated capacity equal to or greater than the Unit Rated

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Capacity of the unit it replaces, and is capable of performing the full duty of that unit under all operating conditions the Plant may reasonably encounter during the period of replacement; (iii) the Firm Capacity of the temporary system equals or exceeds the Firm Capacity of the system being taken out of service; and
(iv) the temporary units are independent of one another to the same degree as the units they replace, such that the failure of any single temporary unit, power source, control, or connection does not reduce the temporary system below the Firm Capacity required by clause (iii).

Aggregate capacity alone does not satisfy this Section. Replacement of multiple units with a lesser number of higher-capacity temporary units is not permitted, regardless of total capacity provided, unless Owner approves the arrangement in writing in advance. (d) Supporting Systems. Temporary equipment furnished under this Section shall include all temporary power, standby power, controls, instrumentation, monitoring, alarms, piping, valves, electrical connections, containment, and appurtenances necessary for the temporary system to perform the full function of the units it replaces. Temporary systems shall be monitored and alarmed to Owner's operations staff on the same basis as the permanent systems they replace, or on such other basis as Owner approves in writing.
(e) Testing Before Removal. No existing unit shall be taken out of service until the temporary equipment required by this Section has been installed, tested, demonstrated to Owner's satisfaction to perform its required duty, and placed in operation. Design-Builder shall maintain on Site, or shall demonstrate its ability to mobilize within a period approved by Owner in writing, spare temporary units and critical spare parts sufficient to restore the required Firm Capacity in the event of a temporary equipment failure.
(f) Temporary Facilities and Shutdown Plan. Not less than ______ Days before any Work requiring the shutdown, removal from service, isolation, or impairment of existing equipment, Design-Builder shall submit for Owner's review a plan identifying the affected system, its Installed Unit Count, Unit Rated Capacity, and Firm Capacity; the temporary equipment proposed and how it satisfies subsection (c); the proposed duration of the outage; the testing and cutover sequence; the contingency measures if temporary equipment fails; and the sequence for restoring the permanent system. The plan shall be consistent with the shutdown constraints set forth in Exhibit J. Owner's review of, comment upon, or non-objection to any plan submitted under this Section shall not relieve Design-Builder of responsibility for construction means, methods, techniques, sequences, or procedures, or for compliance with this Section. (g) Maintenance, Removal, and Restoration. Design-Builder shall operate and maintain all temporary equipment for the duration of its use and shall remove it and restore all affected areas upon return of the permanent system to service. Temporary equipment remains the property of Design-Builder unless the Contract Documents provide otherwise. (h) Cost and Time. All temporary equipment and measures required by this Section are included in the Contract Price and the Contract Time(s), and Design-Builder shall not be entitled to any adjustment of the Contract Price or the Contract Time(s) on account of them. (i) Baseline. This Section does not obligate Design-Builder to provide unit count, capacity, redundancy, or reliability exceeding that in place immediately prior to commencement of the affected Work.

2.9.5 Within ten (10) Days after the date of the Notice to Proceed and before moving vehicles onto the Project Site, the Design-Builder shall submit to Owner the proposed Plan for vehicular and pedestrian traffic circulation, including the location and types of signs to be used. Thereafter, and not later than fifteen (15) Days prior to subsequent changes required by Owner for said circulation, sign locations and types, the Design-Builder shall submit revised plans to Owner.

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2.9.6 The Design-Builder shall conduct the operations in a manner that avoids injury or damage to adjacent property and improvements. Property such as, but not limited to, buildings, trees, shrubbery, lawns, pole lines, fences, guard rails, guide posts, culvert and Project markers, signs, structures, and other objects on or adjacent to the Project Site, that are not designated for removal, shall be protected from injury or damage. If damaged or removed due to DesignBuilder's operations, they shall be restored or replaced in as nearly the original condition and location as is reasonably possible. When ordered by Owner, the Design-Builder shall provide and install suitable safeguards to protect any object from injury or damage.

2.10 Design-Builder’s Warranty.

2.10.1 Design-Builder warrants to Owner that the construction, including all materials and equipment furnished as part of the construction, shall be new unless otherwise specified in the Contract Documents, of good quality, in conformance with the Contract Documents and free of defects in materials and workmanship.

2.10.2 Consolidated Warranty; Warranty Management.

2.10.3 Objective. Owner's objective is a single, unified warranty period covering the entire Work, commencing on Final Acceptance (the "Consolidated Warranty Period"). Design-Builder shall structure the Work and its subcontracts and purchase orders to achieve this objective to the greatest extent commercially reasonable, and shall minimize the number of separate warranties Owner is required to track and administer.

2.10.4 Warranty Matrix. Design-Builder shall prepare and maintain a warranty matrix identifying, for each system, item of equipment, and component: the warranty available, its duration, the event on which it commences, the entity providing it, and whether it is co-extensive with the Consolidated Warranty Period. Design-Builder shall submit the warranty matrix with the Proposal, shall update it with each subsequent pricing submission, and shall submit a final version prior to Substantial Completion. The matrix shall separately identify each warranty that would expire before the end of the Consolidated Warranty Period.

2.10.5 Extended Warranties; Owner Election. For each warranty identified under Section

2.1.2.2 as expiring before the end of the Consolidated Warranty Period, Design-Builder shall state the cost, priced as a separate line item, to extend or supplement that warranty so that it is coextensive with the Consolidated Warranty Period. Owner may elect to purchase any such extension, or may elect to accept the shorter period. Design-Builder shall obtain each extension Owner elects to purchase, and shall make all arrangements with the applicable supplier or manufacturer.

2.10.6 No Disproportionate Cost. Section 2.1.2.1 states an objective and shall not be construed to require Design-Builder to procure an extended or supplemental warranty at substantial cost absent Owner's written election under Section 2.1.2.3.

2.10.7 Where Design-Builder determines that aligning a particular warranty to the Consolidated Warranty Period would result in cost disproportionate to the benefit, Design-Builder shall so advise Owner in the warranty matrix, together with its basis and the cost, and the parties shall confer in good faith.

2.10.8 Single Point of Administration. Regardless of the duration of any individual warranty, Design-Builder is the single point of responsibility for all warranty obligations during the Consolidated Warranty Period, and Owner may proceed directly against Design-Builder without first proceeding against any subcontractor, supplier, or manufacturer. Design-Builder shall administer, pursue, and enforce all subcontractor, supplier, manufacturer, and special warranties on Owner's behalf during the Consolidated Warranty Period, and shall assign each such warranty to Owner, to the extent assignable, upon expiration of the Consolidated Warranty Period.

2.11 Correction of Defective Work.

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2.11.1 Design-Builder agrees to correct any Work that is found to not be in conformance with the Contract Documents, including that part of the Work subject to Section 2.10 hereof, within a period of one year from the date of Substantial Completion of the Work or any portion of the Work, or within such longer period to the extent required by any specific warranty included in the Contract Documents.

2.11.2 Design-Builder shall, within seven (7) days of receipt of written notice from Owner that the Work is not in conformance with the Contract Documents, take meaningful steps to commence correction of such nonconforming Work, including the correction, removal or replacement of the nonconforming Work and any damage caused to other parts of the Work affected by the nonconforming Work. If Design-Builder fails to commence the necessary steps within such seven (7) day period, Owner, in addition to any other remedies provided under the Contract Documents, may provide Design-Builder with written notice that Owner will commence correction of such nonconforming Work with its own forces. If Owner does perform such corrective Work, DesignBuilder shall be responsible for all reasonable costs incurred by Owner in performing such correction. If the nonconforming Work creates an emergency requiring an immediate response, the seven (7) day period identified herein shall be deemed inapplicable.

2.11.3 The one-year period referenced in Section 2.10 above applies only to Design-Builder’s obligation to correct nonconforming Work and is not intended to constitute a period of limitations for any other rights or remedies Owner may have regarding Design-Builder’s other obligations under the Contract Documents.

2.12 Construction Coordination and Schedule

2.12.1 General
A. Administrative and procedural requirements for planning, monitoring, and documenting the progress of construction during performance of the Work, including the following:

1. 60-day startup construction schedule;

2. Contractor’s Construction Schedule; and

3. Construction Progress Schedule reports.

2.12.2 Definitions
A. Activity: A discrete part of a project that can be identified for planning, scheduling, monitoring, and controlling the construction project. Activities included in a construction schedule consume time and resources.

1. Critical Activity: An activity on the critical path that must start and finish on the planned early start and finish times.

2. Predecessor Activity: An activity that precedes another activity in the network.

3. Successor Activity: An activity that follows another activity in the network.

B. Cost Loading: The allocation of the schedule of values for the completion of an activity as scheduled. The sum of costs for all activities must equal the total Contract Sum unless otherwise accepted by the Owner.

C. CPM: Critical path method, which is a method of planning and scheduling a construction project where activities are arranged based on activity relationships. Network calculations

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determine when activities can be performed and the critical path of Project.

D. Critical Path: The longest connected chain of interdependent activities through the network schedule that establishes the minimum overall Project duration and contains no float.

E. Day: Calendar Day unless specifically noted as Work Day.

F. Event: The starting or ending point of an activity.

G. Float: The measure of leeway in starting and completing an activity.

1. Float time is not for the exclusive use or benefit of either City or Contractor, but is a jointly owned, expiring Project resource available to both parties as needed to meet schedule milestones and Contract completion date.

2. Free float is the amount of time an activity can be delayed without adversely affecting the early start of the successor activity.

3. Total float is the measure of leeway in starting or completing an activity without adversely affecting the planned Project completion date.

4. Use of float suppression techniques such as software constraints, preferential sequencing, special lead/lag logic restraints, extended activity times, or imposed dates, other than as required by the Contract, shall be cause for the rejection of any schedule submitted by the Contractor.

H. Resource Loading: The allocation of manpower and equipment necessary for the completion of an activity as scheduled.

2.12.3 Submittals
A. Submittals shall include shop drawings and a schedule for delivery, including fabrication time.

B. Format for Submittals: Submit required submittals in the following format:

1. PDF electronic schedule file.

2. Working electronic copy of schedule file.

3. PDF file of narrative reports.

C. Submit a startup construction schedule within 15 days after receipt of the Owner's Notice to Proceed for Phase 2 Services, submit a preliminary schedule indicating planned operations during first 60 days of Phase 2.

1. Include cost of activities expected to be completed before submission and acceptance of the complete schedule.

2. Acceptance of cost-loaded, construction startup schedule will not constitute acceptance of schedule of values for cost-loaded activities.

3. The startup schedule shall include a schedule for the procurement of materials and equipment and a schedule for Submittals.

D. Submit a complete Contractor’s Construction Schedule (Baseline) in compliance with Section 2.12.6 with a network diagram within 30 days after receipt of the Owner's Notice to

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Proceed for Phase 2 Services. Show the complete network analysis system with logic ties for all major activities.

1. Size: as required to display entire network for entire construction period.

2. This schedule submittal will be reviewed by the Owner and returned to the Design-Builder within thirty (30) Days after submission. After receipt of review comments, Design-Builder shall resubmit a mutually acceptable system.

E. Submit a working electronic copy Contractor's Construction Schedule using software indicated in this Section, and labeled to comply with requirements for submittals. Provide hard copy in size able to display entire schedule for entire construction period.

F. Submit each of the reports listed following concurrent with CPM schedule. For each activity in reports include activity number, activity description, cost, original duration, remaining duration, early start date, early finish date, late start date, late finish date, and total float in calendar days.

1. Activity Report: List of all activities sorted by activity number and then early start date, or actual start date if known.

2. Logic Report: List of preceding and succeeding activities for all activities, sorted in ascending order by activity number and then early start date, or actual start date if known.

3. Total Float Report: List of all activities sorted in ascending order of total float.

4. Earnings Report: Compilation of Contractor's total earnings from the Notice to Proceed until most recent Application for Payment.

5. Critical path layout and report.

G. Submit a Narrative Report with each schedule submittal describing the following:

1. Project duration and variation from schedule;

2. Schedule status;

3. Milestone summary;

4. Critical Path Analysis;

5. Schedule progress;

6. Started, in-progress, and completed activities;

7. Change Notices and RFI’s;

8. Delays and Impacts;

9. Weather conditions;

10. Progress photos.

H. Submit Construction Progress Schedule with each Application for Payment indicating progress on all activities and implications on overall schedule. Construction Progress Schedule (monthly schedule update) is meant to only monitor the actual progress of work relative to the approved Baseline Schedule. It is not a substitute to the approved Baseline

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Schedule. Any schedule update that changes logic and duration or Contract Completion Date of the approved Baseline Schedule is not acceptable. Approved Baseline Schedule shall only be revised or superseded by a dully executed Revised Baseline Schedule Change Order.

I. Submit Recovery Schedule when periodic update indicates the Work is 14 or more calendar days behind the current accepted schedule, indicating means by which Contractor intends to regain compliance with the schedule.

1. The Contractor shall take all necessary measures to make up for such delay either by increasing staff, plant or facilities, or by amending its Work methods, whichever is applicable, with no change to the Contract Price.

2. Indicate changes to working hours, working days, crew sizes, and equipment required to achieve compliance, and date by which recovery will be accomplished.

2.12.4 Quality Assurance:

A. Comply with the requirements specified in the Contract Documents for Quality Assurance and Quality Control Requirements.

B. Scheduler Qualifications: An experienced scheduler in CPM scheduling and reporting, with capability of producing CPM reports and diagrams within 24 hours of Owner's request.

C. Preconstruction Conference: Refer to Section 2.1.16.. Review methods and procedures related to the preliminary construction schedule and Contractor's construction schedule, including the following:

1. Review software limitations and content and format for reports.

2. Verify availability of qualified personnel needed to develop and update schedule.

3. Discuss constraints, including phasing, interim milestones and maintaining City water deliveries.

4. Review delivery dates for City-furnished products.

5. Review schedule for work of City's separate contracts.

6. Review submittal requirements and procedures.

7. Review time required for review of submittals and resubmittals.

8. Review requirements for tests and inspections by independent testing and inspecting agencies.

9. Review time required for Project closeout and City startup and commissioning activities.

10. Review and finalize list of construction activities to be included in schedule.

11. Review procedures for updating schedule.

12. Review site safety, security, site access, operation hours, environmental monitoring, permits and requirements.

2.12.5 Coordination:

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A. The Contractor has the obligation and responsibility at all times to plan and monitor all of its activities, anticipating and scheduling its staff, subcontractors, materials, plant and Work methods in a manner that is likely to ensure completion of the Work in accordance with the terms and conditions of the Contract.

B. Contractor will coordinate preparation and processing of schedules and reports with performance of construction activities and with scheduling and reporting of separate contractors. Contractor must notify Owner when equipment of components arrive, or are expected to arrive; their assistance may be needed in uncrating or exposing materials for inspection.

C. Coordinate Contractor's Construction Schedule with the Schedule of Values, submittal schedule, progress reports, payment requests, and other required schedules and reports.

1. Secure time commitments for performing critical elements of the Work from entities involved.

2. Coordinate each construction activity in the network with other activities and schedule them in proper sequence.

D. The Contractor must have the scheduler onsite regularly or in collaboration with someone onsite. The Project Manager or Project Engineer can serve this role for the Contractor.

2.12.6 Contractor’s Construction Schedule, General:

A. Time Frame: Extend schedule from date established for Notice to Proceed for Phase 2 to date of Substantial Completion.

1. Contract completion date shall not be changed by submission of a schedule that shows an early completion date, unless specifically authorized by Change Order.

B. Activities: Establish a separate numbered activity for each main element of the Work.

Comply with the following:

1. Activity Duration: Define activities so no activity is longer than 20 days, unless specifically allowed by Owner. The durations shall be determined based upon resource planning under contractually-defined on-site work conditions. The Owner may require that the duration of major activities be calculated by the scheduling software based on of the planned rate of daily production. In calculating activity durations, normal inclement weather shall be considered.

2. Critical Path Activities: Include procurement process activities for long lead items and major items, requiring a cycle of more than 60 days, as separate activities in schedule. Critical path cycle activities include, but are not limited to, submittals, acceptance, purchasing, fabrication, and delivery.

3. Submittal Review Time: Include review and resubmittal times indicated in Submittal Requirements, in schedule. Coordinate submittal review times in Contractor’s construction schedule with submittal schedule. Contractor must submit all submittals 90 days prior to startup to allow for review and approval by the City, unless another time frame is specified elsewhere in the Contract Documents.

4. Startup and Testing Time: Include no fewer than 30 days for startup and testing.

Include a pre-commissioning meeting to discuss plan with the Owner 3 to 6 months before startup and testing is scheduled to begin.

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5. Substantial Completion: Indicate completion in advance of date established for Substantial Completion, and allow no fewer than 30 days for Owner’s administrative procedures necessary for certification of Substantial Completion.

6. Punch List and Final Completion: Include not more than 45 days for completion of punch list items and final completion.

C. Constraints: Include constraints and work restrictions indicated in the Contract Documents and as follows in schedule, and show how the sequence of the Work is affected.

1. Phasing: Arrange list of activities on schedule by phase.

2. Products Ordered in Advance: Include a separate activity for each product, including delivery dates. Delivery dates should stipulate the earliest possible delivery date.

3. Work Restrictions: Show the effect of the following items on the schedule:
(a) Coordination with existing construction;
(b) Limitations of continued occupancies;
(c) Uninterruptible services;
(d) Partial occupancy before Substantial Completion;
(e) Use of premises restrictions;
(f) Provisions for future construction;
(g) Seasonal variations and inclement weather;
(h) Environmental control/ permitting;
(i) Specified work sequences and constraints; and
(j) Site access, security, and rights of adjacent neighbors.

4. Work Stages: Indicate important stages of construction for each major portion of the Work, including, but not limited to, the following:
(a) Subcontract awards;
(b) Submittals;
(c) Purchases;
(d) Mockups;
(e) Fabrication;
(f) Sample testing;
(g) Deliveries;
(h) Installation;

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(i) Functional testing;
(j) Start-up;
(k) Commissioning;
(l) Performance testing;
(m) Training;
(n) Tests and inspections;
(o) Adjusting;
(p) Curing;
(q) Startup and placement into final use and operation; (r) Project closeout and final cleaning; and
(s) Demobilization.

5. Construction Areas: Identify each major area of construction for each major portion of the Work. Indicate where each construction activity within a major area must be sequenced or integrated with other construction activities to provide for the following:
(a) Earthworks and excavation;
(b) Structural completion;
(c) Completion of mechanical installation;
(d) Completion of electrical and instrumentation installation; (e) Completion of SCADA integration;
(f) Functional testing;
(g) Start-up;
(h) Commissioning;
(i) Performance testing;
(j) Training; and
(k) Substantial Completion.

6. Other constraints and Work Restrictions.

D. Milestones: Include milestones indicated in the Contract Documents in schedule, including, but not limited to, the Notice to Proceed, proposed Shutdowns, Substantial Completion, and final completion, and the appropriate interim milestones.

E. Computer Scheduling Software: Prepare schedules using current version of a program that has been developed specifically to manage construction schedules.

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1. Use Primavera P6.

2. Settings: The Contractor is required to provide to the Owner all of the software settings it has used in the baseline schedules and updates. Examples of the information required are: Calendar settings, User Preferences, Administrative Preferences, Schedule Settings, etc.

3. Contractor must incorporate separate calendars as appropriate to identify all tasks subject to permits and work restrictions described in the specifications.

F. Contract Modifications:

1. For each proposed contract modification that may impact the overall schedule, prepare a time-impact analysis using a network fragnet to demonstrate the effect of the proposed change on the overall project schedule. Logically connect approved Contract changes into the CPM schedule. Each change will be identified by number and description, and activities/milestones will be added to record the following:
(a) Date the change was identified;
(b) Date the change was priced (if applicable); and
(c) Start and finish dates of the changed Work.

2. Extensions of the Contract Times must be substantiated by a complete schedule demonstration showing the cause and effect of the relevant issue on the thencurrent critical path.

3. Contract modification proposals must be submitted by the contractor within 5 working days or the next weekly meeting. Contract modification proposals must be submitted in writing and documented via email or letter.

G. Initial Issue of Schedule: Prepare initial network diagram from a sorted activity list indicating straight "early start-total float." Identify critical activities. Prepare tabulated reports showing the following:

1. Contractor or subcontractor and the Work or activity;

2. Description of activity;

3. Main events of activity;

4. Immediately preceding and succeeding activities;

5. Early and late start dates;

6. Early and late finish dates;

7. Activity duration in workdays;

8. Total float or slack time;

9. Average size of workforce; and

10. Dollar value of activity (coordinated with the schedule of pay items).

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H. Schedule Updating: The CPM Progress Schedule shall show the projected completion date of the Work based on the progress information inserted into it, without changes to the schedule logic or the original duration of any activity. The Contractor shall use the retained logic option when executing schedule calculation. The Contractor should update the schedule monthly to reflect changes and show accurate timelines. Concurrent with making revisions to schedule, prepare tabulated reports showing the following:

1. Identification of activities that have changed;

2. Changes in early and late start dates;

3. Changes in early and late finish dates;

4. Changes in activity durations in workdays;

5. Changes in the critical path;

6. Changes in total float or slack time; and

7. Changes in the Contract Time.

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I. Value Summaries: Prepare two cumulative value lists, sorted by finish dates.

1. In first list, tabulate activity number, early finish date, dollar value, and cumulative dollar value.

2. In second list, tabulate activity number, late finish date, dollar value, and cumulative dollar value.

3. In subsequent issues of both lists, substitute actual finish dates for activities completed as of list date.

4. Prepare list for ease of comparison with payment requests; coordinate timing with progress meetings.
(a) In both value summary lists, tabulate "actual percent complete" and "cumulative value completed" with total at bottom.

2.12.7 Contractor’s Look-Ahead Schedules:

A. Contractor will develop and maintain a detailed look-ahead schedule and follow the following procedures:

1. Contractor shall list all completed, in progress, and upcoming activities for previous week, the current week, and the next two weeks upcoming;

2. Contractor shall show significant activities with actual start and completion dates;

3. Contractor shall present the look-ahead schedule at the weekly progress meetings as described in Project Meetings.

2.12.8 Acceptance of Schedules:

1. Owner review and acceptance of schedules does not waive any contract requirements and does not relieve the Design-Builder of any obligation or responsibility for submitting complete and accurate information.
2 If the Design-Builder fails to submit any of the schedule submittals, or to meet the scheduling requirements, including but not limited to update requirements, for a period of thirty (30) Days or more beyond the required submittal date, progress payments may be withheld until such time as the Design-Builder submits the required scheduling submittals in compliance with the Contract Documents.

Article 3
Owner’s Services and Responsibilities

3.1 Duty to Cooperate.

3.1.1 Owner shall, throughout the performance of the Work, cooperate with Design-Builder and perform its responsibilities, obligations and services in a timely manner to facilitate Design-Builder’s timely and efficient performance of the Work and so as not to delay or interfere with Design-Builder’s performance of its obligations under the Contract Documents.

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3.1.2 Owner shall provide timely reviews and approvals of interim design submissions and Construction Documents consistent with the turnaround times set forth in Design-Builder’s schedule.

3.1.3 Owner shall give Design-Builder timely notice of any Work that Owner notices to be defective or not in compliance with the Contract Documents.

3.2 Furnishing of Services and Information.

3.2.1 Notwithstanding the provision of certain documents from the Owner, The Design-Builder shall investigate the Project Site to ascertain conditions affecting necessary procedure and sequence of work operations for execution of the Contract, and to ascertain Project Site conditions, character, quality and quantity of surface and subsurface materials that will be encountered. The Design-Builder shall verify all dimensions in the field and shall check field conditions continuously during construction. Owner assumes no responsibility whatsoever in respect to the Design-Builder's interpretation of subsurface investigations. There is no guarantee or warranty, either expressed or implied, that conditions indicated in the Contract Documents, are representative of those existing throughout the Work, or any part of it, or that unexpected developments may not occur.

3.2.2 All soil and test hole data, groundwater elevations, and soil analyses shown on the Plans or included in the Contract Documents apply only at the location of the test holes and to the depths indicated. Soil test reports for test holes which have been drilled are available for inspection at the office of Owner. Additional subsurface exploration may be performed by the Design-Builder at its own expense.

3.2.3 The indicated groundwater elevation is that which existed on the date specified in the data.

It is the Design-Builder’s responsibility to determine and allow for the groundwater elevation on the date the Work is performed. A difference in groundwater elevation between what is shown in the soil boring logs and what is actually encountered during construction will not be considered as a basis for extra work.

3.2.4 If discovery is made of items of archaeological or paleontological interest, the DesignBuilder shall immediately cease excavation in the area of discovery and shall not continue until ordered by Owner. When resumed, excavation operations within the area of discovery shall be as directed by Owner. Discoveries which may be encountered may include, but not be limited to, dwelling sites, stone implementations or other artifacts, animal bones, human bones, and fossils.

3.2.5 Rights of entry for the Work will be provided by Owner pursuant to the Contract Documents. Unless otherwise provided in the Contract Documents, the Design-Builder shall make arrangements, pay for, and assume all responsibility for acquiring, using, and disposing of additional work areas and facilities that may be temporarily required to perform the Work. The Design-Builder shall indemnify and hold Owner harmless from all claims for damages caused by such actions.

3.3 Financial Information.

3.3.1 Design-Builder shall cooperate with the reasonable requirements of Owner’s lenders or other financial sources. Notwithstanding the preceding sentence, after execution of the Agreement Design-Builder shall have no obligation to execute for Owner or Owner’s lenders or other financial sources any documents or agreements that require Design-Builder to assume obligations or responsibilities greater than those existing obligations Design-Builder has under the Contract Documents.

3.4 Owner’s Representative.

3.4.1 Owner’s Representative shall be responsible for providing Owner-supplied information and

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approvals in a timely manner to permit Design-Builder to fulfill its obligations under the Contract Documents. Owner’s Representative shall also provide Design-Builder with prompt notice if it observes any failure on the part of Design-Builder to fulfill its contractual obligations, including any errors, omissions or defects in the performance of the Work. Owner’s Representative shall communicate regularly with Design-Builder and shall be vested with the authority to act on behalf of Owner.

3.5 Government Approvals and Permits.

3.5.1 Owner shall obtain and pay for all necessary permits, approvals, licenses, government charges and inspection fees set forth in the Owner’s Permit List attached as Exhibit D to the Agreement.

3.5.2 Owner shall provide reasonable assistance to Design-Builder in obtaining those permits, approvals and licenses that are Design-Builder’s responsibility.

3.6 Owner’s Separate Contractors.

3.6.1 Owner is responsible for all work performed on the Project or at the Site by separate contractors under Owner’s control. Owner shall contractually require its separate contractors to cooperate with, and coordinate their activities so as not to interfere with, Design-Builder in order to enable Design-Builder to timely complete the Work consistent with the Contract Documents.

Article 4
Hazardous Conditions and Differing Site Conditions

4.1 Hazardous Conditions.

4.1.1 Except as otherwise permitted in the Contract Documents, the Design-Builder agrees to accept sole responsibility for full compliance with any and all applicable present and future rules, regulations, restrictions, ordinances, statutes, laws and/or other orders of any governmental entity regarding the use, storage, handling, distribution, processing and/or disposal of hazardous wastes, extremely hazardous wastes, hazardous substances, hazardous materials, hazardous chemicals, toxic chemicals, toxic substances, pollutants, contaminants, or other similarly regulated substances (hereinafter referred to as "hazardous substances") regardless of whether the obligation for such compliance or responsibility is placed on the Owner of the land, on the Owner of any improvements on the premises, on the user of the land, or on the user of the improvements. Said hazardous substances shall include, but shall not be limited to gasoline, diesel and other fuels, lubricating oils and solvents.

4.1.2 Except for claims arising from Owner’s sole or active negligence or willful misconduct, the Design-Builder agrees that any damages, penalties or fines levied against Owner or the City and/or the Design-Builder as a result of noncompliance with any of the above shall be the sole responsibility of the Design-Builder and, further, that the Design-Builder shall indemnify and pay and/or reimburse Owner or the City for any damages, penalties or fines that Owner or the City incurs, or pays, as a result of noncompliance with this General Condition.

4.1.3 In the case of any hazardous substance spill, leak, discharge or improper storage on the premises, or contamination of same, by action or inaction of the Design-Builder, or anyone directly or indirectly employed or under contract to the Design-Builder, the Design-Builder agrees to make, or cause to be made, any necessary repairs or corrective actions, as well as to clean up and remove any leakage, contamination or contaminated ground. In the case of any hazardous substance spill, leak, discharge or contamination caused in whole or part by the Design-Builder, or by any of its subcontractors, employees, or agents, which affects Owner’s property, or property (ies) of

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Owner's tenant(s), the Design-Builder agrees to make, or cause to be made, any necessary repairs, or take corrective actions, to clean-up and remove any such spill, leakage or contamination to the extent required by applicable law or regulation.

4.1.4 If, after reasonable notice, the Design-Builder fails to repair, clean-up, properly dispose of, or take any other corrective action(s) as required by the Contract Documents, Owner may (but shall not be required to) take all steps it deems reasonably necessary to properly repair, clean-up or otherwise correct the condition(s) resulting from the spill, leak or contamination. Any such repair, clean-up or corrective action(s) taken by Owner shall be at Design-Builder's sole cost and expense, including any and all costs (including any administrative costs) which Owner incurs, or pays, as a result of any repair, clean-up or corrective action it takes.

4.1.5 If the Design-Builder installs or uses already installed underground storage tanks, pipelines or other improvements on the specified premises for the storage, distribution, use, treatment or disposal of any hazardous substances, the Design-Builder agrees, upon the expiration and/or termination of this Contract, to remove and/or clean up, at the sole option of Owner, the abovereferred to improvements. Said removal and/or clean-up shall be at Design-Builder's sole cost and expense, and shall be undertaken and completed in full compliance with all federal, state and local laws and regulations, as well as in compliance with the reasonable directions of Owner4.1.6DesignBuilder shall promptly supply Owner with copies of all notices, reports, correspondence and submissions made by the Design-Builder to any governmental entity regarding any hazardous substance spill, leak, discharge or clean-up, including all tests results.

4.1.6 Notwithstanding the foregoing sections of this General Condition:

4.1.6.1 Design-Builder shall not be held responsible for the presence or remediation of asbestos, asbestos-related materials, or any other hazardous substance, in any form whatsoever, as such materials and substances are defined by the Environmental Protection Agency or any other public authority, found on any property or structure that is the subject of services performed by Design-Builder under the Contract.

4.1.6.2 The Design-Builder’s obligation to remediate hazardous substances is limited to the Work identified in the Contract Documents. The Design-Builder has no obligation to identify, abate and/or remediate hazardous substances not directly affected by the Work; however, the Design-Builder will identify, abate and/or remediate hazardous substances not included in the scope of work as directed in writing by Owner.

4.1.6.3 The Design-Builder will be compensated for approved additional costs resulting from changes in regulations, restrictions, ordinances, statutes, laws and/or other orders of any governmental entity regarding the use, storage, handling, distribution, processing and/or disposal of hazardous wastes, extremely hazardous wastes, hazardous substances, hazardous materials, hazardous chemicals, toxic chemicals, toxic substances, pollutants, contaminants, or other similarly regulated substances.

4.1.6.4 Owner will retain title to all pre-existing hazardous substances removed as part of the Design-Builder’s work, and title shall not transfer to the Design-Builder. Owner agrees to sign all manifests as Owner of all such pre-existing hazardous substances. Hazardous substances introduced onto the Project Site by the Design-Builder shall remain titled to the Design-Builder.

4.1.6.5 To the fullest extent permitted by law, Owner shall indemnify, defend and hold harmless Design-Builder, Design Consultants, Subcontractors, anyone employed directly or indirectly by any of them, and their officers, directors, employees and agents, from and against any and all claims, losses, damages, liabilities and expenses, including reasonable attorneys’ fees and expenses, arising out of or resulting from the presence, removal or remediation of Hazardous Conditions at the Site which were not introduced to the Site by Design-Builder, Subcontractors or anyone for whose acts they may be liable.

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4.1.7 This General Condition and the obligation(s) contained therein, shall survive the expiration or earlier termination of this Contract.

4.2 Differing Site Conditions.

4.2.1 Concealed or latent physical conditions or subsurface conditions at the Site that (i) materially differ from the conditions indicated in the Contract Documents or (ii) are of an unknown and unusual nature, differing materially from the conditions ordinarily encountered and generally recognized as inherent in the Work are collectively referred to herein as “Differing Site Conditions” The Design-Builder shall immediately, and before any of the following conditions are disturbed, notify Owner, first verbally and later within seven (7) days of the verbal notification, with a properly documented notice.

4.2.2 Owner shall investigate such conditions, and if it finds that such conditions do materially differ and could not have been discovered, or reasonably inferred, from the Contract Documents or a thorough inspection of the Project Site by the Design-Builder, and such conditions cause an impact to the Contract pricing, or Work Completion Time, Owner may issue a Change Directive.

4.2.3 If the Design-Builder has not fully complied with the documentation and submittal requirements of the Contractor Potential Change Notice in accordance with the Contract, the Design-Builder shall be deemed to have waived its right to assert a claim for any adjustment to the Contract pricing, or Work Completion Time arising out of such differing Project Site conditions.

4.2.4 Should an agreement not be reached on a Change Order, pursuant to Article 9, the Owner may issue a Change Directive to have the Work performed. Such an Order is unilateral and the Work will be performed on a Time and Material basis. The Design-Builder shall be required to keep detailed records of all costs related to performing the Work and compensation for said work will be reconciled in a Change Order upon agreement of a lump sum price or completion of the Work, whichever occurs first.

4.2.5 Allocation of Differing Site Conditions Risk. Except for conditions expressly allocated to Design-Builder under the Contract Documents, Owner shall bear the risk of Differing Site Conditions first encountered during performance of Phase 2 Services. Design-Builder's entitlement to an adjustment of the Contract Price or the Contract Time(s) on account of a Differing Site Condition is governed exclusively by Sections 4.2.1 through 4.2.4 and Articles 8, 9, and 10 hereof.

Design-Builder shall not be entitled to any adjustment of the Contract Price or the Contract Time(s) on account of a condition of which Design-Builder had actual knowledge, or of which Design-Builder should have had knowledge through the exercise of the due diligence required of it under the Contract Documents, prior to submission of the Proposal.

Conditions encountered, or reasonably discoverable through the due diligence required of Design-Builder under the Contract Documents, during performance of Phase 1 Services shall be accounted for in the Proposal and included in the Contract Price, and shall not constitute Differing Site Conditions.

Design-Builder bears the burden of establishing its entitlement under this Section 4.2.

Article 5
Insurance and Bonds

5.1 Design-Builder’s Insurance Requirements.

5.1.1 Design-Builder is responsible for procuring and maintaining the insurance for the coverage amounts all as set forth in the Insurance Exhibit G to the Agreement. Coverage shall be secured

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from insurance companies authorized to do business in the state in which the Project is located, and with a minimum rating set forth in the Insurance Exhibit.

5.1.2 Design-Builder’s insurance policies shall specifically delete any design-build or similar exclusions that could compromise coverage’s because of the design-build delivery of the Project.

5.1.3 Prior to commencing any design and construction services hereunder, Design-Builder shall provide Owner with certificates and pertinent additional insured and other endorsements evidencing that (i) all insurance obligations required by the Contract Documents are in full force and in effect and will remain in effect for the duration required by the Contract Documents and (ii) no insurance coverage will be canceled, renewal refused, or materially changed unless at least thirty (30) days prior written notice is given to Owner and all other insureds. If any of the foregoing insurance coverage’s is required to remain in force after final payment , additional certificate(s) and endorsement(s) evidencing continuation of such coverage shall be submitted with the Final Application for Payment..

5.1.4 Owner and Design-Builder waive against each other and Owner’s separate contractors, Design Consultants, Subcontractors, agents and employees of each and all of them, all damages covered by property insurance provided herein, except such rights as they may have to the proceeds of such insurance. Design-Builder and Owner shall, where appropriate, require similar waivers of subrogation from Owner’s separate contractors, Design Consultants and Subcontractors and shall require each of them to include similar waivers in their contracts. These waivers of subrogation shall not contain any restriction or limitation that will impair the full and complete extent of its applicability to any person or entity unless agreed to in writing prior to the execution of this Agreement.

5.2 Bonds and Other Performance Security.

5.2.1 The Design-Builder shall file surety bonds with Owner to be approved by the office of the City Attorney in the amount and for the purposes noted below. Bonds issued by a surety who is listed in the latest version of U.S. Department of Treasury Circular 570, who is authorized to issue bonds in California, and whose bonding limitation shown in said circular is sufficient to provide bonds in the amount required by the Contract. Bonds from all other sureties shall be accompanied by all of the documents enumerated in Code of Civil Procedure 995.660(a). The Design-Builder shall pay all bond premiums, costs, and incidentals.

5.2.2 The Design-Builder shall provide Payment and Performance bonds on forms provided by Owner. The “Payment Bond” (Material and Labor bond) shall be for 100 percent (100%) of the Contract price, as amended from time to time, to satisfy claims of material suppliers and mechanics and laborers employed by it on the Work.

5.2.3 The Performance Bond shall be for one hundred percent (100%) of the Contract price as amended from time to time. Design-Builder shall submit the Payment Bond and the Performance Bond, each in a penal sum equal to one hundred percent (100%) of the Contract Price established by the Contract Price Amendment, no later than ten (10) days after execution of the Contract Price Amendment and in all events prior to Owner's issuance of the Notice to Proceed for Phase 2 Services. Owner shall have no obligation to issue the Notice to Proceed for Phase 2 Services until bonds conforming to this Section have been received and approved by the Office of the City Attorney.

Upon each adjustment of the Contract Price, Design-Builder shall, within ten (10) days, deliver such increased or additional bonds as are necessary to maintain penal sums equal to one hundred percent (100%) of the Contract Price as adjusted. The cost of such increased bonding shall be addressed in accordance with the Bonding Markup provisions of Article 7 of the Agreement.

Each surety shall be listed in the then-current U.S. Department of the Treasury Circular 570, shall be authorized to transact surety business in the State of California, and shall hold a current rating of "A" or better in the most recent A.M. Best's Insurance Reports. Bonds from any other surety shall

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be accompanied by all documents enumerated in Code of Civil Procedure section 995.660(a).

If Design-Builder is a joint venture, partnership, or other combination of entities, each bond shall name every DB Member as a principal.

5.2.4 Should any bond become insufficient, the Design-Builder shall renew the bond within 10 days after receiving notice from Owner.

5.2.5 Should any surety at any time be unsatisfactory to the Owner, notice will be given the Design-Builder to that effect. No further payment shall be deemed due or will be made under the Contract until a new surety shall qualify and be accepted by the Owner.

5.2.6 Changes in the Work or extensions of time made pursuant to the Contract shall in no way release the Design-Builder or surety from its obligations. Notice of such changes or extensions shall be waived by the surety.

Article 6
Payment

6.1 Schedule of Values.

6.1.1 Unless required by the Owner upon execution of this Agreement, within ten (10) days of execution of the Agreement, Design-Builder shall submit for Owner’s review and approval a schedule of values for all of the Work. The Schedule of Values will (i) subdivide the Work into its respective parts, (ii) include values for all items comprising the Work and (iii) serve as the basis for monthly progress payments made to Design-Builder throughout the Work.

6.1.2 The Owner will timely review and approve the schedule of values so as not to delay the submission of the Design-Builder’s first application for payment. The Owner and Design-Builder shall timely resolve any differences so as not to delay the Design-Builder’s submission of its first application for payment.

6.2 Monthly Progress Payments.

6.2.1 On or before the date established in the Agreement, Design-Builder shall submit for Owner’s review and approval its Application for Payment requesting payment for all Work performed as of the date of the Application for Payment. The Application for Payment shall be accompanied by all supporting documentation required by the Contract Documents, including but not limited to:

6.2.1.1 Unconditional releases of lien in the statutory form for all subcontractors and suppliers, through the prior payment application; and if Design/Builder is unable to do so for any subcontractor or supplier, Design/Builder shall provide a written explanation of the reasons.

6.2.1.2 Actual invoices for materials and equipment must be submitted with the Application for Payment (for cost reimbursable contracts). i. Early Procurement Equipment and Bulk Commodity Purchases.

Unless otherwise provided in the Contract Documents, up to one hundred percent (100%) of the invoiced amount may be paid on account of (a) materials and equipment procured under an Early Work Package or as long-lead procurement and identified as such in the applicable Early Work Package authorization or the Contract Price Amendment ("Early Procurement Equipment"), and (b) bulk quantities of commodity materials, including copper and other conductors, wire and cable, steel, and piping, purchased in advance

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of need with Owner's prior written approval in order to mitigate price escalation or supply availability risk ("Bulk Commodity Purchases"), in each case delivered and suitably stored for subsequent incorporation in the Work. Early Procurement Equipment and Bulk Commodity Purchases need not be delivered to or stored at the Project Site to be eligible for payment under this subsection, provided that the storage location, storage conditions, insurance, and lien status satisfy the requirements of Section 6.2.7. Design-Builder's request for approval of a Bulk Commodity Purchase shall identify the commodity, quantity, unit price, the basis for the quantity relative to the Work, and the escalation or availability risk to be mitigated.
ii. All Other Materials and Equipment. Unless otherwise provided in the Contract Documents, up to eighty percent (80%) of the invoiced amount may be paid on account of all other materials and equipment, other than Bulk Commodity Purchases and Early Procurement Equipment approved under subsection (i) above, delivered and suitably stored at the Project Site, or at another location approved by Owner in accordance with Section 6.2.7, for subsequent incorporation in the Work.
iii. Except with respect to Bulk Commodity Purchases approved under subsection (i) above, payment will not be made for any materials or equipment unless each individual piece of the material or equipment becomes a permanent part of the Work or the material or equipment is required by the Contract Documents and is specifically manufactured for the Project and could not be readily utilized or diverted to another job. Actual invoices for materials and equipment must be submitted with the Application for Payment. Bulk Commodity Purchases paid at one hundred percent (100%) shall be segregated and identified as Owner's property, shall not be diverted to any other project, and any portion not incorporated into the Work shall be credited to Owner at the invoiced amount or, at Owner's election, delivered to Owner. i.

6.2.2 Owner may withhold a payment in whole or in part to the extent reasonably necessary to protect Owner due to Owner’s determination that the Work has not progressed to the point indicated in the Application for Payment or that the quality of work is not in accordance with the Contract Documents. Owner may also withhold a payment because of subsequently discovered evidence which may nullify the whole or a part of an Application for Payment previously issued to such extent as may be necessary to protect Owner from loss for which the Design-Builder is responsible.

6.2.3 The Design-Builder’s Fee shall be included in each Application for Payment in an amount equal to the percentage, as proposed by the Design-Builder and included in the Contract, of the sum of the Cost of the Work including the General Conditions Costs submitted in the Application for Payment not to exceed the value allowed by the GMP revisions/change orders.

6.2.4 Reimbursable Cost of Work to be compensated for under a Cost Reimbursable basis method shall be priced and supported in the Application for Payment as outlined in the Cost of Work provisions of the Progressive Design-Build Agreement (DBIA Document No. 545). Cost of Work will be paid subject to Owner approval of acceptable backup for costs incurred, which shall include, but not be limited to timesheets, certified labor reports, materials and equipment receipts, and service receipts. Time and Material work shall be priced in the same manner as Reimbursable Cost of Work.

6.2.5 Where a lump sum price is agreed upon in writing, a cost breakdown of the Contract Lump Sum Value shall be submitted to the Owner for review and approval within thirty (30) Days after the Notice to Proceed. The approved cost breakdown schedule (Schedule of Values) will be the basis

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for determining the value of the monthly progress payment. The total value of all construction activities (including mobilization and demobilization) shall equal the total construction Contract Lump Sum Value.

6.2.6 Acceptance Testing and Performance Guarantees. Substantial Completion shall not be achieved, and Owner shall not be obligated to issue a Certificate of Substantial Completion, until DesignBuilder has successfully completed all Acceptance Tests and demonstrated attainment of all performance guarantees set forth in Exhibit B (Owner's Project Criteria).

If the Work fails any Acceptance Test, Design-Builder shall, at its sole cost and without adjustment to the Contract Price or the Contract Time(s), promptly investigate the cause, propose corrective measures for Owner's review, implement the approved corrective measures, and repeat the Acceptance Test until the applicable performance guarantee is demonstrated. Owner's reasonable costs of witnessing, sampling, laboratory analysis, and operating the facility during any retest shall be borne by Design-Builder and may be withheld from payments otherwise due.

Design-Builder's failure to achieve the performance guarantees on or before the Scheduled Substantial Completion Date shall not excuse or suspend the accrual of Liquidated Damages under Section 6.4.

6.2.7 Where Allowances have been used, the Design-Builder may be paid for Allowance items on the either a cost reimbursable or lump sum basis. The Design-Builders mark-up shall be all-inclusive of supervision and coordination and no additional compensation shall be allowed. An Allowance shall not be considered a change for the purposes of granting time extensions. Unused portions of a stipulated Allowance will not be paid to the Design-Builder and shall be deducted from the contract value at the completion of the Project via a deductive GMP change order.

6.2.8 Upon prior written approval from the Owner, the Application for Payment may request payment for equipment and materials not yet incorporated into the Project, provided that (i) Owner is satisfied that the equipment and materials are suitably stored at either the Site or another acceptable location, (ii) the equipment and materials are protected by suitable insurance and (iii) upon payment, Owner will receive the equipment and materials free and clear of all liens and encumbrances.

6.2.9 The Application for Payment shall constitute Design-Builder’s representation that the Work described herein has been performed consistent with the Contract Documents, has progressed to the point indicated in the Application for Payment, and that title to all Work will pass to Owner free and clear of all claims, liens, encumbrances, and security interests upon the incorporation of the Work into the Project, or upon Design-Builder’s receipt of payment, whichever occurs earlier.

6.3 Withholding of Payments.

6.3.1 On or before the date established in the Agreement, subject to the Retention provisions, Owner shall pay Design-Builder all amounts properly due. If Owner determines that Design-Builder is not entitled to all or part of an Application for Payment as a result of Design-Builder’s failure to meet its obligations hereunder, it will notify Design-Builder in writing at least five (5) days prior to the date payment is due. The notice shall indicate the specific amounts Owner intends to withhold, the reasons and contractual basis for the withholding, and the specific measures Design-Builder must take to rectify Owner’s concerns. Design-Builder and Owner will attempt to resolve Owner’s concerns prior to the date payment is due.

6.3.2 Notwithstanding anything to the contrary in the Contract Documents, Owner shall pay Design-Builder all undisputed amounts in an Application for Payment within the times required by the Agreement.

6.4 Design-Builder’s Payment Obligations.

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6.4.1 Design-Builder will pay Design Consultants and Subcontractors, in accordance with its contractual obligations to such parties, all the amounts Design-Builder has received from Owner on account of their work. Design-Builder will impose similar requirements on Design Consultants and Subcontractors to pay those parties with whom they have contracted. Design-Builder will indemnify and defend Owner against any claims for payment, stop payment notices, and mechanic’s liens as set forth in Section 7.3 hereof.

6.5 Substantial Completion.

6.5.1 Design-Builder shall notify Owner when it believes the Work, or to the extent permitted in the Contract Documents, a portion of the Work, is Substantially Complete. Within five (5) days of Owner’s receipt of Design-Builder’s notice, Owner and Design-Builder will jointly inspect such Work to verify that it is Substantially Complete in accordance with the requirements of the Contract Documents. If such Work is Substantially Complete, Owner shall prepare and issue a Certificate of Substantial Completion that will set forth (i) the date of Substantial Completion of the Work or portion thereof, (ii) the remaining items of Work that have to be completed before final payment, (iii) provisions (to the extent not already provided in the Contract Documents)

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establishing Owner’s and Design-Builder’s responsibility for the Project’s security, maintenance, utilities and insurance pending final payment, and (iv) an acknowledgment that warranties commence to run on the date of Substantial Completion, except as may otherwise be noted in the Certificate of Substantial Completion. The Certificate of Substantial Completion shall not relieve the Design-Builder of the responsibility to complete all work in accordance with the Contract Documents. Failure to include any items on the punch list shall not alter the responsibility of the Design-Builder to complete all work in accordance with the Contract Documents.

6.5.2 Substantial Completion occurs when all of the following conditions have been met:

6.5.2.1 The Design-Builder has submitted and Owner has approved in writing, such approval not to be unreasonably withheld, a certification by the Design-Builder and the lead Design Firm that construction of the Project, excepting the items on the Final Punch List, is complete and in all respects is in compliance with this Agreement.

6.5.2.2 A preliminary or temporary certificate of occupancy has been issued for the Project, where required by applicable law

6.5.2.3 The Design-Builder has delivered to Owner a red-lined set of “as-built” construction record drawings as required by the Contract Documents

6.5.2.4 All Utilities specified or required under this Agreement to be arranged for by the Design-Builder are connected and functioning properly

6.5.2.5 The Design-Builder and Owner have agreed in writing upon the Final Punch List (or, if they are unable to agree, Owner shall have prepared and issued the Final Punch List to the Design-Builder within 15 business days of the Design-Builder having submitted its proposed Final Punch List to Owner)

6.5.2.6 The Design-Builder has delivered to Owner written certification from the equipment manufacturers (including information technology systems and instrumentation and controls) that all major items of machinery and equipment included in the Project have been properly installed, performance tested, and commissioned in accordance with the manufacturers’ recommendations, warranties, and requirements

6.5.2.7 The Design-Builder has submitted written certification that all of the foregoing conditions have been satisfied and Owner has approved the Design-Builder’s certification, which approval shall be effective as of the date of the Design-Builder’s certification.

6.5.2.8 Design-Builder has successfully completed all Acceptance Tests and demonstrated attainment of all performance guarantees required by Exhibit B to the Agreement, and has delivered to Owner the complete test records, laboratory results, and certified test reports required by that Exhibit.

6.5.3 Upon Substantial Completion of the entire Work or, if applicable, any portion of the Work, Owner may at its sole discretion per DBIA Agreement No. 545, Section 8.3 release to Design-Builder portions of the retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion.

6.5.4 Owner, at its option, may use a portion of the Work which has been determined to be Substantially Complete, provided, however, that (i) a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in Section 6.5.1 above, (ii) DesignBuilder and Owner have obtained the consent of their sureties and insurers, and to the extent applicable, the appropriate government authorities having jurisdiction over the Project, and (iii) Owner and Design-Builder agree that Owner’s use or occupancy will not interfere with Design-Builder’s completion of the remaining Work.

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6.6 Final Completion and Final Payment.

6.6.1 When the Design-Builder considers that the Work is complete and ready for final inspection, it shall submit a Notice of Final Completion to Owner for inspection with certification that:

6.6.1.1 Work has been completed in accordance with Contract Documents and Certificate of Occupancy issued.

6.6.1.2 Work has been inspected by the Design-Builder for compliance with Contract Documents and all Punch List work has been completed.

6.6.1.3 All damaged or destroyed real, personal, public or private property has been repaired or replaced.

6.6.1.4 All required as-builts and close out documents have been submitted and accepted.

6.6.1.5 All operation and maintenance manuals and warranties have been submitted and accepted and all training and commissioning has been completed.

6.6.1.6 Work is ready for final inspection by Owner.

6.6.2 Owner will inspect to verify the status of completion with reasonable promptness after receipt of such certifications. The inspection of the Work will be done in accordance with the Contract provisions.

6.6.3 If Owner finds incomplete or defective work:

6.6.3.1 Owner may, at Owner’s sole discretion, either terminate the inspection or prepare a punch list and notify the Design-Builder in writing, listing incomplete or defective work.

6.6.3.2 The Design-Builder shall take immediate steps to remedy stated deficiencies. Upon completion and correction of all stated deficiencies, the Design-Builder shall send a second written certification to Owner that work is complete.

6.6.3.3 Owner will then re-inspect the Work.

6.6.3.4 Owner may, at Owner’s sole discretion, have a separate contractor make corrections and deduct the cost of the corrections from the Design-Builder’s final payment if the work is not promptly corrected.

6.6.4 Final Acceptance

6.6.4.1 Within 120 days after Substantial Completion, and after Owner has made the final inspection and is satisfied that the Work has been completed in accordance with the Agreement, and is satisfied that all submittals have been made and accepted, all asbuilts and record documents have been completed and accepted, all Change Orders executed, all final quantities agreed to, and all other Contract Requirements, except for possible future warranty and guarantee work have been accomplished, Owner shall issue a document evidencing Final Acceptance.

6.6.4.2 If Owner finds the Work to be complete, Owner will issue a Letter of Final Acceptance to the Design-Builder.

6.6.4.3 The Work shall be under the charge and care of the Design-Builder until Owner issues the Letter of Final Acceptance unless otherwise approved by Owner. The DesignBuilder shall take every precaution against injury or damage to the Work from the action

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of the elements or any other cause, whether arising from the execution or non-execution of the Work. The Design-Builder shall rebuild, repair, restore, and make good, at the DesignBuilder's expense, all injuries or damage to the Work occurring before acceptance of the Work.

6.6.5 Upon issuance of a Letter of Final Acceptance, the Design-Builder shall submit a Final Application for Payment, and Owner shall make final payment by the time required in the Agreement, provided that Design-Builder has achieved Final Completion.

6.6.6 At the time of submission of its Final Application for Payment, Design-Builder shall provide the following information:

6.6.6.1 An affidavit that there are no claims, obligations or liens outstanding or unsatisfied for labor, services, material, equipment, taxes or other items performed, furnished or incurred for or in connection with the Work which will in any way affect Owner’s interests;

6.6.6.2 A general release executed by Design-Builder waiving, upon receipt of final payment by Design-Builder, all claims, except those claims previously made in writing to Owner and remaining unsettled at the time of final payment;

6.6.6.3 Consent of Design-Builder’s surety, if any, to final payment;

6.6.6.4 All operating manuals, warranties and other deliverables required by the Contract Documents; and

6.6.6.5 Certificates of insurance confirming that required coverage’s will remain in effect consistent with the requirements of the Contract Documents.

6.6.7 Upon making final payment, Owner waives all claims against Design-Builder except claims relating to (i) Design-Builder’s failure to satisfy its payment obligations, if such failure affects Owner’s interests, (ii) Design-Builder’s failure to complete the Work consistent with the Contract Documents, including defects appearing after Substantial Completion and (iii) the terms of any special warranties required by the Contract Documents. After the date of Final Acceptance of the Work by Owner, no additional Claims or Change Requests may be submitted by Design-Builder.

6.6.8 Deficiencies in the Work discovered after Substantial Completion, whether or not such deficiencies would have been included on the Punch List if discovered earlier, shall be deemed warranty Work. Such deficiencies shall be corrected by Design-Builder under Sections 2.10 and

2.11 herein, and shall not be a reason to withhold final payment from Design-Builder, provided, however, that Owner shall be entitled to withhold from the Final Payment the reasonable value of completion of such deficient work until such work is completed.

Article 7
Indemnification

7.1 Patent and Copyright Infringement.

7.1.1 Design-Builder shall defend any action or proceeding brought against Owner based on any claim that the Work, or any part thereof, or the operation or use of the Work or any part thereof, constitutes infringement of any United States patent or copyright, now or hereafter issued. Owner shall give prompt written notice to Design-Builder of any such action or proceeding

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and will reasonably provide authority, information and assistance in the defense of same. DesignBuilder shall indemnify and hold harmless Owner from and against all damages and costs, including but not limited to attorneys’ fees and expenses awarded against Owner or Design-Builder in any such action or proceeding. Design-Builder agrees to keep Owner informed of all developments in the defense of such actions.

7.1.2 If Owner is enjoined from the operation or use of the Work, or any part thereof, as the result of any patent or copyright suit, claim, or proceeding, Design-Builder shall at its sole expense take reasonable steps to procure the right to operate or use the Work. If Design-Builder cannot so procure such right within a reasonable time, Design-Builder shall promptly, at Design-Builder’s option and at Design-Builder’s expense, (i) modify the Work so as to avoid infringement of any such patent or copyright or (ii) replace said Work with Work that does not infringe or violate any such patent or copyright.

7.1.3 Sections 7.1.1 and 7.1.2 above shall not be applicable to any suit, claim or proceeding based on infringement or violation of a patent or copyright (i) relating solely to a particular process or product of a particular manufacturer specified by Owner and not offered or recommended by Design-Builder to Owner or (ii) arising from modifications to the Work by Owner or its agents after acceptance of the Work. If the suit, claim or proceeding is based upon events set forth in the preceding sentence, Owner shall defend, indemnify and hold harmless Design-Builder to the same extent Design-Builder is obligated to defend, indemnify and hold harmless Owner in Section

7.1.1 above.

7.1.4 The obligations set forth in this Section 7.1 shall constitute the sole agreement between the parties relating to liability for infringement of violation of any patent or copyright.

7.2 Tax Claim Indemnification.

7.2.1 If, in accordance with Owner’s direction, an exemption for all or part of the Work is claimed for taxes, Owner shall indemnify, defend and hold harmless Design-Builder from and against any liability, penalty, interest, fine, tax assessment, attorneys’ fees or other expenses or costs incurred by Design-Builder as a result of any action taken by Design-Builder in accordance with Owner’s directive. Owner shall furnish Design-Builder with any applicable tax exemption certificates necessary to obtain such exemption, upon which Design-Builder may rely.

7.3 Payment Claim Indemnification.

7.3.1 Provided that Owner is not in breach of its contractual obligation to make payments to Design-Builder for the Work, Design-Builder shall indemnify, defend and hold harmless Owner from any claims or mechanic’s liens brought against Owner or against the Project as a result of the failure of Design-Builder, or those for whose acts it is responsible, to pay for any services, materials, labor, equipment, taxes or other items or obligations furnished or incurred for or in connection with the Work. Within three (3) days of receiving written notice from Owner that such a claim or mechanic’s lien has been filed, Design-Builder shall commence to take the steps necessary to discharge said claim or lien, including, if necessary, the furnishing of a mechanic’s lien bond. If Design-Builder fails to do so, Owner will have the right to discharge the claim or lien and hold Design-Builder liable for costs and expenses incurred, including attorneys’ fees.

7.4 Design-Builder’s General Indemnification.

7.4.1 To the fullest extent permitted by law, Design-Builder shall defend, indemnify and hold harmless Owner and any and all of Owner’s Council, Boards, officers, agents, employees, assigns and successors in interest from and against any and all suits, claims, causes of action, liability, losses, damages, demands or expenses (including, but not limited to, attorney’s fees and costs of litigation), (collectively, “Loss”) claimed by anyone (including Design-Builder and/or DesignBuilder’s agents or employees) by reason of injury to, or death of, any person(s)

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(including Design-Builder and/or Design-Builder’s agents or employees), or for damage to, or destruction of, any property (including property of Design-Builder and/or Design-Builder’s agents or employees) or for any and all other losses, founded upon or alleged to arise out of, pertain to, or relate to the Design-Builder’s and/or subcontractor’s performance of the Work on the Project, whether or not contributed to by any act or omission of Owner, or of any of Owner's Council, Boards, officers, agents or employees; Provided, however, that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from or relate to Design-Builder’s performance of a “Construction Contract” as defined by California Civil Code section 2783, this paragraph shall not be construed to require Design-Builder to indemnify or hold Owner harmless to the extent such suits, causes of action, claims, losses, demands and expenses are caused by the Owner’s sole negligence, willful misconduct or active negligence; Provided further that where such suits, claims, causes of action, liability, losses, damages, demands or expenses arise from DesignBuilder’s design professional services as defined by California Civil Code section 2782.8, DesignBuilder’s indemnity obligations shall be limited to allegations, suits, claims, causes of action, liability, losses, damages, demands or expenses arising out of, pertaining to, or relating to the DesignBuilder’s negligence, recklessness or willful misconduct in the performance of the Agreement.

7.4.2 If an employee of Design-Builder, Design Consultants, Subcontractors, anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable has a claim against Owner, its officers, directors, employees, or agents, Design-Builder’s indemnity obligation set forth in Section 7.4.1 above shall not be limited by any limitation on the amount of damages, compensation or benefits payable by or for Design-Builder, Design Consultants, Subcontractors, or other entity under any employee benefit acts, including workers’ compensation or disability acts.

7.4.3 Design-Builder’s obligation to defend the Owner and the other referenced indemnitees arises at the time such Loss is tendered to Design-Builder by the Owner and continues at all times until finally resolved, and/or decided by an adjudicatory body or a court of competent jurisdiction.

7.5 Owner’s General Indemnification.

7.5.1 Owner, to the fullest extent permitted by law, shall indemnify, hold harmless and defend Design-Builder and any of Design-Builder’s officers, directors, and employees, from and against claims, losses, damages, liabilities, including attorneys’ fees and expenses, for bodily injury, or death, and property damage or destruction (other than to the Work itself) but only in proportion to and to the extent resulting from the negligent acts or omissions of Owner, or Owner’s employees or agents who are directly under Owner’s authority or control (separate and distinct from DesignBuilder or others under Design-Builder’s authority or control) and for whose acts Owner may be liable.

7.6 Survival of Indemnities.

7.6.1 The provisions of this Article 7 shall remain operative following a termination of all other performance under this Agreement unless specifically extinguished in a writing signed as approved by the Design-Builder, the Owner and its City Attorney.

Article 8
Time

8.1 Obligation to Achieve the Contract Times.

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8.1.1 Design-Builder agrees that it will commence performance of the Work and achieve the Contract Time(s) in accordance with Article 6 of the Agreement.

8.1.2 The Design-Builder shall be permitted reasonable, uninterrupted access to the Project Site subject to the operational protocols in place and as revised from time to time. The Design-Builder shall cooperate with Owner to reasonably accommodate Owner's other work on the Project Site.

Design-Builder shall actively schedule plan and coordinate the sequence of the Work and shall not delegate such responsibility for coordination to subcontractors but rather shall actively and proactively schedule and lead subcontractor coordination.

8.1.3 The Design-Builder shall diligently prosecute the Work to completion. If Owner determines that the Design-Builder is failing to prosecute the Work in accordance with its approved schedule or the Project milestones, the Design-Builder shall, upon orders from Owner, immediately take steps to remedy the situation

8.1.4 All work performed and services provided hereunder by the Design-Builder shall conform to the highest professional standards for the construction industry in the State of California as applicable to a Design-Builder with prior successful experience in work similar in size and scope and complexity as the Work of the Contract Documents.

8.1.5 The Design-Builder shall give Owner full information in advance as to its plans for performing each part of its work. If at any time, Design-Builder’s actual progress is inadequate to meet the requirements of this Agreement, Owner may so notify Design-Builder who shall thereupon take such steps as may be necessary to improve its progress. A Recovery Schedule is required along with the submission of a monthly Progress Schedule Update if the monthly Progress Schedule Update shows a delay of more than two (2) weeks to the Contract Milestones. If within a reasonable period as determined by Owner, the Design-Builder does not improve performance to meet the currently approved Construction Schedule; Owner may require an increase in the DesignBuilder’s labor force, the number of shifts, overtime operations, and additional days of work per week, all without additional cost to Owner. Neither such notice by Owner nor Owner’s failure to issue such notice shall relieve Design-Builder of its obligation to achieve the quality of work and rate of progress required by this Agreement.

8.2 Delays to the Work.

8.2.1 If Design-Builder is delayed in the performance of the Work due to acts, omissions, conditions, events, or circumstances beyond its control and due to no fault of its own or those for whom Design-Builder is responsible, subject to compliance with Section 2.12, the Contract Time(s) for performance may be reasonably extended by Change Order. An excusable delay is a delay to the critical path of the Project and meets all of the following requirements:

8.2.1.1 It was not the responsibility of the Design-Builder under the Contract Documents and was beyond the control of Design-Builder;

8.2.1.2 It could not have been foreseen or avoided by Design-Builder;

8.2.1.3 It could not have been mitigated by Design-Builder;

8.2.1.4 It was not caused in whole or in part by Design-Builder, its subcontractors or agents;

8.2.1.5 Design-Builder has provided written notice to Owner of the delay act or event within seven (7) calendar days of its occurrence and thereafter satisfies all requirements in the Contract Documents for making a request for extension to the Project Schedules and Contract milestones. Pursuant to California Civil Code section 1511, the Parties agree that any failure to submit a timely and properly documented notice of delay or a

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request for extension of to the Project Schedules and Contract milestones shall constitute a waiver by Design-Builder of any claim for additional compensation, time or impact costs from Owner.

8.2.2 In addition to Design-Builder’s right to a time extension for those events set forth in Section

8.2.1 above, Design-Builder may be entitled to an appropriate adjustment of the Contract Price. A delay which is excusable must also meet the requirements for a compensable delay in order to be compensable. A Force Majeure delay is an excusable non-compensable delay. Owner shall make the final determination of Force Majeure delays. A delay due to financial issues of DesignBuilder or any of its subcontractors or suppliers, including bankruptcy or insolvency, is not an excusable delay. A non-excusable delay is also non-compensable. A compensable delay must be excusable and meet all of the following requirements:

8.2.2.1 The costs of delay requested could not be mitigated;

8.2.2.2 It was a result of a change directed by Owner, a Differing Site Condition, a material breach of the Agreement by Owner or resulting from the active negligence of Owner;

8.2.2.3 The Contract Documents do not preclude the claim for compensation;

8.2.2.4 The delay is not concurrent with a delay caused in whole or part by Design-Builder;

8.2.2.5 Design-Builder has satisfied all requirements in the Contract Documents for making a claim for compensation pursuant to a compensable delay in a timely manner.

8.2.3 If the Contractor Change Request is based in whole or in part on a delay of any kind or nature, the complete itemized proposal shall include the following information in addition to all other required information:

8.2.3.1 The date, nature and circumstances of each event regarded as a cause of the delay;

8.2.3.2 If the Design-Builder claims acceleration costs of scheduled performance or delivery, the basis upon which acceleration arose;

8.2.3.3 The identification of any documents and the substance of any oral communication known to the Design-Builder which substantiate, refute or concern such delay;

8.2.3.4 A Critical Path Method (CPM) schedule, including design, construction and commissioning corrected to reflect actual performance, showing delay impacts as separate tasks and Design-Builder’s mitigation of such impacts; and

8.2.3.5 The specific elements of Contract performance for which the Design-Builder may seek an equitable adjustment, including:
i. Identification of each Contract or schedule line item which has been or may be affected by such delay;
ii. To the extent practicable, identification of the delay and disruption in the manner and sequence of performance, and the effect on continued performance, which have been or may be caused by such delay; iii. Identification of labor, materials, or both, or other cost items including overhead and subcontractor costs, which have been or may be added, deleted or wasted by such delay, and a statement that the Design9.74 1784266.3 RM 7356.001 DBIA Document No. 535 Page 42
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Builder is maintaining records by some generally accepted accounting procedure which allows the separately identifiable direct costs due to the delay, and those not incurred as a result of the delay, to be readily identified and segregated; and
iv. Estimates of the necessary adjustments to Contract Amount, Contract Time and any other Contract provisions affected by the delay.

8.2.4 Claims for a compensable delay shall not be allowed for any costs incurred if the DesignBuilder fails to notify Owner in writing within seven (7) calendar days of the act or event causing the delay. The Design-Builder will have the burden of proving that the delay is both an excusable delay and a compensable delay. If an excusable delay is found to be a compensable delay, Owner will by Change Order extend the Work Completion Time for the increase in the time of performance and will adjust the total Contract Price. The Change Order will be the Design-Builder’s sole remedy arising out of the compensable delay. Pursuant to California Civil Code section 1511, the Parties agree that any failure to submit a timely and properly documented notice of excusable or compensable delay shall constitute a waiver by Design-Builder of any claim for additional compensation, time or impact costs from Owner.

8.3 Force Majeure

8.3.1 The term "Force Majeure" as employed herein shall mean an excusable, non-compensable delay which is one of the below listed types, to the extent that the event(s) delays the progress of critical path activities, are beyond the Design-Builder's control, were not anticipatable by DesignBuilder and could not be mitigated by Design-Builder, regardless of the cost of mitigation: acts of God (except as excluded herein), strikes (except those determined by Owner to be within the control of the Design-Builder), lockouts, or other industrial disturbances, acts of public enemies, terrorist acts, wars, blockades, insurrections, riots, epidemics, pandemics, earthquakes, hurricanes, tornadoes, orders by any court, board, department, commission or city or county of the United States or of any State, civil disturbances, explosions, rain or other adverse weather conditions, including fire (except fire which was the responsibility of the Design-Builder).

8.3.2 The Design-Builder's observance of non-sanctioned picket lines or other similar labor actions shall be considered a non-excusable delay under this Contract and, as such, is not a Force Majeure event.

8.3.3 Should either party be rendered unable, either wholly or in part, by an event of Force Majeure to fulfill its obligations under the Contract, the obligation(s) affected by such event of Force Majeure shall be suspended only during the continuance of the Force Majeure event. Suspension of Work is not required for a Force Majeure event. The party so affected shall give notice of the existence, extent and nature of such Force Majeure in writing to the other party within forty-eight (48) hours after the commencement of the Force Majeure event. The party so affected shall remedy such inability with all reasonable dispatch and shall use due diligence in this regard. Failure to give such notice shall result in the continuance of such party's obligation regardless of the extent of any existing Force Majeure event. Pursuant to California Civil Code section 1511, the Parties agree that any failure to submit a timely and properly documented notice and description of a Force Majeure event shall constitute a waiver by Design-Builder of any claim for additional compensation, time or impact costs from Owner.

8.3.4 Nothing within this Article shall restrict the Owner's rights to pursue a termination or suspension pursuant to the Contract Documents.

8.5 Liquidated Damages

8.5.1 Liquidated Damages are the specified dollar amount the Design-Builder shall pay to the

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Owner due to the Design-Builder's failure to complete the Work within the Substantial and/or Final Completion dates, or within Contract Milestones. Unless provided otherwise in the Contract Documents, Liquidated Damages are intended to cover Owner's administrative, inspection, project management, and professional services costs in the period of extended construction and shall not be construed to cover or apply to costs of completion of the Work, costs or delays resulting from defective work, property damage or any costs or damages covered by insurance of any type.

8.5.2 The parties recognize and agree that time is of the essence for this Contract. If Substantial Completion and/or Final Completion has not occurred on or before the scheduled Completion dates, or Work is not completed within the shutdown constraints of the Milestone Completion Dates set forth in Exhibit B of the DBIA Document No. 545, Owner will assess Liquidated Damages, as it is and will be impractical and extremely difficult to ascertain the actual damages which Owner will sustain in the event of and by reason of such delay. Liquidated Damages will be assessed for each missed milestone listed in Exhibit B of the DBIA Document No. 545 and thus may be cumulative.

Owner shall have the right to deduct said Liquidated Damages from any amount due or that may become due the Design-Builder, or to collect such Liquidated Damages from the Design-Builder or its surety. These Liquidated Damages shall not be construed as a penalty .

8.5.3 Execution of the Contract shall constitute agreement by Owner and Design-Builder that the amount specified in the Contract Documents is the minimum value of the costs and actual damage caused by the failure of the Design-Builder to complete the Work within the allotted time. Such sum is Liquidated Damages and may be deducted from payments due the Design-Builder if such delay occurs.

8.5.4 Owner expressly denies that any progress payments made after the scheduled completion date constitute a waiver of Liquidated Damages.

8.5.5 These provisions shall not prevent Owner, in the case of the Design-Builder's default under this Contract, from terminating the right of the Design-Builder to proceed as provided in the Contract Documents and seeking all damages and other remedies available to Owner under this Contract or by Law.

Article 9
Changes to the Contract Price and Time

9.1 Change Orders.

9.1.1 A Change Order is a written instrument issued after execution of the Agreement signed by Owner and Design-Builder, stating their agreement upon all of the following:

9.1.1.1 The scope of the change in the Work;

9.1.1.2 The amount of the adjustment to the Contract Price; and

9.1.1.3 The extent of the adjustment to the Contract Time(s).

9.1.2 All changes in the Work authorized by applicable Change Order shall be performed under the applicable conditions of the Contract Documents. Owner and Design-Builder shall negotiate in good faith and as expeditiously as possible the appropriate adjustments for such changes.

9.1.3 The Contract Pricing and Work Completion Time may only be changed by executed Change Order. Change Orders are generally bilateral signed by the Design-Builder and by Owner. Owner may also issue unilateral Change Orders, should there be an impasse on executing a bilateral agreement or time does not permit further negotiations.

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9.1.4 No extra work or change in the Contract Documents shall be made unless by a written Change Order approved by Owner. No claim for any change to the Contract Pricing or Work Completion Time shall be valid unless so ordered. A Change Order signed by the Design-Builder conclusively establishes the Design-Builder's agreement therewith, including the adjustment in the Contract Pricing and the Work Completion Time. Owner reserves the right to contract with any person or firm other than the Design-Builder for any or all changed work.

9.1.5 Accord and Satisfaction. It is the intent of Owner to settle each Change Order full and final at the time the Change Order is issued. Therefore, the following language will be deemed incorporated into all Change Orders:
"The undersigned hereby proposes and agrees to furnish any and all labor, material and equipment, including all overhead and profit, in strict accordance with the requirements of the original Contract Documents except as specifically above noted otherwise for the sum stated above, and that are required in connection with the above proposed change.

By signing the Change Order, the Design-Builder acknowledges and agrees, on behalf of himself, all subcontractors, and all suppliers, that the stipulated compensation includes payment for all work contained in the Change Order, plus all payment for the interruption of schedules, extended overhead costs, delay, all impacts, and ripple effect of cumulative impact on all other work under this Contract. The signing of the Change Order indicates that the Change Order constitutes the compensation (time and cost) set forth in the Change Order and comprises the total compensation due the Design-Builder, all subcontractors, and all suppliers, for the Work or change defined in the Change Order, including impact on unchanged work. The Design-Builder is in full mutual accord and satisfaction with the change, and that the time and /or cost under the Change Order constitute the total equitable adjustment owed the Design-Builder, all subcontractors, and all suppliers, as a result of the changes. The Design-Builder. on behalf of the Design-Builder, all subcontractors, and all suppliers, agrees to waive all right, without exception or reservation of any kind whatsoever, to file any further Claim related to this Change Order No further Claim or request for equitable adjustment of any type shall arise out of or as a result of this Change Order or the impact of this Change Order on the remainder of the Work under the Contract. The Design-Builder further agrees to indemnify and hold the Owner and its agents harmless from any further Claims, requests for equitable adjustment, or damages raised by subcontractors or suppliers at any tier, as a result of the Work under this Contract. The Design-Builder, on behalf of the Design-Builder, all subcontractors, and all suppliers, expressly waives the benefits of the provisions of Section 1542 of the Civil Code, which reads as follows: "A GENERAL RELEASE DOES NOT EXTEND TO

CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER

FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER

MUST HAVE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTOR." The Owner and the Design-Builder hereby agree that this Change Order constitutes full mutual accord and satisfaction for all time, all costs, and all impacts related directly to this Change Order."

9.1.6 Unilateral Change Order. In case of failure on the part of Owner and the Design-Builder to arrive at an agreement on the amount of a credit or an extra cost for a proposed change to the Contract Documents, a unilateral Change Order will be processed in the amount believed by Owner to be reasonable and the Design-Builder shall proceed with the Work. If the Design-Builder believes that the amount set forth in the unilateral Change Order is not a reasonable payment for the Work required the Design-Builder may file a Claim and request for review in accordance with Article 10.

9.1.7 No oral statement of any person including the Design-Builder's personnel shall in any manner or degree, modify or otherwise affect the terms of this Contract.

9.2 Work Change Directives.

9.2.1 A Work Change Directive is a written order prepared and signed by Owner directing a change in the Work prior to agreement on an adjustment in the Contract Price and/or the Contract Time(s).

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9.2.2 Owner and Design-Builder shall negotiate in good faith and as expeditiously as possible the appropriate adjustments for the Work Change Directive. Upon reaching an agreement, the parties shall prepare and execute an appropriate Change Order reflecting the terms of the agreement.

9.3 Minor Changes in the Work.

9.3.1 Minor changes in the Work do not involve an adjustment in the Contract Price and/or Contract Time(s) and do not materially and adversely affect the Work, including the design, quality, performance and workmanship required by the Contract Documents. Design-Builder may make minor changes in the Work consistent with the intent of the Contract Documents, provided, however, that Design-Builder shall promptly inform Owner, in writing, of any such changes and record such changes on the documents maintained by Design-Builder.

9.4 Contract Price Adjustments.

9.4.1 The increase or decrease in Contract Price resulting from a change in the Work shall be determined by one or more of the following methods:

9.4.1.1 Unit prices set forth in the Agreement or as subsequently agreed to between the parties;

9.4.1.2 A mutually accepted lump sum, properly itemized and supported by sufficient substantiating data to permit evaluation by Owner;

9.4.1.3 Costs, fees and any other markups set forth in the Agreement; or

9.4.1.4 If an increase or decrease cannot be agreed to as set forth in items 9.4.1.1 through

9.4.1.3 above and Owner issues a Work Change Directive, the cost of the change of the Work shall be determined by the reasonable expense and savings in the performance of the Work resulting from the change, including a reasonable overhead and profit, as may be set forth in the Agreement.

9.4.2 If unit prices are set forth in the Contract Documents or are subsequently agreed to by the parties, but application of such unit prices will cause substantial inequity to Owner or DesignBuilder because of differences in the character or quantity of such unit items as originally contemplated, such unit prices shall be equitably adjusted.

9.5 Emergencies.

9.5.1 In any emergency affecting the safety of persons and/or property, Design-Builder shall act, at its discretion, to prevent threatened damage, injury or loss. Any change in the Contract Price and/or Contract Time(s) on account of emergency work shall be determined as provided in this Article 9.

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Article 10
Contract Adjustments and Disputes

10.1 Requests for Contract Adjustments and Relief.

10.1.1 Claims. For purposes of this Article, “Claim” means a separate demand by the DesignBuilder for one of more of the following: (A) a time extension, (B) payment of money or damages arising from Work done by or on behalf of the Design-Builder pursuant to the Contract, or (C) an amount the payment of which is disputed by the City. In accordance with California Public Contract Code Section 20104.2 and Public Contract Code Section 9204, presuming Design-Builder has diligently pursued and exhausted the administrative procedures of the Contract, the procedures in this Article apply to claims between the Design-Builder and the City.

10.1.2 If the Design-Builder believes that it is entitled to relief against the Owner for any event arising out of or related to the Work or Project, Design-Builder shall provide written notice to the Owner of the basis for its claim for relief, as provided for in Articles 8 and 9. In the event that the Design-Builder does not accept the Owner's decision on a Change Order Request, the DesignBuilder must within 30 calendar days of a written rejection submit in writing and in electronic form to the Owner with all documentation which it believes relate to the issues it is raising ("Dispute Submittal"). All disputes and negotiations shall be documented by each Party in writing in accordance with the Agreement and shall state each claim specifically, show the calculation and basis for each claim for compensation and the schedule (including fragnet) analysis for each schedule demand. Any claim that lacks specific calculation or documentary support will not be considered, and will be a waiver of that claim so that no further administrative or judicial action may be taken. Pursuant to California Civil Code section 1511, the Parties agree that any failure to submit a timely and properly documented Contractor Change Request or Dispute Submittal shall constitute a waiver by Design-Builder of any claim for additional compensation, time or impact costs from Owner.

10.1.3 Certification of Dispute Submittal. Any claim, including without limitation any claim filed on behalf of or having its source in a claim by subcontractor, sub-subcontractor, or supplier, at any tier, which the Design-Builder chooses to make to Owner, shall be accompanied by the certification language set forth below signed by a responsible managing officer of the Design-Builder's organization, who has the authority to sign subcontracts or Purchase Orders on behalf of the Design-Builder, and who has personally investigated and confirmed the truth and accuracy of the matters set forth in such certification. Submission of certification in accordance herewith is a condition precedent to Owner's consideration of or decision on the claim and to the filing and maintenance of any legal action or proceeding to enforce or recover monies under such claim.

Failure to submit such a certification along with the claim shall result in the claim being returned to the Design-Builder without any decision, and shall waive the Design-Builder’s right to pursue the claim either on its own behalf or on behalf of such subcontractor or supplier.

10.1.4 The certification shall state: "“I hereby certify under penalty of perjury that I am a managing officer of (Design-Builder’s name) and that I have reviewed the Claim presented herewith on Design-Builder’s behalf and/or on behalf of (subcontractor’s/supplier's name(s)) and that the following statements are true and correct:

The facts alleged in or that form the basis for the Claim are true and accurate; and, Design-Builder does not know of any facts or circumstances, not alleged in the Claim, that by reason of their not being alleged render any fact or statement alleged in the Claim materially misleading; and,
Design-Builder has, with respect to any request for money or damages alleged in or that forms the basis for the Claim, reviewed the job cost records (including those maintained by Design-Builder and by any subcontractor or supplier, of any tier, that is asserting all or

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any portion of the Claim) and confirmed with mathematical certainty that the losses or damages suffered by Design-Builder and /or such subcontractor or supplier were in fact suffered in the amounts and for the reasons alleged in the Claim; and, Design-Builder has, with respect to any request for extension of time or claim of delay, disruption, hindrance or interference alleged in or that forms the basis for the Claim, reviewed the job schedules(including those maintained by Design-Builder and by any subcontractor or supplier, of any tier, that is asserting all or any portion of the Claim) and confirmed on an event-by-event basis that the delays or disruption suffered by DesignBuilder and /or such subcontractor or supplier were in fact experienced for the durations, in the manner, and with the consequent effects on the time and/or sequence of performance of the Work, as alleged in the Claim; and,
Design-Builder has not received payment from Owner for, nor has Design-Builder previously released Owner from any portion of the Claim." Design-Builder Signature Line

10.1.5 City’s Response. Upon receipt of a claim pursuant to this Article, the City shall conduct a reasonable review of the claim and provide a written response to the Design-Builder within 45 days of the date of the claim, identifying the portion of the claim that is disputed and the portion that is undisputed. Upon receipt of a claim, the City and the Design-Builder may, by mutual agreement, extend the time period provided in this subdivision.

10.1.5.1 All amounts that the City identifies in its response as undisputed must be processed and paid within 60 days of the City’s response. Pursuant to Public Contract Code section 9204(d)(4), if the City fails to pay within 60 days, undisputed amounts not paid will bear interest at 7 percent per annum.

10.1.5.2 If the City needs approval from its governing body to provide the Design-Builder a written statement identifying the disputed portion and the undisputed portion of the claim, and the City’s governing body does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a claim sent by registered mail or certified mail, return receipt requested, the City shall have up to (3) three days following the next duly publicly noticed meeting of the City’s governing body after the 45-day period, or extension, expires to provide the Design-Builder a written statement identifying the disputed portion and the undisputed portion.

10.1.6 Meet and Confer. If the Design-Builder disputes the City’s written response, or the City fails to respond within the time prescribed, the Design-Builder may so notify the City, in writing, either within 15 days of receipt of the City’s response or within 15 days of the City’s failure to respond within the time prescribed, respectively, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand, the City shall schedule a meet and confer conference within 30 days for settlement of the dispute.

10.1.7 Mediation. Within 10 business days following the conclusion of the meet and confer conference, if the claim or any portion of the claim remains in dispute, the City shall provide the Design-Builder a written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the claim shall be processed and made within 60 days after the City issues its written statement. If the City fails to pay within 60 days, undisputed amounts not paid will bear interest at 7 percent per annum. Any disputed portion of the claim, as identified by the Design-Builder in writing, shall be submitted to nonbinding mediation, with the City and the Design-Builder sharing the associated costs equally.

The City and Design-Builder shall mutually agree to a mediator within 10 business days after the disputed portion of the claim has been identified in writing, unless the parties agree to select a mediator at a later time.

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10.1.7.1 If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator.

10.1.7.2 For purposes of this section, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section.

10.1.7.3 Unless otherwise agreed to by the City and the Design-Builder in writing, the mediation conducted pursuant to this section shall excuse any further obligation under Public Contract Code Section 20104.4 to mediate after litigation has been commenced.

10.1.7.4 This section does not preclude the City from requiring arbitration of disputes under private arbitration or the Public Works Contract Arbitration Program, if mediation under this section does not resolve the parties’ dispute.

10.1.7.5 The mediation shall be held no earlier than the date the Design-Builder completes the Work or the date that the Design-Builder last performs Work, whichever is earlier. All unresolved claims shall be considered jointly in a single mediation, unless a new unrelated claim arises after mediation is complete.

10.1.8 Arbitration. Upon receipt of a claim, the City and the Design-Builder may mutually agree to waive, in writing, mediation and proceed directly to the commencement of a civil action or binding arbitration.

10.2 Legal Proceedings

10.2.1 Civil Actions. Procedures for civil actions to resolve claims of $375,000 or less between the City and the Design-Builder are governed pursuant to Public Contract Code Section 20104.4.

10.2.2 Government Code Claims. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra Work, disputed Work, construction claims and/or changed conditions, the Design-Builder must comply with the claim procedures set forth in Government Code Sections 900, et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to the extra Work, disputed Work, construction claims, and/or changed conditions have been followed by the Design-Builder. If no such Government Code claim is submitted, or if the prerequisite contractual requirements are not satisfied, no action against the City may be filed. A Government Code claim must be filed no earlier than the date the Work is completed or the date the Design-Builder last performs Work on the Project, whichever occurs first. A Government Code claim shall be inclusive of all unresolved claims unless a new unrelated claim arises after the Government Code claim is submitted.

10.2.3 Non-Waiver. The City’s failure to respond to a claim from the Design-Builder within the time periods described in this Article or to otherwise meet the time requirements of this Article shall result in the claim being deemed rejected in its entirety. A claim that is denied by reason of the City’s failure to have responded to a claim, or its failure to otherwise meet the time requirements of this section, shall not constitute an adverse finding with regard to the merits of the claim or the responsibility or qualifications of the Design-Builder.

10.2.4 Forum for Dispute Resolution . It is the express intention of the parties that all legal proceedings related to this Agreement or to the Project or to any rights or any relationship

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between the parties arising therefrom shall be solely and exclusively initiated and maintained in Santa Cruz County Superior Court. The Design-Builder and Owner each irrevocably consents to the jurisdiction of such courts in any such legal proceeding and waives any objection it may have to the laying of the jurisdiction of any such legal proceeding.

10.2.5 The prevailing party in any legal action or proceeding, or any other final, binding dispute proceeding upon which the parties may agree, shall be entitled to recover from the other party reasonable attorneys’ fees and expenses incurred by the prevailing party.

10.3 Duty to Continue Performance.

10.3.1 Unless provided to the contrary in the Contract Documents, Design-Builder shall continue to perform the Work and Owner shall continue to satisfy its payment obligations to DesignBuilder, pending the final resolution of any dispute or disagreement between Design-Builder and Owner.

Article 11
Suspension and Termination for Cause

11.1 Owner’s Right to Suspend Work.

11.1.1 Owner may suspend all or any part of the Work by written order signed by Owner ("Suspension Order"), without invalidating the Agreement, for such period or periods as it may deem necessary due to:

11.1.1.1 Any reason for the convenience of the Owner, with or without cause;

11.1.1.2 An order from a state or federal court or a government administrative agency; or

11.1.1.3 The Design-Builder's failure to perform any provision of the Contract Documents.

11.1.2 Upon receipt from Owner of a Suspension Order, the Design-Builder shall, unless the notice requires otherwise:

11.1.2.1 Immediately discontinue work on the date and to the extent specified in the notice;

11.1.2.2 Place no further orders or subcontracts for material, services, or facilities with respect to suspended work other than to the extent required in the notice;,

11.1.2.3 Promptly make every reasonable effort to obtain suspension in terms satisfactory to Owner of all orders, subcontracts and rental agreements to the extent they relate to performance of suspended work;

11.1.2.4 Continue to protect and maintain the Work including those portions on which work has been suspended; if the Design-Builder fails to properly provide for public safety, traffic, and protection of the Work during periods of suspension, Owner may elect to do so and back charge or deduct the cost thereof from monies due the Design-Builder. Such actions will not relieve the Design-Builder from liability.

11.1.2.5 Within three (3) days of the receipt of the Suspension Order, submit a suspension plan to Owner for acceptance. The plan shall describe how the DesignBuilder will store all materials in a manner so that the materials will not become an

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obstruction or become damaged in any way, what cost effective methods it will employ to prevent damage to or deterioration of the Work and otherwise protect the Work, how suitable drainage will be provided, what temporary structures will be necessary, and how the Design-Builder will prepare for resuming the Work for the least possible remobilization cost. After the plan is accepted, the Design-Builder shall implement it in accordance with instructions received from Owner; and

11.1.2.6 Take any and all measures to minimize costs associated with such suspension.

11.1.3 Under no circumstance shall a suspension absolve the Design-Builder or the DesignBuilder's sureties of the duties and responsibilities guaranteed under the performance and payment bond(s). The Design-Builder shall again proceed with the Work when it is ordered to do so in writing by Owner.

11.1.4 Design-Builder is entitled to seek an adjustment of the Contract Price and/or Contract Time(s) if its cost or time to perform the Work has been adversely impacted by any suspension of stoppage of the Work by Owner. If the Design-Builder intends to assert a claim for compensation or time extension under this Article, it must, and not withstanding any time limitations specified elsewhere in the Contract Documents, within seven (7) calendar days after receipt of notice to resume work, submit to Owner a Contractor Change Request setting forth the schedule impact and monetary impact of the suspension in sufficient detail to permit thorough analysis. Adjustment of work Completion Time, if appropriate, will be made pursuant to the provisions of the Contract Documents. Adjustment of the not to exceed contract amount, if any, will be within the Owner’s sole discretion and shall not in any event, exceed the cost of the extra work resulting from such suspension. Such cost, if any, shall be determined in accordance with the Contract Documents.

Pursuant to California Civil Code section 1511, the Parties agree that any failure to submit a timely and properly documented Contractor Change Request shall constitute a waiver by Design-Builder of any claim for additional compensation, time or impact costs from Owner.

11.1.5 Suspension due to a ruling of City, State or Federal Court -- The Suspension Order will identify the court or agency ruling which caused the suspension, and subject to Owner approval, may extend the Work Completion Time by the stated amount of time specified by the court or agency order. If the ruling causes suspension for an indefinite period of time and as a result a time extension cannot be established, the Suspension Order may also be for an indefinite period of time, subject to Owner approval. If the Suspension Order is issued because of acts or omissions of the Design-Builder, the Design-Builder shall not be entitled to a time extension or payment for any additional costs it incurs.

11.1.6 Suspension Resulting from Design-Builder’s Failure to Perform -- If a Suspension Order results from the Design-Builder's failure to satisfactorily perform any of the provisions of the Agreement, including but not limited to faulty workmanship, safety concerns, improper or inadequate manpower, equipment, supplies or supervision, or failure to perform the Work or pay employees, subcontractors or suppliers in a timely manner, the Suspension Order will identify the reason, or reasons, for the order. In this circumstance, no time extension will be authorized for the Design-Builder and any costs to the Design-Builder resulting from such Suspension Order will not be reimbursed by Owner. A Suspension Order issued under these circumstances will remain in effect until the Design-Builder has removed or corrected the grounds for the suspension, or the Suspension Order expires by its terms.

11.2 Owner’s Right to Perform and Terminate for Cause.

11.2.1 If Design-Builder persistently fails to (i) provide a sufficient number of skilled workers, (ii) supply the materials required by the Contract Documents, (iii) comply with applicable Legal Requirements, (iv) timely pay, without cause, Design Consultants or Subcontractors, (v) prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted, or (vi) perform material obligations under the Contract Documents, then Owner, in addition to any other rights and remedies provided in the

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Contract Documents or by law, shall have the rights set forth in Sections 11.2.2 and 11.2.3 below.

11.2.2 Upon the occurrence of an event set forth in Section 11.2.1 above, Owner may provide written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured, within seven (7) days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure, such problem, then Owner may give a second written notice to Design-Builder of its intent to terminate within an additional seven (7) day period. If Design-Builder, within such second seven (7) day period, fails to cure, or reasonably commence to cure, such problem, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration.

11.2.3 Upon declaring the Agreement terminated pursuant to Section 11.2.2 above, Owner may elect to:

11.2.3.1 Enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased or provided for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, DesignBuilder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, such excess shall be paid by Owner to DesignBuilder. Notwithstanding the preceding sentence, if the Agreement establishes a Guaranteed Maximum Price, Design-Builder will only be entitled to be paid for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expense, including attorneys’ fees and expenses, incurred by Owner in connection with the reprocurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Article 13 in the 545 Design Build Agreement hereof; or

11.2.3.2 Serve written notice upon the Design-Builder and its surety on its performance bond demanding satisfactory compliance with the Contract. i. If the surety assumes the Contract, all money which may become due the Design-Builder shall be payable to the surety as the Work progresses, subject to the terms of the Contract.
ii. If the surety does not assume the Contract and commence performance of the Work within twenty-one (21) days after receiving the Executive Director’s notice and demand, or fails to continue to comply, the Executive Director may remove the surety from the premises. If the surety bond has provisions contrary to this right, then the 60 day time limit stated elsewhere in this Contract shall apply.
iii. Upon any Surety default, Owner may then take possession of all material and equipment and complete the Work by use of its own forces, by letting the unfinished work to another Design-Builder, or by a combination of such methods. In any event, the cost of completing the Work shall be charged against the Design-Builder and its surety and may be deducted from any money due or becoming due from the Design-Builder. If the amount unpaid under the Agreement is insufficient for completion, the Design-Builder or surety shall pay to Owner within five

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(5) days after the completion and an itemized demand for payment from Owner, all costs and damages incurred by Owner in excess of the amount unpaid under the Agreement.

11.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Article 8 of the Agreement.

11.5 Bankruptcy of Owner or Design-Builder.

11.5.1 If either Owner or Design-Builder institutes or has instituted against it a case under the United States Bankruptcy Code (such party being referred to as the “Bankrupt Party”), such event may impair or frustrate the Bankrupt Party’s ability to perform its obligations under the Contract Documents. Accordingly, should such event occur:

11.5.1.1 The Bankrupt Party, its trustee or other successor, shall furnish, upon request of the non-Bankrupt Party, adequate assurance of the ability of the Bankrupt Party to perform all future material obligations under the Contract Documents, which assurances shall be provided within ten (10) days after receiving notice of the request; and

11.5.1.2 The Bankrupt Party shall file an appropriate action within the bankruptcy court to seek assumption or rejection of the Agreement within sixty (60) days of the institution of the bankruptcy filing and shall diligently prosecute such action.

If the Bankrupt Party fails to comply with its foregoing obligations, the non-Bankrupt Party shall be entitled to request the bankruptcy court to reject the Agreement, declare the Agreement terminated and pursue any other recourse available to the non-Bankrupt Party under this Article 11.

11.5.2 The rights and remedies under Section 11.5.1 above shall not be deemed to limit the ability of the non-Bankrupt Party to seek any other rights and remedies provided by the Contract Documents or by law, including its ability to seek relief from any automatic stays under the United States Bankruptcy Code or the right of Design-Builder to stop Work under any applicable provision of these General Conditions of Agreement.

Article 12
Electronic Data

12.1 Electronic Data.

12.1.1 The parties recognize that Contract Documents, including drawings, specifications and three-dimensional modeling (such as Building Information Models) and other Work Product may be transmitted among Owner, Design-Builder and others in electronic media as an alternative to paper hard copies (collectively “Electronic Data”).

12.2 Transmission of Electronic Data.

12.2.1 Owner and Design-Builder shall agree upon the software and the format for the transmission of Electronic Data. Each party shall be responsible for securing the legal rights to access the agreed-upon format, including, if necessary, obtaining appropriately licensed copies of the applicable software or electronic program to display, interpret and/or generate the Electronic Data.

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12.2.2 Neither party makes any representations or warranties to the other with respect to the functionality of the software or computer program associated with the electronic transmission of Work Product. Unless specifically set forth in the Agreement, ownership of the Electronic Data does not include ownership of the software or computer program with which it is associated, transmitted, generated or interpreted.

12.2.3 By transmitting Work Product in electronic form, the transmitting party does not transfer or assign its rights in the Work Product. The rights in the Electronic Data shall be as set forth in Article 5 of the Agreement. Under no circumstances shall the transfer of ownership of Electronic Data be deemed to be a sale by the transmitting party of tangible goods.

12.3 Electronic Data Protocol.

12.3.1 The parties acknowledge that Electronic Data may be altered or corrupted, intentionally or otherwise, due to occurrences beyond their reasonable control or knowledge, including but not limited to compatibility issues with user software, manipulation by the recipient, errors in transcription or transmission, machine error, environmental factors, and operator error.

Consequently, the parties understand that there is some level of increased risk in the use of Electronic Data for the communication of design and construction information and, in consideration of this, agree, and shall require their independent contractors, Subcontractors and Design Consultants to agree, to the following protocols, terms and conditions set forth in this Section 12.3.

12.3.2 Electronic Data will be transmitted in the format agreed upon in Section 12.2.1 above, including file conventions and document properties, unless prior arrangements are made in advance in writing.

12.3.3 The Electronic Data represents the information at a particular point in time and is subject to change. Therefore, the parties shall agree upon protocols for notification by the author to the recipient of any changes which may thereafter be made to the Electronic Data, which protocol shall also address the duty, if any, to update such information, data or other information contained in the electronic media if such information changes prior to Final Completion of the Project.

12.3.4 The transmitting party specifically disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, with respect to the media transmitting the Electronic Data. However, transmission of the Electronic Data via electronic means shall not invalidate or negate any duties pursuant to the applicable standard of care with respect to the creation of the Electronic Data, unless such data is materially changed or altered after it is transmitted to the receiving party, and the transmitting party did not participate in such change or alteration.

Article 13
Miscellaneous

13.1 Confidential Information.

13.1.1 Confidential Information is defined as information which is determined by the transmitting party to be of a confidential or proprietary nature and: (i) the transmitting party identifies as either confidential or proprietary; (ii) the transmitting party takes steps to maintain the confidential or proprietary nature of the information; and (iii) the document is not otherwise available in or considered to be in the public domain. The receiving party agrees to maintain the confidentiality of the Confidential Information and agrees to use the Confidential Information solely in connection

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with the Project.

13.1.2 The parties understand that all the material provided or produced under this Agreement may be subject to the California Public Records Act, Cal. Government Code section 6250, et seq., and that in the event of a request to the Owner for disclosure of such information, the Owner shall advise the Design-Builder of such request in order to give the Design-Builder the opportunity to object to the disclosure of any of its proprietary or confidential material. In the event of the filing of a lawsuit to compel such disclosure, the Owner will tender all such material to the court for judicial determination of the issue of disclosure and the Design-Builder agrees to intervene in such lawsuit to protect and assert its claims of privilege against disclosure of such material. The Design-Builder further agrees to defend, indemnify and save and hold harmless the Owner, its council, officers, agents and employees, from any claim, damages, expense, loss or costs arising out of the DesignBuilder’s intervention to protect and assert its claims of privilege against disclosure under this Article including, but not limited to, prompt reimbursement to the Owner of all reasonable attorney fees, costs and damages that the Owner may incur directly or may be ordered to pay by such court.

13.2 Assignment.

13.2.1 Neither Design-Builder nor Owner shall, without the written consent of the other assign, transfer or sublet any portion or part of the Work or the obligations required by the Contract Documents.

13.2.2 For purposes of this Contract, the terms “transfer” and “assign” shall include, but not be limited to, the following:

13.2.2.1 If the Design-Builder is a joint venture, a limited liability company, or a partnership, the transfer of fifty percent (50%) or more of the interest or membership in the joint venture, the limited liability company, or the partnership;

13.2.2.2 If the Design-Builder is a corporation, any cumulative or aggregate sale, transfer, merger, assignment, or hypothecation of fifty percent (50%) or more of the voting shares of the Design/Builder;

13.2.2.3 The dissolution by any means of Design-Builder; and

13.2.2.4 A change in business or corporate structure. Any such transfer, assignment, mortgaging, pledging, or encumbering of Design/Builder without the written consent of the Owner is a violation of this Contract and shall be voidable at Owner’s option and shall confer no right, title, or interest in or to this Contract upon the assignee, mortgagee, pledgee, encumbrance, or other lien holder, successor, or purchaser.

13.3 Successorship.

13.3.1 Design-Builder and Owner intend that the provisions of the Contract Documents are binding upon the parties, their employees, agents, heirs, successors and assigns.

13.4 Governing Law.

13.4.1 The Agreement and all Contract Documents shall be governed by the laws of the place of the Project, without giving effect to its conflict of law principles.

13.5 Severability.

13.5.1 If any provision or any part of a provision of the Contract Documents shall be finally determined to be superseded, invalid, illegal, or otherwise unenforceable pursuant to any applicable Legal Requirements, such determination shall not impair or otherwise affect the

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validity, legality, or enforceability of the remaining provision or parts of the provision of the Contract Documents, which shall remain in full force and effect as if the unenforceable provision or part were deleted.

13.6 No Waiver.

13.6.1 The failure of either Design-Builder or Owner to insist, in any one or more instances, on the performance of any of the obligations required by the other under the Contract Documents shall not be construed as a waiver or relinquishment of such obligation or right with respect to future performance.

13.7 Headings.

13.7.1 The headings used in these General Conditions of Contract, or any other Contract Document, are for ease of reference only and shall not in any way be construed to limit or alter the meaning of any provision.

13.8 Notice.

13.8.1 Whenever the Contract Documents require that notice be provided to the other party, notice will be deemed to have been validly given (i) if delivered in person to the individual intended to receive such notice, (ii) four (4) days after being sent by registered or certified mail, postage prepaid to the address indicated in the Agreement, or (iii) if transmitted by facsimile, by the time stated in a machine generated confirmation that notice was received at the facsimile number of the intended recipient.

13.9 Amendments.

13.9.1 The Contract Documents may not be changed, altered, or amended in any way except in writing signed by a duly authorized representative of each party.

13.10 No Third Party Beneficiary

13.10.1 It is expressly understood and agreed that the enforcement of the terms and conditions of the Contract, and all rights of action relating to such enforcement, shall be strictly reserved to the Owner and the Design-Builder, and that nothing contained in the Contract shall give or allow any claim or right of action by any other or third person under the Contract. It is the express intention of the Owner and the Design-Builder that any member of the public, subcontractor, supplier, material man, tradesman, vendor or other person or entity other than the Owner or the Design-Builder receiving services or benefits under the Contract shall be deemed to be an incidental beneficiary only. The foregoing shall not, however, impair Owner's status as a third party beneficiary of subcontracts of any tier for the performance of work or delivery of services, material or equipment to the Project.

13.11 Labor and Prevailing Wages

13.11.1 The Design-Builder, its agents, and employees shall be bound by and comply with applicable provisions of the California Labor Code and Federal, State, and local laws related to labor. The Design-Builder shall strictly adhere to the provisions of the California Labor Code. The Design-Builder shall forfeit to the Owner the penalties prescribed in the California Labor Code for violations. In accordance with the California Labor Code, the City has on file and will publish a schedule of prevailing wage rates for the types of work to be done under the Contract. California Labor Code wage requests can be found at: (list web address). Davis-Bacon, if applicable, can be found at: (list web address). The Design-Builder shall not pay less than these rates.

13.11.2 Each worker shall be paid subsistence and travel as required by the collective bargaining

9.88 1784266.3 RM 7356.001 DBIA Document No. 535 Page 56 Standard Form of General Conditions of Contract Between Owner and Design-Builder © 2010 Design-Build Institute of America
agreements on file with the State of California Department of Industrial Relations. The DesignBuilder's attention is directed to Section 1776 of the California Labor Code which imposes responsibility upon the Design-Builder for the maintenance, certification, and availability for inspection of such records for all persons employed by the Design-Builder or subcontractor in connection with the project. The Design-Builder shall agree through the Contract to comply with this Section 1776 and the remaining provisions of the California Labor Code. The Design-Builder shall comply with all DIR regulations, including but not limited to, DIR registration.

13.12 Payroll Records

13.12.1 Design-Builder and each subcontractor performing any portion of the Work under this Contract shall keep an accurate record, showing the name, address, social security number, work classification, straight time and overtime hours for each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, professional, salaried, or other employee employed by him or her in connection with the Work.

13.12.2 The payroll records of Design-Builder and each subcontractor (including payroll records for professional or salaried employees) shall be certified and shall be available for inspection at the principal office of Design-Builder.

13.12.3 Design-Builder shall file a certified copy of the payroll records (including those applicable to professional and salaried employees) with Owner within ten (10) days after receipt of a written request from Owner.

13.12.4 Design-Builder shall inform Owner of the location of said payroll records, including the street address, City and County, and shall, within five (5) working days, provide a notice of change of location and address of said payroll records.

13.12.5 In the event of noncompliance with the requirements of this clause, Design-Builder shall have ten (10) days in which to comply subsequent to receipt of written notice specifying in what respect it must comply. Should noncompliance exist after said ten (10) day period, Design-Builder shall, be subject to a fee of Fifty Dollars ($50.00) for each calendar day, or portion thereof, for each worker to whom the noncompliance pertains, until strict compliance is effectuated. Design-Builder acknowledges that, without limitation as to other remedies of enforcement available to Owner, upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement of the California Department of Industrial Relations, such penalties shall be withheld from progress payments then due Design-Builder.

13.13 Local Hiring

13.13.1 Design-Builder and Subcontractors shall comply with Santa Cruz Municipal Code (SCMC) Chapter 3.10, which is incorporated into the contract by reference. SCMC Chapter 3.10 specifically requires the City's contractors and their subcontractors to make good faith efforts to hire qualified individuals who are local residents, as workers on City public works projects valued greater than the limit for formal bidding (as set forth in Laws and Regulations) unless prohibited by Laws or Regulations.

13.13.2 Design-Builder and listed Subcontractors in the Subcontractor's Form must complete and submit to the City, after the award of the Contract and prior to City's issuance of the Notice to Proceed, the form entitled, "Good Faith Effort Statement for Local Hire," as contained in the Bidding Documents.

13.13.3 Design-Builder must also complete and submit to the City, on a weekly basis, documentation of local hiring. The “Local Hire Residency Compliance” must be submitted with certified payrolls.

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13.13.4 Failure to comply with any of the provisions of SCMC Chapter 3.10, including the maintenance of records, shall be deemed a breach of the contract and may result in the Contractor being declared “non-responsible” by the City and ineligible for the award of future City contracts.

13.14 Labor Discrimination

13.14.1 Attention is directed to the following sections of the Labor Code:

13.14.1.1 Section 1735. No discrimination shall be made in the employment of persons upon Public Works because of race, color, national origin or ancestry, or religion of such persons and every Contractor for Public Works violating this section is subject to all the penalties imposed for a violation of this chapter.

13.14.1.2 Section 1420. It shall be unlawful employment practice, unless based upon a bona fide occupational qualification, or except where based upon applicable security regulations established by the United States or the States or the State of California: for an employer, because of the race, religious creed, color, national origin, or ancestry of any person, to refuse to hire to employ him/her or to bar or to discharge from employment such person, or to discriminate against such person in compensation or in terms, conditions or privileges of employment.

13.14.2 Furthermore, the City, as defined in Resolution NS-20,137 and Santa Cruz Municipal Code ("SCMC") Chapter 9.83, further prohibits discrimination on the basis of sexual orientation, height, weight and physical characteristics. Design-Builder agrees to abide by all of the foregoing statutes, regulations, ordinances and resolutions.

9.90 Progressive Design Build Agreement
Exhibits

9.91 ii
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Table of Contents
Exhibit A: List of Reference Documents .................................................................................................. A-1

1.1 Introduction ............................................................................................................................. A-2

1.2 Reference Documents for Project WEER .............................................................................. A-2 Exhibit B: Owner’s Project Criteria .......................................................................................................... B-1 Exhibit C: Phase 1 Scope of Services ......................................................................................................C-1 Exhibit D: Permits and Approvals ............................................................................................................ D-1

1.1 Introduction ............................................................................................................................ D-2

1.2 Required Permits and Approvals .......................................................................................... D-2 Exhibit E: Supporting Price Information ................................................................................................... E-1 Exhibit F: Key Firms and Key Personnel .................................................................................................. F-1

1.1 City Requirements .................................................................................................................. F-2

1.1.1 Personnel Requirements ......................................................................................... F-2

1.1.2 Design-Builder Point of Contact ............................................................................... F-2

1.1.3 Owner Rights with Respect to Key Personnel ......................................................... F-2

1.2 Key Firms ................................................................................................................................. F-3 Exhibit G: Insurance Terms...................................................................................................................... G-1 Exhibit H: CWSRF Loan Requirements ................................................................................................... H-1

1.1 Introduction ............................................................................................................................ H-2

1.2 CWSRF Requirements ........................................................................................................... H-2 Exhibit I: Form of Performance Bond ........................................................................................................ I-1 Exhibit J: Preliminary Project Schedule and Schedule Milestones ........................................................ J-1 Exhibit K: Form of Payment Bond ........................................................................................................... K-1 Exhibit L: Wage Determination Schedules .............................................................................................. L-1

1.1 Introduction ............................................................................................................................. L-2

1.2 Wage Determination Schedules ............................................................................................ L-2 Exhibit M: Description of General Conditions Costs .............................................................................. M-1 Exhibit N: Design-Builder Self Performance Fee and Subcontract Fee ................................................ N-1

1.1 Description ............................................................................................................................. N-2 Exhibit O: Proposal ................................................................................................................................... O-1

9.92 Progressive Design Build Agreement Exhibits
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Exhibit A: List of Reference Documents

9.93 Progressive Design Build Agreement Exhibits Exhibit A A-2
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City of Santa Cruz Project WEER Progressive Design-Build Agreement Exhibits

1.1 Introduction
Unless otherwise noted in Exhibit B, the documents listed below should be considered for general information only and not for reliance. The list of reference documents is to be updated and expanded upon to include documents developed by the Design-Builder, included in the Phase 2 Proposal developed by the Design-Builder, and, upon City approval, incorporated into the Contract Price Amendment.

1.2 Reference Documents for Project WEER

1. Data
• 2026 – Jan to Feb Power Metering Data

2. Drawings
• 1965 – Santa Cruz WPCP
• 1971 – WPCP Enlargements
• 1988 – Wastewater Treatment Plant Modifications
• 1999 – Secondary Treatment
• 2003 – Site Fire Suppression System
• 2002 – WWTP Solar Electric System
• 2020 – Duct Bank Mandrel Testing
• 2020 – UV System Record
• 2023 – Rail Trail Conduit
• 2024 – Thickener Record Drawings
• 2024 – WWTF Headworks Rehabilitation Project
• 2025 – P&ID Record Drawings (From TM-5)
• 2025 – Pure Water Soquel

3. Existing Equipment Information

4. Photos

5. Reports
• 1985 – Geotech Report
• 2020 – PWS Geotech Report
• 2022 – Electrical Condition Assessment (TM-1)
• 2023 – HW Rehab Geotech Report
• 2024 – Arc Flash Report
• 2024 – Plant SCADA Assessment (TM-5)
• 2025 – Interstage Pumps and Blowers PDR
• 2025 – Maintenance Building HAZMAT Report
• 2025 – Climate Change Resiliency Assessment TM

6. City Forms
• Contractor early start request form
• Contractor night work request form
• System outage request form

9.94 Progressive Design Build Agreement Exhibits
B-1
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Exhibit B: Owner’s Project Criteria

9.95 ii
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Exhibit B_Owners Project Criteria_Final_REV1
Table of Contents
Section 1 Introduction ..............................................................................................................................1-1

1.1 Document Purpose ...................................................................................................................1-1

1.2 Project Key Elements ...............................................................................................................1-1

1.3 Codes and Standards ...............................................................................................................1-2 Section 2 Minimum Construction Requirements ....................................................................................2-1 Section 3 Minimum Technical Requirements .........................................................................................3-1 Section 4 Preliminary Startup, Commissioning, Acceptance Testing, and Instruction of Operations and Maintenance Personnel Requirements .....................................................................................4-1

4.1 Personnel Requirements ..........................................................................................................4-1

4.2 Startup and Commissioning .....................................................................................................4-1

4.3 Acceptance Test ........................................................................................................................4-2

4.4 Test Plan ....................................................................................................................................4-2

4.5 Test Execution ...........................................................................................................................4-3

4.6 Acceptance Test Report ...........................................................................................................4-3

4.7 Instructions for Operations and Maintenance Personnel ......................................................4-4

4.8 Asset Management ...................................................................................................................4-4 List of Tables
Table 4-1. Acceptance Test Required Scenarios ....................................................................................4-2

9.96 City of Santa Cruz Project WEER Exhibit B Owner’s Project Criteria Table of Contents iii
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Exhibit B_Owners Project Criteria_Final_REV1
List of Abbreviations
CDR Conceptual Design Report
City City of Santa Cruz
kV kilovolt
O&M operations and maintenance
PDB Progressive Design Build
PLC programmable logic controller
Project WEER Wastewater Treatment Facility Energy and Electrical Resiliency Project SCADA supervisory control and data acquisition
V volt
VFD variable frequency drive
WWTF wastewater treatment facility

9.97 1-1
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Exhibit B_Owners Project Criteria_Final_REV1
Section 1 Introduction
This section describes the purpose of this Exhibit and establishes the performance requirements, technical criteria, and standards for the design, construction, and commissioning of the Project under the Progressive Design-Build process.

1.1 Document Purpose
The Owner’s Project Criteria defines the performance standards and requirements, minimum technical design requirements, testing standards and requirements, Acceptance Test requirements, and operations and maintenance (O&M) requirements for the City of Santa Cruz’s (City) Wastewater Treatment Facility Energy and Electrical Resiliency Project (Project WEER). The Project will be executed using the Progressive Design Build (PDB) delivery method.

The Owner’s Project Criteria, with certain exceptions, are preliminary and subject to modification as the design progresses through the collaborative delivery process with input from the City and DesignBuilder. Note that the Owner’s Project Criteria is based on the Conceptual Design Report (CDR), RFP Appendix II, and as modified herein. Where conflicts exist between the Owner’s Project Criteria and the CDR, the Owner’s Project Criteria shall govern.

The City recognizes that the CDR may not be the only acceptable technical approach to satisfying the performance requirements defined by the design criteria, and variations of the CDR may be appropriate and acceptable to the City. Respondents are advised that the CDR represents only one alternative that the City may consider for this Project and should not be construed as representing the City’s preferred approach to the Project.

The Owner’s Final Project Criteria, including more extensive design criteria, will be incorporated into the Design-Build Contract via the executed Phase 2 amendment.

The Design-Builder shall conform design and construction to the requirements identified in this Exhibit. Sections 2, 3, and 4 of this Exhibit describe the performance requirements for the Project.

The performance requirements take precedence over other minimum technical requirements; the Design-Builder shall notify the City if they believe an aspect of the minimum technical requirements conflicts with or would preclude their ability to meet the performance requirements. Additionally, the Design-Builder shall notify the City if they believe an aspect of the minimum technical requirements conflicts with an existing code or standard. During design and construction, the Design-Builder may propose modifications to the City’s Project Criteria. Any such modifications are subject to review and approval by the City.

The Design-Builder shall review and refer to Exhibit A and the drawings included in the Conceptual Design Report to become familiar with site conditions, constraints, and existing infrastructure that may affect design and construction approach.

1.2 Project Key Elements
The Project key elements generally include the following:
• Replace existing PG&E 21 kilovolt (kV) electric service. • Replace 21kV main switchgear, cables, and substations. • Complete 21kV loop to provide a redundant means of distributing power around the plant. • Replace existing 480V and 2.4kV switchgear (including conversion of the 2.4kV system to 480 volts [V]).
• Convert motors (Interstage Pump 2/3 and Blowers 1/2/3) from 2.4kV to 480V.

9.98 City of Santa Cruz Project WEER Exhibit B Owner’s Project Criteria Section 1 1-2
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Exhibit B_Owners Project Criteria_Final_REV1
• Add variable frequency drives (VFDs) for Pump 2/3 and Blowers 1/2/3 and integrate the VFDs with the plant programmable logic controller (PLC)/supervisory control and data acquisition (SCADA) system.
• Provide a new diesel standby generator for plant-wide backup. • Identify plans to remove, decommission, or repurpose existing underground fuel storage tanks.Network and integrate new switchgear power meters and protective relays to be monitored from the plant’s SCADA system.
• Construct a new Main Electrical Building. The existing Maintenance Building is currently identified as an option for siting the new electrical building. • Demolish existing switchgear, transformers, generators, and associated cabling. • Sequence the work and provide temporary power and controls to maintain continuous operation of the wastewater treatment facility’s (WWTF) treatment process during all phases of construction.

1.3 Codes and Standards
Except where specific requirements of this Exhibit B, as modified by the Guaranteed Maximum Price Amendment, result in more stringent requirements, the Design-Builder shall design the facilities and systems in accordance with the most recent edition applicable national and local codes and standards relevant to this project. Where codes and standards conflict, each code or standard shall be applied consistently, and the code or standard giving the most conservative design shall govern.

9.99 2-1
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Exhibit B_Owners Project Criteria_Final_REV1
Section 2 Minimum Construction Requirements
The following performance standards are minimum construction requirements for the project:
• Maintain plant operations: Maintain electric power to wastewater treatment process and support equipment throughout the design and construction process without disruptions, through measures such as temporary power solutions, phased construction sequencing, and detailed cutover planning. Develop and implement detailed cutover plans for all electrical system transitions, including identification of critical loads, temporary power provisions, step-by-step switching procedures, testing and commissioning requirements, rollback contingencies, and City notification and approval. Temporary reductions in treatment capacity or process availability may be allowed during dry season, subject to review and pre-approval by the City on a case-by-case basis. Short-term shutdowns of individual substations (less than 2 hours) may also be allowed with City pre-approval of no less than 7 calendar days prior to planned shutdown. Any emergency or unplanned shutdowns must be restored within 4 hours. The plant’s existing standby generators may not be used as a temporary power source. Coordinate with other contractors and ongoing plant operations to minimize interference.
• Manage construction in constrained site conditions: Due to limited site space, develop and implement construction staging and sequencing plans that maintain safe and efficient operations, protect ongoing plant processes, and support adherence to the project schedule. All staging, material storage, and equipment placement plans shall be coordinated with the City in advance (2 weeks minimum). Ensure clear paths of travel outside designated construction areas, maintaining or providing plant traffic flow and keeping surfaces free of construction debris. Provide field office and sanitary facilities, all necessary temporary utilities, and coordinate with the City for potential use of water and sewer during construction. • Safely demolish and protect existing infrastructure: Field investigate existing potable water, nonpotable water, utility water, fire suppression water, sanitary sewer, natural gas, storm water and sewer, communications, preserve waste oil tank and relocate oil funnel/sink (refer to Appendix II CDR-Appendix B drawing E-90-101), and any other utilities connected to the maintenance building or electrical equipment or routed under the maintenance building or electrical equipment. Plan and execute the work such that these utilities are either re-established or demolished back to the appropriate point and capped or reconstructed such that they can maintain service to other facilities. These requirements apply to all demolition activities, regardless of location, including areas outside of the maintenance building. The maintenance building and existing electrical equipment may contain unknown or undocumented hazardous materials that could be encountered during demolition or construction activities. Limited hazardous materials investigations have been performed; refer to PDB Agreement Appendix I/Exhibit A for reference. Perform additional testing as identified to manage and properly dispose of hazardous materials in compliance with all applicable regulatory requirements. • Construct improvements within the space available: Replace electrical equipment within the outdoor areas and rooms where the existing electrical equipment is located, plus space made available by the demolition of the maintenance building. • Environmental compliance during construction: Control dust, noise, and water pollution throughout the project. Comply with all applicable local ordinances, permit requirements, and City procedures. Implement measures such as dust suppression, noise mitigation, and stormwater management to minimize impacts during construction. • Site restoration: Restore all disturbed areas, including but not limited to paved surfaces, landscaping, fencing, and other site features, to their original or improved condition. Remove all

9.100
City of Santa Cruz Project WEER Exhibit B Owner’s Project Criteria Section 2 2-2
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Exhibit B_Owners Project Criteria_Final_REV1
construction debris, temporary facilities, and equipment from the site. Ensure final grading, surfacing, and finishes comply with City standards and are coordinated with ongoing plant operations and safety requirements.
• Maintain records and comply with regulatory requirements: Maintain current, accurate record documents reflecting all design, construction, and field modifications in accordance with City standards as modified for this Project and approved by the City. Implement measures to control noise, dust, and water pollution, including spill prevention and containment, in accordance with local ordinances, permit requirements, and applicable environmental regulations, and Clean Water State Revolving Fund requirements.

9.101
3-1
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Exhibit B_Owners Project Criteria_Final_REV1
Section 3 Minimum Technical Requirements
The following are minimum technical requirements for the project identified at this time with further development and refinement to be completed during the Phase 1 PDB process. • Electrical capacity for current loads and future growth: Provide fully redundant 21kV loops from the main switchgear around the plant, each rated to carry the current peak plant load, plus margin for future expansion (minimum 7.2MVA total), maximizing the capacity available in each duct bank conduit where later capacity increases will not be practical. • Main Switchgear: Replace aging switchgear with metal-clad vacuum circuit breaker switchgear with insulated bus for environmental protection. Provide physically separate A and B lineups with loop redundancy, and fault isolation capability.
• Electric Utility (PG&E) Service and Interconnection: Provide a new PG&E 21kV utility service and utility metering section, integrated with the new main switchgear. Provide protective relaying, grounding, battery systems, and control circuits complying with PG&E’s interconnection requirements to allow the existing cogeneration system to be connected to the new primary service. Establish trip and control wiring from the main switchgear to the existing cogen switchgear to implement / re-establish protection required for PG&E interconnection. • New Main Electrical Building: The existing Maintenance Building is currently identified as an option for siting the new electrical building. If selected by the Design-Builder as the preferred approach, the existing Maintenance Building shall be demolished and construct a preengineered metal building constructed to house new electrical equipment. Include closed-loop HVAC for space conditioning. Location shall be at the existing Maintenance Building site unless an alternative is identified and approved by the City.
• Standby Generator: Provide a standby generator system capable of backing up the entire plant’s current peak load (without cogeneration engines operating) plus a margin for future expansion (minimum 2.5MW/3.125MVA total). The system shall be installed in an outdoor weatherproof enclosure on elevated pads to account for sea level rise and shall include Tier 4 emissions control equipment. Include provisions to add a second plant-wide standby generator to support future load. Identify a strategy to use the plant’s existing portable standby generator as part of a backup power plan.
• Substations 1 to 3: Consolidate existing Substations 1, 2, and 3 into two new substations (equivalent to Substation 1A/1B) each with a 1500 kVA base rating, maintaining redundancy for influent pumping and solids treatment while avoiding excess capacity. Provide a main-tie-tiemain configuration with automatic transfer controller at the 480V switchgear to maximize service continuity to downstream equipment.
• Substation 4: Replace with a 1500/1725kVA transformer rated to match maximum output of the existing cogeneration system.
• Substations 5 and 6: Replace each with a 1500 kVA transformer with 480V secondary to provide redundancy for trickling filter and aeration processes. Provide a main-tie-tie-main configuration with automatic transfer controller at the 480V switchgear to maximize service continuity to downstream equipment.
• Substations 7 and 8: Install two new transformers (equivalent to Substations 2A/2B) with dual 480 V feeds to SWBD-7. Size each at 300 kVA to serve UV disinfection loads with a small contingency for future process improvements. Include a key interlock in SWBD-7 to allow manual power transfer between the feeds. Add networked power metering capability to SWBD-7.

9.102
City of Santa Cruz Project WEER Exhibit B Owner’s Project Criteria Section 3 3-2
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Exhibit B_Owners Project Criteria_Final_REV1
• Interstage Pumps and Blowers: convert existing interstage pump and blower motors from 2.4kV to 480V, provide VFDs for each interstage pump and blower, integrate them with the plant PLC/SCADA system, and establish automatic and manual operation modes for this equipment in SCADA.
• Metering and Monitoring: Provide networked metering of new 480V switchgear lineups, including voltage per phase, current per phase, and 3-phase kW and kVA for each main breaker and feeder breaker. Provide new SCADA screens and historical trending for all parameters in accordance with the City’s latest SCADA standards and requirements. Provide main breakers with power meters including integral displays, voltage and current total harmonic distortion measurements. Networked measurements for feeder breakers may be made using breaker trip units.
• Arc Flash Safety: Implement safety features in new switchgear and electrical equipment to reduce electrical hazards and facilitate safe operation by plant staff. Provide updated arc flash hazard studies and labeling for all new and modified electrical equipment. • Flood and Environmental Protection: Elevate new main electrical building, standby generator, and outdoor substation, transformers, and switchgear to protect against sea level rise and anticipate flooding throughout the equipment’s expected service life. Final design elevations shall be determined by the Design-Builder and approved by the City. • Hazardous Waste Management: Handle and dispose of all hazardous materials generated during construction, demolition, and equipment replacement in accordance with applicable federal, state, and local regulations. Coordinate removal, transport, and disposal of hazardous waste, including materials encountered during demolition activities, and document proper handling and disposal.

9.103
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Exhibit B_Owners Project Criteria_Final_REV1
Section 4 Preliminary Startup, Commissioning, Acceptance Testing, and Instruction of Operations and Maintenance
Personnel Requirements
This section identifies preliminary requirements for startup, commissioning, and Acceptance Testing of the Project. This section also includes preliminary requirements for transitioning the WWTF’s operations from the current configuration to the configuration with the Project improvements implemented. Most of the requirements in this Exhibit are preliminary and are expected to evolve with the design. The Design-Builder may propose modifications, subject to City approval, and agreed upon modifications shall be incorporated into the Guaranteed Maximum Price Amendment.

4.1 Personnel Requirements
During the Project, the City and the Design-Builder shall determine the operations and maintenance (O&M) requirements for startup activities and the Acceptance Tests, including any personnel to be provided by the Design-Builder to support startup, commissioning, and acceptance testing. The Design-Builder shall identify all required O&M personnel in the Startup and Commissioning Plan and the Acceptance Test Plan, both subject to City review and approval. The Design-Builder shall, at a minimum, address the following:
• Organization of the Test Team including responsibilities, authority, and decision-making protocols
• Internal and external communication protocols
• City, Design-Builder, and Manufacturer’s roles in operating the Plant during the Acceptance Testing including acknowledgement of City override authority during the Acceptance Testing.

Identification of support required from the City

4.2 Startup and Commissioning
Startup and commissioning includes reviewing factory testing documentation and all work following equipment installation on site, such as equipment testing, system testing, and all activities required to prepare the Project prior to commencement of Acceptance Testing.

The Design-Builder shall provide a draft Startup and Commissioning Plan with the Phase 2 GMP Proposal and update the plan throughout the project. Startup and Commissioning shall not begin until the final Startup and Commissioning Plan is approved. Pre-testing requirements include:
• Submission of all manufacturers’ installation certificates to the City. • Submission of all factory test results to the City.
• Completion and documentation of all equipment testing in accordance with the approved Startup and Commissioning Plan.
• Installation and operability of all temporary equipment and systems required to support testing. • Completion of equipment and component level testing including switchgear, transformers, generator, panelboards, motor controllers, motors, and in accordance with NETA ATS – Standard for Acceptance Testing for Electrical Power Equipment and Systems, by an NETA-accredited testing firm.
• Completion of loop checks and functional checks for equipment and instruments connected to programmable logic controllers and/or SCADA.

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City of Santa Cruz Project WEER Exhibit B Owner’s Project Criteria Section 4 4-2
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Exhibit B_Owners Project Criteria_Final_REV1
• Confirmation that all prerequisites for system-level testing are complete and accepted by the City.

4.3 Acceptance Test
The Acceptance Tests are continuous 30-day tests designed to demonstrate that a major completed subsystem (e.g. one of the 21kV-480V substation pairs) meets the requirements described in Section 3. Acceptance tests shall be sequenced and conducted for each component or subsystem as it becomes ready for service.

Acceptance Tests shall not be conducted until the Startup and Commissioning Plan and the Acceptance Test Plan are approved by the City, and all activities identified in the approved Startup and Commissioning Plan have been successfully completed and approved by the City. Specific testing conditions and scenarios shall be conducted during each Acceptance Test. Table 4-1 describes the minimum testing scenarios and associated performance standards that shall be included in the Acceptance Test.

Table 4-1. Acceptance Test Required Scenarios
Scenario Performance Standard / Measurement(s) of Success Main Switchgear and Standby Generator:
• Simulated power failure: Successful automatic
activation of standby generator.
• Simulated power restoration: successful manual and
automatic return from standby generator to utility
power
No adverse impact to systems or equipment
Each Substation Pair:
• Carry normal operating load with both substation
transformers and 480V switchgears in service (split
load)
• Carry normal operating load with one substation
transformer out of service (single ended) – test for
each transformer
No adverse impact to systems or equipment
21kV Loops:
• Carry normal operating load with both 21kV loops in
service (split load)
• Carry normal operating load with one 21kV loop out of service (single ended) – test for each loop
No adverse impact to systems or equipment

4.4 Test Plan
Startup and Commissioning and Acceptance Testing shall be conducted in accordance with the Design-Builder’s approved Startup and Commissioning Plan and Acceptance Test Plan. A draft Startup and Commissioning Plan shall be submitted by the Design-Builder with the Phase 2 GMP Proposal and a final Startup and Commissioning Plan shall be submitted by the Design-Builder at least 9 months before Startup and Commissioning. The Design-Builder shall submit the final Acceptance Test Plan and get approval from the City at least 9 months before the start of Acceptance Testing. The Design-Builder shall develop both plans for City review and approval. The plans shall include all testing and commissioning necessary for each piece of equipment,

9.105
City of Santa Cruz Project WEER Exhibit B Owner’s Project Criteria Section 4 4-3
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Exhibit B_Owners Project Criteria_Final_REV1
instrument, and system in accordance with manufacturers’ requirements, design criteria, and industry best practices. At a minimum, the test plans shall include the following components:
• Pre-test results and documentation.
• Procedures for performing equipment and system testing. • Specific test scenarios and measurements to verify compliance with design criteria and manufacturer requirements.
• Recording parameters.
• Compliance certificates issued by the manufacturers.
• Roles and responsibilities of the Design-Builder, City, and manufacturer personnel during testing. • Communication protocols, including City oversight and approval authority during tests. • Documentation and reporting, including test logs, results, issues log, deviations, and corrective actions.
• Conditions that would be considered a successful test or that would require repeating tests or extending the testing duration.

4.5 Test Execution
The Design-Builder shall conduct the Startup and Commissioning in accordance with the approved Test Plan, including all required coordination with the City. Any modification to the approved Test Plans, or any deviation during testing, shall be coordinated with and approved by the City and documented for inclusion in the Acceptance Test Report. Test execution shall include:
• Coordination with the City for all startup and commissioning and testing activities. • Implementation of the approved Test Plans for each system and piece of equipment. • Documentation of test results, observations, deviations, and corrective actions taken. • Verification that all systems function as intended and meet design requirements prior to Acceptance Testing.
• Monitor and record the required parameters to demonstrate system performance. • Submission of test reports to the City for review and approval.

4.6 Acceptance Test Report
Within 30 days of completing the Acceptance Test, the Design-Builder shall submit to the City an Acceptance Test Report documenting the results of the Acceptance Test. The Acceptance Test Report, at a minimum, shall include the following information:
• A certification that testing was conducted in accordance with the approved Acceptance Test Plan • A certification of the results of testing, including a determination of the extent to which the Project complies with the Performance Standards and Acceptance Test requirements • All data measured and recorded during the Acceptance Test • All calculations used in determining results
• All other data and information reasonably requested by the City to be included in the report

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City of Santa Cruz Project WEER Exhibit B Owner’s Project Criteria Section 4 4-4
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Exhibit B_Owners Project Criteria_Final_REV1

4.7 Instructions for Operations and Maintenance Personnel The Design-Builder shall provide suppliers’ and manufacturers’ operation and maintenance training specialists to instruct City personnel on the recommended operation and maintenance of project equipment and systems. The Design-Builder shall also provide O&M manuals for all equipment and systems furnished under the Project. Each Supplier / Manufacturer shall provide a combination of classroom and field training at the Project site. The Design-Builder shall prepare and submit a proposed training schedule for review and acceptance by the City. The Proposed training schedule shall show and indicated all training required for the materials, equipment, and packaged treatment processes provided as part of the Project. Training instructors shall be factory-trained and certified by the manufacturer of the materials or equipment that is being trained on. Training instructors shall provide a Lesson Plan for training on each of the material or equipment items ahead of the training sessions for review by the City. Lesson Plan’s shall include specific instruction topics, system components for which training will be provided, and training procedures. Handouts, if any, to be used during the training shall also be included with the Lesson Plan. Training sessions may be recorded by the City at the City’s discretion. The City will notify the Trainer prior to the training session if it elects to do so.

4.8 Asset Management
The Design-Builder shall enter all new equipment, spare parts, and PMs into CityWorks in accordance with the Asset Management Plan that was approved by the City.

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Progressive Design Build Agreement Exhibits
C-1
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Exhibit C: Phase 1 Scope of Services

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Exhibit C_Phase 1 Scope of Services_PDB Agreement
Table of Contents
List of Tables ............................................................................................................................................... iii List of Abbreviations ................................................................................................................................... iv

1.1 Introduction .............................................................................................................................1-1

1.2 Phase 1 Scope of Work Tasks ...............................................................................................1-2

1.3 Assumptions ............................................................................................................................1-3 Task 1: Project Management ...........................................................................................................2-1 Subtask 1.1: Project Coordination and Communication ......................................................2-1 Subtask 1.2: Phase 1 Project Execution Plan (PEP) .............................................................2-1 Subtask 1.3: Project Schedule ..............................................................................................2-1 Subtask 1.4: Project Health and Safety Plan ........................................................................2-2 Subtask 1.5: Quality Management Plan (QMP) ....................................................................2-2 Subtask 1.6: Project Communication Plan ...........................................................................2-3 Subtask 1.7: Risk Management Plan ....................................................................................2-3 Subtask 1.8: Project Progress Reporting and Invoices ........................................................2-3 Subtask 1.9: Support for CWSRF Funding ............................................................................2-4 Task 1 Deliverables ................................................................................................................2-4 Task 1 Assumptions ...............................................................................................................2-4 Task 2: Meetings and Workshops ....................................................................................................2-5 Subtask 2.1: Project Kickoff Meeting ....................................................................................2-5 Subtask 2.2: Progress Meetings ............................................................................................2-5 Subtask 2.3: Technical Workshops .......................................................................................2-5 Subtask 2.4: Guaranteed Maximum Price (GMP) Proposal Workshop ...............................2-6 Task 2 Deliverables ................................................................................................................2-6 Task 2 Assumptions ...............................................................................................................2-6 Task 3: Background Document Review and Validation ..................................................................2-7 Subtask 3.1: General Background Document Review .........................................................2-7 Subtask 3.2: Record Drawing Review ...................................................................................2-7 Task 3 Deliverables ................................................................................................................2-7 Task 3 Assumptions ...............................................................................................................2-7 Task 4: Field Investigations, Surveying, Mapping and Reports ......................................................2-8 Subtask 4.1: Underground Utility Location ...........................................................................2-8 Subtask 4.2: Geotechnical Evaluation ..................................................................................2-8 Subtask 4.3: Surveying and Mapping ................................................................................ 2-10 Subtask 4.4: Temporary Operation Interruptions and Traffic Study ................................ 2-10 Task 4 Deliverables ............................................................................................................. 2-10 Task 4 Assumptions ............................................................................................................ 2-11

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Table of Contents iii
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Exhibit C_Phase 1 Scope of Services_PDB Agreement
Task 5: Cost Modeling, Scheduling, and Constructability Reviews ............................................. 2-11 Subtask 5.1: Cost Model ..................................................................................................... 2-11 Subtask 5.2: Cost Estimates ............................................................................................... 2-11 Subtask 5.3: Schedule ........................................................................................................ 2-12 Subtask 5.4: Constructability Reviews ............................................................................... 2-13 Task 5 Deliverables ............................................................................................................. 2-14 Task 6: Permitting and Approvals ................................................................................................. 2-14 Subtask 6.1: Permitting and Approvals Plan ..................................................................... 2-14 Subtask 6.2: Permits and Approvals Prior to Contract Price Amendment ....................... 2-14 Task 6 Deliverables ............................................................................................................. 2-15 Task 7: Public Outreach ................................................................................................................. 2-15 Task 7 Deliverables ............................................................................................................. 2-16 Task 7 Assumptions ............................................................................................................ 2-16 Task 8: Conceptual Design Report (CDR) ..................................................................................... 2-16 Subtask 8.1: Alternatives Analysis ..................................................................................... 2-16 Subtask 8.2: Conceptual Design Report ............................................................................ 2-16 Task 8 Deliverables ............................................................................................................. 2-18 Task 9: Design Submittal ............................................................................................................... 2-18 Subtask 9.1: 30% Design Submittal .................................................................................. 2-18 Subtask 9.2: 60% Design Submittal .................................................................................. 2-19 Task 9 Deliverables ............................................................................................................. 2-21 Task 10: Construction Sequencing Plan and Subcontracting and Self-Performance Plan ....... 2-21 Subtask 10.1: Construction Sequencing Plan ................................................................... 2-21 Subtask 10.2: Subcontracting and Self-Performance Plan .............................................. 2-22 Subtask 10.3 Equipment Procurement Plan ..................................................................... 2-23 Task 10 Deliverables ........................................................................................................... 2-23 Task 11: Guaranteed Maximum Price (GMP) Development ....................................................... 2-24 Task 11 Deliverables ........................................................................................................... 2-25 Task 11 Assumptions .......................................................................................................... 2-25 Task 12: Phase 2 Design Support During Construction (Allowance) .......................................... 2-25 List of Tables
Table 1-1. City of Santa Cruz Naming Convention .................................................................................1-2

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Table of Contents iv
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Exhibit C_Phase 1 Scope of Services_PDB Agreement
List of Abbreviations
CDR Conceptual Design Report
City City of Santa Cruz
CM Construction Manager
CWSRF State of California Clean Water State Revolving Fund GIR Geotechnical Interpretation Report
GIS geographic information system
GMP guaranteed maximum price
I/O input/output
kV kilovolt
O&M operations and maintenance
OPCC Opinion of Probably Construction Cost
PDB Progressive Design Build
PEP Project Evaluation Plan
PG&E Pacific Gas & Electric
PLC programmable logic controller
Project WEER Wastewater Treatment Facility Energy and Electrical Resiliency Project QA/QC quality assurance/quality control
QMP Quality Management Plan
SOR system outage request
SCADA supervisory control and data acquisition
TM technical memorandum
V volt
VE value engineering
VFD variable frequency drive
WWTF wastewater treatment facility

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Exhibit C_Phase 1 Scope of Services_PDB Agreement
Section 1 Background

1.1 Introduction
The Project is to be designed and constructed in two phases using the progressive design-build delivery method with Phase 1 (Design and Pre-Construction) and Phase 2 (Construction and Acceptance). This Exhibit only focuses on Phase 1 Services for the Project. The City of Santa Cruz (City) expects there may be some overlap between Phase 1 and Phase 2 as final design is completed and construction starts.

Following submission of the GMP Proposal, the Design-Builder may continue design development activities reasonably necessary to maintain the Project schedule pending GMP review and negotiations. Such design advancement shall be compensable and incorporated into the final GMP amendment or otherwise compensated through a mutually agreed contract modification if the GMP has not yet been executed.

Generally, Phase 1 Services includes:
• The Project’s design (developed to City’s required level of completion) will include plans, specifications, and all necessary supporting documentation to help the Santa Cruz Regional Wastewater Treatment Facility (WWTF) achieve the following goals:
− Establish the existing electrical loading baseline plant-wide through data acquisition, drawings, and field verification of the WWTP.
− Modernize and improve the existing 21 kilovolt (kV) and 480 volt (V) electrical distribution system at the City's WWTF. The Project will construct a new main electrical building and replace end-of-life assets with new electrical distribution equipment. − Enhance system resilience and operational flexibility to ensure continuous plant operations during maintenance or unexpected outages. Create a fully redundant 21kV loop and modernize the three existing distributed backup generators by replacing them with one generator that can back up the entire 21kV loop. Remove, decommission, or repurpose existing underground fuel storage tanks.
− Eliminate legacy 2.4kV equipment by converting major motors to 480V. Add variable frequency drives (VFD) to the converted pumps and blowers and make programmable logic controllers (PLC) input/output (I/O) and logic improvements to optimize performance and reduce energy consumption.
− Implement modern electrical systems and controls, including integration of safety features and power monitoring into new equipment.
− Maintain continuous operation of the WWTF throughout the design and construction process. The plant must remain capable of regular operations and have the ability to respond to emergencies and unplanned loss of utility power at all times. − Provide a safe and effective Project that minimizes nuisance impacts to the public (longterm and during construction). − Maintain safety for all existing operations and new/upgraded equipment that is designed with best industry practices. Implement an effective safety program during construction project phases, which follows or exceeds industry best practices. • All preconstruction services necessary to reach Phase 2 including, but not limited to, the following tasks that support Phase 1 design:

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 1 1-2
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Exhibit C_Phase 1 Scope of Services_PDB Agreement
− Project management.
− Field investigations (e.g. potholing to confirm utilities and yard piping, geotechnical and groundwater investigations, hazardous materials surveying i.e., lead-based paint and asbestos of existing maintenance building, surveying and mapping, traffic studies). − Development and update of the cost model and updating estimates through the Project. − Development and update of schedule through the Project. − Constructability reviews.
− Support on permit acquisition (refer to Exhibit D for Design-Builder permit’s responsibility). − Support for the State of California Clean Water State Revolving Fund (CWSRF) low-interest loan requirements.
− Alternatives analysis and engineering studies to support the design. − Phase 2 construction sequencing and guaranteed maximum price (GMP) proposal development.
− More detailed description of the Project requirements is included in Exhibit B - Owners Criteria in the draft Progressive Design Build (PDB) agreement.

1.2 Phase 1 Scope of Work Tasks
Phase 1 scope of work will include the following tasks:
• Task 1: Project Management
• Task 2: Meetings and Workshops
• Task 3: Background Document Review and Validation
• Task 4: Field Investigations, Surveying, Mapping and Reports • Task 5: Cost Modeling, Scheduling and Constructability Reviews • Task 6: Permitting and Approvals
• Task 7: Public Outreach
• Task 8: Conceptual Design Report (CDR)
• Task 9: Design Submittal
• Task 10: Construction Sequencing Plan and Subcontracting and Self-Performance Plan • Task 11: Guaranteed Maximum Price (GMP) Development
• Task 12: Phase 2 Design Support During Construction (Allowance) Each task describes the minimum required deliverables. Each deliverable should be compatible with the City’s naming convention described in Table 1-1 below.

Table 1-1. City of Santa Cruz Naming Convention
Date Title - Type
YYYYMMDD The title should be clear and
concise.

Include a dash between Title
and Type
Choose one of the following:
• Agenda
• Calcs
• Data
• Minutes
• Photo
• PPT(presentation)

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 1 1-3
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Exhibit C_Phase 1 Scope of Services_PDB Agreement
Table 1-1. City of Santa Cruz Naming Convention
Date Title - Type
• Ref (reference)
• Report
• Schedule
• TM (technical memorandum)
• Template
• Trans (transmittal)
The Design-Builder will provide draft deliverables in the workable format created: e.g. Microsoft® Word for written documents and specifications; Excel for calculations; Primavera® format or MS Project for schedules, and the native electronic CAD, BIM, or Revit format for drawings. The DesignBuilder will also provide electronic copies of all draft and final deliverables in .pdf format with any additional requirements described in the individual tasks.

1.3 Assumptions
• For design production tasks (Tasks 8, 9, and 10), Proposal effort is for the most reasonable design approach based on the Exhibit B.
• In general, the City wishes to establish a Lump Sum for Phase 1 that is sufficient for the Project design up to the GMP. Where there are exceptions to this, they are identified in notes to specific tasks and subtasks in this Exhibit C.
• Additional pricing assumptions are included in notes to specific tasks in this Exhibit C.

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Exhibit C_Phase 1 Scope of Services_PDB Agreement
Section 2 Task Details
Task 1: Project Management
Phase 1 Project management and coordination will be provided by the Design-Builder with details defined in the following subtasks:

Subtask 1.1: Project Coordination and Communication
Design-Builder will be responsible for all required coordination and communication within its team.

Communication with the City will include Progress Meetings (see Subtask 2.2) and any other written or verbal communication needed to communicate and address Project coordination, issues, and needs as they arise.

Design-Builder will incorporate the Project into a records management system (ProCore) with easy portability that is mutually agreed upon by the Design-Builder and City. The Design-Builder will utilize the agreed upon platform for storing and sharing documents during Phase 1.

Subtask 1.2: Phase 1 Project Execution Plan (PEP)
The PEP will help the Project team understand the basic Project and Phase 1 requirements. The Design-Builder will prepare and submit the draft PEP within 20 working days of Contract Execution.

The Design-Builder will finalize the PEP within 10 days of receiving City comments and will update the document throughout Phase 1. The PEP will include at a minimum the following documents focused on Phase 1:
• Project Schedule as discussed in Subtask 1.3.
• Project Change and Decision Management Plan detailing the dependency relationships between key City decisions, design progression, workshops, and Design-Builder submittals, as well as the procedures used to document key changes and decisions.
• Project Team Organization Chart detailing roles and responsibilities of all companies and staff. • Project Health and Safety Plan as discussed in Subtask 1.4. • Quality Management Plan (QMP) as discussed in Subtask 1.5. • Project Communication Plan as discussed in Subtask 1.6. • Risk Management Plan as discussed in Subtask 1.7.

Subtask 1.3: Project Schedule
In accordance with Subtask 1.2 and as part of the PEP, the Design-Builder will develop a Baseline Project Schedule prepared with Primavera® or MS Project. The Baseline Project Schedule will, at a minimum, include the following elements:
• Activities for each task, subtask, and deliverable in the Scope of Work, including but not limited to:
− Planning for and conducting field investigations.
− Conducting evaluations and analyses.
− Preparing design documents and other deliverables.
− City review periods for deliverables.
− GMP Proposal.
− Contract Price Amendment negotiations.

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-2
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Exhibit C_Phase 1 Scope of Services_PDB Agreement
− City Contract Price Amendment approval period (assume 3 months). − Anticipated date for Contract Price Amendment execution. − Conducting other activities.
− Planned deliverable submittal dates, including draft deliverable submission dates, City review periods, and final deliverable submission dates. The City has a minimum of 3 weeks (15 working days) to provide comments for any deliverable submitted by the Design-Builder and a minimum of 4 weeks (20 working days) to provide comments for any major deliverables which include updates to the Conceptual Design Report (CDR), 30% design, and 60% design. Working days are defined as weekdays, excluding weekends, City holidays, and a two-week City closure period at the end of the year.
− Start and finish dates for each activity.
− Meeting dates.
− Major milestones.
− Critical path analysis.
− Float.
− Anticipated Phase 2 activity timelines (e.g., construction planning activities, construction activities, testing, startup and commissioning, Acceptance Testing, warranty periods, etc.). • Tracking progress against the Baseline Project Schedule and developing updated Project Baseline Schedules as needed.
• Identifying and resolving potential scope and schedule changes. • Identifying and tracking Project issues/action items using an Issue Log and resolving them in a timely manner.
• The Design-Builder’s Phase 1 schedule will also include, at a summary level, the time required for obtaining all permits and approvals during Phase 1 based on the detailed permitting plan schedule developed under Task 6. As part of this schedule, Design-Builder will provide cash flow forecast for Phase 1 Services.

As discussed in the following Subtask 1.8, the Design-Builder will submit updates to the Phase 1 schedule with each monthly report and include in the report progress on Phase 1 activities and any significant changes and their impact on the timing of overall Project delivery.

Subtask 1.4: Project Health and Safety Plan
In accordance with Subtask 1.2 and as part of the PEP, the Design-Builder will submit a Phase 1 Health and Safety Plan. The Phase 1 Health and Safety Plan will discuss the health and safety program and required training to be implemented by the Design-Builder and observed by its staff along with any subconsultants and subcontractors and their staff participating in Phase 1.

Subtask 1.5: Quality Management Plan (QMP)
In accordance with Subtask 1.2 and as part of the PEP, the Design-Builder will submit a Phase 1 Quality Management Plan (Phase 1 QMP). Throughout Phase 1, the Design-Builder will implement all aspects of its Phase 1 QMP and will ensure that all Project personnel and subconsultants are familiar with and implement the Phase 1 QMP’s requirements.

The QMP will identify the Design-Builder’s process to assure quality during design and construction planning. The QMP will include quality management roles and responsibilities, the quality

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-3
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Exhibit C_Phase 1 Scope of Services_PDB Agreement
assurance/quality control (QA/QC) program, and corrective action procedures. The major components of the QMP should include:
• Schedule of quality activities, aligned with the scope of work. • Description of specific quality processes to be applied and planned deliverables/outputs. • Identification of quality reviewers and their roles and responsibilities specific to quality activities. • List of quality review documentation and records required to be maintained on file and shared with the City, if requested.
• The level of effort allocated for quality tasks should be identified clearly within the fee estimate.

The PM will review the QMP for inclusion of the components requested and will request modification and resubmittal if needed.
• Quality and comments log template to be applied in very deliverable to track comments, responses, and status of the comments.

Subtask 1.6: Project Communication Plan
In accordance with Subtask 1.2 and as part of the PEP, the Design-Builder will submit a Project Communication Plan. The Project Communication Plan will describe all communication procedures for the Design-Builder’s team. These include written, electronic, and verbal communications, and detail the procedures for the Design-Builder within its team including subcontractors, with the City, with any permitting body, and with external stakeholders.

Subtask 1.7: Risk Register
In accordance with Subtask 1.2 and as part of the PEP, the Design-Builder will submit a Risk Register which will include both Phase 1 and Phase 2 risks that become evident as the Project development progresses. The Design-Builder will prepare and provide updates to a Project Risk Register that includes the following information:

1. Risk identification and description.

2. Designated leads for managing each risk on both the Design-Builder’s and City’s teams.

3. Estimated percent likelihood that risk may occur.

4. Potential schedule impact should risk occur.

5. Potential cost impact should risk occur.

6. Potential quality or other impact should risk occur.

7. Risk owner and response strategy.

The Design-Builder will update the Project Risk Register for submittal to the City at major decision or design submittal milestones, or when significant changes to the Project risk profile or risk mitigation strategies occur. The Risk Register will be the basis for establishing contingencies and allowances in the GMP.

Subtask 1.8: Project Progress Reporting and Invoices
The Design-Builder will submit monthly invoices and progress reports by the 10th of each month. The invoice shall be organized by tasks shown in Section 1.2 with totals on the subtask, task, and Project level shown on the invoice summary table. The invoice shall include the percentage of completion for each task and the amount billed for the current period and cumulatively to date. Invoices should include back-up documentation for expenses, and any subcontractor charges. The monthly progress reports will include a narrative summarizing the progress of the Project and will identify any recommended actions by the City or the Design-Builder to mitigate risks or modify the Project approach and scope. The City reserves the right to withhold payment or partially process payment for

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-4
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Exhibit C_Phase 1 Scope of Services_PDB Agreement
incomplete work or work that does not meet Project requirements, and to not process invoices if the supporting documentation or submittal package is incomplete. The monthly invoice and progress report package shall include the following:

1. Invoice with percentage of completion summary table

2. Monthly progress schedule showing the status of activities against the Baseline Schedule.

Monthly progress schedule will be consistent with the schedule requirements defined in Subtask 1.3.

3. Updated Change and Decisions Log.

4. Updated Issue and Status Log.

5. Updated Action Item Log.

6. Updated Risk Register (if changed).

7. Updated cost estimate and model
Subtask 1.9: Support for CWSRF Funding
The Design-Builder will support the City’s compliance reports for CWSRF low-interest loan requirements. This information will include quarterly and annual cash flow projections and the weekly Davis-Bacon wage reports. Additional details and a copy of the loan agreement are included in Exhibit H CWSRF loan requirements.

Task 1 Deliverables

1. Draft and Final PEP with all content such as quality, risk, communication as described above

2. Monthly invoice and progress reports including updated schedule and earned value updates with attachments listed below:

I. Invoice with percentage of completion summary table
II. Monthly progress schedule showing the status of activities against the Baseline Schedule. Monthly progress schedule will be consistent with the schedule requirements defined in Subtask 1.3.

III. Updated Change and Decisions Log.

IV. Updated Issue and Status Log.

V. Updated Action Item Log.

VI. Updated Risk Register.

VII. Updated cost estimates/model

3. CWSRF quarterly and annual cash flow projections and weekly Davis-Bacon wage reports.

Task 1 Assumptions
• Comments log summarizing City’s comments and Design Builder’s responses shall be submitted with each re-submittal. City reserves the right to reject any resubmittal submitted without comments and responses log.
• City will provide consolidated comments for each deliverable. • City decisions, reviews, and approvals will be provided within the review durations established in the Agreement.
• Assumed Phase 1 duration is 16 months.
• Up to 16 invoices and progress reports submitted electronically. • Project Execution Plan Draft and Final with content submitted electronically.

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-5
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Exhibit C_Phase 1 Scope of Services_PDB Agreement
Task 2: Meetings and Workshops
The Design-Builder will schedule, prepare for, and conduct meetings with the City necessary for Project coordination, communication, and decision making. At a minimum, Project meetings will include the meetings listed in the subsequent subtasks.

Subtask 2.1: Project Kickoff Meeting
The Design-Builder will schedule, prepare for, and conduct a Project Kickoff Meeting with the City, including key firms and individuals from the Design-Builder’s Project team, and City Project team members. The Project Kickoff Meeting is intended to confirm Project procedures and communications protocols, critical success factors, Project scope, schedule and deliverable milestones, and work sequencing, including any proposed Early Work Packages.

As an element of the Project Kickoff Meeting, the Design-Builder will organize a 1-day partnering exercise with a third-party facilitator, intended to foster open communication, trust, understanding, and teamwork between the Design-Build team and the City Project team.

Subtask 2.2: Progress Meetings
The City’s and Design-Builder’s teams will meet weekly to discuss progress updates at a time that is mutually agreed upon by the City and the Design-Builder. The Design Builder will include any necessary staff as required. The purpose of the meetings will be to facilitate the work of the DesignBuilder and any subcontractor or other organization that is not progressing to schedule, resolve conflicts, identify and resolve any potential delays and, in general, coordinate and facilitate the execution of the Work. These meetings will include updates on cost estimates, schedule, design progression, and ongoing and lookahead site activities. • These progress meetings may include an agenda topic to resolve any outstanding comments for technical deliverables.
• The Design-Builder will prepare agendas at least 2 days in advance of each progress meeting in consultation with the City and will prepare and distribute draft meeting minutes for City review within 3 working days following each progress meeting. Meeting agendas will include the time, date, location, attendees, and outline of discussion topics. The Design-Builder will prepare and send meeting minutes to all attendees after each meeting, site visit, or conference call. Minutes should include the time, date, location, attendees, a summary of items discussed, decisions made, and a list of action items with the responsible party and due date for each action item.

Subtask 2.3: Technical Workshops
The Design-Builder will prepare for, schedule and conduct technical workshops with the City throughout Phase 1. The scheduling and topics for these workshops will be jointly agreed upon between the City and the Design-Builder and will be intended to facilitate and support City decisions regarding the Project configuration and design, permitting, and construction planning progression.

Up to 20 workshops are anticipated during Phase 1. Related topics may be grouped and presented together within a single workshop, as appropriate. Meeting topics may include the following:
• PDB chartering and governance
• Field investigation results and implications (e.g., Geotechnical, utilities surveying, mapping, etc.). • Alternatives analysis
• Conceptual Design Report review
• Layout and configuration of new main electrical building. • Layout and configuration of new substations and switchgear

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-6
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Exhibit C_Phase 1 Scope of Services_PDB Agreement
• Standby generator siting, electrical configuration, fuel storage, and air pollution control • Coordination with electric utility (Pacific Gas & Electric [PG&E]). • Conversion of 2.4kV interstage pumps and blowers to 480V • Control strategies and PLC automation for interstage pump and blower operation • Construction sequencing and schedule
• Coordination of construction with plant operations and temporary power requirements • Strategy to procure long-lead items and equipment.
• Environmental, Permitting and Approvals review.
• Cost modeling/estimating and Project scheduling.
• Milestones design (conceptual design, 30%, 60%) review. • GMP Proposal planning.
• Value Engineering review.
• GMP Proposal review.

Subtask 2.4: Guaranteed Maximum Price (GMP) Proposal Workshop After delivery of the draft GMP Proposal, the Design-Builder will meet with the City during workshops totaling up to 8 hours to present, review, and answer questions about the content of the GMP Proposal. The Design-Builder will conduct additional workshops and meetings as needed to obtain City agreement.

All effort for coordinating working meetings, developing agendas and meeting notes, preparing working meeting materials, and conducting working meetings is included under this task.

Task 2 Deliverables

1. Draft and final kickoff meeting and partnering session agenda and notes.

2. Draft and final progress meeting agendas and notes.

3. Draft and final technical workshops agendas, notes and action items.

4. Topic-specific workshop materials for all workshops and meetings.

5. GMP workshops and follow-up meetings: Draft and final GMP Proposal Workshop agenda and notes.

Task 2 Assumptions
• Effort for coordinating working meetings, developing agendas and meeting notes, preparing working meeting materials, and conducting working meetings is included under this task. • Weekly Project progress meetings will average one hour in duration with an average of 4 members of the Design-Builder’s team including the Project Manager and Design Manager (teleconference).
• The exact timing for each technical workshop will be dependent on scheduling around other concurrent projects for the City.
• Up to 20 technical workshops of 2 hours average (each) in duration and attended by an average of 5 members of Design-Builder’s team (in-person for key staff). • Design-Builder will collaborate with City to finalize subject(s) for each workshop. • Additional technical workshops may be required to collaborate on technical subject matter not included in the previously listed technical workshops.

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-7
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Exhibit C_Phase 1 Scope of Services_PDB Agreement
• Technical workshops are in addition to meetings, site visits and workshops listed under other tasks and subtasks.
• Assume one GMP workshop lasting 4 hours and 2 follow-up meetings lasting 2 hours each, attended by 4 members of Design-Builder's team.

Task 3: Background Document Review and Validation
The Design-Builder will obtain, review, and conduct due diligence related to all Reference Documents identified in Exhibit A of the Design-Build Agreement, including all applicable record drawings. The Design-Builder will conduct thorough due diligence on any potential utility, yard piping and other infrastructure conflicts and necessary relocations. The Design-Builder will conduct any additional due diligence efforts it deems necessary to identify and manage potential conflicts.

Subtask 3.1: General Background Document Review
The Design-Builder will review all Reference Documents and consult with the City to develop a better understanding of Project requirements, site constraints, and other important Project information. The Design-Builder will field verify the location of all above-grade and accessible structures that may be incorporated into or modified by the design. Upon completion of data review, the Design-Builder shall prepare a technical memorandum (TM) to document the locations, data, and documents that were reviewed, identify any gaps, and recommend actions to advance the project.

As part of the background document review and verification, the Design-Builder will attend one site visit with key design discipline leads to verify site conditions such as electrical service, electrical distribution, SCADA architecture, structures, work spaces, mechanical equipment, among others for progressing the design. In addition, Design-Builder will interview and establish communication with the operators, electricians, and maintenance personnel for details or considerations of current state of operations not mentioned in reference documents.

The Design-Builder will review existing shop drawings of Interstage Pump, Aeration Blower, and their accessories. The Design-Builder will coordinate with the manufacturers to verify feasibility of removal of the magnetic adjustable speed drives, replacement of the medium voltage motors with inverter duty rated 480V motors. The Design-Builder will verify the City provided operating range of the pump and motor to verify the new motor, drive shaft and VFD will be effective. The Design-Builder will consult with the equipment manufacturer to get feasibility and relative costs of options for retrofitting the existing frame for the new motor, providing a new frame and new motor, and providing complete new pump/blower skid assembly. The Design-Builder will verify that the manufacturer will design the frame retrofit and will provide ACAD drawings for integration into the drawing set.

Subtask 3.2: Record Drawing Review
The Design-Builder will review available drawings, including potential conflicts and any need for utility coordination or relocations associated with yard piping, on-site and private utilities.

Task 3 Deliverables

1. Draft and Final Data and Document Review TM
Task 3 Assumptions
• For the purpose of developing pricing, assume that “accessible structures” include those that can be viewed without cutting into walls or removing equipment. For example, the interior of electrical panels will be considered “accessible.”

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-8
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit C_Phase 1 Scope of Services_PDB Agreement
• One plant staff designated by the City with tools and PPE will be available to conduct safe opening and access to electrical devices by engineer designers to corroborate record drawings, operations, and other non-recorded modifications.
• One SCADA/Instrumentation staff designated by the City with tools and PPE will be available to conduct safe opening of Network, SCADA, controls and instrumentation cabinets by I&C Engineer to corroborate drawings, operations, and other non-recorded operations. • Shop drawings of existing Interstage Pumps 2 and 3 and Aeration Blowers 1, 2, and 3 are available and will be provided to the Design-Builder in digital PDF format. • Control narrative, setpoints, flow/head, and speed range will be provided for the Interstage Pumps 2 and 3 and Aeration Blowers 1, 2, and 3, including the design operating range. • Construction record drawings are available and will be provided to the Design-Builder in digital PDF format.
• The pump and blower manufacturer will design the frame retrofit for the new 480V motors and will provide ACAD drawings of the new drive system including but not limited to the motor, drive shaft, and frame modifications.

Task 4: Field Investigations, Surveying, Mapping and Reports The Design-Builder will perform Task 4 work using California licensed professional land surveyor, California licensed geotechnical engineer, and appropriately certified contractors.

Exhibit A lists previously conducted geotechnical investigations conducted at different locations at the WWTF. While the Design-Builder may rely on the reports’ boring logs, the Design-Builder may not rely on the reports’ interpretation or recommendations for design criteria and may want to conduct additional field investigation including but not limited to utilities mapping, geotechnical, site survey.

Subtask 4.1: Underground Utility Location
The Design-Builder will develop a draft underground utility location plan to confirm utilities and yard piping where they might create Project conflicts and submit it to the City for review. The DesignBuilder will finalize the plan within 15 days following receipt of City comments. Once approved, the Design-Builder will conduct utility location described in its plan and will document the results in a TM.

The Design-Builder will submit the draft TM to the City for comment. After the City completes its review, the Design-Builder will submit the final TM within 15 days. Any remaining comments will be discussed and resolved with the City as part of a follow-up meeting, which may be part of the weekly progress meeting. The Design-Builder will incorporate this into the 30% design.

Subtask 4.2: Geotechnical Evaluation and UST Characterization The Design-Builder will develop a draft field exploration plan to identify geotechnical explorations and groundwater/dewatering requirements and submit it to the City for review. The Design- Builder will finalize the plan within 15 days following receipt of City comments. Once approved, the DesignBuilder will complete the field explorations described in its plan and document the results in field notes and TM described below. Within the plant boundary, hydro excavation shall be used for borings for the first 10 feet to minimize the risk of damaging existing utilities and infrastructure.

The Design-Builder will define geotechnical/structural design criteria and recommend construction methods (e.g. excavation, shoring, and dewatering methods) through a TM which will include:
• Site plan with approximate exploration locations on a base map, including previously completed borings and Design-Builder supplemental borings.
• Descriptive logs of subsurface explorations.

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-9
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit C_Phase 1 Scope of Services_PDB Agreement
• Description of surface, soil, groundwater, and seismic conditions. • Soil corrosivity conclusions.
• Ground and groundwater conditions conclusions to determine construction and dewatering methods.
• Recommendations for:
− Seismic design parameters.
− Site preparation.
− Utility trench excavations with temporary slope angles and excavation support. − Trench backfill.
− Ground stabilization.
− Temporary and permanent drainage systems.
− Design criteria for structures.
− Construction monitoring.
− Any other recommendations necessary to support the Design-Builder's design and construction.

The Design-Builder will submit the draft TM to the City for comment. City comments will be limited to requests for clarification and questions and will not modify the results of the evaluation or recommended criteria. Within 15 days of receiving City comments, the Design-Builder will provide the City with a final TM. Any remaining comments will be discussed and resolved with the City as part of a follow-up meeting, which may be part of the weekly progress meeting. The Design-Builder will incorporate this into the 30% design.

The Design-Builder will investigate soil and groundwater conditions in the vicinity of two underground storage tanks (USTs) to assess the potential presence of petroleum-related impacts to soil or groundwater. One UST is located south of the influent pump station and the second is located southeast of the administrative building. The investigation is being conducted to aid the City in evaluating the potential for the USTs to be removed, repurposed, or decommissioned.

The investigation will include a review of available UST records to understand tank history, construction, operation, and any documented evidence of leaks or prior corrective action. The investigation will also include advancing 3 to 4 soil borings in the vicinity of each UST to evaluate soil and shallow groundwater conditions and assess whether releases may have affected the surrounding subsurface. Each boring location will be hydro-excavated to 10 feet bgs prior to advancing direct push soil borings to total depth. Vadose zone soil samples will be collected using a hand auger alternating with the hydro-excavation work. Grab groundwater samples will be collected from the open boring (no wells will be installed). Borings will be backfilled with neat cement grout or bentonite chips, as permitted by the local CUPA. Soil and groundwater samples will be submitted to a California-certified laboratory for analysis.

Design-Builder will prepare a technical memorandum summarizing the investigation methods, analytical results, findings, and implications for UST removal, reuse or decommissioning. The technical memorandum with be submitted to the City within 60 days of completing the field work.

Geotechnical Investigation Standards. When geotechnical work is required, the Design-Builder will submit a Geotechnical Interpretation Report (GIR), addressing all information needed for code compliance, structural design, buried piping, roads, walkways, and other design elements. The GIR

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-10
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit C_Phase 1 Scope of Services_PDB Agreement
will emphasize specific construction concerns and concerns regarding the integrity of sewers, pipelines, pavement and structures. The Design-Builder will provide GIS data consisting of one Shapefile (.shp) that includes the location of each soil boring, using California State Plane Coordinates Zone III in feet.

Subtask 4.3: Surveying and Mapping
The Design-Builder will conduct surveying to develop site mapping. Surveys and mapping will include:
• Topographic data.
• Existing above-ground facilities to be altered or incorporated into the Project. • Visible surface features such as manholes, utility meters (e.g., gas, power, water), face of curb, back of sidewalk, painted traffic striping, and fencing. • Below ground information from potholing TM (Task 4.1).

The Design-Builder will submit the draft electronic drawings (Adobe PDF and AutoCAD® to the City for comment. After the City completes its review, the Design-Builder will submit the final drawings (Adobe PDF and AutoCAD®, Civil 3D, or Revit) within 15 days. Any remaining comments will be discussed and resolved with the City as part of a follow-up meeting, which may be part of the weekly progress meeting. The Design-Builder will incorporate this into the 30% design.

Surveying Standards. All surveying work will be done under the supervision of a licensed land surveyor or licensed civil engineer qualified to practice surveying in the state of California and will conform to the State of California Professional Land Surveyors Act and all state and local regulations.

The surveyor will report all survey data in California State Plane Coordinate System, Zone III using NAD83 for horizontal control and NAVD88 for vertical control. The surveyor will report all survey data in AutoCAD format in decimal feet with all associated object data on features. The Design-Builder must also provide GIS data consisting of one Shapefile(.shp) that includes the outline of each surveying area, using California State Plane Coordinates Zone III in feet.

Subtask 4.4: Temporary Operation Interruptions and Traffic Study As the Design-Builder identifies the information and data needed to complete site investigations and surveying, the following studies and plans shall be prepared to address any work that may impact existing plant operations and traffic:
• System outage request (SOR) preparation.
• Night work and weekend work request and work plan.
• Traffic control study and plan preparation
Once the required studies and plans are identified, the Design-Builder shall develop the plans and requests and allow a minimum of three business weeks for the City to review and approve prior to conducting the investigation work. As requested by the City, review meetings will be held to discuss and resolve any comments.

Task 4 Deliverables

1. Draft and Final Underground Utility Location Plan.

2. Draft and Final Underground Utility Location TM.

3. Draft and Final Exploration Plan.

4. Draft and Final Geotechnical and Groundwater Evaluation TM.

5. Draft and Final Site Survey Files and Drawings.

6. SORs and traffic control plans as needed.

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-11
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit C_Phase 1 Scope of Services_PDB Agreement
Task 4 Assumptions
• $200,000 allowance for underground utility location required during Phase 1 • $200,000 allowance for geotechnical field explorations and UST characterization • $50,000 allowance for surveying and mapping
• Up to 10 SORs and 10 traffic control plan
Task 5: Cost Modeling, Scheduling, and Constructability Reviews The Design-Builder will conduct cost model development, cost estimating, scheduling, and constructability reviews to support Phase 1 design activities, as described in the following subtasks.

Subtask 5.1: Cost Model
The Design-Builder shall develop a draft cost model to estimate construction costs through Phase 2, allowing the City to track the evolution of project costs through successive estimate submittals. The Design-Builder shall submit the draft model with loaded costs to the City for review and comment no later than three (3) business weeks after receipt of the Notice to Proceed. Following the City’s initial review, the Design-Builder shall submit a revised version with the next invoice and progress report package, as described in Task 1.8. Any remaining comments shall be discussed and resolved with the City during follow-up meetings, which may occur as part of the weekly progress meeting. The cost model shall be updated throughout Phase 1 to reflect changes identified during the design process, and updated versions shall be submitted with the progress report and invoice monthly, as described in Task 1.8.

The Design-Builder shall submit the cost model in Excel format, including all formulas, to allow the City to view all underlying calculations without hidden or locked fields. Costs shall be presented transparently and include labor classifications, rates, types and quantities of hours (e.g., overtime and night shift), materials, equipment, and subcontract costs for each item. Detailed cost breakdowns shall be provided, in addition to summaries by major cost categories and Project facilities. The Construction General Conditions Fee, Design-Build Self-Performance Fee, and DesignBuild Subcontract Fee shall be included, along with annual escalation factors. Contingency costs shall also be included and shall be based on the probability of Project risks and unknowns in the Project Risk Register; as these risks are reduced through additional Project information, the contingency is expected to decrease accordingly.

Subtask 5.2: Cost Estimates
Upon approval of the cost model, the Design-Builder will submit the cost estimates to the City with the next invoice and progress report package, as described in Task 1.8. The cost estimates shall be updated throughout Phase 1 to reflect changes identified during the design process, and updated versions shall be submitted with the progress report and invoice monthly, as described in Task 1.8.

In addition, cost estimate updates using the approved cost model structure shall be submitted, at a minimum, at the following milestones:
• No later than 2 business weeks after major design decisions and changes to Project scope and risks.
• Opinion of Probably Construction Cost (OPCC) Class 4 Estimate due with Conceptual Design Report
• OPCC Class 3 Estimate due with the 30% design
• OPCC Class 2 Estimate due with the 60% design

9.125
City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-12
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit C_Phase 1 Scope of Services_PDB Agreement
With each cost updates, the Design-Builder will submit the draft estimate for comment along with a log of changes from previous cost estimates, with a description of the basis for changes. The DesignBuilder and City will meet and confer about each cost estimate, which may occur as part of the weekly progress meeting. Regardless of whether the City has comments on estimates, the DesignBuilder will submit the updated cost estimate with the next progress report and invoice.

As part of the process, the Design-Builder will monitor Project costs in conjunction with the city will suggest ways to keep the anticipated costs at or below the City’s budget.

While it’s expected the Design-Builder will develop the GMP (Task 11) by the 60% design completion, the City may elect to accept a Phase 2 Proposal at an earlier stage of design.

Subtask 5.3: Schedule
The Design-Builder will develop a draft baseline Project Schedule including Phase 2 activities and key milestone dates no later than 3 business weeks after receipt of notice-to-proceed. Schedule shall be updated whenever a Project change occurs that would significantly affect the nature of Project activities, duration of activities, network logic, the scheduled Substantial Completion Date, or Scheduled Acceptance Date. In addition, schedule shall be updated and submitted with the progress report and invoice monthly, as described in Task 1.8. The following submittals are expected to have an updated schedule:
• Conceptual Design Report
• 30% design
• 60% design
• Any Early Work Package proposal
• Phase 2 GMP Proposal submittal
Regardless of whether the City has comments on estimates, the Design-Builder will submit the updated estimates with the next progress report and invoice. Any remaining comments will be discussed and resolved with the City as part of a follow-up meeting, which may be part of the weekly progress meeting.

All Design-Build Schedules will be consistent with the following requirements:
• Schedules will be submitted electronically in both Adobe PDF and the scheduling software native format.
• Phase 2 schedule will include any remaining Phase 1 work to be completed following the Contract Price Amendment.
• The Design-Builder will provide the City all baseline schedule software settings (e.g. Calendar Settings, User Preferences, Administrative Preferences, Schedule Settings).

Construction schedules will include the critical path, number of days after notice to proceed that items will be complete and any identified schedule constraints such as permits and work restrictions.

The initial network diagram will be prepared from a sorted activity list indicating straight "early starttotal float." Design-Builder will prepare tabulated reports showing the following:
• Baseline schedule
• Contractor or subcontractor and the Work or activity. • Description of activity.
• Main events of activity.
• Immediately preceding and succeeding activities.
• Early and late start dates.

9.126
City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-13
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit C_Phase 1 Scope of Services_PDB Agreement
• Early and late finish dates.
• Activity duration in workdays.
• Total float or slack time.
• Average size of workforce.
• Dollar value of activity (coordinated with the schedule of pay items).

Some additional requirements include:
• Activity Duration: The durations will be determined based upon resource planning under contractually defined on-site work conditions. The CM may require that the duration of major activities be calculated by the scheduling software based on the planned rate of daily production. In calculating activity durations, normal inclement weather will be considered. • Critical Path Activities: Include procurement process activities for the following long lead items and major items, requiring a cycle of more than 60 days, as separate activities in schedule.

Critical path cycle activities include, but are not limited to, submittals, acceptance, purchasing, fabrication, and delivery.
• Submittal Review Time: Include a minimum of three (3) weeks (15 working days) for the City’s review of deliverables and a minimum of four (4) weeks (20 working days) for the City’s review on major deliverables, including updates to the Conceptual Design Report (CDR), 30% design, and 60% design. Working days are defined as weekdays, excluding weekends, City holidays, and a two-week City closure period at the end of the year.
• Submittal Requirements: Coordinate submittal review times in Contractor’s construction schedule with submittal schedule. Contractor must submit all submittals 90 days prior to startup to allow for review and approval by the City, unless another time frame is specified elsewhere in the Contract Documents or agreed to with the City.

Subtask 5.4: Constructability Reviews
The Design-Builder will develop constructability reviews of the design at the 30% and 60% design submittals and submit a TM for each one. The Design-Builder will then conduct a workshop with the City to provide updates on any constructability issues and the Design-Builder’s recommendations. As necessary, the Design-Builder will conduct additional activities to resolve remaining issues and submit a final TM to the City after reviewing comments. Any remaining comments will be discussed and resolved with the City as part of a follow-up meeting, which may be part of the weekly progress meeting.

As part of Phase 1 design development and constructability reviews, value engineering (VE) will be an ongoing process throughout design. The Design-Builder will evaluate VE ideas and concepts as the design progresses, including opportunities related to constructability, cost savings, operational efficiency, maintainability, schedule improvement, risk reduction, and overall Project performance.

The goal of VE is not only to reduce construction cost, but also to balance scope, budget, quality, operations, lifecycle considerations, and schedule.

The City may also elect to coordinate a third-party VE review or workshop if the Project budget is exceeded. If conducted, the Design-Builder shall participate in the VE workshops, which typically lasts 3 to 5 days, and assist the City in providing necessary Project information to the VE team, including current cost estimates, schedule, plans, reports, specifications, and other relevant design documents no later than two weeks prior to the start of the VE workshop. e Design-Builder shall review VE recommendations with the City and incorporate accepted recommendations into the Project design as directed by the City PM.

9.127
City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-14
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit C_Phase 1 Scope of Services_PDB Agreement
Task 5 Deliverables

1. Cost model and cost estimate updates including Phase 2:

I. Initial cost model
II. Cost estimate and cost model after City’s approves cost model structure III. Updated models and estimates with major design decisions and changes to Project scope and risks.

IV. OPCC Class 4 Estimate due with the update of the CDR.

V. OPCC Class 3 Estimate due with the 30% design.

VI. OPCC Class 2 Estimate due with the 60% design.

2. Schedule to be updated and submitted with the following deliverables at minimum:

I. Conceptual Design Report
II. 30% design
III. 60% design
IV. Any Early Work Package proposal
V. Phase 2 GMP Proposal submittal

3. Draft and Final Constructability TM and VE items for 30% and 60% design submittals.

Task 6: Permitting and Approvals
The Design-Builder will support all necessary activities to acquire permits and approvals identified and defined in Exhibit D.

Subtask 6.1: Permitting and Approvals Plan
The Design-Builder will develop a draft Project Permitting and Approvals Plan which identifies all permits and approvals needed for the Project, including timeline for both the primary and supporting parties consistent with Exhibit D. This plan would also include any other permits/approvals identified by the Design-Builder. The Design-Builder will prepare a draft plan and submit it to the City for review.

The Design-Builder will finalize the plan within 10 days following receipt of City comments and update as necessary with substantial changes. The updated plan should be provided to the City during the update of the CDR, 30% design submittal, 60% design submittal, phasing plan, any early works package proposal, and Phase 2 GMP Proposal.

The plan will include a detailed schedule and identify discrete activities necessary for each permit and approval (e.g. draft application, supporting materials, City review, revised application, application submittal, responses to comments, City review, to the approving entity, preparing responses to approving entity comments, City review of responses, resubmittal of application).

For each identified permit/approval, the plan will include permit tracking procedures and the protocols for incorporating conditions into design and construction. In addition, a preliminary data needs list has been included below. All geographic information requested in GIS or CAD (preferred coordinate system is NAVD 1988; if that is not possible, please indicate which coordinate system is used).

Subtask 6.2: Permits and Approvals Prior to Contract Price Amendment The Design-Builder will implement the plan described in Task 6.1 to obtain or support the City obtaining all permits/approvals identified in Exhibit D as being required prior to the Contract Price Amendment, as may subsequently be modified with the City. The Design-Builder will:

9.128
City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-15
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit C_Phase 1 Scope of Services_PDB Agreement
• Meet with the City regarding the strategy for and status of obtaining those permits (this could occur during the weekly progress meetings).
• As needed, conduct any additional field studies, technical analysis, or evaluations to support the permit/approval applications.
• Develop permit/approval applications and supporting documentation to meet the requirements of the governmental and non- governmental entities issuing the permits and approvals for permits and approvals identified as Design-Builder responsibilities. • Submit drafts of all applications to the City for review and approval prior to submittal to the approving entity. Obtain signatures as needed for the applications. • Support development of permit/approval applications and develop supporting documentation necessary for each permit/approval for permits and approvals identified as City responsibilities. • Actively monitor the status of permit/approval processing and respond to requests for clarification, additional information, and application revisions by the approving entities. • Attend meetings with the approving entities to expedite permit processing. Notify the City in advance of such meetings for possible City attendance. Develop and distribute draft and final agenda and meeting minutes to the approval entities and City, incorporating comments. • Report to the City once the permit or approval has been obtained.

Task 6 Deliverables

1. Draft, final, and updated Project Permitting and Approvals Plans

2. Draft, final, and revised applications for all permits and approvals listed as Design-Builder Responsibility in Exhibit D of the Design-Build Agreement, as may be modified during Phase 1.

3. Draft and final supporting documentation for permit and approval applications, including both Design-Builder- and City-obtained permits and approvals as listed in Exhibit D.

4. Draft and final agenda and meeting minutes from meetings with permitting entities.

Task 6 Assumptions
• Stormwater Pollution Prevention Plan (SWPPP) will be completed to 60% during Phase 1 and finalized during Phase 2 when 90% design drawings are available. • Upon completion of Final SWPPP, NPDES Construction General Permit application support will be completed in Phase 2.
• Meetings with permitting entities, CEQA consultant and the City, if needed, are assumed to be covered under Subtask 2.2 Progress Meetings.
• Monterey Bay Air Resources District Permit plan will be developed under Phase 1 but will be completed in Phase 2 once the permanent generator is selected. • Responses to City of Santa Cruz Building Permit comments on plans and specifications are addressed in Task 9: Design Submittal
• Design-Builder shall coordinate and support utility approvals; however, approval durations, review comments, commitment drawings, and utility actions remain outside Design-Builder control.

Task 7: Public Outreach
Throughout Phase 1, the Design-Builder will provide supporting technical information regarding the Project to support the City’s stakeholder outreach activities.

9.129
City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-16
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit C_Phase 1 Scope of Services_PDB Agreement
Task 7 Deliverables
As requested by the City. Requests and deliverables may include:

1. Participate in regular, internal outreach team meetings

2. Contribute or review outreach content

3. Present at public meetings

4. Develop figures, fact sheets, posters
Task 7 Assumptions
• $100,000 allowance to provide public outreach support for the Project. • Public outreach will be led by the City. Design-Builder will support City-led outreach activities, attend identified meetings, and provide project materials as requested.

Task 8: Conceptual Design Report (CDR)
The Design-Builder will work collaboratively with the City to evaluate a minimum of 2 alternatives for achieving a final Project concept to carry forward into design. The final Project concept will be capable of meeting the Owner’s Criteria set forth in Exhibit B, as may be modified based on input from the Design-Builder and concurrence of the City. The concept will be further defined as part of the CDR.

The Design-Builder will coordinate with the manufacturers to verify feasibility of removal of the magnetic adjustable speed drives, replacement of the medium voltage motors with inverter duty rated 480V motors. The Design-Builder will verify the City provided operating range of the pump and motor to verify the new motor, drive shaft and VFD will be effective. The Design-Builder will consult with the equipment manufacturer to get feasibility and relative costs of options for retrofitting the existing frame for the new motor, providing a new frame and new motor, and providing complete new pump/blower skid assembly. The Design-Builder will verify that the manufacturer will be design the frame retrofit and will provide ACAD drawings for integration into the drawing set.

Subtask 8.1: Alternatives Analysis
Alternatives analysis will specifically be conducted for:
• Siting/layout of new electrical building and selection of building construction materials • Siting/layout and of major equipment including switchgear, transformers, and standby generator(s).
• Removing, decommissioning, or repurposing the existing underground fuel storage tanks. • Equipment capacity changes where alternatives to the capacities identified in the RFP and its attachments are proposed.
• Other Project decisions that materially affect City capital and life cycle cost, benefits, or risk.

Subtask 8.2: Conceptual Design Report
Based on the alternatives analyses in Subtask 8.1, The Design-Builder will prepare and submit to the Owner an update of the CDR which will include the Design-Builder’s evaluation findings and specific recommended preliminary design for Project Improvements. The CDR will explain how the proposed preliminary design will meet the Owner’s performance, operational, and maintenance requirements for the Project and comply with all legal and regulatory requirements. The CDR will include information on alternatives considered and evaluated and information on the rationale or method by which the recommended design was selected.

9.130
City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-17
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit C_Phase 1 Scope of Services_PDB Agreement
Information considered in the evaluation of alternatives and selection of a recommended design will include but not be limited to:
• Reliability and redundancy, of the recommended equipment and layout • Ease of Owner operation and maintenance
• Personnel Safety
• Flexibility for future modification or expansion
• Flood modeling and determination of design elevation for new/modified equipment • Estimated cost model cost estimate
• Traffic control and temporary shutdown/operations interruptions during construction and startup • Permit and PG&E coordination requirements
After the alternative is selected, the Design-Builder will prepare an update to the CDR and submit it to the City for review. Within 20 days of receiving City comments, the Design-Builder will prepare a final update of the CDR. The CDR contents shall include but not limited to the following:
• Table of contents (with electronic bookmarks)
• Executive summary
• Project overview and objectives
• System capacity and redundancy criteria
• Site conditions and constraints
• Permitting and electrical utility approval requirements • Recommended design elevation or flood protection for the New Electrical Building, standby generator, and substations
• Recommended disposition of existing underground fuel storage tanks and potential impacts to construction schedule or sequencing.
• Alternatives evaluation description and associated cost estimates • Alternatives pros/cons and documentation of the selected alternative • Selected alternative
− Design criteria and basis
− Preliminary performance guarantees
− Updated cost estimate (Class 4)
− Early procurement recommendations
− Hazardous materials handling and disposal methods
− Construction sequencing and schedule
− Traffic control and temporary shutdown/operations interruptions during construction and startup
− Description of proposed support systems and connection points to existing plant systems where applicable (fire suppression, fire alarm, network, security, public address) − Preliminary design drawings include but not limited to site plan with staging area and plant traffic and parking during construction, proposed site plan, demolition plans, equipment layout, existing single line diagram, proposed single line diagram. − Update of cost model and cost estimates
− Update of construction sequence and schedule

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-18
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit C_Phase 1 Scope of Services_PDB Agreement
• Appendices of TMs described in Task 4, along with any other TMs developed to date, provided as reference information.

Task 8 Deliverables

1. Draft CDR

2. Final CDR
Task 8 Assumptions
Design will use existing modeling information and maps available from the existing FEMA flood insurance study (FIS) for the flood evaluation to mitigate flood risk. No HECRAS flood modeling runs are included in the scope, if required additional budget would need to be negotiated with the City.

Task 9: Design Submittal
The Design-Builder will prepare and submit design packages at the 30% and 60% design milestones, including drawings, specifications, calculations, cost estimates, schedule, and supporting documentation sufficient for City review.

Subtask 9.1: 30% Design Submittal
This submittal should describe the design alternatives considered, final process design, design criteria, equipment selection, building concepts, basic alignments, preliminary physical arrangement, and site design. The information in this submittal should allow the City to review the approach and overall concepts put forth by designer. Supporting documentation such as calculations and equipment data sheets should be included in this submittal to support analyses of equipment or design alternative selection and recommendations as reflected in the submittal.

The Design-Builder will prepare 30% Design documents sufficient for City review of the design concepts and methods. The 30% submittal will include design drawings, specifications, and calculations.

The design parameters include: all design criteria established, utility requirements, design safety requirements, major equipment type and capacity.

The 30% Design Submittal will include, but is not limited to:
• Demolition: demolition plans for maintenance building and associated utilities • Civil: yard piping / underground utility plan including proposed ductbank route • Structural: foundation plan for main electrical building and, generator(s) • Architectural: main electrical building floorplan and elevations • HVAC: air flow diagram showing HVAC system architecture for main electrical building • Electrical:
− Abbreviated Electrical Work Sequence for MV and LV distribution systems. − Plan for temporary supply of power.
− MV and LV demolition.
− Electrical load calculations.
− MV equipment and generator selection
− LV switchgear equipment selection
− Preliminary Electrical Model: Load Flow, Short Circuit Calculations.

9.132
City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-19
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit C_Phase 1 Scope of Services_PDB Agreement
− Site plan showing proposed route of 21kV loop
− Overall one-line diagrams
− Individual substation one-line diagrams
− Main electrical building layout / power plan
− Substation layout / power plans including indoor switchgear − Specifications for any proposed early procurement equipment − Preliminary electric utility (PG&E) coordination information including proposed route for incoming service conductors, available short circuit at Point of Connection. • Instrumentation & Controls
− Control systems, network diagram, block diagrams for MV and LV distribution, showing proposed tie-in points for new electrical equipment
− P&IDs for interstage pumps and blowers showing new VFDs and any proposed new instrumentation
− Control strategies for interstage pumps and blowers reflecting speed control operation with new VFDs.
− SCADA software assessment for tag expansions
− Fiber site network plan
• Process Mechanical
− Abbreviations and notes sheet
− Plan view of interstage pump and aeration blower showing the proposed motors and frame modifications. Proposed motors and frame modifications will be designed by the pump and blower manufacturers, and they will provide ACAD drawings for x-reference into the construction drawings
• Update of cost model and cost estimates
• Update of construction sequence and schedule
• Specifications
Subtask 9.2: 60% Design Submittal
This submittal should provide a comprehensive set of design documents sufficient for a thorough review by City staff and for submittal for City Building Department review. Major design decisions should be made by this submittal stage, such as pipeline alignments, materials selections, and major equipment. Supporting documentation such as calculations and equipment data sheets should be included in this submittal for design decisions made between 30% and 60%.

The Design-Builder will prepare 60% design documents sufficient for a thorough review of the design structures and processes. The 60% submittal will include design drawings, specifications, and calculations.

The additional design parameters beyond 30% include: proposed equipment and potential equipment manufacturers.

The 60% Design Submittal will include:
• Demolition:
− Plans and details for maintenance building and associated utilities, electrical substations and switchgear

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-20
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Exhibit C_Phase 1 Scope of Services_PDB Agreement
• Civil:
− Yard piping / underground utility plan including proposed ductbank route − Paving and grading around new structures and equipment slabs • Structural:
− Plans and sections for main electrical building, transformers, and outdoor switchgear • Architectural:
− Plans, sections, elevations, and code compliance sheets for main electrical building • HVAC:
− Plans, sections, air flow diagram, and schedules for HVAC system • Fire protection and detection:
− Proposed fire protection and detection system for main electrical building • Process Mechanical
− Plan and section views of interstage pump and aeration blower showing the proposed motors and frame modifications. Proposed motors and frame modifications will be designed by the pump and blower manufacturers, and they will provide ACAD drawings for x-reference into the construction drawings.
− Details associated with pump and blower modifications. • Electrical:
− Site plan showing 21kV loop, VFI Switches, Substations, transformers, standby generator connection(s), house power to main electrical building, auxiliary power to standby generator(s), network and support system connections.
− Duct bank sections
− Overall one-line diagrams for MV and LV distribution
− Individual substation one-line diagrams and LV switchgear elevations − Main electrical building power & control plan, lighting, power plan, and grounding plan. − Substation power, control, and grounding plan(s) including indoor switchgear. − Standby generator power, control, and grounding plan(s) − Interstage Pump and Blower area power and control plans − Control schematics for interstage pumps and blowers
− Electric utility (PG&E) coordination information including proposed route for incoming service conductors
− The new 480V motors may need to parallel fed so two sets of conduits would need to be routed to the motor. The existing conduits are embedded in the concrete. New conduits would be non-embedded.
− Pump and Blower power preliminary design, including routing, and motor controller sizing. − Electrical Model: Load flow and Short-circuit calculations one line diagram. • Instrumentation & Controls
− Control system / network block diagram showing proposed tie-in points for new electrical equipment

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-21
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Exhibit C_Phase 1 Scope of Services_PDB Agreement
− P&IDs for interstage pumps and blowers showing new VFDs and any proposed new instrumentation
− Instrument index
• Construction Sequencing
− Graphical illustration of proposed order of construction, including new PG&E service / main switchgear, standby generator(s) and substation replacements • Specifications:
− All sections in all divisions planned to be included in the final design package • Update of cost model and cost estimates
• Update of construction sequence and schedule
Task 9 Deliverables

1. 30% and 60% design electronic submittals, including incorporation of all City review comments from the prior submittal into the subsequent submittal:

2. Drawings as listed and required for execution of the scope

3. Specifications as listed and required for execution of the scope

4. Update of the cost estimate/models

5. Update of construction sequence and schedule
Task 9 Assumptions
• The pump and blower manufacturer will design the frame retrofit for the new 480V motors and will provide ACAD drawings of the new drive system including but not limited to the motor, drive shaft, and frame modifications.
• Design development may continue beyond the identified milestone percentages as necessary to support procurement activities, permitting activities, schedule recovery, GMP development, and risk mitigation.

Task 10: Construction Sequencing Plan and Subcontracting and Self-Performance Plan
The Design-Builder will prepare and submit a Construction Sequencing Plan and a Subcontracting and Self-Performance Plan. The Construction Sequencing Plan will cover methods, schedule, critical milestones, and coordination with plant operations. The Subcontracting Plan will outline work packages (self perform vs. subcontractor), and procurement approach.

Subtask 10.1: Construction Sequencing Plan
The Design-Builder will evaluate the alternative construction sequencing concepts and recommend a construction sequencing plan. The Design-Builder will submit the draft plan to the City for comments and will lead meeting to discuss recommendations with the City. After the City completes its review, the Design-Builder will submit the final plan within 15 days. Any remaining comments will be discussed and resolved with the City as part of a follow-up meeting, which may be part of the weekly progress meeting.

This plan will be drafted after the 30% design package and then similarly updated and reviewed at each design milestones. This plan will synchronize with the Phase 2 Schedule (Task 5.3), and it may consider an Early Works Package(s) or other methods to allow construction to commence before the

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-22
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit C_Phase 1 Scope of Services_PDB Agreement
design is completed on the entire Project. The Design-Builder will complete the following tasks for the recommended plan:
• Write overall description with key elements of the approach. • Detailed schedule (e.g. at 30% design) with design and construction activity inter-relationships. • Identify City required assistance, pre-purchased cost and quantity of materials, and any risks or benefits (e.g. deferred permits).
• Plant operation maintenance plan during construction including work restrictions and constraints.
• Detailed plan for proposed plant shutdowns and tie-ins. • Identify critical events and milestones.
• Perform risk assessment and contingency planning to maintain plant operations and for unexpected delays and mitigations required to meet critical deadlines. • Coordination planning with ongoing plant operations and maintenance activities. • Draft start-up, commissioning, and acceptance testing plan. • Draft SCADA integration plan.
• Draft asset management plan which shall include entering all new equipment, spare parts, and preventive maintenance plans into CityWorks.
• Draft training plan which shall include operations and maintenance (O&M) manuals for all equipment and systems.

Subtask 10.2: Subcontracting and Self-Performance Plan
The Design-Builder will develop a proposed Subcontracting and Self-Performance Plan. The DesignBuilder will submit the draft plan to the City for comment. After the City completes its review, the Design-Builder will submit the final plan within 15 days. Any remaining comments will be discussed and resolved with the City as part of a follow-up meeting, which may be part of the weekly progress meeting. This plan will be drafted prior to the 60% design package and then similarly updated, reviewed and finalized prior to the GMP Proposal package. It will include:
• Expected work packages with estimated values.
• Details on what work packages are to be competitively procured vs. self-performed (including by key firms) and the rationales.
• Confirm City’s right on every subcontract the right to require competitive best value proposals or competitive bidding.
• Competitive subcontracting process:
• Work packages to be competitively bid.
• Work packages where the City might benefit from a prequalification process and/or best value type competition.
• Local participation and outreach.
• Subcontractor prequalification process.
• Subcontractor selection process for each recommended best value type competition. • Procurement plan for subcontractors, equipment vendors, and material suppliers. • Project schedule coordination with long lead items.
• Minimum equipment experience requirements.

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-23
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit C_Phase 1 Scope of Services_PDB Agreement
The following is a list of subcontractors identified by the City. The Design-Builder is not required to use the identified subcontractors, and the Design-Builder retains full discretion in assembling their Project team in accordance with the Project requirements. • Bess Utility Solutions (underground utility locating) • Calcon (system integrator)
• Earth Systems (geotechnical engineering)
Subtask 10.3 Equipment Procurement Plan
The Design-Builder will develop and submit an Equipment Procurement Plan. The Design-Builder will submit the draft plan to the City for comment. After the City completes its review, the Design-Builder will submit the final plan within 15 days. Any remaining comments will be discussed and resolved with the City as part of a follow-up meeting, which may be part of the weekly progress meeting. This plan will be drafted prior to the 60% design package and then similarly updated, reviewed and finalized prior to the GMP Proposal package. It will include:
• Identification of equipment to be procured, including early and long‑lead items. • Procurement strategy, including roles and responsibilities of Design-Builder personnel. • Plan to facilitate, purchase, receive, and store early‑procurement equipment. • Procurement schedule coordinated with the Project schedule. • Proposed storage locations and duration for pre‑procured and long‑term stored equipment. • Logistics for handling, transportation, and staging.
• Procedures for disposal of demolished infrastructure and equipment. • Handling and disposal requirements for potentially hazardous materials, in compliance with applicable regulations.
• Risk management measures related to procurement, storage, and disposal.

Task 10 Deliverables

1. Draft Phasing Plan at 30% and updates at 60%.

2. Final Phasing Plan at 30% and updates at 60%.

3. Draft Self-Performance and Subcontracting Plan for City review at 60%.

4. Final Self-Performance and Subcontracting Plan for City review at 60%.

5. Draft Equipment Procurement Plan for City review at 60%.

6. Final Equipment Procurement Plan for City review at 60%.

Task 10 Assumptions
• Draft start-up, commissioning, and acceptance testing plan will be prepared only for equipment and appurtenances provided as part of this project.
• Draft SCADA Integration plan will be prepared for integration of new/modified equipment and appurtenances provided as part of this project into the City overall SCADA. • Draft asset management plan will be prepared only for equipment and appurtenances provided as part of this project. City to support development of the asset management plan with personnel familiar with existing asset management system • Draft training plan and O&M manuals will be prepared only for new equipment provided as part of this project. The draft training plan will provide a framework for the training that will be conducted during Phase 2.
• O&M manuals will be the vendor prepared O&M manuals provided during Phase 2.

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-24
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Exhibit C_Phase 1 Scope of Services_PDB Agreement
• Underground storage tank removal, repurposing, or decommissioning will not be included in the draft construction sequencing plan.

Task 11: Guaranteed Maximum Price (GMP) Development
The Design-Builder will develop the Phase 2 GMP Proposal and submit to the City for review. The Phase 2 GMP will include any early works packages planned prior to the GMP submission. Any Early Work Packages are considered part of Phase 2 Work. Advancement of such work during Phase 1 does not constitute a change to the Phase 1 scope, schedule, and fee. Associated costs with Early Work Packages will be negotiated and included with Phase 2 pricing. The Design-Builder will present the GMP to the City in up to two workshops, each up to 2-hour in duration. After the City completes its review and provides comments, the Design-Builder will submit a revised GMP. As necessary, the Design-Builder and City will have additional meetings to resolve any additional comments. After City acceptance of the proposed GMP, the Design-Builder will submit a proposed Phase 2 Contract Price Amendment in accordance with the requirements of the Design-Build Agreement.

As part of the process, the Design-Builder will ensure costs are transparent and the City is able to see all details with nothing hidden or “locked” as described in Task 5.1.

The Phase 2 GMP Proposal Submittal(s) will meet the requirements set forth in the Design-Build Agreement. Unless the City agrees to an Early Work Package(s), completion of Tasks 1–10 to the City’s satisfaction will be a precondition to the Design-Builder submitting its Phase 2 Proposal(s).

The Phase 2 GMP Proposal will include but not limited to the following information:
• Approved set of 60% design documents.
• A list of drawings and specifications for 100% ready for construction, as necessary to define the Project.
• Proof of all permits and approvals that the Design-Builder was responsible for obtaining prior to the Contract Price Amendment, as identified in Exhibit D of the Design-Build Agreement. • Updated Exhibit D identifying the status and responsibilities for all project permits and approvals.
• Proposed Phase 2 Health and Safety Plan.
• Proposed Phase 2 PEP with all the necessary sections such as risk management, quality, communication as described in Task 1.
• Proposed Asset Tagging Protocols.
• Phase 2 Price Proposal, using the Project Cost Model, including all backup information to support the Phase 2 Price Proposal. Supporting documentation will include, at a minimum:
− Subcontractor and materials/equipment vendor bids and quotations. − Details supporting estimates for self-performed construction work (labor, materials, and equipment).
− Expense rates such as mileage charges, per diem for meals and lodging, and personnel vehicle rentals.
− Unburdened rental rates on construction equipment, trailers, storage, staging space and major tools.
− Allowances (where appropriate).
− Labor and expense costs for engineering construction support consistent with the Phase 2 professional services billing rates included in Exhibit E to the Design-Build Agreement.

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City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-25
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Exhibit C_Phase 1 Scope of Services_PDB Agreement
− Details for any other relevant labor, expense, or other costs. − Design-Builder contingency based on probabilistic assessment of risks and cost consequences if realized, weighted for probability of occurring. − All other proposed assumptions and clarifications on terms and conditions used are not covered in the preceding items.
• Design-Build Schedule including identification of Design-Builder commitments (dates) for achieving Substantial Completion, Acceptance, and Final Completion. • Descriptive information on all engineering, procurement, materials, construction labor, equipment, design gap narratives, and other services necessary to perform the Design-Build work as required under the Design-Build Agreement.
• Revised Plan for Maintenance of Plant Operations during Construction. • Draft Preliminary Operator and Maintenance Staff Training Plan. • Draft Startup and Commissioning Plan
• Proof of Phase 2 insurance.
• Commitment of Surety to provide Payment and Performance Bonds for 100% of the Phase 2 Guaranteed Maximum Price.
• Revised Exhibits B, and C, to the Design-Build Agreement reflecting information developed by the Design-Builder and changes to the Project scope, design criteria, and Performance Standards.

Task 11 Deliverables

1. Early Works Package(s)

2. Phase 2 Proposal and revisions.

3. Negotiated Phase 2 Contract Price Amendment.

Task 11 Assumptions
• The City reserves the right to convert any cost model estimate into GMP at any point during Phase 1 Scope.
• If GMP negotiations extend beyond the planned negotiation period, Design-Builder may continue authorized design and preconstruction services to maintain schedule, subject to compensation under Phase 1.
• Early Works Package(s) are anticipated considering equipment lead times. Early procurement of the Electrical Building may also be required.
• The City will authorize final design services included in Phase 2 to proceed concurrently with GMP negotiations to avoid an interruption in design development.

Task 12: Phase 2 Design Support During Construction (Allowance) Additional work activities by the Engineer of Record and subconsultants during Phase 2, as described in the PDB Agreement, include but are not limited to: permitting, engineering services during construction, submittal reviews, responding to RFI’s, inspections, startup and commissioning, training, computerized maintenance management system update, preventive maintenance update, equipment labeling, designer effort to produce conformed to construction record drawings, and participation in Project meetings and management activities.

Task 12 Deliverables

1. To be identified in the Phase 2 Design Support During Construction proposal.

9.139
City of Santa Cruz Project WEER Exhibit C Phase 1 Scope of Services Section 2 2-26
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit C_Phase 1 Scope of Services_PDB Agreement
Task 12 Assumptions
• Cost associated for Design-Builder to complete the design (e.g., 90% and final design develop) is included in this allowance.
• The 90% design submittal is anticipated to include the 90% drawings and specifications, along with supporting Phase 2 documents, including but not limited permit status, updated schedule, Construction Sequencing Plan, and startup, commissioning, and acceptance testing plan. • The final design submittal is anticipated to include final, stamped-for-construction drawings and specifications, along with the final Phase 2 documents identified above in Task 11. • This allowance will be converted to a Lump Sum proposal and negotiated with the Phase 2 Contract Price Amendment.

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Progressive Design Build Agreement Exhibits
D-1
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit D: Permits and Approvals

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Progressive Design Build Agreement Exhibits Exhibit D
D-2
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City of Santa Cruz Project WEER Progressive Design-Build Agreement Exhibits

1.1 Introduction
This exhibit identifies expected permits and approvals that will be required for the project.

1.2 Required Permits and Approvals
Table D-1 summarizes the potential permits and approvals that may be required for the Project.

Additional local approvals or permits may also be necessary. The table identifies the responsibilities of the City and the Design-Builder. The Design-Builder is responsible for identifying and obtaining all permits and approvals, even if they are listed as the City’s responsibility or not included in Table D-1.

Table D-1 shall be updated and expanded as part of the Phase 2 Proposal developed by the DesignBuilder and, upon City approval, incorporated into the Contract Price Amendment.

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Progressive Design Build Agreement Exhibits Exhibit D
D-3
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Table D-1. Permits and Approvals
Agency Permit or Type of Approval Permittee / Approval Holder Application Manager(1) Anticipated Timing of Permit Submittal Central Coast Regional Water Quality Control Board (CCRWQCB) Notice of Intent to comply with National Pollutant Discharge Elimination System (NPDES) Construction General Permit
Design-Builder Design-Builder Phase 2: Notice to Proceed Stormwater Pollution Prevention Plan Design-Builder Design-Builder Phase 2: Notice to Proceed Coastal Development Permit Design-Builder Design-Builder Phase 2: Notice to Proceed State Historic Preservation Office National Historic Preservation Act, Section 106 City City/ City Permitting Consultant Phase 1: 60 Percent Design SubmittalCity of Santa Cruz(2) Wastewater Discharge Permit Amendment City City Phase 1: 90 Percent Design Submittal Building Permit (including ADA Requirements,
Architectural, Electrical, Site, Fire Department
and Public Works reviews)
Design-Builder Design-Builder Phase 1: 90 to 100 Percent Design Submittal Planning Permits under the zoning code Design-Builder Design-Builder Phase 1: 90 to 100 Percent Design Submittal Stormwater Pollution Prevention Exemption Design-Builder Design-Builder Phase 2: Notice to Proceed Monterey Bay Air Resources District
Authority to Construct City Design-Builder Phase 2: Notice to Proceed Permit to Operate City Design-Builder Phase 2: Notice to Proceed PG&E Primary Service Replacement Application City Design-Builder Phase 2: Notice to Proceed

1. The Permit Application Manager shall be responsible for all permit fees and for managing the permit approval process in its entirety. The Application Manager is expected to remain actively engaged throughout the review process, including follow-up, coordination, and resolution of comments from permitting agency, until final approval is secured.

2. If the Design-Builder’s approach requires removal of any heritage trees, the Design-Builder shall be responsible for obtaining all required permits and approvals, and for completing all associated tree removal and replacement requirements in accordance with applicable regulations.

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Progressive Design Build Agreement Exhibits
E-1
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit E: Supporting Price Information

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I
Wastewater Energy and Electrical Resiliency (WEER) Project Proposal

ROYAL ELECTRIC
Form 1. Progressive Design-Builder Fee and Rate Proposal Summary
This Form 1 will be incorporated into Exhibit E (Supporting Price Information) of the Draft Progressive Design-Build Agreement in Appendix I.

Phase 1 Price
The Preliminary Services Fee is the lump sum amount payable to the Design-Builder for performing Phase 1 Services, which include design and pre-construction activities as defined in Appendix I – Draft PDB Agreement and Exhibit C of the agreement. This fee represents full compensation for all services required during Phase 1 unless otherwise provided in the Contract Documents. The total Phase 1 Preliminary Services Fee is the sum of items below:

Task 1: Project Management $ 450,000.00
Task 2: Meetings and Workshops $ 485,000.00
Task 3: Background Document Review and Validation $ 120,000.00 Task 4: Field Investigations, Surveying, Mapping and Reports $ 50,000.00 Subtask 4.1: Allowance for Utility Location During Phase 1 $ 200,000.00 Subtask 4.2: Allowance for Geotech and Tanks $ 200,000.00 Subtask 4.3: Allowance for Surveying and Mapping $ 50,000.00 Task 5: Cost Modeling, Scheduling, and Constructability Reviews $ 115,000.00 Task 6: Permitting and Approvals $ 250,000.00
Task 7: Public Outreach $ 100,000.00
Task 8: Conceptual Design Report $ 350,000.00
Task 9: Design Submittal $ 2,450,000.00
Task 10: Construction Sequencing Plan and Subcontracting and Self-Performance Plan $ 120,000.00
Task 11: Guaranteed Maximum Price (GMP) Proposal and
Negotiations $ 75,000.00
Task 12: Phase 2 Design Support During Construction (Allowance) $ 2,350,000.00 Total Phase 1 Preliminary Services Fee $
Phase 2 Pricing Elements
Provide the following Phase 2 pricing elements:

General Conditions Fee. The General Conditions Fee covers all costs associated with managing and supporting the Design-Build Work, calculated as a fixed percentage of the Phase 2 Cost of Work. These costs include wages and salaries for supervisory and administrative personnel working on-site, off-site at staging or manufacturing facilities, and at the Design-Builder’s offices, along with related employee benefits, taxes, and insurance (excluding bonuses). It also encompasses approved travel and accommodations for personnel outside the Greater Bay Area, field office and administrative construction supplies for staff, temporary amenities required for project site activities, site cleanup, and expenses for construction trade training programs. No additional compensation beyond this fee will be provided for these items. See Exhibit M of the Draft Progressive Design-Build Agreement Appendix I for more details.

11.00 %
Phase 2 Pricing Elements
Provide the following Phase 2 pricing elements:

Anticipated Phase 2 Self-Performance Percentage. The best estimate of the percentage of work to be self-performed by the 7600 %

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II
Wastewater Energy and Electrical Resiliency (WEER) Project Proposal

ROYAL ELECTRIC
fee will be provided for these items. See Exhibit M of the Draft Progressive Design-Build Agreement Appendix I for more details.

Phase 2 Pricing Elements
Provide the following Phase 2 pricing elements:

Anticipated Phase 2 Self-Performance Percentage. The best estimate of the percentage of work to be self-performed by the Design-Builder as described in Exhibit N of the Draft Progressive Design-Build Agreement Appendix I.

76.00 %
Design-Builder Self-Performance Fee. The Design-Builder SelfPerformance Fee represents the dollar amount calculated by applying the Self-Performance Fee percentage, as submitted in the Design-Builder’s proposal, to approved Design-Build Costs for work self-performed by the Design-Builder, excluding insurance, sales taxes, and bonds. This fee accounts for profit, risk, mark-up, and general or indirect overhead related to the Design-Build Work and includes costs for Additional Insurance required from enrolled and excluded parties, as outlined in Exhibit G (Insurance). It does not include any reductions in insurance costs resulting from eligibility for City-provided coverage. See Exhibit N of the Draft Progressive Design-Build Agreement Appendix I for more details.

15.00 %
Design-Builder Subcontract Fee. The Design-Builder Subcontract Fee is calculated by applying the Subcontract Fee percentage, as submitted in the Design-Builder’s proposal, to approved DesignBuild Costs for work subcontracted to third parties, excluding insurance, sales taxes, and bonds. This fee applies to all non-selfperformed work, including but not limited to design services, material testing, other subcontracted professional services, and material or equipment purchases, but excludes any work performed by affiliates of the Design-Builder. The Subcontract Fee represents amounts attributable to profit, risk, mark-up, and general or indirect overhead costs, and includes costs for Additional Insurance required from enrolled and excluded parties as detailed in Exhibit G (Insurance). It does not include reductions in insurance costs resulting from eligibility for City-provided coverage. See Exhibit N of the Draft Progressive Design-Build Agreement Appendix I for more details.

5.00 %
Discount for Lump Sum. The Discount for Lump Sum as a
percentage represents the Design-Builder’s discount for converting the Project from a GMP to a Lump Sum value upon successful negotiation of the GMP. Conversion from a GMP to Lump Sum is dependent on City approval.
-3.00 %
Note: In developing its Phase 2 Pricing Elements, Proposers should note that the Design-Builder’s direct subconsultants and subcontractors will be limited to marking up lower tier subconsultants and subcontractors by no more than 5 percent. Any Early Work Packages are considered part of Phase 2 Work. Advancement of such work during Phase 1 does not constitute a change to the Phase 1 scope, schedule, and fee. Associated costs with Early Work Packages will be negotiated and included with Phase 2 pricing.

9.146
III
Wastewater Energy and Electrical Resiliency (WEER) Project Proposal

ROYAL ELECTRIC
Form 2. Phase 1 All-Inclusive Billing Rates
Form 2 shall be completed by each firm that will provide Phase 1 services. This form will be incorporated into Exhibit E (Supporting Pricing Information) of the Draft Progressive Design-Build Agreement in Appendix I.

Vellutini Corp. DBA Royal Electric Phase 1. All-Inclusive Billing Rates Key Firm Labor Category All-Inclusive Billing Rate
Royal Electric Project Manager $ 264.00
Royal Electric Construction Manager $ 228.00
Royal Electric Lead Estimator $ 191.00
Royal Electric Estimator $ 136.00
Royal Electric Project Engineer $ 136.00
Royal Electric Superintendent $ 222.00
Royal Electric Foreman Electrician $ 206.00
Royal Electric Electrician $ 183.00
Royal Electric Foreman Laborer $ 150.00
Royal Electric Laborer $ 127.00
Royal Electric Operator $ 185.00
Royal Electric Apprentice Electrician $ 99.00
Kennedy Jenks Engineer-Scientist-Specialist 9 $ 390.00
Kennedy Jenks Engineer-Scientist-Specialist 8 $ 370.00
Kennedy Jenks Engineer-Scientist-Specialist 7 $ 345.00
Kennedy Jenks Engineer-Scientist-Specialist 6 $ 315.00
Kennedy Jenks Engineer-Scientist-Specialist 5 $ 295.00
Kennedy Jenks Engineer-Scientist-Specialist 4 $ 275.00
Kennedy Jenks Engineer-Scientist-Specialist 3 $ 255.00
Kennedy Jenks Engineer-Scientist-Specialist 2 $ 225.00
Kennedy Jenks Engineer-Scientist-Specialist 1 $ 190.00
Kennedy Jenks Senior CAD-Designer $ 235.00
Kennedy Jenks CAD-Designer $ 225.00
Kennedy Jenks Senior CAD-Technician $ 215.00
Kennedy Jenks CAD-Technician $ 200.00
Kennedy Jenks Project Assistant $ 165.00
Kennedy Jenks Administrative Assistant $ 155.00
Pendergast Consulting PG&E Liaison $ 350.00
Civic CM Senior Scheduler $ 265.00
Notes:

1. Phase 1 Services shall be billed at the all-inclusive billing rates and labor categories identified above, and these rates shall not be subject to increase for any Phase 1 services.

2. The Phase 1 Services compensation is deemed to include all sales, use, consumer, and other taxes mandated by applicable Legal Requirements.

3. Provide billing rates for personnel who will provide services during Phase 1, including Key Personnel and others. The Proposer shall commit to the use of listed billing rates for all services provided for the duration of Phase 1.

4. Additional staff subsequently proposed to be added by the Design-Builder during Phase 1 must be approved by the City and will be assigned a billing rate consistent with equivalent staff listed in the PDB Contract.

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Progressive Design Build Agreement Exhibits
F-1
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Exhibit F: Key Firms and Key Personnel

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Progressive Design Build Agreement Exhibits Exhibit F
F-2
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City of Santa Cruz Project WEER Progressive Design-Build Agreement Exhibits

1.1 City Requirements

1.1.1 Personnel Requirements
The Design-Builder shall enforce discipline and good order at all times among the Design-Builder’s employees and all Subcontractors. The Design-Builder shall employ or engage and compensate engineers and other consultants to perform all engineering and other services required for the Design-Build Work. All firms and personnel performing Design-Build Work, including Subcontractor firms and personnel, shall meet the licensing and certification requirements imposed by the Contract and applicable law. Only competent workers shall be employed on the Work, and all persons engaged by the Design-Builder for Design-Build Work shall have requisite skills for the tasks assigned. Any person employed who is found to be incompetent, intemperate, troublesome, disorderly, or otherwise objectionable, or who fails or refuses to perform work properly and acceptably, shall immediately be removed from the Work by the Design-Builder and will not be reemployed on the Work.

1.1.2 Design-Builder Point of Contact
The Design-Builder shall designate an employee from the Prime Design-Builder firm to be present or to be available on the Project site on a full-time basis, accompanied by any necessary assistants, whenever the Design-Builder or any subcontractor is performing Design-Build Work. The designated individual shall be one of the key personnel, such as the Project Manager, Engineer of Record/Design Engineer, or Superintendent, and shall be approved by the City. The individual shall, among other responsibilities:
• Be familiar with the Design-Build Work and all requirements of this Contract; • Coordinate the Design-Build Work and give the Design-Build Work regular and careful attention and supervision
• Maintain a daily status log of the Design-Build Work
• Attend all monthly construction progress meetings with Owner and Owner Engineer • Coordinate communications and engagements with members of the Design-Build Team, including the EOR/Design Engineer as requested by the City.

1.1.3 Owner Rights with Respect to Key Personnel
The Design-Builder acknowledges that the identity of the key management and supervisory personnel proposed by the Design-Builder and its Subcontractors in the proposal submitted in response to the RFP was a material factor in the selection of the Design-Builder to perform this Contract. The Design-Builder shall not change any individual assigned as Key Personnel, except under the conditions listed in this Section. Key personnel are defined as follows:
• Project Manager
• Construction Manager
• Engineer of Record/Design Manager
• Electrical Design Lead/Electrical Engineer of Record
• Construction Superintendent
• Design-Build Coordinator
• Permitting Specialist
• QA/QC Manager
• Safety Manager

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Progressive Design Build Agreement Exhibits Exhibit F
F-3
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City of Santa Cruz Project WEER Progressive Design-Build Agreement Exhibits • Startup/Operations Specialist
The key personnel and their affiliations are set forth in Sections 1.2 and 1.3 of this Exhibit, which is considered essential to the successful completion of the Work. Accordingly, the Design-Builder is required to retain Key Personnel to the extent needed based on current scope and prioritize this project through the date of Acceptance.

Subject to the exceptions set forth herein, if a Design-Builder employee categorized as Key Personnel leaves or is no longer able to perform the duties of a Key Personnel for the Project prior to receiving Owner written permission, Owner shall issue a deductive change order for $75,000 per occurrence.

The aggregate total for all deductive change orders associated with revisions to the Design-Builder Key Personnel staffing plan shall not exceed $400,000.

The Design-Builder shall use all commercially reasonable and legally permissible efforts to retain Key Personnel throughout the duration of the Project. The Owner is authorized, at its sole and reasonable discretion, to waive the issuance of a deductive change order thereby acknowledging a personnel change without adjustment to the Contract Price, only if:
(i) a member of the Design-Builder’s staff resigns, is terminated for cause detrimental to the Project, or becomes physically or mentally unable to perform the duties required by the Owner; (ii) any Key Personnel becomes unavailable for reasons beyond the control of the Design-Builder; (iii) the Owner determines that the departure of Key Personnel is justified or involves extenuating circumstances
Should the services of any Key Personnel become no longer available for any reason, the DesignBuilder shall submit résumés for replacement of Key Personnel to Owner for approval as soon as possible, but in no event more than seven (7) calendar days after the Owner is notified of the department of the Key Personnel. The Design-Builder shall provide the Owner with complete information on each replacement, including a current resume, workload, and transition plan. The Owner shall have the opportunity to interview prior to approving any such replacement.

Furthermore, the Owner may, at its sole discretion and at any time, with or without cause, require the removal of any Project personnel from the site by providing timely written notice to the DesignBuilder.

1.2 Key Firms
Royal Electric Company will serve as the Design-Builder and prime contracting entity for the Project, with Kennedy Jenks serving as the Lead Designer. Key subcontractors include Pendergast Consulting Group for PG&E permitting coordination and Civic CM for project scheduling services.

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8 Wastewater Energy and Electrical Resiliency (WEER) Project Statement of Qualifications

ROYAL ELECTRIC
Why Leo? | Leo brings over 18 years of electrical construction experience, combining hands-on field leadership with strengths in preconstruction, estimating, and operations. His constructability-driven approach enables him to lead building, industrial, and infrastructure projects, often in live operating environments. Actively involved early in preconstruction, Leo develops work breakdown structures, schedules, and budgets to support efficient execution and evolving design-build scopes. He has led pump stations, precast electrical houses, medium-voltage distribution, and utility-scale power systems supporting water and institutional infrastructure. Known for decisive leadership and problem-solving, Leo drives safe installations, schedule adherence, and cost control on complex projects.

Relevant Experience
D Monterey Groundwater Replacement | Monterey One Water | Furnishing and installation of the power and control systems for two groundwater injection well pump stations.

D Fresno Area Express Electric Vehicle Infrastructure | City of Fresno | Installation of charging facilities for buses and relief vehicles, including pads, charging pedestals, dispensers, underground and overhead conduit, and pull boxes for future power monitoring equipment.

D UCDH Pharmacy Shared Services Center | UC Davis Health/Jackson Construction, Inc. | 92,000 SF mixeduse pharmacy fulfillment center with a conveyor belt system, kidney dialysis center, negative air pressure clean rooms, and storage.

Leo Vellutini | Construction Manager
Years of Experience | 18 Years
Education | Licensed Journeyman Electrician, Western Electrical Contractors Association P 18+ years in field-driven electrical construction projects Why Dan? | Dan's experience in electrical construction and project management for water and wastewater infrastructure and electrical resiliency projects enables him to lead complex work in active facilities with a clear focus on constructability, safety, and operational continuity. Dan has successfully managed switchgear replacements, temporary power systems, phased shutdowns, and long-lead procurement while maintaining uninterrupted service. Dan proactively mitigates risk through early planning, schedule control, and close coordination with owners, engineers, and contractors to deliver reliable, resilient infrastructure.

Relevant Experience
D Gridley Industrial Park Group Site | FEMA | Design and installation of a complex electrical system in response to the Paradise, CA, wildfires.

D Folsom Lake Intake Improvements | El Dorado Irrigation District | Detailed planning and execution of complex electrical cutovers, medium voltage equip upgrades, and long-lead procurement to support uninterrupted operation.

D Sonoma Treatment Plant Electrical Resiliency | Sonoma Valley County Sanitation District | Replacement of critical electrical infrastructure while the plant remained active throughout construction.

Dan Kruger, LEED AP | Project Manager
Years of Experience | 40 Years
Education | UC Davis Extension, Construction Management Certificate; LEED AP (Accredited Professional)
P 40+ years of experience in electrical construction and project management

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ROYAL ELECTRIC
Why Don? | Don has served as design manager on multiple projects for municipalities across California, including digester upgrades, sedimentation basin renovations, seismic retrofits, and critical improvements at regional water quality control plants. His experience with the City of Santa Cruz and knowledge of processmechanical systems, structural rehabilitation, and treatment operations will be leveraged to provide costeffective, durable solutions. Past experience managing design-build projects, coordinating with contractors, and maintaining operational continuity make him exceptionally qualified to serve as Design Manager on this project.

Relevant Experience
D Regional Drought Resiliency Project—Intertie 1: Santa Cruz Scotts Valley | City of Santa Cruz | Design and engineering services for a 12-inch-diameter, 9,600 LF pipeline and 1.0 MGD pump station for conveying potable water.

D Wastewater Treatment Facility Major Equipment and Infrastructure Study | City of Santa Cruz | Mechanical/structural condition assessments and high-level opinions of OPCCs for development of a CIP.

D San Jose-Santa Clara Regional Wastewater Facility Rehabilitation | San Jose-Santa Clara Regional Wastewater Facility | Multi-discipline condition assessment, design, and engineering services during construction of upgrades to an existing 94 MGD granular media filter facility and associated medium- and lowvoltage electrical equipment.

Don Ervin, PE | Design Manager
Years of Experience | 38 Years
Education | BS, Civil Engineering, Oregon State University P Previously supported City of Santa Cruz WWTF Condition Assessment Why Zach? | Zach has designed the electrical components of water and wastewater treatment plants, potable water wells, pumping stations, oil and gas refineries, mining facilities, and hydropower generating stations. He has managed challenging projects involving phased construction, congested sites with existing utilities, and sequencing constraints to ensure constructability and uninterrupted operations. He brings specialized expertise in medium voltage systems, power distribution and reliability, SCADA, and instrumentation.

Relevant Experience
D Advanced Water Purification Facility Medium Voltage Power System | Monterey Regional Waste Management District | Design and construction of a 21kV intertie connection between the District’s existing cogeneration system, and Monterey One Water’s Advanced Water Purification Facility.

D Water Pollution Control Plant Switchgear & Cogeneration Controls Upgrade | City of South San Francisco | Upgrading and relocating electrical distribution equipment, including switchgear and a motor control center, with carefully sequenced design to minimize plant downtime during construction.

D North Water Treatment Plant Facility Upgrades & Reconstruction | Town of Gilbert | Electrical design for all existing circuit breakers in existing 480V, 4000A, Switchgear FW, and 480V, 2000A Switchgear FW2.

Zach Devlin, PE | Electrical Design Lead
Years of Experience | 20 Years
Education | MS, Electrical Engineering, Arizona State University; BS, Electrical Engineering, University of Nevada–Las Vegas; BA, Computer Science, University of Nevada–Las Vegas
P 100+ projects involving standby generators

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ROYAL ELECTRIC
Why Spencer? | Spencer has led numerous collaborative delivery projects for municipal clients, including treatment plant upgrades and regional water system consolidations, ensuring cost-effective, high-quality outcomes. An active member of DBIA and the Water Collaborative Delivery Association, he brings industryleading best practices and a proven track record integrating technical solutions with stakeholder priorities, making him the ideal choice to guide the City’s Design-Build efforts.

Relevant Experience
D Effluent Pump Station Improvements | Silicon Valley Clean Water | This PDB project replaces and upgrades critical components of the WWTP's pump station, including piping, pumps and motors, electrical breakers, and power and control systems.

D Bunker Hill Central Treatment Plant Upgrade | US Army Corps of Engineers–Seattle District | Design and construction of expansion to the existing Bunker Hill Central Treatment Plant, slurry wall, three miles of piping for a groundwater collection system, and a 10-acre sludge impoundment area.

D Enhanced Wastewater Treatment System | Power Plant Management Services, LLC | Design, construction, and commissioning of water treatment plant delivered through Design-Build with installation of new PG&E power source.

Spencer Archer, PE, BCEE, DBIA | Design-Build Coord.

Years of Experience | 21 Years
Education | MS, Civil Engineering, California Polytechnic State University; BS, Environmental
P DBIA-certified expert and proven collaborative delivery leader Why Chris? | Chris has led projects for more than 15 public agencies, including pump stations, intake facilities, treatment plant upgrades, gear replacements, and new water infrastructure. Known for his strong safety focus and collaborative approach, Chris has led complex cutovers and power transitions in live facilities, coordinating closely with engineers, construction managers, utilities, and operations staff to maintain uninterrupted service. His field-driven experience and detailed planning ensure safe, reliable delivery of critical electrical systems supporting essential water operations.

Relevant Experience
D Folsom Lake Intake Improvements | El Dorado Irrigation District | Improved intake reliability by working on new structures, pumps, associated piping, electrical control, and site modifications, including medium voltage equipment upgrades.

D Jameson Pump Station VFD Replacement | City of Vallejjo | Installation of a variable frequency drive (VFD) and 13 manual and automatic transfer switches (ATS).

D San Ramon Electrical Upgrades | Central Contra Costa Sanitary District | Medium voltage equipment upgrades, including installation of a 1600A Service Entrance, ATS, MCC Bus duct transition, and (3) new 18-pulse VFDs. Meticulous planning yielded a seamless 48-hour power transition.

Chris Meyling | Construction Superintendent
Years of Experience | 22 Years
Education | California State University–Sacramento (Business); Licensed Journeyman Electrician
P Completed electrical construction projects for 15+ public agencies in California

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11 Wastewater Energy and Electrical Resiliency (WEER) Project Statement of Qualifications

ROYAL ELECTRIC
Why Sachi? | Sachi began her career as a regulatory engineer for the Lahontan Regional Water Quality Control Board. Since then, she has evaluated regulatory compliance strategies for desalination and pure water projects, prepared NPDES and other permit applications, and developed Title 22 engineering reports, watershed sanitary surveys, and other regulatory technical reports. Sachi has managed the City’s Wastewater Local Limits Study since 2018 and has supported a wide range of Santa Cruz projects during her career at KJ. Her deep familiarity with the City’s processes and preferences positions the team for a seamless and efficient project kickoff.

Relevant Experience
D Total Organic Carbon (TOC) Local Limits Study | City of Santa Cruz | Development of updated local limits to prepare the WWTF for potable reuse under the Pure Water Soquel (PWS) project.

D Santa Cruz Regional Recycled Water Facilities Planning Study (Phase 2) | City of Santa Cruz | Evaluation and permitting to support an update to the City's Recycled Water Facilities Planning Study.

D Emergency Water Desalination Permit Assistance | Marin Municipal Water District | Emergency desalination project to construct an intake and deliver brine to the outfall, including evaluation of permits needed.

Why Jeff? | Jeff's QA/QC background includes reviewing electrical designs for desalination plant upgrades, reservoir replacements, and pump station rehabilitations, ensuring compliance with quality management plans and constructability standards. Jeff’s proven ability to maintain operational continuity during construction, optimize electrical safety, and coordinate interdisciplinary teams makes him exceptionally qualified to lead QA/QC efforts.

Relevant Experience
D Ventura Water Reclamation Facility Membrane Bioreactor and UV Disinfection | City of San Buenaventura | Replaces aging and deficient infrastructure, improves tertiary treated water quality, and will become the first treatment components of a planned potable reuse treatment facility.

D Biological Nutrient Removal (BNR) Membrane Bioreactor (MBR) Advanced Water Treatment Plant | Clean Water Services | Design and construction support for three advanced wastewater treatment facilities utilizing BNR/MBR technology and integrated processes to meet stringent discharge requirements and enable on-site water reuse.

D Water Pollution Control Plant Switchgear & Cogeneration Controls Upgrade | City of South San Francisco | Upgrading and relocating electrical distribution equipment, including switchgear and a motor control center, with carefully sequenced design to minimize plant downtime during construction.

Sachi Itagaki, PE, QSD | Permitting Specialist
Years of Experience | 34 Years
Education | MS, Civil Engineering, Water Resources, Stanford University; BS, Ocean Engineering, Stanford University
P Successfully supported permitting efforts for 50+ projects Jeff Mohr, PE, CEM | QA/QC Manager
Years of Experience | 27 Years
Education | BS, Electrical Engineering, California Polytechnic State University P Served as QA/QC Manager for 15 projects in the last 8 years

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12 Wastewater Energy and Electrical Resiliency (WEER) Project Statement of Qualifications

ROYAL ELECTRIC
Why Laura? | Laura brings deep expertise in the design and construction of electrical systems, distributed control systems, and integrated testing, ensuring projects meet compliance, safety, and performance standards.

Laura’s hands-on approach to startup and commissioning minimizes operational risk, accelerates schedules, and guarantees seamless turnover.

Relevant Experience
D West Lake Tahoe Regional Water Treatment Plant Construction Support Services | Tahoe City Public Utilty District | New 1.0 mgd water treatment facility, including submersible lake intake pumps; 1,500 LF of 12-inch raw water line; 300 LF of-36-inch raw water line; and raw water lake intake pump station building with microfiltration and ultra-violet light disinfection systems.

D NAVFAC Shipyard Infrastructure Optimization Program—Pearl Harbor Dry Dock Commissioning | Hawaiian Dredging Construction Company | Construction and commissioning of replacement dry dock; includes several pump stations, water systems, HVAC units, fans, associated electrical/instrument systems.

D Groundwater Replenishment System | Orange County Water District | Includes new buildings, process equipment, pumping and piping systems, 66kV to 12kV electrical substation, 12kV to 4160V distribution system, 4160V to 480-volt power centers, and smart 480V MCCs.

Laura Thomas, PE, CCP | Startup/Operations Specialist
Years of Experience | 37 Years
Education | MS, Electrical Engineering, University of Southern California; BS, Electrical/ Electronic Engineering, California State University–Sacramento P In-house Testing Engineer for LA Dept. of Water & Power for 10 years Why Patrick? | Patrick has more than 20 years of safety leadership, including six years overseeing Royal’s Northern California operations and a 15-year U.S. Army background applied to injury prevention. He supports design-build projects and manages safety in complex electrical, underground, and pump station environments, addressing hazards related to energized utilities, medium-voltage duct banks, deep excavations, confined spaces, and complex lifts through structured planning, clear procedures, and active field engagement.

Relevant Experience
D Canopy Healdsburg LLC Mill District Luxury Residential Development | Weitz Company, LLC | Part of the $500M Mill District master-planned development featuring 43 high-end condominiums across three buildings.

D UC Davis Teaching and Learning Complex | DPR Construction | Electrical design-build project with goals including achieving LEED Silver or better, maximizing classroom seating, and creating a memorable and comfortable experience.

D SFO Taxiway Z Rehabilitation | Granite Construction | Execution of 12–16-foot-deep, unstable soil excavations for a 12-kV duct bank by developing trenching and fall protection measures and site-specific lifting plans and qualified training for installing 16 medium-voltage vaults.

Patrick McGuire, CHST | Safety Manager
Years of Experience | 20 Years
Education | American Military University
P Led Royal to industry-leading three-year EMR average of 0.90

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13 Wastewater Energy and Electrical Resiliency (WEER) Project Statement of Qualifications

ROYAL ELECTRIC
Why Paul? | Paul provides stakeholder engagement for billion-dollar infrastructure programs across the West Coast, drawing on more than 20 years of experience coordinating with PG&E on over 50 projects. His direct liaison work spans permitting, utility relocation, and procurement for more than $1B in civil construction, and his established relationships and deep knowledge of PG&E’s processes enable him to navigate approvals efficiently and keep projects on schedule.

Relevant Experience
D Environmental Multiple Award Task Order Contract (MATOC) | Sound Transit | Paul's team manages and oversees public and stakeholder engagement for environmental services, coordinating outreach across multiple projects to ensure transparent environmental reviews, and NEPA and SEPA compliance.

D Presidio Parkway Phases 1&2 | Caltrans and San Francisco County Transportation Authority (SFCTA) | Paul's team led community and stakeholder engagement, communications planning and data analysis, event production, media relations, executive presentations, reporting, and workforce development.

D Program and Construction MATOC | LAWA | Paul's team leads economic and community engagement, stakeholder collaboration, policy and regulatory guidance, program management, and strategies that maximize local and minority business participation and broader economic benefits alongside construction.

Paul Pendergast | PG&E Permitting Specialist
Years of Experience | 32 Years
Education | BS, Education, University of Wisconsin
P $1B projects delivered involving PG&E coordination

VALUE ADD
Why Kevin? | Kevin's experience spans electrical, underground, structures, civil, and earthwork projects, combining estimating leadership with design-build and design-bid-build expertise. He has managed an average of $1B in annual bid volume across 65+ projects while leading and developing a high-performing estimating team. Kevin applies, comprehensive documentation and disciplined risk evaluation to win complex, best-value transportation, airport, and water infrastructure projects while supporting cost and schedule certainty.

Relevant Experience
D Morena Pipeline | City of San Diego | Construction pipeline replacing aging cast-iron mains with new PVC and welded steel water transmission and distribution pipelines, including sewer upgrades and roadway improvements to enhance water service and community safety.

D TOA Municipal Electrical Improvement | City Torrance | Upgrade the airfield electrical systems at Torrance Municipal Airport (Zamperini Field) to improve operational safety, ensure regulatory compliance, and increase energy efficiency across key airfield infrastructure.

D LAX Taxiway D | Los Angeles World Airports (LAWA) | Extension of Taxiway D by approximately 2,300 feet to meet FAA standards, improve aircraft circulation, and provide access to new facilities like Terminal 9 and Concourse 0.

Kevin Ta | Lead Cost Estimator
Years of Experience | 15 Years
Education | BS, Construction Engineering Technology, California Polytechnic State University; Management Skills Training Program, COLAS North American University P Managed an average of $1B in annual bid revenue across 65+ projects

VALUE ADD

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14 Wastewater Energy and Electrical Resiliency (WEER) Project Statement of Qualifications

ROYAL ELECTRIC
Why Bhargavi? | Bhargavi is an environmental engineer with over 12 years of experience specializing in wastewater treatment and resource recovery. She brings deep technical expertise in anaerobic digestion, energyneutral treatment strategies, and infrastructure planning. Bhargavi has extensive project experience with the City of Santa Cruz, including leading efforts on asset management, facility-wide condition assessments, and electrical system prioritization for capital planning. Her familiarity with Santa Cruz’s staff, facilities, and operational processes ensures seamless collaboration and informed decision-making.

Relevant Experience
D Wastewater Treatment Facility Infrastructure and Major Equipment Study | City of Santa Cruz | Developed an Asset Management Plan and performed a facility-wide condition assessment for over 2,000 assets to create prioritized list of rehabilitation and replacement CIP projects for the next 15+ years.

D Total Organic Carbon (TOC) Local Limits Study | City of Santa Cruz | Development of updated local limits to prepare the WWTF for potable reuse under the Pure Water Soquel (PWS) project.

D CMMS Implementation and Asset Management | City of Santa Cruz | Configured CMMS to support existing work execution management workflows, ensuring consistency of information across all assets operated by the public works department.

Why Steve? | Steve develops and manages complex schedules for complex projects, specializing in CPM scheduling, critical path analysis, scope management, site logistics, and performance tracking, providing detailed documentation, forecasts, and trend analysis. On this project, he will deliver schedule certainty through accurate look-aheads and consistent monthly CPM updates for the City.

Relevant Experience
D Orinda Water Treatment Plant | East Bay Municipal Utility District | This project added a UV disinfection facility and chlorine contact basin, with work including major excavation, new power buildings, electrical infrastructure, and mechanical upgrades, delivered through close collaboration with the Owner.

D VTA/BART Silicon Valley Berryessa Extension Phase 1 | Bay Area Rapid Transit (BART)/Santa Clara Valley Transportation Authority (VTA) | Light rail extension comprising a new 10-mile double-track system involving complex urban construction alongside an active UPRR corridor with new stations.

D Contra Costa Crossover Project | BART | New crossovers, traction powerhouses, electrical and communications upgrades, and civil and structural work executed adjacent to live track under strict, nonnegotiable shutdown windows with BART flagger protection.

Bhargavi Subramanian, PhD | Wastewater Technical Expert Years of Experience | 12 Years
Education | PhD, Environmental Engineering, Illinois Institute of Technology; MS, Environmental Engineering, University of Cincinnati; BS, Chemical Engineering, St.

Joseph's College of Engineering
P Involved in successful delivery of 5 projects for the City of Santa Cruz Steve Azzi, PE | Project Scheduler
Years of Experience | 18 Years
Education | BS, Civil Engineering, Loyola Marymount University P Lead Scheduler for $3B+ of Projects, Including 3 PDBs

VALUE ADD VALUE ADD

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Progressive Design Build Agreement Exhibits
G-1
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit G: Insurance Terms

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City of Santa Cruz OCIP Insurance Manual
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City of Santa Cruz
WEER Project
Owner Controlled
Insurance Program
Contractors Insurance
Procedures Manual
January 28, 2025

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2 Table of Contents

1.0 INTRODUCTION .......................................................................................................... 4

1.1 Overview ......................................................................................................................... 4

1.2 About this Manual .......................................................................................................... 5

2.0 PROJECT DIRECTORY .................................................................................................. 6

3.0 PROJECT DEFINITIONS ................................................................................................ 8

4.0 CONTRACTOR RESPONSIBILITIES ............................................................................... 10

4.1 Alliant WrapX ................................................................................................................ 10

4.2 Contractor Bids ............................................................................................................. 11

4.3 Enrollment .................................................................................................................... 11

4.4 Assignment of Return Premiums ................................................................................. 12

4.5 Payroll Reports ............................................................................................................. 12

4.6 Insurance Company Payroll Audit ............................................................................... 12

4.7 Completion of Work ..................................................................................................... 12

4.8 Approved Off-Site Locations ........................................................................................ 13

4.9 Safety ............................................................................................................................ 13

4.10 Claims Reporting .......................................................................................................... 13

4.11 Change Order Procedures ............................................................................................ 14

5.0 INSURANCE COVERAGE ............................................................................................ 15

5.1 Covered Parties ............................................................................................................. 15

5.2 Parties Not Covered ...................................................................................................... 15

5.3 Exclusion of Contractors from the OCIP ....................................................................... 15

5.4 Evidence of OCIP Coverage ........................................................................................... 15

5.5 Description of Insurance Coverages ............................................................................. 16

5.5.1 Workers’ Compensation and Employer’s Liability Insurance ............................. 16

5.5.2 Commercial General Liability Insurance .............................................................. 17

5.5.3 Excess Liability Insurance ..................................................................................... 17

5.5.4 Builders’ Risk Insurance ......................................................................................... 17

5.5.5 Pollution Liability Insurance .................................................................................. 18

5.6 OCIP Termination or Modification ................................................................................ 18

6.0 CONTRACTOR REQUIRED COVERAGE ........................................................................ 19

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3 6.1 Workers’ Compensation ............................................................................................... 20

6.2 General Liability ............................................................................................................ 20

6.3 Business Auto Liability .................................................................................................. 21

6.4 Construction Equipment Insurance .............................................................................. 21

6.5 Professional Liability Insurance (Errors & Omissions) ................................................ 21

6.6 Pollution Liability.......................................................................................................... 22

6.7 Conditions of Understanding ....................................................................................... 22

6.8 Other Insurance Required of All Contractors .............................................................. 22

7.0 CLAIM PROCEDURES ................................................................................................. 24

7.1 Workers’ Compensation Claims .................................................................................... 24

7.2 General Liability Claims ................................................................................................. 24

7.3 Property Claims ............................................................................................................. 25

7.4 Automobile Claims ........................................................................................................ 25

8.0 APPENDIX ................................................................................................................ 26

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4 SECTION
1 1.0 INTRODUCTION

1.1 Overview
The City of Santa Cruz (Sponsor) has elected to use an Owner Controlled Insurance Program (OCIP) for the WEER Project (Project). Under such a program, the Sponsor purchases certain insurance policies for protection of some (but not all) of the insurable risks that exist on a construction project. The insurance purchased by the Sponsor will be endorsed to extend coverage of the policy to any enrolled Contractors, Subcontractors, or Sub-Subcontractors. Contractors of every tier on the Project should carefully consider the OCIP and its implications to their company before executing a contract requiring their participation in the OCIP.

The OCIP provides the following insurance for all Contractors, regardless of tier, that are approved for participation in the insurance program:
• Commercial General/ Excess Liability
• Workers’ Compensation
The following additional coverages are provided outside of the OCIP:
• Builders’ Risk
• Pollution Liability Insurance
Certain Contractors are ineligible for this program. These parties are identified in the Definitions, Section 3.0 of this manual.

The Sponsor will pay all insurance premiums for the OCIP coverage listed above. You should notify your insurer(s) to delete from your insurance program charges and coverage for the on-site activities of this Project that are covered under the OCIP.

Alliant, the OCIP Program Broker/Administrator, will be administering the program on the behalf of the Sponsor.

Insurance coverage and limits provided under the OCIP are limited in scope and specific to this project only. Your insurance representative should review this information. Any additional coverage you may wish to purchase will be at your own expense.

The guidelines in this manual are to be used for informational purposes only. Any conflict between this document and any contract or subcontract, the contract or subcontract will govern. Any difference with the actual OCIP policies will control in the event of any inconsistency or misunderstanding.

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5 1.2 About this Manual
This manual is designed to identify, define, and assign responsibilities for the administration of the OCIP. The guidelines in this manual are to be used for informational purposes only.

This Manual:
• Generally describes the OCIP
• Identifies responsibilities of the various parties involved in the project with regards to the OCIP
• Provides a basic description of the OCIP operation
• Describes audit and administration procedures for the OCIP • Provides answers to basic questions about the OCIP
This manual will be updated throughout the course of the project if necessary This Manual does not:
• Provide coverage interpretations
• Provide complete information about coverage
• Provide answers to specific claims questions
Specific questions about the OCIP, its administration, or the coverage provided should be referred to the OCIP Administrator identified in the Project Directory section immediately following this introduction.

1.3 Responsibilities Concerning Loss Control & Claim
Reporting
It will be the responsibility of all Contractors of any tier to exercise every reasonable action to prevent work related injuries, property and equipment damage at the project site, as well as to minimize the exposure of risk to the public and third party property. All Contractors of any tier will conduct loss control prevention practices according to those requirements set by Federal, State and Local Laws, statutes, and specific project procedures developed for this project.

In the event of an accident, it will be the obligation of the responsible Contractor of any tier to see that the injured workers or members of the public are given immediate medical treatment. Also, all appropriate medical and claim forms must be filed with the appropriate Authorities, the Primary OCIP Carrier, Site Safety Personnel, and the OCIP Administrator.

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PROJECT DIRECTORY
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6 SECTION

2.0 PROJECT DIRECTORY 2

OCIP ADMINISTRATOR
Alliant Insurance Services
Construction Services Group
701 B St, 6th Floor
San Diego, CA 92011

PROGRAM MANAGER PROGRAM ADMINISTRATOR
Mike Davidson
Office: 619-849-3858
[email protected]
Tamika Owens
Office: 619-849-3997
[email protected]
OCIP Safety
Jay Zuhlke
Office: 909-230-2737
[email protected]
WORKERS’ COMPENSATION CLAIMS REPORTING
WC DIRECT CLAIM REPORTING TO Starr Companies:

Please refer to WC Claims Kit on file with the Contractor OCIP PORTAL – ALLIANT WRAPX
OCIP Document
Submission
Email:[email protected]
Online Enrollment, Payroll Reporting &
Document Management
Website: https://alliantwrapx.alliant.com/contractorportal *Contact Project Administrator for User Access

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7 OCIP Coverages

INSURANCE COMPANIES POLICIES
Starr Workers’ Compensation
Starr General Liability
Various Excess Liability
Additional Coverages

INSURANCE COMPANIES POLICIES
TBD Builders’ Risk
Ironshore Pollution

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PROJECT DEFINITIONS
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3 3.0 PROJECT DEFINITIONS
The following definitions apply to this project and to the descriptions of the Project Coverage used in this manual:

Approved Off-Site Locations:

Storage yards or staging areas used solely in connection with performing work at the Project Site. All locations must be approved by the Sponsor and insurer.

Certificate of Insurance:

A Document providing evidence of the existence of coverage for a particular insurance policy or policies.

Contract:

A written agreement between the Sponsor and the Contractor for specific work and also includes an agreement between a Subcontractor and any tier of Subcontractor.

Contractor Claims Obligation:

The amount Contractors of every tier are responsible for paying as their contribution for settlement of an insured loss.

Employer:

Any individual, firm, or corporation that provides direct construction labor for work performed at the Project Site.

Enrolled:

Applies to those eligible Contractors, Subcontractors, and Sub-Subcontractors that have submitted all necessary enrollment forms and have been accepted into the OCIP as evidenced by a Certificate of Insurance. Also described in this manual as a Participating Contractor.

Ineligible:

Applies to Contractors of any tier excluded from participation in the OCIP, including those involved in loading, transporting, and unloading materials, personnel, parts, or equipment,

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9 or any other items to, from or within the Site. Also described in this manual as an Excluded Contractor.

Insured:

The Sponsor, Participating Contractors, and any other party so named in the insurance policy.

Insurer:

The insurance company named on a policy or certificate of insurance that provided coverage for the OCIP.

Participating Contractor: See Enrolled
Project Site:

Project Site shall mean those areas designated in writing by Sponsor for performance of the Work and such additional areas as may be designated in writing by Sponsor for Contractors use in performance of the Work. Subject to notification and other requirements for off-site locations, the term Site shall also include (a) field office sites, (b) property used for bonded storage of material for the Project approved by Sponsor, (c) staging areas dedicated to the Project, and (d) areas where activities incidental to the Project are being performed by Contractors covered by the workers’ compensation policy included in the OCIP, but excluding any permanent locations of Contractors.

Sponsor:

City of Santa Cruz
Work:

Operations as fully described in the Contract, performed at, or emanating directly from the Project Site. Also, the entire completed construction or the various separately identifiable parts required to be furnished under the Contract documents.

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4 4.0 CONTRACTOR RESPONSIBILITIES
Contractors of any tier are required to cooperate fully with the Sponsor and its OCIP Administrator in all aspects of OCIP operation and administration. All Contractors of any tier will be required to provide information necessary to bind coverage under the OCIP on a “per contract” basis. Responsibilities of the Contractor include:
• Exclude the cost of insurance from their bid as appropriate • Completion of all OCIP enrollment forms
• Include the OCIP provisions in all subcontracts as appropriate • Notifying the OCIP Administrator of all subcontracts awarded and to provide all necessary enrollment forms
• Notifying the OCIP Administrator of all lower tier subcontracts awarded by providing the Notice of Award Form (Form F) and ensuring eligible lower tier subcontractors enroll in the OCIP
• Maintaining and reporting monthly payroll records
• Cooperating with the OCIP Administrator’s requests for information • Complying with insurance, claim, and safety procedures • Paying Contractor Claims Obligation promptly as required • Notifying the OCIP Administrator immediately of any insurance cancellation or nonrenewal (contractor-required insurance)

4.1 Alliant WrapX
Alliant WrapX (WrapX) is a proprietary Risk Management Information System (RMIS). All relevant OCIP information will be captured and stored online in a “paperless” format through WrapX. Information to be stored includes award notifications, enrollment information, OCIP payroll, and notice of work completions for all contractors on a per contract basis. Alliant Insurance will provide all OCIP Eligible Contractors a project welcome letter detailing instructions for utilizing the WrapX contractor portal upon receipt of a Notice of Award for the awarded contractor.

Submission of all OCIP related documents should be sent by e-mail to:
[email protected]

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City of Santa Cruz OCIP Insurance Manual
Alliant Version 03
11 If you should have any questions or require additional information about this process or other matters related to the OCIP, please contact your OCIP Administrator identified in Section 2: Project Directory of this Manual.

4.2 Contractor Bids
Each bidder is required to exclude from the bid/subcontract price its normal cost for the insurance coverages provided by the OCIP, herein referred to as the “Cost of OCIP Coverages.”
The Cost of OCIP Coverages includes reduction in insurance premiums, related taxes and assessments, markup on the insurance premiums and losses retained through the use of the self-funded program, self-insured retention, or deductible program.

Contractor must deduct the Cost of OCIP Coverages for all lower tier subcontractors, in addition to its own Cost of OCIP Coverages. If, upon verification by the OCIP Administrator, it is found by the Sponsor that the Cost of OCIP Coverages were not excluded from the contract, a deductive change order will be issued to remove these costs.

In the event the Sponsor elects not to include a Contractor of any tier’s work under the OCIP, the standard terms and conditions regarding insurance listed in the Contract Document will then apply. The OCIP Administrator will advise a Contractor of any tier which has submitted an enrollment form if they excluded from the OCIP.

4.3 Enrollment
Enrollment into the OCIP is required but not automatic. Eligible Contractors must complete the enrollment form online (see instructions in Section 8), and participate in the enrollment process for the OCIP coverage to apply. Access to the project site will not be permitted until the enrollment is complete.

Each Contractor of any tier shall provide details about its lower tier subcontractors via the Notice of Contract Award Form F (contained in Section 8). This form must be completed and submitted to the OCIP Administrator prior to mobilization. Each Contractor is responsible to complete their Enrollment online to obtain coverage under the OCIP.

A separate online Enrollment and Contractor’s Insurance Cost Work Sheet is required for each Contract which you are performing Work; however, only one Workers’ Compensation policy will be issued for your firm.

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City of Santa Cruz OCIP Insurance Manual
Alliant Version 03
12 4.4 Assignment of Return Premiums
The Sponsor will pay the cost of the OCIP insurance coverage. The Sponsor will be the sole recipient of any return OCIP premiums or dividends. All Participating Contractors shall assign to Sponsor all adjustments, refunds, premium discounts, dividends, credits, or any other monies due from the OCIP insurers.

4.5 Payroll Reports
Each Participating Contractor must submit a Monthly Payroll Report online identifying man-hours and payroll for all work performed at the Project Site on a “per contract” basis to the OCIP Administrator. This information will be used to provide the insurance company with the information required to determine the premium for the OCIP.

The monthly man-hour reports shall certify all Work performed at or emanating directly from the Project Site, including supervisory and clerical personnel on site.

Payroll shall be unburdened and allocated by Workers’ Compensation Classification(s), and shall exclude the excess or premium paid for overtime (i.e., only the straight time rate shall apply to overtime hours worked). Furthermore, such records shall limit the payroll for Owners and Executive Officers as stated in manual rules.

A Separate Monthly Payroll is required for each Contract for Work you are performing.

4.6 Insurance Company Payroll Audit
Each Participating Contractor is required to maintain payroll records for the Project Site in accordance with the Basic Manual of Rules, Classifications, and Experience Rating Plan for Workers’ Compensation and Employers Liability Insurance. Each Participating Contractor is required to participate in any audit conducted by the insurers for the OCIP, and to cooperate with the auditor(s) conducting such audit.

4.7 Completion of Work
When a Participating Contractor has completed its work, each Participating Contractor shall complete a Notice of Work Completion online and submit it to the OCIP Administrator. The Sponsor will not release final payment until all required data has been submitted to and approved by the OCIP Administrator. It is the upper-tier Contractor’s responsibility to assure that each of their lower-tier subcontractors completes this form.

This form must be completed separately for each contract.

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City of Santa Cruz OCIP Insurance Manual
Alliant Version 03
13 Any Contractor Claims Obligation that Contractors of any tier are responsible for will be considered at the time of the Contract close-out unless the actual cost of the claim has been established and considered prior to close-out.

4.8 Approved Off-Site Locations
The Contractor is responsible, on behalf of itself or its lower tier Contractors, for applying for approval to have off-site locations covered by the OCIP. The Contractor, prior to the use of the site, shall notify the OCIP Administrator of the need and shall request approval of the site. The request should include the location address, description of the site, intended use, and the duration of the work to be performed at the site. The off-site location must be dedicated 100 % to the Project. The OCIP Administrator will notify the Contractor if and when the off-site location is approved by the OCIP Insurer. Contractor shall not assume OCIP coverage is provided for the off-site location until it has received confirmation from the OCIP Administrator.

4.9 Safety
Contractors of any tier are required to establish a written safety program and to provide a full-time qualified Safety Manager or designated competent safety representative who shall be onsite when any work is in progress. Non-compliance with Project Loss Control Requirements could be considered to be the same as non-compliance with another contractual condition. Minimum standards for Contractor programs are outlined in the Project Safety Manual.

The Sponsor or its loss control representatives will have the right to “Stop Work” when serious defective conditions, unsafe work activities, or life threatening hazards are identified. In accordance with contract requirements, if deemed necessary, the Sponsor may remove any contractor and/or contractor employees that blatantly violate these requirements. The Sponsor, at its discretion, will designate an individual to act on its behalf, in all matters relating to work site safety and health.

4.10 Claims Reporting
Please refer to section 7 of this Manual.

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City of Santa Cruz OCIP Insurance Manual
Alliant Version 03
14 4.11 Change Order Procedures
All change orders submitted by Contractor of any tier will be priced to exclude their normal cost of insurance for the coverage(s) that are provided by the OCIP. The final adjustment will take into account all insurance charges associated with any approved change orders.

The Sponsor reserves the right to adjust the initial insurance deductive change order for any significant change orders.

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City of Santa Cruz OCIP Insurance Manual
Alliant Version 03
15 SECTION

5.0 INSURANCE COVERAGE 5

5.1 Covered Parties
Contractors of any tier must enroll in the OCIP before coverage is available to them for any loss. Therefore no Contractor of any tier shall begin work on site until they have properly enrolled in the OCIP. All insurance, underwriting, payroll, rating or loss history information (including evidence of other insurance required under Section 5 requested by the Administrator) must be provided to the Administrator by Contractor of any tier within five (5) working days of the request. A Contractor of any tier shall not be deemed to be a Participating Contractor and shall not be permitted to work on the project until enrolled in the OCIP by the Administrator. Enrollment will be established only upon issuance by the Administrator of a OCIP Certificate of Insurance to the Participating Contractor. Every Participating Contractor shall, at all times during and after the Project, cooperate with the Sponsor, the Administrator, and the OCIP insurers and adjusters concerning matters relating to the OCIP.

5.2 Parties Not Covered
Contractors of any tier who will not be included in participation in the OCIP (Nonparticipating Contractors) shall include all vendors, suppliers, truckers, material dealers, and delivery services companies- regardless of contract size. Nonparticipating Contractors shall not be permitted to work on the Project until they have provided to the Sponsor evidence of their compliance with the insurance requirements as outlined in the Contract document.

5.3 Exclusion of Contractors from the OCIP
The Sponsor has the exclusive right to exclude other Contractors of any tier from participating in the OCIP. Such Nonparticipating Contractors, who will not be covered under the OCIP, must comply with the insurance requirements as outlined in the Contract document.

5.4 Evidence of OCIP Coverage
Each Participating Contractor will be issued an individual Workers’ Compensation policy including Employer’s Liability coverage. The OCIP Administrator will also provide a

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OCIP INSURANCE COVERAGE
City of Santa Cruz OCIP Insurance Manual
Alliant Version 03
16 Certificate of Insurance evidencing General Liability, and Excess Liability insurance to each Participating Contractor, each of whom will be a named insured on the policy. Other documentation including forms, posting notices, if any, will be furnished to each Participating Contractor. A complete copy of the policy will be furnished to an authorized representative of each Participating Contractor upon written request.

5.5 Description of Insurance Coverages
The following coverage is provided by the OCIP:
• Commercial General/ Excess Liability
• Workers’ Compensation and Employer’s Liability
The following additional coverages are provided outside of the OCIP:
• Builders’ Risk
• Pollution Liability Insurance
For avoidance of doubt, the OCIP Coverages and Sponsor’s pollution coverage are primary for losses covered under the OCIP policies and Owners Pollution policy.

Non-Workers’ Comp Insurance Policies: Master policies will be endorsed to include the Sponsor and any of their affiliates, or subsidiary companies or corporations, as well as the Contractors enrolled in the OCIP as a Named Insured.

The following coverage summaries are provided for informational purposes only. The actual terms and conditions of the coverage provided are contained in the insurance policies under the OCIP, and the Sponsor and others shall not rely upon this summary in lieu of the policies themselves. Copies of the policies will be made available to all potential Participating Contractors upon written request.

5.5.1 Workers’ Compensation and Employer’s Liability Insurance Workers’ Compensation and Employer’s Liability
Part One: Workers’ Compensation Statutory Limit
Part Two: Employer’s Liability Annual Limits Per Insured Bodily Injury by Accident, each accident $1,000,000
Bodily Injury by Disease, each
employee
$1,000,000
Bodily Injury by Disease, policy limit $1,000,000
Each Enrolled Contractor will be issued a separate workers’ compensation policy

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City of Santa Cruz OCIP Insurance Manual
Alliant Version 03
17 5.5.2 Commercial General Liability Insurance
Limits of Liability
Shared by All Insureds
General Aggregate (Reinstates Annually) $ 4,000,000
Products/ Completed Operations Aggregate $ 4,000,000
Personal/ Advertising Injury $ 2,000,000
Each Occurrence Limit $ 2,000,000
Fire Damage Legal Liability (any one fire) $ 100,000
Medical Payments (any one person) $ 10,000
Products/Completed Operations Tail 10 years/Statute of
Limitation
Deductible Paid for by Sponsor
The deductible will apply only to loss covered by insurance policies in the OCIP. The deductible does not impose upon the Sponsor any duties of an insurer toward Participating Contractor.

A Single General Liability policy will be issued covering all insureds.

5.5.3 Excess Liability Insurance
Limits of Liability
Shared by All Insureds
Each Occurrence Limit Not less than
$ 75,000,000
Annual General Aggregate Limit Not less than
$ 75,000,000
Follow Form Excess Policy

5.5.4 Builders’ Risk Insurance
The Sponsor shall obtain and maintain in force during the term of this Agreement, a Builders’ Risk Insurance policy or policies separate from the OCIP, which shall insure against all risks of physical loss and/ or damage excluding flood and earthquake, subject to normal policy exclusions, to all buildings, structures, materials, and real property on site, which are intended to be, or have already been incorporated into and forming part of the Project, whether or not such buildings, structures, materials, or real property will have been supplied or made available to Contractors by Sponsor. Contractors of all tiers

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City of Santa Cruz OCIP Insurance Manual
Alliant Version 03
18 shall not be responsible for loss and/or damage due to flood or earthquake relating to the project.

The Builders’ Risk policy shall be endorsed to add Contractors of any tier as additional named insureds’, as their interests may appear and to waive the carrier’s right of recovery under subrogation against Sponsor and all other Contractors of any tier whose interests are insured under such policy.

Unless required otherwise by Sponsor, claims under Builders’ Risk insurance provided are subject to a Contractor Claims Obligation of five thousand dollars ($5,000) per occurrence. If a claim results from any construction activity, the responsible Contractor, Subcontractor, or Sub-Subcontractor shall pay the Contractor Claims Obligation up to $5,000. All Builders’ Risk losses will be adjusted with and payable to the Sponsor or the Designee for the benefit of all parties as their interest may appear.

The Sponsor shall not be responsible for loss or damage to, or obtaining and/or maintaining in force insurance on temporary structures, construction equipment, tool or personal effects, owned or rented to or in the care, custody, and control of a Contractor of any tier.

5.5.5 Pollution Liability Insurance
a. Insurer: Ironshore
c. Policy Limits: $ 10,000,000 Per Occurence
$ 10,000,000 Aggregate
d. Policy Form: Pollution Liability- Occurrence Form
f. Premium Payments By Sponsor
g. Deductibles/ SIR By Sponsor

5.6 OCIP Termination or Modification
The Sponsor reserves the right to terminate or modify the OCIP or any portion thereof. If the Sponsor exercises this right, Contractors will be provided notice as required by the terms of their individual contracts. At its option, Sponsor may procure alternate coverage or may require the Contractors to procure and maintain alternate insurance coverage.

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CONTRACTOR REQUIRED COVERAGE
City of Santa Cruz OCIP Insurance Manual
Alliant Version 03
19 SECTION
6 6.0 CONTRACTOR REQUIRED COVERAGE
Contractors of any tier are required to maintain insurance coverage that protects the Sponsor from liabilities arising from the Contractor of any tier’s operations performed away from the project site, for types of coverage not provided by the OCIP, and for operations performed in connection with excluded parties operating under your control or direction.

Verification of insurance shall be submitted in the form of a Certificate of Insurance on a standard ACORD Form 25-S and the required and applicable endorsements to the listed policies. A sample of an acceptable Certificate of Insurance and other documentation is provided for your review in the Appendix.

Contractors are responsible for monitoring their lower tier subcontractors insurance documents, whether enrolled or excluded. The Sponsor reserves the right to disapprove the use of Contractors unable to meet the insurance requirements. Certificates evidencing compliance shall be submitted to Sponsor.

The limits of liability shown for the insurance required of the Contractor and minimum limits only and are not intended to restrict the liability imposed on the Contractors for Work performed under their Contract.

Contractors of any tier agree to obtain and maintain during the life of this contract the following minimum insurance requirements. Contractors of any tier shall pay the premiums required for such insurance.

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CONTRACTOR REQUIRED COVERAGE
City of Santa Cruz OCIP Insurance Manual
Alliant Version 03
20 6.1 Workers’ Compensation
All Participating Contractors shall maintain at their own expense Workers’ Compensation Insurance applicable to all employees and subcontractors hired by the insured, who are not covered under the OCIP workers’ compensation policy. The insurance shall provide limits as follows:

Workers’ Compensation and Employer’s Liability
Part One: Workers’ Compensation Statutory Limit
Part Two: Employer’s Liability Annual Limits Per Insured Bodily Injury by Accident, each accident $1,000,000
Bodily Injury by Disease, each
employee
$1,000,000
Bodily Injury by Disease, policy limit $1,000,000
Enrolled Contractors shall provide evidence of workers’ compensation applicable “off-site” activities. Excluded Contractors shall provide evidence of workers compensation applicable to “on-site” and “off-site” activities.

A certificate of insurance evidencing this coverage shall be provided to the Sponsor.

6.2 General Liability
This insurance shall include coverage for bodily injury, property damage, and personal injury with no less than the following limits:

General Liability and/or Excess Liability
Enrolled Parties Excluded Parties
General Aggregate $ 2,000,000 $ 4,000,000
Products/ Completed Operations Aggregate $ 1,000,000 $ 4,000,000 Personal/ Advertising Injury $ 1,000,000 $ 2,000,000
Each Occurrence Limit $ 1,000,000 $ 2,000,000
Enrolled Contractors shall provide evidence of general liability insurance for “off-site” activities. Excluded Contractors shall provide evidence of general liability insurance applicable to “on-site” and “off-site” activities.
.

A certificate of insurance evidencing this coverage shall be provided to the Sponsor. This insurance shall be endorsed to name Sponsor as additional insureds and evidenced of such status via additional insured endorsement(s).

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CONTRACTOR REQUIRED COVERAGE
City of Santa Cruz OCIP Insurance Manual
Alliant Version 03
21 6.3 Business Auto Liability
Contractors of ever tier will maintain at their own expense Automobile Liability Insurance covering the operations, maintenance, use and loading and unloading of all owned, nonowned, and hired vehicles. As such, all Contractors of any tier shall furnish to the Sponsor a Certificate of Insurance showing such coverage with the following minimum limits of liability. This insurance shall be endorsed to name Sponsor as additional insureds and evidenced of such status via additional insured endorsement(s):

Business Auto Liability
Combined Single Limit: Bodily Injury and/or
Property Damage
$5,000,000
All Contractors shall provide evidence of automobile liability. The OCIP does not cover automobile liability.

6.4 Construction Equipment Insurance
Any policies maintained by the Participating Contractors on their owned and/or rented equipment and materials shall contain a provision requiring the insurance carriers to waive their rights of subrogation against the Sponsor and all other indemnities named in their contract documents. The OCIP does not cover contractor’s property.

6.5 Professional Liability Insurance (Errors & Omissions) In the event any contract specifications requires a Participating Contractor, including any professional service provider, to perform professional services, such as, but not limited to, architectural, engineering, construction management, surveying, design, etc., a certificate of insurance must be provided to the Sponsor prior to commencing work:

Professional Liability
Each Claim $ 5,000,000
Aggregate $ 5,000,000

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CONTRACTOR REQUIRED COVERAGE
City of Santa Cruz OCIP Insurance Manual
Alliant Version 03
22 Change in limits, coverage, or loss of aggregate limit due to outstanding claims must be reported to the Sponsor within thirty (30) days of any such event. The OCIP does not provide Professional Liability insurance.

6.6 Pollution Liability
If this Agreement involves the removal of asbestos, the removal/replacement of underground tanks, or use of toxic chemicals and substances, the Contractor will be required to provide coverage no less than the following limits, for such exposures subject requirements and approval of the Sponsor:

Pollution Liability
Each Claim/Per Occurrence $ 10,000,000
Aggregate $ 10,000,000

6.7 Conditions of Understanding
The amount and types of insurance coverage required herein shall not be construed to be a limitation of the liability on the part of the Sponsor, Participating Contractors, Nonparticipating Contractors, or any lower-tier Subcontractors. Any type of insurance, or any greater limits of liability than described above, which the Contractor requires for their own protection or on account of statute, shall be the Contractor’s own responsibility and at its own expense. The carrying of the insurance described shall in no way be interpreted as relieving a Contractor of any tier, whether Participating or Non-Participating, of any responsibility of liability under this contract.

6.8 Other Insurance Required of All Contractors
Participating Contractor shall file certificates of such insurance with the Sponsor, which shall be subject to the Sponsor’s approval for adequacy of protection, including the satisfactory character of any Insurer. If requested by the Sponsor, a certified copy of the actual policy(s) with the appropriate endorsement(s) and other documents shall be provided to the Sponsor.

Contractor shall immediately provide written notice to the Sponsor of any notice of cancellation, notice of non-renewal, or any other material modification of the insurance coverages required to be provided by the Contractor.

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City of Santa Cruz OCIP Insurance Manual
Alliant Version 03
23 In the event of failure of any tier to furnish and maintain said insurance and to furnish satisfactory evidence thereof, the Sponsor shall have the right to take out and maintain same coverage for all parties on behalf of the Contractor of any tier who also agrees to furnish all necessary information thereof and to pay the cost thereof to the Sponsor immediately upon presentation of a premium invoice.

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CLAIMS PROCEDURES
City of Santa Cruz OCIP Insurance Manual
Alliant Version 03
24 SECTION

7.0 CLAIM PROCEDURES 7
This section describes the basic procedures for reporting various types of claims. A claim kit will be provided to all Participating Contractors. It will include details about claim reporting and is intended for use at the job site.

7.1 Workers’ Compensation Claims
The main responsibility for any Contractor is first to see that the injured worker receives immediate medical care. Next, you should notify the on-site Contractor’s Safety Supervisor immediately in the event of a serious injury or accident.

An Employers First Report of Injury (Form 5020) must be completed and submitted to the on-site safety representative, along with the DWC-1 (Employee’s Claim) and the Supervisors Report of Injury Form.

It is the responsibility of the employer of the injured worker to report the claim to the OCIP insurance carrier as soon as is practicable, but in no more than 24 hours from the time of injury. Claim kits will be available through the Contractor for reporting injuries.

The Sponsor and their insurer will arrange with preferred medical providers for treatment of all minor or non-life threatening injuries. A list of the providers will be provided to all Participating Contractors.

Participating Contractors must designate a representative at the site to take injured employees to the medical center, and to report the claim. This individual should remain with the injured employee at the center while he/she is being treated. The treating physician should provide a written description of whether or not the injured worker can return to work, a list of restrictions, if any, and the estimated length of time he/she will stay on modified duty.

7.2 General Liability Claims
Accidents at or around the job site resulting in damage to property of others (other than the Work itself), or personal injury or death to a member of the public, must be reported immediately to the on-site Contractor’s Safety Supervisor. A General Liability Loss Notice

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CLAIMS PROCEDURES
City of Santa Cruz OCIP Insurance Manual
Alliant Version 03
25 (Accord Form 3) shall be completed and delivered within 24 hours to the OCIP Administrator.

Contractors shall not voluntarily admit liability and shall cooperate with the Sponsor or insurer representatives in the accident investigation.

If your firm receives notice of a claim, or forthcoming lawsuit, or is served with a lawsuit arising out of your involvement with this project, please forward a copy of the documentation to the OCIP Administrator (See Section 2.0: Project Directory for Contact Information)

7.3 Property Claims
Immediately report any damages to your Work or the Work of any other Contractor to the on-site Contractor’s Safety Supervisor. In addition, complete the Property Loss Notice (Accord Form 1) and submit it to the OCIP Administrator within five days of the occurrence.

7.4 Automobile Claims
No coverage is provided for automobile accidents under the OCIP. It is the sole responsibility of each Contractor to report accidents involving their automobiles to their own insurers.

In addition to reporting the claim to its own insurer, each Contractor shall report all accidents occurring in or around the job site to the on-site Contractor’s Safety Supervisor.

These accidents will be investigated with regard to any liability arising out of the Project construction activities that could result in future claims. Each Contractor shall cooperate in the investigation of all automobile accidents.

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APPENDIX

8.0 APPENDIX
• Enrollment: Alliant WrapX Contractor Portal Instructions • Insurance Cost Worksheet
• Monthly On-Site Payroll Report – ONLINE SUBMISSION REQUIRED • Notice of Work Termination – ONLINE SUBMISSION REQUIRED • Notice of Contract Award
• Exhibit 1: Sample Off-Site Certificate of Insurance
Access Contractor Portal

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APPENDIX
An account will be created for all users upon submittal of Notice of Award (NOA). If you are already registered, log in and proceed to Completing Enrollments on Page 3 below. Open the Alliant WrapX Contractor Portal URL in a web browser: https://alliantwrapx.alliant.com/ContractorPortal/ The Alliant WrapX Contractor Portal login screen will be displayed.

How to Log In
Once at the WrapX home page:
 Contact the Alliant CIP Administrator to obtain a
Username.
 Enter your unique Username and enter your
Password.
 Click on the “LOGIN” button to gain access to the
secure WrapX Contractor Portal.
 Please note that the first time you log on you will
be requested to change your password.
 If you forgot your password or ID, click on
“Trouble logging in?” and follow the
instructions.

Forgot Username or Reset Password Screen
If you forgot your username or password, click on “Trouble logging in?” and follow system prompts.

Once all required information has been submitted (ex: email address and/or username), temporary credentials will be directly sent to contractor. If a temporary password is not received within a few minutes, please check your spam folder, or reach out to Alliant CIP Administrator.

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APPENDIX
Completing Enrollments
• To find your newly added contract(s), filter your contracts by New. • Contracts that are in process for enrollment will show a status of Incomplete or Pending.

Contract Status Color Codes
• Click on the Contract Number of the contract you need to update, to begin the process. The enrollment wizard will start on the Review page. Any section that is not
compliant will be listed in RED.
• Areas of concern can be identified by finding the
Missing Information, as shown below.
• If you wish to run a report
summarizing all information required to
complete the enrollment, choose “Click
here” at the top of the screen, to run
and download the report
• Choose “GO TO DETAILS” to begin
updating the contract
• After clicking “GO TO DETAILS”, you will be directed to the Enrollment Process. Any sections with missing data are notated with a red X, as shown below.
• Click on “EDIT”, in the section(s) where the additional data is needed. • To quickly move to the next section, you can choose an item shown as incomplete (with a red X)

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Enter the missing data and click “NEXT” to proceed to the next section Updating Address
• If your address already exists
in the system, you may
choose “Select Existing
Address” Otherwise, enter the
data as required
• To add a second address, Click
on the Green Plus
sign
• Choose “NEXT” to proceed
through the data entry

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APPENDIX
Reviewing Enrollment
• Once all items have been properly added to the contract, Click on “Review” • Scroll to the bottom of the screen
• Check the Electronic Signature box
• Enter your Name and Click Submit.

If you have any questions while entering information, please use the Help & Support pop-out window to get on the spot help tailored to the section you are reviewing.

Information Required for Enrollment in the System
Alliant WrapX Notice of Award Process
• Notice of Award (NOA) is required to be submitted by a contractor subcontracting out any work at https://alliantwrapx.alliant.com/ContractorPortal
Usual Information Required for Enrollment
Item Help
1 Contractor FEIN – Federal ID Number This is a 9 digit company number that is required for enrollment
2 Contract Description Detailed Scope of work
3 Start Date at project site Day physical work starts at jobsite 4 Contractor Address Physical address of office. Any P.O. Box should be entered under Mailing address
5 Workers’ Compensation Class Codes for
onsite work
A four digit code that is state specific and can be located in your company WC rate pages
6 Estimated Man hours and Payroll Entered For each class code 7 Experience Modifier (EMR) Located in your company WC rate pages and entered as a decimal number (ex: 125% = 1.25 or 75% = 0.75)
8 WC Offsite Carrier/Policy #/Term Corporate WC carrier name/policy number 9 Other basic information about the contract Contract Value; contact information for Company and/or Payroll; etc.

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APPENDIX
• An NOA is required for any contractor
whether the contractor is an Enrolled or
Excluded Party.
• Please contact the Alliant CIP Administrator if you
have not been given a login ID and Password.
• After logging into the system, find your
contract and Click on the contract number
• Find the Subcontract section and Click on “GO TO
DETAILS”
• Click Add Subcontract to add a new Subcontractor.
• Click on the Magnifying Glass to search for subcontractor by name. *Utilizing the search feature will prefill other items such as Federal ID Number (FEIN) or Trade, and it will allow for quicker entry of contact and address information.
• Enter Subcontractor information, as well as contract information for each contract. • All Yellow fields are required for entry
• Search by Company Name or by FEIN
• Click “SEARCH”
• Choose the correct Company
• Click “SELECT”
• Complete the entry for the NOA.

Click “SUBMIT” if this is the only NOA you need to submit.

Click “SAVE & ADD NEW” if there are additional Subcontractors to add.

After NOA submission, Alliant CIP Administrator will reach out to your subcontractor for enrollment.

How to Report CIP Payroll
Payroll is reported via the Alliant WrapX Contractor Portal. Credentials are typically provided at the time of enrollment. If you are joining the project after enrollment, or are otherwise in need of a username and password, please contact the Alliant CIP Administrator.

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• Log into the Contractor Portal
• Find the contract where you would like to
enter payroll for the month.
• If any payroll is missing, you will see the
Payroll Status as Incomplete
• Click on the Contract number to open the
Contract Summary
• Find Onsite Payroll section
• Click on “GO TO DETAILS” to
begin payroll entry process
If payroll is delinquent:
• System will default
to the latest
missing payroll
• The missing dates
will be pre-filled
• For a New Entry,
manually add the
dates for the
month
• Complete the
payroll entry by entering Man hours and Payroll, (Straight time, unburdened payroll) • Clicking on the No Activity box will prefill 0 (zero) for man hours and payroll for all lines for the month • Clicking on the Final Payroll box with initiate the closeout of the contract. Payroll is still due until the closeout is accepted by the GC and completed by the Alliant CIP administrator • Click Submit to complete the payroll entry
• Choose the Next month that should be entered, or click on Home to return to the main screen Certified Payroll is not considered the same as CIP Payroll. Please note that any Certified Payroll Reports submitted to Alliant WrapX will not satisfy the CIP Payroll Requirement.

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APPENDIX
How to review Subcontractor Status
If you have subcontracted some of your work, it is important to review the status of your subcontractor(s) to see where they are at in their enrollment process. If your subcontractor is incomplete with their CIP enrollment, they are not authorized to work onsite. To review what may be missing from your subcontractors contract, please follow the below steps:
• From the Home Screen, locate your contract
• After locating your contract, Click on “View” in the Subcontractor column to review the list of subcontracts on this contract
• To understand what is missing for one of the subcontracts, click on the word “Incomplete” or “Missing” for that subcontract. This will generate a Missing Data Report for that subcontractor • Open the Missing Data Report to see what the contractor is missing Required Information for Online Enrollment

9.191

APPENDIX
Required Information Help
1 Contractor name May include type of company: Corporation, LLC, etc…
2 Parent contractor name Name of company you are contracted with 3 Contractor Federal ID Number Check Alliant data and update 4 Start Date at project site Day physical work starts at jobsite 5 Estimated completion date Can be an estimate
6 Contract Value
7 Contract Description Scope of work
8 Contractor Address Physical address of office. Any P.O. Box should be entered under Mailing address
9 Contractor Main Phone and Fax
numbers
10 Contractor Primary Contact Name
11 Contact position
12 Contact phone and fax numbers, and
email address
Email is preferred method for communication
13 Contractor Payroll Contact Name Can be the same as the Primary Contact 14 Payroll Contact phone and fax
numbers, and email address
Email is preferred method for communication
15 Workers’ Compensation Class Codes
to be used on job
Can be found in your company WC rate
pages
16 Estimated Man hours and Payroll Required for enrollment 17 Risk ID # Also called Rating Board file #
18 Rating Bureau NCCI or WCRIB or similar name
19 Experience Modifier (EMR) Can be found in your company WC rate pages
20 WC Offsite Carrier Corporate WC carrier name
21 WC Offsite Policy # Corporate WC policy number
22 WC effective date Corporate WC effective date
23 Policy Expiration Date Corporate WC expiration date
24 If any work is being subcontracted
out, please include information about
subcontractors so enrollment can be
started for each contractor
At a minimum: Contractor name; estimated
start date; contact name, email and phone
number; and contract value for
subcontracted work.

9.192
Progressive Design Build Agreement Exhibits
H-1
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit H: CWSRF Loan Requirements

9.193
Progressive Design Build Agreement Exhibits Exhibit H
H-2
Use of contents on this sheet is subject to the limitations specified at the end of this document.

City of Santa Cruz Project WEER Progressive Design-Build Agreement Exhibits

1.1 Introduction
Anticipated funding sources for this project include the State of California Clean Water State Revolving Fund (SRF). This section summarizes the SRF program requirements the Design-Builder is required to comply with. If there are conflicts between this section and other provisions or sections, the requirements stated in this section shall take precedence over the other provisions, except where similar provisions are more stringent, in which case the more stringent conditions will be implemented.

1.2 CWSRF Requirements
The Design-Builder is expected to comply with the SRF program requirements, which can be found in full on the State Water Resources Control Board (SWRCB) website (CWSRF Funding Requirements).

The City recognizes that information provided may change and the SWRCB guidelines must be followed for processing such changes. The Design-Builder is expected to assist with any requirement the City must satisfy per the terms of the loan. Specific requirements that are the direct responsibility of the Design-Builder include, but are not limited to:
• Compliance with applicable state and federal employment requirements. • Equal Employment Opportunity and Civil Rights Requirements • Certification Regarding Debarment, Suspension, and Other Responsibility Matters • Davis-Bacon Wage requirements
• Disadvantaged business entity outreach and minimum advertising periods • American Iron and Steel (AIS) requirements
• Build America Buy America (BABA) requirements
• California Environmental Quality Act (CEQA)
• Federal Cross-cutting Authorities such as:
− National Historic Preservation Act (NHPA)
− Biological Resources
− Clean Air
− Flood Plain
− Etc.
• Record Keeping and Reporting Requirements
• Business License & Taxes
• Financial Accountability

9.194
Progressive Design Build Agreement Exhibits
I-1
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit I: Form of Performance Bond

9.195
City of Santa Cruz
Wastewater Energy and Electrical Resiliency Project Progressive Design-Build Agreement Page I-1
WHEREAS, the City of Santa Cruz, a municipal corporation, in the County of Santa Cruz, State of California, has awarded to _______________________, hereinafter designated as the "Principal," a contract for constructing the work or improvement described in the contract documents entitled:
“Wastewater Energy and Electrical Resiliency Project”
adopted by the City Council of the City of Santa Cruz on the _________ day of _________, ______, and, WHEREAS, said Principal is about to enter into the annexed contract with the City of Santa Cruz:

NOW, THEREFORE, we, the Principal, and ____________________________________, a corporation organized and existing under and by virtue of the laws of the State of California, as surety, are held and firmly bound unto the City of Santa Cruz, a municipal corporation in the County of Santa Cruz, State of California, in the sum of _____________________________ ______________________________dollars ($____________) being not less than one hundred percent (100%) of the estimated contract costs of the work, to be paid to the City of Santa Cruz, for the payment of which sum, well and truly to be paid, we hereby jointly and severally bind ourselves, our heirs, administrators, executors, successors and assigns;
NOW, THEREFORE THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, his/her heirs, executors, administrators, successors, or assigns shall in all things abide by and well and truly keep and perform the covenants, conditions and agreements in the said contract and any alteration thereof made as herein provided, on his/her or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to the true intent and meaning, and shall indemnify and save harmless the City of Santa Cruz, its officers and agents as therein stipulated, that this obligation shall be discharged, otherwise it shall be and remain in full force and effect.

As a condition precedent to the satisfactory completion of the said contract, the above obligation in the amount of dollars ___________________________________________dollars ($_________), being not less than 10 percent of the estimated contract cost, shall remain in force for a period of one (1) year after the completion and acceptance of the said work, during which time if the Principal, his/her or its heirs, executors, administrators, successors or assigns shall fail to make full, complete and satisfactory repairs and replacements or totally protect the City of Santa Cruz from loss or damage made evident during said period of one (1) year from the date of official acceptance of said work and resulting from or caused by defective materials or faulty workmanship in the prosecution of the work done, the above obligation in the sum of ___________________________________________________________________ dollars ($_________), shall remain in full force and effect, otherwise the obligation shall be discharged.

However, notwithstanding any other provisions of this paragraph, the obligation of the surety hereunder shall continue so long as any obligation of the Principal remains.

The surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the contract or to the work to be performed thereunder or the specifications shall in any way effect its obligation on this bond, and it does hereby waive notice of any such changes, extensions of time, alterations, or additions to the terms of the contract or to the work or to the specifications, and the surety does hereby waive its rights under California Civil Code Section 2819.

9.196
City of Santa Cruz
Wastewater Energy and Electrical Resiliency Project Progressive Design-Build Agreement Page I-2
IN WITNESS whereof, the parties have executed this instrument under their seals, this ____ day of__________________, 20____, by its undersigned representative, pursuant to the authority of its governing body, the day and year first hereinabove written. ________________________________

PRINCIPAL
________________________________
SURETY

CITY ATTORNEY
Approved as to Form

9.197
Progressive Design Build Agreement Exhibits
J-1
Use of contents on this sheet is subject to the limitations specified at the end of this document.

Exhibit J: Preliminary Project Schedule and Schedule
Milestones

9.198
xxviii
Wastewater Energy and Electrical Resiliency (WEER) Project Proposal

ROYAL ELECTRIC NOT INCLUDED IN PAGE COUNT
Activity ID Activity Name OD Start Finish TF
City of Santa Cruz WEER Project Royal Electric Proposal Schedule 997 22-Sep-26 24-Oct-30 0 Overall Project 997 22-Sep-26 24-Oct-30 0
MILE-1000 Phase 1 Notice-to-Proceed 0 22-Sep-26* 0
MILE-1010 Phase 1 - 30% Design Package Complete 0 16-Jul-27 48 MILE-1020 Phase 1 - 60% Design Package Complete 0 25-Oct-27 122 MILE-1030 GMP Approval / Phase 1 Complete 0 23-Feb-28 50 MILE-1040 Phase 2 Notice-to-Proceed 0 24-Feb-28 50
MILE-1050 Phase 2 - Final Design Complete 0 02-Jun-28 30 MILE-1060 Phase 2 - Start of Construction 0 20-Jun-28 20 MILE-1070 Phase 2 Substantial Completion 0 17-Jun-30 0
MILE-1080 Phase 2 Final Acceptance 0 24-Oct-30 0
Phase 1 Phase 1 - Pre-Construction 337 22-Sep-26 23-Feb-28 80 Task 1 - Project Managemen Management 260 22-Sep-26 18-Oct-27 127 Phase 1 P Phase 1 Project Execution Plan (PEP lan (PEP) 45 22-Sep-26 24-Nov-26 30 PRECON-1000 Prepare and submit Project Schedule 15 22-Sep-26 12-Oct-26 35 PRECON-1010 Prepare and submit Health and Safety Plan 15 22-Sep-26 12-Oct-26 35 PRECON-1020 Prepare and submit Quality Management Plan (QMP) 15 22-Sep-26 12-Oct-26 35 PRECON-1030 Prepare and submit Project Communication Plan 15 22-Sep-26 12-Oct-26 35 PRECON-1040 Prepare and submit Risk Management Plan 15 22-Sep-26 12-Oct-26 35 PRECON-1050 Prepare Draft PEP 20 22-Sep-26 19-Oct-26 30 PRECON-1060 Submit draft PEP 0 19-Oct-26 30
PRECON-1070 City review 15 20-Oct-26 09-Nov-26 30
PRECON-1080 Prepare final PEP 10 10-Nov-26 24-Nov-26 30 PRECON-1090 Submit final PEP 0 24-Nov-26 30
Monthly Monthly Progress rogress Reporting and Invoices 260 22-Sep-26 18-Oct-27 127 PRECON-1100 Prepare and submit monthly reports 260 22-Sep-26 18-Oct-27 127 Task 2 - Meetings and Workshops 245 13-Oct-26 18-Oct-27 127 PRECON-2000 Kickoff and Partnering Meeting 2 13-Oct-26 14-Oct-26 50 PRECON-2010 Technical Workshops (20) 220 13-Oct-26 13-Sep-27 50 PRECON-2020 Weekly Progress Meetings 243 15-Oct-26 18-Oct-27 127 Task 3 - Backg - Background Documen Document Review and Validation 50 29-Sep-26 10-Dec-26 20 PRECON-3000 Review and prepare draft TM 20 29-Sep-26 26-Oct-26 5 PRECON-3010 City review 15 27-Oct-26 17-Nov-26 20
PRECON-3020 Prepare final TM 15 18-Nov-26 10-Dec-26 20
Task 4 - Field - Field Investigations, Su ions, Surveying, Mapp rveying, Mapping and Repor nd Reports 100 29-Sep-26 08-Mar-27 0 Underground rground Utility Location Plan 55 29-Sep-26 17-Dec-26 0 PRECON-4010 Prepare draft plan 20 29-Sep-26 26-Oct-26 0 PRECON-4040 City review 15 27-Oct-26 17-Nov-26 0
PRECON-4060 Prepare and submit final plan 10 18-Nov-26 03-Dec-26 0 PRECON-4090 Underground utility investigation 10 04-Dec-26 17-Dec-26 0 Underground rground Utility Location TM 45 18-Dec-26 08-Mar-27 0 PRECON-4100 Review and prepare draft TM 15 18-Dec-26 22-Jan-27 0 PRECON-4130 City review 15 25-Jan-27 12-Feb-27 0
PRECON-4150 Prepare final TM 15 16-Feb-27 08-Mar-27 0
Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2027 2028 2029 2030 2031
City of Santa Cruz WEER Project Roya
Overall Project
Phase 1 Notice-to-Proceed
Phase 1 - 30% Design Package Complete
Phase 1 - 60% Design Package Complete
GMP Approval / Phase 1 Complete
Phase 2 Notice-to-Proceed
Phase 2 - Final Design Complete
Phase 2 - Start of Construction
Phase 2 Substantial Completion
Phase 2 Final Acceptance Phase 1 - Pre-Construction
Task 1 - Project Management
Phase 1 Project Execution Plan (PEP)
Prepare and submit Project Schedule
Prepare and submit Health and Safety Plan
Prepare and submit Quality Management Plan (QMP)
Prepare and submit Project Communication Plan
Prepare and submit Risk Management Plan
Prepare Draft PEP
Submit draft PEP
City review
Prepare final PEP
Submit final PEP
Monthly Progress Reporting and Invoices
Prepare and submit monthly reports
Task 2 - Meetings and Workshops
Kickoff and Partnering Meeting
Technical Workshops (20)
Weekly Progress Meetings Task 3 - Background Document Review and Validation Review and prepare draft TM
City review
Prepare final TM
Task 4 - Field Investigations, Surveying, Mapping and Reports Underground Utility Location Plan
Prepare draft plan
City review
Prepare and submit final plan
Underground utility investigation
Underground Utility Location TM
Review and prepare draft TM
City review
Prepare final TM
City of Santa Cruz Wastewater Treatment Facility Energy and Electrical Resiliency Project Santa Cruz, CA
Royal Electric Proposal Schedule - 5/28/26