ATTACHMENT #4
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DESIGN AND BUILD CONTRACT
THIS DESIGN AND BUILD CONTRACT (“Contract”) is made this 24 th day of February, 2026 (“Effective Date”), in the County of Ventura, State of California, by and between the City of Thousand Oaks, hereinafter called City, and RavenVolt, Inc. (an ABM company), hereinafter called Design-Builder. City and Design-Builder are sometimes individually referred to as “Party” and collectively as “Parties.” The Parties for the considerations stated herein agree as follows:
ARTICLE 1. PROJECT. The City is in need of design and construction for the Electrification and Energy Resiliency Projects at the Municipal Service Center (MSC) (“Project”), which will include two phases: (1) preconstruction design phase services (“Phase 1”); and (2) final design services and construction services to complete the Project (“Phase 2”), each of which are more fully described in the Contract Documents (collectively, “Services” or “Work”). During Phase 1, Design-Builder shall perform Phase 1 Services consistent with the requirements of the Contract Documents, during or after which Design-Builder shall prepare and propose to City on an Open Book Basis a Guaranteed Maximum Price (“GMP”) to complete Phase 2 Services and, if accepted by City, the Parties shall enter into an amendment to the Contract for Design- Builder’s performance of Phase 2. In entering into the Contract, the Parties expressly agree that City is under no obligation to proceed with Phase 2.
ARTICLE 2. PHASE 1 SERVICES.
(a) Phase 1 Services. Design-Builder promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately perform Phase 1 and complete Phase 1 Services consistent with the requirements in the Contract Documents. The Phase 1 Services are described more particularly in the Contract Documents, including, without limitation, Exhibit A.
(b) Phase 1 Task Orders. Phase 1 Services shall be performed pursuant to Task Orders issued in a form substantially similar to the sample Task Order form attached hereto and shall be subject to all terms and conditions of the Contract Documents. No compensation shall be provided for any Phase 1 Services unless authorized by a fully executed Task Order.
(c) Phase 1 Commencement. Design-Builder shall commence the performance of Phase 1 Services upon City’s issuance of a Task Order to complete certain Phase 1 Services in accordance with the Contract Documents. City has no obligation to issue a Task Order for Phase 1 Services. All Phase 1 Services performed by Design-Builder prior to City’s issuance of a Task Order shall be at Design-Builder’s sole risk. (d) Phase 1 Term. Design-Builder shall commence the performance of Phase 1 upon City’s issuance of a Notice to Proceed and shall complete the Phase 1 Work within 200 Days of City’s issuance of the Notice to Proceed. Design-Builder shall not be entitled to any costs due to any impacts, disruption, or delays occurring during performance of
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Phase 1 Services. If City or any other party exceeds or fails to meet any time limit provided in the Contract Documents for performance of any action during Phase 1 Services, Design-Builder’s sole remedy shall be an adjustment of the time period for performance of Phase 1 Services. Any delay that occurs during Phase 1 shall have no impact on City’s right to terminate Phase 1 at any time as provided in the General Conditions. (e) Early Purchase Items; Early Construction Packages. The Parties may agree to have Design-Builder procure Early Purchase Items and perform Early Construction Packages prior to commencing Phase 2.
ARTICLE 3. PHASE 2 SERVICES.
(a) Guaranteed Completion Date. Design-Builder shall complete Phase 2 within the Guaranteed Completion Date. As of the Effective Date, the Guaranteed Completion Date has not been agreed to by the Parties. The Guaranteed Completion Date will be established in a GMP Amendment, and it shall run from the Notice to Proceed for Phase 2 even if issued prior to completion of the 100% Construction Documents. (b) Commencement of Phase 2. Design-Builder shall not commence Work for Phase 2 until City executes a GMP Amendment and issues a Notice to Proceed for Phase
2. Design-Builder may request a Notice to Proceed with Construction Work prior to completion of the 100% Construction Documents, and City may issue same, provided that Design-Builder shall not construct any portion of the Project until the design of such portion has been issued for construction.
(c) Construction Packages. City and Design-Builder may agree to complete the Construction Work in multiple stages with individual Construction Packages. Each Construction Package would be a discrete and defined portion of the Project that includes its own GMP and Milestone Date, agreed to by the Parties in a GMP Amendment. City may issue Construction Packages that Design-Builder can perform concurrently.
ARTICLE 4. PHASE 1 COMPENSATION.
(a) City shall pay Design-Builder a lump sum amount of One Million, Three Hundred and Fifty-Nine Thousand, Six Hundred and Sixty-Nine and 94/100 Dollars ($1,359,669.94) for performance of the Phase 1 Services based on the Work satisfactorily performed and accepted by City pursuant to the Contract Documents, subject to any additions or deductions as provided in the Contract Documents (“Phase 1 Fee”). The Phase 1 Fee includes any and all costs and expenses required to provide the Phase 1 Services. City shall not be liable to Design-Builder for any other costs or expenses paid or incurred by Design-Builder in performing Phase 1 Services, except as expressly provided for in the Contract.
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(b) There is no guarantee, either expressed or implied, as to the actual dollar amount that will be authorized for Phase 1 Services. Each Task Order shall include a not to exceed amount for that Task Order and the final Phase 1 Fee shall be comprised of the aggregate amounts of each Task Order.
ARTICLE 5. PHASE 2 COMPENSATION. Design-Builder’s compensation for Phase 2 Services shall be the Phase 2 Price as further described, and subject to, the limitations set forth below and as indicated in the Contract Documents. Design-Builder expressly agrees and acknowledges that, as of the Effective Date, Design-Builder is not entitled to any compensation for Phase 2 Services, and shall only be entitled to such compensation if: (1) City accepts the Design-Builder’s GMP Proposal; (2) the Parties execute, and the City Council approves, a GMP Amendment; and (3) City issues a Notice to Proceed for Phase 2.
ARTICLE 6. COMPONENT PARTS OF THE CONTRACT. This Contract includes and hereby incorporates in full by reference the following documents which are the “Contract Documents”, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto:
1. Design and Build Contract
i. Exhibit A – Phase 1 Scope of Services
ii. Exhibit B – Design-Builder’s Cost Proposal Form
iii. Exhibit C – Levine Act Form
iv. Exhibit D – Federal Requirements
v. Exhibit E – Federal Minimum Wage Rates
2. General Conditions
3. Special Conditions
4. Task Order for Phase 1 Services
5. Performance Bond
6. Payment Bond
7. Greenbook Standard Specifications (Most Recent Edition; Sections 1-9 Excluded)
8. Design-Builder’s SOQ
9. RFP/Q and all addenda, attachments and appendices
10. GMP Amendment
11. Change Orders
12. Permits
13. Construction Documents
The Design-Builder shall complete the Work in strict accordance with all of the Contract Documents. In case of conflicts between the Contract Documents, the order of precedence shall be as set forth in the General Conditions.
All of the Contract Documents are intended to be complementary. Work required by one
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of the Contract Documents and not by others shall be done as if required by all. This Contract shall supersede any prior agreement of the parties, whether written or oral. The Contract can be modified only by a written Change Order executed in accordance with the Contract Documents.
ARTICLE 7. USE OF DEFINED TERMS. Any capitalized terms herein not defined in the Contract, or in the Contract Documents, shall have the meaning set forth in the General Conditions.
ARTICLE 8. DESIGN-BUILDER’S CONTRACTOR’S LICENSE AND REGISTRATION.
Design-Builder shall have only appropriately licensed contractors performing work on the Project as required by the Business and Professions Code. Design-Builder (License No.
CA# 1074703) shall act as the licensed contractor for the Project. Design-Builder shall perform all services required under the Contract Documents in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals qualified to perform such services in the same discipline in the State of California, and the Design-Builder shall be fully responsible to City for any damages and/or delays to the Project as specified in the Contract. The licensed contractor shall be registered with the Department of Industrial Relations to perform public work (DIR Registration No.2000009865).
ARTICLE 9. DESIGN-BUILDER’S DESIGN PROFESSIONAL. Design-Builder shall name a specific person to act as the Design Professional as described in the General Conditions, subject to the approval of City. Design-Builder hereby designates RavenVolt, Inc., (License No. CA# 1074703) to act as the Design Professional for the Project. Design- Builder’s Design Professional shall perform all Design Work required under the Contract Documents in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals qualified to perform such services in the same discipline in the State of California, and Design-Builder shall be fully responsible to City for any damages and/or delays to the Project as specified in the indemnification provisions of the Contract. Any change in the Design Professional shall be subject to City’s prior written approval, which approval shall not be unreasonably withheld. The new Design Professional shall be of at least equal competence as the prior Design Professional. In the event that City and Design-Builder cannot agree as to the substitution of a new Design Professional, City shall be entitled to terminate the Contract as described in the General Conditions.
ARTICLE 10. PROVISIONS REQUIRED BY LAW. Each and every provision of law required to be included in these Contract Documents shall be deemed to be included in these Contract Documents. The Design-Builder shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Work.
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ARTICLE 11. INDEMNIFICATION. Design-Builder shall provide indemnification and defense as set forth in the General Conditions.
ARTICLE 12. SIGNATURES.
(a) Counterparts. This Contract may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument.
(b) Scanned Signatures. In the event that any signature is submitted electronically as a scanned image (i.e. files with .pdf, .tiff or .jpeg extensions), such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such scanned signature page were an original thereof.
(c) Digital/Electronic Signatures. This Contract may be executed through the use of digital or electronic signatures provided they meet the requirements of the Electronic Signatures in Global and National Commerce (ESIGN) Act and the California Uniform Electronic Transactions Act (UETA) and are produced using a City-approved method. The presence of an electronic signature on this document shall be construed as the parties’ consent to do business electronically.
ARTICLE 13. GENERAL TERMS.
(a)GOVERNING LAW AND CHANGE IN LAW. This Contract, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California. Should litigation occur, venue shall be in Superior Court of Ventura County. In the event of a Change in Law that materially affects Design-Builder’s performance of its obligations under this Contract, increases the cost of performance, or affects the timing or feasibility of an obligation under this Contract, Design-Builder shall be entitled to an equitable adjustment of the contract price, schedule, or other relevant terms.
For the purposes of this Contract, a “Change in Law” shall mean (i) the enactment, adoption, promulgation, modification, or repeal of any applicable law, regulation, rule, ordinance, code, or standard by any governmental authority after the Effective Date; or (ii) any change in the interpretation or application of any applicable law by any governmental authority after the Effective Date.
(b)TAXPAYER IDENTIFICATION NUMBER. Design-Builder shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W-9, as most recently issued by the Internal Revenue Service. (c)NON-APPROPRIATION OF FUNDS. Payments due and payable to Design- Builder for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of City funds. In the event City has not appropriated sufficient funds for payment of Design-Builder’s services beyond the current fiscal year, this Contract shall cover only those costs incurred up to the conclusion of the current fiscal year.
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(d)MODIFICATION/AMENDMENT OF CONTRACT. Any amendment,
modification, or variation of the terms or tasks of this Contract shall be in writing and shall be effective only upon the mutual written approval of the City and Design-Builder.
(e)CAPTIONS. The captions or headings in this Contract are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the Contract.
(f)AUTHORIZATION. Each party has expressly authorized the execution of this Contract on its behalf and binds said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint ventures, insurance carriers and any others who may claim through it to this Contract.
(g)PARTIAL INVALIDITY. If any provision in this Contract is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
ARTICLE 14. FEDERAL FUNDING. Funding for this Contract has been provided in full or part by funds from the Federal Emergency Management Agency (“FEMA”) and Federal Transit Administration (“FTA”). Design-Builder shall comply, and assist City in complying with all duties, requirements, and obligations in and arising out of the Federal Requirements, included as Exhibit D to this Contract.
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DESIGN AND BUILD CONTRACT
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IN WITNESS WHEREOF, this Contract has been duly executed by the above- named parties, on the day and year above written.
CITY OF THOUSAND OAKS
______________________________
Mikey Taylor, Mayor
ATTEST:
______________________________
Laura Maguire, City Clerk
APPROVED AS TO FORM:
Office of the City Attorney
______________________________
Tracy Friedl, Assistant City Attorney
APPROVED AS TO ADMINISTRATION:
______________________________
Andrew P. Powers, City Manager
APPROVED BY DEPARTMENT HEAD:
______________________________
Nader Heydari, Public Works Director
RAVENVOLT, INC. (AN ABM
COMPANY)
______________________________
Satish Jayaram, Senior Vice President
1074703
_________________________
License Number
2000009865
______________________________
DIR Registration Number
DESIGN AND BUILD CONTRACT
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FEDERAL REQUIREMENTS
THE REQUIRED CONTRACT PROVISIONS AND REQUIRED FEDERAL-AID
CONTRACT LANGUAGE FOR CONSTRUCTION CONTRACTS ARE ATTACHED HERETO AS EXHIBIT D AND ARE INCORPORATED HEREIN BY REFERENCE.
THE FEDERAL MINIMUM WAGE RATES ARE INCLUDED AS EXHIBIT E AND ARE INCORPORATED HEREIN BY REFERENCE.