Common use of Structural and Mechanical Peer Reviews Clause in Contracts

Structural and Mechanical Peer Reviews. Contractor shall retain qualified structural and mechanical engineers, licensed in the State of California and acceptable to the AOC, to conduct reviews and submit reports on the structural and mechanical design documents at 50% and 90% complete Working Drawings, to determine compliance to the accepted engineering practice, and AOC standards. Cost Control Management: Contractor shall prepare, based upon Design Documents prepared by the Architect or Engineer and identified by the AOC, its own cost estimate of the total construction cost of the Project at several times, as specified in this SOW. Contractor shall compare their cost estimate with the cost estimate independently prepared by the Architect or Engineer for these same design documents and endeavor to resolve discrepancies in the estimates to the satisfaction of the AOC, and with the goal that both cost estimates are less than or equal to the AOC’s Construction Budget. Contractor shall recommend, if necessary, appropriate modifications of the Design Documents to lower both the Contractor’s and the Architect or Engineer’s independent estimates to amounts equal to or lower than the Construction Budget. Contractor’s cost estimates shall be provided according to Uniformat standards and as specified below, and arranged in Uniformat format (a building systems organization format). Construction cost estimates shall be developed/updated and submitted as a part of each of the following submittals: Working Drawings; 50% milestone; Uniformat format elemental categories and detailed to Level 4; 90% milestone; Uniformat format elemental categories and detailed to Level 4 and additionally in CSI format. Each cost estimate shall: Reflect the best professional estimate of actual costs anticipated. Establish internal estimating allowances, consistent with good professional practice, appropriate to the phase of development. Larger allowances are assumed held at early phases gradually diminishing to zero at completion of final cost estimate. Adjust reported cost values to contract ENR CCCI value. Do not advance costs to the estimated start of construction, mid-point of construction or to present day values unless otherwise directed by the AOC. Questions regarding the calculation of ENR CCCI values shall be reviewed with the AOC Project Manager. Develop Supplementary Conditions (with AOC and Architect participation and subsequent AOC written approval) that address the Project conditions, modify the General Conditions as appropriate and as agreed upon by the AOC. Authorization to proceed with each succeeding step in the design process is contingent upon the AOC’s written Acceptance of both the Architect or Engineer’s and Contractor’s independent cost estimates, which when evaluated separately, must both be equal to or less than the Construction Budget. Approvals: Contractor shall monitor all regulatory approvals required during the Working Drawing Phase. Contractor shall provide the Master Schedule for Construction of the Project, which must, unless modified by a written amendment to this Agreement, and regardless of weather conditions, be completed on or before seven hundred and twenty-eight (728) calendar days from the date of Notice To Proceed with Construction. The Master Schedule for the Construction Phase of the Project shall be provided to the AOC, and is subject to the AOC’s written approval. Preparation of the Master Schedule for the Construction Phase will take into consideration sufficient time for the AOC to authorize said stage, including any time necessary for the AOC to obtain approval of funding. Upon successful completion of all activities and the successful provision of all deliverables of the Working Drawings Phase specified above, the AOC, the Architect, and the CM shall, in a written and signed document, designate the names, versions, and revision numbers of the final Construction Documents and Master Schedule for the Construction Phase of the Project. Upon the AOC’s written approval of the final Design Documents, the Design Documents are incorporated into and become an integral part of the Construction Documents, and upon approval of the Master Schedule applicable to the Construction Phase, the Contractor is authorized to begin the activities of the Subcontractor Bid Package stage: Subcontractor Bid Package Stage The AOC shall be provided, in writing, with a plan for the division of the construction activities of the Construction Phase work into bid packages. Bid packages shall be logical, inclusive and distinct. Bid packages shall be sufficiently comprehensive to secure competitive bids for provision of all of the Construction Phase work of the Project, as documented in the approved Construction Documents. Each bid package shall include a statement of work specifying all work to be performed by that subcontractor for the portion of the work as shown in the Construction Documents to be solicited, and shall include a schedule or due dates that requires the performance of the work within the timeframe envisioned for such work in the Master Project Schedule for the Construction Phase of the Project. Bid packages shall only solicit fixed price bids or Time and Materials bids with a fixed not-to-exceed amount. Individual packages shall, if the AOC so directs, include a number of additive or deductive alternates acceptable to the AOC. If the bid packages developed include alternates that require the selection and use of particular other alternate(s) in order to ensure the constructability of the Project, the Contractor shall identify them, in writing, to the AOC.

Structural and Mechanical Peer Reviews. Contractor shall retain qualified structural and mechanical engineers, licensed in the State of California and acceptable to the AOC, to conduct reviews and submit reports on the structural and mechanical design documents at 50% and 90% complete Working Drawings, to determine compliance to the accepted engineering practice, and AOC standards. Cost Control Management: Contractor shall prepare, based upon Design Documents prepared by the Architect or Architect/Engineer and identified by the AOC, its own cost estimate of the total construction cost of the Project at several times, as specified in this SOW. Contractor shall compare their cost estimate with the cost estimate independently prepared by the Architect or Architect/Engineer for these same design documents and endeavor to resolve discrepancies in the estimates to the satisfaction of the AOC, and with the goal that both cost estimates are less than or equal to the AOC’s Construction Budget. Contractor shall recommend, if necessary, appropriate modifications of the Design Documents to lower both the Contractor’s and the Architect or Architect/Engineer’s independent estimates to amounts equal to or lower than the Construction Budget. Contractor’s cost estimates shall be provided according to Uniformat standards and as specified below, and arranged in Uniformat format (a building systems organization format). Construction cost estimates shall be developed/updated and submitted as a part of each of the following submittals: Working Drawings; 50% milestone; Uniformat format elemental categories and detailed to Level 4; 90% milestone; Uniformat format elemental categories and detailed to Level 4 and additionally in CSI format. Each cost estimate shall: Reflect the best professional estimate of actual costs anticipated. Establish internal estimating allowances, consistent with good professional practice, appropriate to the phase of development. Larger allowances are assumed held at early phases gradually diminishing to zero at completion of final cost estimate. Adjust reported cost values to contract ENR CCCI value. Do not advance costs to the estimated start of construction, mid-point of construction or to present day values unless otherwise directed by the AOC. Questions regarding the calculation of ENR CCCI values shall be reviewed with the AOC Project Manager. Develop Supplementary Conditions (with AOC and Architect participation and subsequent AOC written approval) that address the Project conditions, modify the General Conditions as appropriate and as agreed upon by the AOC. Authorization to proceed with each succeeding step in the design process is contingent upon the AOC’s written Acceptance of both the Architect or Architect/Engineer’s and Contractor’s independent cost estimates, which when evaluated separately, must both be equal to or less than the Construction Budget. Approvals: Contractor shall monitor all regulatory approvals required during the Working Drawing Phase. Contractor shall provide the Master Schedule for Construction Phases 1 & 2 of the Project, which must, unless modified by a written amendment to this Agreement, and regardless of weather conditions, be completed on or before seven hundred and twenty-eight (728) 574 calendar days from the date of Notice To Proceed with Construction. Phase 3, the construction of the parking lot, must, unless modified by a written amendment to this Agreement, and regardless of weather conditions, be completed on or before 56 calendar days from the start of Phase 3. The Master Schedule for the Construction Phase of the Project shall be provided to the AOC, and is subject to the AOC’s written approval. Preparation of the Master Schedule for the Construction Phase will take into consideration sufficient time for the AOC to authorize said stage, including any time necessary for the AOC to obtain approval of funding. Upon successful completion of all activities and the successful provision of all deliverables of the Working Drawings Phase specified above, the AOC, the Architect, and the CM shall, in a written and signed document, designate the names, versions, and revision numbers of the final Construction Documents and Master Schedule for the Construction Phase of the Project. Upon the AOC’s written approval of the final Design Documents, the Design Documents are incorporated into and become an integral part of the Construction Documents, and upon approval of the Master Schedule applicable to the Construction Phase, the Contractor is authorized to begin the activities of the Subcontractor Bid Package stage: Subcontractor Bid Package Stage The AOC shall be provided, in writing, with a plan for the division of the construction activities of the Construction Phase work into bid packages. Bid packages shall be logical, inclusive and distinct. Bid packages shall be sufficiently comprehensive to secure competitive bids for provision of all of the Construction Phase work of the Project, as documented in the approved Construction Documents. Each bid package shall include a statement of work specifying all work to be performed by that subcontractor Subcontractor for the portion of the work as shown in the Construction Documents to be solicited, and shall include a schedule or due dates that requires the performance of the work within the timeframe envisioned for such work in the Master Project Schedule for the Construction Phase of the Project. Bid packages shall only solicit fixed price bids or Time and Materials bids with a fixed not-to-exceed amount. Individual packages shall, if the AOC so directs, include a number of additive or deductive alternates acceptable to the AOC. If the bid packages developed include alternates that require the selection and use of particular other alternate(s) in order to ensure the constructability of the Project, the Contractor shall identify them, in writing, to the AOC. Each bid package shall, at a minimum, include any flow down provisions of this Agreement, including but not limited to Article 4 of the General Conditions of the Contract (Document 00700) applicable to the Subcontractor’s performance for the Contractor. If appropriate, the Master Project Schedule will be provided in trade Contractor bid package. The Trade bid package shall include sufficient information regarding the timing of work being bid to ensure that the Project can be constructed within the approved Master Schedule for the Construction Phase of the Work, and shall provide terms and conditions that will inform prospective Subcontractors that they will be bound to performance within such time periods. Contractor may include, in the bid packages, legal terms and conditions standard to the Contractor for the type and duration of the Subcontractor engagements contemplated by this Agreement, however, such terms and conditions shall not be such that they shall be considered onerous and likely to result in higher bid prices. All bid packages shall be provided to the AOC as a single deliverable, and are subject to review by the AOC. Notwithstanding AOC’s review of the bid packages, Contractor warrants the bid packages developed shall conform to the provisions of this Agreement. Any omissions, errors, or ambiguities in the bid packages shall be construed against the Contractor and in favor of the AOC. Bidding of the Project: Upon written approval of the AOC, Contractor shall competitively bid the subcontractor bid packages and shall comply with the applicable state statutes and the General Conditions Of The Contract For Construction (Document 00700) and the Supplementary Conditions as agreed upon by the AOC and Contractor. Contractor shall: Advertise in trade venues acceptable to the AOC and solicit qualifications from a sufficient number of subcontractors for each bid package to ensure at least 3 qualified subcontractors result from this solicitation. Contractor shall prequalify at least three (3) qualified subcontractors for each bid package, and present such evidence of prequalification to the AOC. When the AOC has agreed in writing that at least 3 Qualified Subcontractors for a bid package have been selected, issue said bid package to the prequalified subcontractors. Receive bids for bid packages. Verify completeness of each bid submittal. Verify that the proposer has agreed to be bound by the flow down terms and provisions. Verify that the proposer has agreed to perform with in a period of time that will allow completion of the Project in accordance with the Master Schedule. Provided that the bid complies with all of the above, the bid shall be considered a conforming bid. If insufficient conforming bids are received, Contractor shall repeat steps (i) and (ii) above until three (3) conforming bids have been received. When sufficient conforming bids have been received, the Contractor, under the observation of the AOC and the Architect, shall identify that combination of bids and alternates as the AOC may elect to accept that has lowest cost while ensuring the constructability of the Project. If the combination of bids and AOC-accepted alternates and all direct costs of the Contractor for construction of the Project including General and Supplementary Conditions, Performance and Payment Bonds, Contractor fee for construction, Contractor overhead and profit, and Contractor contingency results in a GMAX that is less than or equal to the Construction Budget plus 10%, the AOC shall have the option to proceed with the Construction Phase of the Project. Contractor shall, upon authorization of the Construction Phase by the AOC, provide the Construction Services. Contractor shall warrant the Subcontractor bid packages against ambiguities, conflicts, or omissions in, and guarantee to the AOC that the total project shall be built for the available construction budget where the aggregate of all trade contractor bids, including any authorized alternatives, shall be less than, but close to, the construction budget as may have been modified by the AOC. If the GMAX exceeds the Construction Budget plus 10%, the AOC shall have the option to terminate this agreement, provide additional funds as required to authorize the Project, or, at the AOC’s option and as an negotiated service, have the Architect/Engineer and Contractor repeat the appropriate and necessary activities of the Working Drawings Phase, with the goal of modifying the Design Documents or period of proposed construction to reduce the total cost of the resultant combination of bids and alternates to less than or equal to the Construction Budget. Contractor shall endeavor to mitigate any time lost due to rebids or due to the time needed for the AOC to obtain any additional funding when revising the Master Schedule for the Construction Phase of the Project. This re-bidding process may, if the resultant combination of bids and alternates having the lowest total cost exceeds the Construction Budget plus 10% be repeated a second time at the discretion of the AOC, and the AOC shall have the same options specified above. If the second re-bid fails to produce a total construction cost less than or equal to the Construction Budget plus 10%, this Agreement may be terminated by the AOC. In the event of termination, Contractor shall be paid in full for all Services provided through the end of the Working Drawing Phase, and neither party shall have any further claims or liability for damages to the other with regard to the Services so provided. Contractor agrees to, upon authorization by the AOC, execute an amendment to this Agreement authorizing performance of the Construction Phase of the Project for a guaranteed maximum price GMAX, as defined in this Agreement. Construction Phase: NIC Upon AOC’s decision to authorize the Construction Phase of this Agreement, Contractor agrees to execute an Amendment to this Agreement in the form of Exhibit H, with all of its exhibits and attachments completed in accordance with the approved Construction Documents and the Master Schedule. Contractor agrees that it shall provide the Construction Services and shall be responsible for the construction of the Project and provision of the Construction Phase Services, in accordance with this Agreement and the terms and conditions of Exhibit H, according to the schedule specified in the Master Schedule. Contractor shall be paid not more than the GMAX price for the provision of the construction and said Services. Payments will be made in accordance with Exhibit B. Contractor agrees that it shall utilize the Subcontractors responsible for the bid / alternates selection that resulted in the GMAX price to perform the Construction work. If the value of the subcontract is greater than one half of one percent of the GMAX, then that Subcontractor shall be a listed subcontractor as required by the Public Contract Code, section 4100 et seq and Exhibit E shall be amended to document as Subcontractors. Contractor shall enter into contracts with the accepted low responsive Subcontractor bidders for each bid package and proceed with the provision of the Construction Phase Services and Construction Work, according to the provisions of the bid packages and Exhibit H. The CM shall conduct a preconstruction conference with the subcontractors, Architect, Inspector of Record, AOC Project Manager and other appropriate persons. Services include preparation of meeting agenda, preparation of construction procedures for clarifications, change orders, shop drawings, progress payments, field testing and inspection, and safety program, and preparation and distribution of preconstruction conference notes. Following each Project status meeting during the Construction Phase , Contractor shall prepare, organize, and distribute in a timely manner, meeting notes and lists of accomplishments and action items for review, comment, and use. Exhibit A of Attachment A Attachment 1 CONTRACT SCHEDULE Preliminary Plan Phase. Schematic Design: Design Development: Start date: March 16, 2007 Start date: July 16, 2007 Completion date: July 6, 2007 Completion date: October 12, 2007 Working Drawings Phase - NIC Estimated start date: November 12, 2007 Estimated completion date of 50% Construction Documents: February 15, 2008 Estimated completion date of 100% Construction Documents: May 5, 2008 Bidding Phase Services: Estimated start date: July 2, 2008 Estimated completion date: November 7, 2008 Construction Phase - NIC Estimated start date of Construction: November 10, 2008 Estimated completion date of Constructions: (No more than 574 Calendar Days for Phases 1 & 2 and 56 Calendar Days for Phase 3, construction of the parking lot). END OF EXHIBIT A Exhibit B of Attachment A PAYMENT PROVISIONS Contract Amount The total Contract Amount under this Agreement will be as set forth on the Agreement Coversheet.

Structural and Mechanical Peer Reviews. Contractor shall retain qualified structural and mechanical engineers, licensed in the State of California and acceptable to the AOC, to conduct reviews and submit reports on the structural and mechanical design documents at 50% and 90% complete Working Drawings, to determine compliance to the accepted engineering practice, and AOC standards. Cost Control Management: Contractor shall prepare, based upon Design Documents prepared by the Architect or Architect/Engineer and identified by the AOC, its own cost estimate of the total construction cost of the Project at several times, as specified in this SOW. Contractor shall compare their cost estimate with the cost estimate independently prepared by the Architect or Architect/Engineer for these same design documents and endeavor to resolve discrepancies in the estimates to the satisfaction of the AOC, and with the goal that both cost estimates are less than or equal to the AOC’s Construction Budget. Contractor shall recommend, if necessary, appropriate modifications of the Design Documents to lower both the Contractor’s and the Architect or Architect/Engineer’s independent estimates to amounts equal to or lower than the Construction Budget. Contractor’s cost estimates shall be provided according to Uniformat standards and as specified below, and arranged in Uniformat format (a building systems organization format). Construction cost estimates shall be developed/updated and submitted as a part of each of the following submittals: Working Drawings; 50% milestone; Uniformat format elemental categories and detailed to Level 4; 90% milestone; Uniformat format elemental categories and detailed to Level 4 and additionally in CSI format. Each cost estimate shall: Reflect the best professional estimate of actual costs anticipated. Establish internal estimating allowances, consistent with good professional practice, appropriate to the phase of development. Larger allowances are assumed held at early phases gradually diminishing to zero at completion of final cost estimate. Adjust reported cost values to contract ENR CCCI value. Do not advance costs to the estimated start of construction, mid-point of construction or to present day values unless otherwise directed by the AOC. Questions regarding the calculation of ENR CCCI values shall be reviewed with the AOC Project Manager. Develop Supplementary Conditions (with AOC and Architect participation and subsequent AOC written approval) that address the Project conditions, modify the General Conditions as appropriate and as agreed upon by the AOC. Authorization to proceed with each succeeding step in the design process is contingent upon the AOC’s written Acceptance of both the Architect or Architect/Engineer’s and Contractor’s independent cost estimates, which when evaluated separately, must both be equal to or less than the Construction Budget. Approvals: Contractor shall monitor all regulatory approvals required during the Working Drawing Phase. Contractor shall provide the Master Schedule for Construction Phases 1 & 2 of the Project, which must, unless modified by a written amendment to this Agreement, and regardless of weather conditions, be completed on or before seven hundred and twenty-eight (728) 410 calendar days from the date of Notice To Proceed with Construction. Phase 3, the construction of the parking lot, will be determined at a later time. The Master Schedule for the Construction Phase of the Project shall be provided to the AOC, and is subject to the AOC’s written approval. Preparation of the Master Schedule for the Construction Phase will take into consideration sufficient time for the AOC to authorize said stage, including any time necessary for the AOC to obtain approval of funding. Upon successful completion of all activities and the successful provision of all deliverables of the Working Drawings Phase specified above, the AOC, the Architect, and the CM shall, in a written and signed document, designate the names, versions, and revision numbers of the final Construction Documents and Master Schedule for the Construction Phase of the Project. Upon the AOC’s written approval of the final Design Documents, the Design Documents are incorporated into and become an integral part of the Construction Documents, and upon approval of the Master Schedule applicable to the Construction Phase, the Contractor is authorized to begin the activities of the Subcontractor Bid Package stage: Subcontractor Bid Package Stage The AOC shall be provided, in writing, with a plan for the division of the construction activities of the Construction Phase work into bid packages. Bid packages shall be logical, inclusive and distinct. Bid packages shall be sufficiently comprehensive to secure competitive bids for provision of all of the Construction Phase work of the Project, as documented in the approved Construction Documents. Each bid package shall include a statement of work specifying all work to be performed by that subcontractor Subcontractor for the portion of the work as shown in the Construction Documents to be solicited, and shall include a schedule or due dates that requires the performance of the work within the timeframe envisioned for such work in the Master Project Schedule for the Construction Phase of the Project. Bid packages shall only solicit fixed price bids or Time and Materials bids with a fixed not-to-exceed amount. Individual packages shall, if the AOC so directs, include a number of additive or deductive alternates acceptable to the AOC. If the bid packages developed include alternates that require the selection and use of particular other alternate(s) in order to ensure the constructability of the Project, the Contractor shall identify them, in writing, to the AOC. Each bid package shall, at a minimum, include any flow down provisions of this Agreement, including but not limited to Article 4 of the General Conditions of the Contract (Document 00700) applicable to the Subcontractor’s performance for the Contractor. If appropriate, the Master Project Schedule will be provided in trade Contractor bid package. The Trade bid package shall include sufficient information regarding the timing of work being bid to ensure that the Project can be constructed within the approved Master Schedule for the Construction Phase of the Work, and shall provide terms and conditions that will inform prospective Subcontractors that they will be bound to performance within such time periods. Contractor may include, in the bid packages, legal terms and conditions standard to the Contractor for the type and duration of the Subcontractor engagements contemplated by this Agreement, however, such terms and conditions shall not be such that they shall be considered onerous and likely to result in higher bid prices. All bid packages shall be provided to the AOC as a single deliverable, and are subject to review by the AOC. Notwithstanding AOC’s review of the bid packages, Contractor warrants the bid packages developed shall conform to the provisions of this Agreement. Any omissions, errors, or ambiguities in the bid packages shall be construed against the Contractor and in favor of the AOC. Bidding of the Project: Upon written approval of the AOC, Contractor shall competitively bid the subcontractor bid packages and shall comply with the applicable state statutes and the General Conditions Of The Contract For Construction (Document 00700) and the Supplementary Conditions as agreed upon by the AOC and Contractor. Contractor shall: Advertise in trade venues acceptable to the AOC and solicit qualifications from a sufficient number of subcontractors for each bid package to ensure at least 3 qualified subcontractors result from this solicitation. Contractor shall prequalify at least three (3) qualified subcontractors for each bid package, and present such evidence of prequalification to the AOC. When the AOC has agreed in writing that at least 3 Qualified Subcontractors for a bid package have been selected, issue said bid package to the prequalified subcontractors. Receive bids for bid packages. Verify completeness of each bid submittal. Verify that the proposer has agreed to be bound by the flow down terms and provisions. Verify that the proposer has agreed to perform with in a period of time that will allow completion of the Project in accordance with the Master Schedule. Provided that the bid complies with all of the above, the bid shall be considered a conforming bid. If insufficient conforming bids are received, Contractor shall repeat steps (i) and (ii) above until three (3) conforming bids have been received. When sufficient conforming bids have been received, the Contractor, under the observation of the AOC and the Architect, shall identify that combination of bids and alternates as the AOC may elect to accept that has lowest cost while ensuring the constructability of the Project. If the combination of bids and AOC-accepted alternates and all direct costs of the Contractor for construction of the Project including General and Supplementary Conditions, Performance and Payment Bonds, Contractor fee for construction, Contractor overhead and profit, and Contractor contingency results in a GMAX that is less than or equal to the Construction Budget plus 10%, the AOC shall have the option to proceed with the Construction Phase of the Project. Contractor shall, upon authorization of the Construction Phase by the AOC, provide the Construction Services. Contractor shall warrant the Subcontractor bid packages against ambiguities, conflicts, or omissions in, and guarantee to the AOC that the total project shall be built for the available construction budget where the aggregate of all trade contractor bids, including any authorized alternatives, shall be less than, but close to, the construction budget as may have been modified by the AOC. If the GMAX exceeds the Construction Budget plus 10%, the AOC shall have the option to terminate this agreement, provide additional funds as required to authorize the Project, or, at the AOC’s option and as an negotiated service, have the Architect/Engineer and Contractor repeat the appropriate and necessary activities of the Working Drawings Phase, with the goal of modifying the Design Documents or period of proposed construction to reduce the total cost of the resultant combination of bids and alternates to less than or equal to the Construction Budget. Contractor shall endeavor to mitigate any time lost due to rebids or due to the time needed for the AOC to obtain any additional funding when revising the Master Schedule for the Construction Phase of the Project. This re-bidding process may, if the resultant combination of bids and alternates having the lowest total cost exceeds the Construction Budget plus 10% be repeated a second time at the discretion of the AOC, and the AOC shall have the same options specified above. If the second re-bid fails to produce a total construction cost less than or equal to the Construction Budget plus 10%, this Agreement may be terminated by the AOC. In the event of termination, Contractor shall be paid in full for all Services provided through the end of the Working Drawing Phase, and neither party shall have any further claims or liability for damages to the other with regard to the Services so provided. Contractor agrees to, upon authorization by the AOC, execute an amendment to this Agreement authorizing performance of the Construction Phase of the Project for a guaranteed maximum price GMAX, as defined in this Agreement. Construction Phase: NIC Upon AOC’s decision to authorize the Construction Phase of this Agreement, Contractor agrees to execute an Amendment to this Agreement in the form of Exhibit H, with all of its exhibits and attachments completed in accordance with the approved Construction Documents and the Master Schedule. Contractor agrees that it shall provide the Construction Services and shall be responsible for the construction of the Project and provision of the Construction Phase Services, in accordance with this Agreement and the terms and conditions of Exhibit H, according to the schedule specified in the Master Schedule. Contractor shall be paid not more than the GMAX price for the provision of the construction and said Services. Payments will be made in accordance with Exhibit B. Contractor agrees that it shall utilize the Subcontractors responsible for the bid / alternates selection that resulted in the GMAX price to perform the Construction work. If the value of the subcontract is greater than one half of one percent of the GMAX, then that Subcontractor shall be a listed subcontractor as required by the Public Contract Code, section 4100 et seq and Exhibit E shall be amended to document as Subcontractors. Contractor shall enter into contracts with the accepted low responsive Subcontractor bidders for each bid package and proceed with the provision of the Construction Phase Services and Construction Work, according to the provisions of the bid packages and Exhibit H. The CM shall conduct a preconstruction conference with the subcontractors, Architect, Inspector of Record, AOC Project Manager and other appropriate persons. Services include preparation of meeting agenda, preparation of construction procedures for clarifications, change orders, shop drawings, progress payments, field testing and inspection, and safety program, and preparation and distribution of preconstruction conference notes. Following each Project status meeting during the Construction Phase , Contractor shall prepare, organize, and distribute in a timely manner, meeting notes and lists of accomplishments and action items for review, comment, and use. Exhibit A of Attachment A Attachment 1 CONTRACT SCHEDULE Preliminary Plan Phase. Start date: ________, ____ Completion date: __________, _____ Working Drawings Phase - NIC Estimated start date: __________, ______ Estimated completion date of 50% Construction Documents: ____________, _____ Estimated completion date of 100% Construction Documents: _____________, ______ Bidding Phase Services: Estimated start date: ___________, ____ Estimated completion date: __________, _____ Construction Phase - NIC Estimated start date of Construction: _________, ______ Estimated completion date of Constructions: (No more than 410 Calendar Days for Phases 1 & 2. Schedule TBD for Phase 3, construction of the parking lot). END OF EXHIBIT A Exhibit B of Attachment A PAYMENT PROVISIONS Contract Amount The total Contract Amount under this Agreement will be as set forth on the Agreement Coversheet.

Structural and Mechanical Peer Reviews. Contractor shall retain qualified structural and mechanical engineers, licensed in the State of California and acceptable to the AOC, to conduct reviews and submit reports on the structural and mechanical design documents at 50% and 90% complete Working Drawings, to determine compliance to the accepted engineering practice, and AOC standards. Cost Control Management: Contractor shall prepare, based upon 100% Design Documents prepared by the Architect or Architect/Engineer and identified by the AOC, its own cost estimate of the total construction cost of the Project at several times, as specified in this SOW. Contractor shall compare their cost estimate with the cost estimate independently prepared by the Architect or Architect/Engineer for these same design documents and endeavor to resolve discrepancies in the estimates to the satisfaction of the AOC, and with the goal that both cost estimates are less than or equal to the AOC’s Construction Budget. Contractor shall recommend, if necessary, appropriate modifications of the Design Documents to lower both the Contractor’s and the Architect or Architect/Engineer’s independent estimates to amounts equal to or lower than the Construction Budget. Contractor’s cost estimates shall be provided according to Uniformat standards and as specified below, and arranged in Uniformat format (a building systems organization format). Construction cost estimates shall be developed/updated and submitted as a part of each of the following submittals: Working Drawings; 50% milestone; Uniformat format elemental categories and detailed to Level 4; 90% milestone; Uniformat format elemental categories and detailed to Level 4 and additionally in CSI format. Each cost estimate shall: Reflect the best professional estimate of actual costs anticipated. Establish internal estimating allowances, consistent with good professional practice, appropriate to the phase of development. Larger allowances are assumed held at early phases gradually diminishing to zero at completion of final cost estimate. Adjust reported cost values to contract ENR CCCI value. Do not advance costs to the estimated start of construction, mid-point of construction or to present day values unless otherwise directed by the AOC. Questions regarding the calculation of ENR CCCI values shall be reviewed with the AOC Project Manager. Develop Supplementary Conditions (with AOC and Architect participation and subsequent AOC written approval) that address the Project conditions, modify the General Conditions as appropriate and as agreed upon by the AOC. Authorization to proceed with each succeeding step in the design process is contingent upon the AOC’s written Acceptance of both the Architect or Architect/Engineer’s and Contractor’s independent cost estimates, which when evaluated separately, must both be equal to or less than the Construction Budget. Approvals: Contractor shall monitor all regulatory approvals required during the Working Drawing Phase. Contractor shall provide the Master Schedule for Construction Phases 1 & 2 of the Project, which must, unless modified by a written amendment to this Agreement, and regardless of weather conditions, be completed on or before seven hundred and twenty-eight (728) calendar days from the date of Notice To Proceed with ConstructionFebruary 12, 2010. The Master Schedule for the Construction Phase of the Project shall be provided to the AOC, and is subject to the AOC’s written approval. Preparation of the Master Schedule for the Construction Phase will take into consideration sufficient time for the AOC to authorize said stage, including any time necessary for the AOC to obtain approval of funding. Upon successful completion of all activities and the successful provision of all deliverables of the Working Drawings Phase specified above, the AOC, the Architect, and the CM shall, in a written and signed document, designate the names, versions, and revision numbers of the final Construction Documents and Master Schedule for the Construction Phase of the Project. Upon the AOC’s written approval of the final Design Documents, the Design Documents are incorporated into and become an integral part of the Construction Documents, and upon approval of the Master Schedule applicable to the Construction Phase, the Contractor is authorized to begin the activities of the Subcontractor Bid Package stage: Subcontractor Bid Package Stage The AOC shall be provided, in writing, with a plan for the division of the construction activities of the Construction Phase work into bid packages. Bid packages shall be logical, inclusive and distinct. Bid packages shall be sufficiently comprehensive to secure competitive bids for provision of all of the Construction Phase work of the Project, as documented in the approved Construction Documents. Each bid package shall include a statement of work specifying all work to be performed by that subcontractor Subcontractor for the portion of the work as shown in the Construction Documents to be solicited, and shall include a schedule or due dates that requires the performance of the work within the timeframe envisioned for such work in the Master Project Schedule for the Construction Phase of the Project. Bid packages shall only solicit fixed price bids or Time and Materials bids with a fixed not-to-exceed amount. Individual packages shall, if the AOC so directs, include a number of additive or deductive alternates acceptable to the AOC. If the bid packages developed include alternates that require the selection and use of particular other alternate(s) in order to ensure the constructability of the Project, the Contractor shall identify them, in writing, to the AOC. Each bid package shall, at a minimum, include any flow down provisions of this Agreement, including but not limited to Article 4 of the General Conditions of the Contract (Document 00700) applicable to the Subcontractor’s performance for the Contractor. If appropriate, the Master Project Schedule will be provided in trade Contractor bid package. The Trade bid package shall include sufficient information regarding the timing of work being bid to ensure that the Project can be constructed within the approved Master Schedule for the Construction Phase of the Work, and shall provide terms and conditions that will inform prospective Subcontractors that they will be bound to performance within such time periods. Contractor may include, in the bid packages, legal terms and conditions standard to the Contractor for the type and duration of the Subcontractor engagements contemplated by this Agreement, however, such terms and conditions shall not be such that they shall be considered onerous and likely to result in higher bid prices. All bid packages shall be provided to the AOC as a single deliverable, and are subject to review by the AOC. Notwithstanding AOC’s review of the bid packages, Contractor warrants the bid packages developed shall conform to the provisions of this Agreement. Any omissions, errors, or ambiguities in the bid packages shall be construed against the Contractor and in favor of the AOC.

Structural and Mechanical Peer Reviews. Contractor shall retain qualified structural and mechanical engineers, licensed in the State of California and acceptable to the AOC, to conduct reviews and submit reports on the structural and mechanical design documents at 50% and 90% complete Working Drawings, to determine compliance to the Building Code, accepted engineering practice, and AOC standards. Cost Control Management: Contractor shall prepare, based upon Design Documents prepared by the Architect or Architect/Engineer and identified by the AOC, its own cost estimate of the total construction cost of the Project at several times, as specified in this SOW. Contractor shall compare their cost estimate with the cost estimate independently prepared by the Architect or Architect/Engineer for these same design documents and endeavor to resolve discrepancies in the estimates to the satisfaction of the AOC, and with the goal that both cost estimates are less than or equal to the AOC’s Construction Budget. Contractor shall recommend, if necessary, appropriate modifications of the Design Documents to lower both the Contractor’s and the Architect or Architect/Engineer’s independent estimates to amounts equal to or lower than the Construction Budget. Contractor’s cost estimates shall be provided according to Uniformat standards and as specified below, and arranged in Uniformat format (a building systems organization format). Construction cost estimates shall be developed/updated and submitted as a part of each of the following submittals: Working Drawings; 50% milestone; Uniformat format elemental categories and detailed to Level 4; 90% milestone; Uniformat format elemental categories and detailed to Level 4 and additionally in CSI format. Each cost estimate shall: Reflect the best professional estimate of actual costs anticipated. Establish internal estimating allowances, consistent with good professional practice, appropriate to the phase of development. Larger allowances are assumed held at early phases gradually diminishing to zero at completion of final cost estimate. Adjust reported cost values to contract ENR CCCI value. Do not advance costs to the estimated start of construction, mid-point of construction or to present day values unless otherwise directed by the AOC. Questions regarding the calculation of ENR CCCI values shall be reviewed with the AOC Project Manager. Develop Supplementary Conditions (with AOC and Architect participation and subsequent AOC written approval) that address the Project conditions, modify the General Conditions as appropriate and as agreed upon by the AOC. Authorization to proceed with each succeeding step in the design process is contingent upon the AOC’s written Acceptance of both the Architect or Architect/Engineer’s and Contractor’s independent cost estimates, which when evaluated separately, must both be equal to or less than the Construction Budget. Approvals: Contractor shall monitor all regulatory approvals required during the Working Drawing Phase. Contractor shall provide the Master Schedule for the Construction Phase of the Project, which must, unless modified by a written amendment to this Agreement, and regardless of weather conditions, be completed on or before seven hundred and twenty-eight (728) 518 calendar days from the date of Notice To Proceed with Construction. The Master Schedule for the Construction Phase of the Project shall be provided to the AOC, and is subject to the AOC’s written approval. Preparation of the Master Schedule for the Construction Phase will take into consideration sufficient time for the AOC to authorize said stage, including any time necessary for the AOC to obtain approval of funding. Upon successful completion of all activities and the successful provision of all deliverables of the Working Drawings Phase specified above, the AOC, the Architect, and the CM shall, in a written and signed document, designate the names, versions, and revision numbers of the final Construction Documents and Master Schedule for the Construction Phase of the Project. Upon the AOC’s written approval of the final Design Documents, the Design Documents are incorporated into and become an integral part of the Construction Documents, and upon approval of the Master Schedule applicable to the Construction Phase, the Contractor is authorized to begin the activities of the Subcontractor Bid Package stage: Subcontractor Bid Package Stage The AOC shall be provided, in writing, with a plan for the division of the construction activities of the Construction Phase work into bid packages. Bid packages shall be logical, inclusive and distinct. Bid packages shall be sufficiently comprehensive to secure competitive bids for provision of all of the Construction Phase work of the Project, as documented in the approved Construction Documents. Each bid package shall include a statement of work specifying all work to be performed by that subcontractor Subcontractor for the portion of the work as shown in the Construction Documents to be solicited, and shall include a schedule or due dates that requires the performance of the work within the timeframe envisioned for such work in the Master Project Schedule for the Construction Phase of the Project. Bid packages shall only solicit fixed price bids or Time and Materials bids with a fixed not-to-exceed amount. Individual packages shall, if the AOC so directs, include a number of additive or deductive alternates acceptable to the AOC. If the bid packages developed include alternates that require the selection and use of particular other alternate(s) in order to ensure the constructability of the Project, the Contractor shall identify them, in writing, to the AOC. Each bid package shall, at a minimum, include any flow down provisions of this Agreement, including but not limited to Article 4 of the General Conditions Of The Contract (Document 00700) applicable to the Subcontractor’s performance for the Contractor. If appropriate, the Master Project Schedule will be provided in trade Contractor bid package. The Trade bid package shall include sufficient information regarding the timing of work being bid to ensure that the Project can be constructed within the approved Master Schedule for the Construction Phase of the Work, and shall provide terms and conditions that will inform prospective Subcontractors that they will be bound to performance within such time periods. Contractor may include, in the bid packages, legal terms and conditions standard to the Contractor for the type and duration of the Subcontractor engagements contemplated by this Agreement, however, such terms and conditions shall not be such that they shall be considered onerous and likely to result in higher bid prices. All bid packages shall be provided to the AOC as a single deliverable, and are subject to review by the AOC. Notwithstanding AOC’s review of the bid packages, Contractor warrants the bid packages developed shall conform to the provisions of this Agreement. Any omissions, errors, or ambiguities in the bid packages shall be construed against the Contractor and in favor of the AOC. Bidding of the Project: Upon written approval of the AOC, Contractor shall competitively bid the subcontractor bid packages and shall comply with the applicable state statutes and the General Conditions Of The Contract For Construction (Document 00700) and the Supplementary Conditions as agreed upon by the AOC and Contractor. Contractor shall: Advertise in trade venues acceptable to the AOC and solicit qualifications from a sufficient number of subcontractors for each bid package to ensure at least 3 qualified subcontractors result from this solicitation. Contractor shall prequalify at least three (3) qualified subcontractors for each bid package, and present such evidence of prequalification to the AOC. When the AOC has agreed in writing that at least 3 Qualified Subcontractors for a bid package have been selected, issue said bid package to the prequalified subcontractors. Receive bids for bid packages. Verify completeness of each bid submittal. Verify that the proposer has agreed to be bound by the flow down terms and provisions. Verify that the proposer has agreed to perform with in a period of time that will allow completion of the Project in accordance with the Master Schedule. Provided that the bid complies with all of the above, the bid shall be considered a conforming bid. If insufficient conforming bids are received, Contractor shall repeat steps (i) and (ii) above until three (3) conforming bids have been received. When sufficient conforming bids have been received, the Contractor, under the observation of the AOC and the Architect, shall identify that combination of bids and alternates as the AOC may elect to accept that has lowest cost while ensuring the constructability of the Project. If the combination of bids and AOC-accepted alternates and all direct costs of the Contractor for construction of the Project including General and Supplementary Conditions, Performance and Payment Bonds, Contractor fee for construction, Contractor overhead and profit, and Contractor contingency results in a GMAX that is less than or equal to the Construction Budget plus 10%, the AOC shall have the option to proceed with the Construction Phase of the Project. Contractor shall, upon authorization of the Construction Phase by the AOC, provide the Construction Services. Contractor shall warrant the Subcontractor bid packages against ambiguities, conflicts, or omissions in, and guarantee to the AOC that the total project shall be built for the available construction budget where the aggregate of all trade contractor bids, including any authorized alternatives, shall be less than, but close to, the construction budget as may have been modified by the AOC. If the GMAX exceeds the Construction Budget plus 10%, the AOC shall have the option to terminate this agreement, provide additional funds as required to authorize the Project, or, at the AOC’s option and at no additional cost, have the Architect/Engineer and Contractor repeat the appropriate and necessary activities of the Working Drawings Phase, with the goal of modifying the Design Documents or period of proposed construction to reduce the total cost of the resultant combination of bids and alternates to less than or equal to the Construction Budget. Contractor shall endeavor to mitigate any time lost due to rebids or due to the time needed for the AOC to obtain any additional funding when revising the Master Schedule for the Construction Phase of the Project. This re-bidding process may, if the resultant combination of bids and alternates having the lowest total cost exceeds the Construction Budget plus 10% be repeated a second time at no additional cost to the AOC, and the AOC shall have the same options specified above. If the second re-bid fails to produce a total construction cost less than or equal to the Construction Budget plus 10%, this Agreement may be terminated by the AOC. In the event of termination, Contractor shall be paid in full for all Services provided through the end of the Working Drawing Phase, and neither party shall have any further claims or liability for damages to the other with regard to the Services so provided. Contractor agrees to, upon authorization by the AOC, execute an amendment to this Agreement authorizing performance of the Construction Phase of the Project for a not-to exceed GMAX including the total Contractor’s Construction Phase fee of XXXXX% (from the Contractor’s Proposal). Said amendment shall incorporate the provisions of the General Conditions Of The Contract For Construction (Document 00700).

Structural and Mechanical Peer Reviews. Contractor shall retain qualified structural and mechanical engineers, licensed in the State of California California, pursuant to the Business and Professions Code Sections 6732 and 6736 and acceptable to the AOC, to conduct reviews and submit reports on the structural and mechanical design documents at 50% and 90% complete Working Drawings, to determine compliance to the accepted engineering practice, and AOC standards. Cost Control Management: Contractor shall prepare, based upon Design Documents prepared by the Architect or Architect/Engineer and identified by the AOC, its own cost estimate of the total construction cost of the Project at several times, as specified in this SOW. Contractor shall compare their cost estimate with the cost estimate independently prepared by the Architect or Architect/Engineer for these same design documents and endeavor to resolve discrepancies in the estimates to the satisfaction of the AOC, and with the goal that both cost estimates are less than or equal to the AOC’s Construction Budget. Contractor shall recommend, if necessary, appropriate modifications of the Design Documents to lower both the Contractor’s and the Architect or Architect/Engineer’s independent estimates to amounts equal to or lower less than the Construction Budget. Contractor’s cost estimates shall be provided according to Uniformat standards and as specified below, and arranged in Uniformat format (a building systems organization format). Construction cost estimates shall be developed/updated and submitted as a part of each of the following submittals: Working Drawings; 50% milestone; Uniformat format elemental categories and detailed to Level 4; 90% milestone; Uniformat format elemental categories and detailed to Level 4 and additionally in CSI format. Each cost estimate shall: Reflect the best professional estimate of actual costs anticipated. Establish internal estimating allowances, consistent with good professional practice, appropriate to the phase of development. Larger allowances are assumed held at early phases gradually diminishing to zero at completion of final cost estimate. Adjust reported cost values to contract ENR CCCI value. Do not advance costs to the estimated start of construction, mid-point of construction or to present day values unless otherwise directed by the AOC. Questions regarding the calculation of ENR CCCI values shall be reviewed with the AOC Project Manager. Develop Supplementary Conditions (with AOC and Architect participation and subsequent AOC written approval) that address the Project conditions, modify the General Conditions as appropriate and as agreed upon by the AOC. Authorization to proceed with each succeeding step in the design process is contingent upon the AOC’s written Acceptance of both the Architect or Architect/Engineer’s and Contractor’s independent cost estimates, which when evaluated separately, must both be equal to or less than the Construction Budget. Approvals: Contractor shall monitor all regulatory approvals required during the Working Drawing Phase. Contractor shall provide the Master Schedule for the Construction Phase of the Project, which must, unless modified by a written amendment to this Agreement, and regardless of weather conditions, be completed on or before seven hundred and twenty-eight (728) 730 calendar days from the date of Notice To Proceed with Construction. The Master Schedule for the Construction Phase of the Project shall be provided to the AOC, and is subject to the AOC’s written approval. Preparation of the Master Schedule for the Construction Phase will take into consideration sufficient time for the AOC to authorize said stage, including any time necessary for the AOC to obtain approval of funding. Upon successful completion of all activities and the successful provision of all deliverables of the Working Drawings Phase specified above, the AOC, the Architect, and the CM shall, in a written and signed document, designate the names, versions, and revision numbers of the final Construction Documents and Master Schedule for the Construction Phase of the Project. Upon the AOC’s written approval of the final Design Documents, the Design Documents are incorporated into and become an integral part of the Construction Documents, and upon approval of the Master Schedule applicable to the Construction Phase, the Contractor is authorized to begin the activities of the Subcontractor Bid Package stage: Subcontractor Bid Package Stage The AOC shall be provided, in writing, with a plan for the division of the construction activities of the Construction Phase work into bid packages. Bid packages shall be logical, inclusive and distinct. Bid packages shall be sufficiently comprehensive to secure competitive bids for provision of all of the Construction Phase work of the Project, as documented in the approved Construction Documents. Each bid package shall include a statement of work specifying all work to be performed by that subcontractor Subcontractor for the portion of the work as shown in the Construction Documents to be solicited, and shall include a schedule or due dates that requires the performance of the work within the timeframe envisioned for such work in the Master Project Schedule for the Construction Phase of the Project. Bid packages shall only solicit fixed price bids or Time and Materials bids with a fixed not-to-exceed amount. Individual packages shall, if the AOC so directs, include a number of additive or deductive alternates acceptable to the AOC. If the bid packages developed include alternates that require the selection and use of particular other alternate(s) in order to ensure the constructability of the Project, the Contractor shall identify them, in writing, to the AOC. Each bid package shall, at a minimum, include any flow down provisions of this Agreement, including but not limited to Article 4 of the General Conditions Of The Contract (Document 00 70 00) applicable to the Subcontractor’s performance for the Contractor. If appropriate, the Master Project Schedule will be provided in trade Contractor bid package. The Trade bid package shall include sufficient information regarding the timing of work being bid to ensure that the Project can be constructed within the approved Master Schedule for the Construction Phase of the Work, and shall provide terms and conditions that will inform prospective Subcontractors that they will be bound to performance within such time periods. Contractor may include, in the bid packages, legal terms and conditions standard to the Contractor for the type and duration of the Subcontractor engagements contemplated by this Agreement, however, such terms and conditions shall not be such that they shall be considered onerous and likely to result in higher bid prices. All bid packages shall be provided to the AOC as a single deliverable, and are subject to review by the AOC. Notwithstanding AOC’s review of the bid packages, Contractor warrants the bid packages developed shall conform to the provisions of this Agreement. Any omissions, errors, or ambiguities in the bid packages shall be construed against the Contractor and in favor of the AOC. Bidding of the Project: Upon written approval of the AOC, Contractor shall competitively bid the subcontractor bid packages and shall comply with the applicable state statutes and the General Conditions Of The Contract For Construction (Document 00 70 00) and the Supplementary Conditions as agreed upon by the AOC and Contractor. Contractor shall: Advertise in trade venues acceptable to the AOC and solicit qualifications from a sufficient number of subcontractors for each bid package to ensure at least 3 qualified subcontractors result from this solicitation. Contractor shall prequalify at least three (3) qualified subcontractors for each bid package, and present such evidence of prequalification to the AOC. When the AOC has agreed in writing that at least 3 Qualified Subcontractors for a bid package have been selected, issue said bid package to the prequalified subcontractors. Receive bids for bid packages. Verify completeness of each bid submittal. Verify that the proposer has agreed to be bound by the flow down terms and provisions. Verify that the proposer has agreed to perform with in a period of time that will allow completion of the Project in accordance with the Master Schedule. Provided that the bid complies with all of the above, the bid shall be considered a conforming bid. If insufficient conforming bids are received, Contractor shall repeat steps (i) and (ii) above until three (3) conforming bids have been received. When sufficient conforming bids have been received, the Contractor, under the observation of the AOC and the Architect, shall identify that combination of bids and alternates as the AOC may elect to accept that has lowest cost while ensuring the constructability of the Project. If the combination of bids and AOC-accepted alternates and all direct costs of the Contractor for construction of the Project including General and Supplementary Conditions, Performance and Payment Bonds, Contractor fee for construction, Contractor overhead and profit, and Contractor contingency results in a GMAX that is less than or equal to the Construction Budget plus 10%, the AOC shall have the option to proceed with the Construction Phase of the Project. Contractor shall, upon authorization of the Construction Phase by the AOC, provide the Construction Services. Contractor shall warrant the Subcontractor bid packages against ambiguities, conflicts, or omissions in, and guarantee to the AOC that the total project shall be built for the available construction budget where the aggregate of all trade contractor bids, including any authorized alternatives, shall be less than, but close to, the construction budget as may have been modified by the AOC. If the GMAX exceeds the Construction Budget plus 10%, the AOC shall have the option to terminate this agreement, provide additional funds as required to authorize the Project, or, at the AOC’s option and at no additional cost, have the Architect/Engineer and Contractor repeat the appropriate and necessary activities of the Working Drawings Phase, with the goal of modifying the Design Documents or period of proposed construction to reduce the total cost of the resultant combination of bids and alternates to less than or equal to the Construction Budget. Contractor shall endeavor to mitigate any time lost due to rebids or due to the time needed for the AOC to obtain any additional funding when revising the Master Schedule for the Construction Phase of the Project. This re-bidding process may, if the resultant combination of bids and alternates having the lowest total cost exceeds the Construction Budget plus 10% be repeated a second time at no additional cost to the AOC, and the AOC shall have the same options specified above. If the second re-bid fails to produce a total construction cost less than or equal to the Construction Budget plus 10%, this Agreement may be terminated by the AOC. In the event of termination, Contractor shall be paid in full for all Services provided through the end of the Working Drawing Phase, and neither party shall have any further claims or liability for damages to the other with regard to the Services so provided. Contractor agrees to, upon authorization by the AOC, execute an amendment to this Agreement authorizing performance of the Construction Phase of the Project for a guaranteed maximum price GMAX, as defined in this Agreement. Construction Phase: - NIC Upon AOC’s decision to authorize the Construction Phase of this Agreement, Contractor agrees to execute an Amendment to this Agreement in the form of Exhibit H, with all of its exhibits and attachments completed in accordance with the approved Construction Documents and the Master Schedule. Contractor agrees that it shall provide the Construction Services and shall be responsible for the construction of the Project and provision of the Construction Phase Services, in accordance with this Agreement and the terms and conditions of Exhibit H, according to the schedule specified in the Master Schedule. Contractor shall be paid not more than the GMAX price for the provision of the construction and said Services. Payments will be made in accordance with provisions of Exhibit B. Contractor agrees that it shall utilize the Subcontractors responsible for the bid / alternates selection that resulted in the GMAX price to perform the Construction work. If the value of the subcontract is greater than one half of one percent of the GMAX, then that Subcontractor shall be a listed subcontractor as required by the Public Contract Code, section 4100 et seq and Exhibit E shall be amended to document as Subcontractors. Contractor shall enter into contracts with the accepted low responsive Subcontractor bidders for each bid package and proceed with the provision of the Construction Phase Services and Construction Work, according to the provisions of the bid packages and Exhibit H. The CM shall conduct a preconstruction conference with the subcontractors, Architect, Inspector of Record, AOC Project Manager and other appropriate persons. Services include preparation of meeting agenda, preparation of construction procedures for clarifications, change orders, shop drawings, progress payments, field testing and inspection, and safety program, and preparation and distribution of preconstruction conference notes. Following each Project status meeting during the Construction Phase , Contractor shall prepare, organize, and distribute in a timely manner, meeting notes and lists of accomplishments and action items for review, comment, and use. Exhibit A Attachment 1 Contract Schedule Preliminary Plan Phase. NIC Start date: Completion date: Working Drawings Phase - Estimated start date: In Progress Estimated completion date of 50% Construction Documents: 26 March 2007 Estimated completion date of 100% Construction Documents: 15 June 2007 Bidding Phase Services: Estimated start date: 1 May 2007 Estimated completion date: Construction Phase - NIC Estimated start date of Construction: 2 July 2007 Estimated completion date of Constructions: (No more than 730 Calendar Days) END OF EXHIBIT A Exhibit B PAYMENT PROVISIONS Contract Amount The total Contract Amount under this Agreement will be as set forth on the Agreement Coversheet.

Structural and Mechanical Peer Reviews. Contractor shall retain qualified structural and mechanical engineers, licensed in the State of California and acceptable to the AOC, to conduct reviews and submit reports on the structural and mechanical design documents at 50% 50 percent and 90% 90 percent complete Working Drawings, to determine compliance to the accepted engineering practice, and AOC standards. Cost Control Management: Contractor shall prepare, based upon 100 percent Design Documents prepared by the Architect or Architect/Engineer and identified by the AOC, its own cost estimate of the total construction cost of the Project at several times, as specified in this SOW. Contractor shall compare their cost estimate with the cost estimate independently prepared by the Architect or Architect/Engineer for these same design documents and endeavor to resolve discrepancies in the estimates to the satisfaction of the AOC, and with the goal that both cost estimates are less than or equal to the AOC’s Construction Budget. Contractor shall recommend, if necessary, appropriate modifications of the Design Documents to lower both the Contractor’s and the Architect or Architect/Engineer’s independent estimates to amounts equal to or lower than the Construction Budget. Contractor’s cost estimates shall be provided according to Uniformat standards and as specified below, and arranged in Uniformat format (a building systems organization format). Construction cost estimates shall be developed/updated and submitted as a part of each of the following submittals: Working Drawings; 50% 50 percent milestone; Uniformat format elemental categories and detailed to Level 4; 90% 90 percent milestone; Uniformat format elemental categories and detailed to Level 4 and additionally in CSI format. Each cost estimate shall: Reflect the best professional estimate of actual costs anticipated. Establish internal estimating allowances, consistent with good professional practice, appropriate to the phase of development. Larger allowances are assumed held at early phases gradually diminishing to zero at completion of final cost estimate. Adjust reported cost values to contract ENR CCCI value. Do not advance costs to the estimated start of construction, mid-point of construction or to present day values unless otherwise directed by the AOC. Questions regarding the calculation of ENR CCCI values shall be reviewed with the AOC Project Manager. Develop Supplementary Conditions (with AOC and Architect participation and subsequent AOC written approval) that address the Project conditions, modify the General Conditions as appropriate and as agreed upon by the AOC. Authorization to proceed with each succeeding step in the design process is contingent upon the AOC’s written Acceptance of both the Architect or Architect/Engineer’s and Contractor’s independent cost estimates, which when evaluated separately, must both be equal to or less than the Construction Budget. Approvals: Contractor shall monitor all regulatory approvals required during the Working Drawing Phase. Contractor shall provide the Master Schedule for Construction of the Project, which must, unless modified by a written amendment to this Agreement, and regardless of weather conditions, be completed on or before seven hundred and twenty-eight (728) calendar days from the date of Notice To Proceed with Construction. The Master Schedule for the Construction Phase of the Project shall be provided to the AOC, and is subject to the AOC’s written approval. Preparation of the Master Schedule for the Construction Phase will take into consideration sufficient time for the AOC to authorize said stage, including any time necessary for the AOC to obtain approval of funding. Upon successful completion of all activities and the successful provision of all deliverables of the Working Drawings Phase specified above, the AOC, the Architect, and the CM shall, in a written and signed document, designate the names, versions, and revision numbers of the final Construction Documents and Master Schedule for the Construction Phase of the Project. Upon the AOC’s written approval of the final Design Documents, the Design Documents are incorporated into and become an integral part of the Construction Documents, and upon approval of the Master Schedule applicable to the Construction Phase, the Contractor is authorized to begin the activities of the Subcontractor Bid Package stage: Subcontractor Bid Package Stage The AOC shall be provided, in writing, with a plan for the division of the construction activities of the Construction Phase work into bid packages. Bid packages shall be logical, inclusive and distinct. Bid packages shall be sufficiently comprehensive to secure competitive bids for provision of all of the Construction Phase work of the Project, as documented in the approved Construction Documents. Each bid package shall include a statement of work specifying all work to be performed by that subcontractor Subcontractor for the portion of the work as shown in the Construction Documents to be solicited, and shall include a schedule or due dates that requires the performance of the work within the timeframe envisioned for such work in the Master Project Schedule for the Construction Phase of the Project. Bid packages shall only solicit fixed price bids or Time and Materials bids with a fixed not-to-exceed amount. Individual packages shall, if the AOC so directs, include a number of additive or deductive alternates acceptable to the AOC. If the bid packages developed include alternates that require the selection and use of particular other alternate(s) in order to ensure the constructability of the Project, the Contractor shall identify them, in writing, to the AOC. Each bid package shall, at a minimum, include any flow down provisions of this Agreement, including but not limited to Article 4 of the General Conditions of the Contract (Document 00700) applicable to the Subcontractor’s performance for the Contractor. If appropriate, the Master Project Schedule will be provided in trade Contractor bid package. The Trade bid package shall include sufficient information regarding the timing of work being bid to ensure that the Project can be constructed within the approved Master Schedule for the Construction Phase of the Work, and shall provide terms and conditions that will inform prospective Subcontractors that they will be bound to performance within such time periods. Contractor may include, in the bid packages, legal terms and conditions standard to the Contractor for the type and duration of the Subcontractor engagements contemplated by this Agreement, however, such terms and conditions shall not be such that they shall be considered onerous and likely to result in higher bid prices. All bid packages shall be provided to the AOC as a single deliverable, and are subject to review by the AOC. Notwithstanding AOC’s review of the bid packages, Contractor warrants the bid packages developed shall conform to the provisions of this Agreement. Any omissions, errors, or ambiguities in the bid packages shall be construed against the Contractor and in favor of the AOC.

Structural and Mechanical Peer Reviews. Contractor shall retain qualified structural and mechanical engineers, licensed in the State of California and acceptable to the AOC, to conduct reviews and submit reports on the structural and mechanical design documents at 50% and 90% complete Working Drawings, to determine compliance to the accepted engineering practice, and AOC standards. Cost Control Management: Contractor shall prepare, based upon Design Documents prepared by the Architect or Engineer and identified by the AOC, its own cost estimate of the total construction cost of the Project at several times, as specified in this SOW. Contractor shall compare their cost estimate with the cost estimate independently prepared by the Architect or Engineer for these same design documents and endeavor to resolve discrepancies in the estimates to the satisfaction of the AOC, and with the goal that both cost estimates are less than or equal to the AOC’s Construction Budget. Contractor shall recommend, if necessary, appropriate modifications of the Design Documents to lower both the Contractor’s and the Architect or Engineer’s independent estimates to amounts equal to or lower than the Construction Budget. Contractor’s cost estimates shall be provided according to Uniformat standards and as specified below, and arranged in Uniformat format (a building systems organization format). Construction cost estimates shall be developed/updated and submitted as a part of each of the following submittals: Working Drawings; 50% milestone; Uniformat format elemental categories and detailed to Level 4; 90% milestone; Uniformat format elemental categories and detailed to Level 4 and additionally in CSI format. Each cost estimate shall: Reflect the best professional estimate of actual costs anticipated. Establish internal estimating allowances, consistent with good professional practice, appropriate to the phase of development. Larger allowances are assumed held at early phases gradually diminishing to zero at completion of final cost estimate. Adjust reported cost values to contract ENR CCCI value. Do not advance costs to the estimated start of construction, mid-point of construction or to present day values unless otherwise directed by the AOC. Questions regarding the calculation of ENR CCCI values shall be reviewed with the AOC Project Manager. Develop Supplementary Conditions (with AOC and Architect participation and subsequent AOC written approval) that address the Project conditions, modify the General Conditions as appropriate and as agreed upon by the AOC. Authorization to proceed with each succeeding step in the design process is contingent upon the AOC’s written Acceptance of both the Architect or Engineer’s and Contractor’s independent cost estimates, which when evaluated separately, must both be equal to or less than the Construction Budget. Approvals: Contractor shall monitor all regulatory approvals required during the Working Drawing Phase. Contractor shall provide the Master Schedule for Construction of the Project, which must, unless modified by a written amendment to this Agreement, and regardless of weather conditions, be completed on or before seven four hundred and twenty-eight ninety (728490) calendar days from the date of Notice To Proceed with Construction. The Master Schedule for the Construction Phase of the Project shall be provided to the AOC, and is subject to the AOC’s written approval. Preparation of the Master Schedule for the Construction Phase will take into consideration sufficient time for the AOC to authorize said stage, including any time necessary for the AOC to obtain approval of funding. Upon successful completion of all activities and the successful provision of all deliverables of the Working Drawings Phase specified above, the AOC, the Architect, and the CM shall, in a written and signed document, designate the names, versions, and revision numbers of the final Construction Documents and Master Schedule for the Construction Phase of the Project. Upon the AOC’s written approval of the final Design Documents, the Design Documents are incorporated into and become an integral part of the Construction Documents, and upon approval of the Master Schedule applicable to the Construction Phase, the Contractor is authorized to begin the activities of the Subcontractor Bid Package stage: Subcontractor Bid Package Stage The AOC shall be provided, in writing, with a plan for the division of the construction activities of the Construction Phase work into bid packages. Bid packages shall be logical, inclusive and distinct. Bid packages shall be sufficiently comprehensive to secure competitive bids for provision of all of the Construction Phase work of the Project, as documented in the approved Construction Documents. Each bid package shall include a statement of work specifying all work to be performed by that subcontractor for the portion of the work as shown in the Construction Documents to be solicited, and shall include a schedule or due dates that requires the performance of the work within the timeframe envisioned for such work in the Master Project Schedule for the Construction Phase of the Project. Bid packages shall only solicit fixed price bids or Time and Materials bids with a fixed not-to-exceed amount. Individual packages shall, if the AOC so directs, include a number of additive or deductive alternates acceptable to the AOC. If the bid packages developed include alternates that require the selection and use of particular other alternate(s) in order to ensure the constructability of the Project, the Contractor shall identify them, in writing, to the AOC.