Bid Notice.pdf

Santa Clara Valley Transportation Authority Table of Contents – Contract

Construction/Maintenance Rev. (XX/XX/25) Page 1

Contract C26102

CERONE SECURITY

ENHANCEMENTS

Construction Contract

Volume 1-1

Form of Contract

Issue for Bid

August 17, 2026

Docusign Envelope ID: 0660A397-D3CC-81BF-8148-C2BE590AE295

Santa Clara Valley Transportation Authority Contract Form

Construction/Maintenance Contract Rev. (1/28/2026)

This Construction Contract consists of:

CONTRACT FORM Executed by VTA and the

Contractor

EXHIBITS: Incorporated as part of the

Contract

Not separately executed Conditions

Exhibit 1 - Definitions, Interpretation, and Acronyms

Exhibit 2 - Special Conditions

Exhibit 3 - General Conditions

Prescribed Requirements

Exhibit 4 – Required Regulatory Clauses

Exhibit 5 – RESERVED

Exhibit 6 - Business Development Program

Exhibit 7 – RESERVED

Bonding and Insurance

Exhibit 8 – Form of Bonds

Exhibit 9 – Insurance Requirements

Compensation and Payment

Exhibit 10 – Compensation and Payment – Bid Form 1B and

Special Conditions

Scope and Requirements for the Work

Exhibit 11 – Technical Specifications

Exhibit 12 – Subcontracting

Exhibit 13 – Intellectual Property

Exhibit 14 – Contract Data Requirements and Technical Submittals

Exhibit 15 - Contractor Safety and Security Requirements

Exhibit 16 - Quality Assurance and Quality Control Requirements

Exhibit 17 – Covered Contractor Information Systems Clauses

Exhibit 18 - Schedule and Liquidated Damages for Delay

Exhibit 19 – VTA Substitution for Caltrans Specifications

Exhibit 20 – Regulatory Permit Applications

Exhibit 21 – Environmental Requirements

Contractor Commitments

Exhibit 22 – Contractor Commitments (including Bid Forms)

TABLE OF CONTENTS

CONTRACT FORM: CONSTRUCTION CONTRACT

Exhibit 1 – DEFINITIONS, INTERPRETATION and ACRONYMS

Exhibit 2 - SPECIAL CONDITIONS

Exhibit 3 - GENERAL CONDITIONS

Exhibit 4 - REQUIRED REGULATORY CLAUSES

Exhibit 5 - WAGE DETERMINATION / RESERVED

Exhibit 6 - BUSINESS DEVELOPMENT PROGRAM

Exhibit 7 - PROJECT LABOR AGREEMENT / RESERVED

Exhibit 8 - FORM OF BONDS / RESERVED

Exhibit 9 - INSURANCE REQUIREMENTS

Exhibit 10 - COMPENSATION AND PAYMENT – BID FORM 1B AND SPECIAL CONDITIONS

Exhibit 11 - TECHNICAL SPECIFICATIONS

Exhibit 12 - SUBCONTRACTING

Exhibit 13 - INTELLECTUAL PROPERTY

Exhibit 14 - CONTRACT DATA REQUIREMENTS AND TECHNICAL SUBMITTALS

Exhibit 15 - CONTRACTOR SAFETY AND SECURITY REQUIREMENTS

Exhibit 16 - QUALITY ASSURANCE AND QUALITY CONTROL REQUIREMENTS

Exhibit 17 - COVERED CONTRACTOR INFORMATION SYSTEMS CLAUSES

Exhibit 18 - SCHEDULE AND LIQUIDATED DAMAGES FOR DELAY

Exhibit 19 - VTA SUBSTITUTION FOR CALTRANS SPECIFICATIONS

Exhibit 20 - REGULATORY PERMIT APPLICATIONS

Exhibit 21 – ENVIRONMENTAL REQUIREMENTS / RESERVED

Exhibit 22 - CONTRACTOR COMMITMENTS

CONTRACT FORM: CONSTRUCTION CONTRACT

THIS CONTRACT for construction services ("Contract") is entered into as of the last date of signature below

("Effective Date") between Santa Clara Valley Transportation Authority, a California special district ("VTA") and

ContractorLegalName, a entity's state and legal entity type ("Contractor"), referred to jointly as the "Parties" and individually as a "Party".

In consideration of the mutual covenants of the Parties as set out below, VTA and the Contractor hereby agree as follows:

1. Definitions and Interpretation

(a) Unless the context otherwise requires, capitalized terms and acronyms used in this Contract have the meanings given in Exhibit 1 (Definitions, Interpretation and Acronyms).

(b) Unless the context otherwise requires, the terms of this Contract will be interpreted in accordance with Part B of Exhibit 1 (Definitions, Interpretation and Acronyms).

2. Scope of Work

(a) The Contractor must perform the Work as described in this Contract in a satisfactory and workmanlike manner and in accordance with the provisions of this Contract and Exhibit 11

(Technical Specifications).

(b) To the extent the Scope of Work includes the delivery of materials, all materials must be "FOB

Destination", prepaid and allowed, at no additional cost to VTA unless specified otherwise in the

Scope of Work. For the purposes of this Section 2, "Destination" is defined as the VTA locations as specified in the Scope of Work or on the individual purchase orders associated with this Contract.

3. Compensation

(a) In consideration of the Contractor's complete and satisfactory performance of the Work under this

Contract, VTA will pay the Contractor a Total Contract Price of $insert Total Contract price, as this amount may be adjusted in accordance with this Contract.

(b) All costs for Work and all costs for conforming with the requirements under this Contract, whether or not included in the Schedule of Quantities and Prices (see Bid Form 1B), are included in the

Total Contract Price.

4. Contract Components and Order of Precedence

(a) The term "Contract" includes the sections, attachments, and Exhibits listed in Section 4(c) (Contract

Components and Order of Precedence), in each case as may be amended or supplemented from time to time in accordance with the terms of this Contract.

(b) The sections, attachments, and Exhibits comprising this Contract are essential parts of the Contract between the Parties and are intended to be complementary and to describe and provide for the entirety of the Work.

(c) Except as otherwise expressly provided in this Section 4, if there is any conflict, ambiguity, or inconsistency between the terms of this Contract, the order of precedence will be as follows, from highest (commencing with paragraph 4(c)i) to lowest (ending with paragraph 4(c)viii):

i. Exhibit 4 (Required Regulatory Clauses);

ii. this Contract Form and Exhibit 1 (Definitions, Interpretation and Acronyms);

iii. Exhibit 2 (Special Conditions); Exhibit 10 (Compensation and Payment - Bid Form 1B and

Special Conditions); Exhibit 13 (Intellectual Property); and Part B (Time for Performance ) of Exhibit 18 (Schedule and Liquidated Damages for Delay);

iv. Exhibit 3 (General Conditions);

v. Exhibit 6 (Business Development Program); Exhibit 8 (Form of Bonds); Exhibit 9

(Insurance Requirements); and Exhibit 12 (Subcontracting);

vi. Exhibit 11 (Technical Specifications) (excluding Attachment A (Contract

Drawings/Plans)); Exhibit 14 (Contract Data Requirements and Technical Submittals) to

Exhibit 17 (Covered Contractor Information Systems Clauses); Exhibit 18 (Schedule and

Liquidated Damages for Delay) (excluding Part B (Time for Performance ); and to Exhibit

21 (Environmental Requirements); and

vii. Attachment A (Contract Drawings/Plans) of Exhibit 11 (Technical Specifications); and

viii. Exhibit 22 (Contractor Commitments).

(d) If there is any conflict, ambiguity, or inconsistency between any of the provisions in this Contract having the same order of precedence (including all Exhibits), the more stringent requirement will prevail.

(e) A Modification to this Contract will take precedence over the term it amends and with respect to the other terms of this Contract, will take its precedence from the term it amends in accordance with this Section 4.

(f) Additional or supplemental details or requirements in a provision of this Contract with lower priority will be given effect, except to the extent that they irreconcilably conflict with any provision of this

Contract with higher priority.

(g) In the event of any discrepancy between any drawing and the dimensions written on such drawing, the dimensions will be taken as correct.

(h) If the Contractor Commitments include statements, provisions, or concepts that can reasonably be interpreted as offering to:

i. provide higher quality Goods or materials than otherwise required by this Contract; or

ii. perform services or meet standards in addition to or better than otherwise required by this

Contract, the Contractor's obligations under this Contract include compliance with all such statements, provisions, and concepts of those Contractor Commitments.

(i) This Section 4 will not apply to provisions in this Contract that:

i. are erroneous;

ii. create an imminent possibility of serious injury to workers or the public or of serious damage to property or the environment;

iii. affect the safe movement of trains; or

iv. are inconsistent with Applicable Law.

(j) The Contractor will use reasonable efforts to notify VTA of any such provisions. Such notice must include a request for VTA approval of changes to the provision that the Contractor believes are necessary to render it correct, safe and consistent with Applicable Law. If the Contractor commences or continues any Work affected by the change after the need for the change was known, or should have been known through the exercise of reasonable care, the Contractor will bear any additional costs and time associated with redoing the Work already performed.

Exhibits 5, 7 and 19 are RESERVED

5. Term; Effective Date; Notice to Proceed; Time for Performance

(a) Term. This Contract (and all of the rights and obligations under this Contract) will come into effect on the Effective Date and, subject to GC-1.31 (Survival), continue until: (i) VTA accepts that all the

Work has been fully and satisfactorily completed in accordance with this Contract and records a

Notice of Completion and there are no outstanding claims, liens or stop-payment notices; or (ii) if earlier, the date of termination of this Contract (the "Term").

(b) Effective Date. The Effective Date of the Contract is the date of the last signature on the Contract, and the first day of the Time for Performance.

(c) Notice to Proceed. The Notice to Proceed (NTP), as defined (see Exhibit 1, Definitions, Interpretation and Acronyms), will be issued only upon the Contractor's submittal of:

i. certification of scheduling capability in accordance with Exhibit 18 (Schedule and

Liquidated Damages for Delay);

ii. submittal of a Preliminary Schedule in accordance with Exhibit 18 (Schedule and

Liquidated Damages for Delay);

iii. approved Schedule of Values in accordance with GC-10.28.4(a) (Schedule of Values) of the General Conditions;

iv. Erosion and Sediment Control Action Plan Element (ESCAPE),

v. If VTA’s Project Labor Agreement (PLA) applies, a signed Agreement to be Bound (see

Exhibit 7, Attachment 1), completed Targeted Hire Forms (see Exhibit 7, Attachment 2), and a completed Union Work Assignment Matrix (see Exhibit 7, Attachment 3).

vi. approved Injury Illness Prevention Program (see Exhibit 15);

vii. approved Site-Specific Safety Plan (SSSP) (see Exhibit 15);

viii. approved Site-Specific Health and Safety Plan (SSHSP) (see Exhibit 15);

ix. approved Emergency Action Plans (see Exhibit 15);

x. Other documents and information listed in VTA’s preconstruction letter(s) sent to the

Contractor before and/or after the preconstruction meeting (“preconstruction letter”).

The Contractor must deliver the Section 5(c)(i)-(ix) Required Submittals by the times set out in

Exhibit 14. Documents and information requested in the preconstruction letter (required under

Contract Form Section 5(c)(x)) must be submitted in accordance with the instructions in the letter.

Contractor’s failure to timely perform its obligations under this Section 5(c), thereby delaying

VTA's issuance of the Notice to Proceed, will result in the Time for Performance to be reduced on a day for day basis for each day the Contractor fails to complete its obligations under this Section

5(c). The Contractor must neither enter nor occupy VTA property or Project right-of-way/Worksite, nor commence mobilization, or commence any materials fabrication prior to receiving the Notice to Proceed.

(d) Time for Performance.

The Time for Performance under this Contract is:

Effective Date + One Hundred and Eighty (180) calendar days until Final Acceptance

(d) As set out in the Special Conditions, and Exhibit 18 (Schedule and Liquidated Damages); liquidated damages will be assessed in the event that Work is not completed in accordance with the requirements set out in this Contract. (See SC-3.2 (for nonpublic works); SC 10.22 and Exhibit 18

(for public works)).

6. Business Development Program Requirements

(a) The Contractor shall achieve its SBE commitment for the Services of: 18.12 (%) of the Total

Contract Price (the "SBE Commitment").

(b) Achievement of the SBE Commitment will be measured by the total amount paid for Services completed by firms identified as SBEs.

(c) The Contractor must comply with the requirements of Exhibit 6 (Business Development Program).

7. Insurance

The Contractor must comply with Exhibit 9 (Insurance Requirements).

8. Authorized Representatives and Single Points of Contact

(a) In accordance with GC-1.1.1 (Contractor Authorized Representative and Single Point of Contact) and GC-1.1.3 (Initial Designation, Changes, and Delegations) of the General Conditions, the

Contractor's Authorized Representative and Single Point of Contact are identified below.

Contractor Authorized Representative:

Name/Title:

Company Name:

Address:

City/State/Zip:

Telephone

Email:

Authorized Alternate Name, Telephone, Email:

Contractor Single Point of Contact:

Name/Title:

Company Name:

Address:

City/State/Zip:

Telephone

Email:

Authorized Alternate Name, Telephone, Email:

(b) In accordance with GC-1.1.2 (VTA Authorized Representative and Single Point of Contact) and

GC-1.1.3 (Initial Designation, Changes, and Delegations) of the General Conditions, VTA's

Authorized Representative and Single Point of Contact are identified below.

VTA Authorized Representative:

Name/Title: Nicole Chapman, Chief Procurement Officer*

Company Name: Santa Clara Valley Transportation Authority

Address: 3331 North First Street

City/State/Zip: San Jose, CA 95134

Email: Procurement@vta.org, Attn: Chief Procurement Officer

*except as otherwise indicated in GC-1.1.2 (VTA Authorized Representative and Single Point of Contact)

Authorized Alternate Name, Telephone, Email:

VTA Single Point of Contact:

Name/Title:

Company Name: Santa Clara Valley Transportation Authority

Address: 3331 North First Street

City/State/Zip: San Jose, CA 95134

Telephone:

Email:

Authorized Alternate Name, Telephone, Email:

9. Entire Contract

This Contract (including all Exhibits and all documents incorporated into this Contract by inclusion or by reference) constitutes the entire agreement between VTA and Contractor respecting the subject matter of this

Contract and supersedes all other agreements, understandings and communications, oral or written, between the Parties with respect to the subject matter of this Contract.

10. Responsible Conduct

The Contractor must comply with VTA Procurement Standard of Conduct, VTA’s Code of Ethics as set forth in Article VII of the VTA Administrative Code, as amended, and comport their conduct in accordance with

Sec. 9-28 of the VTA Administrative Code, which provides that “contractors… shall at all times deal in good faith and truthfully with VTA, and that they shall submit documentation to VTA, including reports, claims, requests for Change Orders, equitable adjustments, Contract modifications, or requests of any kind seeking increased compensation or decreases of an obligation on a VTA Contract, only in good faith, and upon an honest evaluation of the underlying circumstances and an honest calculation of any amount being sought.”

A violation of this standard of conduct will subject the Contractor to being deemed "non-responsible" pursuant to SCVTA Administrative Code, Chapter 9, Article III and potentially ineligible for future contracts with VTA, regardless of whether VTA relied on or responded to the submission. By entering into this

Agreement, the Contractor certifies that they and their assigned staff have reviewed and understand VTA’s

Code of Ethics’ standards and their standard of conduct will comport to its requirements.

11. Authorization and Execution

The Contractor represents, warrants, and covenants for the benefit of VTA that the Person executing this

Contract on behalf of the Contractor has been duly authorized to execute and deliver each such document on behalf of the Contractor and this Contract has been duly executed and delivered by the Contractor.

Signatures of Parties on Following Page mailto:Procurement@vta.org

IN WITNESS WHEREOF two identical counterparts of this instrument, each of which shall for all purposes be deemed an original, have been duly executed by VTA and the Contractor respectively, on the dates set out below.

SIGNATORIES

INSERT NAME OF CONTRACTOR

SANTA CLARA VALLEY

TRANSPORTATION AUTHORITY

By: By:

Name*: Name:

Title: Title:

Date: Date:

Contractor's License No.:

Approved as to Form:

Class: By:

Expiration Date:

Legal Counsel

*If the individual signing on behalf of the Contractor is not the Authorized Representative, provide documentation supporting the signature authority consistent with the requirements under GC-1.1.1 (Contractor Authorized

Representative and Single Point of Contact).

Santa Clara Valley Transportation Authority Exhibit 1 – Definitions, Interpretation and Acronyms

Construction/Maintenance Contract Rev. (1/28/2026) Page 10

EXHIBIT 1 - DEFINITIONS, INTERPRETATION AND

ACRONYMS

Part A - Definitions

Part A-1 General Definitions

ADR: an alternative dispute resolution procedure described in GC-8.2 (Alternative Dispute Resolution).

Applicable Law: any federal, state, or local statute, law, regulation, ordinance, rule, standard, judgment, order, executive order, decree, directive, guideline, policy requirement, or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration of any of the foregoing by, any court or

Government Entity, which is applicable to this Contract or the Work or any relevant Person, whether taking effect before or after the date of this Contract. An Applicable Law, when cited in this Contract, shall be as amended unless provided to the contrary. Applicable Law excludes Government Approvals, customs, duties, and tariffs.

Authority Having Jurisdiction: authority with jurisdiction over the Work, Worksite, the storage area, and/or stored materials and equipment.

Authorized Representative(s): the Person authorized to represent a Party and with the authority required or contemplated by GC-1.1 (Authorized Representatives and Single Points of Contact).

Change Notice: a notice delivered by VTA to the Contractor describing a proposed change to the Work and requesting the Contractor to submit a written response identifying any proposed adjustment in Total Contract Price.

Change Order: a written notice delivered by VTA, directing the Contractor to perform a change.

Change Request: a written notice delivered by the Contractor to VTA described in GC-10.15.1 (Change Request).

Claim: a notice of demand by the Contractor to VTA for a time extension; an adjustment or interpretation of Contract terms; relief from the performance of obligations; payment or money; or other legal, equitable, or contractual relief.

Confidential Information: is defined in GC-1.6 (Confidentiality/CPRA).

Conformed Contract: is defined in GC-1.3 (Conformed Contract).

Contract: this contract, including the Contract Form, all its Exhibits, Modifications, and any other attachments incorporated in this Contract by attachment or by reference, as described in Section 4 (Contract Components and

Order of Precedence).

Contract End Date: the earlier of:

(a) the date of termination; and

(b) the expiry date.

Contract Form: the section of this Contract titled "Contract Form".

Contract Goal: is defined in Exhibit 6 (Business Development Program Requirements).

Contractor: is defined in the Contract Form.

Contractor-Related Entity: any or all of (as the context requires):

(a) the Contractor;

(b) the Subcontractors;

(c) any other Person performing any of the Work for or on behalf of the Contractor;

(d) any other Persons for whom the Contractor is legally or contractually responsible; and

(e) the employees, agents, officers, directors, representatives, consultants, successors, and permitted assigns of any of the foregoing.

Contractor Commitment: the Contractor commitments under Exhibit 22 (Contractor Commitments).

Construction/Maintenance Contract Rev. (1/28/2026) Page 11

Contractor Submittal: any submittal, plan, drawing, deliverable, invoice, document, or report which the Contractor must submit to VTA in accordance with this Contract.

Day or day: unless otherwise stated, a calendar day.

Deliverable(s): whether singular or plural, items and/or services provided or to be provided by Contractor under this

Contract identified as a deliverable by designation, number, or context, in any scope of work, a schedule, or any document associated with the foregoing.

Dispute: a dispute between the Parties as to the merits, amount, or remedy arising out of an issue in controversy, including a Contractor claim, a dispute, or disagreement as to the Parties’ respective rights and obligations under this

Contract or an asserted default, and any question regarding this Contract’s existence, validity, or termination.

DRB: a dispute review board as described in GC-8.2.2 (Dispute Review Board) of the General Conditions.

Early Termination: termination before the Contract End Date.

Effective Date: the last date of signature of this Contract.

Final Acceptance: is defined in GC-10.26.6.

Final Payment: the final progress payment payable after Final Acceptance in accordance with the terms of this

Contract.

General Conditions: the general conditions applicable to this Contract as set out in Exhibit 3 (General Conditions) and references to GC- followed by a section number are to the relevant section of the General Conditions.

Good Industry Practice: the exercise of the degree of skill, diligence, prudence, and foresight which would reasonably and ordinarily be expected from time to time from a skilled and experienced contractor seeking in good faith to comply with its contractual obligations, complying with all Applicable Laws and Governmental Approvals, using accepted design, construction or other standards and criteria applicable to the Work and normally used on similar projects in the State, and engaged in the same type of undertaking in the United States under similar circumstances and conditions, including any conditions affecting the Worksite.

Government Approval: any approval, authorization, certification, consent, decision, exemption, filing, lease, license, permit, bond requirement, registration, or ruling, issued or required by any Government Entity having subject matter jurisdiction by Applicable Law or consent of VTA, required for performance of the Work or a part of it.

Government Entity: any federal, state, or local government and any political subdivision or any governmental, quasi-governmental, judicial, public, or statutory instrumentality, administrative agency, authority, body, or entity, other than VTA.

Indemnitees: VTA, any Person expressly identified as an Indemnitee in this Contract, any public agencies within whose jurisdiction, on whose behalf, or on whose property the Work is being performed, any Person VTA is contractually obligated to identify in this Contract as an indemnitee, and each of their respective Board of Directors, Board of Supervisors Directors, Councils, individual board members, officers, agents, employees, and consultants, and Indemnitee means each or any of them.

Intellectual Property: all current and future legal and/or equitable rights and interests in know-how, patents

(including applications), copyrights (including moral rights), trademarks (registered and unregistered), service marks, trade secrets, designs (registered and unregistered), utility models, circuit layouts, business and domain names, inventions, solutions embodied in technology, and other intellectual activity. Without limiting the generality of the foregoing, Intellectual Property includes original architectural design in any tangible medium of expression, including a constructed building or structure, or architectural plans, models, or drawings.

Loss: any loss, damage, injury, liability, obligation, cost (including attorneys' fees on a full indemnity basis), response cost, expense, fee, charge, and judgment and, without limiting the foregoing and only to the extent not prohibited by law, any penalty or fine, whether direct, indirect, consequential, present, future, fixed, unascertained, actual, or contingent. Losses include injury to or death of Persons, damage or loss of property, and harm or damage to natural resources.

Modification: any written addition, deletion, adjustment or alteration, correction, or adjustment of any provision of this Contract (including with respect to time or cost), or any obligation of either Party under this Contract, whether pursuant to the unilateral issuance of a Change Order by VTA, or by a mutual written agreement signed by both Parties.

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Municipality: a Government Entity that contracts with VTA by means of a cooperative agreement or other similar agreement or that otherwise has approval rights regarding the Project applicable to the work and/or services performed under this Contract including any Government Entities expressly listed as an Indemnitee under this Contract.

Notice of Recommended Award: notice of Contract award issued by VTA to the Contractor.

Notice of Completion: is defined in GC-10.26.9(b)

Notice of Termination: defined in GC-7.3 (Contractor's Duties Upon Termination).

Party: each of VTA and the Contractor (together the "Parties").

Person: any individual, firm, corporation, company, LLC, LLP, joint venture, voluntary association, partnership, trust or public or private organization, other legal entity, or a combination of any of the foregoing.

Project: the project that is the subject of this Contract and all other work products to be provided by the Contractor in accordance with this Contract.

Purchase Order: a written purchase order pursuant to which the Contractor is required to supply goods (and in some cases, services) at the prices and in the quantities stated in the purchase order.

Reference Document: all written information provided to the Contractor or any Contractor-Related Entity by VTA or any of its VTA Contractors not expressly incorporated into this Contract including:

(a) information provided to the Contractor prior to the date of this Contract, including: (i) the solicitation and its contents; and (ii) the documents listed in Appendix B (Reference Documents) of the solicitation and any other information provided to proposers in accordance with Section 2.14 (Reference Documents and

Diligence) of the solicitation; and

(b) information that is described or listed as a Reference Document (or part of a Reference Document) in this

Contract or that is indicated as "reference" specifications, drawings, documents, or information or otherwise clearly marked as "For Information Only" or "Not for Construction".

Required Flowdown Provisions: the provisions of this Contract that are required to be included in each Subcontract in accordance with GC-2.1 (Subcontractors) as set out in Part B (Required Flowdown Provisions) of Exhibit 12

(Subcontracting).

Required Submittals: timely submission of required documents under terms of the Contract, notably the submission of documents listed in Section 5(c) of the Contract for the issuance of Notice to Proceed.

SBE Commitment: defined in Section 6(b) (Business Development Program Requirements) of the Contract Form.

Single Point(s) of Contact: the Person designated to act as the single point of contact on behalf of a Party and with the responsibilities required or contemplated by GC-1.1 (Authorized Representatives and Single Points of Contact).

Special Conditions: the special conditions applicable to this Contract as set out in Exhibit 2 (Special Conditions) and references to SC- followed by a section number are to the relevant section of the General Conditions.

Subcontract: any contract, including contracts of any tier, to furnish Work, goods, or equipment (construction or otherwise) between the Contractor and any Subcontractor or between Subcontractors, at any tier.

Subcontractor: any Person, other than employees of the Contractor or Subcontractor, that enters into contract with the Contractor or any other Subcontractor to furnish Work, goods, or equipment (construction or otherwise), at any tier, including suppliers and subconsultants. Subcontractor includes any affiliates of the Contractor furnishing Work, goods, or equipment (construction or otherwise) to the Contractor for the purposes of the Project.

Substantial Completion: defined in GC-10.26.1.

Suspension Order: defined in GC-3.3 (Suspension of Work).

Task Order: a written task order authorizing the Contractor to perform specific Work over a specific time period under the Contract.

Term: defined in Section 5(c) (Term and Time for Performance) of the Contract Form.

Third Party: a Government Entity (including a Municipality), Utility Owner, railroad, authority having jurisdiction, or other Person that contracts with VTA by means of a cooperative agreement, utility services agreement, or other

Construction/Maintenance Contract Rev. (1/28/2026) Page 13 similar agreement or that otherwise has approval rights with respect to a Contractor Submittal or otherwise regarding the design, construction, supply, reconstruction, rearrangement, or improvement of facilities owned or controlled by the Third Party, to facilitate the Project. This definition is not applicable where the term "third party" appears in lower case, in which case Section (r) (Interpretation) of Part B of this Exhibit 1 (Definitions, Interpretation and Acronyms) will apply.

Third Party Requirements: any and all requirements of a Third Party applicable to the performance of the Work, as set out in this Contract or otherwise notified to the Contractor in accordance with this Contract.

Total Contract Price: the total compensation payable to the Contractor under this Contract for the completion of the

Work, which may be adjusted in accordance with this Contract.

Utility: a facility, or system (including municipal or government lines, facilities, and systems) for transmitting or distributing communications, cable television, power, electricity, gas, oil, crude products, water, steam, waste, or any other similar item, including any fire or police signal system as well as streetlights associated with any publicly-owned roadways.

Utility Owner: a public or private owner of a Utility facility, or system, including any utility owners expressly listed as an Indemnitee under this Contract.

VTA or SCVTA: Santa Clara Valley Transportation Authority.

VTA Contract: any contract between VTA and a VTA Contractor or between a VTA Contractor and its subcontractors, at any tier.

VTA Contractor: any contractor, consultant, tradesperson, supplier, or other person engaged or authorized by VTA to do work on or about the Worksite but excluding the Contractor and the Subcontractors.

VTA Intellectual Property: any Intellectual Property that is owned by, controlled by, or licensed to, VTA.

VTA Operations: (a) operation and maintenance of existing VTA facilities, services, and equipment; or (b) the department within VTA that operates and maintains VTA's existing facilities, services, and equipment, as the context requires.

Work: the work to be performed as specified in this Contract.

Working Day or working day: unless otherwise stated, any day that is not a Saturday, Sunday, or a recognized holiday as described in Exhibit 18, Part B-2 (Recognized Holidays) of the Special Conditions (or, if no recognized holidays are listed, a holiday recognized by the federal government or the State of California).

Worksite: the site(s) upon which the Work will be performed or an area to be occupied by the Work and all adjacent and other related areas occupied or used by the Contractor or its Subcontractors. For maintenance contracts, this includes storage areas, buildings, staging areas, and areas for the production, procurement, storage, and disposal of materials and related equipment. The use of the word "job site" or "site" in this Contract is synonymous with "Worksite."

Work Zone: a defined section of track (identified by flags, signs, cones, or something similar) where protection from trains and other on-track equipment is provided.

Construction/Maintenance Contract Rev. (1/28/2026) Page 14

Part A-2 Construction Definitions

Access: permission, granted by VTA, to be on, in or near the LRT right-of-way or rail transit facilities of VTA.

As-Built Schedule: the as-built schedule that accurately portrays the sequence in which the Work was performed, as prepared and submitted by the Contractor and accepted by VTA as a condition to Final Acceptance.

Baseline CPM Schedule or Baseline or Baseline Schedule: the CPM Schedule prepared and submitted by the

Contractor and accepted by VTA as the 'Baseline CPM Schedule' in accordance with this Contract, as such Baseline

CPM Schedule may be further updated and accepted by VTA in accordance with this Contract.

Certification Card: VTA-issued certification card identifying successful completion of required Contractor safety training.

Change Notice: a notice delivered by VTA to the Contractor describing a proposed change to the Work and requesting the Contractor to submit a written response identifying any proposed adjustment in Total Contract Price.

Change Request: a written notice delivered by the Contractor to VTA described in GC-10.15.1 (Change Request).

Construction Document: all Shop Drawings, Working Drawings, Samples, and other documents necessary for the construction of the Project.

Construction Work: all Work related to the construction of the Project in accordance with the Technical

Specifications including furnishing all materials, goods, and equipment and performing all construction management, construction, installation, inspection, testing, and other services required to complete the fully functional Project and the Work, whether temporary or permanent but excluding the Design Work.

Contract Data List: defined in GC-10.16.1(a) (Contract Data Requirements).

Contract Drawings and Plans: the section of this Contract titled "Contract Drawings/Plans".

Contract Item: defined in GC-10.28.2(a) (Increased or Decreased Quantities and Quantity Variation).

Contractor Commitment Date: the due date for bids or proposals under the solicitation for this Contract.

Contract Completion: is defined in GC-10.26.10(a).

Contractor-Generated Hazardous Substances: (a) any Hazardous Substances brought onto the Worksite and hazardous waste generated, by any Contractor-Related Entity including to the extent attributable to the use, containment, storage, management, transport, and disposal of all such Hazardous Substances or hazardous waste; and

(b) the extent to which any spill, leak, emission, release, discharge, injection, escape, dumping, or disposal of

Hazardous Substances into the soil, air, surface water, groundwater, or environment, including any exacerbation of an existing release or condition of Hazardous Substance contamination, is attributable to the breach of any Applicable

Law, Government Approval, or this Contract (including any acts or omissions that are not in accordance with Good

Industry Practice), negligence, or willful misconduct by any Contractor-Related Entity.

Contract Time: the number of days allowed for completion of all Work (excluding the Warranty Period, but including the Plant Establishment Period), from Effective Date to the date of release of retention.

CPM: critical path method.

CPM Schedule: a schedule prepared in accordance with Exhibit 18 (Schedule and Liquidated Damages for Delay) and the other terms of this Contract which includes the planned sequence of activities showing the interrelationships and dependencies of the elements that comprise the Work, including a breakdown of all the elements of the Work into individual tasks, number of days required to perform each task, and their logical relationship.

CPUC: California Public Utilities Commission.

Current CPM Schedule or Current Schedule: the CPM Schedule representing the actual performance of the Work, as further described in Exhibit 18 (Schedule and Liquidated Damages for Delay).

Deficiency or Deficient: a deficiency or defect in the Contractor's performance under this Contract including one or more of the following:

(a) defects in any of the Work related to its construction, materials, workmanship, or functionality;

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(b) any part of the Work not completed or otherwise requiring correction or remedial action so as to conform with the requirements under this Contract;

(c) a failure to perform an obligation under this Contract in accordance with the provisions of this Contract;

(d) nonconforming Work or unapproved deviation(s) from the requirements of this Contract; or

(e) any other problems, errors, omissions, inconsistencies, or issues that results in, or may result in, the Work or any part of the Work not complying with or not performing in accordance with this Contract.

Differing Site Condition: a Type 1 Condition or Type 2 Condition.

Employee-in-Charge: Contractor or subcontractor employee with responsibility for supervising and ensuring safety, including use of roadway worker protections, at a ROW Worksite.

Final Acceptance: final acceptance by VTA of all of the Work, as demonstrated by issuance of a VTA Notice of Final

Acceptance. (See Secs. GC-10.26.6 and GC-10.26.7)

Final Pay Estimate: defined in GC-10.28.7 (Final Pay Estimate).

Float: the amount of time between the early and late start dates of an activity, or between the early and late finish dates of the activity in the CPM Schedule.

FRA: Federal Railroad Administration.

Hazardous Substance: one or more of the following:

(a) any substance, product, waste, or other material of any nature whatsoever which is or becomes defined, listed, regulated, or addressed in or pursuant to any of the following Applicable Laws (which shall include any regulations either in the Code of Federal Regulations or the California Code of Regulations or other regulations implemented under the authority of such Applicable Laws):

(i) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §9601, et seq. ("CERCLA");

(ii) the Hazardous Materials Transportation Act, 49 U.S.C. §5101, et seq.;

(iii) the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. ("RCRA");

(iv) the Toxic Substances Control Act, 15 U.S.C. §2601 et seq.;

(v) the Clean Water Act, 33 U.S.C. §1251 et seq.;

(vi) the Clean Air Act, 42 U.S.C. §7401 et seq.;

(vii) the California Hazardous Waste Control Act, California Health and Safety Code §25100 et seq.;

(viii) the California Underground Storage of Hazardous Substances Act, California Health and Safety

Code §25280, et seq.;

(ix) the California Hazardous Substance Account Act, California Health and Safety Code §78000 et seq.

(with particular reference to the definition contained in California Health and Safety Code §78075);

(x) the California Safe Drinking Water and Toxic Enforcement Act, California Health and Safety Code

§25249.5 et seq.;

(xi) the California Hazardous Waste Management Act, California Health and Safety Code §25170.1 et seq.;

(xii) the California Health and Safety Code §25501 et seq. (Hazardous Materials Response Plans and

Inventory);

(xiii) the California Hazardous Substances Information and Training Act, California Labor Code §6360 et seq.;

(xiv) the California Porter-Cologne Water Quality Control Act, California Water Code §13000 et seq.; or

(xv) any other federal, state or local Applicable Law, regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material, as now or at any time hereafter in effect;

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(b) any substance, product, waste, or other material of any nature whatsoever which may give rise to liability under any of the Applicable Laws under sub-paragraph (a) of this definition or under any statutory or common law theory based on negligence, trespass, intentional tort nuisance, or strict liability or under any reported decisions of a state or federal court;

(c) petroleum, petroleum by-products, waste oil, crude oil, and natural gas; and

(d) other substances, product, waste, or material defined, or to be treated or handled, as a Hazardous Substance pursuant to provisions of this Contract.

Indirect Losses: loss of profits, loss of use, loss of production, loss of business, loss of business opportunity, or any claim for consequential damages, or for indirect loss or damages of any nature, but excluding any of the same that relate to payments expressly provided for under this Contract.

Job Briefing: required safety briefing before the Contractor performs any work on, in or near the LRT right-of-way and/or rail transit facilities of VTA.

Lockout and Tagout Procedure: the objective of this procedure is to ensure that machines or equipment are isolated from all potentially hazardous energy, and locked out/tagged out or blocked out before employees perform any servicing or maintenance activities where the unexpected energization, start -up or release of stored energy could cause injury.

Lookout: Contractor or subcontractor employee who has been trained and qualified on Roadway Worker protection rules and procedures and whose sole duty is to provide effective warning in compliance with the 15-second rule to roadway workers of approaching rail transit vehicles, including trains or any on-track equipment, who does not perform or assist in any other work aside from the watchperson duty, and who remains clear of the track zone, or when clearance is unavailable, remains in a place of safety.

LRT: VTA light rail train or light rail transit.

LRV: VTA light rail vehicle.

Milestone: the completion milestones described in SC-3.1 (Completion Milestones and Liquidated Damages for

Delay).

Noncompliance Event: defined in GC-10.22 (Liquidated Damages for Noncompliance Events).

Notice to Proceed: an authorization notice (Notice to Proceed or NTP) from VTA to the Contractor upon completion of required pre-construction activities and submittals under the Contract. The issuance of the Notice to Proceed is an authorization to proceed with construction Work and includes authorization to enter the Project right-of-way/Worksite, commence mobilization, and commence acquisition and fabrication of materials needed for the Project.

OCC: operations control center.

OCS: overhead catenary system.

Option: VTA's unilateral right to elect the performance of additional Work under Contract described in Section 5(d)

(Term and Time for Performance) of the Contract Form.

Partial Acceptance: acceptance by VTA of a discrete portion of the Work in advance of the entire Work, as demonstrated by the issuance of a VTA Notice of Partial Acceptance.

Plant Establishment Period: the number of Working Days set out in the Technical Specifications for plant establishment work under this Contract.

Preliminary 120-Day Schedule or Preliminary Schedule: a Schedule that includes all of the Contractor's activities and planned sequence of Work anticipated during the first 120 days following the Notice to Proceed.

Product Data: illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate goods, equipment, or systems for a part of the Work.

Punch List: a statement of minor repairs, corrections and adjustments to the Work, and incomplete aspects of the

Project that can be completed after Substantial Completion with minimal interference to the occupancy, safety, use and operation of the completed facility, as listed in VTA's notice stating that Substantial Completion has been achieved.

Record Drawings: defined in GC-10.26.4 (As-Builts and Record Drawings).

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Records: defined in Section 8.1(a), Ownership and applicability of Exhibit 4.

Restricted Access Permit or Permit: paper form and permission granted by VTA to be on, in, or near the LRT right-of-way or rail transit facilities of VTA, in the form set out in Exhibit 15 (Contractor Safety and Security Requirements).

Restricted Area or Restricted Access Work Area: any area including electrical substations, OCS, signal or communications facilities, OCC, tracks, stations, and any area where moving trains or light rail traction power are present or may be affected.

RFI: defined in GC-10.4.5(b) (Clarification on Drawings and Plans; RFI).

Right-of-Way or ROW: VTA property or facilities including track, OCS, and buildings used for LRV train operations that contain traction power or signal and communications facilities and equipment.

Roadway Worker: any employee of a railroad, or of a contractor to a railroad, whose duties include inspection, construction, maintenance, or repair of railroad track, bridges, roadway, signal and communication systems, electric traction systems, roadway facilities or roadway maintenance machinery on or near track or with the potential of fouling a track, and flagmen and watchmen/lookouts as defined in 49 CFR Part 214.

Safety Training: safety training required for Work that the Contractor will perform on, in, or near the LRT right-of-way and/or rail transit facilities of VTA.

Samples: physical examples that illustrate materials, equipment, fixtures, and workmanship, and which establish standards by which the Work may be judged.

Schedule: a time-phased Work execution plan prepared by the Contractor in accordance with this Contract, identifying all Milestones and all activities necessary to complete the Work in a logical manner which shall include (as the context requires) any CPM Schedule submitted by the Contractor to VTA for review, the Preliminary 120-Day Schedule, the

Baseline CPM Schedule and the Current CPM Schedule and all updates to any of them.

Schedule Updates: proposed updates to the CPM Schedule representing the actual performance of the Work, as further described in Exhibit 18 (Schedule and Liquidated Damages for Delay).

Scope of Work: the scope of Work to be performed under this Contract as described in Exhibit 11 (Technical

Specifications).

Site Specific Work Plan (SSWP or Work Plan): task and activity plan and detailed schedule prepared and submitted by Contractor for VTA’s approval, which includes work activities, equipment, and safety procedures.

Substantial Completion: the Work is sufficiently complete to be used by VTA for the purpose for which it was intended, as demonstrated by the issuance of a VTA Notice of Substantial Completion. (See Secs. GC-10.26.1 and

GC-10.26.2).

SSWP or Work Plan: Site Specific Work Plan, which is a task and activity plan (which includes work activities, equipment, and safety procedures) and detailed schedule.

Technical Specifications: the Scope of Work and the technical specifications for the Work as set out in Exhibit 11

(Technical Specifications) (Volume 2 Technical Specifications)

Technical Submittals List: is defined in GC-10.16.1(a) (Contract Data Requirements).

Three Week Schedule: a time-scaled three week look-ahead Schedule, as further described in Exhibit 18 (Schedule and Liquidated Damages for Delay).

Time Impact Evaluation or TIE: a time impact evaluation prepared by the Contractor in accordance with this

Contract to demonstrate the impact of an event (including any pending Modifications, Claims, or any delays) on the

Schedule.

Time for Performance: is the time to complete all Work under the Contract to achieve Final Acceptance, commencing on Effective Date, for a duration not-to-exceed the number of days stated in Contract Form Section 5(d)

(Term and Time for Performance). Liquidated damages, as applicable, may be applied for each day the completion of Work is delayed past the Time for Performance as set forth in Exhibit 18, Schedule and Liquidated Damages.

Track Allocation: a method where VTA makes determinations as to which work groups will perform which tasks on which section of trackway.

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Track Allocation Coordinator: the VTA employee that conducts all weekly Track Allocation Meetings.

Track Allocation Meeting: joint meeting of VTA and its contractor(s) to (a) determine track access, (b) obtain power-down permission, and (c) schedule coordination of work between contractors. Scheduled weekly or as deemed necessary by VTA.

Track Zone: an area within 6 feet of the outside rail on both sides of the track.

Traction Power System: a facility, including power feed and power distribution cabling, for delivery of commercial electrical power and delivery of that power to the LRT OCS.

Train: one or more LRVs, any on-track equipment, or a rail borne or hi-rail vehicle that is set on the track.

Type 1 Condition: defined in GC-10.14.2(a) (Notice of Differing Site Conditions).

Type 2 Condition: defined in GC-10.14.2(b) (Notice of Differing Site Conditions).

Value Engineering Change Proposal or VECP: a proposed change to the drawings, specifications, or other requirements of this Contract that is originated, initiated, and developed by the Contractor.

VTA Notice of Final Acceptance: defined in GC-10.26.7(c)(i) (Notice, Inspection and Certification of Final

Acceptance).

VTA Notice of Partial Acceptance: defined in GC-10.26.8(d)(i) (Partial Acceptance of a Portion of the Work).

VTA Notice of Substantial Completion: defined in GC-10.26.2(c)(i) (Notice, Inspection and Certification of

Substantial Completion).

Warranty Period: the time period from the date of final acceptance to one year after the date of final acceptance or such longer period as may be specified in this Contract.

Working Drawings: original drawings prepared by the Contractor or its Subcontractors illustrating Construction

Work that will not become an integral part of the completed Work including drawings for temporary structures such as decking, bulkheads, excavation supports, utility support, groundwater control, forming, and false work.

WVPP: Workplace Violence Prevention Plan.

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Part B - Interpretation

In this Contract unless otherwise expressly stated:

(a) the…