CONTRACT GENERAL

CONDITIONS

FOR COLLABORATIVE

DESIGN-BUILD

MAJOR PROJECTS

THE CALIFORNIA STATE UNIVERSITY

Prepared by:

OFFICE OF THE CHANCELLOR

CAPITAL PLANNING, DESIGN AND CONSTRUCTION

(www.calstate.edu/cpdc)

Revised March 2026 http://www.calstate.edu/cpdc)

Contract General Conditions for Collaborative Design-Build Major Projects Revisions Made Since Last Major Update:

Article No. Revision Description

36.03 (i) Division 1 Reference removed.

i

CONTRACT GENERAL CONDITIONS

FOR COLLABORATIVE DESIGN-BUILD MAJOR PROJECTS

TABLE OF CONTENTS

ARTICLES 1.00-30.00 (not used)

TABLE OF CONTENTS

31.00 - DEFINITIONS

32.00 - PROPOSALS

32.01 Duty to Carefully Examine These Instructions

32.02 Competence of Proposers

32.03 Necessity for Careful Examination of Site, Plans, and Specifications

32.04 Clarification during Bidding

32.05 Proposal Documents

32.06 Proposal Regulations

32.07 Competitive Bidding

32.08 Mistake in Proposal

32.09 Failure to be a Responsible Bidder

32.10 California Company; Reciprocal Preference against Nonresident Contractors; Certification

32.11 Small Business Five Percent Proposal Advantage

32.12 Disabled Veteran Business Enterprise Participation Requirement and Incentive

33.00 – ACCEPTANCE OF PROPOSAL - DESIGN SERVICES AGREEMENT

33.01 Award of Design Services Agreement

33.02 Execution of Agreement

34.00 - DESIGN REQUIREMENTS

34.01 Scope of Work

34.02 Intent of the Contract Documents

34.03 Laws and Codes

34.04 Trustees’ Review of Construction Documents

34.05 Partial Permit Approvals

34.06 Submittals

34.07 Divisions of the Performance Specifications

34.08 Standard Specifications

ii

34.09 Layout of the Work

34.10 Ownership and Use of Documents

35.00 - AWARD AND EXECUTION OF DESIGN-BUILD AGREEMENT

35.01 Direct Cost of the Work

35.02 Construction Phase Services

35.03 Costs Not Included in Construction Phase Services

35.04 Discounts, Rebates and Refunds

35.05 Clarification Prior to Preparing the Guaranteed the Maximum Price

35.06 Guaranteed Maximum Price (GMP)

35.07 Listing of Trade Contractors

35.08 Award of Design-Build Agreement

35.09 Contract Bonds

35.10 Execution of Design-Build Agreement

35.11 Failure or Refusal to Execute Design-Build Agreement

36.00 - CONDUCT OF THE CONSTRUCTION WORK

36.01 Laws to be Observed--Generally

36.02 Laws to be Observed--Regarding Labor

36.03 Environmental Requirements

36.04 Substitution of Trade Contractors

36.05 Delegation of Performance and Assignment of Money Earned

36.06 Insurance Requirements

36.07 Indemnification

36.08 Design-Builder’s Responsibility for the Work

36.09 Occupancy by Trustees Prior to Acceptance

36.10 Payments by Design-Builder

36.11 Responsibility to Secure and Pay for Permits, Licenses, Utility Connections, Etc

36.12 Patented or Copyrighted Materials

36.13 Property Rights in Materials and Equipment

36.14 Taxes

36.15 Contract Time

36.16 Schedule

iii

36.17 Labor Force and Superintendent

36.18 Limitation of Construction Operations

36.19 Coordination with Other Work

36.20 Drawings Reflecting Actual Construction

36.21 Access for Inspection

36.22 Cleanup of Project and Site

36.23 Project Sign, Advertising

36.24 Assignment of Trade Contracts to Trustees

37.00 - INTERPRETATION OF

37.01 Interpretation of Contract Requirements

37.02 Issuance of Interpretations, Clarifications, Additional Instructions

37.03 Product and Reference Standards

37.04 Shop Drawings, Samples, Alternatives or Equals, Substitutions

37.05 Quality of Materials, Articles and Equipment

37.06 Testing Materials, Articles, Equipment and Work

37.07 Rejection

37.08 Offsite Testing

37.09 Responsibility of Quality

38.00 - CHANGES IN THE WORK

38.01 Change Orders

38.02 Emergency Changes

39.00 - CLAIMS AND DAMAGES

39.01 Claims

39.02 Delay in Completion--Liquidated Damages

39.03 Termination for Cause

39.04 Termination for Convenience

39.05 Assignment of Subcontracts

39.06 Third-Party Claims

40.00 - PAYMENT AND COMPLETION

40.01 Acceptance

40.02 Partial Payments

iv

40.03 Escrow in Lieu of Retention

40.04 Stop Payment Notices

40.05 Payment

40.06 Guarantee

40.07 Contractor Evaluation

41.00 - MISCELLANEOUS

41.01 Governing Law

41.02 Successors and Assigns

41.03 Rights and Remedies

41.04 Waiver

41.05 Survival

41.06 Complete Agreement

41.07 Severability of Provisions

41.08 Notices

41.09 Counterparts

SAMPLE FORMS Construction Management Sample Forms | CSU https://www.calstate.edu/csu-system/doing-business-with-the-csu/capital-planning-design-construction/Pages/construction-management-sample-forms.aspx

Revised March 2026 - Page 1 of 63 pages

CONTRACT GENERAL CONDITIONS

FOR COLLABORATIVE DESIGN-BUILD PROJECTS

31.00 - DEFINITIONS

Acceptance - When the Project is complete in all respects in accordance with the Plans and Specifications, and the Contract has been otherwise fully performed by Design-Builder, to the full satisfaction of the Trustees, the Trustees will accept the Project as complete.

Addendum - A document issued to Design-Builder by the Trustees, prior to the agreement on the GMP that modifies or supersedes portions of the Contract Documents.

Agreement - One of two separate forms that are executed by both the Design Builder and the Trustees, that provides the Work will be done in accordance with the Contract Documents or Design-Build Contract Documents as specified, as approved and on file with the Trustees and as incorporated into the Contract Documents or Design-Build Documents by reference.

Reference Contract Documents, Design-Build Documents, Design-Build Contract Documents, Design Services Agreement and Design-Build Agreement.

Allowance - Allowances are allocations of the Contract Amount to portions of the Work that could not be specified sufficiently for competitive bidding.

Architect - A California-licensed architect employed by Design-Builder, who is responsible for all engineering and architectural services to be performed in connection with the Project. For projects on which an engineer or landscape architect is employed instead of an architect, the term “Architect” shall mean the design professional so employed for the Project.

Bid Date - The date for submission of technical and cost proposals; same as proposal due date.

Bid Date for Subcontractors - The date for submission of subcontractor bids for the Direct Construction Cost of the Project.

Budgeted Direct Construction Cost - The budgeted total cost of the Work, excluding Design Fees, Preconstruction Fees, Design-Builder’s site management fee, Design-Builder’s contingency, and Design-Builder’s overhead and profit.

Bidder - Any individual or business entity acting directly or through an authorized representative that submits a technical and cost proposal for the Work in response to a Request for Proposals. “Bidder” and “Proposer” are synonymous.

BRIP – The Trustees’ Builders Risk Insurance Program. Reference Article 36.06-c, Builders Risk Insurance Program.

Building Official - Trustees-appointed, the senior building official for the California State University (the Chief of Architecture and Engineering) is responsible for the overall administration and operational control of the building code.

(reference Campus Deputy Building Official).

Business Day - Calendar day excluding Saturdays, Sundays, national holidays and state holidays; same as Working Day.

Campus - The California State University campus on which the Project is located.

Campus Deputy Building Official - A campus-appointed individual responsible for campus-specific building code administrative and operational control. This individual acts as a deputy under the authority of the Building Official.

Capital Planning, Design and Construction (CPDC) - Department within Business and Finance, a division in the Office of the Chancellor of the California State University, responsible for all major capital outlay projects.

Change Order - A written agreement entered into after the award of the Design-Build Agreement that alters or amends the executed agreement.

Construction Administrator - The person designated by the Trustees to manage the construction phase of the Project and authorized to approve changes to the Contract.

Construction Documents - The Contract General Conditions, Supplementary General Conditions, Plans, Specifications, and Addenda related to the bidding of trades and construction of the Project.

Construction Inspector - The Inspector on the Project Site who works under the direction of the Construction Administrator.

Construction Phase Services - Those costs incurred by Design-Builder in the field management, supervision, and administration of the Work and further defined in the Request for Proposals under Classification of Project Costs (Table A).

Construction Schedule - Design-Builder’s time use plan for completing the Work within the Contract Time.

Contract - The Contract Documents which collectively represent the entire Agreement between Trustees and Design-Builder, and which supersede any prior negotiations, representations, or agreements, either written or oral.

Contract Amount - The amount of compensation stated in the Agreement for the performance of the Work, as adjusted by Change Order.

Revised March 2026 - Page 2 of 63 pages

Contract Documents - The Proposal Documents, Plans, Specifications, Addenda, Agreement, Bonds, Contract General Conditions, Supplementary General Conditions, Special Conditions, Change Orders, and any other documents so designated by the Trustees.

Contract Time - The period of time, set out in Calendar Days, established in the Design-Build Contract Documents within which the Work must be completed. The Contract Time may be adjusted by time extensions through Change Orders.

Day - Unless otherwise indicated herein, day is a calendar day.

Design-Build Agreement - Awarded after acceptance of the GMP in accordance with the Design-Build Contract Documents for completion of design services and Construction of the Project.

Design-Builder - The individual or business entity that has entered into a Design Services Agreement or a Design-Build Agreement with the Trustees.

Design-Builder Contingency - Budgeted funds used to cover the cost of unforeseen factors related to the Work that arise after a Design-Build Agreement is awarded, such as an ambiguity in the Construction Documents. Eligible uses of this Contingency are specified in the Request for Proposals-Rider A, Scope of Work.

Design-Build Contract Documents - Combination of the Design-Build Documents and Contract Documents.

Design-Build Documents - A product of the Design Services Agreement, the progress design documents prepared by Design- Builder, used as the basis of the Design-Build Agreement. A product of the Schematic design Documents and GMP approved by the Trustees. The Design-Build Documents shall be further developed through the date of the final approval by the University immediately prior to execution of the Design-Build Agreement.

Design Services Agreement - For performance of design services Work in accordance with the Contract Documents through the acceptance of the GMP.

Direct Cost of the Work - Costs necessarily incurred by Design-Builder to perform the construction Work shown on the Construction Documents, usually performed by the trade contractors.

Engineer - A California-licensed engineer employed by Design-Builder or Architect, who is responsible for engineering services. There may be more than one engineer, depending on the Work required, (i.e., civil, structural, electrical, geotechnical, mechanical).

Executive Facilities Officer - University official who oversees the capital outlay process.

Field Instruction - A written order from the Trustees to Design-Builder, signed by the Construction Administrator.

Final Contract Amount - The final amount Trustees and Design-Builder agree upon as payment for completing the Contract Work to the satisfaction of the Trustees. Reference Article 40.05, Payment, for more information.

Guaranteed Maximum Price (GMP) - Design-Builder’s not-to-exceed sum for the performance of the Work shown in the Design-Build Contract Documents, as agreed upon by the Trustees.

GMP Budget - The total of the Budgeted Direct Construction Cost, Design-Build site management fee, Design-Build Contingency, and the Design-Build overhead and profit.

OCIP – The Trustees’ Owner Controlled Insurance Program. Reference Article 36.06-b, Owner Controlled Insurance Program.

Plans - The drawings prepared by Design-Builder and approved by the Trustees, which include elevations, sections, details, material and equipment schedules, diagrams, information, notes, or reproductions of any of these, and which show the location, character, dimension, or details of the Work.

Prevailing Wages - The general prevailing rate of wages in effect when Design-Builder advertises the trade contractor bidding and identified by the Director of the Department of Industrial Relations of the State of California pursuant to section 1770 of the Labor Code.

Progress Schedule - The periodically updated Construction Schedule that reflects the actual progress of the Work and impacts on the Work thereby maintaining a current projected date of completion. Impacts on the Work include, but are not limited to, anticipated delays, re-sequencing of tasks, and Change Orders.

Project - The total Work to be designed and constructed as approved by the Trustees and as required by the Contract.

Project Manager - The on-site representative of the Construction Administrator, but without the authority to approve changes to the contract.

Project Schedule - The time use plan for completing the entire Project from selection of service providers through occupancy.

Major tasks included in the Project Schedule are consultant selection and award, design, code approvals, bid and award, construction, move-in, and closeout.

Proposal - The technical and cost proposal packages submitted by the proposers on the bid date. A bid may be considered a proposal.

Revised March 2026 - Page 3 of 63 pages

Proposal Documents - Request for Qualifications (Advertisement), Request for Qualifications, Statements of Qualifications, Request for Proposals, and the Technical and Cost Proposals.

Proposer - Any individual or business entity acting directly or through an authorized representative that submits a technical and cost proposal for the Work in response to a Request for Proposals. “Proposer” and “Bidder” are synonymous.

Request For Proposals (RFP) - The documents that the Trustees issue to the Proposers describing and specifying the requirements of the design services Work and the Design-Build Work.

Request for Qualifications (RFQ) - The documents requesting submittal of Statements of Qualifications to the Trustees from interested and qualified Design-Builders to provide design and construction services for the Project.

Sample Forms - Many of the forms referenced herein, are available on CPDC website.

Site - The area specified in the Contract Documents for the Project and the area made available for Design-Builder’s operation.

Specifications - The instructions and requirements that complement the plans and describe the manner of performing the Work or the quantities, qualities, and types of materials to be furnished.

State - State of California.

Subcontractor - Contractor that is under contract to Design-Builder or another subcontractor for completion of a portion(s) of the Work. Same as Trade Contractor.

Superintendent - The representative of Design-Builder at the construction Site who is authorized to receive instructions from the Trustees, and who is authorized to direct the performance of the Work on behalf of Design-Builder.

Supplier or Vendor - Any individual or business entity that contracts with Design-Builder or Trade Contractor to provide materials or equipment.

Trade Contractor - Contractor that is under contract to Design-Builder or another subcontractor for completion of a portion(s) of the Work. Same as Subcontractor.

Trustees - The Board of Trustees of the California State University and their authorized representatives who act on behalf of the Trustees. Reference Executive Facilities Officer and Construction Administrator.

University - The California State University campus upon which the Project is located, and the University President and other University officers and employees acting within the scope of their duties.

Work - That total work required to be performed, or done under the Contract, including the furnishing of all design services, labor, materials, and equipment.

Working Day - Day excluding Saturdays, Sundays, national holidays and state holidays; same as Business Day.

32.00 - PROPOSALS

32.01 Duty to Carefully Examine These Instructions

Design-Builder and the trade contractors for this Project shall carefully examine the instructions contained herein and be cognizant of the conditions that must be satisfied before submitting a proposal, and the conditions that affect the award of the Contract.

32.02 Competence of Proposers

a. License and Public Works Registration.

(1) License.

No Bidder may bid on Work for which it is not properly licensed. The Trustees shall disregard any proposal received from a proposer who is not properly licensed (Business and Professions Code section 7028.15). Nor will the Trustees award a Contract to a proposer who does not possess the appropriate contractor’s license, which is that specified in the RFQ/RFP. Proposers participating in a joint venture must individually possess a current license when submitting the joint venture proposal, and the joint venture must possess a joint venture license at the time of award (Public Contract Code section 3300).

(2) Public Works Registration with Department of Industrial Relations The Trustees will only issue public works bids and award public works contracts to currently registered contractors and subcontractors on the Trustees’ public works projects. All proposers and subcontractors of all tiers must register to bid public works projects with the Department of Industrial Relations (DIR) and obtain and maintain current registration numbers (Labor Code section 1725.5). Note: DIR will assess a penalty on any public works contractor who allows its registration to lapse. DIR will also assess a penalty on any contractor who subcontracts to any contractor who is not registered with the DIR for each day the subcontractor is not registered. For more information, review the DIR public works registration requirements at https://www.dir.ca.gov/Public-Works/Contractors.html.

http://www.dir.ca.gov/Public-Works/Contractors.html

Revised March 2026 - Page 4 of 63 pages

The following applies to this Contract:

A contractor will not be in violation for working on a private project that is later determined to be public work;

Contractor shall check the public works registration for all subcontractors that it proposes to list to ensure that each subcontractor is registered to bid public works projects with the DIR;

An unregistered contractor or subcontractor can be replaced with one who is registered;

A contract with an unregistered contractor or subcontractor is subject to cancellation but is not void as to past work.

b. Prequalification Rating.

The Trustees shall issue an RFQ to all interested Design-Builders who have prequalified with the Trustees. Only the resulting short-listed Design-Builders (Proposers) will be allowed to respond to the RFP for design and construction services for the Project (Public Contract Code section 10764). To prequalify, all Proposers must file their prequalification applications online; and the application includes Proposers’ responses to a standard questionnaire, a statement of financial condition and previous experience in performing public works, all in accordance with the instructions contained in the Proposal Documents.

Proposers shall go to: http://www.calstate.edu/contractor-prequalification, under ‘Contractor Prequalification’ and login to the database using the link provided (PlanetBids). Proposers shall verify the information contained in the prequalification application under oath and submit the completed prequalification application online at least ten (10) Business Days prior to the deadline identified in the Proposal Documents and approved not less than one Business Day prior to the deadline identified in the Proposal Documents.

The Trustees’ Prequalification Coordinator will review the Proposer’s statement of experience and financial condition upon receipt of a complete application, check Proposer’s references, and notify the Proposer of the rating established based on the information contained in the application. The Proposer’s assigned prequalification rating will be the maximum amount of a contract or contracts that the Proposer may undertake with the Trustees.

Proposer may request an increase in its rating from the Trustees’ Prequalification Coordinator. The request shall be in writing and specify the reason(s) for the increase. The Trustees’ Prequalification Coordinator will review Proposer’s request, check new references submitted and notify Proposer of the resulting decision. The Prequalification Coordinator’s decision is final. The Trustees shall disregard any proposal received either from a Proposer that is not currently prequalified, or from a Proposer that is prequalified, but the rating is not high enough to accommodate its proposal. Although this prequalification permits participation in the submitting of a proposal for the Project, it does not mean that the proposer satisfies the requirements of being a “responsible” bidder. This determination occurs later in the process.

c. Joint Ventures.

If two or more prospective Proposers desire to submit a proposal as a joint venture on a single project, they must file an affidavit of joint venture form 703.12 with the Trustees at least five (5) Days prior to the date and time set for opening the Statements of Qualifications, submitted in response to the Request for Qualifications. The affidavit of joint venture is valid only for the specific project for which it is filed. Each party to the joint venture must be prequalified, as provided herein, at least one Business Day prior to the deadline identified in the Request for Qualifications document.

After Trustees’ tabulation of the apparent finalist in response to the Request for Proposals, and if the Trustees announce that the joint venture is the successful Proposer, the joint venture shall, prior to the Trustees’ award of the Contract:

(1) obtain the joint venture license (Business and Professions Code sections 7029 and 7029.1), and

(2) register the joint venture with the Department of Industrial Relations.

d. Trade Contractor Prequalification.

Design-Builder shall require prequalification of the trade contractors [at least the mechanical, electrical, plumbing and trades where the estimated cost of the trade work is greater than five percent of the construction budget] utilizing the Trade Contractor Prequalification document found in the Request for Proposal documents and any additional documents or process required by Design-Builder. Once this process is completed, Design- Builder shall provide a list of the prequalified trade contractors to the Trustees.

32.03 Necessity for Careful Examination of Site, Plans, and Specifications Design-Builder and trade contractors shall carefully examine the Site, the plans, and specifications for the Project. Design-Builder shall be satisfied as to the conditions to be encountered, and shall also investigate:

the character and quantity of surface and subsurface materials or obstacles to be encountered, rights of way and easements at or near the Site, the Work to be performed, and http://www.calstate.edu/contractor-prequalification https://www.planetbids.com/portal/portal.cfm?CompanyID=15331 https://www2.calstate.edu/csu-system/doing-business-with-the-csu/capital-planning-design-construction/Documents/pq_affidavit_of_joint_venture.pdf

Revised March 2026 - Page 5 of 63 pages materials to be furnished and as to the requirements of the proposal, plans, and specifications for the Project (reference Article 36.11, Responsibility to Secure and Pay for Permits, Licenses, Utility Connections, Etc.

Design-Builder certifies that Design-Builder has complied with the requirements of this provision by the submission of its bid.

Any failure by Design-Builder and trade contractors to acquaint themselves with information that is available or with reasonable investigation may be available will not relieve them from responsibility to estimate properly the difficulty or cost to perform the Work. Such examination does not require independent underground soil borings unless required elsewhere in the Contract Documents.

a. Subsurface Investigations.

Where the Trustees have made investigations of subsurface conditions and makes that information available to Design- Builder, such information is limited in scope to that which the Trustees actually encountered in the investigations and is included only for the convenience of Design-Builder.

The Trustees assume no responsibility whatsoever in respect to the sufficiency or accuracy of borings or of the log of test borings or other preliminary investigations or any interpretation of the above. There is no guarantee or warranty, either expressed or implied, that the conditions indicated are representative of those existing throughout the Site or that unforeseen conditions or developments may not occur. Making such information available to Design-Builder is not to be construed in any way as a waiver of this provision. Design-Builder must satisfy itself through its own investigations as to the actual conditions to be encountered.

b. Differing Site Condition.

During the progress of the Work, if Design-Builder encounters a subsurface or latent condition at the Site that is substantially different from those indicated in the Contract Documents or made available for examination, a differing Site condition may exist. Design-Builder shall immediately, in writing, notify the Architect, the Construction Administrator, and the Construction Inspector of the condition encountered. The Architect shall investigate the assertion of a differing Site condition by collecting the facts and applying the facts as expressed by the Architect to the appropriate provisions of the Contract Documents. If the Architect in the exercise of reasonable discretion determines that a differing Site condition exists and that the differing site condition directly results in extra Work, and if the Trustees concur, Design-Builder shall be entitled to a change order that shall compensate Design-Builder for the extra Work.

32.04 Clarification during Bidding

The Proposer shall examine the RFQ/RFP documents in preparing its proposal and shall report to the Construction Administrator any omissions, discrepancies, or errors found in the RFQ/RFP. Before the date of opening proposals, the Proposer shall submit a written request for clarification to the Construction Administrator who may give such clarification in the form of an addendum to all Proposers if time permits. Otherwise, in estimating the cost of the Project, the Proposer shall consider that any conflicts shall be governed by Article 37.01, Interpretation of Contract Requirements.

Proposers are advised that the time period for submitting a proposed product as “an equal” is no later than 35 Days after the award of Contract, unless otherwise specified in the Supplementary General Conditions (Public Contract Code section 3400).

Only the Construction Administrator is authorized to answer questions or prepare addenda relative to the Project. Information obtained verbally from any source has no contractual authority, may not be relied upon, and shall have no standing in any event that may occur.

The Proposer is required to acknowledge each addendum on the Cost Proposal Form. Therefore, Proposer is responsible for assuring receipt of all addenda. Proposer shall confirm all addenda with designated Trustees’ official one (1) Business Day prior to opening proposals.

32.05 Proposal Documents

Once the Trustees have completed the review of the responses to the RFQ and published the list of qualified proposers, the Trustees will issue an RFP to only the qualified proposers. In response to the requirements of the RFP, each Proposal will consist of two separate submittals, the cost proposal and the technical proposal.

Following are forms that Proposer shall tender with its Proposal:

a. Cost Proposal.

The Trustees will furnish a cost proposal package, which when completely filled out and executed by Proposer, may be submitted as its cost proposal. Cost Proposals not presented using the furnished cost proposal package shall be disregarded (Public Contract Code section 10764). Proposer may not transfer the cost proposal package to another Proposer and must submit it in the same name as is used on the Proposer’s license and prequalification.

Revised March 2026 - Page 6 of 63 pages

The Trustees’ cost proposal package contains a standard cost or fee proposal form that shall be used for Proposer’s proposal. Each proposal shall give the prices proposed in the manner required by the proposal and shall be signed by the Proposer or by the Proposer’s duly authorized representative, with its address and telephone number.

If an individual makes the proposal, the individual’s name, postal address, and telephone number must be shown.

If made by a partnership, a limited partnership, or other type of legally recognized partnership, the proposal shall have the signature of all partners, or an affidavit signed by all partners empowering one partner as an agent to act in their behalf and shall include the address and telephone number of the partnership.

A proposal submitted by a corporation, or a limited liability company (LLC), or other type of legally-recognized firm shall show the name of the state in which the firm is chartered, the name of the firm, its address and telephone number, and the title of the person who signs on behalf of the firm. The firm shall also submit a certified copy of the firm’s board action that identifies and authorizes the person who may sign and submit bids for the firm. The Trustees shall reject any proposal submitted that is not signed by the Proposer or by the Proposer’s duly authorized representative.

b. Listing of Trade Contractors.

Proposer is not required to submit a List of Proposed Trade Contractors with its proposal.

As soon as each trade contractor is selected, the successful Proposer shall submit it to the Trustees by adding it to and resubmitting the List of Subcontractors for Design-Build and Collaborative Design-Build Projects form 701.04A.DB/CDB. The Proposer shall list the following for each trade contractor that will perform Work or labor or render services for Design-Builder in excess of one-half of one percent of Design-Builder’s total GMP (Public Contract Code section 4100 et seq. and section 10708). For each alternative Proposer shall also list any trade contractor not included in the base contract Work trade contractor listing.

trade contractor’s name, California Contractors State License Board-issued license number, California Dept. of Industrial Relations Public Works Registration number, the location of the place of business, the portion of Work to be done by each trade contractor, and other requested information, Once the trade contractors are listed, the trade contractors shall have the rights provided in the Subletting and Subcontracting Fair Practices Act (Public Contract Code sections 4100 et seq.).

c. Proposer’s Bid Security.

No bid security is required for this Project.

32.06 Proposal Regulations

a. Submission of Proposals.

Proposers shall submit proposals as instructed in the RFP. It is the Proposer’s responsibility to ensure that its proposal is received in the proper time and location. Delays in timely receipt of the proposal caused by the United States or the Trustees’ mail system, independent carriers, acts of God, or any other cause shall not excuse late receipt of the proposal.

The Trustees shall return unopened any proposal received after the time specified in the RFP or in any addendum (Public Contract Code sections 4104.5 and 10766).

All proposals shall be submitted to the Trustees under sealed cover, shall be identified plainly as a proposal for the Project, and shall be addressed as directed in the RFP. The Trustees will disregard proposals not marked properly.

b. Withdrawal of Proposals.

Any proposer may withdraw its proposal at any time prior to the time fixed in the public notice for the opening of proposals, but only by a written request from the Proposer or its authorized representative. The request shall be executed by the Proposer or its authorized representative and filed with the Trustees. A request to withdraw a proposal that is communicated orally, either in person, or by the use of telegram or telephone, is not acceptable. The withdrawal of a proposal shall not prejudice the right of a Proposer to file a new proposal. This paragraph does not authorize the withdrawal of any proposal after the time of the public notice for the opening of proposals (Public Contract Code section 10767).

c. Public Opening of Cost Proposals.

Cost proposals will be publicly opened and read at the time and place indicated in the RFP. Proposers or their agents are invited to be present.

d. Rejection of Irregular Cost Proposals.

The Trustees may reject any cost proposal if it shows any alterations of forms, additions not called for, conditional proposals, incomplete proposals, unsigned proposals, erasures, or irregularities of any kind. If Proposer changes the proposal amount after the amount has been inserted, Proposer shall initial the change.

https://www2.calstate.edu/csu-system/doing-business-with-the-csu/capital-planning-design-construction/Documents/bd_list_of_trade_contractors_db_cdb_projects.docx

Revised March 2026 - Page 7 of 63 pages

e. Power of Attorney or Agent.

When an agent signs the proposal, a power of attorney shall either be on file with the Trustees before the opening of proposals or be submitted with the proposal. Failure to submit a necessary power of attorney may result in the rejection of the proposal as irregular and unauthorized. A power of attorney is not necessary in the case of a general partner of a partnership.

f. Waiver of Irregularities.

Trustees reserve the right to waive minor irregularities in proposals submitted.

32.07 Competitive Bidding

Proposer shall submit only one proposal. A party who has quoted prices on materials or Work to a Bidder is not thereby disqualified from quoting prices to other Bidders, or from submitting a bid directly for the materials or Work.

All Proposers are hereby notified that any collusive agreement fixing the prices to be bid in order to control or affect the awarding of this Contract may render void any Contract awarded under such circumstances. The Proposer, by act of submitting a proposal, certifies that in the preparation of the proposal, no bid was received by the Proposer from a bid depository, which depository, as to any portion of the Work prohibits, or imposes sanctions for, the obtaining by the Proposer, or the submission to the Proposer by an subcontractor or vendor or supplier of goods and services, of a bid outside the bid depository. The certification shall constitute a warranty, the falsity of which shall entitle the Trustees to pursue any remedy authorized by law and shall include the right at the option of the Trustees of declaring any Contract made as a result thereof to be void (Business & Professions Code section 16600 et seq.).

32.08 Mistake in Proposal

As required by Public Contract Code section 5100 et seq., a Proposer shall not be relieved of a proposal without consent of the Trustees, nor shall any change be made in a proposal because of mistakes. However, a Proposer may pursue relief of its proposal in accordance with section 5100 et seq. of the Public Contract Code.

32.09 Failure to be a Responsible Bidder

In order to be considered for award of a Contract, a Proposer must be a responsible bidder (Public Contract Code section 10780). To be responsible, a Proposer, in the judgment of the Trustees, must be sufficiently trustworthy and possessed of the requisite quality, fitness, capacity and experience to satisfactorily perform the Work (Public Contract Code section 1103).

Should the Trustees question the Proposer’s responsibility, the Proposer shall be given an opportunity to rebut any evidence of non-responsibility, and to present evidence of responsibility. The hearing shall be informal and may be conducted in whole or in part in writing by an individual appointed by the Trustees to hear the matter. A decision concerning the Proposer’s responsibility shall be mailed to the Proposer within ten (10) Days of the conclusion of the hearing.

32.10 California Company; Reciprocal Preference against Nonresident Contractors; Certification The Trustees shall grant a California company a reciprocal preference as against a nonresident contractor from any state that gives or requires a preference to be given contractors from that state on its public entity construction contracts. The amount of the reciprocal preference shall be equal to the amount of the preference applied by the state of the nonresident contractor who is the selected Proposer, except where the resident contractor is eligible for a California small business preference, in which case the preference applied shall be the greater of the two, but not both.

Each Proposer shall certify at the time of proposal opening that the Proposer qualifies as a “California company,” which means a business entity licensed in California on the date of bid opening and which is one of the following:

a. a business entity with its principal place of business in California,

b. an out-of-state contractor whose state does not provide a local contractor preference, or

c. an out-of-state contractor that has paid at least $5,000 in sales or use taxes in the immediately preceding five years.

If Design-Builder does not qualify as a California company, then it shall indicate the name of the state in which its principal place of business is, and the amount of the local contractor preference in that state (Public Contract Code section 6107).

32.11 Small Business Five Percent Proposal Advantage

The Trustees calculate the small business preference as a percentage of the highest technical proposal score. For bid evaluation purposes only, if the highest scoring proposer is a California certified small business, the only proposers eligible for the DVBE incentive will be California certified small businesses.

a. Preference for Small Businesses.

The Trustees shall give a small business proposal advantage of five percent of the highest technical proposal score to contracting firms that have been certified as a “Small Business” by the Office of Small Business & DVBE Services, in the Procurement Division of the Department of General Services. Reference Government Code section 14835 et seq., and Title 2, California Code of Regulations, section 1896 et seq. To receive the five percent advantage, the certified small businesses shall:

Revised March 2026 - Page 8 of 63 pages

(1) Submit with the proposal a completed form of “Request for Small Business Five Percent Preference – Certification” form 701.09;

(2) Be certified Small Business upon verification in accordance with California Code of Regulations, Title 2, section 1896.2, having applied for certification no later than 5:00 p.m. on the proposal due date;

(3) Submit a timely and responsive proposal;

(4) Be determined to be a responsible Proposer.

b. Preference for Non-small Businesses.

(1) Preference.

The application of the five percent small business bidding preference is also extended to any non-small business that commits to subcontracting at least 25% of the total phase 2 GMP amount to California certified small businesses and/or microbusinesses. To receive this preference the non-small business must satisfy the following criteria:

(a) Indicate in its proposal its commitment to subcontract at least 25% of the total phase 2 GMP amount with one or more small businesses [submit the “Request for Small Business Bidding Preference” form 701.09],

(b) Submit a timely and responsive proposal,

(c) Be determined to be a responsible Proposer, and

(d) Submit the California certified small businesses on the List of Subcontractors for Design-Build and

Collaborative Design-Build Projects form701.04-DB.CDB and specify the dollar amount of each small business subcontractor’s bid thereon.

(2) Failure to Subcontract with Listed Small Businesses.

Failure of the non-small business contractor to subcontract with the small businesses listed on its bid or follow the substitution provisions identified in herein, may be grounds for the Department of General Services to impose sanctions pursuant to Government Code section 14842.5 and California Code of Regulations section 1896.16.

In the event such sanctions are to be imposed, the contractor shall be notified in writing and entitled to a hearing pursuant to the California Code of Regulations, sections 1896.18 and 1896.20. Since the final project value may change based on savings and/or change orders, the total contractual SBE spend requirement for the purpose of determining the contractual participation requirement shall be calculated as the proposed participation incentive percentage multiplied by the value of the total phase 2 GMP, including all fees and mark-ups, and excludes of the entirety of the phase 1 agreement amount.

c. Trustees’ Reporting of Small Business Participation.

Responsive to direction from the State Legislature, the Trustees are seeking to report increased statewide participation of certified small businesses in contract awards. To this end, the successful Proposer shall inform the Trustees of any contractual arrangements with subcontractors, consultants or suppliers that are certified small businesses.

32.12 Disabled Veteran Business Enterprise Participation Requirement and Incentive California state law requires that its state agencies achieve three (3) percent participation for disabled veteran business enterprises (DVBE) in state contracts. Failure of Design-Builder to achieve three (3) percent DVBE participation on this Project will cause the Trustees to assess a penalty in accordance with the Contract Documents. The Design-Builder shall comply with rules, regulations, ordinances, and statutes that apply to the California Disabled Veteran Business Enterprise Program as defined in Section 999 of the Military and Veterans Code, including, but not limited to, the requirements of subdivision (d) of Section 999.5 of the Military and Veterans Code.

The successful Proposer understands and agrees that the DVBEs identified on the List of Subcontractors for Design-Build and Collaborative Design-Build Projects form 701.04A.DB/CDB may only be replaced by another DVBE, and that the Trustees and the Department of General Services (DGS) must approve the substitution. DVBE subcontractors may only be awarded work if they are the lowest responsive bidder (or highest scoring bidder if the subcontractor is design-build/assist and selected using qualification-based selection). The Design-Builder may not assign points or use “bid leveling” to award trade packages to DVBEs that are not the lowest responsible bidder. Trustees will document changes to the scope of Work that impact the DVBEs identified in the GMP by Contract Change Order and will provide their decision on DVBE substitutions in writing via the subcontractor substitution process per Public Contract Code section 4100. DVBE suppliers, manufacturers, service providers, and other DVBEs that are not licensed contractors shall be listed on the expanded list of subcontractors once they are identified to be used on the project.

(1) Failure of Design-Builder to seek substitution for DVBE subcontractors and adhere to the DVBE participation level identified in its Proposal may be cause for Contract termination, recovery of damages under rights and remedies due the State, and penalties as outlined in Military and Veterans Code section 999.9, Public Contract Code section

10115.10 or section 4110, and California Code of Regulations, section 1896.73. In accordance with section 999.5 of http://www.calstate.edu/cpdc/cm/forms/bid/bd_list_of_trade_contractors_db_cdb_projects.docx https://www2.calstate.edu/csu-system/doing-business-with-the-csu/capital-planning-design-construction/Documents/bd_list_of_trade_contractors_db_cdb_projects.docx

Revised March 2026 - Page 9 of 63 pages the Military and Veterans Code, a person or entity that knowingly provides false information shall be subject to a civil penalty for each violation in the minimum amount of two thousand five hundred dollars ($2,500) and the maximum amount of twenty-five thousand dollars ($25,000).

a. Special Definitions

(1) “Disabled veteran” as used herein, means a veteran of the military, naval or air service of the United States, including, but not limited to, the Philippine Commonwealth Army, the Regular Scouts, “New Scouts,” and who has at least a ten (10) percent service-connected disability and who is domiciled in the State of California.

(2) “Disabled veteran business enterprise contractor, subcontractor, or supplier” means any person or entity that has been certified by the Office of Small Business & DVBE Services and that performs a “commercially useful function,” as defined below, in providing services or goods that contribute to the fulfillment of the contract requirements:

(a) A person or an entity is deemed to perform a “commercially useful function” if a person or entity does all of the following:

(i) is responsible for the execution of a distinct element of the Work of the contract;

(ii) carries out the obligation by actually performing, managing, or supervising the Work involved;

(iii) performs Work that is normal for its business services and functions; is responsible, with respect to products, inventories, materials, and supplies required for the Contract, for negotiating price, determining quality and quantity, ordering, installing, if applicable, and making payment; and

(iv) is not further subcontracting a portion of the Work that is greater than that expected to be subcontracted by normal industry practices.

(b) A contractor, trade contractor, or supplier will not be considered to perform a “commercially useful function” if the contractor’s, subcontractor’s, or supplier’s role is limited to that of an extra participant in a transaction, contract, or project through which funds are passed in order to obtain the appearance of disabled veteran business enterprise participation.

(c) Equipment Brokers

(i) A DVBE that rents equipment to the Trustees shall be deemed an equipment broker, unless one or more disabled veterans have 51-percent ownership of the quantity and the value of each piece of equipment. If the equipment is owned by one or more disabled veterans, each disabled veteran owner shall, prior to performance under any contract, submit to the Trustees a declaration signed by the disabled veteran owner stating that the owner is a disabled veteran and providing the name, address, telephone number, and tax identification number of the disabled veteran owner.

(ii) A DVBE that rents equipment to the Trustees shall, prior to performing the contract, submit to the Trustees a declaration signed by each disabled veteran owner and manager of the enterprise stating that the enterprise obtained the contract by representing that the enterprise was a DVBE meeting and maintaining all of the requirements of a DVBE. The declaration shall include the name, address, telephone number, and tax identification number of the owner of each piece of equipment identified in the contract.

(iii) State funds expended for equipment rented from equipment brokers pursuant to contracts awarded under this section shall not be credited toward the DVBE participation requirement.

(iv) A DVBE that is a broker or agent and that obtains a contract pursuant to these provisions shall, prior to performing the contract, disclose to the Trustees that the business is a broker or agent. The disclosure shall be made in a declaration signed and executed by each disabled veteran owner and manager of the enterprise, declaring that the enterprise is a broker or agent, and identifying the name, address, and telephone number of the principal for whom the enterprise is acting as a broker or agent.

(3) (a) DVBE as used herein, means a business concern certified by the Office of Small Business & DVBE Services as meeting all of the following:

(i) The business is:

at least 51 percent owned by one or more disabled veterans, or in the case of a publicly owned business, at least 51 percent of its stock is unconditionally owned by one or more disabled veterans;

a subsidiary that is wholly owned by a parent corporation, but only if at least 51 percent of the voting stock of the parent corporation is unconditionally owned by one or more disabled veterans; or a joint venture in which at least 51 percent of the joint venture’s management, control and earnings are held by one or more disabled veterans.

(ii) The business is one or more disabled veterans who manage and control the daily business operations. The disabled veterans who exercise management and control are not required to be the same disabled veterans as the owners of the business.

Revised March 2026 - Page 10 of 63

(iii) The business is a sole proprietorship, corporation, or partnership with its home office located in the United States, which is not a branch or subsidiary of a foreign corporation, foreign firm or other foreign-based business.

(b) Notwithstanding subdivision (3)(a), after the death or the certification of a permanent medical disability of a disabled veteran who is a majority owner of a business that qualified as a DVBE prior to that death or certification of a permanent disability, that business shall be deemed to be a DVBE for a period not to exceed three years after the date of that death or certification of a permanent medical disability, if the business is inherited or…