00 52 96 Agreement (Rev. 07/30/2026) Page 1 of 8

00 52 96 COUNTY AGREEMENT NUMBER XXXXX

CONTRACT WITH XXX FOR

PROGRESSIVE DESIGN-BUILD OF

ROSECRANS PROPERTY DEVELOPMENT

This agreement (“Agreement”) is made and entered into on _____________, 20XX by and between the County of San Diego, a political subdivision of the State of California (“County”), and XXX, a California corporation (“Contractor”), with reference to the following facts:

RECITALS

A. The County, by action of the Board of Supervisors on May 19, 2026, Minute Order No. 12, authorized the Director of Purchasing and Contracting to award a Progressive Design Build contract for ROSECRANS PROPERTY DEVELOPMENT, San Diego, California (“Project”).

B. Contractor is specially trained and possesses certain skills, experience, education and competency to perform the work described herein.

C. On XX, the County issued Request for Proposals No. XXXX. Contractor submitted a timely and responsive proposal on or before the deadline of XX, at XX:00 p.m.

D. On XX, the County issued a notice of intent to award the contract to Contractor. No protests pursuant to Board Policy A-97 have been filed within the time required by law.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

INCORPORATION OF RECITALS

The Recitals set forth above are incorporated into and made a part of this Agreement by this reference.

DEFINITIONS

Unless otherwise specified, all capitalized terms in this Agreement shall have the meaning ascribed to them in the General Conditions.

ARTICLE 1 WORK

Contractor shall provide all Work required by the Contract Documents. Contractor agrees to do additional work arising from changes ordered by the County pursuant to the General Conditions.

The Work will be performed in a Base Scope and potentially one or more Contract Options. The Base Scope and each Contract Option will have phases identified as follows:

Phase 1 Pre-Construction Services

Phase 2 Construction

ARTICLE 2 OPTION

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2.1 PHASE 2 CONSTRUCTION IS AN OPTION

2.1.1 The County in its sole discretion may require the performance of the Work under Phase 2 by exercising its option, in writing, directing the Contractor to proceed with performance under Phase 2. The option for Phase 2 may be exercised at any time after the notice to proceed is issued for Phase 1, but no earlier than the Phase 1 Time less the Design/Construction Overlap Duration, nor later than 180 calendar days after the completion of Phase 1. Additionally, the County will not exercise its option for Phase 2 until and unless Contractor submits the signed Warranty Letter in the form attached hereto.

2.1.2 At County’s sole discretion, the Work under Phase 2 may be further divided into phasing component options that the County may exercise independently.

2.2 CONTRACTUAL OFF-RAMP

If County does not exercise its option for Phase 2, County may, without limitation, do any or all of the following:

2.2.1 Require the Contractor to complete 100% Construction Documents, including without limitation, signed and sealed drawings, specifications, and reports;

2.2.2 Require the Contractor to obtain all applicable permits from Authorities Having Jurisdiction

(AHJ).

2.2.3 Solicit proposals to complete the Project from other firms that responded to the Project’s Request for Proposals (RFP).

2.2.4 Upon making a written determination that it is in the best interest of the County, formally solicit proposals from other design-build entities and award a contract thereto based on best value.

2.2.5 Require the Design Professionals to provide Construction Administration at the price identified on Contractor’s submitted Price Proposal, as defined in the RFP.

ARTICLE 3 CONTRACT DOCUMENTS

“Contract Documents” means the

• 00 11 19 Request For Proposals XXXXX,

• 00 11 19.01 Precontract Addenda,

• 00 42 53 Contractor’s Proposal dated XXXXX,

• 00 42 53.01 Precontract Proposal Revisions,

• 00 52 96 County Agreement Number XXXXX,

• 00 54 01 Construction Contract Addendum for BHCIP Grant

• 00 54 13 Scope of Work,

• 00 55 00 Notice To Proceed,

• 00 61 13.13 Performance Bond, 00 52 96 Agreement (Rev. 07/30/2026) Page 3 of 8

• 00 61 13.16 Payment Bond,

• 00 62 76 Application for Payment Form,

• 00 63 36 Field Orders,

• 00 63 63 Change Orders,

• 00 65 16 Certificate of Substantial Completion,

• 00 65 19.19 Consent of Surety to Final Payment Form,

• 00 65 36 Warranty Letter,

• 00 72 95 General Conditions,

• 00 73 16.01 Insurance Requirements for Preconstruction

• 00 73 16.02 Insurance Requirements for Construction

• General Requirement Specifications (i.e., Construction Specifications Institute (CSI) MasterFormat Division 01) prepared by County

• Technical Specifications (i.e., CSI MasterFormat Divisions 02 through 48)

• Drawings, and

• All other documents identified in this Agreement that together form the contract between County and Contractor for the Work (the “Contract”).

The Contract constitutes the complete agreement between the County and Contractor and supersedes any previous agreements or understandings.

ARTICLE 4 PHASE 1 AND PHASE 2 SUMS

4.1 PHASE 1 SUMS

4.1.1 Subject to the provisions of the Contract Documents, County shall pay Contractor the sums specified for the respective deliverables specified in the Price Proposal of the 00 42 53 Contractor’s Proposal dated XX, up to the following, each a “Phase 1 Sum”:

4.1.1.1 Base Scope Behavioral Health Wellness Campus, Phase 1 Sum $XX

4.1.2 The Contract Sum on the date of the notice to proceed is the Phase 1 Sum.

4.2 PHASE 2 SUMS

4.2.1 If the County exercises its option for Phase 2, the County shall pay to Contractor for the performance of the Construction Work the sum of the Contractor’s Fee plus the Direct Pass-Through Costs plus the portion of an Allowance the Contractor has earned, if any, plus the portion of the County Controlled Contingency the Contractor has earned, if any (“Phase 2 Sum”).

4.2.2 Upon issuance of the notice to proceed for Phase 2, the Contract Sum will be revised to be the Phase 1 Sum, as modified by any Change Order, and the Phase 2 Sum.

4.2.3 In no event shall the Direct Pass-Through Cost include any costs included in the Contractor’s Fee, as defined in the General Conditions. Unless authorized by a properly executed and County-approved change to the Subcontractors’ work pursuant to the

00 52 96 Agreement (Rev. 07/30/2026) Page 4 of 8

General Conditions that would entitle a Subcontractor to additional compensation for which County is responsible, County shall not pay any additional sum for the Subcontractors’ work.

4.3 BUDGET NOT-TO-EXCEED

4.3.1 The total of the Phase 1 Sum and the Phase 2 Sum may not exceed the following, each a “Budget Not-To-Exceed” or “Budget NTE”:

4.3.1.1 Base Scope Behavioral Health Wellness Campus, Budget NTE $212,000,000.00

4.3.2 The County does not represent that the Budget NTE will be reached, and Contractor’s right of recovery shall be limited to the Contract Sum pursuant to the provisions of this Agreement.

4.4 CONTRACT OPTIONS FOR EXTRA WORK

Per the section titled, “Contract Options,” of the 00 72 95 General Conditions, the County may require Contractor to perform, at the County’s sole option, one or more Contract Options for extra work and materials.

ARTICLE 5 CONTRACT TIME

5.1 PHASE 1

5.1.1 Contractor shall commence the Work for Phase 1 on the date specified in the notice to proceed for Phase 1 and fully complete the Work within the following, each a “Phase 1 Time”:

5.1.1.1 Base Scope Behavioral Health Wellness Campus, Phase 1 Time 458 calendar days

5.1.2 The Contract Time on the date of the notice to proceed is the Phase 1 Time.

5.2 PHASE 2

5.2.1 The Contractor shall commence the Work for Phase 2 on the date specified in the notice to proceed for Phase 2 and fully complete the Work for Phase 2 within the following, each a “Phase 2 Time”.

5.2.1.1 Base Scope Behavioral Health Wellness Campus, Phase 2 Time 853 calendar days

5.2.2 Upon issuance of the notice to proceed for Phase 2, the Contract Time will be revised to be number of days calculated from the date specified on the Phase 1 notice to proceed, as modified by any Change Order, to the date of the notice to proceed for Phase 2 plus the Phase 2 Time. If the County, in its sole discretion, allows a Design/Construction Overlap Duration, the resulting Contract Time savings will be negotiated during Phase 1 Preconstruction.

5.3 By signing this Agreement, Contractor represents to the County that the Contract Time for each Phase is reasonable for completion of the Work for that Phase and that Contractor will complete the Work within the Contract Time.

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ARTICLE 6 LIQUIDATED DAMAGES

6.1.1 Time is of the essence. If Contractor fails to complete the Work within the Contract Time, Contractor shall pay to the County, as liquidated damages and not as a penalty, the sum of the following for each day after the expiration of the Contract Time that the Work remains incomplete:

6.1.1.1 Base Scope Behavioral Health Wellness Campus, Liquidated Damages of $22,986.89 per day

6.1.2 After Substantial Completion, the rate for liquidated damages shall be reduced to the sum of the following.

6.1.2.1 Base Scope Behavioral Health Wellness Campus, Liquidated Damages of $3,147.50 per day

6.1.3 The County and Contractor agree that if the Work is not completed within the Contract Time, the County’s damages would be extremely difficult or impracticable to determine and that the aforesaid amounts are reasonable estimates of and reasonable sums for such damages.

6.1.4 The County may deduct any liquidated damages due from Contractor from any amounts otherwise due to Contractor under the Contract Documents.

6.1.5 This article shall apply to both Phase 1 Pre-Construction Services and Phase 2 Construction.

6.1.6 This article shall not limit any right or remedy of the County in the event of any other default of Contractor other than failing to complete the Work within the Contract Time.

6.1.7 This article is in accordance with California Government Code § 53069.85.

ARTICLE 7 COMPENSABLE DELAY

7.1 PHASE 1

If Contractor is entitled to an increase in the Phase 1 Sum as a result of a Compensable Delay, determined pursuant to the General Conditions, the Phase 1 Sum will be increased by the sum of the following for each day for which such compensation is payable, each a “Compensable Delay Daily Rate”. This section will only apply to the extent that Contractor fulfills requisites proving entitlement to Compensable Delay damages.

7.1.1 Base Scope Behavioral Health Wellness Campus, Phase 1 Compensable Delay Daily Rate of $7,985.81 per day

7.2 PHASE 2

If Contractor is entitled to an increase in the Phase 2 Sum as a result of a Compensable Delay, determined pursuant to the General Conditions, the Phase 2 Sum will be increased by the following for each day for which such compensation is payable (“Compensable Delay Daily Rate”).

This section will only apply if the County exercises its option for Phase 2, and only to the extent that Contractor fulfills requisites proving entitlement to Compensable Delay damages.

7.2.1 Base Scope Behavioral Health Wellness Campus, Phase 2 Compensable Delay Daily Rate of $19,826.36 per day

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ARTICLE 8 DUE AUTHORIZATION

The person or persons signing this Agreement on behalf of Contractor hereby represent and warrant to County that this Agreement is duly authorized, signed, and delivered by Contractor.

ARTICLE 9 CONTRACTOR’S REPRESENTATIONS

9.1 Without superseding, limiting, or restricting any other representation or warranty set forth elsewhere in the Contract Documents, or implied by operation of law, Contractor makes the following representations to the County:

9.1.1 Contractor accepts the relationship of trust and confidence with the County established by the Contract Documents. Contractor will cooperate with the County.

9.1.2 Contractor has carefully examined the site of the Project, to the extent available, and the adjacent areas, has suitably investigated the nature and location of the Work and has satisfied itself as to the general and local conditions which will be applicable, including but not limited to: (i) conditions related to site access and to the transportation, disposal, handling and storage of materials; (ii) the availability of labor, water, power and roads; (iii) normal weather conditions; (iv) observable physical conditions at the site and existing site conditions including: size, utility capacities and connection options of external utilities; (v) the surface conditions of the ground and (vi) the character and availability of the equipment and facilities which will be needed prior to and during the performance of Work.

9.1.3 Contractor has suitably reviewed documentation furnished by the County in the Information Available to Proposers.

9.1.4 All labor, services, materials, equipment and furnishings incorporated into or used as part of the Construction Work will be of good quality, new (unless otherwise required or permitted by the Contract Documents), and free of liens, claims, and security interests of third parties. If required by the County, Contractor will furnish satisfactory evidence as to the kind and quality of the materials, equipment and furnishings.

9.1.5 The Work will be of good quality and free of defects and will conform with the requirements of the Contract Documents. Work not conforming to the requirements of the Contract Documents, including substitutions in design or construction not specifically approved or authorized by the County in advance, may be considered defective.

9.1.6 All project construction cost estimates provided by the Contractor for the Work will be complete and accurate, will incorporate the cost for the means and methods required to complete the Work, and will incorporate the cost for all schedule constraints shown in the Contract Schedule necessary to complete the work within the Contract Time.

ARTICLE 10 CONTRACTOR’S REPRESENTATIVE

10.1 Contractor designates the following person as its representative for the Project (“Contractor’s Representative”):

(Insert Contractor’s Representative Information)

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10.2 Contractor’s Representative will administer this Agreement, will be the onsite point of contact for Contractor, and will be responsible for oversight of the Project.

10.3 The Contractor’s Representative is authorized to execute Change Orders on behalf of Contractor.

10.4 Except as otherwise provided in the Contract, Contractor shall issue all communications to the County through the Contractor’s Representative.

ARTICLE 11 CONTRACTING OFFICER’S REPRESENTATIVE

11.1 The County designates the following person as its representative for the Project (“Contracting Officer’s Representative”):

Mark Zabonik, Project Manager Department of General Services 5560 Overland Avenue, Suite 410 San Diego, CA 92123 Phone: 858-357-7281 Email: mark.zabonik@sdcounty.ca.gov

11.2 The Contracting Officer’s Representative will administer this Contract by chairing progress meetings with Contractor, receiving and approving Contractor invoices for payment, auditing and inspecting Contractor’s records, and providing other information as required.

11.3 Other than changes to the Contract Sum and Contract Time issued as part of a properly executed Change Order to this Contract, the Contracting Officer’s Representative does not have authority to change the terms and conditions of the 00 52 96 Agreement or 00 72 95 General Conditions.

11.4 Except as otherwise provided in the Contract or subsequently identified in writing by the County, the County shall issue all communications to Contractor through the Contracting Officer’s Representative, and Contractor shall issue all communications to the County through Contracting Officer’s Representative in a written document delivered to Contracting Officer’s Representative.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

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THIS AGREEMENT is entered into by County and Contractor as of the date set forth above.

COUNTY OF SAN DIEGO

By:

MAGGIE RAMSBERGER, Acting Director

Department of Purchasing and Contracting

[INSERT NAME OF COMPANY]

Print Name

Print Title

Date

APPROVED AS TO FORM AND LEGALITY

COUNTY COUNSEL

Senior Deputy

Print Name

Print Title

Date

Note: Provide proof (resolution from corp.’s board, etc.) that person who signs contract is authorized to sign, or, if Contractor is a Calif. corp., one signature from each of the following two groups:

• Executive Group: President, Vice-president or Chairman of Board; and

• Management Group: Secretary, Assistant Secretary, Assistant Treasurer or Chief Financial Officer. (Corp. Code § 313.)]

ATTACHMENT I CONSTRUCTION CONTRACT ADDENDUM

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ATTACHMENT I

CONSTRUCTION CONTRACT ADDENDUM

This Construction Contract Addendum (this “Addendum”) is made this _________ day of ________________, ____, by and between County of San Diego, a political subdivision of the State of California, acting through its Department of Behavioral Health Services (the “Owner”), and __________________ (the “Contractor”).

RECITALS

A. The Owner and Advocates for Human Potential, Inc., a Massachusetts corporation (“AHP”), acting as program administrator for the State of California (“State”) Department of Health Care Services, a public agency of the State of California (“DHCS”), have entered into that certain Program Funding Agreement dated [companySignerDateField_yjgNvlL] (the “Agreement”), pursuant to which Owner was allocated funds (“Program Funds”) pursuant to the Behavioral Health Continuum Infrastructure Program (“BHCIP”) for the purposes of developing the project located at 3851 Rosecrans Street, San Diego, CA 92110 (the “Project”).

B. Owner and Contractor have entered into a construction agreement dated ______________, under which Contractor has agreed to undertake construction work on the Project (the “Contract”).

C. Owner and Contractor wish to modify and add to the terms of the Contract as set forth in this Addendum, and Contractor agrees to be bound by the following provisions in the construction of said Project, in order to provide for certain terms required by AHP as a condition of providing the Program Funds for the Project. It is a condition to AHP providing the Program Funds that the Contractor agrees to be bound by the terms hereof.

NOW, THEREFORE, Owner and Contractor hereby agree as follows:

1. OWNER’S OBLIGATIONS. Owner agrees that any obligation imposed on Contractor by this Addendum does not waive, diminish, or alter any of Owner’s obligations to AHP under the Agreement, and that the obligations of Contractor to AHP contained herein are in addition to those obligations of Owner to AHP or DHCS contained in the Agreement. Owner shall be solely responsible for satisfying its obligations to Contractor under the Contract.

2. CONSENT TO ASSIGNMENT OF DEVELOPMENT RIGHTS. Contractor consents to the assignment of its Contract with Owner to AHP, upon demand by AHP and written approval from DHCS, and to any subsequent assignment of the Contract by AHP at the election of AHP. Contractor agrees that if there is a breach of the Agreement or any other Event of Default (as the term may be defined in the Agreement), AHP may elect to enforce the assignment and take over the Contract. Contractor agrees to continue to perform its obligations under the Contract and this Addendum for the benefit and account of AHP in the same manner as if performed for the benefit and account of Owner in the absence of the assignment at no additional cost to AHP, as long as Contractor has received and continues to receive the compensation called for under the Contract. Contractor agrees that AHP shall not have any obligation under the Contract until AHP notifies it in writing of AHP’s election to accept the assignment. DHCS shall not provide its written approval to AHP without first consulting with the Sponsor about AHP’s request.

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3. ASSIGNMENT OF SUBCONTRACTS. Contractor hereby consents to the assignment to AHP of all its interest in all subcontracts and agreements now or hereafter entered into by Contractor for performance of any part of the construction work required to be performed under the Contract. The assignment will be effective upon acceptance by AHP in writing and only as to those subcontracts and agreements which AHP designates in writing. After obtaining DHCS written approval, AHP may accept said assignment at any time during the course of the construction work required to be performed under the Contract and prior to final completion of construction work required to be performed under the Contract in the event of a suspension or termination of Contractor’s rights under the Contract. Such assignment is part of the consideration to Owner for entering into the Contract with Contractor and may not be withdrawn prior to final completion of construction work required to be performed under the Contract. Contractor agrees that any subcontract entered by and between Contractor and a subcontractor in connection with the Contract or performance of the construction work required to be performed under the Contract shall expressly provide that such subcontract shall be assignable to AHP and that AHP subsequently may assign such subcontract. DHCS shall not provide its written approval to AHP without first consulting with the Sponsor about AHP’s request.

4. COMMENCEMENT AND COMPLETION OF CONSTRUCTION. Contractor must begin construction of the Project by the date set for the commencement of construction in the Contract.

Contractor must diligently prosecute construction of the Project to completion and must complete construction of the Project by the completion date set forth in the Contract. Incorporated herein are the Scope of Work, Performance Milestones, and Payment Schedule from the Agreement.

5. CONSTRUCTION BONDS. Upon execution of the Contract and prior to commencement of construction, unless otherwise approved by AHP or DHCS each in their sole discretion, Contractor must obtain a labor and material (payment) bond and a performance bond, or a dual bond which covers both payment and performance obligations, with respect to the construction of the Project in a penal sum each of not less than one hundred percent (100%) of the scheduled cost of construction. Such bonds must be issued by a company which is authorized to transact surety insurance in California and which has assets exceeding its liabilities in an amount equal to or in excess of the bond amount. The bonds must name AHP and DHCS as co-obligees. Owner shall provide to AHP a copy of any and all such payment and performance bonds prior to commencement of the construction work required to be performed under the Contract.

6. CONTRACT WORK. Contractor warrants and represents that it is licensed or otherwise authorized to perform the construction work specified in the Contract in the State of California. All construction work must be performed by persons or entities licensed or otherwise authorized to perform the applicable construction work in the State of California. Contractor shall insert similar provisions in all subcontracts for work for the Project.

7. QUALITY OF WORK. Contractor must construct the Project in conformance with the plans and specifications and any modifications thereto approved by AHP. Contractor must construct the Project according to general industry standards and shall employ building materials of a quality suitable for the requirements of the Project and conforming to general industry standards. Contractor must construct the Project in full conformance with applicable local, state, and federal statutes, regulations, and building and housing codes.

The parties acknowledge that AHP and DHCS are under no duty to review the Plans and Specifications or to inspect construction of the Project. Any review or inspection undertaken by AHP or

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DHCS of the Project is solely for the purpose of determining whether Owner and Contractor are properly discharging their obligations, and should not be relied upon by Owner, Contractor, or any third parties as a warranty or representation by AHP or DHCS as to the quality of the design or construction of the Project.

8. ADDITIONS OR CHANGES IN WORK. AHP must be notified, no later than thirty (30) days after the execution of a change order by and between Owner and Contractor, of any changes in the work required to be performed under the Contract or this Addendum, including any substantial additions, changes, or deletions to the approved plans and specifications, which exceeds One Hundred Thousand Dollars ($100,000). Contractor shall not allow subcontractors to mark-up any change order by more than fifteen percent (15%). Contractor shall provide AHP and Owner with an updated budget and schedule prior to the commencement of construction at the Project and at fifty percent (50%) completion of the Project showing all changes from the budget and schedule prepared prior to the issuance of the notice to proceed to Contractor.

9. SITE INSPECTIONS. Contractor shall permit and facilitate in person and remote observation and inspection of work at the job site by AHP and DHCS and their agents and by public authorities during reasonable business hours.

10. AUDITS. Contractor must make available for examination at reasonable intervals and during normal business hours to AHP and DHCS’s representatives all books, accounts, reports, files, and other papers or property with respect to all matters covered by the Contract and this Addendum, and must permit these representatives to audit, examine, and make copies, excerpts, or transcripts from such records.

11. NONDISCRIMINATION. Contractor may not discriminate against any employee or applicant for employment on the basis of race, color, religion, sex, sexual preference, national origin, AIDS or AIDS-related conditions, or disability in any phase of employment during construction.

Contractor agrees to post in conspicuous places, available to all employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

12. PREVAILING WAGES. All workers performing construction work for the Project employed by Contractor and by any of its subcontractors must be compensated in an amount no less than the general prevailing rate of per diem wages as determined by the California Department of Industrial Relations under California Labor Code section 1770 et seq. and implementing rules and regulations.

Contractor must comply with, and must ensure that its subcontractors comply with, all reporting and recordkeeping requirements of the applicable prevailing wage statutes and regulations.

In the event of underpayment of wages by Contractor or by any subcontractor employed on the Project, AHP, in addition to other rights and remedies afforded by this Agreement, may: (1) demand that any underpaying employer comply with these requirements; (2) demand that the underpaying employer pay the difference between the prevailing wage rate and the amount actually paid to workers; (3) withhold and/or pay any Program Funds as necessary to compensate workers the full wages required under this Agreement; and/or (4) pursue any lawful administrative or court remedy to enforce these requirements against the underpaying employer. Any underpaying employer shall comply with a demand to pay any amounts due under this section within ten (10) calendar days of the demand.

Contractor must include the prevailing wage requirement in all subcontracts for work on this Project and must specify that AHP and DHCS are intended third-party beneficiaries of such provisions.

Contractor must take reasonable measures to monitor and enforce the prevailing wage requirements

I-4 imposed on its subcontractors, including withholding payments to those subcontractors who violate these requirements. In the event that Contractor fails to take the above measures, Contractor shall be liable for the full amount of any underpayment of wages, plus costs and attorneys’ fees, as if Contractor was the actual employer.

13. INSURANCE COVERAGE. Contractor must have in full force and effect during the complete course of construction of the Project, insurance, providing coverage in the types and amounts set forth below:

13.1 Workers’ compensation insurance as required by the State of California.

13.2 Comprehensive automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including on-site and off-site operations, and owned, non-owned, or hired vehicles, with One Million Dollars ($1,000,000) combined single limits.

13.3 Commercial general liability insurance of not less than One Million Dollars ($1,000,000) per occurrence with an annual aggregate limit of Five Million Dollars ($5,000,000) for bodily injury and property damage liability combined. Such insurance can be provided pursuant to a combination of a commercial general liability insurance policy and an umbrella policy. The commercial general liability insurance policy shall cover liabilities arising out of premises, operations, independent contractors, products, completed operations, personal and advertising injury, and liability assumed under an insured agreement. The commercial general liability insurance shall apply to each insured against whom claim is made or suit is brought subject to the Sponsor’s limit of liability.

14. NON-LIABILITY OF OFFICIALS, EMPLOYEES, AND AGENTS. No director, officer, official, employee, consultant, or agent of AHP or DHCS shall be personally liable to Contractor for any obligation created under the terms of the Contract or this Addendum except in the case of actual fraud or willful misconduct by such person.

15. INDEMNITY. Notwithstanding the insurance requirements herein, Contractor hereby indemnifies, defends, and holds AHP, DHCS, and their respective directors, officers, officials, employees, consultants, and agents (collectively, the “Indemnified Parties”), harmless against any losses, damages, liabilities, claims, demands, judgments, actions, court costs, and legal or other expenses (including reasonable attorneys’ fees) which an Indemnified Party may incur as consequence of Contractor’s failure to perform any obligations as and when required by the Contract or this Addendum, any act or omission by Contractor or its subcontractors with respect to the Project, or any failure of any of Contractor’s representations or warranties to be true and complete, except to the extent such losses are caused by the negligence or willful misconduct of the Indemnified Party. Contractor shall pay immediately upon the Indemnified Party’s demand any amounts owing under this indemnity. The duty of Contractor to indemnify includes the duty to defend the Indemnified Party in any court action, administrative action, or other proceeding brought by any third party arising from the Project or the Contract or this Addendum.

Contractor’s duty to indemnify the Indemnified Party shall survive the term of the Contract.

16. HAZARDOUS MATERIALS. Neither Contractor nor any of its subcontractors may use the real property upon which the Project is to be constructed (the “Project Property”) or allow the Project Property to be used for the generation, manufacture, storage, disposal, or release of Hazardous Materials.

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Contractor shall immediately notify AHP and Owner in writing of: (a) the discovery of any concentration or amount of Hazardous Materials on or under the Project Property requiring notice to be given to any governmental agency under Hazardous Materials Laws; (b) any knowledge by Contractor that the Project Property does not comply with any Hazardous Materials Laws; (c) the receipt by Contractor of written notice of any Hazardous Materials claims; and (d) the discovery by Contractor of any occurrence or condition on the Project Property or on any real property located within 2,000 feet of the Project Property that could cause the Project Property to be designated as a “hazardous waste property.”

17. NOTICES; NOTICE OF DEFAULT TO AHP. If at any time after the execution of the Contract it shall become necessary or convenient for Contractor to serve any notice, demand, or communication upon AHP, such notice, demand or communication shall be in writing provided in accordance with the notice requirements of the Agreement. Contractor shall give AHP prior or concurrent written notice of any default or breach claimed by Contractor against Owner or any other party under the Contract. The notice shall describe the default and give AHP the option to cure said default within thirty

(30) calendar days. No termination of the Contract by Contractor shall be binding unless AHP has been given the required notice and has not cured the default within thirty (30) calendar days.

18. REMEDIES. The parties hereto agree that AHP, while not a party to the Contract, is an intended third-party beneficiary of the obligations imposed on Contractor in this Addendum. In the event of any breach or violation of any agreement or obligation of Contractor under the Contract or this Addendum, AHP may proceed with any of the following remedies:

18.1 Bring an action in equitable relief seeking the specific performance by Contractor of the terms and conditions of the Contract or this Addendum and/or enjoining, abating, or preventing any violation of said terms and conditions;

18.2 Order immediate stoppage of construction and demand that any condition leading to the default be corrected before construction may continue;

18.3 Enter the Project Property and take any actions necessary in its judgment to complete construction of the Project as permitted under the assignment of development rights;

18.4 Suspend disbursement of Program Funds for the Project until the breach or violation is corrected, or, if Owner had any concurrent obligation to perform on or ensure performance on the breached obligation, cancel the Program Funds commitment made to Owner and terminate AHP’s obligation to disburse Program Funds to Owner;

18.5 Terminate the Contract; or

18.6 Pursue any other remedy allowed in law or equity.

19. GOVERNING LAW. This Addendum shall be interpreted under and be governed by the laws of the State of California, except for those provisions relating to choice of law and those provisions preempted by federal law.

20. DEFINITIONS. Capitalized terms not defined in this Addendum shall have the same meaning as defined in the Agreement.

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21. ATTORNEYS’ FEES AND COSTS. In the event any legal action is commenced to interpret or to enforce the terms of this Addendum, the prevailing party in any such action shall be entitled to recover all reasonable attorneys’ fees and costs incurred in such action.

22. TIME. Time is of the essence in the performance of this Addendum by Contractor.

23. CONSENTS AND APPROVALS. Any consent or approval required under this Addendum shall not be unreasonably withheld, delayed, or conditioned.

24. BINDING UPON SUCCESSORS. All provisions of this Addendum shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors-in-interest, transferees, and assigns of each of the parties; provided, however, that this section does not waive the prohibition on assignment of this Addendum by Contractor without AHP’s consent.

25. RELATIONSHIP OF CONTRACTOR AND AHP. Contractor understands that neither AHP nor DHCS undertakes or assumes any responsibility or duty to Contractor or to any third party. The relationship of Contractor and AHP and DHCS for this Project shall not be construed as a joint venture, equity venture, or partnership. AHP shall have no obligation to any party under the Contract but is an intended third-party beneficiary of the obligations under this Addendum. Contractor shall have no authority to act as an agent of AHP or DHCS or to bind AHP or DHCS to any obligation.

26. ASSIGNMENT. Contractor may not assign any of its interests under the Contract or the Addendum to any other party, except with the prior written consent of AHP. Any unauthorized assignment shall be void.

27. AMENDMENTS AND MODIFICATIONS. Any amendments or modifications to this Addendum must be in writing and shall be made only if executed by Owner and Contractor and consented to in writing by AHP.

28. SEVERABILITY. Every provision of this Addendum is intended to be severable. If any provision of this Addendum is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

29. ADDENDUM CONTROLS. In the event that any provisions of this Addendum and the Contract conflict, the terms of this Addendum shall control.

SIGNATURES ON THE FOLLOWING PAGE

I-7

IN WITNESS WHEREOF, Owner and Contractor have executed this Construction Contract Addendum as of the date first written above.

OWNER:

By:

Name:

Title:

Date:

CONTRACTOR:

By:

Name:

Title:

Date:

00 54 13 Scope of Work (Rev. 08/14/2026) Page 1 of 10

00 54 13 SCOPE OF WORK

ARTICLE 1 PROGRESSIVE DESIGN-BUILD SERVICES

ARTICLE 2 PHASE 1 PRE-CONSTRUCTION SERVICES

ARTICLE 3 PHASE 2 CONSTRUCTION

ARTICLE 4 ATTACHMENTS

00 54 13 Scope of Work (Rev. 08/14/2026) Page 2 of 10

ARTICLE 1 PROGRESSIVE DESIGN-BUILD SERVICES

1.1 GENERAL

1.1.1 Contractor shall work collaboratively with the County to perform the Work.

1.1.2 Contractor shall provide a complete, usable, and fully operable Project. This includes, but is not limited to, providing all supplies, housing, materials, equipment, utilities, utility connections, supervision, labor, and services for the engineering, design, procurement, quality control, inspection, construction, installation, startup, checkout, testing, site cleanup, and training of the County’s personnel.

1.1.3 Contractor shall provide presentations to community members and community groups.

1.1.4 Contractor shall maintain positive relationships and communications with the public.

1.1.5 Contractor shall support and assist the County in complying with the Program Funding Agreement (PFA) for the Behavioral Health Continuum Infrastructure Program (BHCIP).

This may include, but is not limited to, the following:

1.1.5.1 Signing General Contractor’s Certification No. 12;

1.1.5.2 Providing enhanced documentation for payment requests;

1.1.5.3 Providing documents or information requested by state monitors; and

1.1.5.4 Obtaining approval of Drawings and Specifications from the PFA Manager.

1.2 PERMITS AND FEES

1.2.1 Except as otherwise stated in this section, Contractor shall apply for, pay for, obtain, coordinate and schedule all permits, approvals, government fees, licenses, agreements, inspections, and easements for the Work from all Authorities Having Jurisdiction (AHJ).

1.2.1.1 County shall pay for, apply for, and obtain California Environmental Quality Act (CEQA) approval.

1.2.1.2 County shall pay for Building Permits and Grading Permits in accordance with (i) the section titled, “Building Official Inspections,” of 00 72 95 General Conditions and (ii) 01 41 26 Building & Grading Permits & Inspections.

1.2.1.3 County shall pay for and obtain Special Inspections in accordance with the section titled, “Special Inspections,” of 00 72 95 General Conditions.

1.2.2 Contractor shall provide for and adhere to all requirements of all permits, approvals, licenses, agreements, and easements, including without limitation, mitigation measures and Project constraints required to comply with the California Environmental Quality Act

(CEQA).

00 54 13 Scope of Work (Rev. 08/14/2026) Page 3 of 10

1.2.3 Contractor shall deliver to the County all original permits, approvals, licenses, agreements, and easements obtained by Contractor in connection with the Work prior to the final payment or upon termination of the Contract, whichever is earlier.

ARTICLE 2 PHASE 1 PRE-CONSTRUCTION SERVICES

2.1 GENERAL

2.1.1 Contractor shall do all Work required by the Contract Documents, including without limitation all Work necessary or reasonably required to complete Phase 1 and deliver to the County an acceptable Guaranteed Maximum Price (GMP) Package. This includes, but is not limited to, the following:

2.1.1.1 holding partnering sessions,

2.1.1.2 robustly investigating existing conditions, including without limitation, latent conditions and subsurface conditions,

2.1.1.3 validating the conditions represented or indicated in the Contract Documents and Information Available to Proposers,

2.1.1.4 validating the Project requirements discussed in prior planning documents,

2.1.1.5 collaborating with the County’s consultants,

2.1.1.6 gathering input from County user groups and facility end users regarding Project objectives, requirements, and concerns,

2.1.1.7 hosting design charrettes and stakeholder alignment sessions;

2.1.1.8 touring similar existing facilities with County user groups and facility end users,

2.1.1.9 identifying applicable Authorities Having Jurisdiction (AHJ) and the permits, entitlements, fees, submissions, or other items they require,

2.1.1.10 identifying applicable utilities and the permits, entitlements, fees, submissions, or other items they require,

2.1.1.11 having Design Professionals produce a coordinated Design for the Project,

2.1.1.12 communicating with the County end users, ensuring they understand how the facility will function,

2.1.1.13 providing constructability reviews and recommendations,

2.1.1.14 identifying construction risk factors and proposing mitigations, 00 54 13 Scope of Work (Rev. 08/14/2026) Page 4 of 10

2.1.1.15 providing cost estimates that demonstrate the Project is affordable within the Budget Not-To-Exceed,

2.1.1.16 providing schedules,

2.1.1.17 providing procurement recommendations, and

2.1.1.18 providing a Guaranteed Maximum Price (GMP) Package that the County deems acceptable.

2.2 VALUE ENGINEERING PROPOSALS

2.2.1 Contractor shall prepare and submit to County written Value Engineering Proposals ("VEP") for alternative systems, finishes, equipment, etc. that satisfy the general criteria of the Work and result in savings of time or money. Each VEP shall describe the proposed change, identify all aspects of the Work directly or indirectly affected by the change, specify the cost or time savings to be achieved if the VEP is accepted, and detail any anticipated effect on the service life, economy of operation, ease of maintenance, appearance, design or safety standards of the completed Work. Cost savings resulting from VEPs shall become County Controlled Contingency. Time savings shall become float on the Contract Schedule.

2.3 SCHEMATIC DESIGN (SD) SUBMISSION(S)

2.3.1 Contractor shall prepare and provide to County for review, schematic design documents consistent with the Contract Documents and based upon County's requirements for the Work.

2.3.2 Contractor shall provide to County for review schematic design documents at the 100% completion of schematic design milestone(s). The submission shall include, but not be limited to, a detailed updated cost estimate for the Work.

2.3.3 The County shall review and provide written comments to Contractor within fifteen days of receipt of a complete package of schematic design documents. Contractor shall organize an in-person meeting with the County to have Design Professionals present the submission.

2.4 DESIGN DEVELOPMENT (DD) SUBMISSION(S)

2.4.1 Upon addressing all comments on the previous design document submission to the County's satisfaction, Contractor shall prepare design development documents. These design development documents shall be based on the previous design submission reviewed by County. Contractor shall highlight in the submission the modifications made to address County's comments on the previous design submission.

2.4.2 Contractor shall provide to County for review design development documents at the 100% completion of design development milestone(s). The submission shall include, but not be limited to, a detailed updated cost estimate for the Work.

00 54 13 Scope of Work (Rev. 08/14/2026) Page 5 of 10

2.4.3 The County shall review and provide written comments to Contractor within fifteen days of receipt of a complete package of design development documents. Contractor shall organize an in-person meeting with the County to have Design Professionals present the submission.

2.5 CONSTRUCTION DOCUMENT (CD) SUBMISSION(S)

2.5.1 Upon addressing all comments on the previous design document submission to the County's satisfaction, Contractor shall prepare construction documents. These construction documents shall be based on the previous design submission reviewed by County. Contractor shall highlight in the submission the modifications made to address County's comments on the previous design submission.

2.5.2 The construction documents may consist of drawings, specifications, and other documents (including both paper and electronic data necessary to reproduce such documents).

2.5.3 Contractor shall provide to County for review construction documents at the 60% and 100% completion milestones and, if at a different time, when the construction documents are issued for bidding.

2.5.4 The County shall review and provide written comments to Contractor within fifteen days of receipt of a construction document submittal. Contractor shall organize an in-person meeting with the County to have Design Professionals present the submission.

2.5.5 Upon addressing all comments on the 100% construction document submission to the County's satisfaction, Contractor shall do the following:

2.5.5.1 Label the construction documents “For Construction.”

2.5.5.2 Sign and seal the construction documents.

2.5.5.3 Obtain all applicable permits from Authorities Having Jurisdiction (AHJ).

2.5.5.4 Forward three (3) full-size printed sets to County.

2.5.5.5 Forward four (4) sets of electronic copies in a CADD format acceptable to County. The CADD documents shall be sealed, and all CADD functions shall be active.

2.6 GUARANTEED MAXIMUM PRICE (GMP) PACKAGE SUBMISSION

2.6.1 Within 45 days of receiving all applicable permits from AHJs, the Contractor shall prepare the Guaranteed Maximum Price (GMP) Package and submit it to the County.

2.6.2 The GMP package shall include the following items in the order shown:

2.6.2.1 Signed Cover Letter

2.6.2.2 Guaranteed Maximum Price (GMP)

00 54 13 Scope of Work (Rev. 08/14/2026) Page 6 of 10

2.6.2.2.1 Direct Pass-Through Costs

2.6.2.2.1.1 Contractor Expanded List of Subcontractors on

form attached herein. Form must demonstrate a minimum three percent Small-Local Business participation.

2.6.2.2.1.2 Self-Performed Work, with detailed breakdown of

price.

2.6.2.2.1.3 Guaranteed maximum prices of Direct Pass-

Through Costs for Work not yet competitively procured from a Subcontractor in accordance with the General Conditions. Contractor shall determine a reasonable guaranteed maximum price for Direct Pass-Through Costs for Work not yet competitively procured from a Subcontractor based upon Contractor’s internal pricing data, other projects’ data, internal estimators with expert knowledge, historical averages, and current market conditions. Contractor shall provide its determination with supporting documentation.

2.6.2.2.2 Contractor’s Fee (Phase 2)

2.6.2.2.2.1 Profit & Home Office Overhead

2.6.2.2.2.2 General Conditions & General Requirements

2.6.2.2.2.3 Design Professionals Construction Administration

2.6.2.2.3 Allowances, if any and if allowed by County

2.6.2.2.4 County Controlled Contingency in an amount specified by the County.

2.6.2.3 Updated Contract Schedule

2.6.2.4 Add/deduct alternates, if any

2.6.2.5 Value engineering proposals, if any

2.6.2.6 Contractor’s Requests for Information with County responses, if any

2.6.2.7 Contractor Expanded List of Subcontractors.

2.6.2.8 Copies of Proposer’s and all Subcontractors most recent, valid Certificates of Reported Compliance issued by California Air Resources Board (CARB).

2.6.2.9 00 65 36 Warranty Letter

00 54 13 Scope of Work (Rev. 08/14/2026) Page 7 of 10

2.6.3 The County shall review the GMP Package and determine, in its sole discretion, that it is acceptable. If County does not find the GMP Package to be acceptable, County may negotiate revisions to any of the documents submitted, including the GMP itself. If County finds the GMP Package to be acceptable, County may exercise its option, in writing and within the time period specified in the article titled “Option” of 00 52 96 Agreement, directing the Contractor to proceed with performance under Phase 2.

2.6.4 The GMP Package constitutes a firm offer that the Contractor shall hold open and may not revoke, withdraw, or modify while the County may exercise its option for Phase 2 as specified in the article titled “Option” of 00 52 96 Agreement.

ARTICLE 3 PHASE 2 CONSTRUCTION

3.1 GENERAL

3.1.1 Contractor shall commence construction of the Work as provided in a written Notice to Proceed issued by the County.

3.1.2 Contractor shall do all Work required by the Contract Documents, including without limitation all Work necessary or reasonably required to complete Phase 2 and deliver to the County a complete and usable facility as detailed in the Drawings and Specifications issued for Construction.

3.1.3 Contractor shall maintain Personal Protective Equipment for approximately 20 visitors.

Upon request by the County, Contractor shall provide jobsite tours at a time specified by the County.

3.1.4 Contractor shall provide the following and anything else specified in the Contract Documents:

3.1.4.1 Project management, project engineering, supervision, safety management, and quality control services;

3.1.4.2 Subcontract management and coordination;

3.1.4.3 Project accounting and reporting;

3.1.4.4 Labor law compliance documentation, certified payroll, and daily reports;

3.1.4.5 Construction progress cleaning and final cleaning; and

3.1.4.6 Coordination of as-built…