Solar_and_Energy_Storage_-_09.29.2026.pdf

Traditional Design-Build – Solar and Energy Storage Installations – Category 1 Pasadena, California

RFP ISSUED

07.23.2026

INDEX OF AGREEMENT, GENERAL CONDITIONS,

EXHIBITS, AND APPENDICES

5086830.2

INDEX OF AGREEMENT, GENERAL CONDITIONS, EXHIBITS, AND APPENDICES

Agreement AIA Document A141®- 2024, Modified Standard Form of Agreement Between Owner and Design-Builder for a Traditional Design-Build Project

General Conditions

AIA Document A201® - 2017 – Modified General Conditions of the Design- Build Contract

Exhibit Title A Insurance Requirements, Design-Builder’s Certificate(s) of Insurance, and

Additional Insured Endorsements

B AIA Document A141®–2024, Modified Exhibit B, Design-Build Amendment

C Index Bridging Documents [See RFP TBD at Contract Award]

D Addenda Report with Acknowledgements [TBD at Contract Award]

E.1 Scope of Work Summary

E.2 Summary of Site Business Terms

E.3 (Sample) Detailed Schedule of Values for Project and Each Site

F Subcontractor Listing Form (for Procurement, Construction Work, and Commissioning - Phase 2)

G Design-Builder’s Proposal Submission (excluding any content inconsistent with City-issued Design-Build Documents), including, but not limited to:

1. Designated Representatives, Key Personnel (resumes), and

Consultants

2. Design-Builder Organizational Chart

3. Technical Proposal

4. Project Milestone Schedule

5. Design-Builder Price Proposal

6. Required Forms

a. Signature Page and Legal Status

b. Non-Collusion Declaration

c. Vendor Questionnaire (Form AA-1)

d. Project Workforce Utilization Form (AA-2) (Optional)

e. Current Permanent Workforce Utilization Form (AA-3) (Optional)

7. Conflict of Interest

8. Taxpayer Protection Amendment Disclosure Form

9. Affidavit of Joint Venture

10. Declaration of Eligibility to Contract

11. Proof of Authority

12. Public Contract Code Disclosure

RFP ISSUED

07.23.2026

INDEX OF AGREEMENT, GENERAL CONDITIONS,

EXHIBITS, AND APPENDICES

5086830.2

Exhibit Title

H [NOT USED]

I Operations, Maintenance and Monitoring Agreement (Optional)

J (Sample) Amendment Form for Site Validation and Feasibility (Optional)

Appendix Title 1 Payment Bond and Performance Bond Forms and Rider Forms, if applicable

2 (Optional) Escrow Agreement for Substitution of Securities in Lieu of Retention and Attachment A – City Investment Policy

RFP ISSUED

07.23.2026

AGREEMENT – AIA DOCUMENT A141® – 2024,

MODIFIED STANDARD FORM OF AGREEMENT

BETWEEN OWNER AND DESIGN-BUILDER FOR A

TRADITIONAL DESIGN-BUILD PROJECT

5086830.2

AGREEMENT

AIA Document A141®- 2024, Modified Standard Form of Agreement Between Owner and Design-Builder for a Traditional Design-Build Project

Document A141® – 2024 Standard Form of Agreement Between Owner and Design-Builder for a Traditional Design-Build Project

AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:41:30 PDT on 09/28/2026 under Subscription No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

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ADDITIONS AND DELETIONS:

The author of this document may have revised the text of the original AIA standard form. An Additions and Deletions Report that notes revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added to or deleted from the original AIA text.

This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.

Consultation with an attorney is also encouraged with respect to professional licensing requirements in the jurisdiction where the Project is located.

ADDITIONS AND DELETIONS:

The author of this document may have revised the text of the original AIA standard form. An Additions and Deletions Report that notes revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added to or deleted from the original AIA text.

This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.

Consultation with an attorney is also encouraged with respect to professional licensing requirements in the jurisdiction where the Project is located.

`AGREEMENT made as of the day of in the year 20__ (In words, indicate day, month, and year.)

BETWEEN the Owner:

(Name, legal status, address, and other information)

City of Pasadena, a municipal corporation 100 N. Garfield Avenue Pasadena, CA 91101 and the Design-Builder:

(Name, legal status, address, and other information) for the following Project:

(Name, location, and detailed description) Solar and Energy Storage Installations at Category 1 City-Owned Properties located at the Sites specified in Exhibits E.1 and E.2 and as described in the Owner’s Request for Proposals, issued July 23, 2026 (“RFP”) (the “Project”)

Whenever the Design-Build Documents require Design-Builder to coordinate Submittals with the “Owner’s Project Consultant,” it shall be deemed to require coordination with the Owner’s Project Consultant, and any other Owner-retained consultants and employees identified in the Agreement (“Owner’s Project Team”). In all other cases, whenever the Design-Build Documents refer to “Owner’s Project Consultant” Owner reserves the right to utilize “Owner’s Representative” to administer the Contract, in accordance with Section 2.6 of the A201.

The Owner and Design-Builder (individually a “Party” and collectively “Parties”) agree as follows.

AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:41:30 PDT on 09/28/2026 under Subscription No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

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TABLE OF ARTICLES

1 GENERAL PROVISIONS

2 COMPENSATION AND PROGRESS PAYMENTS

3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT

4 WORK PRIOR TO EXECUTION OF THE DESIGN-BUILD AMENDMENT

5 WORK FOLLOWING EXECUTION OF THE DESIGN-BUILD AMENDMENT

6 CHANGES IN THE WORK

7 OWNER’S RESPONSIBILITIES

8 TIME

9 PAYMENT APPLICATIONS AND PROJECT COMPLETION

10 PROTECTION OF PERSONS AND PROPERTY

11 INSURANCE AND BONDS

12 UNCOVERING AND CORRECTION OF CONSTRUCTION WORK

13 COPYRIGHTS AND LICENSES

14 TERMINATION OR SUSPENSION

15 CLAIMS AND DISPUTES

16 MISCELLANEOUS PROVISIONS

17 SCOPE OF THIS AGREEMENT

AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:41:30 PDT on 09/28/2026 under Subscription No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

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ARTICLE 1 GENERAL PROVISIONS

§ 1.1 Bridging Documents and Owner’s Criteria This Agreement is based on the Bridging Documents included in the RFP, an index of which is attached hereto as Exhibit C and any other Owner’s Criteria set forth in this Section 1.1 (collectively referred to as “Bridging Documents” or “Owner’s Criteria”). The Owner’s Criteria is fixed as of the date of this Agreement.

(For each item in Section 1.1.1 through 1.1.10, insert the information or a statement such as “not applicable” or “unknown at the time of execution.)

§ 1.1.1 The Owner’s program for the Project (e.g., Owner’s objectives/goals/requirements for function, operations, capacity, useful life, life cycle costs, expansion, performance, quality, materials, equipment, schedule, risk mitigation, and other objectives for the Project), are set forth in the RFP including attachments, and in this Agreement.

§ 1.1.2 The Owner’s design requirements for the Project are set forth in the RFP, including attached Bridging Documents and in this Agreement.

§ 1.1.3 The Project’s physical characteristics are set forth in the RFP, including the attached Bridging Documents, and in this Agreement.

§ 1.1.4 The Owner’s anticipated Sustainable Objective for the Project, if any is set forth in the RFP, including the attached Bridging Documents, and in this Agreement.

§ 1.1.5 The Owner’s building information modeling requirements for the Project, if any [N/A].

§ 1.1.6 [Not used]

§ 1.1.7 The Owner’s anticipated design and construction Milestones

.1 Contract Award/Execution: December 2026

.2 Notice to Proceed: January 2027

.3 Site Evaluation/Feasibility: January – April 2027

.4 Design/Permitting: April – July 2027

.A Design-Builder submission date of 50% Construction Documents for Owner Approval:

May 2027

.B Design-Builder submission date of 90% Construction Documents for Owner Approval:

June 2027

AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:41:30 PDT on 09/28/2026 under Subscription No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

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.C Design-Builder submission date of 100% Construction Documents for Owner Approval:

July 2027

.5 Design-Builder date to obtain permitted Construction Documents: July 2027

.6 Design Builder’s Design-Build Amendment Proposal submission date, if any:

N/A

.7 Procurement and Construction Work commencement date:

August 2027

.8 Substantial Completion date or dates

March 2028 and See Exhibit E.2 for Individual Sites

.9 Other Milestone dates:

Final Completion and Commissioning for all Sites: June 2028

Design-Builder Commencement of Operations, Maintenance, and Monitoring pursuant to a separate O&M Agreement: June 2028

§ 1.1.8 In the event the Owner requires the Design-Builder to retain a specific person or entity to perform a portion of the Work, such as an architect, consultant, subcontractor, or manufacturer, those persons or entities shall be identified below:

(List name, legal status, address and other information.)

N/A

§ 1.1.9 Additional Owner’s Criteria upon which this Agreement is based:

(Identify below, or in an attached exhibit, special characteristics or needs of the Project not identified elsewhere.)

N/A

§ 1.1.10 The Owner’s requirements for accelerated or fast-track design and construction, multiple Bid Packages, or phased construction, if any, are set forth in the Design-Build Documents and as referenced below:

(Identify any requirements for fast-track scheduling, multiple bid packages, or phased construction.)

See Exhibits E.1 and E.2.

§ 1.1.11 The Owner’s requirements for Design-Builder solicitation and contractor for Consultant, Subcontractor, Supplier, and Self-Performed Work are set forth in attached Exhibit F, Sections 5.1 and 5.9 of this Agreement, and Article 5 of the A201.

AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:41:30 PDT on 09/28/2026 under Subscription No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

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§ 1.2 Project Team § 1.2.1 The Owner identifies the following “Owner’s Representative” in accordance with Section 7.1.1

David Reyes, General Manager, Pasadena Water & Power, or Varrojan Avedian, Assistant General Manager, Pasadena Water & Power – Power Delivery Division, or other authorized agent(s) designated in writing by the City Manager or City Council to act on behalf of the City and subject to the financial limits on authority established by Applicable Law and the Design-Build Documents (“Owner’s Representative”) Pasadena Water & Power – Power Delivery Division 1055 E. Colorado Blvd., Suite 350, Pasadena, CA 91106

(626) 744-4495

§ 1.2.2 The Owner will retain the consultants and Separate Contractors designated below and from time to time after award of the Contract, with whom Design-Builder agrees to cooperate and coordinate the Work of the Project:

(List name, address, and other information.)

.1 Land Surveyor:

N/A

.2 Geotechnical Engineer:

N/A

.3 Other consultants:

(List any other consultants, e.g., Cost Consultant, Scheduling Consultant, to be retained by the Owner.)

N/A

.4 Separate Contractors:

(List any Separate Contractors to be retained by the Owner.)

N/A

§ 1.2.3 The Design-Builder identifies the following representative in accordance with Section 3.1.2:

(List name, address, email, phone, and other information.)

Insert from Proposal

§ 1.2.3.1 Design-Builder’s Key Personnel: The Design-Builder identifies the following Key Personnel and levels of their commitment to the Project.

See attached Exhibit G.

AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:41:30 PDT on 09/28/2026 under Subscription No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

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§ 1.2.4. In addition to those persons or entities identified in Section 1.1.8, the Design-Builder shall retain the Architect, Consultants, Subcontractors, and suppliers, identified below:

(List name, discipline, address, and other information.)

§ 1.2.4.1 Design-Builder’s Project Team Key Personnel:

§ 1.2.5 Neither the Owner’s nor the Design-Builder’s representative shall be changed without ten days’ notice to the other Party.

§ 1.3 Dispute Resolution § 1.3.1 Initial Resolution of Claims. Claims, excluding those where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Construction Work set forth in Section 12.2.2, or arising under Sections 10.3 and 10.4, shall be resolved in accordance with A201 Article 15.

§ 1.3.2 Binding Dispute Resolution. For any Claim subject to, but not resolved by, mediation pursuant to Section 15.3, the method of binding dispute resolution shall be the following:

(Check the appropriate box.)

[ ] Arbitration pursuant to Section 15.4

[ ] Litigation in a court of competent jurisdiction

[ X ] Other: (Specify)

In accordance with A201 Article 15.

If the Owner and Design-Builder do not select a method of binding dispute resolution above, or do not subsequently agree in writing to a method of binding dispute resolution other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction.

§ 1.4 Definitions The meanings of all capitalized terms not defined herein or in the attached exhibits and the executed Design-Build Amendment, if any, are defined in the RFP and AIA Document A201® - 2017 – Modified General Conditions of the Design-Build Contract (“A201”).

§ 1.4.1 Architect. The terms “Architect” and “Architect of Record” refer to the lead person(s) or entity(ies) providing Design Services for the Design-Builder for all or a portion of the Work, as designated in Design- Builder’s Proposal, and is lawfully licensed and registered to practice architecture in the applicable jurisdiction whose stamp will appear on the Construction Documents, and who shall provide responsible control over the preparation and coordination of the Construction Documents for the Project, as required by California Business and Professions Code § 5500 et seq.

For projects on which an engineer (“Engineer of Record”), or other design professional, is retained instead of an architect, the term “Architect” shall mean the design professional so retained for the Project. The Architect is referred to throughout the Design-Build Documents as if singular in number.

AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:41:30 PDT on 09/28/2026 under Subscription No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

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§ 1.4.2 Confidential Information. Confidential Information is information containing confidential or business proprietary information that is designated as “confidential.”

§ 1.4.3 Consultant. A Consultant is a person or entity providing services for the Design-Builder for all or a portion of the Work and is referred to throughout the Design-Build Documents as if singular in number. If the Consultant provides professional services, the Consultant shall be lawfully licensed to provide such services, as required by the applicable jurisdiction.

§ 1.4.4 The Contract. The Design-Build Documents form the Contract. The Contract represents the entire and integrated agreement between the Parties and supersedes prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Design-Build Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Design-Builder. See also definition in A201 Section 1.1.

§ 1.4.5 Contract Sum/Total Project Contract Sum. The Contract Sum/Total Project Contract Sum is the amount to be paid to the Design-Builder for performance of the Work of the Project for all Sites awarded to Design-Builder established in Exhibit E.2 , as adjusted by any Design-Build Amendment or other Modification. See also, definition in A201 Sections 1.1 and 9.1. For purposes of calculating the penal amounts of the Payment Bond and the Performance Bond for this Agreement, the Total Project Contract Sum excludes the cost of Site Evaluation, Validation, and Feasibility Assessment Report (“Phase 1A”) and Engineering, Design, Permitting, and Implementation Planning (“Phase 1B”);. See also Section 1.7.

§ 1.4.6 Contract Time//Total Project Substantial Completion. The Contract Time is the period of time set out in calendar Days identified in the Agreement, as adjusted any Design-Build Amendment or other Modification, measured from the date for commencement of the Work, including authorized adjustments, established as the period for the Design-Builder to achieve Total Project Substantial Completion of the Work of the Project for all Sites awarded to Design-Builder established in Exhibit E.2.

§ 1.4.7 Subcontractor. A Subcontractor is a person or entity performing all or a portion of the construction (including, if applicable, on a design-build or design-assist basis), required in connection with the Work, for the Design-Builder. Each Subcontractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. See also definition in A201 Section 5.1.

§ 1.4.8 Cost(s) of the Work. The Cost of the Work includes all Direct Costs of the Work (including amounts included in any Project Contingency) and Indirect Costs reasonably and necessarily incurred by the Design- Builder in the proper performance of the Construction Work as described in Article B.6 of the Design-Build Amendment form attached as Exhibit B.

§ 1.4.9 Day. The term “day” as used in the Design-Build Documents shall mean calendar day beginning at 12:00 midnight. See A201 Section 8.1.4.

§ 1.4.10 Design-Build Documents. The Design-Build Documents consist of permits, and other Governmental Approvals required for the Work, this Agreement between Owner and Design-Builder (hereinafter, this Agreement), other documents listed in this Agreement, Conditions of the Design-Build Contract (General (“A201”), the RFP (including Owner’s Criteria) and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein.

A Modification is (1) a written amendment to the Contract signed by both parties, including the Design-Build Amendment, (2) a Change Order, or (3) a Change Directive. The Design-Build Documents will also include the Drawings, Specifications, and other Construction Documents prepared by Design-Builder and approved by Owner. If anything in the other Design-Build Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. See A201 Sections 1.1, 1.2, 2.1 and 7.4.

AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:41:30 PDT on 09/28/2026 under Subscription No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

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§ 1.4.11 Design-Builder. The Design-Builder is the person or entity that is able to provide appropriately licensed contracting, architectural, and engineering services as required by the RFP, identified as such in this Agreement and is referred to throughout the Design-Build Documents as if singular in number. The Design-Builder shall designate in writing a representative who shall have express authority to bind the Design-Builder with respect to all matters under this Contract. The term “Design-Builder” means the Design-Builder or the Design-Builder’s authorized representative. References throughout the Design-Build Documents to Contractor, Design-Builder, or Proposer, or any variations thereof shall mean Design-Builder.

§ 1.4.12 Work. “Work” means the site evaluation, preconstruction, design, construction and related services, whether completed or partially completed, including, but not limited to: (a) services required of the Design- Builder prior to the execution of any Design-Build Amendment, (b) Design Services, and (c) Construction Work, all as required to fulfill the Design-Builder’s obligations under this Agreement and the Design-Build Documents.

§ 1.4.12.1 Design Services. “Design Services” are the professional services, including those services that are rendered by licensed and registered architects and engineers, which are required to fulfill the Design-Builder’s obligations under the Design-Build Documents. Design Services do not include professional or other services necessary to support Construction Work which are provided by Subcontractors engaged by the Design-Builder.

§ 1.4.12.3 Construction Work. “Construction Work” is the construction, and services to support physical construction, required by the Design-Build Documents, whether completed or partially completed, and includes all other demolition, labor, materials, furnishings, fixtures, equipment, and services provided, or to be provided, by the Design-Builder to fulfill the Design-Builder’s obligations under the Design-Build Documents, which shall commence when the Owner provides written authorization for Design-Builder to proceed with all or a part of the Construction Work.

§ 1.4.13 Early Release Work. “Early Release Work” is a limited, predetermined portion of the Project or scope of the Work that the Owner authorizes the Design-Builder to commence before the parties execute the Design-Build Amendment, if any, or prior to Owner’s approval of all Construction Documents.

§ 1.4.14 Instruments of Service. See A201 Section 1.1.

§ 1.4.15 Notice § 1.4.15.1 Except as otherwise provided in Section 1.4.15.2, where the Design-Build Documents require one Party to notify or give notice to the other Party, such notice shall be provided in writing to the designated representative of the Party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic transmission as set forth in A201 Section 1.6 to the Party representatives designated in Sections 1.2.1 and 1.2.3 above.

(Insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission. If the parties agree upon protocols for electronic transmission of notice, identify and attach that document.)

§ 1.4.15.2 Notice of Claims as provided in Section 15.1.3 shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the Party to whom the notice is addressed by certified or registered mail, or by courier providing proof of delivery.

§ 1.4.16 Owner. The Owner is the person or entity identified as such in this Agreement and is referred to throughout the Design-Build Documents as if singular in number. The term “Owner” means the Owner or the Owner’s authorized representative. The “Owner” is also referred to as the “City” in the Design-Build Documents. See A201 Sections 1.1 and Article 2.

§ 1.4.17 The Project. The Project is comprised of all design and construction, for all Sites awarded to Design- Builder established in Exhibit E.2 , as adjusted by any Design-Build Amendment or other Modification.

AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:41:30 PDT on 09/28/2026 under Subscription No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

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§ 1.5 The Owner and Design-Builder may rely on the Owner’s Criteria set forth in Article 1. If the Owner’s Criteria materially changes after execution of this Agreement, the Owner and the Design-Builder shall execute a Modification to adjust the Project schedule, the Design-Builder’s services, and the Design Builder’s compensation. The Owner shall adjust the Owner’s anticipated design and construction Milestones, as necessary, to accommodate material changes in the Owner’s Criteria.

§ 1.6 Phased Authorization of Work. The Work will be performed in the Phases described below, and in the attached Exhibits E. Each Phase identified below may be individually referred to as a “Phase” or collectively as the “Phases.”

After receipt of Proposals in response to the RFP, identification of the Proposer offering the Best Value, receipt of any Best and Final Offer, and City Council approval, Owner and Design-Builder shall enter into this Stipulated Sum Contract for all Phases of the Work within the Contract Time (A Design-Build Amendment Proposal may be utilized to adjust the Contract Sum, or Contract Time, or both, based on Site evaluation, preconstruction services, or other factors, as agreed by Owner). The Phases of the Work are as follows:

1. Site Evaluation, Validation, and Feasibility Assessment Report (“Phase 1A”);

2. Engineering, Design Permitting and Implementation Planning (“Phase 1B”);

3. Procurement Construction Work, and Commissioning (“Phase 2”);

4. Operations, Maintenance, and Monitoring (“Phase 3”)- Upon satisfactory completion of all Phases of the Work of this Agreement, and receipt of the required Insurance, and Bond Documents for the separate agreement with Design-Builder for the Operations, Maintenance, and Monitoring (“O&M”) Agreement (See attached Exhibit I) for a base five (5) year Contract Term (“Phase 3”).

Design-Builder shall sign this Agreement and any separate agreements described above at the same time, based on the Design-Builder’s Price Proposal or any Best and Final Offer, upon City Council approval. Design-Builder shall not be required to provide the bonds for Phase 2 until Owner issues a Notice to Proceed with Phasae 2, Design- Builder shall not be required to provide the bonds for the O&M Agreement until Owner issues a Notice to Proceed for Phase 3, if applicable. The Project will proceed with Owner’s initial Notice to Proceed with Phase 1A Work, which establishes the date of commencement of the Work of this Agreement. After Design-Builder’s satisfactory completion of each authorized Phase of the Work and subject to the requirements of the Design-Build Documents, including Section 1.7 of this Agreement, Owner may issue a separate Notice to Proceed with the next sequential authorized Phase of the Work.

§ 1.7 Deadlines for Transmittal of Contract, Insurance, and Bond Documents for Authorized Work. Design-Builder shall promptly, but in no event no later than fifteen (15) calendar days following award and Owner’s tender of the Contract for Phase 1, and, if authorized, any subsequent authorized Phase of Work, deliver to Owner the following documents:

A. Agreement fully executed (2 originals) by Design-Builder and, if authorized by Owner, any Design-Build Amendment, and any separate agreement, each including all exhibits and attachments;

B. Certificates of insurance and additional insured endorsements, evidencing the coverage that Design- Builder, its Architect, Consultants, and Subcontractors, agree to maintain in accordance with the provisions of the attached Exhibit A and A201 Article 11 for this Agreement and the insurance requirements of any Owner-approved separate agreement (See Exhibit I);

C. Payment Bond fully executed (2 originals) by Design-Builder and an Admitted Surety Insurer, using the form provided by Owner, in the amount of the Contract Sum allocated to Construction Work at the time Construction Work is authorized by Owner for this Agreement (no Payment Bond is required for Phase 1A

AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:41:30 PDT on 09/28/2026 under Subscription No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (6abafad1ec6ab2449cef5026) or Phase 1B services however, the bond must be issued as a condition to Owner’s Notice to Proceed with Phase 2 and if applicable for Phase 3 as provided in Section 1.8);

D. Performance Bond fully executed (2 originals) by Design-Builder and an Admitted Surety Insurer, using the form provided by Owner, in the amount of the Contract Sum allocated to Construction Work at the time Construction Work is authorized by Owner for this Agreement (no Payment Bond is required for Phase 1A or Phase 1B services however, the bond must be issued as a condition to Owner’s Notice to Proceed with Phase 2, and if applicable for Phase 3 as provided in Section 1.8);

Such documents shall be collectively referred to as the “Contract, Insurance, and Bond Documents”.

§ 1.8 Separate Operations, Maintenance, and Monitoring Agreement. Design-Builder shall perform operations, maintenance, and monitoring, pursuant to a separate O&M Agreement in the form attached hereto as Exhibit I, which shall be secured by a Performance Bond and a Payment Bond, separate from bonds provided under this Contract, from an Admitted Surety Insurer, using the form provided by Owner, in the amount of 50% of each Annual Stipulated Sum of the O&M Agreement.

ARTICLE 2 COMPENSATION AND PROGRESS PAYMENTS

§ 2.1 Compensation for Phase 1A and 1B Work Prior To Execution of Design-Build Amendment, if Any, and Owner’s NTP with Construction Work

§ 2.1.1For the Design-Builder’s performance of Phase 1A and a1B Work prior to the execution of the Design- Build Amendment, if any, Owner’s NTP with Construction Work of Phase 2, the Owner shall compensate the Design-Builder based upon the Stipulated Sum for completion Phase 1A and 1B is set forth below. See attached Exhibits E.2 and E.3.

§ 2.1.2 (Not used)

§ 2.1.3 (Not used)

§ 2.1.4 (Not used)

§ 2.1.5 Payments to the Design-Builder For Phase 1A and 1B Work Prior To Execution of Design-Build Amendment, if Any § 2.1.5.1 Unless otherwise agreed, payments for Phase 1A and 1B Work prior to execution of the Design-Build Amendment, if any, Owner’s NTP with Construction Work of Phase 2, and a separate O&M Agreement for Phase 3, if any, shall be made monthly within thirty (30) Days after presentation of the Design-Builder’s proper invoice. Payment of the Stipulated Sum amount is subject to 5% retainage by the Owner.

§ 2.2 Payment for Early Release Work For the Design-Builder’s performance of Early Release Work, the Owner shall pay the Design-Builder in accordance with the authorization for the Early Release Work, unless otherwise agreed to by the Parties.

§ 2.3 Compensation for Construction Work Performed After Execution of the Agreement and the Design- Build Amendment, if Any § 2.3.1 For the Design-Builder’s performance of Construction Work, the Owner shall pay to the Design-Builder that portion of the Total Project Contract Sum allocated to Phase 2 as set forth in Exhibits E.2 and E.3, Article 9 below and A201 Article 9, as adjusted by the Design-Build Amendment, if any, the Site Validation and Feasibility Amendment, if any, and any other Modifications in accordance with the Design-Build Documents.

§ 2.3.2 Liquidated Damages The Design-Builder’s liability for liquidated damages resulting from the Design-Builder’s failure to achieve Substantial Completion within the duration for each Site established in Exhibit E.2 shall be as follows:

AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:41:30 PDT on 09/28/2026 under Subscription No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

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§2.3.2.1 Owner and Design-Builder acknowledge and agree that if Design-Builder fails to achieve Substantial Completion of the Phase 2 Construction Work within the duration for each Site established in Exhibit E.2, as such may be extended in accordance with the Design-Build Documents, Owner will suffer significant damages, which are both extremely difficult and impracticable to ascertain. Therefore, Owner and Design-Builder, having reasonably endeavored, but failed, to ascertain an amount bearing a reasonable relationship to the actual damages that Owner will incur if Design-Builder fails to achieve Substantial Completion of the Work within the duration for each Site established in Exhibit E.2, agree that in the event Design-Builder fails to achieve Substantial Completion of the Phase 2 Construction Work for each Site within the duration for each Site established in Exhibit E., Design- Builder shall pay to Owner as liquidated damages, and not as a penalty but as a reasonable estimate of the amount of damages Owner will suffer. The Daily Liquidated Damages rate is calculated as follows: Final Agreed Site Capacity (determined by Amendment at the conclusion of Phase 1A) [kW] × 24 hours × 21% × $0.08/kWh + $100 per day for each day that Design-Builder fails to achieve Substantial Completion of the Phase 2 Work within the duration for each Site established in Exhibit E.2 (“Liquidated Damages”). (Note: Estimated Site Capacity [KW] must be inserted prior to Contract signing at no less than the Site capacity specified in the RFP and included in the definition of Project at page 1 of this Agreement.

§ 2.3.3 No Adjustment of Total Project Contract Sum for Cost Escalation. In determining the Total Project Contract Sum and Contract Time Design-Builder has taken into account market conditions, tariffs, the availability (including shortages) of and price fluctuations of labor, materials, equipment, insurance and related costs of performing the Work and has included an amount for cost escalation throughout the duration of the Work. In no event shall Design-Builder be entitled to an increase in the Total Project Contract Sum due to any cost escalation throughout the duration of the Work.

ARTICLE 3 GENERAL REQUIREMENTS OF THE WORK OF THE DESIGN-BUILD CONTRACT

§ 3.1 General Design-Builder agrees to provide a completely finished functioning and operational Facility at each Site ready for use and occupancy in accordance with the requirements of the Design-Build Documents, within the Total Project Contract Sum, in accordance with the Business Terms and within the duration established for each Site and for the entire Project in Exhibits E.2 and E.3 on a “Turnkey Contract Basis” as defined in A201 Section 1.1.

§ 3.1.1 The Design-Builder shall comply with any applicable licensing and registration requirements in the jurisdiction where the Project is located.

§ 3.1.2 The Design-Builder shall designate in writing a representative who shall have express authority to bind the Design-Builder with respect to all matters under this Agreement.

§ 3.1.3 The Design-Builder shall perform the Work in accordance with the Design-Build Documents including the Owner’s Criteria and shall be responsible for the total management and oversight of the design, construction, schedule, cost control, safety, quality assurance and quality control. The Design-Builder shall not be relieved of its obligations to perform the Work in accordance with the Design-Build Documents by the activities, tests, inspections, or approvals of the Owner. Except for materials, services, and efforts specifically excluded from the Design-Builder’s Scope of Work in the Design-Build Documents, all materials, services, and efforts necessary to achieve Substantial Completion, Punch List completion, and Final Completion are the Design-Builder’s sole responsibility; and the cost of all such materials, services, and efforts are included in the Business Terms established for each Site and within the Total Project Contract Sum for the entire Project in Exhibits E.2 and E.3.

§ 3.1.4 If the Design-Builder performs Work contrary to Applicable, the Design-Builder shall assume responsibility for such Work and shall bear the costs attributable to correction.

§ 3.1.4.1 Neither the Design-Builder nor any Subcontractor, Consultant, or Architect shall be obligated to perform any act which they believe will violate any Applicable Laws. If the Design-Builder determines that implementation of any instruction received from the Owner, including those in the Owner’s Criteria, would cause a violation of any Applicable Law or non-conformance with the requirements of the Design-Build Documents, the

AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:41:30 PDT on 09/28/2026 under Subscription No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

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Design-Builder shall notify the Owner in writing within three (3) Days, with a full description of the issue and Design-Builder’s recommended remedial action.

§ 3.1.5 The Design-Builder shall be responsible to the Owner for acts, errors, and omissions of the Design- Builder’s employees, Architect, Consultants, Subcontractors, and their agents and employees, and any other persons or entities performing portions of the Work for, or on behalf of, the Design-Builder.

§ 3.1.6 The Design-Builder shall schedule and conduct periodic meetings with the Owner to review matters such as procedures, progress, coordination, and scheduling of the Work in collaboration and cooperation with Owner towards realizing a high-quality Project.

§ 3.1.7 The Design-Builder shall furnish the services of Architects, Consultants, Subcontractors, and suppliers identified in Article 1 or otherwise required to fulfill its obligations under the Design-Build Documents. When Applicable Law requires that services be performed by licensed professionals, the Design-Builder shall provide those services through qualified and licensed professionals. The Design-Builder represents that its Consultants and Subcontractors (and the individual architects and engineers they employ on this Project are) properly licensed to practice architecture (or engineering, as the case may be) in the State of California to provide the Design Services required by this Agreement, or shall cause such services to be performed by appropriately licensed design professionals. Design-Builder represents that it is knowledgeable of legal requirements and governing agency approvals and agrees to comply with and conform services and Instruments of Service to such requirements. Design-Builder represents, to Owner that: Design-Builder is financially solvent and possesses sufficient experience, licenses, authority, personnel and working capital to complete the services required under this Agreement; Design-Builder has visited the Site and thoroughly familiarized itself with the local conditions under which the services required under this Agreement are to be performed; and Architect shall correlate its observations of the Site with all of the requirements of this Agreement. All services furnished by or on behalf of Design-Builder shall be performed by persons: qualified to perform the services assigned to them; licensed to practice their respective trades or professions, where required by law; and who shall assume professional responsibility for the Design Deliverables, Instruments of Service, Project Records, and Construction Documents prepared or furnished by them. Design-Builder’s Designated Representative, Key Personnel, Consultants and Subcontractors shall be experienced in projects of similar nature and complexity to the subject Project and shall be approved in writing by Owner prior to their assignment to the Project. Design-Builder shall provide information on the professional background of its Designated Representative, Key Personnel and Consultants upon request by Owner.

§ 3.1.7.1 Design Deliverables. Design-Builder shall submit to Owner the Instruments of Service and related documents it is required to produce or compile for Owner in connection with the Contract, which may include, but are not limited to, Design Deliverables identified in the RFP/Owner’s Criteria, Record Documents, Project Records, and Project Accounting Records, in an electronic format acceptable to Owner. Design-Builder shall submit to the Owner for review a schedule of all Design Deliverables and Design Services required by the Contract, which shall indicate the date for submission of each required Design Deliverable, as well as dates for the start and completion of the various stages of the Design Services, including the dates for the design monitoring and review meetings required herein, and the dates when Owner approvals are required. A preliminary schedule of Design Deliverables and Design Services must be submitted within sixty (60) Days of the Owner’s written Notice to Proceed with Design Services. More complete schedules of Design Deliverables will be submitted to the Owner at the conclusion of the Preliminary Design Phase of Design Services.

§ 3.1.7.2 Owner’s Access to Project Documents. Architect shall, upon request of Owner, provide all Instruments of Service, Design Deliverables, Record Documents, Project Accounting Records, and other information of any type whatsoever which support the Work performed by Design-Builder, its Architect, Consultants, Subcontractors, Sub-subcontractors and suppliers, none of whom may refuse to provide any Project documents to Owner on the grounds the information is confidential or proprietary.

§ 3.1.7.3 Peer Review. Design-Builder understands and acknowledges that the Design Deliverables prepared by or on behalf of Design-Builder, at any stage of preparation or completion, may be subject to a Peer Review

AIA Document A141 – 2024. Copyright © 2004, 2014, and 2024. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 16:41:30 PDT on 09/28/2026 under Subscription No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (6abafad1ec6ab2449cef5026) process. Design-Builder shall cooperate with any such Peer Review by, among other things: (i) making available all documents and data requested; (ii) responding promptly to any inquiries; (iii) participating in meetings, whether in person, by telephone, or by online platform with Owner and/or an independent third party performing the Peer Review, and (iv) contractually securing the agreement of its Consultants and Subcontractors to cooperate with such reviewers and to respond to comments made by such reviewers as Owner deems appropriate. The obligation to cooperate includes responding in an objective and professional manner to requests for information from such reviewers and modifying or supplementing Design Deliverables and Instruments of Service as may be determined by Owner, in its reasonable discretion, without additional compensation to Design-Builder, its Consultants and Subcontractors.

§ 3.1.8 Inspections, Approvals and Certifications § 3.1.8.1 Inspections and Approvals. The Design-Builder, with the assistance of the Owner, shall prepare and file documents required to obtain necessary tests, inspections, licenses, permits, and approvals of authorities having jurisdiction over the Project. Design-Builder is not required to pay any charges associated with any permits except for reinspection charges or for encroachment permits for Construction Work performed in the public right-of-ways.

§ 3.1.8.2 Certifications Upon the Owner’s written request, the Design-Builder shall provide, or obtain from the Architect, Consultants, and Subcontractors, and furnish to the Owner, certifications with respect to the documents and services provided by the Architect, Consultants, and Subcontractors (a) that, to the best of their knowledge, information and belief, the documents or Work to which the certifications relate (i) are consistent with the Design- Build Documents, except to the extent specifically identified in the certificate, and (ii) comply with Applicable Law; and (b) that the Owner and its Project Team shall be entitled to rely upon the accuracy of the representations and statements contained in the certifications.

§ 3.1.9 Monthly Progress Reports § 3.1.9.1 The Design-Builder shall keep the Owner informed of the progress and quality of the Work. On a monthly basis, or otherwise as agreed to by the Owner and Design-Builder, the Design-Builder shall submit written progress reports to the Owner, showing estimated percentages of completion and other information identified below:

.1 Work completed for the period;

.2 Project schedule status;

.3 Submittal schedule and status report, including a summary of outstanding Submittals;

.4 Requests for information to be provided by the Owner, including those that are outstanding;

.5 Approved Change Orders and Change Directives;

.6 Pending Change Order and Change Directive status reports;

.7 Tests and inspection reports;

.8 Status report of Work rejected by the Owner;

.9 Status of submissions and…