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HomeMy WebLinkAbout2017-01-18 e-packet@6:30Wednesday, January 18, 2017 6:30 PM City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA City Hall, City Manager's Conference Room 400 Grand Avenue, South San Francisco, CA Joint Special Meeting City Council and Successor Agency Special Meeting Agenda January 18, 2017Joint Special Meeting City Council and Successor Agency Special Meeting Agenda NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the City Council of the City of South San Francisco will hold a Joint Special Meeting of the City Council and Successor Agency on Monday, January 18, 2017 at 6:30 p.m., in the City Manager's Conference Room, City Hall, 400 Grand Avenue, South San Francisco, California. Purpose of the meeting: Call to Order. Roll Call. Agenda Review. Public Comments - comments are limited to items on the Special Meeting Agenda. ADMINISTRATIVE BUSINESS Report regarding a resolution approving an agreement for design, pre-construction, construction management, construction and advisory services by and between the City of South San Francisco and Oyster Point Development, LLC (Marian Lee, Assistant City Manager and Steve Mattas, Assistant City Attorney) 1. Resolution approving the Agreement for Development Management Services with Oyster Point Development, LLC and authorizing the City Manager to execute the Agreement. 1a. Adjournment. Page 2 City of South San Francisco Printed on 2/14/2017 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:16-971 Agenda Date:1/18/2017 Version:1 Item #:1. Report regarding a resolution approving an agreement for design,pre-construction,construction management, construction and advisory services by and between the City of South San Francisco and Oyster Point Development, LLC (Marian Lee, Assistant City Manager and Steve Mattas, Assistant City Attorney) RECOMMENDATION It is recommended that the City Council adopt a resolution approving an agreement for design,pre- construction,construction management,construction and advisory services related to the Phase IC Improvements and Phase IIC Cap Repair by and between the City of South San Francisco and Oyster Point Development, LLC. BACKGROUND/DISCUSSION In March 2011,the Redevelopment Agency entered into a Disposition and Development Agreement (DDA)for the Oyster Point project,with the original developer (Oyster Point Ventures LLC (OPV)).Since that time,both of the original parties to the DDA have changed:the Redevelopment Agency’s DDA rights and obligations were transferred to the Successor Agency;and,in August 2016,Oyster Point Ventures’rights and obligations were assigned to a new development team, known as Oyster Point Development, LLC (OPD). The proposed Agreement for Development Management Services (Agreement)attached as an exhibit to the associated resolution to this staff report,between the City and OPD,would serve to implement the Successor Agency’s and OPD’s rights and obligations,as set forth in the March 2011 DDA between OPV and the Redevelopment Agency.Pursuant to the Escrow Agreement between the Successor Agency and the Bank of New York Mellon,dated January 1,2013,the City Manager and City Attorney are jointly authorized to disburse funds deposited into the escrow account to pay Successor Agency obligations related to Phases IC and IIC of the proposed development.Thus,this agreement is entered into between OPD and the City (acting solely to implement the Successor Agency’s obligations with funding solely from the Successor Agency). The Agreement would implement the Phase IC Improvements and Phase IIC Clay Cap Repair (Improvements) as set forth in Article III of the DDA. Design Consultants, Engineers, Contractors and Approvals In the Agreement,the City,acting on behalf of the Successor Agency and in furtherance of the terms of the DDA,agrees that OPD shall manage and engage consultants for the design and construction of the Improvements.Per the Agreement,the City may also retain consultants to assist with the project and they shall be paid from the Successor Agency’s funds.OPD will be required to provide the City for its approval up to three proposals and a final recommendation for each Design Consultant and Contractor. OPD and its contractors are required to consult with the City regarding design details;responsibilities for equipment,materials and services;changes to plans and specifications;and safety programs.Any requested City approval not given within ten (10)business days will be deemed to be denied.The Agreement provides that OPD’s consultant shall prepare and provide to OPD,and OPD shall provide to the City,plans and specifications at specific project percentage milestones and all plans and specifications shall be the property of City of South San Francisco Printed on 1/12/2017Page 1 of 3 powered by Legistar™ File #:16-971 Agenda Date:1/18/2017 Version:1 Item #:1. the City. OPD would be required to obtain insurance certificates from each contractor working on the Improvements, with the City and Successor Agency named as an insured.OPD would also be required to obtain estimates for policies of owner controlled blanket insurance and if such policies are financially and administratively beneficial to the project,OPD shall obtain such insurance.The Agreement incorporates the indemnification provisions of the DDA and further requires OPD to specifically indemnify the City and the Successor Agency. The Agreement provides a dispute resolution process involving City staff and OPD representatives and if necessary,a pre-selected expert in the relevant topic.Finally,the Agreement requires OPD to comply with Senate Bill 854 and the requisite monitoring and enforcement by the California Department of Industrial Relations as it pertains to the performance of public work such as these Improvements. Project Schedule, Budget, and Payments To implement the specific timeline and details of the Improvements,the Agreement incorporates a detailed Project Budget,Project Schedule,and Project Management Process (PMP).The Agreement sets forth payment procedures and requires OPD to prepare and provide a monthly budget status report to the City in order to monitor costs relative to the Project Budget.The Agreement provides instructions for monthly Draw Requests that OPD shall prepare and submit to the City along with a project cost summary spreadsheet in order to receive payment from the Successor Agency funds.OPD and the City shall also have monthly meetings in order to review the Draw Requests.Finally,the Agreement provides a hierarchy and schedule for the payment of any cost overruns that may be encountered,including those cost overrun situations and responsibilities described in the DDA. Termination of the Agreement The Agreement provides that the City or Successor Agency may terminate the Agreement at any time for cause and in the event that construction has not commenced within the timelines provided in the DDA.However, OPD may terminate the Agreement if the City materially breaches the Agreement and does not cure within 15 or 30 days,depending on the type of default.The Agreement sets forth two specific Events of Default:(1)a material default in OPD’s performance or (2)misappropriation of City or Successor Agency funds by OPD.In the case of an Event of Default, the City retains rights to all project documents. At the City Council meeting,a presentation will be provided on the key elements of the Agreement as well as information about the Phase IC and Phase IIC Clay Cap Repair Improvements. See Attachment 1. The presentation includes information about the construction plan and schedule as well as escalated conceptual project costs prepared in 2011 from $36M to $44M,the costs of which would be shared between the Successor Agency and OPD based on the cost allocation in the DDA.Of the total $8M estimated increase,$5M would be subject to Successor Agency,Oversight Board and DOF approval and $3M would be OPD’s responsibility based on the cost allocation in the DDA. The final project cost and additional funding needed for Phase IC and Phase IIC Clay Cap Repair will not be known until the contractor is selected and negotiations are finalized by the summer of 2017.It is at that time, the Successor Agency,Oversight Board and DOF would be asked to consider approval of the additional funding. FUNDING City of South San Francisco Printed on 1/12/2017Page 2 of 3 powered by Legistar™ File #:16-971 Agenda Date:1/18/2017 Version:1 Item #:1. There is no impact to the Fiscal Year 2016 - 2017 Budget. CONCLUSION In order to effectively construct and administer Phase IC and Phase IIC Clay Cap Repair Improvements,it is recommended that the City Council adopt a resolution approving an agreement for design,pre-construction and construction management and advisory services by and between the City of South San Francisco and Oyster Point Development, LLC. Attachment: Phase IC and Phase IIC Clay Cap Repair Improvements PowerPoint Presentation City of South San Francisco Printed on 1/12/2017Page 3 of 3 powered by Legistar™ January 18, 2017 1.Phase IC Overview 2.Budget and Cost Escalation 3.Construction Phasing Plan 4.Timeline 5.Q&A 1.Phase IC Overview 2.Budget and Cost Escalation 3.Construction Phasing Plan 4.Timeline 5.Q&A Oyster Point –Existing Conditions Oyster Point –Phase IC Phase IIC Cap Repair Yacht ClubBoundary of Phase IC WHERE ARE WE SINCE 2011? −Focus on Implementing Phase I −Phase IC includes infrastructure and open space −Phase ID includes 508,000 SF of Office/R&D buildings −Project Ownership Transfer Completed −August 2016, Oyster Point Development (“OPD”) acquired the Oyster Point project from Shorenstein/SKS −Project Team Set Up −OPD has set up office and operation at Oyster Point −SKS retained as consultant, leveraging their knowledge and project continuity −Civil, environmental and geotechnical consultants are engaged −Regular Communication with City Staff −Ongoing weekly standing meeting with City Staff since July 2016 −Community Outreach −Outreach to all tenants at Oyster Point who will be impacted by Phase I 1.Phase IC Overview 2.Budget and Cost Escalation 3.Construction Phasing Plan 4.Timeline 5.Q&A 2011 Phase IC Cost Estimate: $ 29,875,095 Hard Costs from Hathaway Dinwiddie $ 5,395,019 Soft Cost (assumed 20% of Hard Cost) $ 35,610,113 Total Costs 2017 Phase IC Cost Estimate: $ 34,129,757 Hard Costs with escalation through Oct 2016 from Hathaway Dinwiddie $ 1,706,488 Additional escalation from Oct 2016 through construction contract $ 8,305,256 Soft Costs (fully developed budget includes design contingency*) $ 44,141,501 Total Costs *Fully developed soft cost budget = 23% of Hard Costs 2011 Phase IIC Cap Repair Cost Estimate: $ 476,972 Hard Costs from Hathaway Dinwiddie $ 95,394 Soft Cost (assumed 20% of Hard Cost) $ 572,366 Total Costs 2017 Phase IIC Cap Repair Cost Estimate: $ 708,985 Hard Costs with escalation through Oct 2016 from Hathaway Dinwiddie $ 42,486 Additional escalation to start of construction $ 140,741 Soft Costs $ 892,212 Total Costs 1.Phase IC Overview 2.Budget and Cost Escalation 3.Construction Phasing Plan 4.Timeline 5.Q&A Oyster Point –Phase I: Existing Conditions Red dashed line indicates overall construction site fencing at this phase. Oyster Point –Phase IC/ID at Completion Yacht Club 1.Phase IC Overview 2.Budget and Cost Escalation 3.Construction Phasing Plan 4.Timeline 5.Q&A Anticipated Timeline: 35% Design Drawings January 2017 65% Design Drawings June 2017 Landfill Agency Approvals August 2017 Demo/Grading Permits August 2017 Land Conveyance Closing August 2017 First DDA Payment to City August 2017 Start of Construction (Demo/Temp Roads)September 2017 95% and 100% Design Drawings October 2017 Completion of Phase IC End of 2018 1.Phase IC Overview 2.Budget and Cost Escalation 3.Construction Phasing Plan 4.Timeline 5.Q&A City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-117 Agenda Date:1/18/2017 Version:1 Item #:1a. Resolution approving the Agreement for Development Management Services with Oyster Point Development, LLC and authorizing the City Manager to execute the Agreement. WHEREAS,on March 23,2011,the former Redevelopment Agency of the City of South San Francisco (“Redevelopment Agency”)and developer Oyster Point Ventures entered into a Disposition and Development Agreement (“DDA”)for the development of real property owned by the Redevelopment Agency in the Oyster Point area of the City of South San Francisco (“City”); and WHEREAS,on June 29,2011,the Legislature of the State of California (the “State”)adopted Assembly Bill x1 26 (“AB 26”),which amended provisions of the State’s Community Redevelopment Law (Health and Safety Code sections 33000 et seq.); and WHEREAS,pursuant to AB 26 and the California Supreme Court decision in California Redevelopment Association,et al.v.Ana Matosantos,et al.,which upheld AB 26 (together with AB 1484,the “Dissolution Law”),the former Redevelopment Agency of the City of South San Francisco was dissolved on February 1, 2012; and WHEREAS,pursuant to the Dissolution Law,the Redevelopment Agency properties and contractual obligations were transferred to and vested in the Successor Agency to the Redevelopment Agency of the City of South San Francisco (“Successor Agency”); and WHEREAS,on August 18,2016,the City and Successor Agency approved an assignment of the DDA from Oyster Point Ventures to Oyster Point Development, LLC (“OPD”); and WHEREAS, the DDA imposes obligations on the Successor Agency and OPD in relation to improvements required to be constructed in Phases IC and the Phase IIC Cap Repair (“Phase IC and Phase IIC Cap Repair Improvements”), and WHEREAS,this agreement is intended to assist in the implementation of OPD and Successor Agency’s obligations related to design and construction of the Phase IC and Phase IIC Cap Repair Improvements and does not modify those obligations or impose any of those obligations on the City, and WHEREAS,OPD and Successor Agency desire that OPD,in consultation with the City (acting on behalf of the Successor Agency to implement the Successor Agency’s obligations)as set forth in the agreement attached hereto,design and construct the Phase IC Improvements and Phase IIC Cap Repair Improvements,as described in the DDA; and WHEREAS,the City and OPD have prepared the attached Agreement for Development Management Services, City of South San Francisco Printed on 2/1/2017Page 1 of 2 powered by Legistar™ File #:17-117 Agenda Date:1/18/2017 Version:1 Item #:1a. WHEREAS,the City and OPD have prepared the attached Agreement for Development Management Services, which includes project schedules,project budgets,and a project management process,among other terms,in order to assist OPD in implementing the development management services for the Phase IC and Phase IIC Cap Repair Improvements; and WHEREAS,in order to implement these Improvements,as contemplated in the DDA,staff recommends that the City Council approve and execute the Agreement for Development Management Services,attached hereto and incorporated herein as Exhibit A. NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of South San Francisco hereby take the following actions: (1)Finds and determines that the recitals are true and correct; and (2)Approves the Agreement for Development Management Services,attached hereto and incorporated herein as Exhibit A; and (3)Authorizes the City Manager to enter into and execute the Agreement for Development Management Services and to implement the Agreement with funding exclusively from Bank of New York Mellon Escrow Account between the Successor Agency and the Bank of New York Mellon, dated January 1, 2013. ***** City of South San Francisco Printed on 2/1/2017Page 2 of 2 powered by Legistar™ AGREEMENT FOR DEVELOPMENT MANAGEMENT SERVICES By and Between City of South San Francisco and Oyster Point Development, LLC 1 Development Management Services Agreement - FINAL AGREEMENT FOR DEVELOPMENT MANAGEMENT SERVICES THIS AGREEMENT FOR DEVELOPMENT MANAGEMENT SERVICES (“Agreement”) is made and entered into effective _______________, 2017 by and between the City of South San Francisco, a municipal corporation (hereinafter referred to as “City”) and Oyster Point Development, LLC, a Delaware limited liability company (hereinafter referred to as “OPD”). RECITALS A.OPD, City and the Successor Agency to the former South San Francisco Redevelopment Agency (“Agency”) are parties to that certain Disposition and Development Agreement (“DDA”), dated March 23, 2011 and pursuant to that certain Consent, Assignment and Assumption Agreement dated August 18, 2016, which relate to development of specified real property owned by OPD and City, respectively. The DDA provides for construction of improvements in Phases IC and IIC on certain property owned by City and, in part, to be owned by OPD. (For purposes of this agreement, the “Property” shall mean the “Marina Property” as defined in the DDA.) B.The DDA allocates to OPD the obligation to design and construct specified public improvements in Phase IC and allocates to the Agency the obligation to construct specified public improvements in Phase IIC, both of which are subject to payment obligations of OPD and the Agency. Agency has paid twenty nine million four hundred sixty-three thousand two hundred and thirty dollars ($29,463,230.00) into an escrow account pursuant to Section 3.4.4 of the DDA to be used to pay for public improvements as required by Sections 3.4.2 and 3.4.6 of the DDA. Pursuant to Section 3.4.4 of the DDA, the Agency has established an escrow account with Bank of New York Mellon (“Escrow Deposit and Trust Agreement”) and has, pursuant to Section 5 of the Escrow Deposit and Trust Agreement, delegated authority to the South San Francisco City Manager and City Attorney, acting on behalf of the Agency, to disburse funds for Phase IC Improvement Costs and Phase IIC Improvement costs from funds within the Escrow Funding Account. City (acting on behalf of the City and Agency to implement the Agency’s obligations) and OPD desire to have OPD manage the design and construction of the improvements specified herein subject to the terms set forth herein, which are intended to be consistent with allocation of responsibilities set forth in the DDA. C.City (acting on behalf of the Agency) desires that OPD engage consultants, manage the design and construction of public improvements in Phase IC on behalf of the Agency and in coordination with Agency and City staff and as set forth in this Agreement. The list of public improvements in Phase IC, identified herein as the “Phase IC Improvements,” is included in Section 3.2.1 of the DDA. The parties also contemplate that OPD will manage the clay cap repair portion of Phase IIC, identified herein as the “Phase IIC Cap Repair,” as set forth in Section 3.3.2(a)(ii) of the DDA. The initial project budget for the Phase IC Improvements, (“Project Budget”), based on the budget set forth in DDA 2 Development Management Services Agreement - FINAL Exhibit 3.4.1, is attached hereto as Exhibit A, subject to adjustment as set forth herein. The initial project budget for the Phase IIC Clay Repair is set forth in DDA Exhibit 3.4.1. D. The parties desire to enter into this Agreement to set forth the terms upon which OPD will provide City and Agency with development management services for the design, engineering, permitting, construction and completion of the Phase IC Improvements and the Phase IIC Clay Repair (the “Development Services”). AGREEMENT NOW, THEREFORE, taking the foregoing recitals into account, and in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE I General Understandings Section 1.01 Relationship to DDA. This Agreement is a mechanism to implement the obligations of OPD and Agency with respect to development of the Phase IC Improvements and Phase IIC Cap Repair, pursuant to and as contemplated by Article III of the DDA. In the event of a conflict between the DDA and this Agreement, the DDA shall control. Capitalized terms used herein that are defined in the DDA shall be defined as set forth in the DDA. Section 1.02 No Partnership. The parties do not intend by this Agreement to create a partnership, principal/agent, employee or joint venture relationship and nothing in this Agreement shall be construed as creating any such relationship between the parties. Neither OPD nor City, acting on its own behalf or on behalf of the Agency, nor their respective subsidiaries, agents or employees, are the representatives of the other party for any purpose (except with respect to OPD to the extent specifically authorized herein to be City’s representative in connection with performing the Development Services), nor do any such parties have the power or authority as an agent, employee or in any other capacity to bind or otherwise create or assume any obligation on behalf of the other party for any purpose. Section 1.03 Non-Exclusive Services. OPD may devote as much of OPD’s time, attention and energies in the performance of the Development Services as OPD deems necessary to perform the Development Services. OPD may, directly or indirectly, in any capacity, engage, invest or participate in or provide the same or similar services to any business or entity. Section 1.04 Independent Contractor. OPD enters into this Agreement, and will remain throughout the term of this Agreement, as an independent contractor and not as an agent or employee of City or Agency. OPD’s personnel performing Development Services are 3 Development Management Services Agreement - FINAL agents, employees or subcontractors of OPD (collectively, “OPD Personnel”) and are not employees or agents of City or Agency. OPD has and hereby retains the right and obligation to exercise full control of and supervision over the performance of OPD’s obligations hereunder and full control over the employment, direction, compensation and discharge of all OPD Personnel. Section 1.05 City’s Representative. City appoints the Assistant City Manager, or her/his designee, for the purpose of administering this Agreement (“City’s Representative”). Unless and until written notice to OPD to the contrary is given by City, all instructions of City and Agency and approvals required to be given by City and Agency hereunder shall be given only by such representative, and OPD may rely thereon. City may change representatives by written notice to OPD. City’s Representative shall endeavor to render decisions in a timely manner in order to avoid Project delays. (a)As referenced herein the “Approval” (and any variation thereof) of City means the prior written approval of City’s Representative, which may be granted or withheld in its sole discretion unless otherwise expressly provided to the contrary in this Agreement. Use of the term “reasonable” (or any variation thereof) in connection with any variation of the term “Approval” means that such Approval shall not be withheld, conditioned or delayed unreasonably. Unless this Agreement expressly sets forth another time period for performance or additional budget authority is required by Agency to implement the action, City shall use best efforts to either grant an Approval, or set forth in writing the basis for any objection, within ten (10) business days of receipt of the notice requesting that such Approval be given. If City shall not have given written notice of approval or disapproval of such action to OPD within ten (10) business days (or such other time period as applicable) after receipt of the notice requesting that such Approval be given (whether “reasonable” or otherwise), then City shall be deemed to have denied such Approval. Section 1.06 OPD’s Representative. OPD appoints the following person as its representative for the purpose of administering the Development Services of OPD under this Agreement: Executive Vice President or his/her designee (“OPD’s Representative”). If during the term of this Agreement, this position no longer exists within OPD or is otherwise not administering the Development Services, then another person of equivalent capability and experience acceptable to City shall be assigned to the Phase IC Improvements project within 30 days. City acknowledges and agrees that OPD’s Senior Vice President and/or Director of Construction are acceptable as replacement OPD’s Representatives. Section 1.07 Professional Consultants. (a)The parties contemplate that OPD will contract directly with any professional consultants, subject to City’s Approval, whose services may be deemed necessary or advantageous by OPD and Agency in connection with construction of the Phase IC Improvements and the Phase IIC Cap Repair. All such approved fees and costs associated with the services rendered by such professional consultants shall be paid subject to, in accordance 4 Development Management Services Agreement - FINAL with and with funding from the Project Budget, a copy of which is attached hereto as Exhibit A. (b)City, acting on behalf of the Agency, may also retain such other professional consultants as set forth in Exhibit B hereto and pursuant to agreements between City and such professional consultants. Compensation for the services rendered by professional consultants retained by City shall be paid by Agency with funding from the Project Budget and subject to reasonable approval as to budget authority by OPD. At City’s request, OPD shall provide City with advice and recommendations for the selection and engagement of such professional consultants. Any agreement authorized pursuant to this Section 1.07(b) shall also name OPD as an indemnitee and additional insured to the agreement. In the event the City desires to replace any consultants listed on Exhibit B, City will consult with OPD regarding such replacement. Section 1.08 Contract Documents. (a)It is contemplated that OPD, in relation to the Phase IC Improvements and Phase IIC Cap Repair, shall enter into agreements with the design consultants, including but not limited to landscape architects, civil engineers, geotechnical engineers, environmental consultants and other technical consultants identified and recommended by OPD following consultation with City or recommended by City and retained by OPD for the Phase IC Improvements and the Phase IIC Cap Repair (each a “Design Consultant”). City and OPD will consult and agree on the proposed scope of work and the form of any bid request prior to OPD’s solicitation of bids. (b)It is contemplated that OPD shall enter into an agreement or agreements (each, an “OPD-Contractor Agreement”) with one or more general contractors recommended by OPD following consultation with City for the Phase IC Improvements and the Phase IIC Cap Repair (each, a “Contractor”). (c)OPD shall provide the City with up to three qualified fee and scope proposals for each Design Consultant and Contractor and make a recommendation for City’s Approval. Upon approval of selection of each Design Consultant and Contractor by OPD and City, OPD shall have primary responsibility for negotiating all material project contracts, in consultation with City, and subject to City’s Approval. Section 1.09 Compliance with Laws. In the performance of the Development Services under this Agreement, OPD shall at all times act in accordance with, and provide City with reasonable notice of, any requirements imposed by any applicable federal, state and local statutes, rules, laws, ordinances, encumbrances and covenants, conditions and restrictions, as necessary for conformance to the Performance Standard, and which affect the design, development, construction, or completion of the Phase IC Improvements and the Phase IIC Cap Repair (collectively, the “Requirements”). It is understood that (except with respect to any licenses or permits required by OPD in the ordinary course of its business or in order for 5 Development Management Services Agreement - FINAL OPD to be permitted and authorized to provide the Development Services hereunder), OPD’s performance of the Requirements shall be subject to and conditioned upon Agency making necessary funds available to OPD from the Escrow Account under and in accordance with the Project Budget. Section 1.10 Ownership of Plans and Materials. All Progress and Final Plans and Specifications (defined below) with respect to the Phase IC Improvements and Phase IIC Cap Repair, including without limitation any non-privileged work product of OPD, shall at all times be the property of City; provided that, until issuance of the final Certificate of Completion pursuant to DDA Section 6.10.1, OPD shall have a non-exclusive license to use all Progress and Final Plans and Specifications as reasonably necessary for performance of the Development Service and to ensure integration and coordination with the “Developer Project,” as defined in the DDA. Unless Approved by City, Consultant shall provide to OPD, for delivery to the City (1) an AutoCAD (latest version) and a complete full size set of Progress Plans and Specifications at the 35%, 65% and 95% design document phases, (2) an AutoCAD and a complete full size set of the Final Plans and Specifications approved by the City, and (3) not later than thirty (30) days after acceptance of the Phase IC Improvements by the City, an AutoCAD and a complete full size set of As-Built Plans for the Phase IC Improvements. Unless Approved by City, each Consultant’s contract shall provide that Consultant shall, upon written request of the City, provide to OPD, for delivery to the City all of Consultant’s non- privileged work product for the Phase IC Improvements, and City shall have the right to use and rely on the Plans and Specifications and the work product without further compensation or consent from the Consultant. ARTICLE II Development Manager’s Services Section 2.01 Nature and Scope of Services . (a) OPD shall use commercially reasonable efforts to perform, manage, arrange, supervise and coordinate all of the Development Services for the Phase IC Improvements in accordance with the Final Plans and Specifications, the Project Budget, the Project Schedule, and all Requirements. OPD shall perform the Development Services in accordance with the degree of professional skill and care ordinarily provided by development managers practicing in the same or similar locality under the same or similar circumstances (the “Performance Standard”). OPD further agrees to furnish its best skill and judgment in the performance of its duties hereunder. (b) OPD shall also perform, manage, arrange, supervise and coordinate all of the Development Services for the Phase IIC Cap Repair in accordance with Phase IIC Cap Repair Plans and Specifications, an approved Phase IIC Cap Repair Project Budget (consistent with DDA Exhibits 3.3.2B and 3.4.1), an approved Project Schedule, all Requirements, and the Performance Standard. 6 Development Management Services Agreement - FINAL Section 2.02 Pre-Construction, Design, Schedule, Budget and Other Matters. (a) The “Project Schedule” is attached hereto as Exhibit C. OPD must obtain City’s Approval to any modifications of the Project Schedule. OPD shall notify and keep City informed of any events of actual delays or other events that may reasonably cause delays affecting the Project Schedule. In the event of any approved changes to the Project Schedule or any changes requested by City that affect the Project Schedule, OPD shall prepare a revised Project Schedule and submit it to City for its reasonable Approval. The Project Budget is attached hereto as Exhibit A. The term “Project Budget” as used herein shall also mean and include any revisions to the Project Budget as and when approved by City in consultation with OPD and, if the revision will require additional funds, the Agency. The total cost of the Phase IC Improvements project as set forth in the Project Budget shall be referred to herein as the “Budgeted Costs”. OPD must obtain City’s Approval, and where additional funds are necessary the Agency’s approval, to any modifications of the Project Budget. OPD shall notify and keep City informed of any variance or reasonably anticipated variance in the line items in the Project Budget. The “Project Management Process” (“PMP”) attached hereto as Exhibit E shall be used by OPD and City to manage the Phase IC Improvements consistent with the Project Schedule and Project Budget. In the event of any approved revisions to the Project Budget or any other changes requested by City, OPD shall prepare and submit to City a revised Project Budget. The parties may enter into a project management plan for the Phase IIC Cap Repair in a form similar to the PMP or through an amendment to the PMP. (b) OPD and City have identified the Design Consultants listed in Exhibit D to provide services for the Phase IC Improvements. OPD shall confer with City in selecting, engaging and retaining, coordinating, and managing and administering the services of the Contractor and any other Design Consultants or other service or contractor parties required for the Phase IC Improvements including, but not limited to, surveyors, special consultants, and testing laboratories (with such contracts and any amendments thereto subject to approval by City’s Representative and with funding approved by the Agency if funding is required beyond that set forth in the Project Budget). (c) The current plans and specifications for the Phase IC Improvements and Phase IIC Cap Repair are set forth in Exhibit F. OPD shall coordinate with City, the Design Consultants, each Contractor and other appropriate consultants to obtain final drawings and specifications (including mock-ups and color samples) acceptable to City (the “Final Plans and Specifications”), and, with regard thereto, OPD’s responsibilities will include, without limitation, the following: (i) reviewing, commenting on and coordinating changes in work-in- progress documents up to but not including 100% design (the “Progress Plans and Specifications”) that are requested by City; (ii) obtaining cost estimates from each Contractor and Design Consultants and preparing revisions to the Project Budget for the construction phase in light of design development at the 35%, 65%, and 95% Design phases and for Landscape design at Schematic Design (SD), Design Development (DD), and Construction 7 Development Management Services Agreement - FINAL Document (CD); and (iii) coordinating the finalization and Approval by City of Final Plans and Specifications. (d) OPD shall submit to City for its review and Approval Phase IC Improvements and Phase IIC Cap Repair Progress Plans and Specifications at the 35%, 65%, and 95% Design and for Landscape design at Schematic Design (SD), Design Development (DD), and Construction Document (CD) milestones. (e) OPD shall review Progress Plans and Specifications during their development and provide advice on proposed site use and improvements, selection of materials, building systems and equipment, and methods of project delivery. OPD shall provide recommendations on relative feasibility of construction methods, availability of materials and labor, time requirements for the procurement, installation and construction, and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, and possible economies. (f) As the Design Consultant progresses with the preparation and/or completion of the 35% and 65% design and for Landscape design at SD and DD design documents, OPD shall, with the assistance of the Contractor for the site work, and construction of the Phase IC Improvements and Phase IIC Cap Repair projects, prepare and update the construction cost estimate in increasing detail and refinement. The estimated cost of each contract shall be indicated with supporting detail. Such estimates shall be provided for City’s review and Approval. OPD shall advise City if it appears that the construction costs may exceed the Project Budget and make recommendations for corrective action, including without limitation any value engineering of the Progress Plans and Specifications to achieve necessary reductions in such costs to make it confirm to the Approved Project Budget. City may, at its discretion and as it deems necessary to ensure conformance to the Project Budget, direct a value engineering exercise after cost estimates for each milestone estimate are provided to City; provided, however, that City shall not have sole authority to direct value engineering with respect to “Streets and Utilities at Hub,” per DDA Exhibit 3.2.1A. Upon resubmission, City shall either submit further written comments or approve the plan. If further design changes (including those related to value engineering) are proposed, OPD shall use best efforts to have the Design Consultants prepare and then OPD and City shall review the design changes within 15 business days of submission of the design changes. Any such design changes should be substantively consistent with the Phase IC Improvements and Phase IIC Cap Repair specified in the DDA. (g) OPD and each Contractor shall consult with City and Design Consultants regarding the OPD-Contractor Agreement and exhibits thereto, and make recommendations whenever design details adversely affect constructability, cost or schedules. (h) OPD and each Contractor shall provide recommendations and information to City regarding the assignment of responsibilities for temporary facilities and 8 Development Management Services Agreement - FINAL equipment, materials and services for use by each Contractor. OPD shall verify that such requirements are included in the proposed Contract Documents. (i) OPD shall provide recommendations and information to City regarding each Contractor’s safety programs. (j) OPD shall review with each Contractor the identified major subcontractors and their bids, preparing and making recommendations to Contractor for the Contractor’s selection and award of subcontracts. (k) OPD shall use commercially reasonable efforts to obtain all building, grading, development, and other permits and governmental approvals necessary to commence and complete the Project. City shall provide all information in a timely manner that may be necessary or appropriate for applying for or obtaining such permits. City authorizes OPD to act as its agent to submit applications for and thereafter diligently pursue such permits, upon approval of such applications by City. With respect to permits to be issued by the City, the City shall expedite processing of applications for such permits to the greatest extent feasible within the course of its normal permitting process. If OPD requests special services for permit expediting beyond the City’s normal course, City shall make such services available to the greatest extent feasible, provided that OPD pays applicable fees for expedited review. (l) Prior to submitting landfill grading and proposed landfill cap replacement plans to any regulatory or governmental agency, OPD shall submit to the City for review and Approval of such plans. Section 2.03 Construction Management. (a) Following the commencement of construction, OPD shall make bi- weekly visits to the job site to review the work and progress of construction. (b) OPD shall provide administrative, management and related services to coordinate scheduled activities and responsibilities of the Contractor with those of OPD, City and Design Consultant to manage the Phase IC Improvements project in accordance with the Project Budget, the Project Schedule and the Contract Documents. (c) OPD shall create and maintain a Risk Register in a form similar to that provided in the PMP. OPD shall recommend courses of action to City when requirements of a contract are not being fulfilled. OPD shall make efforts consistent with the Performance Standard to resolve issues listed on the Risk Register and to resolve and settle any conflict among each Contractor, Design Consultant and any of the professional consultants and shall keep City fully informed with respect to such conflicts and settlement discussions and resolution of issues. 9 Development Management Services Agreement - FINAL (d) OPD shall consult with City regarding proposed changes and modifications to the Final Plans and Specifications and coordinate issuance of change orders, consistent with the change order process set forth herein in Section 2.03(j). (e) OPD shall respond promptly to any questions from City or Agency regarding the Project or progress of construction, construction methods, scheduling, and the like. (f) OPD shall coordinate the delivery and/or dedication of portions of the Phase IC Improvements and Phase IIC Cap Repair following issuance of any Certificates of Completion, per DDA Section 6.10. (g) OPD shall coordinate efforts by all appropriate parties to complete each phase of the Phase IC Improvements and Phase IIC Cap Repair in accordance with the Final Plans and Specifications, as the same may be amended from time to time with the approval of all necessary parties (including City’s and, when necessary for additional funding, Agency’s Approval), such efforts to include, without limitation, assisting in the scheduling of inspections and the preparation of punch list items. (h) OPD shall implement procedures for the review and processing of applications for payment submitted by each Contractor to ensure the completion of the Phase IC Improvements and the Phase IIC Cap Repair improvements in accordance with the City’s required payment procedures as set forth in the PMP. OPD shall request that the Design Consultant review and certify such applications for payment submitted by each Contractor. As set forth in the PMP, OPD shall monitor actual costs relative to the Project Budget and shall prepare a monthly budget status report, in a form reasonably acceptable to City, as set forth in the PMP. The budget status report should include the Project Budget, work under contract, projections of cost to be incurred though completion of the Project, a comparison of actual cost to the Project Budget and depletion to date, projected use and proposed modification of any contingency budgets. OPD shall issue the budget status report for City’s reasonable Approval of the actual costs reflected therein. If actual costs are projected to exceed the Project Budget, OPD shall recommend actions to be taken to complete the Project within the Project Budget. OPD shall also develop and issue to City cash flow projections. OPD shall work with each Contractor in preparing such reports, and City will arrange for OPD to have appropriate access to each Contractor’s accounting records, to enable OPD to prepare the information required by this subsection 2.03(h). In addition to the foregoing, OPD shall provide City with any additional reports required in the PMP in compliance with the timelines set forth therein. (i) Reserved. (j) OPD shall review requests for changes, assist in negotiating each Contractor’s proposals, submit recommendations to the applicable Design Consultant and City, and if they are accepted, shall assist the Design Consultant in reviewing change orders submitted by each Contractor and change directives which incorporate the Design Consultant’s 10 Development Management Services Agreement - FINAL modifications to the Contract Documents, and shall coordinate budget revisions caused by change orders. Change orders, as recommended by Project Manager, as defined in the Project Management Process, are subject to approval as follows: Value of Single Proposed Change Order and within Project Budget Cumulative Value of Change Orders Required Agency Approval Required OPD Approval $0- $10,000 N/A OPD’s Representative or designee $10,001 to $75,000 N/A City’s Representative or designee OPD’s Representative or designee $75,000 or greater Greater than three (3) percent of Total Phase IC Costs calculated in three (3) percent increments City Manager Chief Executive Officer If a change order requires additional funding from the Agency, the change order is also subject to approval of additional budget authority from the Agency prior to approval of the change order. 11 Development Management Services Agreement - FINAL In addition, OPD shall advise City and seek City and OPD approval for any depletion of contingency budgets that meet the following standards: Dollar or Percentage Value Reduction of Single Use of Contingency Budget for Specific Budget Line Item within Project Budget Cumulative Percentage Value Reduction for Specific Budget Line Item within Project Budget Required Agency Approval Required OPD Approval Less than $75,000 N/A City’s Representative or designee OPD’s Representative or designee Client’s Any amount in excess of $75,000 but less than 10% of the total Phase IC Improvements (or Phase IIC Cap Repair if applicable) Contingency Budget N/A City’s Representative OPD’s Representative N/A Any amount in excess of the 10% of original contingency budget as calculated in 10% increments City Manager Chief Executive Officer (k) OPD shall receive certificates of insurance, in accordance with Article V hereof, and copies of all policies and endorsements naming City and Agency, their officers, employees and agents as an insured from each Contractor and shall forward them to City. (l) Without limitation of OPD’s obligations to complete the Phase IC Improvements as set forth herein, OPD will coordinate any environmental remediation of the Phase IC Improvements, as identified in Exhibit 3.2.1 of the DDA, and the Phase IIC Cap Repair, as identified in Exhibit 3.3.2 of the DDA. (m) OPD and each Contractor shall coordinate the delivery, storage, protection and security of OPD or City purchased materials, systems, and equipment until such items are incorporated into the work. 12 Development Management Services Agreement - FINAL (n) With the Design Consultant and City’s engineering and inspection personnel, OPD shall observe each Contractor’s final testing and start-up of utilities, operational systems and equipment. (o) As soon as reasonably possible after completion of the work, and all inspections of the work, OPD shall coordinate with Design Consultant to: (i) submit to City “as built” Final Plans and Specifications; and (ii) submit to City a certificate of compliance executed by the Design Consultant. The certificate of compliance shall certify such installations as substantially conforming to the Final Plans and Specifications. OPD shall coordinate obtaining the final certificate of completion for the Phase IC Improvements and Phase IIC Cap Repair. (p) OPD shall secure from each Contractor and transmit to the Design Consultant warranties and similar submittals required by the Contract Documents for delivery to City and Agency, and OPD shall deliver all keys, manuals, record drawings, and maintenance stocks to City. (q) OPD shall comply with the requirements of Section 6.5.1 of the DDA regarding the posting, maintenance, and release of Performance Security or City Security in connection with the Phase IC Improvements. OPD shall coordinate with City Representative to obtain from the Phase IIC Cap Repair Contractor government security bonds required by City for the Phase IIC Cap Repair prior to commencement of construction of the Phase IIC Cap Repair. (r) OPD shall coordinate efforts by all appropriate parties to complete the punch list items identified by City, each Design Consultant and Contractor, and OPD. (s) OPD shall obtain, or cause each Design Consultant or Contractor to obtain, on behalf of City, permanent certificates of occupancy (or other appropriate and necessary governmental documentation of acceptance or completion) with respect to the Phase IC Improvements and Phase IIC Cap Repair. Section 2.04 All Phases. During all phases of the Phase IC Improvements and Phase IIC Cap Repair, OPD’s responsibilities will include the following: (a) Providing City’s Representative with informal progress reports so as to keep City fully apprised of the progress of the Phase IC Improvements and Phase IIC Cap Repair, and providing City with the Draw Requests (as provided in Section 2.07) and the Project Status Reports as provided in the PMP; (b) Preparing and submitting to City supplements and refinements to the Project Budget or any line item thereof for City or Agency’s Approval as development of the Phase IC Improvements or Phase IIC Cap Repair move through their various phases to completion; 13 Development Management Services Agreement - FINAL (c) Notifying City of any actual or anticipated change in the Project Schedule of which OPD becomes aware; (d) Coordinating and managing the performance of each Contractor, the Design Consultant and the other consultants and subcontractors under their respective contracts with City or OPD and communicating City’s instructions, requirements and approvals provided for in such contracts after obtaining such instructions, requirements or approvals with respect thereto; (e) Assisting City with respect to City’s negotiations with all applicable utility companies, whether governmental or otherwise, for the installation or modification of all applicable utility services to the Phase IC Improvements and Phase IIC Cap Repair on a timely basis, with City and OPD each bearing their allocated share of the cost of all required utility deposits and costs of installation; (f) Coordinating the performance of any tests and inspections required by any governmental authority; (g) Promptly notifying City upon learning of any event of default or event which, with the giving of notice and the passage of time or both, might constitute a default or event of default under any document or instrument pertaining to the Phase IC Improvements or Phase IIC Cap Repair (including, without limitation, providing all materials and submissions required thereunder). In the event of any default or event of default by any person, OPD shall consult with City concerning the action to be taken with respect thereto and take such action as City shall reasonably direct with respect to such default or event of default; (h) Sending to City copies of all material written notices received by OPD from each Design Consultant, each Contractor, other consultants and contractors and legal authorities; (i) Obtaining all third-party consents, approvals and permits necessary or appropriate for the completion and operation of the Phase IC Improvements and Phase IIC Cap Repair in accordance with the Approved Plans; and (j) Performing generally such other acts and things as may be reasonably required in accordance with this Agreement for the full and complete supervision, coordination, planning, design, development, construction and completion of the Phase IC Improvements and Phase IIC Cap Repair projects and advising and consulting with City with respect thereto. (k) Although the parties recognize and agree that engineering, landscape architecture, construction and certain other services with respect to the Phase IC Improvements and Phase IIC Cap Repair will be provided pursuant to contracts between City, OPD and other third parties as contemplated by this Agreement, no delegation by OPD of any of its 14 Development Management Services Agreement - FINAL development management obligations hereunder shall be permitted without the prior written consent of City and no such delegation shall relieve OPD of any responsibility or liability with respect to such obligations hereunder. Notwithstanding the foregoing, City’s execution of this Agreement shall serve as its written consent for OPD to engage the development management services of the consultants identified in Exhibit D hereto. Section 2.05 Post-Construction Services. (a) OPD shall coordinate the transition of improvement systems operation from each Contractor to City’s operating staff. (b) OPD shall assist City in monitoring and administering work to be performed under each Contractor’s warranties. Section 2.06 Reserved. Section 2.07 Draws. (a) Commencing as of the date hereof and continuing through completion of construction, OPD shall prepare and submit to City, on a monthly basis on the twelfth (12th) of each month (each such date, a “Draw Date”), a “Draw Request”. The Draw Request for the month shall include a project cost summary spreadsheet which shall be a static financial account of all costs incurred (hard and soft) to date, any costs paid by OPD and any funding required from Agency pursuant to the terms of the DDA and this Agreement together with any additional information requested by City. Payment shall be made solely from Agency funds on or before the thirtieth (30th) day of each month. Attached to the Application for Payment shall be the invoices payable to all professional consultants with respect to the Project. Each Draw Request shall be certified by OPD as being consistent with the terms and provisions of this Agreement. (b) In connection with the foregoing Draw Request submissions, OPD shall organize and coordinate a schedule of monthly draw meetings to be attended by OPD, City, or their respective affiliates, and OPD shall review applications for payment submitted by each Contractor and other consultants and contractors and advise City and Agency with respect to the appropriateness of such payments. (c) Once construction of the Phase IC Improvements or Phase IIC Cap Repair has commenced, OPD shall review the amounts due each Contractor. Section 2.08 Lien Protection. OPD will exercise commercially reasonable efforts consistent with the Performance Standards to cause a Contractor to obtain conditional lien releases with respect to the contracts it is administering with respect to the Phase IC Improvements and Phase IIC Cap Repair prior to making any payment under such contracts and will obtain unconditional lien releases following such payment. OPD shall oversee each Contractor in its processing of lien releases. OPD shall timely file a notice of completion upon 15 Development Management Services Agreement - FINAL completion of the work. OPD shall assist City in contesting any liens or causing any liens which are recorded to be removed from the Property as directed by City. OPD shall track the filing of any preliminary twenty- (20-) day notices pursuant to the provisions of California Civil Code Sections 8100 et seq. (as effective January 1, 2017) against the Property and shall notify City of the filing of any notices within three (3) business days of OPD’s discovery of the same. Section 2.09 Copies of Documents. OPD shall furnish to City such items as may be included in the Contract Documents or as may be needed in connection with the Phase IC Improvements and Phase IIC Cap Repair or as requested by City, as well as all modifications thereof and addenda thereto. Section 2.10 Time. OPD shall perform the Development Services as expeditiously as is consistent with the Performance Standard and in accordance with the Project Schedule. Upon request of City, OPD shall submit for City’s reasonable Approval updates to the Project Schedule for completion of the Project, which Project Schedule shall include allowances for periods of time required for City’s Approval of submissions, and for approvals of authorities having jurisdiction over the Project. With respect to actual Force Majeure delays, the Project Schedule shall be automatically extended for a period of time commensurate with the time such delay is in effect, and OPD shall submit to City written notice of its intent to update the Project Schedule accordingly. Section 2.11 Reserved. Section 2.12 Cost Overruns. (a) Prior to execution of an OPD-Contractor Agreement, OPD shall negotiate the price, including all costs and expenses to be paid under the OPD-Contractor Agreement, and the form and terms of the OPD-Contractor Agreement, all of which must be consistent with the Project Budget or, as applicable, the Phase IIC Cap Repair Project Budget. (b) For purposes of this Agreement, the following terms shall have the following meanings: (i) “Cost Overrun” means, (i) the amount, if any, by which actual Project hard and soft costs exceed or are reasonably projected by City and OPD (after taking into account reasonably projected savings in any line items) to exceed the Budgeted Costs; and (ii) any amount not otherwise included in the Project Budget that is necessary to complete the Phase IC Improvements or, if applicable, the Phase IIC Cap Repair. In the event any revision to the Project Budget hereafter shall revise the Budgeted Costs below the total amount set forth on Exhibit A as of the date of this Agreement, then, for purposes of calculating Cost Overruns in all events, no Cost Overrun shall occur unless and until the actual Project hard and soft costs exceed (after taking into account reasonably projected savings in any line items) the Budgeted Costs set forth on Exhibit A hereto as of the date of this Agreement. 16 Development Management Services Agreement - FINAL (ii) “Achieved Cost Savings” means any actual demonstrated cost saving in any hard cost line item or soft cost line item (set forth in the Project Budget) following the completion of all of the work pertaining to such line item as determined by City in its reasonable Approval after delivery by OPD of a Budget Adjustment Request. Consistent with DDA Section 3.4.3 and Exhibit 3.4.1, City shall be entitled to any cost savings associated with Phase IC improvements construction, provided that any cost savings associated with construction of the Streets and Utilities at the Hub shall be paid by the Parties toward the construction of Phase IIC Improvements, as set forth in DDA Section 3.4.3. (iii) “Contingency” means the hard cost contingency line item and the soft cost contingency line item set forth in the Project Budget as such line item may be decreased through usage. (iv) “Unavoidable Cost Overruns” means cost overruns resulting from additional costs incurred as a result of changes in laws, rules, regulations or codes, casualty and/or other matters beyond the reasonable control of OPD in its provision of Development Services in accordance with the Performance Standard. (c) Cost Overruns shall be funded as follows: (i) First, any Cost Overruns shall be funded from Achieved Cost Savings; (ii) Second, any Cost Overruns shall be funded from the Contingency; (iii) Third, any Cost Overruns shall be funded by OPD and/or Agency as required pursuant to the DDA. Section 2.13 Certificates of Completion. OPD shall seek, and City shall, upon approval of the improvements by the City, issue Certificates of Completion with respect to any individual Phase IC Improvements, as well as a final Certificate of Completion confirming completion of the Phase IC Improvements, consistent with the terms of the DDA. ARTICLE III Compensation of Development Manager Section 3.01 Development Manager’s Fee. In consideration of the Development Services to be performed by OPD and its consultants hereunder, Agency shall pay OPD a development manager’s fee as set forth in the Project Budgets for the Phase IC Improvements and the Phase IIC Cap Repair. 17 Development Management Services Agreement - FINAL ARTICLE IV Termination and Events of Default Section 4.01 Right to Terminate. (a) City may terminate this Agreement in the event that the Contractor has not been issued a notice to proceed to begin the construction of the Phase IC Improvements or, as applicable, the Phase IIC Cap Repair respectively within any time period required pursuant to the DDA, subject to Force Majeure, in which event no further amounts other than (i) monthly installments of the Development Management Fee which have accrued as of the date of such termination, plus (ii) any reimbursable expenses in accordance with Section 3.02 shall be payable to OPD. (b) City or Agency may immediately terminate this Agreement for Cause, in which event no further amounts other than (i) monthly installments of the Development Management Fee which have accrued as of the date of such termination, plus (ii) any reimbursable expenses in accordance with Section 3.02 shall be payable to OPD. For purposes of this Agreement, “Cause” means that an Event of Default is in effect, without cure within any applicable grace or cure period. (c) If City shall materially breach its obligations hereunder, and such breach remains uncured for a period of (i) in the event of a monetary default, fifteen (15) days, or (ii) in the event of a non-monetary default, thirty (30) days, after written notification of such breach, OPD may terminate this Agreement by giving written notice to City and Agency, in which event, Agency shall remain obligated to pay OPD all unpaid fees and reimbursable expenses incurred through the date of termination, which fees, costs and expenses shall be paid in full within 30 days following such termination. Section 4.02 Events of Default. In addition to Developer Events of Default and Agency Events of Default identified under the DDA, which are incorporated by reference as applicable to performance of this Agreement, each of the following shall constitute an “Event of Default” with respect to OPD: (a) Any material default in OPD’s performance of its obligation hereunder (other than those defaults specified in the remainder of this Section 4.02); (b) The misappropriation of funds of City or Agency by OPD or the commission of an act of fraud against the City or Agency. Upon the occurrence and during the continuance of an Event of Default, and following provision of notice and expiration of all applicable cure periods as set forth in Section 10.4 of the DDA, City or Agency shall have the right to terminate OPD for Cause under Section 4.01(b) and shall have the right to exercise all remedies available at law or 18 Development Management Services Agreement - FINAL equity, and in accordance with Article X of the DDA. Section 4.03 Survival. All representations made by OPD herein, together with any and all causes of action and other rights and remedies which City or Agency may have as a result of breach of any representation of this Agreement, shall survive any expiration or termination of this Agreement for a period of six (6) months. All indemnification obligations of either party shall survive this Agreement in accordance with Section 11.8 of the DDA. Section 4.04 City’s Right Upon Termination. Upon a termination of this Agreement for any reason, within five (5) business days of termination, OPD shall deliver to City all Project documents in OPD’s possession or control. ARTICLE V Insurance Section 5.01 DDA Applies. OPD shall comply with the insurance requirements set forth in Section 6.6 of the DDA. Section 5.02 Owner Controlled Program. Not later than sixty (60) days prior to commencement of construction of the Phase IC Improvements, OPD will obtain at least two (2) estimates for policies of insurance providing blanket coverage for all typical and customary design and construction-related activities (such as an owner controlled insurance program). The parties will review the estimates and if such coverage is found to be financially and/or administratively beneficial to the Phase IC Improvements and Phase IIC Cap Repair, OPD will obtain such policies of insurance for development of the Property, as well as the additional Developer Property owned by OPD that is subject to the DDA and DA, including enhanced environmental and wrap policies. In the event OPD obtains blanket coverage for the Property, it shall administer such policy and, to the extent applicable to the Property, coordinate with City. In the event that OPD and City agree that OPD shall not obtain such blanket coverage for the Property, OPD shall assist City in administering any construction-related insurance policies (including any wrap policy) maintained by City with respect to the Phase IC Improvements and, as applicable the Phase IIC Cap Repair, by providing information and facilitating the City’s processing of claims until the final Certificate of Completion for the Phase IC Improvements or, as applicable, the Phase IIC Cap Repair has been issued. ARTICLE VI Representation and Warranties, Indemnification and Limitation of Liability Section 6.01 OPD’s Representations and Warranties. (a) OPD represents and warrants that it is a limited liability company duly organized, existing and in good standing under the laws of the State of Delaware, and in good 19 Development Management Services Agreement - FINAL standing and authorized to do business in California. OPD’s sole members are: (i) Greenland Oyster Point, Inc., a Delaware corporation; (ii) PA Oyster Point LLC, a Delaware limited liability company; (iii) Agile Investment Holding (US) Limited, a Delaware corporation; and (iv) Oyster Point Project, LLC, a Delaware limited liability company. All other representations of Developer under Article II of the DDA are incorporated by reference into this Agreement as though set forth in full herein. (b) Reserved. Section 6.02 Indemnification. (a) The indemnification provisions set forth in the DDA are incorporated by reference into this Agreement as though set forth in full herein. (b) In addition to OPD’s indemnification obligations set forth in Section 6.14 of the DDA, OPD agrees, at its sole cost and expense, to defend, indemnify and hold harmless City and Agency and their officers, employees and agents, successors and assigns, from (i) any claim for damages or injuries to persons or property arising from (A) the negligence or willful misconduct of OPD or its Personnel or agents, (B) a material breach of OPD’s obligations hereunder or (C) OPD acting outside of its scope of authority set forth herein. Nothing contained in this section shall require OPD to defend, indemnify or hold harmless Agency or City or any of its officers, employees and agents from any claims or actions (i) that result from gross negligence or willful misconduct on the part of Agency or City or (ii) that result from a breach of City or Agency’s obligations hereunder. (c) Reserved. (d) Nothing herein will be deemed to indemnify either party against such party’s own negligence or willful misconduct. ARTICLE VII Miscellaneous Section 7.01 Notice. Any notice or approval required or permitted to be given hereunder by one party to the other shall be in writing, and the same shall be given and shall be deemed to have been received (i) upon actual receipt when personally delivered, (ii) on the date of transmission, if given by electronic mail or other electronic means (with suitable evidence of transmission retained by sender); (iii) on the delivery date as recorded by the delivery service, if send by Federal Express or other overnight mail; or (iv) on the date of receipt as noted on the signature card, if sent by certified mail, return receipt requested; provided that all such notices are sent to the party at the addresses hereinafter specified. 20 Development Management Services Agreement - FINAL To City: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attn: City Manager and Assistant City Manager With a copy to: Meyers Nave 555 12th Street, Suite 1500 Oakland, CA 94607 Attn: Steven T. Mattas, Assistant City Attorney To OPD: Oyster Point Development, LLC 401 Marina Boulevard, Suite 200 South San Francisco, California 94080 Attn: Taotao Song, Chief Executive Officer With a copy to: Morrison & Foerster LLP 425 Market Street San Francisco, CA 94105 Attn: Zane Gresham From time to time either party may designate another address or addressee for itself for all purposes under this Agreement by giving to the other party not less than fifteen (15) days’ advance written notice of such change of address or addressee in accordance with the provisions hereof. Refusal to accept delivery of notice shall be deemed receipt thereof. Section 7.02 Reserved. Section 7.03 Assignment; Binding Effect. OPD binds itself, its heirs, executors, successors, assigns and legal representatives to City and Agency with respect to all covenants, conditions, stipulations and provisions of this Agreement. Until completion of construction of the Phase IC Improvements and Phase IIC Cap Repair, OPD shall not assign or transfer any interest in this Agreement except (i) in accordance with Section 8.2.1 of the DDA, or (ii) with the prior written consent of City. Transfers of ownership interests among the members of Oyster Point Development, LLC shall be permitted. Section 7.04 Reserved. Section 7.05 Entire Agreement. Except as set forth in Section 1.01 hereof, this Agreement represents the entire and integrated agreement between City and OPD and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by the party charged to be bound thereby. 21 Development Management Services Agreement - FINAL Section 7.06 Governing Law. This Agreement shall be construed in accordance with the laws of the State of California. Section 7.07 Reserved. Section 7.08 Time of the Essence. Time is of the essence in connection with this Agreement and each and every provision hereof. Section 7.09 Headings. The section headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect any of the terms hereof. Section 7.10 Waiver. The waiver of either party of any breach or violation of, or default under, any provisions of this Agreement shall not be deemed a continuing waiver of such provision or a waiver by such party of any other provision or of any subsequent breach or violation of this Agreement or default thereunder. Section 7.11 Services Prior to Execution. Notwithstanding the fact that this Agreement is executed as of the date first set forth above, the parties recognize that a portion of the work and services required hereunder was performed prior to such date, all of which work and services shall be governed by the terms and conditions of this Agreement and shall be deemed to be included as a part of Development Services. OPD shall not be entitled to any additional compensation for such prior activities and services, except as expressly provided herein. Section 7.12 Severability. In case any one or more provisions set forth in this Agreement, or the application thereof to any person or circumstance shall for any reason be held invalid, illegal or unenforceable in any respect, any such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or the application of such provisions to other persons or circumstances, and this Agreement shall be enforced to the greatest extent permitted by law. If, in City’s reasonable judgment, such invalidity, illegality or unenforceability materially alters this Agreement, City shall have the right to terminate this Agreement in accordance with Article IV hereof. Section 7.13 Exculpation. No officer, director, employee, of City, Agency, or OPD shall have any personal liability for any matter related to this Agreement Section 7.14 Force Majeure. As used herein, the term “Force Majeure” shall mean Force Majeure Event as that term is defined in Section 11.2.1 of the DDA. Section 7.15 Effective Date and Term. This Agreement shall become effective as of the date of execution of the Agreement between OPD and City. This Agreement shall remain in effect as to the Phase IC Improvements until the issuance of the final Certificate of Completion for the Phase IC Improvements has been issued by the City. This Agreement shall remain in effect as to the Phase IIC Cap Repair until the issuance of the final Certificate of Completion for the Phase IIC Cap Repair has been issued by the City. 22 Development Management Services Agreement - FINAL Section 7.16 Dispute Resolution for Matters Decided Jointly by OPD and City. In the event that the City Representative and the OPD Representative are unable to agree on any issue that requires approval by the City and OPD and assuming the resolution of the issue does not require additional funding beyond that set forth in Project Budget including any approved amendments thereto or that resolution of the issue if agreed to between OPD and City is contingent upon additional funding, the parties agree to implement the following process: (a) The first step shall involve presentation of the issue to the Assistant City Manager and Executive Vice President, OPD or their respective designees who shall have the authority to resolve the matter upon mutual consent provided that adequate budget authority exists for resolution of the issue. The Assistant City Manager and the Executive Vice President shall consider and decide the issue within three (3) business days of presentation of the issue. (b) The second step shall involve presentation of the issue to the City’s City Manager and OPD’s Chief Executive Officer who shall have the authority to resolve the matter upon mutual consent provided that adequate budget authority exists for resolution of the issue. The City Manager and Chief Executive Officer shall consider and decide the issue within three (3) business days of presentation of the issue. At the commencement of this second step, OPD and City shall within three (3) business days of commencement of the second step agree on a list of three mutually upon experts as set required by the third step. (c) The third step shall involve the addition of a pre-selected expert to the panel of the City Manager and Chief Executive Officer for any design or contracting disputes that may need to be resolved in order to continue the timely implementation of the Phase IC Improvements project or the Phase IIC Cap Repair. The expert shall be selected from a list of three mutually agreed upon neutral experts. If the parties are not able to agree on expert from the list the City Manager in his/her role as the Agency’s Executive Director and Chief Executive shall each strike one name from the list of experts and the remaining expert shall be designated expert. The decision on the dispute shall be determined by the votes of two of three members. If additional budget authority is necessary to implement the action, the City, shall as set forth herein, take reasonable efforts to request the budget authority from the Agency, Oversight Board and Department of Finance. During the time period for consideration of additional budget authority, OPD or the City, in their sole and absolute discretion, may advance the additional costs and may seek reimbursement from the Agency upon approval of additional funding by Agency. Section 7.17 SB 854 Compliance. This Agreement is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (DIR), pursuant to California Labor Code section 1771.4. Prior to commencement of construction, OPD, the Contractor retained by OPD and its subcontractors must be registered with the DIR and qualified to perform public work pursuant 23 Development Management Services Agreement - FINAL to Labor Code Section 1725.5, subject to limited legal exceptions under Labor Code section 1771.1. For the avoidance of doubt, nothing in this Agreement shall require such registration by Design Consultants or other consultants and contractors of OPD that are not otherwise classified as public works contractors pursuant to the Labor Code. In accordance with the provisions of Labor Code section 1773.3, OPD shall provide notice to the DIR of the award of any public works contract subject to the requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, within five days of the award. The notice shall be transmitted electronically in a format specified by the DIR (see https://www.dir.ca.gov/pwc100ext/) and shall include the name of the contractor, any subcontractor awarded the contract and the contract award dates, the contract amount, the estimated start and completion dates, job site location, and any additional information the DIR requires. [Signatures on following page] 24 Development Management Services Agreement - FINAL City of South San Francisco, a municipal corporation By: ________________________________________ Mike Futrell, City Manager Approved as to form: By: ________________________________________ Jason Rosenberg, City Attorney Oyster Point Development, LLC, a Delaware limited liability company By: ________________________________________ Taotao Song, Chief Executive Officer 2762531.1 25 Development Management Services Agreement - FINAL Exhibit List Exhibit A: Project Budget Exhibit B: City Consultants Exhibit C: Project Schedule Exhibit D: Approved Design Consultants Exhibit E: Project Management Process Exhibit F: Current Plans and Specifications for Phase IC and Phase IIC Cap Repair 1/11/2017 Oy s t e r P o i n t - P h a s e I C D e v e l o p m e n t Bu d g e t OP D / A g e n c y C o s t s S p l i t Direct Cost/Soft Cost Breakout SK S A c c o u n t Co d e Ac c o u n t D e s c r i p t i o n Cu r r e n t B u d g e t Ph a s e I C No t e s T o t a l C o s t O P D To t a l C o s t s Ag e n c y No t e s Soft Costs Budget BreakoutDirect Costs Budget Breakout 48 % 5 2 % So f t C o s t S p l i t 1- 0 0 - 0 0 0 A C Q U I S I T I O N A N D D I L I G E N C E C O S T S 1- 0 2 - 0 0 1 T i t l e F e e s $2 0 , 0 0 0 F o r L a n d C o n v e y a n c e $ 9 , 6 6 6 $ 1 0 , 3 3 4 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 2 0 , 0 0 0 $ 0 1- 0 3 - 0 0 1 O t h e r C l o s i n g F e e s $2 0 , 0 0 0 F o r L a n d C o n v e y a n c e $ 9 , 6 6 6 $ 1 0 , 3 3 4 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 2 0 , 0 0 0 $ 0 1- 0 5 - 0 0 1 L e g a l $5 0 , 0 0 0 F o r L a n d C o n v e y a n c e $ 2 4 , 1 6 5 $ 2 5 , 8 3 5 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 5 0 , 0 0 0 $ 0 SU B T O T A L A C Q U I S I T I O N A N D D I L I G E N C E C O S T S $9 0 , 0 0 0 $ 4 3 , 4 9 8 $ 4 6 , 5 0 2 $ 9 0 , 0 0 0 $ 0 2- 0 0 - 0 0 0 E N T I T L E M E N T S 2- 0 1 - 0 0 1 L e g a l $2 5 0 , 0 0 0 A s s u m e $ 1 1 5 K f o r M N + M o f o $ 1 2 0 , 8 2 7 $ 1 2 9 , 1 7 3 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 2 5 0 , 0 0 0 $ 0 2- 0 5 - 0 0 1 C o m m u n i t y O u t r e a c h $2 5 0 , 0 0 0 S K S e s t i m a t e $ 1 2 0 , 8 2 7 $ 1 2 9 , 1 7 3 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 2 5 0 , 0 0 0 $ 0 SU B T O T A L E N T I T L E M E N T S $5 0 0 , 0 0 0 $ 2 4 1 , 6 5 4 $ 2 5 8 , 3 4 6 $ 5 0 0 , 0 0 0 $ 0 3- 0 0 - 0 0 0 DI R E C T C O S T S 3- 0 1 - 0 0 1 D i r e c t C o s t s $2 8 , 4 6 6 , 9 6 6 T o t a l o f P h a s e I C D i r e c t C o s t s ( A - H ) $ 1 2 , 9 8 1 , 3 7 1 $ 1 5 , 4 8 5 , 5 9 5 O P D ( A . 1 & H c a p p e d ) , A g e n c y ( A . 2 - G ) $ 0 $ 2 8 , 4 6 6 , 9 6 6 3- 5 0 - 0 0 1 P r e - C o n s t r u c t i o n S e r v i c e s $2 0 0 , 0 0 0 S K S e s t i m a t e $ 9 6 , 6 6 2 $ 1 0 3 , 3 3 8 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 2 0 0 , 0 0 0 $ 0 3- 5 1 - 0 0 1 G e n e r a l C o n d i t i o n s & M a r k - u p s ( 1 9 % ) $5 , 4 0 8 , 7 2 4 1 9 % m a r k u p $ 2 , 4 6 6 , 4 6 1 $ 2 , 9 4 2 , 2 6 3 O P D ( A . 1 & H c a p p e d ) , A g e n c y ( A . 2 - G ) $ 0 $ 5 , 4 0 8 , 7 2 4 3- 5 5 - 0 0 1 C o n t r a c t o r B o n d s $2 5 4 , 0 6 8 0 . 7 5 % m a r k u p $ 1 1 5 , 8 5 9 $ 1 3 8 , 2 0 9 O P D ( A . 1 & H c a p p e d ) , A g e n c y ( A . 2 - G ) $ 0 $ 2 5 4 , 0 6 8 SU B T O T A L E N T I T L E M E N T S $3 4 , 3 2 9 , 7 5 7 $ 1 5 , 6 6 0 , 3 5 2 $ 1 8 , 6 6 9 , 4 0 5 $ 2 0 0 , 0 0 0 $ 3 4 , 1 2 9 , 7 5 7 3- 6 1 - 0 0 1 E s c a l a t i o n A l l o w a n c e $1 , 7 0 6 , 4 8 8 5 % e s c a l f r o m 1 0 / 2 6 / 1 6 e s t i m a t e t o s t a r t o f c o n s t . $ 8 2 4 , 7 5 9 $ 8 8 1 , 7 2 9 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 0 $ 1 , 7 0 6 , 4 8 8 3- 6 2 - 0 0 1 D e s i g n C o n t i n g e n c y $1 , 0 2 3 , 8 9 3 3 % o f d i r e c t c o s t s $ 4 9 4 , 8 5 6 $ 5 2 9 , 0 3 7 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 1 , 0 2 3 , 8 9 3 $ 0 SU B T O T A L D I R E C T C O S T S O W N E R $2 , 7 3 0 , 3 8 1 $ 1 , 3 1 9 , 6 1 5 $ 1 , 4 1 0 , 7 6 6 $ 1 , 0 2 3 , 8 9 3 $ 1 , 7 0 6 , 4 8 8 4- 0 0 - 0 0 0 I N D I R E C T C O S T S - C O N S U L T A N T S 4- 0 1 - 0 0 1 A r c h i t e c t $1 0 0 , 0 0 0 S K S E s t i m a t e - D e s i g n o f r e s t r o o m s $ 4 8 , 3 3 1 $ 5 1 , 6 6 9 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 1 0 0 , 0 0 0 $ 0 4- 0 2 - 0 0 1 S t r u c t u r a l E n g i n e e r $3 0 , 0 0 0 S K S E s t i m a t e - D e s i g n o f r e s t r o o m s $ 1 4 , 4 9 9 $ 1 5 , 5 0 1 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 3 0 , 0 0 0 $ 0 4- 0 3 - 0 0 4 M E P E n g i n e e r $3 0 , 0 0 0 S K S E s t i m a t e - D e s i g n o f r e s t r o o m s $ 1 4 , 4 9 9 $ 1 5 , 5 0 1 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 3 0 , 0 0 0 $ 0 4- 0 4 - 0 0 1 G e o t e c h n i c a l E n g i n e e r $8 9 , 2 0 0 L T R T a s k 2 + $ 2 5 K f o r f i e l d o b s e r v a t i o n s $ 4 3 , 1 1 1 $ 4 6 , 0 8 9 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 8 9 , 2 0 0 $ 0 4- 0 5 - 0 0 1 C i v i l E n g i n e e r $9 8 4 , 2 2 9 W H p r o p o s a l P h a s e I C S & U d a t e d 1 2 / 1 9 / 1 6 $ 4 7 5 , 6 8 6 $ 5 0 8 , 5 4 3 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 9 8 4 , 2 2 9 $ 0 4- 0 7 - 0 0 1 E n v i r o n m e n t a l C o n s u l t a n t $4 9 , 9 6 0 T e t r a t e c h p r o p o s a l 9 / 2 0 / 1 6 $ 2 4 , 1 4 6 $ 2 5 , 8 1 4 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 4 9 , 9 6 0 $ 0 4- 1 2 - 0 0 1 C o d e C o n s u l t a n t $1 0 , 0 0 0 S K S e s t i m a t e $ 4 , 8 3 3 $ 5 , 1 6 7 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 1 0 , 0 0 0 $ 0 4- 1 4 - 0 0 1 C o n s t r u c t i o n M a n a g e r $0 S e e D e v M a n a g e m e n t F e e B e l o w $ 0 $ 0 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 0 $ 0 4- 1 8 - 0 0 1 G r a p h i c D e s i g n e r $5 0 , 0 0 0 S i g n a g e a n d b r a n d i n g $ 2 4 , 1 6 5 $ 2 5 , 8 3 5 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 5 0 , 0 0 0 $ 0 4- 2 2 - 0 0 1 L a n d s c a p e A r c h i t e c t $9 2 0 , 6 2 5 J C F O p r o p o s a l 9 / 2 1 / 1 6 ( I C ) + R R M p r o p o s a l 1 / 5 / 1 7 $ 4 4 4 , 9 4 5 $ 4 7 5 , 6 8 0 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 9 2 0 , 6 2 5 $ 0 4- 2 4 - 0 0 1 M i s c e l l a n e o u s C o n s u l t a n t s $7 5 , 0 0 0 S K S e s t i m a t e $ 3 6 , 2 4 8 $ 3 8 , 7 5 2 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 7 5 , 0 0 0 $ 0 4- 2 5 - 0 0 1 P a r k i n g C o n s u l t a n t $2 0 , 0 0 0 S K S e s t i m a t e f o r p a r k i n g l a y o u t $ 9 , 6 6 6 $ 1 0 , 3 3 4 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 2 0 , 0 0 0 $ 0 4- 2 8 - 0 0 1 J o i n t T r e n c h C o n s u l t a n t $0 I n c l u d e d i n W H p r o p o s a l $ 0 $ 0 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 0 $ 0 4- 3 0 - 0 0 1 C o n s u l t a n t R e i m b u r s a b l e s $7 2 , 2 7 0 3 % o f d e s i g n f e e s $ 3 4 , 9 2 9 $ 3 7 , 3 4 2 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 7 2 , 2 7 0 $ 0 4- 3 1 - 0 0 1 L i g h t i n g C o n s u l t a n t $5 0 , 0 0 0 E s t f o r l a n d s c a p e l i g h t i n g . S t r e e t l i g h t i n g i n c l i n W H . $ 2 4 , 1 6 5 $ 2 5 , 8 3 5 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 5 0 , 0 0 0 $ 0 SU B T O T A L I N D I R E C T C O S T S - C O N S U L T A N T S $2 , 4 8 1 , 2 8 4 $ 1 , 1 9 9 , 2 2 5 $ 1 , 2 8 2 , 0 6 0 $ 2 , 4 8 1 , 2 8 4 $ 0 5- 0 0 - 0 0 0 O T H E R I N D I R E C T C O S T S / C O N S T R U C T I O N 5- 0 1 - 0 0 1 P e r m i t / P l a n C h e c k F e e s $1 5 0 , 0 0 0 S K S e s t i m a t e ( c o v e r s $ 1 0 0 K p l a c e h o l d e r f r o m S M C ) $ 7 2 , 4 9 6 $ 7 7 , 5 0 4 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 1 5 0 , 0 0 0 $ 0 5- 0 2 - 9 9 9 O t h e r U t i l i t y C o n n e c t i o n F e e s $1 5 0 , 0 0 0 S K S e s t i m a t e $ 7 2 , 4 9 6 $ 7 7 , 5 0 4 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 1 5 0 , 0 0 0 $ 0 5- 0 3 - 0 0 1 T e s t i n g a n d S p e c i a l I n s p e c t i o n $3 0 0 , 0 0 0 S K S e s t i m a t e $ 1 4 4 , 9 9 2 $ 1 5 5 , 0 0 8 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 3 0 0 , 0 0 0 $ 0 5- 0 4 - 0 0 1 O n S i t e S e c u r i t y $1 0 0 , 0 0 0 S K S e s t i m a t e $ 4 8 , 3 3 1 $ 5 1 , 6 6 9 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 1 0 0 , 0 0 0 $ 0 5- 0 6 - 0 0 1 D e v e l o p m e n t M a n a g e m e n t F e e $2 , 1 7 9 , 7 6 5 S K S ( $ 1 M M ) , S M C ( $ 5 7 3 K ) , C u m m i n g ( $ 6 0 7 K ) $ 1 , 0 5 3 , 4 9 8 $ 1 , 1 2 6 , 2 6 7 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 2 , 1 7 9 , 7 6 5 $ 0 5- 0 8 - 0 0 1 I n s u r a n c e ( O C I P / P o l l u t i o n / B u i l d e r s R i s k ? ) $2 0 0 , 0 0 0 S K S e s t i m a t e $ 9 6 , 6 6 2 $ 1 0 3 , 3 3 8 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 2 0 0 , 0 0 0 $ 0 5- 0 9 - 0 0 1 A c c o u n t i n g F e e s $7 5 , 0 0 0 S K S e s t i m a t e $ 3 6 , 2 4 8 $ 3 8 , 7 5 2 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 7 5 , 0 0 0 $ 0 5- 1 0 - 0 0 1 A u d i t F e e s $0 A s s u m e n o a u d i t r e q u i r e d $ 0 $ 0 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 0 $ 0 5- 1 3 - 0 0 1 L e g a l ( C o n t r a c t s ) $1 0 0 , 0 0 0 S K S e s t i m a t e $ 4 8 , 3 3 1 $ 5 1 , 6 6 9 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 1 0 0 , 0 0 0 $ 0 5- 1 7 - 0 0 4 3 D M o d e l / R e n d e r i n g s $5 0 , 0 0 0 S K S e s t i m a t e $ 2 4 , 1 6 5 $ 2 5 , 8 3 5 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 5 0 , 0 0 0 $ 0 5- 1 7 - 9 9 9 O t h e r M a r k e t i n g / P r o m o t i o n $5 0 , 0 0 0 S K S e s t i m a t e $ 2 4 , 1 6 5 $ 2 5 , 8 3 5 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 5 0 , 0 0 0 $ 0 5- 1 9 - 9 9 9 O t h e r P r o j e c t A d m i n C o s t s $2 5 0 , 0 0 0 S K S e s t i m a t e $ 1 2 0 , 8 2 7 $ 1 2 9 , 1 7 3 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 2 5 0 , 0 0 0 $ 0 5- 2 0 - 0 0 1 I n d i r e c t C o s t C o n t i n g e n c y $2 0 5 , 3 1 4 5 % o f i n d i r e c t c o s t ( e x c e p t C M ) $ 9 9 , 2 3 0 $ 1 0 6 , 0 8 4 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 2 0 5 , 3 1 4 $ 0 5- 2 1 - 0 0 1 S t a r t - u p a n d M a i n t e n a n c e $2 0 0 , 0 0 0 S K S e s t i m a t e $ 9 6 , 6 6 2 $ 1 0 3 , 3 3 8 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 2 0 0 , 0 0 0 $ 0 $4 , 0 1 0 , 0 7 9 $ 1 , 9 3 8 , 1 0 3 $ 2 , 0 7 1 , 9 7 6 $ 4 , 0 1 0 , 0 7 9 $ 0 To t a l $ 4 4 , 1 4 1 , 5 0 1 $ 2 0 , 4 0 2 , 4 4 7 $ 2 3 , 7 3 9 , 0 5 5 $ 8 , 3 0 5 , 2 5 6 $ 3 5 , 8 3 6 , 2 4 5 EXHIBIT B  City Consultants    Land Fill Environmental Peer Reviewer   Tetratech Environmental  Landscape Peer Reviewer    RRM Design Group  Plan Checker      (tbd)  Project Management and Administration  Swinerton Management & Consulting  Legal       Meyers Nave    In the event City needs to change consultants then City will consult with OPD regarding replacement.  Exhibit C  Project Schedule    This Project Schedule is draft and conceptual; it shall be updated when general contractor is selected to  perform the work.     Plan Review   Streets & Utilities 35% Design submittal     January 2017   Landscape Schematic Design      January 2017   Landscape Design Development      May 2017   Streets & Utilities 65% Design submittal      June 2017   Landscape Construction Documents     August 2017   Streets & Utilities 95% Design Submittal     October 2017   Streets & Utilities 100% Design Submittal    October 2017  Cost Estimating   35% Design Cost Estimate      February 2017   65% Design Cost Estimate      July 2017   95% Design Cost Estimate      November 2017  Permitting   Initial Draft of “Revised Closure Plan” to SMCLEA/RWQCB  February 2017   Approval of Final Draft “Revised Closure Plan”     May 2017   RWQCB initial draft of Revised Waste Discharge Requirements (WDR) March 2017   RWQCB 2nd draft WDR       May 2017   Public Comment period ends for Waste Discharge Requirements  June 2017    All landfill approvals received to break ground    August 2017   Land Conveyance   Draft of Final Parcel Map      February 2017   Submit all closing documents to Agency for review per DDA 4.2.1 June 2017   All permits for demolition, grading and building are received  August 2017   Land Conveyance Closing      August 2017   Payment first installment under DDA to City    August 2017          Construction    Commencement of Construction     September 2017   Construction Completion      October 2018   Exhibit D  Approved Design Consultants  Consultant Responsibility  Langan Treadwell Rollo Geotechnical, Environmental  Wilsey Ham Civil Engineering, Surveying  James Corner Field Operations  Landscape Architecture  Cumming Construction Management  Hathaway Dinwiddie Construction Company  Preconstruction Services  Exhibit E  Project Management Plan (PMP)    (Attached)  Project Management Process (PMP) For Design and Construction Projects Oyster Point Development Phase IC Edited: January 6, 2017 TABLE OF CONTENTS 1.0 Executive Agreement 1.1 Project Manager 1.2 PMP Ratification 2.0 Introduction 3.0 Project Description & Scope 4.0 Project Resource Allocation Plan 5.0 Project Management Structure 6.0 Project Oversight Team 7.0 Integrated Project Team (IPT) 7.1 Roles & Responsibilities of the IPT Members 7.2 IPT Consultants and Contractors 7.3 IPT Contracting Authority 7.4 IPT Directory 8.0 Contract Administration & Status Reports 8.1 Project Schedule 8.1.1 Design Schedule 8.1.2 Construction Schedule 8.2 Project Budget 8.2.1 Project Budget Approval Process 8.2.2 Project Budget Revisions Process 8.3 Monthly Draw Process 8.3.1 Project Status Update 8.3.2 Project Budget Update 8.3.3 Project Payment Approval 8.3.4 Invoices with Backup 8.3.5 Monthly Cash Flow 8.3.6 Lien Waivers 8.4 Chart of Accounts 8.5 Draw Dates        8.6 Contingencies 9.0 Design Phase 9.1 Project Baseline 9.2 Design Submittals and Review Process 9.3 Current Working Estimates (CWE) 9.4 Design Changes Procedures 9.5 Design Milestone Meetings 10.0 Construction 10.1 Construction Change Procedures 10.2 Construction Quality Assurance Management 10.3 Construction Meetings 10.3.1 Weekly OAC Meetings 10.3.2 Construction Milestone Meetings 10.4 Construction Risk Manager 10.5 Commissioning Quality Assurance (QA) & Systems Testing 10.6 Substantial Completion 10.7 Deficiencies 10.8 Letter of Acceptance 10.9 Claims 10.10 Construction As-Built Drawings 10.11 Operations and Maintenance (O&M) manuals 11.0 Warranty Protocol APPENDIX Attachment – A: Project Management Structure Attachment – B: IPT Directory Attachment – C Project Schedule Attachment – D: Example Project Budget Attachment – E: Example Project Payment Approval Attachment – F: Example Conditional Lien Waiver Attachment – G: Example Unconditional Lien Waiver Attachment – H: Chart of Accounts Attachment – I: Example Monthly Project Status Report Attachment – J: Example Change Order Log Attachment – K: Example Form of Risk Register 5 1.0 Executive Agreement The Integrated Project Team (IPT) members listed below fully support the provisions of this Project Management Process (PMP). Each team member is dedicated to the successful execution of this project to ensure that the complete, comprehensive objectives of designing and constructing the project are attained with minimum number of changes, at the least possible cost growth, and within the agreed timeframe. The PMP is a living document and may be updated at any time as required by the IPT. All changes to the PMP will be coordinated with the IPT for concurrence prior to implementation. 1.1 Project Manager: The Project Manager (PM) in the Oyster Point Development Infrastructure Phase IC (“Phase IC Improvements”) is responsible for the overall execution of the project from initiation of the Design Phase through the completion of Construction Bid documents, including follow-on construction services. The PM reports to the IPT and is responsible for developing and maintaining this PMP, in coordination with the IPT and IPT support members. The PM will provide any updates to this PMP, with all supporting project documentation, to all members of the IPT and will update the documentation as required by the IPT. 1.2 PMP Ratification: This PMP has been developed and fully coordinated with the IPT members and is integral to the successful completion and occupancy of this project. The IPT members are fully engaged and committed to work together within the guidelines of the PMP. Each signatory acknowledges review and approval of this document. IPT Member Oyster Point Development, LLC Representative IPT Member City of South San Francisco/ South San Francisco Successor Agency Representative Support to IPT Project Manager Construction Manager Support Team to City/Agency IPT Client Representative 2.0 Introduction The purpose of the Project Management Process (PMP) is to provide guidelines for design and construction projects in conjunction with Agreement for Development Management Services, dated _____, 2017 and the Disposition and Development Agreement (“DDA”), dated March 23, 2011. It is to be reviewed, approved, and signed by the IPT. 6 Establish the framework and process for the management and execution of the procurement, design, and construction of the Phase IC Improvements. Outline the project scope, budget, construction resource requirements, roles, responsibilities, authorities of the City of South San Francisco (“City”) and the South San Francisco Successor Agency (“Agency”), and Oyster Point Development, LLC (“OPD”). Outline the technical performance requirements for the management and control of the project from initiation of concept design through construction, and final delivery to the customer/user. Establish decision procedures for the review and resolution of inquiries and proposals for changes. Providing a quality project on schedule and within budget is the primary objective of all IPT members and support team members. The operating procedure described in this plan supplements existing regulations for the purpose of establishing more detailed and specific relationships among organizations participating in this project. It is intended that this management plan be a living document subject to change as conditions warrant or as project experience dictates. 3.0 Project Description and Scope OPD, the City and the Agency are parties to that certain Disposition and Development Agreement (“DDA”), dated March 23, 2011 and pursuant to that certain Consent, Assignment and Assumption Agreement dated August 18, 2016, which relate to development of specified real property owned by OPD and the City, respectively. The DDA provides for construction of improvements in Phases IC and IIC on the properties owned by City and OPD. The DDA allocates costs and responsibilities for the design and construction of the improvements to Phases IC and IIC. The City (acting on behalf of the City and Agency) and OPD desire to have OPD manage design and construction of the improvements specified herein subject to the terms set forth herein which are intended to be consistent with the allocation of responsibilities set forth in the DDA. 4.0 Project Resource Allocation Plan The Project Budget is shown in Attachment – D. The budget summary includes all Project Budget estimated costs for the project including all project development costs, design services, site preparation and construction costs, construction support, and project support costs. 5.0 Project Management Structure See Attachment - A for Project Management Structure. 6.0 Project Oversight Team The Project Oversight Team provides strategic leadership and oversight in the delivery of the Phase IC Improvements program and resolves issues that cannot be resolved at lower levels. Specifically, the Team will provide the following oversight and direction: 7 Render decision on recommendations or changes presented by the IPT with input from IPT support team members Stay informed of the project development and status Confirm and prioritize the requirements for the project Resolve any issues that cannot be resolved at other lower project management levels. Levels of Oversight: o 1st Level of Project Oversight: Clara Tang, Executive Vice President and Marian Lee, Assistant City Manager o 2nd Level of Project Oversight: Taotao Song, Chief Executive Officer and Mike Futrell, City Manager 7.0 Integrated Project Team (IPT) The Integrated Project Team (IPT) is essential to the successful execution of the overall project goals and objectives. The IPT support team members are advisory to the IPT members. The IPT is established at the very onset of the initial project authorization and assists the PM in developing the strategies for the design and construction processes and resource requirements. 7.1 Roles and responsibilities of the IPT Members: 1.Project Manager (PM): The Project Manager (PM) reports to and receives direction from the IPT. The PM has the single point stewardship responsibility for all aspects of the project during the execution and has overall responsibility for project management, schedule and cost compliance. The Project Manager is the proponent of the acquisition planning and the solicitation process. The PM represents the interests of both OPD and the Agency/City and manages all associated services in the execution of this project including; a) environmental requirements, b) schedules all project conformance review meetings, c) prepares the agenda, coordinates time, d) prepares and distributes minutes, e) updates the required Project Status Reports, f) briefs IPT on the project status during the weekly Project meetings, and g) keeps them informed on conformance with the project, changes, and problem areas regarding the project. The PM has a limited delegation of authority set by the IPT and has the authority to direct the contractor within the scope of the contract. The PM manages project funds that are within IPT’s control. The PM is the primary conduit for all change orders, and correspondence associated with any contract that supports this project. The PM coordinates all necessary approvals for changes by IPT members and prepares and transmits requests for changes and all approved changes to the IPT. 2.Client Representative (CR): The CR is responsible for project coordination with the City and the Agency and for reporting project status to the Project Oversight Team. The Client Representative will support the PM in coordinating and validating Agency requirements and requests for changes during the design and construction phases. CR will attend all design and project review meetings, contractor selection activities, and the government’s conformance review meetings representing the interests of the City and the Agency. The CR represents the City and the Agency interests and objectives for this project. The CR will be the primary point of contact representing user requirements. 8 3.Construction Manager (CM): The Construction Manager (CM) reports to and receives direction from the IPT. The CM has the main point of responsibility for all onsite construction administration related aspects of the project once construction bid documents are issued and through construction close out. The CM has overall responsibility for daily onsite construction administration and schedule. The CM represents the interests of both OPD and the Agency/City and manages all associated services in the execution of this project including; a) construction administration b) construction schedule updates c) prepares project meeting agenda and minutes, e) updates the required Project Status Reports, f) briefs IPT on the project status during the weekly Project meetings, and g) keeps them informed on conformance with the project, changes, and problem areas regarding the project. The CM has a limited delegation of authority set by the IPT and has the authority to direct the contractor within the scope of the contract. 7.2 IPT - Consultants and Contractors (Integrated Project Team) 1.Architect-Engineer (A/E): The A/E services may include but are not limited to the following: program of requirements, conceptual design, project design manual, proposed schematic design, design development, construction bid documents including specifications, Construction Cost. The A/E services may include assisting the PM in providing project conformance oversight and construction observation for in-place elements for review of conformance. The Project Manager (PM) will enforce and administer the existing contract. All changes to the A/E’s contract will be proposed and implemented by the Project Manager and subject to approval by the IPT. 2.Construction Contractor: The firm awarded the contract is responsible for providing Quality Assurance and Quality Control (QA/QC) in accordance with the contract. The PM will provide conformance reviews with technical assistance from the A/E. All changes to the contract will be proposed and implemented only by the Project Manager subject to approval of IPT. 7.3 IPT Contracting Authority The PM/CM are the only IPT members authorized to direct changes to the design and construction contracts and such changes shall require prior authorization per Section 2.03(j) of the Agreement for Development Management Services. Changes that the IPT determines should be made to the contracts must be directed through the PM. The IPT must not provide any direction or clarifications to the contractor or his/her subcontractors without going through the PM/CM. All issues that will impact the scope and intent of the contract must be brought to the attention of the PM/CM for review and resolution by the PM/CM. 7.4 IPT Directory (see Attachment – B) The Integrated Project Team (IPT) directory provides the key point of contact for coordination of project issues. 9 8.0 Contract Administration and Status Reports The Project Manager/Construction Manager is responsible for managing the overall project and coordination of project issues and actions with the IPT. The PM/CM will ensure that accurate project status reports are maintained and provided to the IPT members in a timely manner. Project issues will be coordinated by various means including teleconference, electronic messaging, and on-site meetings. The PM will establish uniform and consistent project reporting processes with the IPT. The PM will coordinate and validate users’ requirements during the programming and schematic design phase of the project. Construction progress review meetings will be conducted as an expansion of the monthly/weekly project conformance review meetings. These meetings will be held every 2 weeks or on an as- needed basis. The construction progress review meetings will be attended by the IPT and chaired by the PM/CM and may be held at the project site or by tele-conference calls. The expanded agenda will address and resolve any outstanding project scope, cost, schedule, and pending requests for changes. 8.1 Project Schedule (Attachment – C) 8.1.1 Design Schedule: The project design schedule will be developed by the PM and coordinated with the IPT at the initial team meeting. A Project Design Schedule is provided as an attachment to this PMP as Attachment – C. Considerations in the development of the design project schedule will include the following factors: Date of initial authorization to begin design Each Phase of design (35% etc.) and review period City review period durations 8.1.2 Construction Schedule: The construction schedule will be developed during the development of the RFP. The construction schedule will be refined by the Project Team during the final design development to establish all essential time lines. The IPT will review the schedule to ensure appropriate durations have been included for all aspects of the construction, to include the following considerations: 1.Construction contract period of performance. 2.Commissioning. 3.Substantial Completion (contractor). 4.Final completion (all punch list/bond release items completed) (contractor). 10 8.2 Project Budget (Attachment – D) 8.2.1 Project Budget Approval Process: The Project Budget is attached hereto as Attachment D. 8.2.2 Project Budget Contingency: Based on size and complexity of the project, the dollar threshold level for the Direct Cost Contingency and any amendments thereto will be recommended by the Project Manager and subject to approval by the IPT. 8.2.3 Project Budget Revisions Process: The project budget revision will be developed by the PM and distributed to the IPT for review and approval as required by Section 2.02(a) of the Agreement for Development Management Services. 8.3 Monthly Draw Process 8.3.1 Monthly Project Status Report (Attachment – I): The Monthly Project Status Report will be developed by the PM and distributed to the IPT for review on a monthly basis as part of the draw package. 8.3.2 Change Order Log (Attachment – J): The Change Order Log will be developed by the PM and distributed to the IPT for review on a monthly basis as part of the draw package. 8.3.3 Project Payment Approval (Attachment – E): The project payment approval will be developed by the PM and distributed to the IPT for review and approval on a monthly basis as part of the draw package. 8.3.4 Invoices with Backup: The project invoices with backup will be vetted by the PM and distributed to the IPT for review on a monthly basis as part of the draw package. 8.3.5 Monthly Cash Flow: The project cash flow and contingency budgets will be updated on a monthly basis by the PM and distributed to the IPT for review as part of the draw package. 8.3.6 Lien Waivers (Attachment - F & G): The project conditional and unconditional lien waivers will be reviewed by the PM and distributed to the IPT for review on a monthly basis as part of the draw package. 11 8.4 Chart of Accounts (Attachment – H) The project will utilize the chart of accounts as shown in Attachment H. The chart of account has specific cost codes for both hard and soft project costs. If the chart of accounts requires any revisions the PM will make these changes and distribute to the IPT for review and approval. 8.5 Draw Dates & Distribution The PM will distribute the monthly draw package electronically via email for review no later than the 12th of each month to allow time for the IPT to review, approve and fund by the 30th of the month. 8.6 Contingencies 8.6.1 Direct Cost Contingency: The Direct Cost Contingency is to be used for changes in the project scope as directed by the IPT and/or unforeseen conditions not anticipated in the construction drawings. 8.6.2 Contractor Contingency: The Contractor Contingency (included within the 19% General Conditions and mark ups line item) funds shall be used during the estimating period to cover undeveloped detail in the progress drawings and then be reduced at the time of the construction contract to be used for gaps in the buyout or other omissions by the contractors. 8.6.3 Indirect Cost Contingency: The Indirect Cost Contingency is to be used for unanticipated soft costs such as additional services by design consultants and/or additional administrative costs. 9.0 Design Phase All IPT and IPT support team members will be asked to formally review and comment on the 35%, 65% and 95% design documents and for landscape design at Schematic Design (SD), Design Development (DD), and Construction Document (CD), to ensure that the project specific requirements are incorporated in the design documents. The PM will provide copies to: City staff for technical review and input. Additionally, the PM, or a designated representative, will perform Technical and Environmental compliance reviews prior to issuing for bid, thereby minimizing the potential changes during construction. 9.1 Project Baseline The project baseline (“Baseline”) was previously established within the Disposition and Development Agreement (“DDA”), dated March 23, 2011. Any changes to the Baseline will require approval by the Project Oversight Team. 12 9.2 Design Submittals and Review Process The PM will distribute the design documents for review by the IPT at the following milestones: 35%, 65% and 95% and for landscape design at Schematic Design (SD), Design Development (DD), and Construction Document (CD). The IPT will have two weeks to review and provide comments to the PM to be included in the next design phase. During the review period, the design team will continue working on the design documents as to not delay the design process. Following the 95% design review period, changes will be incorporated as appropriate as the 100% Design documents. 9.3 Total Project Cost (TPC) The total project Total Project Cost shall be developed by the Contractor and distributed by the PM to the IPT at the 35% and 65% design and for landscape design at Schematic Design (SD), Design Development (DD), and Construction Document (CD) milestones. The General Contractor or project Preconstruction services provider, will provide at each submittal an updated construction cost estimate. The IPT will review the TPC submittal, provide comments, and approve or reject the TPC. The 95% and CD design documents will service as the basis for the bid documents and any final changes in the 100% design documents shall be incorporated into the construction contract. The PM shall update the project TPC during construction as required and post the TPC as part of the monthly Project Status Report. 9.4 Design Change Procedures Any requested programmatic design changes during design phase shall be submitted by the Client Representative to the PM in writing describing the scope and justification for the change. The PM will review the change request into consideration and determine the impact on funding, schedule and justification of requested change. 9.4.1 Programmatic Changes During Design: Changes need to be submitted in writing by the Client Representative to the PM describing the scope and justification for the change. Programmatic Changes are the result of requirements that IPT determines were not originally identified during programming and that need to be implemented into the design or new requirements. A revised construction cost estimate and schedule reflecting the requested design change impact(s) to project needs to be provided. Implementation of Programmatic Changes: The PM will develop a description of the scope change, a cost estimate, determine potential delays, and impact on budget. Changes that impact the total project cost above the previously established threshold or schedule shall be brought to the Project Oversight Team for review and approval 9.5 Design Milestone Meetings 13 The PM will schedule design milestone meetings with the IPT and City Staff at 35%, 65%, and 95% Design and for landscape design at Schematic Design (SD), Design Development (DD), and Construction Documents (CD) milestones. The PM will schedule interim design updates between milestones with the IPT and City Staff. 10.0 Construction Phase The concept of informal partnering should be used for the construction of all projects. Partnering creates an environment that nurtures cooperative team-building that is in pursuit of common goals and objectives. This is an approach to conducting business that focuses on making the goals of all the project stakeholder better understood and managed to achieve positive results. 10.1 Construction Change Procedures: 10.1.1 Technical Changes: These are changes that must be incorporated to allow the construction to proceed on schedule and to provide a fully functional project. The change may be generated as a result of differing site conditions, errors or omissions in the programming or specifications, or changes in order to be code compliant. Funding for Technical changes is covered by the Direct Cost Design Contingency funds and is managed by the Project Manager. Approval of change orders shall be as set forth in Section 2.03(j) of the Agreement for Development Management Services. Implementation of Technical Changes: These changes, will receive top priority for implementation. Approval authority for these changes rests with the Assistant City Manager and must be processed through the PM within 10 working days. Technical changes are funded from the Direct Cost Contingency funds. The PM will monitor the expenditure of the Direct Cost Contingency funds. Expenditure of contingency funds shall be reported to City for monitoring purposes. When a technical change (in the judgment of the PM) impacts the project’s construction contingency funds the PM shall inform the IPT of the requested change and impact to the project (see attached flow chart). When the IPT is in agreement with the technical change, the PM shall inform the Project Oversight Team of the requested change and impact to the project. 10.1.2 Programmatic Changes during Construction: These are generally requests for changes to the construction contract initiated by the City and are covered under the Direct Cost Contingency funds. Such changes after contract award are normally very expensive and may delay completion of the project. They should be held to a minimum. Implementation of Programmatic Changes: Programmatic Changes will be managed to avoid exhausting available contingency funds prior to identification and resolution of all mandatory technical changes. Implementation of program changes can not cause unacceptable schedule or cost impacts to the contract. 14 Program changes may be deferred for future consideration if funds are still available following completion of the contract work. Deferred changes, if implemented, may be competitively bid in a separate follow-on contract at the end of the main contract. Program changes may be implemented during the basic contract work if they cannot reasonably be deferred due to the nature of the work or if earlier implementation is in the best interest of the project stakeholders. The PM and IPT will maintain a priority list of deferred program changes with preliminary cost estimate(s). All requests for program changes will be submitted by the Client Representative to the PM. When required the PM will provide a written scope of work, preliminary cost estimate and impact statement for the proposed program change. The PM will review the proposed change with the IPT (scope change, schedule, cost estimate and impacts) to determine if the change is out of project or contract scope, exceeds available funds or if the change should be deferred, the PM and IPT will submit the requested change, along with the City approved source of funds, to the Project Oversight Team for review and approval. If the change is approved, the PM may request additional funds from the City for the change. 10.2 Construction Quality Assurance Management: Construction Quality Assurance is the responsibility of the CM. The goal is to achieve a quality construction by conforming to the contract requirements. A close working relationship facilitates communication and issue resolution shall be established early in the project between the Contractor, the CM and the PM to achieve this goal. 10.3 Risk Register: PM/CM shall prepare and submit to IPT on a monthly basis a Risk Register and shall make recommendations to the IPT to resolve issues on the Risk Register (Attachment - K). 10.4 Quality Assurance (QA) & Special Testing; All material testing and special inspection, shall be identified in the specification. Testing and Special Inspections as required by building code will be performed by an independent third party. 10.5 Substantial Completion: Prior to substantial completion and final acceptance of the project, periodic conformance inspections shall be conducted on an area-by-area basis or on a functional basis by the CM. The purpose of these conformance inspections is to minimize delays and insure efficient turnover. The Contractor shall correct any construction deficiencies identified during these visits before a final turn over is scheduled. 10.6 Deficiencies: At project completion, if the space is not safe and cannot be used for its intended use, the PM shall first determine that any major deficiencies have been corrected; before a final acceptance inspection is scheduled with the IPT, end-user representative(s) and other participants is conducted. Teams may include representatives from the City and PM, and others as appropriate. 10.7 Letter of Acceptance: Prior to turnover to the City, the CM shall obtain from the “Client Representative” a signed “letter of acceptance”. 15 10.8 City Assumes Responsibility: Upon substantial completion and turnover to the City, the City will assume responsibility for the operation and maintenance of the project. 10.9 Claims: The CM will immediately inform the IPT if there are any pending claims. Upon determination by the CM that a contractor’s claim in whole or in part has merit, the CM will prepare a standard change request with the agreed amount and forward it with rationale for merit to City for funding guidance. Standard procedures for estimating and negotiating will be followed to assure timely execution of a completed contract modification to resolve the claim. Approval of change orders shall be as set forth in Section 2.03(j) of the Agreement for Development Management Services. 10.9 As-Built Documents: Completed as-built drawings including all electronic drawing files are to be provided within 30 days of turnover and before final payment. The PM will ensure that the contractor prepares the completed as-built drawings both red-line and on CADD. The as-built drawings will be delivered to the City directly along with a copy of the specifications, warranties, and O&M manual. 10.10 Operations and Maintenance (O&M) manual: Shall be identified in the General Conditions of the Specification. 11.0 Warranty Protocol: The PM/CM will maintain a list of any deficiencies outstanding at substantial completion. The PM/CM will coordinate closely with the contractor to insure prompt correction of deficiencies. Prior to the handover date, the PM/CM will conduct a pre-warranty conference with the contractor and with the City representative in attendance. During the pre-warranty conference the contractor shall provide a list of sub-contractors, phone numbers and names of contact person responsible for the execution of any warranty work. The City will have the responsibility of administering the warranty program throughout the contractually specified warranty period. The City upon notification of a possible warranty requirement, will do an initial investigation to ensure that the problem is covered under warranty. The City will then contact the contractor listed on the on the warranty list and issue a request for corrective action. The City shall maintain a log of all warranty requests received with: request date, actions taken, completion date or pending and will inform the initiators of such status on a weekly basis. If required, the PM will assist in resolving warranty items in the event the contractor is not available to respond in an expeditious manner. At eleven (11) months after transfer, the PM/CM will conduct joint inspections with the contractor, City and any other representatives to identify defects and plan corrective actions. The CM will contact the City prior to these inspections for the list of warranty call log and potential latent defects on the project. These items will be reviewed by the PM/CM for possible follow-up action. During this same inspection, the PM/CM may conduct a Post Delivery Evaluation of the Project. 16 (Attachment-A) Project Management Structure 17 (Attachment – B) IPT Directory The Integrated Project Team (IPT) directory providing the key point of contact for coordination of project issues is as follows: POC Project Manager: (Steve Shanks, SKS Partners, LLC 601 California Street Suite 1310, San Francisco, CA 94108, 415-421-8200) IPT Member – Oyster Point Development, LLC: Clara Tang, 401 Marina Blvd., Suite 200, South San Francisco, CA 94080, (650) 878-6636) IPT Member – City of South San Francisco/South San Francisco Successor Agency: (Marian Lee, 400 Grand Avenue, South San Francisco, CA 94080, (650) 877-8500) Client Representative: (Dennis Wong, 260 Townsend Street, San Francisco, CA 94107, (415) 617-1451) Construction Manager: (Marcus Staniford, 475 Sansome Street, Suite 520, San Francisco, CA 94111, (415) 748-3097) 18 (Attachment – C) Project Schedule This Project Schedule is draft and conceptual; it shall be updated when general contractor is selected to  perform the work.  Plan Review  Streets & Utilities 35% Design submittal January 2017  Landscape Schematic Design January 2017  Landscape Design Development May 2017 Streets & Utilities 65% Design submittal June 2017  Landscape Construction Documents August 2017 Streets & Utilities 95% Design Submittal October 2017 Streets & Utilities 100% Design Submittal October 2017 Cost Estimating   35% Design Cost Estimate February 2017  65% Design Cost Estimate July 2017  95% Design Cost Estimate November 2017 Permitting  Initial Draft of “Revised Closure Plan” to SMCLEA/RWQCB February 2017 Approval of Final Draft “Revised Closure Plan”May 2017 RWQCB initial draft of Revised Waste Discharge Requirements (WDR) March 2017 RWQCB 2nd draft WDR May 2017 Public Comment period ends for Waste Discharge Requirements June 2017 All landfill approvals received to break ground August 2017 Land Conveyance   Draft of Final Parcel Map February 2017 Submit all closing documents to Agency for review per DDA 4.2.1 June 2017 All permits for demolition, grading and building are received August 2017  Land Conveyance Closing August 2017 Payment first installment under DDA to City August 2017 Construction    Commencement of Construction September 2017  Construction Completion October 2018 19 (Attachment – D) Example Project Budget (Attach Example Project Budget) 1/11/2017 Oy s t e r P o i n t - P h a s e I C D e v e l o p m e n t Bu d g e t OP D / A g e n c y C o s t s S p l i t Direct Cost/Soft Cost Breakout SK S A c c o u n t Co d e Ac c o u n t D e s c r i p t i o n Cu r r e n t B u d g e t Ph a s e I C No t e s T o t a l C o s t O P D To t a l C o s t s Ag e n c y No t e s Soft Costs Budget BreakoutDirect Costs Budget Breakout 48 % 5 2 % So f t C o s t S p l i t 1- 0 0 - 0 0 0 A C Q U I S I T I O N A N D D I L I G E N C E C O S T S 1- 0 2 - 0 0 1 T i t l e F e e s $2 0 , 0 0 0 F o r L a n d C o n v e y a n c e $ 9 , 6 6 6 $ 1 0 , 3 3 4 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 2 0 , 0 0 0 $ 0 1- 0 3 - 0 0 1 O t h e r C l o s i n g F e e s $2 0 , 0 0 0 F o r L a n d C o n v e y a n c e $ 9 , 6 6 6 $ 1 0 , 3 3 4 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 2 0 , 0 0 0 $ 0 1- 0 5 - 0 0 1 L e g a l $5 0 , 0 0 0 F o r L a n d C o n v e y a n c e $ 2 4 , 1 6 5 $ 2 5 , 8 3 5 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 5 0 , 0 0 0 $ 0 SU B T O T A L A C Q U I S I T I O N A N D D I L I G E N C E C O S T S $9 0 , 0 0 0 $ 4 3 , 4 9 8 $ 4 6 , 5 0 2 $ 9 0 , 0 0 0 $ 0 2- 0 0 - 0 0 0 E N T I T L E M E N T S 2- 0 1 - 0 0 1 L e g a l $2 5 0 , 0 0 0 A s s u m e $ 1 1 5 K f o r M N + M o f o $ 1 2 0 , 8 2 7 $ 1 2 9 , 1 7 3 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 2 5 0 , 0 0 0 $ 0 2- 0 5 - 0 0 1 C o m m u n i t y O u t r e a c h $2 5 0 , 0 0 0 S K S e s t i m a t e $ 1 2 0 , 8 2 7 $ 1 2 9 , 1 7 3 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 2 5 0 , 0 0 0 $ 0 SU B T O T A L E N T I T L E M E N T S $5 0 0 , 0 0 0 $ 2 4 1 , 6 5 4 $ 2 5 8 , 3 4 6 $ 5 0 0 , 0 0 0 $ 0 3- 0 0 - 0 0 0 DI R E C T C O S T S 3- 0 1 - 0 0 1 D i r e c t C o s t s $2 8 , 4 6 6 , 9 6 6 T o t a l o f P h a s e I C D i r e c t C o s t s ( A - H ) $ 1 2 , 9 8 1 , 3 7 1 $ 1 5 , 4 8 5 , 5 9 5 O P D ( A . 1 & H c a p p e d ) , A g e n c y ( A . 2 - G ) $ 0 $ 2 8 , 4 6 6 , 9 6 6 3- 5 0 - 0 0 1 P r e - C o n s t r u c t i o n S e r v i c e s $2 0 0 , 0 0 0 S K S e s t i m a t e $ 9 6 , 6 6 2 $ 1 0 3 , 3 3 8 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 2 0 0 , 0 0 0 $ 0 3- 5 1 - 0 0 1 G e n e r a l C o n d i t i o n s & M a r k - u p s ( 1 9 % ) $5 , 4 0 8 , 7 2 4 1 9 % m a r k u p $ 2 , 4 6 6 , 4 6 1 $ 2 , 9 4 2 , 2 6 3 O P D ( A . 1 & H c a p p e d ) , A g e n c y ( A . 2 - G ) $ 0 $ 5 , 4 0 8 , 7 2 4 3- 5 5 - 0 0 1 C o n t r a c t o r B o n d s $2 5 4 , 0 6 8 0 . 7 5 % m a r k u p $ 1 1 5 , 8 5 9 $ 1 3 8 , 2 0 9 O P D ( A . 1 & H c a p p e d ) , A g e n c y ( A . 2 - G ) $ 0 $ 2 5 4 , 0 6 8 SU B T O T A L E N T I T L E M E N T S $3 4 , 3 2 9 , 7 5 7 $ 1 5 , 6 6 0 , 3 5 2 $ 1 8 , 6 6 9 , 4 0 5 $ 2 0 0 , 0 0 0 $ 3 4 , 1 2 9 , 7 5 7 3- 6 1 - 0 0 1 E s c a l a t i o n A l l o w a n c e $1 , 7 0 6 , 4 8 8 5 % e s c a l f r o m 1 0 / 2 6 / 1 6 e s t i m a t e t o s t a r t o f c o n s t . $ 8 2 4 , 7 5 9 $ 8 8 1 , 7 2 9 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 0 $ 1 , 7 0 6 , 4 8 8 3- 6 2 - 0 0 1 D e s i g n C o n t i n g e n c y $1 , 0 2 3 , 8 9 3 3 % o f d i r e c t c o s t s $ 4 9 4 , 8 5 6 $ 5 2 9 , 0 3 7 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 1 , 0 2 3 , 8 9 3 $ 0 SU B T O T A L D I R E C T C O S T S O W N E R $2 , 7 3 0 , 3 8 1 $ 1 , 3 1 9 , 6 1 5 $ 1 , 4 1 0 , 7 6 6 $ 1 , 0 2 3 , 8 9 3 $ 1 , 7 0 6 , 4 8 8 4- 0 0 - 0 0 0 I N D I R E C T C O S T S - C O N S U L T A N T S 4- 0 1 - 0 0 1 A r c h i t e c t $1 0 0 , 0 0 0 S K S E s t i m a t e - D e s i g n o f r e s t r o o m s $ 4 8 , 3 3 1 $ 5 1 , 6 6 9 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 1 0 0 , 0 0 0 $ 0 4- 0 2 - 0 0 1 S t r u c t u r a l E n g i n e e r $3 0 , 0 0 0 S K S E s t i m a t e - D e s i g n o f r e s t r o o m s $ 1 4 , 4 9 9 $ 1 5 , 5 0 1 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 3 0 , 0 0 0 $ 0 4- 0 3 - 0 0 4 M E P E n g i n e e r $3 0 , 0 0 0 S K S E s t i m a t e - D e s i g n o f r e s t r o o m s $ 1 4 , 4 9 9 $ 1 5 , 5 0 1 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 3 0 , 0 0 0 $ 0 4- 0 4 - 0 0 1 G e o t e c h n i c a l E n g i n e e r $8 9 , 2 0 0 L T R T a s k 2 + $ 2 5 K f o r f i e l d o b s e r v a t i o n s $ 4 3 , 1 1 1 $ 4 6 , 0 8 9 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 8 9 , 2 0 0 $ 0 4- 0 5 - 0 0 1 C i v i l E n g i n e e r $9 8 4 , 2 2 9 W H p r o p o s a l P h a s e I C S & U d a t e d 1 2 / 1 9 / 1 6 $ 4 7 5 , 6 8 6 $ 5 0 8 , 5 4 3 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 9 8 4 , 2 2 9 $ 0 4- 0 7 - 0 0 1 E n v i r o n m e n t a l C o n s u l t a n t $4 9 , 9 6 0 T e t r a t e c h p r o p o s a l 9 / 2 0 / 1 6 $ 2 4 , 1 4 6 $ 2 5 , 8 1 4 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 4 9 , 9 6 0 $ 0 4- 1 2 - 0 0 1 C o d e C o n s u l t a n t $1 0 , 0 0 0 S K S e s t i m a t e $ 4 , 8 3 3 $ 5 , 1 6 7 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 1 0 , 0 0 0 $ 0 4- 1 4 - 0 0 1 C o n s t r u c t i o n M a n a g e r $0 S e e D e v M a n a g e m e n t F e e B e l o w $ 0 $ 0 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 0 $ 0 4- 1 8 - 0 0 1 G r a p h i c D e s i g n e r $5 0 , 0 0 0 S i g n a g e a n d b r a n d i n g $ 2 4 , 1 6 5 $ 2 5 , 8 3 5 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 5 0 , 0 0 0 $ 0 4- 2 2 - 0 0 1 L a n d s c a p e A r c h i t e c t $9 2 0 , 6 2 5 J C F O p r o p o s a l 9 / 2 1 / 1 6 ( I C ) + R R M p r o p o s a l 1 / 5 / 1 7 $ 4 4 4 , 9 4 5 $ 4 7 5 , 6 8 0 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 9 2 0 , 6 2 5 $ 0 4- 2 4 - 0 0 1 M i s c e l l a n e o u s C o n s u l t a n t s $7 5 , 0 0 0 S K S e s t i m a t e $ 3 6 , 2 4 8 $ 3 8 , 7 5 2 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 7 5 , 0 0 0 $ 0 4- 2 5 - 0 0 1 P a r k i n g C o n s u l t a n t $2 0 , 0 0 0 S K S e s t i m a t e f o r p a r k i n g l a y o u t $ 9 , 6 6 6 $ 1 0 , 3 3 4 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 2 0 , 0 0 0 $ 0 4- 2 8 - 0 0 1 J o i n t T r e n c h C o n s u l t a n t $0 I n c l u d e d i n W H p r o p o s a l $ 0 $ 0 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 0 $ 0 4- 3 0 - 0 0 1 C o n s u l t a n t R e i m b u r s a b l e s $7 2 , 2 7 0 3 % o f d e s i g n f e e s $ 3 4 , 9 2 9 $ 3 7 , 3 4 2 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 7 2 , 2 7 0 $ 0 4- 3 1 - 0 0 1 L i g h t i n g C o n s u l t a n t $5 0 , 0 0 0 E s t f o r l a n d s c a p e l i g h t i n g . S t r e e t l i g h t i n g i n c l i n W H . $ 2 4 , 1 6 5 $ 2 5 , 8 3 5 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 5 0 , 0 0 0 $ 0 SU B T O T A L I N D I R E C T C O S T S - C O N S U L T A N T S $2 , 4 8 1 , 2 8 4 $ 1 , 1 9 9 , 2 2 5 $ 1 , 2 8 2 , 0 6 0 $ 2 , 4 8 1 , 2 8 4 $ 0 5- 0 0 - 0 0 0 O T H E R I N D I R E C T C O S T S / C O N S T R U C T I O N 5- 0 1 - 0 0 1 P e r m i t / P l a n C h e c k F e e s $1 5 0 , 0 0 0 S K S e s t i m a t e ( c o v e r s $ 1 0 0 K p l a c e h o l d e r f r o m S M C ) $ 7 2 , 4 9 6 $ 7 7 , 5 0 4 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 1 5 0 , 0 0 0 $ 0 5- 0 2 - 9 9 9 O t h e r U t i l i t y C o n n e c t i o n F e e s $1 5 0 , 0 0 0 S K S e s t i m a t e $ 7 2 , 4 9 6 $ 7 7 , 5 0 4 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 1 5 0 , 0 0 0 $ 0 5- 0 3 - 0 0 1 T e s t i n g a n d S p e c i a l I n s p e c t i o n $3 0 0 , 0 0 0 S K S e s t i m a t e $ 1 4 4 , 9 9 2 $ 1 5 5 , 0 0 8 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 3 0 0 , 0 0 0 $ 0 5- 0 4 - 0 0 1 O n S i t e S e c u r i t y $1 0 0 , 0 0 0 S K S e s t i m a t e $ 4 8 , 3 3 1 $ 5 1 , 6 6 9 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 1 0 0 , 0 0 0 $ 0 5- 0 6 - 0 0 1 D e v e l o p m e n t M a n a g e m e n t F e e $2 , 1 7 9 , 7 6 5 S K S ( $ 1 M M ) , S M C ( $ 5 7 3 K ) , C u m m i n g ( $ 6 0 7 K ) $ 1 , 0 5 3 , 4 9 8 $ 1 , 1 2 6 , 2 6 7 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 2 , 1 7 9 , 7 6 5 $ 0 5- 0 8 - 0 0 1 I n s u r a n c e ( O C I P / P o l l u t i o n / B u i l d e r s R i s k ? ) $2 0 0 , 0 0 0 S K S e s t i m a t e $ 9 6 , 6 6 2 $ 1 0 3 , 3 3 8 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 2 0 0 , 0 0 0 $ 0 5- 0 9 - 0 0 1 A c c o u n t i n g F e e s $7 5 , 0 0 0 S K S e s t i m a t e $ 3 6 , 2 4 8 $ 3 8 , 7 5 2 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 7 5 , 0 0 0 $ 0 5- 1 0 - 0 0 1 A u d i t F e e s $0 A s s u m e n o a u d i t r e q u i r e d $ 0 $ 0 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 0 $ 0 5- 1 3 - 0 0 1 L e g a l ( C o n t r a c t s ) $1 0 0 , 0 0 0 S K S e s t i m a t e $ 4 8 , 3 3 1 $ 5 1 , 6 6 9 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $ 1 0 0 , 0 0 0 $ 0 5- 1 7 - 0 0 4 3 D M o d e l / R e n d e r i n g s $5 0 , 0 0 0 SK S e s t i m a t e $2 4 , 1 6 5 $ 2 5 , 8 3 5 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $50,000$0 5- 1 7 - 9 9 9 O t h e r M a r k e t i n g / P r o m o t i o n $5 0 , 0 0 0 S K S e s t i m a t e $2 4 , 1 6 5 $ 2 5 , 8 3 5 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $50,000$0 5- 1 9 - 9 9 9 O t h e r P r o j e c t A d m i n C o s t s $2 5 0 , 0 0 0 S K S e s t i m a t e $1 2 0 , 8 2 7 $ 1 2 9 , 1 7 3 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $250,000$0 5- 2 0 - 0 0 1 I n d i r e c t C o s t C o n t i n g e n c y $2 0 5 , 3 1 4 5 % o f i n d i r e c t c o s t ( e x c e p t C M ) $9 9 , 2 3 0 $ 1 0 6 , 0 8 4 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $205,314$0 5- 2 1 - 0 0 1 S t a r t - u p a n d M a i n t e n a n c e $2 0 0 , 0 0 0 S K S e s t i m a t e $9 6 , 6 6 2 $ 1 0 3 , 3 3 8 4 8 % / 5 2 % S p l i t o f S o f t C o s t s $200,000$0 $4 , 0 1 0 , 0 7 9 $1 , 9 3 8 , 1 0 3 $ 2 , 0 7 1 , 9 7 6 $4,010,079$0 To t a l $4 4 , 1 4 1 , 5 0 1 $2 0 , 4 0 2 , 4 4 7 $ 2 3 , 7 3 9 , 0 5 5 $8,305,256$35,836,245 20 (Attachment – E) Example Project Payment Approval 21 (Attachment – F) Conditional Lien Waiver Form (Attach Conditional Lien Waiver Form) 7/1/12 CONDITIONAL WAIVER AND RELEASE ON PROGRESS PAYMENT NOTICE: THIS DOCUMENT WAIVES THE CLAIMANT'S LIEN, STOP PAYMENT NOTICE, AND PAYMENT BOND RIGHTS EFFECTIVE ON RECEIPT OF PAYMENT. A PERSON SHOULD NOT RELY ON THIS DOCUMENT UNLESS SATISFIED THAT THE CLAIMANT HAS RECEIVED PAYMENT. Identifying Information Name of Claimant: Name of Customer: Job Location: Owner: Through Date: Conditional Waiver and Release This document waives and releases lien, stop payment notice, and payment bond rights the claimant has for labor and service provided, and equipment and material delivered, to the customer on this job through the Through Date of this document. Rights based upon labor or service provided, or equipment or material delivered, pursuant to a written change order that has been fully executed by the parties prior to the date that this document is signed by the claimant, are waived and released by this document, unless listed as an Exception below. This document is effective only on the claimant's receipt of payment from the financial institution on which the following check is drawn: Maker of Check: Amount of Check: $ Check Payable to: Exceptions This document does not affect any of the following: (1)Retentions. (2)Extras for which the claimant has not received payment. (3)The following progress payments for which the claimant has previously given a conditional waiver and release but has not received payment: Date(s) of waiver and release:________________________________________ Amount(s) of unpaid progress payment(s): $_____________________________ (4)Contract rights, including (A) a right based on rescission, abandonment, or breach of contract, and (B) the right to recover compensation for work not compensated by the payment. Signature Claimant's Signature: Claimant's Title: Date of Signature: 7/1/12 CONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT NOTICE: THIS DOCUMENT WAIVES THE CLAIMANT'S LIEN, STOP PAYMENT NOTICE, AND PAYMENT BOND RIGHTS EFFECTIVE ON RECEIPT OF PAYMENT. A PERSON SHOULD NOT RELY ON THIS DOCUMENT UNLESS SATISFIED THAT THE CLAIMANT HAS RECEIVED PAYMENT. Identifying Information Name of Claimant: Name of Customer: Job Location: Owner: Conditional Waiver and Release This document waives and releases lien, stop payment notice, and payment bond rights the claimant has for labor and service provided, and equipment and material delivered, to the customer on this job. Rights based upon labor or service provided, or equipment or material delivered, pursuant to a written change order that has been fully executed by the parties prior to the date that this document is signed by the claimant, are waived and released by this document, unless listed as an Exception below. This document is effective only on the claimant's receipt of payment from the financial institution on which the following check is drawn: Maker of Check: Amount of Check: $ Check Payable to: Exceptions This document does not affect any of the following: Disputed claims for extras in the amount of: $ Signature Claimant's Signature: Claimant's Title: Date of Signature: 
 22 (Attachment – G) Unconditional Lien Waiver Form (Attach Unconditional Lien Waiver Form) 7/1/12 UNCONDITIONAL WAIVER AND RELEASE ON PROGRESS PAYMENT NOTICE TO CLAIMANT: THIS DOCUMENT WAIVES AND RELEASES LIEN, STOP PAYMENT NOTICE, AND PAYMENT BOND RIGHTS UNCONDITIONALLY AND STATES THAT YOU HAVE BEEN PAID FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT IS ENFORCEABLE AGAINST YOU IF YOU SIGN IT, EVEN IF YOU HAVE NOT BEEN PAID. IF YOU HAVE NOT BEEN PAID, USE A CONDITIONAL WAIVER AND RELEASE FORM. Identifying Information Name of Claimant: Name of Customer: Job Location: Owner: Through Date: Unconditional Waiver and Release This document waives and releases lien, stop payment notice, and payment bond rights the claimant has for labor and service provided, and equipment and material delivered, to the customer on this job through the Through Date of this document. Rights based upon labor or service provided, or equipment or material delivered, pursuant to a written change order that has been fully executed by the parties prior to the date that this document is signed by the claimant, are waived and released by this document, unless listed as an Exception below. The claimant has received the following progress payment: $___________________________________ Exceptions This document does not affect any of the following: (1)Retentions. (2)Extras for which the claimant has not received payment. (3)Contract rights, including (A) a right based on rescission, abandonment, or breach of contract, and (B) the right to recover compensation for work not compensated by the payment. Signature Claimant's Signature: Claimant's Title: Date of Signature: 
 
 7/1/12 UNCONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT NOTICE TO CLAIMANT: THIS DOCUMENT WAIVES AND RELEASES LIEN, STOP PAYMENT NOTICE, AND PAYMENT BOND RIGHTS UNCONDITIONALLY AND STATES THAT YOU HAVE BEEN PAID FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT IS ENFORCEABLE AGAINST YOU IF YOU SIGN IT, EVEN IF YOU HAVE NOT BEEN PAID. IF YOU HAVE NOT BEEN PAID, USE A CONDITIONAL WAIVER AND RELEASE FORM. Identifying Information Name of Claimant: Name of Customer: Job Location: Owner: Unconditional Waiver and Release This document waives and releases lien, stop payment notice, and payment bond rights the claimant has for all labor and service provided, and equipment and material delivered, to the customer on this job. Rights based upon labor or service provided, or equipment or material delivered, pursuant to a written change order that has been fully executed by the parties prior to the date that this document is signed by the claimant, are waived and released by this document, unless listed as an Exception below. The claimant has been paid in full. Exceptions This document does not affect any of the following: Disputed claims for extras in the amount of: $ Signature Claimant's Signature: Claimant's Title: Date of Signature: 
 23 (Attachment – H) Chart of Accounts 1-00-000 ACQUISITION AND DILIGENCE COSTS 1-02-001 Title Fees 1-03-001 Other Closing Fees 1-05-001 Legal 2-00-000 ENTITLEMENTS 2-01-001 Legal 2-05-001 Community Outreach 3-00-000 DIRECT COSTS 3-01-001 Direct Costs 3-50-001 Pre-Construction Services 3-51-001 General Conditions 3-55-001 Contractor Bonds 3-61-001 Escalation Allowance 3-62-001 Owner's Contingency 4-00-000 INDIRECT COSTS - CONSULTANTS 4-01-001 Architect 4-02-001 Structural Engineer 4-03-004 MEP Engineer 4-04-001 Geotechnical Engineer 4-05-001 Civil Engineer 4-07-001 Environmental Consultant 4-12-001 Code Consultant 4-18-001 Graphic Designer 4-22-001 Landscape Architect 4-24-001 Miscellaneous Consultants 4-25-001 Parking Consultant 4-30-001 Consultant Reimbursables 4-31-001 Lighting Consultant 5-00-000 OTHER INDIRECT COSTS/CONSTRUCTION 5-01-001 Permit/Plan Check Fees 5-02-999 Other Utility Connection Fees 5-03-001 Testing and Special Inspection 5-04-001 On Site Security 5-06-001 Development Management Fee 5-08-001 OCIP 5-09-001 Accounting Fees 5-13-001 Legal 5-17-004 3D Model 5-17-999 Other Marketing/Promotion 5-19-999 Other Project Admin Costs 5-20-001 Indirect Cost Contingency 5-21-001 Building Start-up and Commissioning 24 (Attachment – I) Example Monthly Project Status Report (Attach Example Monthly Project Status Report) 1  EXAMPLE MONTHLY PROJECT STATUS REPORT  Date  SCHEDULE UPDATES AS OF JANUARY 2017  1.INFORMATION BASIS DATA VERSION STATUS DATE  Program Plan Last Month’s Update This Month’s Update 2.MAJOR REVISIONS TO THIS MONTH’S SCHEDULE a. 3.SCHEDULE EXHIBITS a. 4.KEY MILESTONES MILESTONES PROG PLAN LAST MO. THIS MO.  5.CRITICAL PATH (RED BARS ON EXHIBITS) ACTIVITY START FINISH  6.NEAR‐TERM, NEAR CRITICAL WITH <3 MONTHS OF FLOAT (YELLOW BARS ON EXHIBITS) WBS ACTIVITY RESPONSIBILITY  7.NOTABLE VARIANCES IN THIS MONTH’S SCHEDULE a. 8.COMMENTS a. 9.UPCOMING CALENDAR ITEMS a. Note: Milestones reported on this sheet may differ from the supporting exhibits. As the schedule continues  to be refined over the coming months to incorporate approved baseline schedules from the contractors,  changes to intermediate milestones will be thoroughly vetted prior to reflecting those changes in this  overview exhibit.  25 (Attachment – J) Example Change Order Log (Attach Example Change Order Log) CH A N G E  OR D E R  & PE N D I N G  CH A N G E  OR D E R  LO G 9/ 9 / 2 0 1 4 RE F  PC O  # C H A N G E  OR D E R ‐‐ De s c r i p t i o n Su b m i t t e d   PC O R  Am o u n t CO # C O  Am o u n t "A "  ‐ ‐   Ex i s t i n g   Co n d i t i o n s  no t   ma t c h i n g  de s i g n  pl a n s ;   co d e  ch a n g e "R "  ‐ ‐ Ch a n g e s ;  ty p .   de f e r r e d  ma i n t e n a n c e ,   ot h e r  co n t r a c t s "T "  ‐ ‐ Ch a n g e s  &  Re f i n e m e n t s ;   co o r d i n a t i o n  w/  other  ve n d o r s "C" ‐‐Convenience; e.g., math check 1 2 3 4 5 6 7 8 9 10 CH A N G E  OR D E R  TO T A L ‐ $   ‐ $   ‐ $   ‐ $   ‐ $  ‐$ ‐$                 PC O  # P E N D I N G  CH A N G E  OR D E R ‐‐ De s c r i p t i o n Su b m i t t e d PC O R St a t u s A m o u n t "A "  ‐ ‐   Ex i s t i n g   Co n d i t i o n s "R "  ‐ ‐ RP D  Ch a n g e s "T "  ‐ ‐ TP L  Ch a n g e s  &  Re f i n e m e n t s "C" ‐‐Convenience PE N D I N G  CH A N G E  OR D E R  TO T A L ‐ $   ‐ $   ‐ $   ‐ $   ‐ $  ‐$ ‐$                 CO N T R A C T  SU M M A R Y Or i g i n a l  Co n t r a c t      Ch a n g e  Or d e r  / Or i g .  Co n t r a c t ‐ $   #D I V / 0 ! ‐ $   ‐ $   ‐ $  ‐$       Pe n d i n g  Ch a n g e  Or d e r  / Or i g i n a l ‐ $   #D I V / 0 ! ‐ $   ‐ $   ‐ $  ‐$  Pr o j e c t e d  Co n t r a c t  w/  CO  pl u s  PC O  ; Ca t e g o r y  To t a l s ‐ $   ‐ $   ‐ $   ‐ $  ‐$  CO  % by  Ca t e g o r y #D I V / 0 ! #D I V / 0 ! #D I V / 0 ! #DIV/0!#DIV/0! Ot h e r :  Su b m i t t e d  PC O  Am o u n t s ‐ $   Fi n a l  CO  Am o u n t s 26 (Attachment – K) Example Form of Risk Register (Attach Example Form of Risk Register) AT T A C H M E N T " K " EX A M P L E F O R M O F R I S K R E G I S T R Y Lo c a t i o n / S i t e : Pr o j e c t N a m e : RI S K M a n a g e m e n t P l a n A s s u m p t i o n Project No.: Hi g h R i s k Prepared By: Mo d e r a t e R i s k Version/Date: Lo w R i s k St a t u s [A c t i v e , do r m a n t , Re t i r e d ] ID # Da t e Id e n t i f i e d / Pr o j e c t Ph a s e [w h e n f i r s t id e n t i f i e d ] Ri s k S u m m a r y De t a i l e d D e s c r i p t i o n o f T h r e a t o r Op p o r t u n i t y Ty p e [I m p a c t Ar e a , i . e . Co s t , Sc o p e , et c . ] Pr o b a b i l i t y (% ) [1 0 % = V e r y L o w ; 30 % = Lo w ; 5 0 % = M o d 70 % = Hi g h ; 9 0 % = V e r y Hi g h ] Im p a c t [s e v e r i t y o f Ri s k o n pr o j e c t , i . e . Lo w , V e r y Lo w , M o d , Hi g h , V e r y Hi g h ] Re s p o n s e A c t i o n s [s t r a t e g y i f r i s k s h o u l d o c c u r ] Af f e c t e d W B S Ca t e g o r i e s Re s p o n s i b i l i t y (P r o j e c t Ma n a g e r ) St a t u s I n t e r v a l or Milestone Check for Schedule [m i l e s t o n e d a t e to r e - e v a l u a t e Risk]Date, Status and Review Comments As s u m p t i o n L i s t Re t i r e d I s s u e s RI S K M A N A G E M E N T P L A N Id e n t i f i c a t i o n Q u a n t i t a t i v e A n a l y s i s R e s p o n s e S t r a t e g y M o n i t o r i n g a n d C o n t r o l Number Pa g e 1 o f 1 MA R I N A P A R K I N G ( 2 8 1 S P A C E S ) OYSTER P O I N T B L V D MA R I N A B L V D GULL D R CR E S C E N T B E A C H / OP E N S P A C E BO U N D A R Y O F OY S T E R P O I N T S P E C I F I C P L A N D I S T R I C T FU T U R E H O T E L D E V E L O P M E N T S I T E / IN T E R I M B O A T S T O R A G E OP E N S P A C E / R E C R E A T I O N (E ) O Y S T E R P O I N T M A R I N A P L A Z A (E ) O YS T E R P O I N T B U S I N E S S P A R K (F U T U R E P H A S E 2 , 3 & 4 DE VE L O P M E N T A R E A ) OF F I C E / R & D C A M P U S PH A S E I O F F I C E / R & D BO U N D A R Y “ P H A S E I D ” (E ) O Y S T E R P O I N T M A R I N A FERRY TERMINAL (E ) O Y S T E R C O V E M A R I N A (E) BOAT RAMP & FISHING PIER PARKING(E) MARINA PARKING (116 SPACES)FERRY PARKING (148 SPACES) I N T E R I M P A R K I N G ( 8 6 S PACES) BO U N D A R Y O F PH A S E I P R E C I S E P L A N OYSTER POINT BLV D (P H A S E I C I T Y “ P H A S E I C ” E N T A I L S A L L OT H E R A R E A S I N P H A S E I P R E C I S E P L A N ) V D V T BLVLV POINTNT ERE PPO OYYSY TETERE YSY OYSTER POINT, South San Francisco Phase I Precise Plan DRAFT February 23, 2011 Perkins+Will Meyer+Silberberg Wilsey Ham IPD N 7Phase I Conceptual Site Plan Ex h i b i t F - P h a s e I C P l a n s 0100OYSTER POINT, South San Francisco Phase I Precise Plan DRAFT February 23, 2011 Perkins+Will Meyer+Silberberg Wilsey Ham IPD 4Existing Conditions Overall Plan: Aerial Topo, Record Boundary & UtilitiesN Ex h i b i t F - P h a s e I C P l a n s OP B P 1 OP B P 3 OP B P 2 0100OYSTER POINT, South San Francisco Phase I Precise Plan DRAFT February 23, 2011 Perkins+Will Meyer+Silberberg Wilsey Ham IPD NExisting Parcel Map Ex h i b i t F - P h a s e I C P l a n s 0100OYSTER POINT, South San Francisco Phase I Precise Plan DRAFT February 23, 2011 Perkins+Will Meyer+Silberberg Wilsey Ham IPD N 6Proposed Parcel Map Ex h i b i t F - P h a s e I C P l a n s OF F I C E / R & D C A M P U S (P H A S E 1 ) FL E X I B L E - U S E RE C R E A T I O N A L P L A Y F I E L D S 3 A C R E S FU T U R E H O T E L DE V E L O P M E N T S I T E IN T E R I M B O A T S T O R A G E 4. 7 A C R E S HARBOR MASTEROYSTER POINT MARINA BA Y T R A I L BAY TRAIL WE S T B A S I N ( 2 6 9 B O A T S L I P S ) CO N T I N U E ‘F O R E S T E D E D G E ’ PL A N T I N G S IMPROVED BAY TRAIL CONNECTION NE W T R A I L C O N N E C T I O N DOCK AND GUEST DOCK (N ) R E S T R O O M DO C K 1 & 2 D O C K 3 & 4 D O C K 5 & 6 DOCK 7 & 8 (N) RESTROOM OYSTER POINT YACHT CLUB (E) OINTERIM PARKING (86 SPACES) CR E S C E N T P A R K AN D B E A C H PH A S E 2 , 3 & 4 DE V E L O P M E N T A R E A GU L L D R I V E O Y S T E R P O I N T B O U L E V A R D M A R I N A B O U L E V A R D WEST MARINA PARKING ( 28 1 SPAC E S ) O YS TE R P O I N T BO U L E V A R D CO N C E P T U A L L A N D S C A P E P L A N F O R T H E P U B L I C R E A L M W I T H P H A S E O N E S S K S D E V E L O P M E N T Pr e p a r e d f o r t h e C i t y o f S o u t h S a n F r a n c i s c o b y R O M A D e s i g n G r o u p FE B R U A R Y 2 2 , 2 0 1 1 CR E S C E N T P A R K U P P E R T R A I L / Ph o e n i x c a n a r i e n s i s C a n a r y I s l a n d D a t e P a l m , 2 5 ’ B . T . H . /    & ' + ! , *     & #     ' " & +  MARINA BLVD UPPER TRAIL /Phoenix canariensis Canary Island Date Palm, 25’ B.T.H./ &'+!,*&#'"&+ CR E S C E N T P A R K /  $ ' (      - &  ) ' , ! +  + ' $  )  & +  + , )   )  * *  * '  OY S T E R P O I N T B L V D M E D I A N / Ol e a n d e r s s p . -  )    $   &   )  OY S T E R P O I N T B L V D G A T E W A Y M E D I A N / Ph o e n i x c a n a r i e n s i s C a n a r y I s l a n d D a t e P a l m , 2 5 ’ B . T . H . /  Bo u g a i n v i l l e a s s p BI O S W A L E BI O S W A L E C B A 17Prepared for the City of South San Francisco Concept Design for the Public RealmDRAFT February 23, 2011 Phase I Conceptual Landscape Plan for the Public Realm Ex h i b i t F - P h a s e I C P l a n s OYSTER POINT, South San Francisco Phase I Precise Plan DRAFT February 23, 2011 Perkins+Will Meyer+Silberberg Wilsey Ham IPD 20Overall Phase I Utility PlanN 0100 Ex h i b i t F - P h a s e I C P l a n s 0100OYSTER POINT, South San Francisco Phase I Precise Plan DRAFT February 23, 2011 Perkins+Will Meyer+Silberberg Wilsey Ham IPD 21Overall Grading & Drainage PlanN Ex h i b i t F - P h a s e I C P l a n s