GBI PROPOSAL:

GOOGLE, Inc.

BAY TRAIL RESURFACING

August 7, 2015

Scott Silvestri

Ghilotti Bros., Inc.

525 Jacoby St.

San Rafael, CA 94901

(415) 720-3421 C

ScottS@GhilottiBros.com

Google, Inc.

Attn: Ian Cunningham

icunningham@google.com

Dear Ian:

As a local 101 year “young” contractor, we are excited to have the opportunity to partner

with Google on the San Francisco Bay Trail. We are confident our competitive pricing and

“Best in Class” approach make GBI the trusted business partner and contractor-of-choice in

building a final product delivering on Google’s business success that includes providing

exceptional workplace environments and giving back to the community.

After a thorough review of the RFP, dated July 10, 2015, we have thoughtfully developed a

comprehensive but succinct response that effectively captures all Google requests:

•Attachment 4 (Bid Form)

•Section 1: Company Information & Qualifications

•Section 2: Standard Form of (Construction) Agreement - *ACKNOWLEDGED

•Section 3: Proposed Project Team Qualifications and Availability

•Section 4: Project Approach

A 3rd generation, family owned company, we are extremely proud of our history and our

dedicated craftspeople and professionals. As a “family” of over 250, we wholeheartedly

believe that our comprehensive turn-key construction services and experience will become

an integrated solution based asset to complement the Google, CBRE and design

professionals assembled for this community based opportunity.

*We acknowledge Amendment 01, dated 07/29/2015.

Sincerely Yours,

Scott Silvestri

GBI Project Manager

Proposal – Bay Trail Resurfacing

BAY TRAIL RESURFACING

GOOGLE ATTACHMENT 4

[bid form]

Item # Ref. QTY. UNIT UNIT COST COST

1 11 Mobilization LS2 12 Temporary Traffic Control LS3 13 Storm Water Pollution Prevention LS4 15 Construction Staking LS5 16 Clearing and Grubbing LS6 19 Earthwork  LS7 19 Earthwork ‐ Class 2 Aggregate Base  CY8 19 Earthwork ‐ Import Fill or Recycled Concrete Base  CY9 25 Surface Fixture Adjustments EA10 29 Quarry Fines Surface (with Resin Binder) TON11 72 Rock Slope Protection (Facing, Method B) CY12 72 Rock Slope Protection (Backing, No. 3, Method B) CY13 72 Rock Slope Protection Fabric SF14 Detail 10 Concrete bench  EA

TOTAL

Item # Ref. QTY. UNIT UNIT COST COST1 11 Mobilization LS2 12 Temporary Traffic Control LS3 13 Storm Water Pollution Prevention LS4 15 Construction Staking LS5 16 Clearing and Grubbing LS6 19 Earthwork  LS7 19 Earthwork ‐ Class 2 Aggregate Base  CY8 19 Earthwork ‐ Import Fill or Recycled Concrete Base  CY9 25 Surface Fixture Adjustments EA9 Soils Rep. Geotextile Fabric SF10 29 Quarry Fines Surface (with Resin Binder) TON12 Detail 10 Concrete bench  EA

TOTALPHASE 1 &2 TOTAL

Bay Trail Resurfacing Project 100% Cost Estimate  Phase 1   REVISED 7/24/2015Phase 1 includes all work within the Department of Fish and Wildlife Refuge Approximately Sta 37+75 ‐ 158+00

Bay Trail Resurfacing Project 100% Cost Estimate Phase 2   REVISED 7/24/2015Phase 2 includes all work outside the Department of Fish and Wildlife Refuge Approximately Sta 0+00‐37+75; Sta   158+00‐216+00

1 73,170.00 73,170.001 18,000.00 18,000.001 12,000.00 12,000.001 7,000.00 7,000.001 9,000.00 9,000.001 70,000.00 70,000.00

2,449 75.00 183,675.00 833 94.00 78,302.00 4 500.00 2,000.002,010 200.00 402,000.00

270 205.00 55,350.00160 250.00 40,000.00

7,900 0.60 4,740.00 2 4,000.00 8,000.00

$963,237.00

1 8,000.00 8.000.001 10,000.00 10,000.001 5,000.00 5,000.001 4,000.00 4,000.00

1 2,500.00 2,500.001 35,000.00 35,000.00

1,940 80.00 155,200.00

667 99.00 66,033.00 3 400.00 1,200.00

58,575 0.30 17,572.50 1,541 190.00 292,790.00

2 4,000.00 8,000.00 $605,295.50 $1,568,532.50

GOOGLE RFP SECTION 1

[Company Information &

qualifications]

1.1 Describe the nature of your company, including its ownership form, history and

staff size by discipline: Ghilotti Bros., Inc., a 3rd generation, family owned (S

Corporation), operates as a General Engineering Contractor (CSLB License No. 132128),

based in San Rafael, Marin County. Since 1914, we’ve exceed expectations by

successfully completing over a thousand award-winning infrastructure, heavy highway, site

development, aviation, rail, and marine-related projects for public and private owners. We

provide turn-key construction services and our team of over 250 dedicated craftspeople

and professionals provide excavating, paving, grading, concrete work and much more. At

GBI, old-world values and dedication meet today’s demands for successful project delivery

and every day we are committed to -

Partnering to construct high-quality projects on time and ensure client satisfaction

to achieve mutual goals

Delivering world class service to our customers by providing Best Value and

Project First thinking to every job

Our reputation affords us opportunities; our value wins us work; and our successful

performance assures our partners that building relationships strengthen and benefit

all of us.

1.2: Are there any significant legal actions pending against the company at this

time? NO

1.3: Please indicate the annual revenue and profit of your company for the past

years:

Three (3) Year Summary Annual Revenue

2012 - $90,115,240

2013 - $98,556,074

2014 - $85,410,145

Ghilotti Bros., Inc. is a privately held company and, as such, consider our profitability

confidential. However, we are pleased to share that we have been profitable in the past 3

years.

1.3.1: Please separate your revenue by the following locations:

*Santa Clara County - $4,353,716

-

10,000,000

20,000,000

30,000,000

40,000,000

50,000,000

60,000,000

70,000,000

80,000,000

Annual Revenues by County

12/31/2014

12/31/2013

12/31/2012

1. Company Information &

Qualifications, 1.1 to 1.3

Our Leader – Mike Ghilotti,

President

Mike’s been fortunate enough to

be in the industry for over 30

years and has enjoyed serving

as past President of United

Contractors, and past member of

Caltran’s DBE Subcommittee &

Disparity Study Commission.

A champion of Project

Partnering, Mike is a board

member of the Caltrans

Construction Partnering Steering

Committee, Board Advisor of the

International Partnering Institute

and co-chair of the SFDPW

Dispute Resolution Committee

and co-chair of the San

Francisco Construction Town

Hall Meetings.

1. Company Information

Qualifications, 1.4

1.4: Describe why your company is uniquely qualified for this project for Google

considering Google’s culture and specific requirements:

We understand Google is a truly exclusive company, one set far apart from all competitors,

one that has molded our modern times in ways that were unimaginable to the world just a

few years ago. The technological change to society driven by “Googlers” is unprecedented.

At GBI, we see our mission similarly, to be a unique World Class Service provider, and

rather than technology being our platform, project delivery is OUR domain. And through

“small data”, that is, a simple conversation, a working lunch, a team building event, a

complimentary email, we’re changing project delivery in construction in a very particular

way, through the actions of our management innovators – our people. With real time

accessible, understandable and actionable information, we’re out to change the overall

project experience from confrontation to collaboration. Our craftspeople are the finest

in their field, and our managers have a unique ability to be, well, human. One value

engineering dollar saved, one day less on the schedule, one more partnering award…we’re

getting there one project at a time.

Even the most straightforward projects today are subject to far more regulatory

requirements than ever before with an increasing number of stakeholders. Administrative

and communicative issues often outweigh any technical challenges to be met but that’s

exactly where GBI excels, in project partnering and collaboration. Our management skills,

THE most important “tool in the bag” have resulted in dozens of satisfied Owner’s in

recent years offering the ultimate user experience.

Our approach to success is the same, regardless of project size, whether commercial,

transportation or infrastructure – project principles are constant. Through partnering and

collaboration, pre-planning, risk and opportunity analysis and management we gain

better project understanding which dramatically increase the likelihood of an exceptional

outcome.

The Bay Trail Scope objective is to deliver a safe and efficient community improvement by

providing professional, experienced personnel and a collaborative approach to maximize

project success and minimize Google risk and resources. Aligning expectations from

pre-planning, to kick-off, to daily and weekly meetings, through project close out is key to

our success. At GBI, our job teams are self-sufficient, but we do require good

communication from decision-makers throughout the project organizational chart. Our

project teams go through comprehensive partnering training, so prepare to be engaged and

part of the solution. We work for you, so, your collaborative input is crucial to our

success.

A company built to last, we’ve succeeded for 101 years by meeting project challenges head

on. They don’t go away, they only grow the longer they’re avoided. At GBI, we don’t

believe in surprises, don’t look for “gotcha” moments, we’re not looking to be “one

and done” on this project. As many things long term, this is an early step in a

relationship, a chance for you to understand what GBI can offer in terms of an excellent

project experience and positive outcome.

1.5: Provide other relevant examples of your firm’s projects, list awards received

which relate to this project:

1.8: Describe your company’s recent experience

Project Name/(GBI Job Number): Hamilton Wetland Bay Trail Restoration, Novato (13326) Client Name/Location: Marathon Construction, Lakeside, CA (General Contractor); US Army Corps of Engineers, San Francisco District – Construction Services Branch, Sausalito, CA (Owner) Client Contact: Joseph Ellis, P.E. 619.843.8941 joe@marathonsd.com Nature/Size Project: (Federal) Bay Trail restoration adjacent to protected wetland. GBI was a subcontractor on this fast-track project for a three (3) mile stretch of Bay Trail restoration through wetlands Date Completed: October 2013 Contract Value: $976,000 Description of Services Provided: Supplied, installed and stabilized Decomposed Granite over Class 2 Aggregate Base Other Architects, Engineers, Consultants, Contractors on Project: Noble Associates Relevance to Google – Bay Trails Resurfacing: Bay Trail Construction; Stabilized Decomposed Granite Materials; Environmentally Sensitive and Wetlands Designated Area; High-Visibility; Public Use

1. Company Information &

Qualifications, 1.5 & 1.8

Project Name/(GBI Job Number): Presidio Bay Trail, Fort Point Overlook, San Francisco (13335) Client Name/Location: Golden Gate National Parks Conservancy, San Francisco (Owner) Client Contact: Diane Ochi 415.561.3053 DOchi@ParksConservancy.org Nature/Size Project: (Private) Construct Phase 2B East Bay Trail at Golden Gate Bridge to include new visitor’s overlook. Date Completed: September 2014 Contract Value: $964,199 Description of Services Provided: Remove and dispose existing contaminated soil; construction of drilled shaft foundation supported retaining wall; grading; drainage; decorative concrete work; asphalt paving; stabilized decomposed granite over Class 2 Aggregate Base Other Architects, Engineers, Consultants, Contractors on Project: Oberkamper & Associates; Surfacedesign Inc. (Golden Gate Bridge Highway and Transportation District, Presido Trust, National Park Service as stakeholders) Relevance to Google – Bay Trails Resurfacing: Bay Trail construction; Stabilized Decomposed Granite Materials; High-Visibility; Public Use; Multiple Stakeholders

Project Name/(GBI Job Number): Fort Baker Satterlee Road Improvements, Sausalito (14404) Client Name/Location: C.R. Fedrick, Inc. Forestville, CA (General Contractor); National Park Service, Denver Service Center (Owner) Client Contact: Robert Fedrick 415.218.3482 rjfedrick@crfedrick.com Nature/Size Project: (Federal) Build 1,200 lineal feet of new roadway at an existing historic dirt & gravel road and construct new site improvements. Date Completed: April, 2015 Contract Value: $1,605,097 Description of Services Provided: Remove and dispose existing contaminated soil; construction of retaining walls; grading; drainage; base rock; asphalt paving; stabilized decomposed granite Other Architects, Engineers, Consultants, Contractors on Project: Kennedy/Jenks Consultants; GHD, Inc.; Marta Fry Landscape Assoc. (Bay Area Discovery Museum as stakeholder) Relevance to Google – Bay Trails Resurfacing: Stabilized Decomposed Granite Materials; High-Visibility; Public Use

Project Name/(GBI Job Number): Mira Monte Marsh Restoration, Novato (14428) Client Name/Location: Stacy and Witbeck, Inc./Herzog - A Joint Venture, Alameda, CA (General Contractor); Sonoma-Marin Area Rail Transit, Petaluma, CA (Owner) Client Contact: Nicole English 469.955.0519 nenglish@herzog.com Nature/Size Project: (Public) Wetland area restoration to include grading in excess of 10,000

cy of upland fill and wetland surface fill adjacent to existing levees and Bay Trail. Date Completed: March 2015 Contract Value: $679,582 Description of Services Provided: Remove and dispose existing Class I contaminated soil; grading of existing marsh plain and mounding of material; place, grade and compact material to rehabilitate or create new Access Road approximately 2,500 lineal feet in length. Other Architects, Engineers, Consultants, Contractors on Project: ICF International (CA Dep’t. of Fish and Wildlife, USACE Sacramento District as stakeholders) Relevance to Google – Bay Trails Resurfacing: Grading and Access Road Construction; Environmentally Sensitive and Wetlands Designated Area; Public Use

1. Company Information &

Qualifications, 1.8 Continued

1.6: GBI BEST IN CLASS PRACTICES

Construction Methodology & Administration

Procurement Constructability/ Review

Pre Construction/Estimating

Secure designchanges, approvals& permit modifica-tions prior to mobili-zation.

Value engineeringto potentially re-duce contract tine,scope and/or cost

JHA implementa-tion has reducedrecordable inci-dents in 2015

ZERO tolerance drug/alcohol policy

All team members towear 100% PPE (hardhat, vest, safety glass-es) while in construc-tion zones

Daily safety huddles,weekly tool box talks

Establish agreed uponQuality Control (QC)manager (concurrent role with another pro-ject position) to coordi-nate w/Google-provided testing

Develop GPS gradingmodel for machinegrade control to exactto tolerances

Design site logisticsand traffic control plansfor Google approval

Implement best man-agement practices(BMP’s) for SWPP, airand noise mitigation

No texts, emails or fieldmemos about a prob-lem or issue withoutfirst attempting contactin person or via phone.

BE

NE

FIT

S

PR

AC

TIC

ES

Obtain & review allpermits(Attachment 3) (19open) (5 closed)

Initiate permit coor-dination meetingwith Google, CBRE& Alta.

Secure access(right-of-entry)

Site investigation (potholing, soil test-ing) field survey

Develop Risk/Opportunity Regis-ter (ROR) for dis-cussion at initialPartnering Kick offMeeting

Develop accurateschedule to opti-mize labor needsbased on availablework areas

Reduce/eliminateowner risk for de-lays due to con-struction start with-out necessaryclearance

Identify areas ofpotential soil imple-ment/remediation

ROR identifies con-cerns for all stake-holders, allows forcollaboration onissues for ProjectFirst approach

Optimize use ofproject team experi-ence by schedulinginitial kick off meet-ing w/Google,CBRE, Alta

Identify Project ele-ments or featuresas candidates fordesign changes

Present value engi-neering alternatives

Discuss potentialproject barriers & lessons learned

Evaluate existingand potential jobsiteconditions for po-tential underground,overhead or outsideparty obstruction orinterferences

Identify candidateoperations requiringa Job Hazard Anal-ysis (JHA’s)

Purchasing materi-als, subcontracting,expediting and sup-plier quality andmanagement

Ensure stabilizingbinder is availablein sufficient quantityto support anticipat-ed schedule.

Secure all suppliermaterial safety datasheets (MSDS),warranties, andO&M Manuals

Implement use ofsubmittal register tosecure all neces-sary product data,samples and test-ing. Submit in suffi-cient time for reviewand modifications ifnecessary.

Establishes initialbaseline qualityassurance in con-junction with designspecifications

Confirms the“approved” materi-als are readily avail-able, checked forconformance priorto incorporation intothe work and reject-ed, if necessary fornon-compliance

ZERO incidents ZERO violations ZERO defect,

ZERO re-work No surprises, no

“gotcha” moments ZERO claims

SUCCCESSFUL IMPLEMENTATION CREATES EXCEPTIONAL

PROJECT OUTCOME

Preconstruction / Estimating

Constructability Review

Procurement Construction Methodology / Administration

Google Bay Trail Resurfacing Project

Great Highway Emergency Toe Stabilization

“This was perhaps one of, if

not “the” most, successful

projects of my 23 year career.

With the skill, professionalism

and expertise of GBI

personnel, this very complex

project was completed with

“zero claims” and “no

exceptions” to the Final

Estimate…and successfully

completed on time. “

Jeff Kress, P.E., Caltrans

District 4 Senior Bridge

Engineer

Describe your firm’s capabilities and approach to the elements and key features of

this project:

Exceeding your expectations, that’s our plan. To deliver the highest value possible, to

execute the essential aspects of this project – repairing eroding levees and resurfacing the

existing levee road/Bay Trail on a fast-track schedule is just what we plan to do. And one of

our most significant capabilities is planning, so we feel very confident standing by our

commitment to Goggle, and all project stakeholders, that through our Project First

alignment of expectations and collaborative approach to partnering, really partnering – the

Bay Trail project schedule will be met and risk mitigated or negated. Period.

Unlike many competitors, we self-perform an array of construction services which will

afford Google unparalleled responsiveness and project control. For the Bay Trail, we

will subcontract only the Survey and Fencing items of work as they are specialties. GBI will

provide our top crews running GPS earthwork models to ensure accurate and efficient

machine grade control for grading, placement of import fill (or recycled concrete base),

subgrade preparation and placement of base rock. In support of that, GBI’s Union

craftspeople will implement erosion control BMP’s, perform traffic control, clearing and

grubbing, adjust utilities, place rock slope protection, stabilize the quarry fine surfacing and

install site furnishings. Because we’ve self-performed work for so long, we can complement

all of that practical “learn by doing” experience by offering in-house Design-Build/Assist

capabilities and Value Engineering. Our Project Managers are experts at project cost

forecasting, cash flow budgeting and scheduling. Always accountable for our actions,

we’re proud to be a hands-on service provider.

Each of the eleven (11) reference projects included herein have relevant, similar

elements that include management challenges such as working with multi-agency

stakeholders or permitting concerns; operational risks inherent within environmentally

sensitive and wetland areas; or the technical expertise required of placing stabilized binder

aggregates. Our project team has delivered positive outcomes on these unique features

while keeping regulatory requirements satisfied for SWPP, air and noise compliance.

Ghilotti Bros. has been a driving force in solving project challenges and transforming our

built environment, delivering high-profile, signature award winning projects, many

under tremendous schedule demands. This year alone, GBI was the first contractor ever to

coordinate a closure of the entire Golden Gate Bridge and re-open it 8 hours ahead of

schedule (January 2015) and, just last month, we played a critical major subcontractor role

on the historic seventy-one hour Doyle Drive shutdown, reducing our paving timetable

resulting in another reopening to the public ahead of schedule. You’re not entrusted by

Owners and General Contractors with these responsibilities by being second best.

Through our Best in Class Practices, and most importantly, project partnering, Google

will achieve another high-quality project, one critically important to agency stakeholders, the

public, and Google employees.

1. Company Information

Qualifications, 1.7

1.9: Provide limits and evidence of bonding capacity and insurance coverage

indicating your firm’s carrier (s), limits of coverage, deductible and policy expiration

dates. Include appropriate insurance costs or % of construction cost on the bid form

where requested.

See attached Surety Letter and Certificate of Insurance

Company Information &

Qualifications, Section 1.9

CERTIFICATE HOLDER

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ACORD 25 (2010/05)

AUTHORIZED REPRESENTATIVE

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DATE (MM/DD/YYYY)

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LOCJECTPRO-

POLICY

GEN'L AGGREGATE LIMIT APPLIES PER:

OCCURCLAIMS-MADE

COMMERCIAL GENERAL LIABILITY

GENERAL LIABILITY

PREMISES (Ea occurrence) $DAMAGE TO RENTED

EACH OCCURRENCE $

MED EXP (Any one person) $

PERSONAL & ADV INJURY $

GENERAL AGGREGATE $

PRODUCTS - COMP/OP AGG $

$RETENTIONDED

CLAIMS-MADE

OCCUR

$

AGGREGATE $

EACH OCCURRENCE $UMBRELLA LIAB

EXCESS LIAB

DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)

INSRLTR TYPE OF INSURANCE POLICY NUMBER

POLICY EFF(MM/DD/YYYY)

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OTH-ER

E.L. EACH ACCIDENT

E.L. DISEASE - EA EMPLOYEE

E.L. DISEASE - POLICY LIMIT

$

$

$

ANY PROPRIETOR/PARTNER/EXECUTIVE

If yes, describe underDESCRIPTION OF OPERATIONS below

(Mandatory in NH)OFFICER/MEMBER EXCLUDED?

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y / N

AUTOMOBILE LIABILITY

ANY AUTO

ALL OWNED SCHEDULED

HIRED AUTOSNON-OWNED

AUTOS AUTOS

AUTOS

COMBINED SINGLE LIMIT

BODILY INJURY (Per person)

BODILY INJURY (Per accident)

PROPERTY DAMAGE $

$

$

$

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSRADDL

WVDSUBR

N / A

$

$

(Ea accident)

(Per accident)

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES

BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED

REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to

the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the

certificate holder in lieu of such endorsement(s).

The ACORD name and logo are registered marks of ACORD

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

INSURED

PHONE(A/C, No, Ext):

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ADDRESS:E-MAIL

FAX(A/C, No):

CONTACTNAME:

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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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ACCORDANCE WITH THE POLICY PROVISIONS.

10/6/2014

Woodruff-Sawyer & Co.50 California Street, Floor 12San Francisco CA 94111

Ghilotti Bros, Inc.525 Jacoby StreetSan Rafael CA 94901

Hartford Fire Insurance Company

Starr Indemnity & Liability Company

Twin City Fire Insurance Company

19682

29459

38318

Valerie Porter-Browne

415-391-2141 415-989-9923

vporter-browne#wsandco.com

GHILBRO-01

1346723967

A 57UENQT9730 10/1/2014 10/1/2015 2,000,000

300,000

10,000

2,000,000

4,000,000

4,000,000

X

X

X

A

X

X X

57UENQT9729 10/1/2014 10/1/2015 1,000,000

B X

X

1000021266 10/1/2014 10/1/2015 10,000,000

10,000,000

C 57WEQT9728 10/1/2014 10/1/2015 X

1,000,000

1,000,000

1,000,000

Issued for proof of insurance only.

Sample Certificate c/o Ghilotti Bros. Inc.525 Jacoby St.San Rafael CA 94901

GOOGLE RFP SECTION 2

[standard form of agree-

ment] - NO GBI EXCEPTIONS

6231\075\1707567.1

CONSTRUCTION AGREEMENT

THIS CONSTRUCTION AGREEMENT (this “Agreement”) is made as of

________________________, ___, 201__, by and between GOOGLE INC., a Delaware

corporation (“Owner”), and _________________________, a _______________________

(“Contractor”), with respect to the selective demolition, preconstruction and construction services

in connection with, and the construction by Contractor of, _______________ to be located at

________________ in _________________ and commonly known as _________ (the “Project”).

The architect for the Project is ___________________ (the “Architect”).

Article I

THE WORK TO BE DONE AND THE DOCUMENTS FORMING THE CONTRACT

The Contractor agrees to provide all services, labor, materials, supplies, appliances, tools,

equipment, and supervision and to do all things necessary to construct and complete the Work (as

defined below). Contractor and Owner agree that the Work is to be performed for the Guaranteed

Maximum Price (as defined in Paragraph II.K below) and in accordance with the Construction

Schedule (as defined in Paragraph III.B below). As used in this Agreement, the term “Work” shall

mean the construction and services required by the Contract Documents (as defined below),

whether completed or partially completed, and includes all other labor, materials, equipment and

services provided or to be provided by the Contractor to fulfill the Contractor’s obligations. This

Agreement, including all exhibits hereto, the Drawings and Specifications (as such terms are

defined in Paragraph II.J below), and any addenda or amendments made in writing and executed

by the parties hereto subsequent to the execution of this Agreement, together with all Change

Orders (as such term is defined in Paragraph V.A below), are referred to collectively herein as the

“Contract Documents” and together form the “Contract.”

Article II

PRECONSTRUCTION SERVICES

The services to be provided under this Article II, together with the services described on Exhibit A

attached hereto, constitute Contractor’s “Preconstruction Phase” services. Contractor hereby

acknowledges and agrees that, if the Owner so elects, construction of the Work in accordance with

Article III below (the “Construction Phase”) may commence before the Preconstruction Phase is

completed, in which case both phases will proceed concurrently. For the Preconstruction Phase

services, Contractor’s compensation shall be as set forth in Exhibit B attached hereto and shall not

exceed $___________ in the aggregate. Payments shall be made monthly following presentation

of the Contractor’s invoice and, where applicable, payments shall be in proportion to services

performed. Payments for undisputed amounts shall be due and payable thirty (30) days after the

date the Contractor’s invoice is received by the Owner.

The Contractor shall provide a preliminary evaluation of the Owner’s program and Project budget

requirements, each in terms of the other. The Contractor shall jointly schedule and attend regular

meetings with the Owner and Architect. The Contractor shall consult with the Owner and

Architect regarding site use and improvements and the selection of materials, building systems

GOOGLE RFP SECTION 3

[proposed project team

qualifications and

availability]

3. Proposed Project Team

Qualifications & Availability

3.1: Attach resumes with a listing of projects similar in scope to these projects for reach of the key personnel: Mike Llamas, Vice President Operations In his role on Bay Trail, Mike will provide his 34 years of heavy construction expertise and executive management valued at over $145Million in GBI work alone to the success of the project. Mike has been overseeing all of Ghilotti Bros. projects since 2005, bringing a wealth of knowledge to the unique nature and demands of working in the Bay Area. His heavy civil construction & management style is characterized by innovation, solid understanding and execution of contractual requirements and procedures. Leading multiple teams on challenging schedules, he brings a proven record fulfilling both preconstruction value analysis and project management. During his long established career, Mike’s construction engineering and management experience represents over $1.63Billion in successful project delivery Scott Silvestri, Project Executive/Manager Scott will be a solution based team member directing the planning and execution of Bay Trail. His 27 years of similar experience support Scott’s role of managing risk and opportunities through accountability and transparency for the entire project team. His responsibilities will include the creation of multi-disciplinary scheduling to maximize efficiencies and interaction of key efforts on this project. Additionally, Scott will develop and manage documentation and compliance requirements, and facilitate collaboration with the team to advance the success of the project. Scott is excited to add this high profile project to his overall career experience total that is in excess of $5Billion. Darren Kirby, General Superintendent As the onsite Superintendent at Bay Trail, Darren will be responsible for all aspects of project safety and quality compliance, scheduling of personnel, equipment and materials. Darren’s impressive career spans over 40 years with a deep commitment to safety and being a significant contributor to GBI’s 500,000 hours with no lost time. He is recognized as an expert in preconstruction, as well as assisting in value analysis, constructability reviews and development of comprehensive strategies that incorporate both value and innovation. During construction, Darren will work hand in hand to maximize site efficiencies and keep on schedule with Scott Silvestri and Mike Llamas. He excels in the execution of pre-planning by aligning trade integration strategies, providing daily updates and work progress reports, and managing safety plans. Darren’s nearly 10 years of proven success with GBI include multiple long term projects totaling $200 Million.

3.2: Present written assurances that if awarded this project, the proposed team will

be assigned for the duration of the project:

If awarded, the proposed team below will be assigned through the successful delivery of

this project.

3.3: Describe the proposed organizational and reporting structure of your team for

this project.

3. Proposed Project Team

Qualifications & Availability

3.2 & 3.3

Mike Ghilotti

GBI President

Mike Llamas

GBI PE

Scott Silvestri

GBI PM

Darren Kirby

GBI Superintendent

GOOGLE RFP SECTION 4

[project approach]

4. Project Approach

The RFP format has allowed GBI to share our qualifications, best practices, capabilities,

and our “work hard, play hard” culture throughout. Our philosophy is simple - provide

professional, experienced personnel, align expectations, and communicate and

partner collaboratively to maximize project success and minimize Owner risk and

resources.

Scope of General Contracting Services – Project Construction Life Cycle

Pre-Construction (Upon Construction Services Commencement – 08/17/15)

Hold initial Permit Review and Partnering Kick-Off Meeting (Primary stakeholders)

Secure necessary permits as required

Host Project Team Building Event #1 – “We Need Each Other to Succeed”

Perform additional site investigation to verify engineering assumptions

Develop Risk/Opportunity Register

Identify project features for potential presentation as Value Engineering solutions

Establish Baseline Construction Schedule

Submit Project HASP and QA/QC Plan

Create Stabilized Quarry Fine Sample Panel

Construction (Planned Start 08/31/15)

Daily Safety Huddles

Integrate Partnering into Weekly Project Update Meeting

Review project layout concurrently with Surveyor to identify areas of

potential concern or delay

Self-perform all identified scope within the Contact Documents with

exception of Survey and Fencing (Specialty disciplines)

Perform Quality Control in coordination with Google provided services,

consultants

Provide Daily notifications of project issues, inspections, incidents

Host Project Team Building Event #2 – “What’s Working/What’s Not

Working – OFI’s (Opportunities for Improvement)”

Close Out (Planned Finish 01/20/16)

Complete final project punch list within five (5) working days of issuance

Submit all final manufacturer material warranties and O&M’s (if required)

Present all final copies of permits, pre-lien information

Host Project Team Building Event #3 – “Lessons Learned”

4. Project Approach

4. Project Approach, Continued

Execution Plan GBI performed a site visit on August 4, 2015 to further familiarize ourselves with the existing project conditions after reviewing the provided contract documents. Our project team is prepared to begin pre-construction services on/or about August 17 and we anticipate the Bay Trail project can be completed in approximately 100 working days. The construction schedule will consist of 52 working days for Phase I and 36 working days in Phase II, allowing approximately 12 working days for permit acquisition, submittals, etc. Our planned finish date of January 20, 2016 will allow for schedule adjustments with up to 50+ calendar days prior to the commencement of bird nesting season on March 15. Our “As Bid” Schedule is attached. Great care will be taken in planning our construction sequence that will include identifying all risks associated with the project. We understand that safety is paramount, access points are designated, security is a priority, and the trail is constrained at some points. We know that we can create better access via temporary construction at certain stations to improve and maintain work flow. By evaluating existing conditions through potholing and survey, we’ll have more comprehensive, risk certain information for discussion. Obtaining this information early on will allow the project team time to proactively make adjustments rather than reactively. After layout is complete, we shall repair the erosion areas in Phase I over twenty locations with a heightened sense of awareness for the environmentally sensitive habitat. Earthwork and grading to prepare the trail alignment for the new aggregate base will be immediately followed by the quarry fine surfacing and binder application. Shoulder backing, final grade adjustments and cleanup of the trail will be completed while the benches at the outlook locations are installed. We shall take great care in detailing the project to guarantee the highest level of workmanship and quality while meeting the schedule deadline.

4. Project Approach, Continued

ID Task Name Duration Start Finish Predecessors Successors

1 Google - Bay Trails Resurfacing 103 days Mon 8/31/15 Wed 1/20/16

2 Submittals 15 days Mon 8/31/15 Fri 9/18/15

3 SWPPP 15 days Mon 8/31/15 Fri 9/18/15 10

4 Baseline Schedule 15 days Mon 8/31/15 Fri 9/18/15 10

5 DG / Resin Materials 15 days Mon 8/31/15 Fri 9/18/15 15

6 Furnishings 15 days Mon 8/31/15 Fri 9/18/15 19

7 Survey Control / GPS Model 15 days Mon 8/31/15 Fri 9/18/15 10

8 Concstruction Duration 88 days Mon 9/21/15 Wed 1/20/16

9 Phase 1 52 days Mon 9/21/15 Tue 12/1/15

10 Clear and Grub 2 days Mon 9/21/15 Tue 9/22/15 3,4,7 11

11 Excavate Levee repair areas 10 days Wed 9/23/15 Tue 10/6/15 10 12SS+5 days

12 Install Rip Rap at repair locations 6 days Wed 9/30/15 Wed 10/7/15 11SS+5 days 13

13 Path Subgrade 12 days Thu 10/8/15 Fri 10/23/15 12 14

14 AB2 Place and Finish 8 days Mon 10/26/15 Wed 11/4/15 13 15

15 Install DG 10 days Thu 11/5/15 Wed 11/18/15 14,5 16

16 Shoulder Backing 6 days Thu 11/19/15 Thu 11/26/15 15 17FF

17 Adjust Utililties 1 day Thu 11/26/15 Thu 11/26/15 16FF 18

18 Resin Application 2 days Fri 11/27/15 Mon 11/30/15 17 19

19 Install Benches 1 day Tue 12/1/15 Tue 12/1/15 18,6 20

20 Phase 1 Complete 0 days Tue 12/1/15 Tue 12/1/15 19 22

21 Phase 2 36 days Wed 12/2/15 Wed 1/20/16

22 Clear and Grub 2 days Wed 12/2/15 Thu 12/3/15 20 23

23 Path Subgrade 10 days Fri 12/4/15 Thu 12/17/15 22 24

24 AB2 Place and Finish 6 days Fri 12/18/15 Fri 12/25/15 23 25

25 Install DG 8 days Mon 12/28/15 Wed 1/6/16 24 26

26 Shoulder Backing 6 days Thu 1/7/16 Thu 1/14/16 25 27FF

27 Adjust Utililties 1 day Thu 1/14/16 Thu 1/14/16 26FF 28

28 Resin Application 2 days Fri 1/15/16 Mon 1/18/16 27 29

29 Install Benches 2 days Tue 1/19/16 Wed 1/20/16 28 30

30 Project Complete 0 days Wed 1/20/16 Wed 1/20/16 29

103 days Google - Bay Trails Resurfaci

15 days Submittals

SWPPP

Baseline Schedule

DG / Resin Materials

Furnishings

Survey Control / GPS Model

88 days Concstruction Duration

52 days Phase 1

Clear and Grub

Excavate Levee repair areas

Install Rip Rap at repair locations

Path Subgrade

AB2 Place and Finish

Install DG

Shoulder Backing

Adjust Utililties

Resin Application

Install Benches

12/1

36 days Phase 2

Clear and Grub

Path Subgrade

AB2 Place and Finish

Install DG

Shoulder Backing

Adjust Utililties

Resin Application

Install Benches

1/20

8/9 8/16 8/23 8/30 9/6 9/13 9/20 9/27 10/4 0/1 0/1 0/2 11/1 11/8 1/1 1/2 1/2 12/6 2/1 2/2 2/2 1/3 1/10 1/17 1/24 1/31 2/7 2/14 2/21 2/28 3/6st September October November December January February March

Task

Split

Progress

Milestone

Summary

Project Summary

External Tasks

External Milestone

Deadline

Critical Path

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Project: Google Bay Trail.mppDate: Fri 8/7/15