11-04-Bid Package - Sample AHA Contruction Services Agreement IP WATER DAMAGE.pdf

PROJECT NAME______________________________ AHA CONTRACT #__________

Construction Services Agreement 1705\14\3218706.1

HOUSING AUTHORITY OF THE CITY OF ALAMEDA

CONSTRUCTION SERVICES AGREEMENT

This Construction Services Agreement (this "Agreement") is entered into as of ________

__, 2026 (the "Effective Date"), by and between the Housing Authority of the City Alameda, a public body, corporate and politic ("Authority"), and _____________________(Entity) ., ______________(Entity Type) ("Contractor," and together with Authority, collectively, the

"Parties"), with reference to the following facts:

RECITALS

A. These Recitals refer to and utilize certain capitalized terms that are defined in

Article 1 of this Agreement. The Parties intend to refer to those definitions in connection with the use of capitalized terms in these Recitals.

B. On ________ __, 202_, Authority issued the RFP for the Work. Thereafter, on

_____________ __, 2026, Authority selected Contractor to perform the Work in accordance with the RFP.

C. Contractor has represented to Authority that Contractor has the necessary skill and expertise to perform the Work.

D. The Parties wish to enter into this Agreement to memorialize their agreement as to the specific requirements regarding the renovation and modernization project at the Property.

NOW, THEREFORE, the Parties agree as follows:

ARTICLE 1

PURPOSE; DEFINITIONS

Section 1.1 Purpose.

The purpose of this Agreement is to authorize Contractor to take actions necessary to perform the Work on the Property. Contractor hereby agrees to perform the Work in compliance with the terms and conditions of this Agreement, within the time periods provided by the

Schedule, and for the costs set forth on the Contractor Schedule of Values.

Section 1.2 Definitions.

The following capitalized terms have the meanings set forth in this Section 1.2 wherever used in this Agreement, unless otherwise provided:

(a) "Acceptance Certificate" shall have the mean set forth in Section 2.9(b) of this Agreement.

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(b) "Agreement" shall mean this Construction Services Agreement and all exhibits.

(c) "Application for Payment" shall have the meaning set forth in

Section 3.3(b) of this Agreement.

(d) "Architect" shall mean ____________.

(e) "Authority" shall mean the Housing Authority of the City of Alameda, a public body, corporate and politic, its successors and assigns.

(f) "Change Order" shall have the meaning set forth in Section 2.11 of this

Agreement.

(g) "City" shall mean the City of Alameda, California.

(h) "Contract Documents" shall mean this Agreement (including all exhibits attached hereto), the General Conditions, and the Plans.

(i) "Contracting Officer" shall have the meaning set forth in Section 5.7 of this Agreement.

(j) "Contractor" shall mean _________________(Entity)., a

_____________________ (Entity Type)

(k) "Contract Sum" shall have the meaning set forth in Section 3.1(a) of this

Agreement.

(l) "Contract Time" shall have the meaning set forth in Section 2.9(b) of this

Agreement.

(m) "Cost of the Work" shall mean the costs and expenses incurred by, or on behalf of, Contractor in connection with the performance of the Work, as more particularly described in Section 3.1 of this Agreement.

(n) "DIR" shall mean the State of California Department of Industrial

Relations.

(o) "Effective Date" shall have the meaning set forth in the first paragraph of this Agreement.

(p) "General Conditions" shall mean Form HUD-5370 (11/20/2023), General

Conditions for Construction Contract, attached to this Agreement as Exhibit E.

(q) "Guaranteed Maximum Price" shall have the meaning set forth in

Section 3.1(a) of this Agreement.

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(r) "HUD" shall mean the United States Department of Housing and Urban

Development.

(s) "Notice to Proceed" shall mean the notice to be issued by Authority to

Contractor to establish the date for the commencement of the Work.

(t) "Parties" shall mean, collectively, Authority and Contractor.

(u) "Party" shall mean either Authority or Contractor.

(v) "Plans" shall mean the plans and specifications as set forth on Exhibit D.

(w) "Potential Claimants" shall have the meaning set forth in

Section 3.4(a)(iii) of this Agreement.

(x) "Property" shall mean the real property located in the City of Alameda commonly known as _____________ (Property Name) - _____________________(Address)

Alameda, Ca. 94501., owned by Authority, on which Contractor shall perform the Work.

(y) "Residential Tenants" shall have the meaning set forth in Section 2.7(a)(i) of this Agreement.

(z) "Retention Amount" shall have the meaning set forth in Section 3.3(a) of this Agreement.

(aa) "RFP" shall mean the Request for Proposals, issued by Authority on

__________ __, 2026, and Contractor's response, dated ___________ __, 2026, each of which are attached to this Agreement as Exhibit L, and incorporated into this Agreement by this reference.

(bb) "Schedule" shall mean the schedule for performance of the Work, attached to this Agreement as Exhibit K, as the Parties may revise from time to time, pursuant to a

Change Order.

(cc) "Section 3" shall mean Section 3 of the Housing and Urban Development

Act of 1968, 12 U.S.C. 1701u, and its implementing regulations at 24 CFR Part 75.

(dd) "Section 3 Certification" shall mean Contractor's certification regarding

Section 3 compliance, a form of which is attached to this Agreement as Exhibit I.

(ee) "Section 3 Policy" shall mean Authority's policy for complying with

Section 3, attached to this Agreement as Exhibit I.

(ff) "Subcontractor" shall mean any subcontractor under direct contract with

Contractor as more particularly described in Section 2.4(a) of this Agreement.

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(gg) "Substantial Completion" shall mean the stage in the progress of the Work where the work is sufficiently complete in accordance with this Agreement and all other Contract

Documents so that the work may be utilized for its intended use as evidenced by the Acceptance

Certificate.

(hh) "Work" shall mean, collectively: (i) ______________________________

(Scope of Work) on the Property, as more particularly set forth in Exhibit A, and as set forth on the Plans; and (ii) all other construction and services required by the Contract Documents or reasonably inferable by Contractor as necessary to produce the results intended by the Contract

Documents (including all labor, materials, equipment, and services provided or to be provided by

Contractor to fulfill Contractor's obligations).

Section 1.3 Exhibits.

The following exhibits are attached to this Agreement and incorporated into this

Agreement by this reference:

Exhibit A: Scope of Work

Exhibit B: List of Subcontractors

Exhibit C: Contractor Schedule of Values; Qualifications and Exclusions

Exhibit D: List of Plans

Exhibit E: General Conditions for Construction Contract (Form HUD-5370)

Exhibit F: Insurance Requirements

Exhibit G: Davis Bacon Wage Rates

Exhibit H: AHA Section 3 Policy

Exhibit I: Section 3 Certification

Exhibit J: Notice for Affirmative Action to Ensure Equal Employment Opportunity under Executive Order 11246, and the Standard Federal Equal

Employment Opportunity Construction Contract Specifications

Exhibit K: Schedule

Exhibit L: Documents incorporated for reference from RFP

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ARTICLE 2

CONSTRUCTION SERVICES

Section 2.1 Scope of Work.

Contractor shall perform the Work as set forth in the Plans provided to Contractor by

Authority.

Section 2.2 Responsibility for Performance of the Work.

(a) Contractor Responsibilities. Contractor shall manage all activities associated with the performance of the Work in accordance with this Agreement, including, but not limited to, the following activities:

(i) In addition to the other requirements set forth herein, Contractor shall employ a full-time superintendent to be on the jobsite at all times during the progress of the

Work. The superintendent shall represent Contractor, and communications given to the superintendent shall be as binding as if given to Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. Authority shall have the right to approve the superintendent. If Contractor removes the superintendent, Authority shall have the right to approve the replacement superintendent, which shall not be unreasonably denied.

(ii) Contractor shall conduct weekly job site meeting with Authority's representative to keep Authority informed of the progress of the Work. Contractor shall provide

Authority copies of minutes of any job site meetings.

(iii) Contractor shall be solely responsible for and have control over the means, methods, techniques, sequences and procedures and for coordinating all portions of the

Work under this Agreement.

(iv) Subject to Authority's obligation to disburse funds set forth in

Section 3.3(c) of this Agreement, Contractor shall make, or cause to be made, payment of all monies due and legally owing to all persons doing any work, furnishing any materials or supplies, or renting any equipment to Contractor or any of its Subcontractors in connection with performance of the Work, within ten (10) calendar days following receipt of payment from

Authority.

(v) Contractor shall be responsible to Authority for acts and omissions of Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of Contractor or any of its

Subcontractors and for any damages, losses, costs, expenses, including but not limited to attorneys' fees resulting from such acts and omissions. In accordance with Section 1810 of the

California Labor Code, Contractor acknowledges that eight (8) hours of labor constitutes a legal day's work.

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In no event shall Contractor contract with any party which has been debarred or suspended by

HUD under 29 CFR 5.12 or by the State of California’s Department of Industrial Relations, Division of Labor Standards Enforcement (DLSE). A current list of individuals the DLSE is available at https://www.dir.ca.gov/dlse/debar.html.

(b) Use of Site. Only materials and equipment that are to be used directly in the Work shall be brought to and stored on the Property by Contractor. After equipment is no longer required for the Work, it shall be promptly removed from the Property. Contractor shall take reasonable precautions and measures to protect materials and equipment stored at the

Property from weather, theft, and damage, and Contractor shall be solely liable for any loss or damage to such materials and equipment. Contractor shall ensure that the Work, at all times, is performed in a manner that affords reasonable access, both vehicular and pedestrian, to the site of the Work and all adjacent areas. The Work shall be performed, to the fullest extent reasonably possible, in such manner that public areas adjacent to the Property of the Work shall be free from all debris, building materials, and equipment likely to cause hazardous conditions.

Section 2.3 Contractor Representations and Warranties.

(a) Representations and Warranties. Contractor represents and warrants the following to Authority (in addition to any other representations and warranties contained in this

Agreement) as a material inducement to Authority to execute this Agreement:

(i) Contractor, and to the best of Contractor's knowledge, its

Subcontractors, are financially solvent, able to pay all debts as they mature, and possessed of sufficient working capital to complete the Work and perform all obligations hereunder;

(ii) Contractor is able to furnish the plant, tools, materials, supplies, equipment, and labor itself or through its Subcontractors required to complete the Work and perform its obligations hereunder, and has sufficient experience and competence to do so;

(iii) Contractor is authorized to do business in the State of California and is properly licensed by all necessary governmental and public and quasi-public authorities having jurisdiction over Contractor and over the Work. Contractor's license number is _______;

(iv) Contractor's execution of this Agreement and performance thereof is within Contractor's duly authorized powers;

(v) Contractor is a sophisticated contractor who possesses a high level of experience and expertise in the business administration, construction, construction management, and superintendence of projects of the size, complexity, and nature of this particular project, and will perform the Work with the care, skill, and diligence of such a contractor;

(vi) Except as disclosed to Authority in writing, there are no claims, actions, investigations, suits, or proceedings pending affecting Contractor's performance under the Contract Documents; and

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(vii) All financial information delivered to Authority, including all information relating to the financial condition of Contractor or any of its partners, joint venturers, or members (as applicable), fairly and accurately represents the financial condition being reported on as of its date. All such information is prepared in accordance with generally accepted accounting principles consistently applied, unless otherwise noted. There has been no material adverse change in the financial condition of any of the persons described above reported at any time to Authority, except as previously disclosed to Authority in writing in later financial information and found acceptable to Authority in its sole and absolute discretion.

(b) Survival. The foregoing representations and warranties shall survive the execution and delivery of this Agreement and any termination of this Agreement.

Section 2.4 Subcontractors.

(a) List of Subcontractors. Contractor's list of approved Subcontractors for the performance of the Work, and each of the Subcontractor's license numbers, is set forth on

Exhibit B. In the event Contractor desires to replace any Subcontractor pursuant to Section 4107 of the California Public Contract Code, then Contractor shall notify Authority in writing, and

Authority shall then follow the process set forth in Section 4107(a) of the California Public

Contract Code. Thereafter, if requested by Authority in writing, Contractor shall provide

Authority with a draft copy of its form subcontract, and disclose to Authority the name, trade, and subcontract amounts for each subcontractor prior to the proposed subcontractor's performance of any portion of the Work. Subcontractors shall have the required licenses and expertise necessary to perform the proposed subcontract work. Authority will promptly reply to

Contractor in writing stating whether or not Authority, after due investigation, has reasonable objection to any such proposed person or entity. Provided Authority has not objected to the proposed subcontractor, such person or entity shall be deemed a "Subcontractor." Contractor shall not contract with a proposed person or entity to whom Authority has made reasonable and timely objection, or an entity that has been debarred by the DIR. If any contract between

Contractor and a Subcontractor is materially altered so that it differs from the form subcontract provided to Authority with regard to terms other than (1) the description of the Work to be performed pursuant to the subcontract, and (2) the subcontract price, that subcontract shall be submitted to Authority for its review prior to the commencement of applicable portion of the

Work.

(b) Subcontracts. By appropriate agreement Contractor shall require each

Subcontractor, to the extent of the work to be performed by the Subcontractor, to be bound to

Contractor by terms of this Agreement and to assume toward Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's work, which

Contractor, by this Agreement, assumes toward Authority. Each subcontract shall, among other matters: (i) require that the work be performed in accordance with the requirements of this

Agreement; (ii) require the Subcontractor to carry and maintain liability insurance in accordance with this Agreement; and, (iii) shall specifically provide that Authority is an intended third-party beneficiary of such subcontract and that the Subcontractor recognizes the rights of Authority to take an assignment of its subcontract after termination of this Agreement by Authority on default of Contractor.

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Section 2.5 Payment and Performance Bonds.

Prior to commencement of the Work, Contractor shall deliver to Authority copies of labor and material (payment) bonds and performance (general contractor bond) bonds for the Work in an amount equal to one hundred percent (100%) of the scheduled costs of the Work. Said bonds shall comply with the requirements of Section 9550 et seq. of the California Civil Code and shall be issued by an insurance company which is licensed to do business in California and has a rating equivalent to AAA or AA+ by an insurance company listed in the current year's list of

"Surety Companies Acceptable on Federal Bonds" as published in the Federal Register by the

Audit Staff Bureau of Accounts, U.S. Treasury Department, and for amounts which are not in excess of the acceptable amount set forth on such list for the respective surety. The bonds shall name Authority as a co-obligee or assignee.

Section 2.6 Right of Entry; Job Site Facilities.

(a) Right of Entry. Authority hereby grants Contractor a right to enter the

Property for the purpose of performing the Work. This right of entry may be exercised by

Contractor, and its employees, agents, and Subcontractors. This right of entry will terminate upon the sooner to occur of: (i) completion of the Work; or (ii) the occurrence of an event of default under this Agreement.

(b) No Liens. Contractor and all Subcontractors and all material suppliers are prohibited from placing any liens on the Property; provided, however nothing in this

Section 2.6(b) shall be deemed to prohibit the filing of a stop notice.

(c) Signs. Subject to prior approval of Authority as to size, design, type and location, and to local regulations, Contractor and its Subcontractors may erect temporary signs for purposes of identification and, to the extent applicable, controlling traffic. Contractor shall furnish, erect, and maintain such signs as may be required by safety regulations and as necessary to safeguard life and property. Contractor shall comply with all applicable CAL OSHA standards.

(d) Job Site Facilities. In addition to the requirements set forth in Section 17 of the General Conditions, Contractor may provide a jobsite trailer and portable sanitary facilities. This office will be located so as to cause no interference to any Work to be performed on the Property. Contractor shall consult with Authority with regard to location. Unless otherwise agreed to by the Parties, upon completion of the Work, Contractor shall remove all such temporary structures and facilities from the Property. On-site storage will be permitted, as a convenience to Contractor, in areas designated by Authority for such purposes. Contractor shall take reasonable security measures to protect against theft and vandalism. Contractor is responsible for Contractor owned tools and equipment. Except for damage due to Contractor's negligence or willful misconduct, damage or vandalism to the Improvements, products at the

Property, in storage or in transit shall be covered by the builder's risk policy, described in

Section 7.19 of this Agreement. Contractor may, at its option and expense, rent off-site facilities for the storage and securing of its materials.

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Section 2.7 Safety Precautions and Programs.

(a) Contractor Responsibility. In addition to the requirements set forth in

Section 13 of the General Conditions, Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the

Work and for providing safe conditions for the performance of the Work. Authority shall have no liability or responsibility for the physical condition or safety of the site or any improvements made by Contractor and located on the Property until acceptance of the Work by Authority as evidenced by the Acceptance Certificate more particularly described in Section 2.9(b) of this

Agreement. Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to:

(i) employees at the Property and other persons who may be affected thereby, including, but not limited to the tenants of the residential units located at the Property

(collectively, the "Residential Tenants");

(ii) the materials and equipment to be used in connection with the performance of the Work, whether in storage on or off the site, under care, custody or control of

Contractor or Contractor's Subcontractors or sub-subcontractors; and

(iii) other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of the Work.

(b) Residential Tenants. Contractor acknowledges that the Residential Tenants shall be occupying the portions of the Property above the portions of the Property where the

Work will be performed. Contractor shall take all reasonable precautions to ensure that the Work is performed in such a manner so as not to endanger, threaten, or impair the safety of Residential

Tenants or their guests and invitees, and shall construct and maintain reasonable safeguards as required by the condition and progress of the Work. Contractor shall take all reasonably available efforts to eliminate unnecessary noise, dust, or obstructions during the performance of the Work.

(c) Utilities. In the event that the performance of the Work requires existing utilities (including, but not limited to, water, heat, electricity, or telecommunications) to be shut-off, then Contractor shall not cause such utilities to be shut off until: (i) Contractor has notified

Authority of such requirement, and (ii) Authority has notified the Residential Tenants of such requirement in accordance with the Residential Tenants' leases. In such event Contractor shall use commercially reasonable efforts to minimize the time period that any utility serving the

Property is shut-off.

(d) Notices. Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. Contractor shall erect and maintain, as required by existing conditions and performance of the Work, reasonable safeguards for safety

Construction Services Agreement 1705\14\3218706.1 and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities.

(e) Explosives. When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for performance of the Work, Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. Contractor shall also give Authority reasonable advance notice.

(f) Damage. Contractor shall promptly remedy damage and loss to property referred to in Sections 2.7(a)(ii) and (iii) above, to the extent caused by Contractor, a

Subcontractor, a sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which Contractor is responsible under

Sections 2.7(a)(ii) and (iii), except damage or loss attributable to acts or omissions of Authority and not attributable to the fault or negligence of Contractor.

(g) No Overloading. Contractor shall not load or permit any part of the Work or site to be loaded so as to endanger its safety.

(h) Suspension. When all or a portion of the Work is suspended for any reason, Contractor shall securely fasten down all coverings and protect the Improvements, as necessary, from injury by any cause, including, but not limited to rain or other weather conditions.

(i) Notice to Authority. Contractor shall promptly report in writing to

Authority all accidents arising out of or in connection with the Work that caused death, serious personal injury, or serious property damage (other than the demolition of any existing improvements on the Property as set forth in the Plans), giving full details and statements of any witnesses. In addition, if death, serious personal injuries or serious damages are caused, the accident shall be reported immediately by telephone or messenger to Authority.

Section 2.8 Conditions Precedent to Commencement of the Work.

(a) Conditions. Contractor shall cause the commencement of Work by no later than the date set forth in a Notice to Proceed issued by Authority; provided, however, Authority shall not be under any obligation to issue a Notice to Proceed until satisfaction of the following conditions precedent:

(i) There exists no Default nor any act, failure, omission or condition that would constitute an event of Default under this Agreement.

(ii) Contractor has furnished Authority with evidence of the bonds meeting the requirements of Section 2.5 of this Agreement.

(iii) Contractor has executed and delivered to Authority all documents, instruments, and policies required by Authority pursuant to this Agreement.

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(iv) Contractor has furnished Authority with evidence of the insurance coverage meeting the requirements of Section 2.19 of this Agreement.

(v) Contractor has secured all necessary permits, fees and licenses as set forth in Section 2.12(a) of this Agreement.

(b) Termination. If Contractor has not satisfied the conditions precedent set forth in this Section 2.8 by the earlier of: (i) the date set forth in the Notice to Proceed; or

(ii) December 1, 2023, then such failure shall constitute a default as set forth in Section 4.2 of this Agreement, and Authority may, in its sole discretion, terminate this Agreement. In the event of such termination neither Party shall have any continuing liability or obligations except for continuing indemnities provided elsewhere in this Agreement. In the event of such termination, the Parties agree and acknowledge that, for the avoidance of doubt, Section 34 of the General

Conditions shall not apply.

Section 2.9 Completion of the Work.

(a) Compliance with Schedule. Contractor shall perform the Work in strict accordance with the Schedule submitted to and accepted by Authority. Contractor shall have the sole and exclusive responsibility for completing the Work according to the Schedule. Failure to materially comply with the Schedule shall be considered a breach of this Agreement. Any proposed revisions to the Schedule which would affect Contract Time shall be submitted by

Contractor pursuant to the Change Order procedure set forth in Section 2.11 of this Agreement.

If Authority reasonably determines that the performance of the Work has not materially reached the level of completion set forth in the Schedule or the Contract Documents (taking into account any corrective schedule action(s) proposed by Contractor including, but not limited to, resequencing tasks or lags to obtain compliance with the Schedule), then Authority shall have the right to require Contractor to take all measures necessary to expedite the Work in order to materially comply with the Schedule including, but not limited to, working additional shifts or overtime, supplying additional labor, equipment, facilities, and other similar measures.

Authority's right to require such measures is solely for the purpose of ensuring Contractor's compliance with the Schedule. Contractor shall not be entitled to an adjustment in the Contract

Sum in connection with such measures required by Authority. Authority may exercise the rights furnished in this Section 2.9(a) as frequently as Authority deems necessary to ensure that

Contractor's performance of the Work will comply with the Contract Time.

(b) Acceptance Certificate. Subject to Section 32(b) of the General

Conditions, Contractor shall diligently prosecute the Work to completion, and shall cause the

Substantial Completion of the Work as set forth in the Schedule, and within the time period established in Section 25 of the General Conditions (the "Contract Time"). Upon Substantial

Completion of the Work Contractor shall submit to Authority a certification from Architect stating that the Work has been completed in accordance with the Plans. Upon (1) submission of

Architect's certification, (2) inspection by Authority and a determination by Authority in its reasonable discretion Contractor has reached Substantial Completion in compliance with this

Agreement, and (3) at Authority's discretion, completion of an independent cost certification of the work to be prepared and paid for by Authority, Authority shall certify in writing that the

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Work is substantially complete by executing and recording against the Property a notice of completion and acceptance of work (the "Acceptance Certificate").

Section 2.10 Delay and Extension of Time.

(a) Delay. Except as set forth below, the occurrence of events that delay the

Work shall not excuse Contractor from achieving Substantial Completion within the Contract

Time. The Contract Time may be extended by Change Order for each calendar day Contractor is delayed in the commencement or progress of the Work provided that Contractor demonstrates that the following conditions have been met:

(i) At the time the event causing the delay commences, no event of default (as described in Section 4.2 of this Agreement) exists;

(ii) Contractor demonstrates that the delay will have a material adverse impact on the critical path of the then current Schedule;

(iii) The delay is not caused by Contractor;

(iv) The delay could not be (or have been) limited or avoided by

Contractor's timely notice to Authority of the delay or reasonable likelihood that the delay would occur;

(v) The delay is of a duration of more than one calendar day; and

(vi) The delay is caused by one, or more, of the events or conditions set forth in Section 32(b)(1) of the General Conditions.

(b) Change Order. Provided that such conditions set forth above are satisfied, the Contract Time may be extended by Change Order as set forth in Section 2.11 of this

Agreement.

Section 2.11 Change Orders.

Changes in the Work may be accomplished after execution of this Agreement, and without invalidating this Agreement by Change Order, subject to the limitations stated in

Section 29 of the General Conditions (each, a "Change Order"). Agreement on any Change

Order shall constitute a final settlement of all matters relating to the change in the work that is the subject of the Change Order, including, but not limited to, all direct and indirect costs associated with such change and any and all adjustments to the Contract Sum and the Contract

Time (if any). Contractor shall use the AIA Change Order form, or such other form of change order reasonably acceptable to Authority, and shall report requests for Change Orders and

Change Order status monthly.

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Section 2.12 Work Pursuant to Permits, Plans and Laws.

(a) Permits. In accordance with Section 12(b) of the General Conditions, Contractor shall obtain, and pay all costs for, all applicable permits, licenses, and authorizations necessary for the Work. The Work shall proceed only after procurement of each permit, license, or other authorization that may be required by any governmental agency having jurisdiction over the Work.

(b) Plans and Laws. Contractor shall cause all the Work performed in connection with this Agreement to be performed in compliance with: (i) the Plans, as approved by the City Building Department, and all governmental approvals and permits; (ii) all applicable laws, ordinances, rules and regulations of federal, state, or municipal governments or agencies now in force or that may be enacted hereafter, including (without limitation and where applicable) prevailing wage provisions of the federal Davis-Bacon Act (as further set forth in

Section 46 of the General Conditions), and its implementing rules and regulations, and the prevailing wage provisions of the Section 1720, et seq. of the California Labor Code; and (iii) all directions, rules and regulations of any fire marshal, health officer, building inspector, or other officer of every governmental agency now having or hereafter acquiring jurisdiction. In accordance with Section 1104 of the California Public Contract Code, Contractor shall review the Contract Documents, and, in the event Contractor discovers any error or omission in the

Contract Documents with applicable codes, then Contractor shall promptly notify Authority of such error or omission.

(c) Davis-Bacon Wages and California Prevailing Wages; Payroll

Compliance.

(i) The applicable Davis Bacon wage rates are attached to this

Agreement as Exhibit G. A copy of the wage decision and any additional classifications shall be posted by Contractor at the Property in a prominent place readily accessible to the workers.

Contractor shall and shall cause Subcontractors to pay the higher of: (1) the wages set forth in

Exhibit G; or (2) prevailing wages in the performance of the Work as those wages are determined pursuant to Sections 1720 et seq. of the California Labor Code. Regardless of the payment of wages set forth in Exhibit G or pursuant to Sections 1720 et seq. of the California

Labor Code, Contractor shall, and shall cause any Subcontractors to: (A) employ apprentices as required by Sections 1777.5 et seq. of the California Labor Code, and the implementing regulations of the DIR, and to comply with the other applicable provisions of Sections 1720 et seq. and Sections 1777.5 et seq. of the California Labor Code, and implementing regulations of the DIR; (B) keep and retain, and shall cause any Subcontractor to keep and retain, such records as are necessary to determine if such prevailing wages have been paid as required pursuant to

Sections 1720 et seq. of the California Labor Code, and apprentices have been employed are required by Sections 1777.5 et seq. of the California Labor Code; (C) post at the Property the applicable prevailing rates of per diem wages (Copies of the currently applicable current per diem prevailing wages are available from the DIR); (D) register, and cause the Subcontractors rehabilitating the Property to be registered as set forth in Sections 1725.5 of the California Labor

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Code; (E) cause its Subcontractors, in all calls for bids, bidding materials and subcontract documents to specify that: (i) no subcontractor may be listed on a bid proposal nor be awarded a contract unless registered with the DIR pursuant to Sections 1725.5 of the California Labor

Code; and (ii) the Work is subject to compliance monitoring and enforcement by the DIR;

(F) provide Authority all information required by Sections 1773.3 of the California Labor Code, as set forth in the DIR's online form PWC-100 within two (2) calendar days after the Effective

Date ; (G) post, or cause its Subcontractors to post job site notices, as prescribed by regulation by the DIR; and (H) cause its Subcontractors to furnish payroll records required by Sections 1776 of the California Labor Code directly to the Labor Commissioner, at least monthly in the electronic format prescribed by the Labor Commissioner.

(ii) Each Subcontractor and any lower tier subcontractor shall submit through Contractor to Authority weekly certified payrolls for each work week from the time work is started until the Work is completed setting forth, among other things, that each worker has been paid in accordance with Section 2.12(c)(i) of this Agreement. Weekly payrolls shall be completed and submitted promptly to Authority, preferably no later than seven (7) working days following completion of the work week. Monthly progress payments will not be released until all payroll reports are up to date. All workers are to be paid not less than once per week.

(d) Department of Labor Notification. Within ten (10) calendar days of contract award (including subcontracts) for each contract of Ten Thousand and No/100ths

Dollars ($10,000.00) or more, Authority is required to send a notice of contract award to the

Regional Office of Federal Contract Compliance Programs of the Department of Labor. This notification is required by Executive Order 11246, as amended, and shall include the name, address, and telephone number of the contractor/subcontractor; the employer identification number; the dollar amount of the contract; the estimated start and completion dates; and the project number(s) and community in which the project(s) is located. The above information shall be submitted to Authority, by Contractor, within two (2) working days of receipt of such information as it applies to subcontractors.

Section 2.13 Authority's Right to Stop the Work.

If Contractor fails to correct defective work as required by Article 23 of the General

Conditions or fails to carry out the Work in accordance with the Contract Documents, Authority by a written order signed by the Contracting Officer, may order Contractor to stop the Work or any portion thereof until the cause for such order has been eliminated.

Section 2.14 Authority's Right to Carry Out the Work.

If Contractor defaults or neglects to carry out the work in accordance with this

Agreement and fails within seven (7) calendar days after receipt of written notice from Authority to commence and continue correction of such defects or neglect with diligence and promptness, Authority may, after seven (7) calendar days following receipt by Contractor of an additional written notice and without prejudice to any other remedy Authority may have, correct such deficiencies. In such case, an appropriate Change Order shall be issued, deducting from the payments then or thereafter due Contractor, the cost of correcting such deficiencies, including

Construction Services Agreement 1705\14\3218706.1 compensation for Architect's additional services made necessary by such default, neglect or failure. If the payments then or thereafter due Contractor are not sufficient to cover such amount, Contractor shall pay the difference to Authority.

Section 2.15 Section 3 Compliance.

Contractor shall comply with Sections 38, 39, and 40 of the General Conditions regarding

Section 3 and the requirements set forth in AHA Section 3 Policy.

Section 2.16 Equal Opportunity.

Contractor, for itself and its successors and assigns, and transferees agrees that in the performance of the Work it shall comply with the requirements of Section 39 of the General

Conditions regarding Equal Employment Opportunity.

Section 2.17 Minority and Women-Owned Business Participation.

Attached to this Agreement as Exhibit J is the Notice for Affirmative Action to Ensure

Equal Employment Opportunity under Executive Order 11246, and the Standard Federal Equal

Employment Opportunity Construction Contract Specifications. It is the policy of Authority to take positive steps to maximize the utilization of minority and women business enterprises in all contract activity administered by Authority.

Section 2.18 Hazardous Materials.

(a) Contractor Responsibility. Contractor shall not permit any hazardous material or substance to be brought to, or used on, the Property except to the extent such hazardous material or substance is necessary to and customarily used in the projects like the

Work. Any hazardous material or substance brought or used on the Property by Contractor, any

Subcontractor, any material supplier, or any entity for whom any of them is responsible, shall be used, stored and disposed of in compliance with all applicable laws related to such hazardous materials or substances. Any damage to the Property and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of

Contractor or Contractor's Subcontractors or sub-subcontractors; and other property at the

Property or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of the Work, resulting from the improper storage or use of hazardous materials or substances, shall be remedied by Contractor at its sole cost and expense in accordance with applicable laws.

Contractor shall provide Authority notice of any release of hazardous materials or substances at the Property. In no event, however, shall Authority have any responsibility for any substance or material that is brought to the Property by Contractor, any Subcontractor, any material supplier, or any entity for whom any of them is responsible. Contractor agrees not to import any fill that are hazardous, toxic or made up of any items that are hazardous or toxic.

(b) Compliance with Laws. If Contractor's scope of work include the off-haul or contaminated soil, hazardous materials (including asbestos) remediation, or mold remediation, Construction Services Agreement 1705\14\3218706.1 then Contractor shall comply with the requirements of all applicable federal, state and local laws, and any environmental reports provided to Contractor by Authority, in the removal, transportation and disposal of the materials. Contractor shall obtain all necessary permits for any contaminated soil or hazardous materials or mold removal work. Contractor shall ensure that any

Subcontractor performing any removal or remediation work possesses the necessary expertise, insurance and licenses. All contaminated and hazardous material shall be transported to an appropriately permitted facility. Contractor shall and shall cause any Subcontractors performing the removal and remediation work to take all necessary safety precautions during the performance of the Work including but not limited to necessary protection of surrounding areas to prevent the spread of contamination, and the protection of workers performing the removal and remediation work.

(c) Stop Work. If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to polychlorinated biphenyl (PCB), but specifically excluding lead paint and asbestos (which remediation is contemplated as part of the Work), encountered on the Property by Contractor, Contractor shall, upon recognizing the condition, immediately stop the Work in the affected area and report the condition to Authority in writing.

(d) Rendered Harmless. In the event hazardous materials or substances are found to be present, then Contractor shall take such actions necessary to render such materials or substances harmless. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of Authority and Contractor. The Contract

Time shall be extended appropriately and the Contract Sum shall be increased in the amount of

Contractor's reasonable additional costs of shut-down, delay and start-up, which adjustments shall be accomplished pursuant to a Change Order; provided, however, Authority shall have no obligation to execute a Change Order for: (i) any hazardous materials or substances that were previously disclosed to Contractor, prior to the Effective Date; (ii) any condition that does not differ materially from those conditions disclosed to Contractor; or (iii) any hazardous materials or condition known by Contractor.

Section 2.19 Insurance Requirements.

Contractor shall, and shall cause any Subcontractors performing any portion of the Work to maintain insurance of the types described in Exhibit F. The requirements set forth in Exhibit F supersede those set forth in Section 36 of the General Conditions.

Section 2.20 Contractor's Obligations regarding Mechanic's Liens and Stop Notices.

(a) Contractor's Obligation to Maintain Lien-Free Title. Provided that

Authority has made payment of undisputed sums due and payable in accordance with this

Agreement, if any claim of mechanic's lien or stop notice is filed or made against the real property in connection with the Work, Contractor shall: (i) immediately pay and fully discharge the mechanic's lien or stop notice claim; (ii) commence a civil action pursuant to Sections 9350 et seq. of the California Civil Code, for the summary determination of the mechanic's lien or stop notice; or (iii) may deliver to Authority a release of lien or stop notice by surety bond in a legally

Construction Services Agreement 1705\14\3218706.1 sufficient form and amount to discharge the mechanic's lien or stop notice. Contractor shall provide whatever documentation, deposits or surety is reasonably required by the title insurance company providing title insurance on the Work in order to obtain lien-free endorsements prior to

Authority's payment of any payment, including any progress payment. If Contractor fails to promptly provide the documentation, deposits, records of payment or surety bonds required by this Section 2.20(a), Authority may: (1) obtain any deposits or surety; or (2) make payments to claimants against the Work, Contractor, Authority, in good faith, as reasonably required to release the mechanic's lien or stop notice claim. Authority may withhold the cost of obtaining such deposits or surety or of making such payments from any payment that would otherwise be due to Contractor. Failure of Authority to withhold any or part of any payment pursuant to this

Section 2.20(a) shall not be a waiver of any right of Authority under the Contract. Withholding of any payment or part of any payment by Authority pursuant to this Section 2.20(a) shall not be a breach of this Agreement.

(b) Withholding of Payments Due to Claims of Subcontractors. Provided that

Authority has made payment of undisputed sums due and payable in accordance with this

Agreement, if any subcontractor, material supplier to the Work, or lower tier subcontractor or material supplier files or serves any claim or lien, stop notice, common count or other demand for payment against Authority, or the real property of the Work, Authority may either

(1) withhold from any progress payment or other payment an amount up to one hundred fifty percent (150%) of the amount necessary to satisfy the claim, stop notice, common count, or other demand for payment, including all anticipated costs and fees related to the defense of such claim, including but not limited to attorneys' fees, or (2) release the progress payment or other payment.

Failure of Authority to withhold any or part of a progress payment pursuant to this

Section 2.20(b) shall not be a waiver of any right of Authority under this Agreement.

Withholding of any payment by Authority pursuant to this Section 2.20(b) shall not be a breach of this Agreement.

ARTICLE 3

PAYMENT AND RECORD KEEPING REQUIREMENTS

Section 3.1 Contract Sum; Guaranteed Maximum Price.

(a) Contract Sum. Authority shall pay Contractor the Contract Sum in current funds for Contractor's performance of the Work. The "Contract Sum" is the Cost of the Work as defined in this Article 3, plus the Contractor's Fee. The Contract Sum is based on Contractor's

Schedule of Values, attached as Exhibit C to this Agreement and incorporated herein.

Contractor's Schedule of Values sets forth that the Contract Sum shall not exceed

__________________________________ and __/100ths Dollars ($_______. __)

(the"Guaranteed Maximum Price"), subject to any change order approved in writing by

Authority in accordance with this Agreement.

(b) Contractor's Actual Costs. Costs as defined herein shall be actual costs paid by Contractor. All payments made by Authority pursuant to this Article 3, whether those payments are actually made before or after the Effective Date, are included within the

Construction Services Agreement 1705\14\3218706.1

Guaranteed Maximum Price; provided, however, that in no event shall Authority be required to reimburse Contractor for any portion of the Cost of the Work incurred prior to the issuance of the

Notice to Proceed unless Contractor has received Authority's written consent prior to incurring such cost.

(c) No Duplication of Payment. Notwithstanding the breakdown or categorization of any costs to be reimbursed in this Article 3 or elsewhere, there shall be no duplication of payment in the event any particular items for which payment is requested can be characterized as falling into more than one of the types of compensable or reimbursable categories.

Section 3.2 Conditions Precedent to Disbursement of Funds for the Work.

Authority shall not be obligated to make any payment to Contractor or take any other action under this Agreement unless the following conditions are satisfied prior to each such disbursement:

(a) No Default. There exists no Default nor any act, failure, omission or condition that would constitute an event of Default under this Agreement.

(b) Payroll. Authority has received all payroll information required pursuant to Section 2.12(c) of this Agreement; provided, however, Authority shall withhold from any payment an amount proportionate to, or otherwise equal to, the missing payroll information.

Authority shall not withhold the full amount of a payment due solely to Contractor's failure to deliver complete payroll information.

(c) Approved Application for Payment. Authority has received, and approved, the Application for Payment in the form set forth in Section 3.3 of this Agreement.

(d) Lien Releases. If requested by Authority, Contractor has provided

Authority…