A101_Exhibit_A-2017_(UPdated_3.5.20).pdf

AIA

Document A101TM – 2017

Exhibit A

Insurance and Bonds

AIA Document A101™ – 2017 Exhibit A. Copyright © 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 17:28:00 ET on 12/03/2018 under Order No.7832843105 which expires on 02/13/2019, and is not for resale.

User Notes: (1886877032)

2319522.1

ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed.

This document has important legal consequences.

Consultation with an attorney is encouraged with respect to its completion or modification.

This document is intended to be used in conjunction with

AIA Document A201™–2017, General Conditions of the

Contract for Construction.

Article 11 of A201™–2017 contains additional insurance provisions.

ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document.

This Insurance and Bonds Exhibit is part of the Agreement, between the Owner and the

Contractor, dated the « » day of « » in the year « »

(In words, indicate day, month and year.)

for the following PROJECT:

(Name and location or address)

THE OWNER:

(Name, legal status and address)

City of Pasadena, a municipal corporation

100 N. Garfield Avenue

Pasadena, CA 91109

THE CONTRACTOR:

(Name, legal status and address)

TABLE OF ARTICLES

A.1 GENERAL

A.2 OWNER’S INSURANCE

A.3 CONTRACTOR’S INSURANCE AND BONDS

A.4 SPECIAL TERMS AND CONDITIONS

ARTICLE A.1 GENERAL

The Owner and Contractor shall purchase and maintain insurance, and provide bonds, as set forth in this Exhibit. As used in this Exhibit, the term General Conditions refers to AIA

Document A201™–2017, General Conditions of the Contract for Construction.

All insurance policies shall be written through insurance companies with a current A.M.

Best rating of not less than A-VII.

ARTICLE A.2 OWNER’S INSURANCE

§ A.2.1 General Prior to commencement of the Work, the Owner shall secure the insurance, and provide evidence of the coverage, required under this Article A.2 and, upon the Contractor’s request, provide a copy of the property insurance policy or policies required by Section

A.2.3. The copy of the policy or policies provided shall contain all applicable conditions, definitions, exclusions, and endorsements.

AIA Document A101™ – 2017 Exhibit A. Copyright © 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 17:28:00 ET on 12/03/2018 under Order No.7832843105 which expires on 02/13/2019, and is not for resale.

§ A.2.2 Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner’s usual general liability insurance or self-insurance, and may also purchase and/or maintain other insurance or self-insurance for protection against claims which may arise from operations under the Contract.

§ A.2.3 Required Property Insurance § A.2.3.1 Unless this obligation is placed on the Contractor pursuant to Section A.3.3.2.1, the Owner shall purchase and maintain property insurance on the building and the materials and equipment on-Site required for the Work and intended to be permanently installed and incorporated in the Project. Such insurance shall be written on a builder's risk

“all-risks” completed value or equivalent policy form and sufficient to cover the total value of the entire Project on a replacement cost basis. The Owner’s property insurance coverage shall be no less than the amount of the initial

Contract Sum, plus the value of labor performed and materials or equipment supplied by others. The property insurance shall be maintained until Substantial Completion . This insurance shall include the interests of the City of

Pasadena, Contractor, Subcontractors, and Sub-subcontractors in in such materials and equipment, but EXCLUDING property, tools and equipment owned by Contractor, Subcontractors, or others, which is not to be permanently installed in the Project, as insureds.

§ A.2.3.1.1 Causes of Loss. The insurance required by this Section A.2.3.1 shall provide coverage for perils normally covered by such insurance including direct physical loss or damage, and shall not exclude the risks of fire, explosion, theft, vandalism, malicious mischief, , or windstorm. Such insurance shall EXCLUDE earthquake, flood and other perils commonly excluded under “all-risk” policies.

§ A.2.3.1.2[Not Used.]

§ A.2.3.1.3[Not used.].

§ A.2.3.1.4 Deductibles and Self-Insured Retentions. The Owner’s property insurance policy will have a basic

$25,000.00 deductible per occurrence for fire and extended coverage; other deductibles may apply to other types of losses. In case of loss, Contractor shall be responsible for and shall pay to Owner, $5,000.00 for each loss payable under the Builder’s Risk policy attributable to the acts, errors or omissions of Contractor, its Subcontractors, Sub-subcontractors and any other entity for whom Contractor may be responsible. Payment of the deductible amount will be considered an uninsured loss. As such, the provisions of Section 10.2.5 of the General conditions will be applicable and Owner will hold Contractor liable for payment of up to $5,000.00 for any such loss and may assess such losses against progress payments and retention. Owner, in its sole discretion, has the right to charge back the $5,000.00 obligation to any Contractor, Subcontractor or Sub-subcontractor whom Owner deems responsible after the parties involved in the loss have had seven (7) calendar days to determine the responsible party for advancing such deductibles. No loss or damage, if any, incurred hereunder shall excuse Contractor’s complete and satisfactory performance of the requirements of the Contract Documents.§ A.2.3.2 Occupancy or Use Prior to Substantial Completion. The Owner’s occupancy or use of any completed or partially completed portion of the Work prior to

Substantial Completion shall not commence until the insurance company or companies providing the insurance under

Section A.2.3.1 have consented in writing to the continuance of coverage. The Owner and the Contractor shall take no action with respect to partial occupancy or use that would cause cancellation, lapse, or reduction of insurance, unless they agree otherwise in writing.

§ A.2.3.3 Insurance for Existing Structures If the Work involves remodeling an existing structure or constructing an addition to an existing structure, the Owner shall purchase and maintain, “all-risks” property insurance, on a replacement cost basis, protecting the existing structure against direct physical loss or damage from the causes of loss identified in Section A.2.3.1, notwithstanding the undertaking of the Work.

§ A.2.4 Optional Extended Property Insurance. [Not used.] The Owner shall purchase and maintain the insurance selected and described below.

§ A.2.5 Other Optional Insurance. [Not used.]

AIA Document A101™ – 2017 Exhibit A. Copyright © 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 17:28:00 ET on 12/03/2018 under Order No.7832843105 which expires on 02/13/2019, and is not for resale.

ARTICLE A.3 CONTRACTOR’S INSURANCE AND BONDS

§ A.3.1 General § A.3.1.1 Certificates of Insurance. The Contractor shall provide certificates of insurance and endorsements acceptable to the Owner evidencing compliance with the requirements in this Article A.3 by Contractor, its listed Subcontractors, and, upon Owner’s request, other Subcontractors, Sub-subcontractors, and suppliers at the following times: (1) concurrently with submission to Owner of the signed Agreement and bonds and, in any event, prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon the Owner’s written request. An additional certificate and additional endorsement evidencing continuation of commercial liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of a minimum of ten (10) years after

Final Completion. The certificates will show the Owner as an additional insured on the Contractor’s Commercial

General Liability and excess or umbrella liability policy or policies. Each certificate and endorsement is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) and endorsement(s) must be in a form approved by Owner. Upon the Owner’s request, Contractor shall provide copies of all insurance policies required by Article A.3. The copy of each policy provided shall contain all applicable conditions, definitions, exclusions, list of forms, and endorsements. The policy number shall be included in all certificates, endorsements and riders.

§ A.3.1.2 Deductibles and Self-Insured Retentions. The Contractor shall disclose to the Owner any deductible or self-insured retentions applicable to any insurance required to be provided by the Contractor. All deductibles and self-insured retentions must be identified in the certificates. Any deductible or self-insured retention in excess of

$50,000 must be declared to and approved in writing by Owner prior to execution of the Agreement. The deductibles and retentions shall be considered a form of self-insurance.

§ A.3.1.2.1 Self-Insurance. Any self-insurance (including deductibles or self-insured retention in excess of $50,000) in lieu of liability insurance must be declared by Contractor and approved by the Owner in writing prior to execution of the Agreement. Owner’s approval of self-insurance, if any, is within Owner’s sole discretion and is subject to the following conditions:

.1 Contractor must, at all times during the term of the Agreement and for a period of at least ten (10) years after Final Completion and maintain and upon Owner’s reasonable request provide evidence of:

(a) Contractor’s “net worth” (defined as “total assets” [defined as all items of value owned by the Contractor including tangible items such as cash, land, personal property and equipment and intangible items such as copyrights and business goodwill]) minus total outside liabilities must be reflected in a financial statement for the prior fiscal year reflecting sufficient income and budget for Contractor to afford at least one loss in an amount equal to the amount of self-insurance;

(b) financial statements showing that Contractor has funds set aside/budgeted to finance the self-insured fund (i.e., Contractor has a program that fulfills functions that a primary insurer would fill; and

(c) a claims procedure that identifies how a claim is supposed to be tendered to reach the financing provided by the self-insured fund.

.2 If at any time after such self-insurance has been approved, Contractor fails to meet the financial thresholds or otherwise fails to comply with the provisions set forth in this Section, Contractor shall immediately obtain and thereafter maintain the third-party insurance required under this Section A.3 and otherwise on the terms required above.

§ A.3.1.3 Additional Insured Obligations. To the fullest extent permitted by law, the Contractor shall cause the commercial general liability coverage and excess or umbrella liability policy or policies to include (1) the City of

Pasadena, the City Council and each member thereof, and their respective officials, employees, commission members, officers, directors, agents, employees, volunteers and representatives, as additional insureds for claims

AIA Document A101™ – 2017 Exhibit A. Copyright © 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 17:28:00 ET on 12/03/2018 under Order No.7832843105 which expires on 02/13/2019, and is not for resale.

caused in whole or in part by the Contractor’s negligent acts or omissions during the Contractor’s operations; and (2) the City of Pasadena, the City Council and each member thereof, and their respective officials, employees, commission members, officers, directors, agents, employees, volunteers and representatives, as an additional insured for claims caused in whole or in part by the Contractor’s negligent acts or omissions for which loss occurs during completed operations. The additional insured coverage shall be primary and non-contributory to any of the Owner’s general liability insurance policies and shall apply to both ongoing and completed operations. To the extent commercially available, the additional insured coverage shall be no less than that provided by Insurance Services

Office, Inc. (ISO) forms:

.1 CG 20 10 (11/85); or

.2 CG 20 10 (04/13) for ongoing operations and CG 20 37 (04-13) for completed operations; or

.3 substitute endorsements providing equivalent coverage, approved in writing by Owner.

The coverage shall contain no special limitations on the scope of protection afforded to such additional insureds.

Coverage must not be limited to the vicarious or supervisory role of any additional insured. Coverage afforded to additional insureds must be at least as broad as coverage afforded to the Contractor/first Named Insured. If the

Contractor/Named Insured maintains higher policy limits of coverage than the limits specified herein, or has broader coverage, or has both, then the insurer shall make available the higher limits and broader coverage to such additional insureds. Any additional insured shall have the right, but not the obligation, to pay any deductible, self-insured retention, premium or other charge due under or required by the policy. Coverage for such additional insureds does not extend to liability to the extent prohibited by Insurance Code Section 11580.4.

§ A.3.2 Contractor’s Required Insurance Coverage § A.3.2.1 The Contractor shall purchase and maintain the following types and limits of insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located, so as to protect Owner and claimants under the state insolvency or guarantee fund, or otherwise under such forms and limits satisfactory to the Owner with a company or companies approved by Owner, following Owner’s examination of the company’s financial, reinsurance, claims procedures and other data requested by the Owner. The

Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in

Section 12.2.2 of the General Conditions, unless a different duration is stated below:

(If the Contractor is required to maintain insurance for a duration other than the expiration of the period for correction of Work, state the duration.)

§ A.3.2.2 Commercial General Liability § A.3.2.2.1 Commercial General Liability insurance for the Project written on an occurrence form for products-completed operations hazard, providing coverage for claims that may arise out of, pertain to, or relate to

Contractor’s operations and completed operations under the Contract, whether such operations are by the Contractor, its Subcontractors, or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, including

.1 damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person;

.2 personal injury and advertising injury;

.3 damages because of physical damage to or destruction of tangible property, including the loss of use of such property;

.4 bodily injury or property damage arising out of completed operations; and

.5 the Contractor’s indemnity obligations under Section 3.18 of the General Conditions.

§ A.3.2.2.2 The Contractor’s Commercial General Liability policy under this Section A.3.2.2 shall not contain an exclusion or restriction of coverage for the following:

.1 Claims by one insured against another insured, if the exclusion or restriction is based solely on the fact that the claimant is an insured, and there would otherwise be coverage for the claim.

AIA Document A101™ – 2017 Exhibit A. Copyright © 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 17:28:00 ET on 12/03/2018 under Order No.7832843105 which expires on 02/13/2019, and is not for resale.

.2 Claims for property damage to the Contractor’s Work arising out of the products-completed operations hazard where the damaged Work or the Work out of which the damage arises was performed by a

Subcontractor.

.3 Claims for bodily injury other than to employees of the insured.

.4 Claims for indemnity under Section 3.18 of the General Conditions arising out of injury to employees of the insured.

.5 Claims or loss excluded under a prior work endorsement or other similar exclusionary language.

.6 Claims or loss due to physical damage under a prior injury endorsement or similar exclusionary language.

.7 Claims related to residential, multi-family, or other habitational projects, if the Work is to be performed on such a project.

.8 Claims related to roofing, if the Work involves roofing.

.9 Claims related to exterior insulation finish systems (EIFS), synthetic stucco or similar exterior coatings or surfaces, if the Work involves such coatings or surfaces.

.10 Claims related to earth subsidence or movement, where the Work involves such hazards.

.11 Claims related to explosion, collapse and underground hazards, where the Work involves such hazards.

§ A.3.2.2.3 Minimum Limits of Insurance. Contractor shall maintain limits of Commercial General Liability and

Excess/Umbrella Liability Insurance no less than as follows:

Total Bid For Each Occurrence1 Aggregate for

Products/Completed

Operations

General

Aggregate2

Umbrella or

Excess

Liability3

≤$1,000,000 $1,000,000 $2,000,000 $2,000,000 $2,000,000

>$1,000,000

≤$5,000,000

$1,000,000

$2,000,000

$10,000,000

>$5,000,000

≤$25,000,000

$4,000,000

$15,000,000

>$25,000,000 $2,000,000 $2,000,000 $4,000,000 $25,000,000

1. Combined single limit for bodily injury and property damage.

2. This limit shall apply separately to the Contractor’s Work under this Contract.

3. The Umbrella or Excess policy shall contain a clause stating that it takes effect (drops down) in the event the primary limits are impaired or exhausted.

§ A.3.2.3 Comprehensive Automobile Liability covering vehicles owned, hired, leased, and non-owned vehicles used, whether scheduled or not, written on Insurance Services Office (ISO) form CA 00 01 (12/93 or later edition) or a substitute form providing equivalent coverage, by the Contractor, with policy limits of not less than $$1,000,000 per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles along with any other statutorily required automobile coverage.

§ A.3.2.4 The Contractor may achieve the required limits and coverage for Commercial General Liability and

Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella insurance policies result in the same or greater coverage as the coverages required under Section A.3.2.2 and A.3.2.3, and in no event shall any excess or umbrella liability insurance provide narrower

AIA Document A101™ – 2017 Exhibit A. Copyright © 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 17:28:00 ET on 12/03/2018 under Order No.7832843105 which expires on 02/13/2019, and is not for resale.

coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers.

§ A.3.2.4.1 Excess or Umbrella Liability Insurance shall be at least as broad as any underlying coverage. Umbrella or excess liability coverage must apply on a primary, non-contributory basis for the benefit of Contractor before the umbrella or excess insurer calls upon Contractor’s primary insurance policy, or umbrella or excess liability insurance, or any combination of these insurance policies. Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There shall be no cross-liability exclusion and no contractor’s limitation endorsement. The policy shall have starting and ending dates concurrent with the underlying coverages. The Named

Insured may determine the layering of primary and excess liability insurance provided that if such layering differs from that described here, the actual coverage program meets the minimum total required limits and complies with all other requirements listed in this Section. Contractor’s excess or umbrella liability coverage shall be maintained continuously for a minimum of ten (10) years after Final Completion.

§ A.3.2.5 Workers’ Compensation at statutory limits.

§ A.3.2.6 Employers’ Liability with policy limits not less than $1,000,000 each accident $1,000,000 each employee, and $1,000,000 policy limit. Contractor shall comply with the applicable sections of the California Labor Code concerning workers’ compensation for injuries on the job. Compliance is accomplished in one of the following manners:

(1) Provide copy of permissive self-insurance certificate approved by the State of California; or

(2) Secure and maintain in force a policy of workers’ compensation insurance with statutory limits and Employer’s Liability Insurance with a minimal limit of $1,000,000 per accident; or

(3) Provide a “waiver” form certifying that no employees subject to the Labor Code’s Workers’ Compensation provision will be used in performance of this Contract.

§ A.3.2.7 Jones Act, and the Longshore & Harbor Workers’ Compensation Act, as required, if the Work involves hazards arising from work on or near navigable waterways, including vessels and docks

§ A.3.2.8 If the Contractor is required to furnish professional services as part of the Work, the Contractor shall procure

Professional Liability insurance covering performance of the professional services, with policy limits of not less than two million $2,000,000 per claim and three million $3,000,000 in the aggregate.

Such overage shall be sufficiently broad to respond to the duties and obligation as are undertaken by Contractor in this

Agreement.

(i) This insurance requirement applies when the Contractor is providing project management, design-build, engineer, architect or other types of professional services to the City;

(ii) The policy shall contain a retroactive date no later than the effective date of the contract;

(iii) Insurance must be maintained, and evidence of insurance must be provided for at least three (3) years after completion of the contract services;

If coverage is cancelled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the effective date of the contract, Contractor must purchase an extended reporting period for a minimum of three (3) years after completion of the contract services

§ A.3.2.9 If the Work involves the disposal/hauling/transportation of waste or hazardous material, or transportation, dissemination, use, or release of pollutants, the Contractor shall procure Pollution/Environmental Liability insurance, with policy limits of not less than two million $2,000,000 per occurrence of claim and four million $4,000,000 in the aggregate, providing coverage on a form acceptable to Owner for liability caused by pollution conditions arising out of the operations of Contractor. Coverage shall apply to bodily injury, property damage (including loss of use of damaged property or of property that has not been physically injured), cleanup costs, and defense (including costs and expenses incurred in the investigation, defense, or settlement of claims). All activities contemplated in this Contract shall be specifically scheduled on the policy as “covered operations.” The policy shall provide coverage for the hauling of waste from the Project Site to the final disposal location, including non-owned disposal sites. Coverage shall be included on behalf of the insured for covered claims arising out of the actions of independent contractors. If the insured is using Subcontractors, the policy must include work performed “by or on behalf” of the insured. The

AIA Document A101™ – 2017 Exhibit A. Copyright © 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 17:28:00 ET on 12/03/2018 under Order No.7832843105 which expires on 02/13/2019, and is not for resale.

policy shall specifically provide for a duty to defend on the part of the insurer. Such insurance shall include coverage for all operations, including completed operations and professional services. Coverage shall be afforded to the City of

Pasadena, the City Council and each member thereof, and their respective officials, employees, commission members, officers, directors, agents, employees, volunteers and representatives, who shall be included as additional insureds by way of an endorsement to the policy, and which coverage shall be at least as broad as overage provided to the first Named Insured. Such insurance shall not contain any exclusion for asbestos or lead. Contractor’s pollution liability coverage shall be maintained continuously for a minimum of ten (10) years after Final Completion.

§ A.3.2.10 Coverage under Sections A.3.2.8 and A.3.2.9 may be procured through a Combined Professional Liability and Pollution Liability insurance policy, with combined policy limits of not less than $2,000,000 per claim and

$4,000,000 in the aggregate.

§ A.3.2.11 Insurance for maritime liability risks associated with the operation of a vessel, if the Work requires such activities, with policy limits of not less than $2,000,000 per claim and $4,000,000 in the aggregate.

§ A.3.2.12 Insurance for the use or operation of manned or unmanned aircraft, if the Work requires such activities, with policy limits of not less than$2,000,000 per claim and $4,000,000 in the aggregate.

§ A.3.3 Contractor’s Other Insurance Coverage § A.3.3.1 Insurance selected and described in this Section A.3.3 shall be purchased from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The

Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions.

It is the obligation of the Contractor to obtain and maintain records of the required insurance coverages from all

Subcontractors until beyond the statute of repose in the jurisdiction of the project. The information contained in these

Subcontractor insurance records shall be made available to the City immediately upon request.

§ A.3.3.2 The Contractor shall purchase and maintain the following types and limits of insurance in accordance with

Section A.3.3.1.

[ X ] § A.3.3.2.5 Property insurance on an “all-risks” completed value form, covering property owned by the

Contractor and its Subcontractors of every tier and used on the Project, including any tools, Contractor’s (or Subcontractors’) employee owned tools, machinery, or motor vehicles owned or rented by the Contractor, or the

Contractor’s agents, suppliers or Subcontractors as well as to any temporary structures, protective fences, scaffolding, and other equipment.

§ A.3.4 Performance Bond and Payment Bond § A.3.4.1. The Contractor shall furnish a satisfactory Performance Bond meeting all statutory requirements of the

State of California on the form approved by Owner. The bond shall be furnished as a guarantee of the faithful performance of the requirements of the Contract Documents as may be amended from time to time including, but not limited to, liability for delays and damages (both direct and consequential) to Owner and Owner’s Separate Contractors and consultants, warranties, guarantees and indemnity obligations, in an amount that shall remain equal to one hundred percent (100%) of the Contract Sum.

§ A.3.4.2 The Contractor shall furnish a satisfactory Payment Bond meeting all the statutory requirements of the State of California on a form approved by Owner in an amount that shall remain equal to one hundred percent (100%) of the

Contract Sum to secure payment of all claims, demands, stop payment notices or charges of the State of California, of material suppliers, mechanics, or laborers employed by the Contractor or by any Subcontractor or any person, firm or entity eligible to file a stop payment notice with respect to the Work.

ARTICLE A.4 SPECIAL TERMS AND CONDITIONS

Special terms and conditions that modify this Insurance and Bonds Exhibit, if any, are as follows:

AIA Document A101™ – 2017 Exhibit A. Copyright © 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 17:28:00 ET on 12/03/2018 under Order No.7832843105 which expires on 02/13/2019, and is not for resale.

§ A.4.1 Primary Coverage. All policies and endorsements shall stipulate that the Contractor’s (and the Subcontractors’) insurance coverage shall be primary insurance as respects to the City of Pasadena and their directors, commissioners, officers, employees, agents and volunteers. Any insurance maintained by the City of Pasadena and their directors, commissioners, officers, employees, agents, and volunteers shall be excess of the Contractor’s (and its

Subcontractors’) insurance and shall not contribute with it.

§ A.4.2 Coverage Applies Separately to Each Insured and Additional Insured. Coverage shall state that the Contractor’s (and its Subcontractors’) insurance shall apply separately to each insured or additional insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Coverage shall apply to any claim or suit brought by an additional insured against a named insured or other insured. Nothing in the policy(ies) shall be construed to preclude coverage of a claim by one insured under the policy(ies) against another insured under the policy)ies). All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the limits of liability as provided under the policy(ies).

§ A.4.3 Acceptance of Coverage. All insurance policies, certificates, endorsements and binders shall be subject to the approval of the City’s risk manager as to form and content. The insurance requirements are subject to amendment or waiver only if approved in writing by the City’s risk manager. Insurance shall be placed with insurers with an A.M.

Best Guide rating of no less than A:VII.

§ A.4.4 Continuation Coverage. For completed operations and other insurance coverages that are required to remain in force after Final Completion, a sworn statement attaching a certificate and endorsements evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Section 9.10.2 of the General

Conditions. The Owner-approved certificates of insurance and endorsements for Contractor and its listed Subcontractors shall be attached as Exhibit “D” to the Agreement.

§ A.4.5 Contractor’s Failure to Provide Required Insurance. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify Owner and cease all performance under this Contract until further directed by the Owner. In the absence of satisfactory insurance coverage, Owner may, at its discretion and sole option: (a) procure insurance with collection rights for premiums, attorneys’ fees and costs against Contractor by way of set-off or recoupment from sums due Contractor;

(b) immediately terminate or suspend Contractor’s performance of the Contract; (c) pay Contractor’s premiums for renewal of Contractor’s coverage; or (d) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorneys’ fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due Contractor. Upon demand, Contractor shall repay Owner for all sums that Owner paid to obtain, renew, reinstate or replace the insurance, or Owner may offset the cost against any monies that the Owner may owe Contractor.

§ A.4.6 Verification of Coverage. Upon request of Owner, Contractor shall provide complete copies of Contractor’s and Subcontractors’ insurance policies (including, but not limited to, the declarations page, form list and riders), endorsements or certificates required under the Contract Documents, and premium invoices. See Section 11.6 of the

General Conditions for requirements of Subcontractor’s insurance.

§ A.4.7 Reassessment of Insurance Requirements. At any time during the duration of this Contract, the Owner may require that Contractor obtain, pay for, and maintain more or less insurance depending on the Owner’s assessment of any one or more of the following factors: (1) the Owner’s risk of liability or exposure arising out of, or in any way connected with, Contractor’s services under this Contract; (2) the nature or number of accidents, claims, or lawsuits arising out of, or in any way connected with, Contractor’s services under this Contract; or (3) the availability, or affordability, or both, of increased liability insurance coverage.

§ A.4.8 No Limitation. Contractor’s maintenance of insurance as required by the Contract Documents shall not be construed to limit the liability of the Contractor or its Subcontractors of any tier to the coverage provided by such insurance, or otherwise limit the Owner’s recourse to any remedy available at law or in equity.

AIA Document A101™ – 2017 Exhibit A. Copyright © 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 17:28:00 ET on 12/03/2018 under Order No.7832843105 which expires on 02/13/2019, and is not for resale.

§ A.4.9 Additional Contractor Insurance Responsibilities § A.4.9.1 In the event that Contractor wishes to make any claim for recovery under any insurance policy hereunder, it shall, as a pre-condition thereto, give timely notification to Owner of the event causing the claim, cooperate with the

Owner, and do all things required of it as an insured under such policy, so as to permit the policy to be complied with and a claim be made there under. Contractor further agrees that to the extent required under such policy, it shall permit and authorize full subrogation in favor of the insurers of any rights as against any other person, firm or corporation;

Contractor further agrees that it shall defend, indemnify and save harmless the Owner, from any and all costs, charges, expenses and liabilities incurred by Owner in making any claim on behalf of Contractor under such insurance policy or policies.

§ A.4.9.2 Contractor shall notify or cause to be notified each and every Subcontractor and Sub-subcontractor deriving its contract under this Contract of the terms of this Exhibit and shall cause each and every such Subcontractor and

Sub-subcontractor to acknowledge and assume the terms of this Exhibit as if it were Contractor there under; no claim shall be brought by Owner at the request of or on behalf of any Subcontractor or Sub-subcontractor unless such

Subcontractor or Sub-subcontractor shall, as a pre-condition thereto, gives timely notification to Owner of the event causing the claim, and agree directly with Owner that it shall be bound by the provisions of this Exhibit as if it were

Contractor there under; Contractor covenants and agrees to defend, indemnify and hold harmless the Owner from any and all costs, charges, expenses and liabilities resulting from Contractor’s failure to comply with its obligations set out in this Exhibit or resulting from any claims against Owner relating to Owner’s insurance which may be made by any Subcontractor or Sub-subcontractor.

§ A.4.9.3 It shall be the responsibility of Contractor not to violate nor knowingly permit to be violated any condition of the policies required hereunder, and it shall be Contractor’s duty and responsibility to impose upon each Subcontractor and have each Subcontractor impose upon each Sub-subcontractor the same responsibilities and obligations imposed upon Contractor under the insurance provisions provided for herein.

§ A.4.10 Miscellaneous § A.4.10.1 Owner makes no representations that the insurance it specified is sufficient to cover all potential claims.

§ A.4.10.2 Contractor’s failure to comply with an insurance provision in this Contract constitutes a material breach upon which Owner may immediately terminate or suspend Contractor’s performance of this Contract, or invoke another remedy that this Contract or the law allows. At its discretion, Owner may obtain or renew the insurance, and

Owner may pay all or part of the premiums. Upon demand, Contractor shall repay Owner for all sums or monies that

OWNER paid to obtain, renew, or reinstate the insurance, or Owner may offset the cost of the premium against any sums or monies that Owner may owe Contractor.

The insurance requirements under this Agreement shall be the greater of (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policies or proceeds available to the Named Insured. It is agreed that these insurance requirements shall not in any way act to reduce coverage that is broader or that includes higher limits than the minimums required herein. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the

Contractor.