City_of_Pasadena_Template_A101-2017_(12.2018).pdf

Document A101TM – 2017 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum

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AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties.

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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. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text.

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

The parties should complete A101™–2017, Exhibit A, Insurance and Bonds, contemporaneously with this Agreement. AIA Document A201™–2017, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified.

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

BETWEEN the Owner:

City of Pasadena, a municipal corporation 100 N. Garfield Avenue Pasadena, CA 91109 and the Contractor:

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

(Name, location and detailed description)

The Architect:

(Name, legal status, address and other information)

The Owner and Contractor ("Parties") agree as follows.

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AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 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 document was produced by AIA software at 15:17:33 ET on 07/22/2019 under Order No.2146705317 which expires on 02/19/2020, and is not for resale.

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TABLE OF ARTICLES

1 THE CONTRACT DOCUMENTS

2 THE WORK OF THIS CONTRACT

3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

4 CONTRACT SUM

5 PAYMENTS

6 DISPUTE RESOLUTION

7 TERMINATION OR SUSPENSION

8 MISCELLANEOUS PROVISIONS

9 ENUMERATION OF CONTRACT DOCUMENTS

EXHIBIT A INSURANCE AND BONDS

ARTICLE 1 THE CONTRACT DOCUMENTS

§ 1.1 The Contract Documents consist of permits and other Governmental Approvals required for the Work, this Agreement, Conditions of the Contract (General, Supplementary, and other Conditions), Exhibits, Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in Article 9 of this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. An enumeration of the Contract Documents, other than a Modification, appears in Article 9 below.

§ 1.2 Deadlines for Transmittal of Contract Documents. The Contractor shall promptly, but in no event no later than ten

(10) calendar days following award and Owner’s tender of the Contract, deliver to Owner the following documents:

A. Agreement fully executed by the Contractor (2 originals), including all exhibits and attachments;

B. Payment Bond (2 originals) using the form provided by Owner in Appendix 1 in the Project Manual;

C. Performance Bond (2 originals) using the form provided by Owner in Appendix 1 in the Project Manual;

D. Certificates of insurance and additional insured endorsements evidencing the coverage that the Contractor and its Subcontractors agree to maintain in accordance with the provisions of the Contract Documents (to be attached hereto as Exhibit D);

E. Contractor’s Construction and Waste Management Plan Application (1 original and 2 copies), see Appendix 3 of the Project Manual;

F. Taxpayer Amendment Disclosure Form (1 original and 2 copies) (to be attached hereto as Exhibit E);

G. Preliminary Schedule of Values for Payment, Schedule of Submittals and Resumes of Key Personnel (to be attached hereto as Exhibit C);

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

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties.

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§ 1.3 Condition to Notice to Proceed and Payment. No Notice to Proceed will be issued by Owner and no payment will be made to Contractor until the executed Contract, Insurance, and executed Bond Documents have been accepted by Owner.

ARTICLE 2 THE WORK OF THIS CONTRACT

The Contractor shall fully execute the Work described in the Contract Documents, and shall construct the Work without material deviation from the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others.

ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

§ 3.1 The date of commencement of the Work shall be:

[ X ] A date set forth in a notice to proceed issued by the Owner.

(Paragraphs deleted)If Owner’s issuance of a Notice to Proceed is delayed due to Contractor’s failure to return fully-executed Contract, Insurance and Bond Documents within ten (10) calendar days after the award and Owner’s tender of the Contract, then Contractor agrees to the deduction of one (1) calendar day from the number of days to achieve Substantial Completion of the Work for every day of delay in Owner’s receipt of said documents. This right is in addition to and does not affect Owner’s right to demand forfeiture of Contractor’s Bid Security if Contractor persistently delays in providing the required documentation.

§ 3.2 The Contract Time shall be measured from the date of commencement of the Work.

§ 3.3 Substantial Completion § 3.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial Completion (as the term is defined in Section 9.8.1 of the General Conditions) of the entire Work:

[ X ] Not later than ( ) calendar days from the date of commencement of the Work established in the Notice to Proceed issued by the Owner ("Contract Time"). Contractor shall achieve Final Completion of the Work within the time fixed by the Owner in the Certificate of Substantial Completion. The Contract Time may be extended only as permitted by the Contract Documents and with the written authorization of the Owner. Time is of the essence of this Agreement. By executing this Agreement, Contractor confirms that the Contract Time is a reasonable period for completing the Work.

§ 3.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work are to be completed prior to Substantial Completion of the entire Work, the Contractor shall achieve Substantial Completion of such portions by the following dates:

Portion of Work Substantial Completion Date [Identify or indicate N/A] [Identify or indicate N/A and address multiple liquidated damage assessments in 4.5.1]

§ 3.3.3 If the Contractor fails to achieve Substantial Completion as provided in this Section 3.3, liquidated damages, if any, shall be assessed as set forth in Section 4.5.

§ 3.4 Delays and Extensions of Time.

§ 3.4.1 Excusable Non-Compensable Delays. The Parties acknowledge that the following types of delays and events are not within the responsibility or control of Owner, and are reasonably contemplated by the Parties to occur during the course of performance of the Work which may impact the schedule for performance: construction by Owner’s Separate Contractors on or adjacent to the Project site; governmental agency approval of Contractor-prepared drawings or documents; requests for temporary work stoppages to prevent interference with Owner’s Separate

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties.

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Contractors and Force Majeure events and Excusable Non-Compensable Delays, as defined in Section 8.3.3 of the General Conditions. Notwithstanding anything to the contrary in the Contract Documents, an extension of the Contract Time, to the extent permitted under Section 8.3.2 of the General Conditions, shall be the sole remedy of Contractor for the above-referenced Excusable Non-Compensable Delays. In no event shall Contractor be entitled to any compensation or recovery of any damages in connection with the Excusable Non-Compensable Delays identified in this Section including, without limitation, consequential damages, lost opportunity costs, impact damages or other similar remuneration.

§ 3.4.2 Compensable Delays. If the date for Substantial Completion of the Work is delayed by events which are the responsibility of or within the control of the Owner, and are unforeseeable and are unreasonable under the circumstances involved, the Contractor shall be entitled to an equitable adjustment of the Contract Time and/or the Contract Sum, subject to the requirements of Article 8 of the General Conditions and provided Contractor complies with the notice and procedural requirements of Article 15 of the General Conditions.

§ 3.4.3 Contractor-Caused Delays to Owner. Should the Owner determine at any time that Contractor is behind schedule as established in the attached Exhibit F due to causes within the control of Contractor (e.g., late submittals, non-conforming work, insufficient manpower, etc.), Owner has the right to: (1) order Contractor to expedite and accelerate its efforts and undertake other Non-Compensable Extraordinary Measures, as described in Section 2.7.1 of the General Conditions, as necessary to maintain the Master Construction Schedule at no additional cost to Owner; or

(2) backcharge Contractor and otherwise recoup from Contractor all increased costs and damages (including direct and consequential damages incurred by the Owner for: rental expenses; losses of use, income, profit, business and reputation; increased financing costs; and loss of management or employee productivity or of the services of such persons) to Owner, Owner’s Separate Contractors and consultants caused by Contractor’s delays.

ARTICLE 4 CONTRACT SUM

§ 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the Contract. The Contract Sum shall be ($ ), subject to additions and deductions as provided in the Contract Documents.

§ 4.2 Alternates § 4.2.1 Alternates, if any, included in the Contract Sum:

Item Price [Identify or indicate N/A] [Identify or indicate N/A]

§ 4.2.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Agreement. Upon acceptance, the Owner shall issue a Modification to this Agreement.

(Insert below each alternate and the conditions that must be met for the Owner to accept the alternate.)

Item Price Conditions for Acceptance [Identify or indicate N/A] [Identify or indicate N/A] [Identify or indicate N/A]

§ 4.3 Allowances, if any, included in the Contract Sum:

(Identify each allowance.)

Item Price [Identify or indicate N/A] [Identify or indicate N/A]

§ 4.4 Unit prices, if any:

(Identify the item and state the unit price and quantity limitations, if any, to which the unit price will be applicable.)

Item Units and Limitations Price per Unit ($0.00) [Identify or indicate N/A] [Identify or indicate N/A] [Identify or indicate

N/A]

§ 4.5 Liquidated damages, if any:

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties.

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§ 4.5.1 Owner and Contractor acknowledge and agree that if Contractor fails to achieve Substantial Completion of the entire Work within the Contract Time as specified in Section 3.3 above, as such may be extended in accordance with the Contract Documents, Owner will suffer as a result of Contractor’s failure significant damages, which are both extremely difficult and impracticable to ascertain. Therefore, Owner and Contractor, having reasonably endeavored, but failed, to ascertain an amount bearing a reasonable relationship to the actual damages that Owner will incur if Contractor fails to achieve Substantial Completion of the Work within the Contract Time established in this Agreement, agree that in the event Contractor fails to achieve Substantial Completion of the entire Work within the Contract Time, Contractor shall pay to Owner as Liquidated Damages, and not as a penalty but as a reasonable estimate of the amount of damages Owner will suffer, $ per day for each day that Contractor fails to achieve Substantial Completion of the entire Work within the Contract Time. The Parties intend for the Liquidated Delay Damages set forth herein to constitute liquidated damages as such term is used in Government Code Section

53069.85 and Public Contract Code Section 7203.

§ 4.5.2 It is further mutually understood and agreed between Owner and Contractor that Liquidated Damages may be assessed against progress payments or retainage and that the Owner will issue a Construction Change Directive deducting the amounts specified herein to reduce the Contract Sum, provided, however, progress payments made after the scheduled date for Substantial Completion shall not constitute a waiver of Liquidated Damages. In the event the remaining unpaid Contract Sum is insufficient to cover the full amount of assessed Liquidated Damages, Contractor or its surety, if any, shall pay the difference to the Owner on demand.

§ 4.5.3 No Release. It is further mutually understood and agreed that Owner’s assessment of Liquidated Damages is intended to compensate Owner solely for Contractor’s failure to achieve Substantial Completion within the Contract Time and shall not release Contractor from liability from any other breach of Contract requirements, including any failure of the Work to conform to applicable requirements

§ 4.6 Other:

(Insert provisions for bonus or other incentives, if any, that might result in a change to the Contract Sum.)

[Identify or indicate N/A]

ARTICLE 5 PAYMENTS

§ 5.1 Progress Payments § 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents.

§ 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month.

§ 5.1.3 Progress Payments.

§ 5.1.3.1 Time for Submission. In order to expedite the progress payment procedure, Contractor shall submit on the:

(1) 23rd day of each month: Contractor to provide itemized draft Application for Payment and supporting documentation ("Pencil Draw") covered by the Application for Payment to Architect to review on the job site walk. Contractor, Architect will walk the jobsite to determine percentage complete for each item on the Schedule of Values projected to the end of the month and to determine that Contractor’s Application for Payment is reasonably full and complete, and the amounts requested by Contractor for payment are acceptable to Architect and Owner.

(2) Last day of the month: The Contractor agrees to use its best efforts to resolve disputed items, and shall make such revisions to the Application for Payment as are agreed at the Pencil Draw meeting utilizing AIA Documents G702 and G703 in accordance with the Schedule of Values and submit the revised and final Application for Payment and supporting documentation to Architect.

§ 5.1.3.2 Owner Review and Payment. In accordance with Section 20104.50 of the California Public Contract Code, the Contractor shall submit each Application for Payment to the Architect on the last day of each month. Each Application for Payment shall be reviewed by the Architect, on behalf of the Owner, as soon as practicable after

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 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 document was produced by AIA software at 15:17:33 ET on 07/22/2019 under Order No.2146705317 which expires on 02/19/2020, and is not for resale.

User Notes: (1801877077) receipt for the purpose of determining that the Application for Payment is a "proper" payment request, accurately reflecting the value of Work completed and submitted with the documents required by the Contract Documents. An Application for Payment shall be deemed "proper" only if it is submitted on the properly completed AIA forms and accompanied by the documentation described in Article 9 of the General Conditions. Provided the Application for Payment is received by the Architect not later than the last day of the month, and the Application for Payment is determined to be a proper payment request, the Owner shall make payment of undisputed amounts to the Contractor not later than the last day of the following month. If an Application for Payment is received by the Architect after the application date fixed above, and the Application for Payment is determined to be an undisputed, proper payment request, the Owner shall make payment to the Contractor not later than thirty (30) calendar days after the Architect receives such Application for Payment.

§ 5.1.3.3 Improper Application for Payment. Any Application for Payment determined by the Architect or Owner not to be a proper payment request, suitable for payment, shall be returned to the Contractor by the Architect as soon as practicable, but not later than seven (7) calendar days after receipt by the Architect. An Application for Payment returned to the Contractor shall be accompanied by written documentation setting forth the reasons why the Application for Payment is not proper and not suitable for payment. If an Application for Payment is deemed to be improper and accompanied by written documentation setting forth the reasons why the Application for Payment is not proper and not suitable for payment, no payment will be due the Contractor until thirty (30) calendar days after resubmission of an undisputed, proper Application for Payment, provided, however, that Owner reserves the right to make partial payment of undisputed amounts.

§ 5.1.3.4 Interest on Undisputed Amounts. If the Owner fails to make any progress payment within thirty (30) calendar days after receipt of an undisputed and proper Application for Payment from the Contractor, the Owner shall pay interest to the Contractor equivalent to the legal rate set forth in subdivision (a) of Section 685.010 of the California Code of Civil Procedure. The number of days available to the Owner to make a payment without incurring interest shall be reduced by the number of days by which the Architect exceeds the seven (7) day return requirement set forth above.

§ 5.1.4 Each Application for Payment shall be based on the most recent detailed schedule of values submitted by the Contractor and approved by the Owner in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form, and supported by such data to substantiate its accuracy, as the Architect or Owner may require. This schedule of values shall be used as a basis for reviewing the Contractor’s Applications for Payment.

§ 5.1.5 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment.

§ 5.1.6 In accordance with AIA Document A201™–2017, General Conditions of the Contract for Construction (or "General Conditions"), and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows:

§ 5.1.6.1 The amount of each progress payment shall first include:

.1 That portion of the Contract Sum properly allocable to completed Work;

.2 That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction,; and .3 That portion of Construction Change Directives that the Architect determines, in the Architect’s professional judgment, to be reasonably justified.

§ 5.1.6.2 The amount of each progress payment shall then be reduced by:

.1 The aggregate of any amounts previously paid by the Owner;

.2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201–2017;

.3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay;

.4 For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A201–2017; and

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 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 document was produced by AIA software at 15:17:33 ET on 07/22/2019 under Order No.2146705317 which expires on 02/19/2020, and is not for resale.

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.5 Retainage withheld pursuant to Section 5.1.7.

§ 5.1.7 Retainage § 5.1.7.1 For each progress payment made prior to Final Completion of the Work, the Owner may withhold the following amount, as retainage, from the payment otherwise due:

(Paragraphs deleted) . From each progress payment, five percent (5%) will be deducted and retained by the Owner and the remainder, less the amount of all previous payments and less the amounts needed to satisfy outstanding stop payment notices and other grounds for withholding necessary to protect Owner from loss, will be paid to the Contractor. [For complex projects see procedures in Public Contract Code 7201] § 5.1.7.1.1 The following items are not subject to retainage:

[None]

§ 5.1.7.2 Reduction or limitation of retainage, if any, shall be as follows:

(Paragraph deleted)

Substitution of Securities in Lieu of Retention. The Contractor may, at the Contractor’s sole cost and expense, substitute securities equivalent to any monies withheld by the Owner to insure performance under this Contract. Such security shall be deposited with the Owner, or a state or federally chartered bank as escrow agent, who shall pay such monies to the Contractor upon satisfactory completion of the Contract. The Contractor shall be the beneficial owner of any security substituted for monies withheld and shall receive any accrued interest thereon. Securities eligible for investment shall include those listed in Government Code Section 16430 or bank or savings and loan certificates of deposit. No such substitution shall be accepted until the Escrow Agreement, forms of security and any other document related to said substitution is reviewed and found acceptable by the Owner, nor unless the Contractor shall have notified the Owner in writing of Contractor’s intention to substitute securities for retainage within thirty (30) calendar days of the signing of the Agreement.

§ 5.1.7.3 Except as set forth in this Section 5.1.7.3, upon Final Completion of the Work, the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 5.1.7.)

§ 5.1.8 If final completion of the Work is materially delayed through no fault of the Contractor, by events which are the responsibility of or within the control of the Owner, and are unforeseeable and are unreasonable under the circumstances involved, the Owner shall pay the Contractor any additional amounts in accordance with Article 9 of AIA Document A201–2017, subject to the requirements of Article 8 of the General Conditions and provided Contractor complies with the notice and procedural requirements of Article 15 of the General Conditions.

§ 5.1.9 Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and installed in the Work or stored at the site, except with the Owner’s prior express written approval.

§ 5.2 Final Payment § 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum (subject to withholds permitted by applicable law and the Contract Documents), shall be made by the Owner to the Contractor when

.1 Final Completion (as defined in Section 1.1 of AIA Document A201–2017) has been attained;

.2 the Contractor had satisfied the requirements for final payment including, but not limited to, the requirements of Section 9.10 of the General Conditions; and

.3 a final Certificate for Payment has been issued by the Architect.

§ 5.2.2 Neither final payment nor the remaining retainage shall become due to the Contractor until sixty (60) calendar days following the Owner’s acceptance of the Work and, in Owner’s discretion, recordation of a Notice of Completion and Contractor’s submission to the Architect of the items set forth in Section 9.10.2.3 of the General Conditions. In

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 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 document was produced by AIA software at 15:17:33 ET on 07/22/2019 under Order No.2146705317 which expires on 02/19/2020, and is not for resale.

User Notes: (1801877077) the event of a dispute between the Owner and the Contractor, the Owner may withhold from the final payment an amount not to exceed one hundred-fifty percent (150%) of the disputed amount.

§ 5.3 Interest [Not Used.] (Paragraphs deleted)

ARTICLE 6 DISPUTE RESOLUTION

§ 6.1 Initial Decision Maker (Paragraphs deleted) [Not Used.]

§ 6.2 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Article 15 of AIA Document A201–2017, the method of binding dispute resolution shall be as follows:

(Check the appropriate box.)

(Paragraph deleted) [ X ] Other (Specify)

In accordance with Article 15 of the General Conditions

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

ARTICLE 7 TERMINATION OR SUSPENSION

§ 7.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201–2017.

(Paragraphs deleted) § 7.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201–2017.

ARTICLE 8 MISCELLANEOUS PROVISIONS

§ 8.1 Where reference is made in this Agreement to a provision of AIA Document A201–2017 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents.

§ 8.2 The Owner’s representative (see Section 2.1 of the General Conditions) is:

(Name, address, email address, and other information)

Mr. Ara Maloyan Director of Public Works City of Pasadena 100 N. Garfield Avenue Pasadena, CA 91109

§ 8.3 The Contractor’s representative:

(Name, address, email address, and other information)

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties.

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§ 8.4 Neither the Owner’s nor the Contractor’s representative shall be changed without ten days’ prior notice to the other party.

§ 8.5 Insurance and Bonds § 8.5.1 The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document A101™–2017, Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum, Exhibit A, Insurance and Bonds, and elsewhere in the Contract Documents.

§ 8.5.2 The Contractor shall provide bonds as set forth in AIA Document A101™–2017 Exhibit A, and elsewhere in the Contract Documents.

§ 8.6

Any notice to a party must be sent to the following address for that party (subject to the right of a party to designate a different address for itself pursuant to written notice served in accordance with this Section).

If to the Owner:

Mr. Ara Maloyan Director of Public Works City of Pasadena 100 N. Garfield Avenue Pasadena, CA 91109

If to the Contractor

§ 8.7 Other provisions:

§ 8.7.1 Payment of Prevailing Wages and Employment of Apprentices. This Project is a public work as defined in Labor Code Section 1720. Contractor and all Subcontractors of any tier shall pay not less than the prevailing wage rates to all workers employed in execution of the Contract. See Supplementary Conditions for requirements concerning payment of prevailing wages, certified payroll records, hours of work and employment of apprentices. If there is a difference between the Pasadena Living Wage rate and prevailing wage rates, the Contractor and its Subcontractors shall pay not less than the highest wage rate, subject to the exemption for contractors with collective bargaining agreements described in Section 8.8 below.

§ 8.7.1 Equal Employment Opportunity Practices. Contractor agrees to comply with Section 4.08.035 of the City’s Competitive Bidding and Purchasing Ordinance of the Pasadena Municipal Code, the rules and regulations promulgated thereunder and to this end:

§ 8.7.1.1 Contractor certifies and represents that, during the performance of this Contract, the Contractor and any other parties with whom it may subcontract shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, and medical condition, marital status. Contractor further certifies that it will not maintain any segregated facilities.

§ 8.7.1.2 Contractor shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of this Contract, state that it is an "equal opportunity employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, disability, sex, age, medical condition or marital status.

§ 8.7.1.3 Contractor shall, if requested to so do by the City, certify that it has not, in the performance of this Contract, discriminated against applicants or employees because of their race, religious creed, color, national origin, ancestry, disability, sex, age, medical condition or marital status.

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 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 document was produced by AIA software at 15:17:33 ET on 07/22/2019 under Order No.2146705317 which expires on 02/19/2020, and is not for resale.

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§ 8.7.1.4 If requested to do so by the City, Contractor shall provide the City with access to copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law.

§ 8.7.1.5 Contractor agrees to recruit Pasadena residents initially and to give them preference, if all other factors are equal, for any new positions which result from the performance of this Contract and which are performed within the City.

§ 8.7.1.6 Nothing contained in this Contract shall be construed in any manner so as to require or permit any act which is prohibited by law.

The Contractor shall include the provisions set forth in Sub-sections 8.7.1.1 through 8.7.1.7 of this Section, inclusive, in each of its subcontracts.

§ 8.8 Pasadena Living Wage Ordinance § 8.8.1 This contract is subject to the City of Pasadena’s Living Wage Ordinance, Pasadena Municipal Code Chapter

4.11. The Ordinance requires that Contractors providing labor or services to the City under contracts in excess of $25,000:

Contractor shall comply with the provisions of the Ordinance which include

Wage Rate. Pay no less than the Living Wage as that term is defined in PMC Chapter 4.11, which is currently $ per hour plus medical benefits of no less than $ per hour, or $ per hour without medical benefits to all employees who spend any of their time providing labor or delivering services to the City of Pasadena.

Additionally, in January 20___ and each January thereafter the Living Wage rate shall be adjusted by the change in the Consumer Price Index, for the Los Angeles-Riverside-Orange County area, for the most recently available 12 month period. Accordingly, current City contractors will be required to adjust wage rates no later than July 1st, to remain in compliance.

Additional Requirements. Notify employees who spend any of their time providing labor or delivering services to the City of Pasadena who make less than twelve dollars ($12) per hour of their possible right to the federal Earned Income Tax Credit (EITC) under § 32 of the Internal Revenue Code of 1954, 26 U.S.C. § 32, and making available to such employees forms required to secure advance EITC payments.

Compliance. The selected Contractor will be required to evidence compliance with the Living Wage Ordinance by submitting payroll records as requested by the City. Each record shall include the full name of each employee performing labor or providing services under the contract; job classification; rate of pay and benefit rate.

Failure to comply with the provisions of the Pasadena Living Wage Ordinance is grounds for termination of the contract and a basis for penalties as stated in Pasadena Municipal Code Chapter 4.11. Questions concerning the Pasadena Living Wage Ordinance should be directed to:

Finance Department Purchasing Division 626-744-6755 - phone 626-744-6757 – fax

§ 8.8.2 Prevailing Wage Rate Projects. If there is a difference between the Pasadena Living Wage Rate and Prevailing Wage Rates for similar classifications of labor, the contractor and its subcontractor shall pay no less than the highest wage rate.

§ 8.9 Coordination with Separate Contractors. Contractor agrees that it shall not commit or permit any act that will interfere with the performance of work by any Separate Contractor. Contractor agrees that if it unnecessarily delays any Separate Contractor’s work, the Owner may withhold funds due or to become due the Contractor to cover any costs and expenses arising from the delay including compensation for design services and administrative services made necessary thereby. If the costs and expenses arising from the delay exceed the unpaid balance of the Contract Sum, such excess shall be paid by the Contractor and/or its Performance Bond surety.

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 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 document was produced by AIA software at 15:17:33 ET on 07/22/2019 under Order No.2146705317 which expires on 02/19/2020, and is not for resale.

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§ 8.10 Anti-Discrimination. In connection with all Work performed, materials purchased and supplies provided under any contracts, there shall be no discrimination against any person based on race, color, ancestry, national origin, religious creed, sex, age, or marital status. Contractor agrees to comply with applicable Federal and California laws including, but not limited to, the California Fair Employment Act.

§ 8.11 Workers Compensation Certification. In accordance with California Labor Code §§ 1860, 1861 and 3700, every Contractor will be required to secure the payment of compensation to its employees. By signing below, Contractor certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code, which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work of this Contract."

§ 8.12 Compliance With Immigration Reform and Control Act of 1986 The Contractor is solely and exclusively responsible for employment of individuals for the Work of the Contract in conformity with the Immigration Reform and Control Act of 1986, 8 USC §§1101 et seq. (the "IRCA"), the Contractor shall also require that any subcontractor, person or entity employing labor in connection with any of the Work of the Contract shall so similarly comply with the IRCA.

§ 8.13 Taxpayer Protection Act § 8.13.1 Under the provisions of the City of Pasadena Taxpayer Protection Amendment of 2000 ("Taxpayer Protection Act"), the Contractor is considered a "recipient of a public benefit." The full provisions of the Taxpayer Protection Act are set forth in Pasadena City Charter, Article XVII. Under the Taxpayer Protection Act, City public officials who approve this Contract are prohibited from receiving gifts, campaign contributions or employment from the Contractor for a specified time. This prohibition extends to individuals and entities which are specified and identified in the Taxpayer Protection Act and includes Contractor and its trustees, directors, partners, corporate officers and those with more than a 10% equity, participation, or revenue interest in the Contractor.

§ 8.13.2 Contractor understands and agrees that: (A) Contractor is aware of the Taxpayer Protection Act; (B) prior to and as a condition to award of the Contract, it will complete and return the Disclosure Regarding Taxpayer Protection Act form attached as Exhibit E to the Agreement (and included in the Bidding Documents) in order to identify all of the recipients of a public benefit specified in the Taxpayer Protection Act; and (C) Contractor will not make any prohibited gift, campaign contribution or offer of employment to any public official who approved this Contract.

ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS

§ 9.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are comprised of the following documents:

.1 This modified AIA Document A101™–2017, Standard Form of Agreement Between Owner and Contractor

.2 AIA Document A101™–2017, Exhibit A, Insurance and Bonds, as modified by Owner

.3 AIA Document A201™–2017, General Conditions of the Contract for Construction, as modified by Owner .4

(Paragraphs deleted) Permits and similar Governmental Approvals for the Work required by Applicable Law

.5 Drawings

Number Title Date See Conformed Index of Drawings and Specifications: Exhibit B

.6 Specifications

Section Title Date Pages See Conformed Index of Drawings and Specifications: Exhibit B

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 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 document was produced by AIA software at 15:17:33 ET on 07/22/2019 under Order No.2146705317 which expires on 02/19/2020, and is not for resale.

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.7 Addenda, if any, are as follows and are attached hereto as Exhibit G:

Number Date Pages

Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are also enumerated in this Article 9.

.8 Other Exhibits:

Exhibit B – Index of Drawings and Specifications Exhibit C – Contractor’s Bid Form, Subcontractor Listing, Preliminary Schedule of Values for

Payment, Schedule of Submittals, and Resumes of Key Personnel (Paragraph deleted)

Exhibit D – Certificate(s) of Insurance and Additional Insured Endorsements Exhibit E – Taxpayer Protection Amendment Disclosure Form Exhibit F – Project Milestone Schedule Exhibit G – Addenda

(Table deleted) [ X ] Supplementary and other Conditions of the Contract contained in Section 00800 of the

Project Manual:

Document Title Date Pages

.9 Other documents, if any, listed below:

The following documents ("Bidding Requirements") are also Contract Documents and the checked documents are required to be submitted at the time of bid:

Advertisement and Invitation to Bid/Notice Inviting Bids;

Invitation to Bid;

Instructions to Bidders and attachments;

Bid Form;

Bid Bond/Security;

Subcontractor Listing;

Vendor List Questionnaire (Form AA-1);

Project Workforce Utilization Form (Modified Form AA-2);

Current Permanent Workforce Utilization Form (Form AA-3, optional);

Contractor’s Verification;

Declaration of Noncollusion by Contractor;

Living Wage Compliance Certification;

Declaration of Eligibility to Contract;

Identity Confirmation;

Local Business Participation forms, if any; and Federal Funding Project Compliance forms, if any.

§ 9.1.2 Appendix/Reference Documents.

§ 9.1.2.1 The following Appendices/Reference Documents are considered Contract Documents.

Document Date Conditional Use Permit (CUP) xx Supplemental Environmental Impact Report (SEIR) xx Construction Administration Forms Construction and Demolition Waste Management Play Application

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 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 document was produced by AIA software at 15:17:33 ET on 07/22/2019 under Order No.2146705317 which expires on 02/19/2020, and is not for resale.

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Document Date Hazardous Materials Survey xx Geotechnical Survey xx Local Pasadena Vendors List xx

§ 9.1.2.2 The following Appendices/Reference Documents are not considered Contract Documents and were provided to the Contractor for informational purposes:

Document Date Payment and Performance Bonds Escrow Agreement (optional)

CONTRACTORS LICENSE NOTICE

Contractors are required by law to be licensed and regulated by the Contractors State License Board which has jurisdiction to investigate complaints against contractors if a complaint regarding a patent act or omission is filed within four years of the date of the alleged violation. A complaint regarding a latent act or omission pertaining to structural defects must be filed within 10 years of the date of the alleged violation. Any questions concerning a contractor may be referred to the Registrar, Contractors State License Board, P.O. Box 26000, Sacramento, California 95826.

SIGNATURES

This Agreement entered into as of the day and year first written above and is executed in at least three (3) originals, of which one is to be delivered to the Contractor and the remainder to the Owner.

Contractor represents and warrants to Owner that it has full power, legal capacity, and authority to enter into and perform its obligations under the Agreement, and that the person executing the Agreement on behalf of Contractor has been duly authorized and empowered to enter into the Agreement.

(Row deleted)

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 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 document was produced by AIA software at 15:17:33 ET on 07/22/2019 under Order No.2146705317 which expires on 02/19/2020, and is not for resale.

User Notes: (1801877077)

OWNER CONTRACTOR

CITY OF PASADENA,

a municipal corporation

Steve Mermell City Manager

Signature

ATTEST: (Printed name and title) President/CEO/Vice President

Mark Jomsky City Clerk

Approved as to form and content: Signature

Barbara R. Gadbois, Esq.

Special Counsel to Owner

(Printed name and title) Secretary/Assistant Secretary/CFO/ Assistant Treasurer

Approved as to form:

Michele Beal Bagneris, Esq.

City Attorney, City of Pasadena

CA Contractor’s License No:

Fed. Tax ID No.:

Reviewed:

Erika Estrada City Purchasing Administrator

Additions and Deletions Report for AIA® Document A101TM – 2017

This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text.

Note: This Additions and Deletions…