TOMF_Agreement_General_Conditions_Exhibits_and_Appendix.pdf

Construction of Transit Operations Maintenance Facility Pasadena, California

RFP

04.20.2026

INDEX OF AGREEMENT, GENERAL CONDITIONS,

EXHIBITS, AND APPENDICES

3552057.1

INDEX OF AGREEMENT, GENERAL CONDITIONS, EXHIBITS, AND APPENDIX

Agreement Modified AIA Document A133™- 2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor

General Conditions

Modified AIA Document A201™ - 2017 – General Conditions of the Contract for Construction

Exhibit Title A Modified AIA Document A133™- 2019, Guaranteed Maximum Price

B Insurance Requirements, Certificate(s) of Insurance and Additional Insured Endorsements

C Index of Drawings and Specifications

D Addenda Report with Acknowledgements

E Scope of Work Summary

F Subcontractor/Supplier/CMAR Self-Performed Procurement Requirements

G Construction Manager’s Proposal Submission (excluding any content inconsistent with City-issued Contract Documents), including, but not limited to:

1. Designated Representatives, Key Personnel (resumes), and Consultants

2. CMAR Organizational Chart

3. Project Plan and Milestone Schedule

4. CMAR Price Proposal

5. Required Forms

a. Signature Page and Legal Status

b. Non-Collusion Declaration

c. Vendor Questionnaire (Form AA-1)

d. Project Workforce Utilization Form (AA-2) (Optional)

e. Current Permanent Workforce Utilization Form (AA-3) (Optional)

6. Conflict of Interest

7. Taxpayer Protection Amendment Disclosure Form

8. Affidavit of Joint Venture

9. Declaration of Eligibility to Contract

10. Proof of Authority

11. Public Contract Code Disclosure

H Escrowed Bid Documents

RFP

04.20.2026

Appendix Title 1 Payment Bond and Performance Bond Forms and Rider Forms, if applicable

(Optional) Escrow Agreement for Substitution of Securities in Lieu of Retention and Attachment A – City Investment Policy

RFP

04.20.2026

AGREEMENT

Modified AIA Document A133 -2019™, Standard Form of Agreement Between Owner and Construction Manager as Constructor

Document A133

– 2019 Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price

Init.

AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:18:25 on 05/04/2026 under Order No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (724264025)

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.

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 91101 and the Construction Manager (also referred to as "Contractor" or "CMAR" in the Contract Documents):

(Name, legal status, address, and other information)

CSLB License No.: _________________ for the following Project:

(Name, location, and detailed description)

New Construction of the Transit Operations Maintenance Facility project located at 2180 E. Foothill Blvd.

2160 East Foothill Boulevard 2211 East Walnut Street Pasadena, CA 91107 described in the Request for Proposals, issued_ April 9, 2026 ("RFP") (the "Project")

The Architect (also referred to as Owner’s "Prime Consultant" in the Contract Documents):

(Name, legal status, address, and other information)

HDR Engineering, Inc.

Principal Address: 1917 S. 67th Street Omaha, NE 68106 Local Address: 350 S. Grand Avenue, Suite 2900

Los Angeles, CA 90071

Whenever the Contract Documents require the Construction Manager to coordinate submittals with the "Architect," it shall be deemed to require coordination with the Architect, and other Project design consultants ("Design Team"). In all other cases, whenever the Contract Documents refer to "Architect" Owner reserves the right to utilize "Owner’s Representative" to administer the Contract, in accordance with Section 2.6 of the A201 General Conditions.

The Owner and Construction Manager (individually a "Party" and collectively "Parties") agree as follows.

Init.

AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:18:25 on 05/04/2026 under Order No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (724264025)

TABLE OF ARTICLES

1 INITIAL INFORMATION

2 GENERAL PROVISIONS

3 CONSTRUCTION MANAGER’S RESPONSIBILITIES

4 OWNER’S RESPONSIBILITIES

5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES

6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES

7 COST OF THE WORK FOR CONSTRUCTION PHASE

8 DISCOUNTS, REBATES, AND REFUNDS

9 SUBCONTRACTS AND OTHER AGREEMENTS

10 ACCOUNTING RECORDS

11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES

12 DISPUTE RESOLUTION

13 TERMINATION OR SUSPENSION

14 MISCELLANEOUS PROVISIONS

15 SCOPE OF THE AGREEMENT

EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT

EXHIBIT B INSURANCE AND BONDS

ARTICLE 1 INITIAL INFORMATION

§ 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1.

(For each item in this section, insert the information or a statement such as "not applicable" or "unknown at time of execution.")

§ 1.1.1 The Owner’s program for the Project is described in the RFP.

(Insert the Owner’s program, identify documentation that establishes the Owner’s program, or state the manner in which the program will be developed.)

§ 1.1.2 The Project’s physical characteristics are described in the RFP.

(Identify or describe pertinent information about the Project’s physical characteristics, such as size; location;

dimensions; geotechnical reports; site boundaries; topographic surveys; traffic and utility studies; availability of public and private utilities and services; legal description of the site, etc.)

§ 1.1.3 The Owner’s budget for the Final Guaranteed Maximum Price, as defined in Article 6 is $60,000.000.00, as set forth in the CMAR Price Proposal form and in the RFP.

(Provide total and, if known, a line item breakdown.)

AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:18:25 on 05/04/2026 under Order No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (724264025)

§ 1.1.4 The Owner’s anticipated design and construction milestone dates:

.1 Design phase milestone dates, if any:

See RFP – Preconstruction/Design Assist duration is five (5) months

.2 Construction commencement date:

See RFP - six (6) months after award of Phase 1

.3 Substantial Completion date or dates:

See RFP - eighteen(18) months after acceptance of Final GMP Proposal including the Work of Phase 2

.4 Other milestone dates:

See RFP

§ 1.1.5 The Owner’s requirements for accelerated or fast-track scheduling, or phased construction, are set forth below:

(Identify any requirements for fast-track scheduling or phased construction.)

See RFP

§ 1.1.6 The Owner’s anticipated Sustainable Objective for the Project:

(Identify and describe the Owner’s Sustainable Objective for the Project, if any.)

See Specifications, if applicable.

(Paragraph deleted) § 1.1.7 Other Project information:

(Identify special characteristics or needs of the Project not provided elsewhere.)

See RFP

§ 1.1.8 The Owner identifies the following representative in accordance with Section 4.2:

(List name, address, and other contact information.)

Greg de Vinck, P.E., Public Works, Director, or Brent Maue, P.E., City Engineer, or other authorized agent(s) designated in writing by the City Manager or City Council

City of Pasadena City Hall 100 N Garfield Avenue, Rm. S228 & N306 Pasadena, CA 91101

§ 1.1.9 The persons or entities, in addition to the Owner’s representative, who are required to review the Construction Manager’s submittals to the Owner are as follows:

(List name, address and other contact information.)

Architect/HDR attention Patrick Kim, and applicable Architect Design Team members, Stantec, Kimly-Horn, Miyamoto, AVS, JYI, Coast Survey, and C-Below.

§ 1.1.10 The Owner shall retain the following consultants and contractors with whom Construction Manager agrees to cooperate and coordinate the Work of the Project:

AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:18:25 on 05/04/2026 under Order No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (724264025)

(List name, legal status, address, and other contact information.)

.1 Geotechnical Engineer:

Earth Systems Pacific Pasadena, California 91107

(626) 356-0955

.2 Civil Engineer:

Not applicable, retained by Architect

.3 Other, if any:

(List any other consultants retained by the Owner, such as a Project or Program Manager.)

Environmental Site Assessment Consultant Impact Sciences 811w. 7th Street, Suite 200 Los Angeles, CA 90017 and such other consultants that may be designated by Owner from time to time in connection with the Project.

§ 1.1.11 The Architect’s representative:

(List name, address, and other contact information.)

Eric Banghart

HDR

350 S. Grand Avenue, Suite 2900 Los Angeles, CA 90071

§ 1.1.12 The Construction Manager identifies the following representative in accordance with Article 3:

(List name, address, and other contact information.)

TBD upon award

§ 1.1.13 The Owner’s requirements for the Construction Manager’s staffing plan for Preconstruction/Design Assist Services ("Preconstruction Services"), as required under Section 3.1.9:

(List any Owner-specific requirements to be included in the staffing plan.)

See RFP Organization and Qualifications of Key Personnel requirements.

AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:18:25 on 05/04/2026 under Order No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (724264025)

§ 1.1.14 The Owner’s requirements for subcontractor procurement for the performance of the Work:

(List any Owner-specific requirements for subcontractor procurement.)

See attached Exhibit F for Subcontractor/Supplier Procurement Requirements, Section 7.8 and Article 9 below, and A201 Article 5.

§ 1.1.15 Other Initial Information on which this Agreement is based:

See RFP, Construction Manager’s Proposal. and Exhibit E Scope of Work Summary

§ 1.2 The Owner and Construction Manager may rely on the Initial Information. Both Parties, however, recognize that such information may materially change and, in that event, the Owner and the Construction Manager shall appropriately adjust the Project schedule, the Construction Manager’s services, and the Construction Manager’s compensation. The Owner shall adjust the Owner’s budget for the Final Guaranteed Maximum Price and the Owner’s anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information.

§ 1.3 Neither the Owner’s nor the Construction Manager’s representative shall be changed without ten days’ prior notice to the other Party.

ARTICLE 2 GENERAL PROVISIONS

§ 2.1 The Contract Documents The Contract Documents consist of permits and other Governmental Approvals required for the Work, 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 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. Upon the Owner’s acceptance of any of the Construction Manager’s Guaranteed Maximum Price proposals, the Contract Documents will also include the documents described in Section 3.2.3 and identified in the applicable Guaranteed Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 3.2.8. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. An enumeration of the Contract Documents, other than a Modification, appears in Article 15. The meanings of all capitalized terms not defined herein are defined in the RFP and the General Conditions of the Contract, modified AIA Document A201–2017 ("A201").

§ 2.1.1 Phased Authorization of Work. The Work will be performed in the phases described below, in the RFP, and in attached Exhibit E. Each phase identified below may be individually referred to as a "Phase" or collectively as the "Phases." Construction Manager at Risk is a two-phased project delivery process: (1) Preconstruction Services which may include Phase 1A, if any("Phase 1"); and an option for (2) Construction ("Phase 2"). If the Owner authorizes Phase 2 it will issue an amendment to the Phase 1 Contract. The Owner is not obligated to authorize Phase 2 or issue an \amendment for Phase 2 - Construction. It is the Owner’s intent to reach a mutually agreeable Final Guaranteed Maximum Price ("Final GMP") prior to an award of Phase 2 Work in a Final GMP amendment.

§ 2.1.2 Deadlines for Transmittal of Contract Documents for Authorized Work. The Construction Manager shall promptly, but in no event no later than fifteen (15) calendar days following award and Owner’s tender of the Contract for Phase 1, the Initial GMP Amendment for Phase 1A, if any, and, if authorized, the Final GMP Amendment including the Work of Phase 2, as applicable, deliver to Owner the following documents:

A. Agreement fully executed by the Construction Manager for Phase 1 (2 originals),and, if authorized by Owner, Initial GMP Amendment for Phase 1A, if any, Final GMP Amendment including the Work of Phase 2, each including all exhibits and attachments;

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

AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:18:25 on 05/04/2026 under Order No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (724264025)

C. Payment Bond fully executed by (2 originals) using the form provided by Owner in Appendix 1, attached hereto, in the amount of 100% of the Initial GMP for Phase 1A, if any, to be adjusted by rider in the form provided in Appendix 1 if Phase 2 is authorized by Owner, in the amount of 100% of the Final GMP excluding the lump sum cost of Phase 1 Preconstruction Services. No payment bond is required at the time of award of Phase 1 Preconstruction Services;

D. Unless waived pursuant to Pasadena Municipal Code section 4.08.140, Performance Bond (2 originals) using the form provided by Owner in Appendix 1, attached hereto, in the amount of 100% of the Initial GMP for Phase 1A, if any, to be adjusted by rider in the form provided in Appendix 1 if Phase 2 is authorized by Owner, in the amount of 100% of the Final GMP excluding the lump sum cost of Phase 1 Preconstruction Services. No performance bond is required at the time of award of Phase 1 Preconstruction Services.

E. Escrowed Bid Documents, in accordance with Exhibit H to this Agreement, if required by the RFP.

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

3.3.1.2 below, and Exhibit A, Guaranteed Price Amendment form.

§ 2.2 Relationship of the Parties The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and Owner’s consultants designated herein and from time to time after award of the Contract, and exercise the Construction Manager’s skill and judgment in furthering the interests of the Owner to furnish efficient construction administration, management services, and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. The Owner agrees to furnish or approve, in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents.

§ 2.2.1 Contractors License. Construction Manager shall hold and maintain a valid Class A, general engineering contractor or Class B general building contractor license from the State of California. Contractor shall notify Owner in writing in the event Contractor’s license expires, is suspended, or has a change in the qualifier on the license or signatory authority.

§ 2.3 General Conditions § 2.3.1 For the Preconstruction Phase 1, AIA Document A201™–2017, General Conditions of the Contract for Construction, shall apply as follows: Section 1.5, Ownership and Use of Documents; Section 1.7, Digital Data Use and Transmission; Section 1.8, Building Information Model Use and Reliance; Section 2.2.4, Confidential Information;

Section 3.12.10, Professional Services; Section 10.3, Hazardous Materials; Section 13.1, Governing Law. The term "Contractor" as used in A201–2017 shall mean the Construction Manager.

§ 2.3.2 For any Owner-authorized Construction Work during Phase 1A and the optional Construction Phase 2, the general conditions of the contract shall be as set forth in A201–2017, which document is incorporated herein by reference. The term "Contractor" as used in A201–2017 shall mean the Construction Manager.

ARTICLE 3 CONSTRUCTION MANAGER’S RESPONSIBILITIES

The Construction Manager’s Preconstruction Phase responsibilities are set forth in Sections 3.1 and 3.2, and in the applicable provisions of A201-2017 referenced in Section 2.3.1. The Construction Manager’s Construction Phase responsibilities are set forth in Section 3.3. The Owner and Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project.

§ 3.1 Preconstruction Phase § 3.1.1 Extent of Responsibility The Construction Manager shall exercise reasonable care in performing its Preconstruction Services). The Owner and Architect shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of services and information furnished by the Construction Manager. The Construction Manager, however, does not warrant

AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:18:25 on 05/04/2026 under Order No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (724264025) or guarantee estimates and schedules except as may be included as part of the Initial Guaranteed Maximum Price, if any, and the Final Guaranteed Maximum Price. The Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Construction Manager shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Construction Manager as a request for information in such form as the Architect may require.

§ 3.1.2 If required in the RFP, Construction Manager shall provide a preliminary evaluation of the Owner’s program, schedule and construction budget requirements, each in terms of the other.

§ 3.1.3 Consultation § 3.1.3.1 The Construction Manager shall schedule and conduct meetings with the Architect, Owner, and Owner’s consultants to discuss such matters as procedures, progress, coordination, and scheduling of the Work including implementation of City policies and Construction Manager efforts and results relating to participation of Local Businesses and Local Residents in the Work.

§ 3.1.3.2 The Construction Manager shall advise the Owner and Architect on proposed site use and improvements, selection of materials, building systems, and equipment. The Construction Manager shall also provide recommendations to the Owner and Architect, consistent with the Project requirements, on constructability; availability of materials and labor; time requirements for procurement, installation and construction; prefabrication; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions. The Construction Manager shall consult with the Architect regarding professional services to be provided by the Construction Manager during the Construction Phase.

§ 3.1.3.3 The Construction Manager shall assist the Owner and Architect in establishing written protocols for the development, use, transmission, reliance, and exchange of digital data, including building information models for the Project.

§ 3.1.4 Project Schedule When Project requirements in Section 4.1.1 have been sufficiently identified, the Construction Manager shall prepare and periodically update a Project schedule for the Architect’s review and the Owner’s acceptance. The Construction Manager shall obtain the Architect’s approval for the portion of the Project schedule relating to the performance of the Architect’s services. The Project schedule shall coordinate and integrate the Construction Manager’s services, the Architect’s services, other Owner consultants’ services, and the Owner’s responsibilities; and identify items that affect the Project’s timely completion. The updated Project schedule shall include the following: submission of the Guaranteed Maximum Price proposal(s); components of the Work; times of commencement and completion required of each Subcontractor;

ordering and delivery of products, including those that must be ordered in advance of construction; and the occupancy requirements of the Owner.

§ 3.1.5 Phased Construction The Construction Manager, in consultation with the Architect, shall provide recommendations with regard to accelerated or fast-track scheduling, procurement, and sequencing for phased construction. The Construction Manager shall take into consideration cost reductions, cost information, constructability, provisions for temporary facilities, and procurement and construction scheduling issues.

§ 3.1.6 Cost Estimates § 3.1.6.1 Based on the preliminary design and other design criteria prepared by the Architect, the Construction Manager shall prepare, for the Architect’s review and the Owner’s approval, preliminary estimates of the Direct Cost of the Work (including amounts included in Construction Manager’s Contingency) and Indirect Costs (collectively "Cost of the Work") or the cost of program requirements using area, volume, or similar conceptual estimating techniques. If the Architect or Construction Manager suggests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems.

§ 3.1.6.2 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals specified in the RFP and Scope of Work agreed to by the Owner, Construction Manager and Architect, estimates of the Cost of the Work with increasing detail and refinement. The Construction Manager shall include in the estimate those costs to allow for the

AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:18:25 on 05/04/2026 under Order No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (724264025) further development of the design, price escalation as required by Section 3.2.10 below, and market conditions. The estimates shall be provided for the Architect’s review and the Owner’s approval. The Construction Manager shall inform the Owner and Architect in the event that any estimate of the Cost of the Work exceeds the latest approved Project budget, and make recommendations for corrective action.

§ 3.1.6.3 If the Architect is providing cost estimating services as a Supplemental Service, and a discrepancy exists between the Construction Manager’s cost estimates and the Architect’s cost estimates, the Construction Manager and the Architect shall work together to reconcile the cost estimates.

§ 3.1.7 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall consult with the Owner and Architect and make recommendations regarding constructability and schedules, for the Architect’s review and the Owner’s approval.

§ 3.1.8 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding equipment, materials, services, and temporary Project facilities.

§ 3.1.9 The Construction Manager shall provide a staffing plan for Preconstruction Phase services for the Owner’s review and approval.

§ 3.1.10 [Not Used].

§ 3.1.11 Subcontractors and Suppliers § 3.1.11.1 If the Owner has provided requirements for subcontractor procurement in section 1.1.14, the Construction Manager shall provide a subcontracting plan, addressing the Owner’s requirements, for the Owner’s review and approval.

§ 3.1.11.2 The Construction Manager shall develop bidders’ interest in the Project.

§ 3.1.11.3 The processes described in Article 9 shall apply if bid packages will be issued during the Preconstruction Phase.

§ 3.1.12 Procurement The Construction Manager shall prepare, for the Architect’s review and the Owner’s acceptance, a procurement schedule for items that must be ordered in advance of construction. The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered in advance of construction. If the Owner agrees to procure any items prior to the establishment of the Initial Guaranteed Maximum Price, if any, or Final Guaranteed Maximum Price, the Owner shall procure the items on terms and conditions acceptable to the Construction Manager , for installation by Construction Manager (i.e., OFCI).

§ 3.1.13 Compliance with Laws The Construction Manager shall comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to its performance under this Contract, and with equal employment opportunity programs, and other programs as may be required by governmental and quasi-governmental authorities.

§ 3.1.14 Other Preconstruction Services

§ 3.1.14.1 Voluntary Minimum 10% Local Economic Impact Commitment of CMAR For Overall Project Participation by Local Resident Workers and Local Businesses

City Policy. The City of Pasadena seeks to increase employment opportunities for qualified Local Businesses, and Pasadena Residents, for this Project and anticipates the 10% local economic impact will be established through a combination of:

1. Payments for wages and labor costs for eligible Local Resident workers;

2. Payments for materials and equipment provided by Local Businesses; and

3. Payments to Local Business Subcontractors and Sub-subcontractors.

Local Businesses. "Local Business" as defined in the Pasadena Municipal Code Section 4.08.020, means a business with a fixed place of business located in the City of Pasadena. Construction Manager must solicit at least one (1) Local Business, unless there are no local vendors for each Subcontractor or supplier Phase 1, and for Phase 2 Bid Packages

AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:18:25 on 05/04/2026 under Order No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (724264025) solicited for the Work. Construction Manager must document Good Faith Efforts to locate and solicit Local Businesses for Work on the Project followed by a competitive or best value selection process.

Local Resident Voluntary 10 – 15% Workforce Goal.

1. Construction Manager, its Subcontractors and Sub-subcontractors shall prioritize Pasadena Local Residents

(Tier 1) to count towards the Workforce Goal and will track participation by regional residents in Tier 2 and Tier 3.

2. In addition to Project workforce Construction Manager and its Subcontractors shall invest in creation of long-term construction trade career pathways through efforts, including sponsorship and placement opportunities connecting interested Pasadena Residents with apprenticeship and skilled trade programs.

3. Construction Manager must document Good Faith Efforts to locate and solicit Pasadena Residents for Work on the Project.

The list of eligible "Tier 1" zip codes for Pasadena Residents and Local Businesses are: 91101, 91103, 91104, 91105, 91106, and 91107.

Additional Voluntary Tiers Tier 2 - Territory Served by the Foothill Workforce Development Board plus Altadena:

Includes businesses and individuals located within the Cities of Pasadena, South Pasadena, Sierra Madre, Arcadia, Monrovia, and Duarte plus Altadena.

Tier 3 - Regional (10-Mile Radius):

Includes all individuals and businesses located within a ten-mile radius of the Project site.

Good Faith Outreach Efforts include but are not limited to the following:

1. Attendance at pre-solicitation or pre-bid meetings that were scheduled by the City to inform subcontractors and suppliers of contracting opportunities.

2. Advertisement in local and other media concerning subcontracting and supply opportunities.

3. Providing written notice to a reasonable number, Local Business enterprises, and other business enterprises soliciting their interest in subcontracting or supply in sufficient time to allow them to participate effectively.

4. Following up initial solicitation of interest by contacting Local Business enterprises by telephone.

5. Selecting portions of the work to be performed Local business enterprises.

6. Providing interested Local Business enterprises with adequate information about the plans, specifications and requirements of subcontracts and supply contracts.

7. Negotiating in good faith with Local Business enterprises. Not rejecting as unqualified without documented reasons based on a thorough investigation of the business enterprises’ capabilities.

8. Making efforts to assist interested Local Business in obtaining necessary sources of supply, lines of credit or insurance.

Construction Manager and its Subcontractor shall engage in the above Good Faith Efforts with respect to hiring Local Residents and contracting with Local Businesses.

Tracking and Reporting on Project Participation Levels of Local Businesses and Local Residents.

For Phase 1 and Phase 2 Construction Manager will:

Track subcontract awards and workforce participation;

Utilize LCP Tracker to monitor craft labor hours by Pasadena Tier 1, Tier 2 and Tier 3 zip codes;

Provide quarterly updates to City Council for progress toward the contractual local participation and engagement commitment and summarize workforce participation efforts.

§ 3.2 Initial Contract Sum, Guaranteed Maximum Price Proposal(s) § 3.2.1 The initial Contract Sum is the Lump Sum Price of Phase 1 Preconstruction Services in the amount set forth in Construction Manager’s CMAR Price Proposal. At such times to be mutually agreed upon by the Owner and the Construction Manager, the Construction Manager shall prepare one or more Guaranteed Maximum Price proposals for the Owner’s and Architect’s review, and the Owner’s acceptance. The Guaranteed Maximum Price in the proposal(s) shall be the sum of:

.1 The Lump Sum Price of Phase 1 Preconstruction Services in the amount established in Section 3.2.1.1. below and in Construction Manager’s CMAR Price Proposal;

.2 Construction Manager’s estimate of the Direct Cost of the Work of Phase 1A, included in the Initial GMP, if any and, if authorized, Phase 2 included in the Final GMP, excluding the Construction Manager’s Contingency described in Section 3.2.4;

AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:18:25 on 05/04/2026 under Order No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (724264025)

.3 Construction Manager’s Fee (for Overhead Profit), which Indirect Cost is defined in Section 6.1.2, at the fixed percentage rate established in Section 3.2.1.1. below and in Construction Manager’s CMAR Price Proposal;

.4 Construction Manager’s General Conditions), which Indirect Cost is for the cost of all of Construction Manager’s temporary facilities and equipment required for performance of the Work (See Sections 7.5.1, 7.5.2, 7.5.4, 7.6.6 and 7.6.7 below and Section 1.1 of the A201), at the fixed percentage rate established in Section 3.2.1.1.below and in Construction Manager’s CMAR Price Proposal;

.5 Construction Manager’s General Requirements), which Indirect Cost is for the cost of all of Construction Managers supervisory and administrative personnel required for performance of the Work (See Sections 7.2.2, 7.2.2.1, 7.2.3, 7.6.10, and 7.6.11 below and Section 1.1 of the A201 including cost of Escrowed Bid Documents and Local Economic Impact Commitment), at the fixed percentage rates established in Section 3.2.1.1.below and in Construction Manager’s CMAR Price Proposal;

.6 Construction Manager’s Bonds, ), which Indirect Cost is for premiums for bonds required of Construction Manager by the Contract Documents (See Section 7.6.1 below and Section 1.1 of the A201), at the fixed percentage rate established in Section 3.2.1.1. below and in Construction Manager’s CMAR Price Proposal;

.7 Construction Manager’s Insurance, which Indirect Cost is for the cost of premiums for insurance required of Construction Manager by attachments to the RFP for Phase 1 and Phase 2, which are incorporated in the Contract Documents as Exhibit B to the Agreement (See Sections 7.6.1. 7.6.1.1 and 7.6.1.2 below and Section 1.1 of the A201) , at the fixed percentage rate established in Section 3.2.1.1. below and in Construction Manager’s CMAR Price Proposal; and

.8 Construction Manager’s Contingency, which shall be calculated at the rate established in Section 3.2.1.1 below and in Construction Manager’s CMAR Price Proposal and will be established as a dollar amount in the Initial GMP Amendment, if any, and, if Phase 2 is authorized, the Final GMP Amendment.

§ 3.2.1.1 The above components of the GMP are established at the following rates and amounts:

SCOPE OF SERVICES

FIXED

PERCENTAGE

RATES

DOLLAR AMOUNT

1. PHASE 1 – PRECONSTRUCTION SERVICES

(Includes all costs associated with performing Phase 1 services as described in the Scope of Work, Section 3 of the RFP)

N/A

2. PHASE 2 - CONSTRUCTION (CMAR’s fixed percentage rates for all Indirect Costs)

A. CMAR’S GENERAL CONDITIONS COSTS

(2A)

(which is calculated at a fixed percentage rate of Direct Costs and will be stated in an NTE dollar amount in the Final GMP)

B. CMAR’S GENERAL REQUIREMENTS

COSTS (2B)

(which is calculated at a fixed percentage rate of Direct Costs and will be stated in an NTE dollar amount in the Final GMP))

C. BONDS (2C)

(which is calculated at a fixed percentage rate of Direct Costs and will be stated in an NTE dollar amount in the Final GMP)

D. INSURANCE (2D)

(which is calculated at a fixed percentage rate of Direct Costs and will be stated in an NTE dollar amount in the Final GMP)

AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:18:25 on 05/04/2026 under Order No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (724264025)

SCOPE OF SERVICES

FIXED

PERCENTAGE

RATES

DOLLAR AMOUNT

E. CMAR’S OVERHEAD/PROFIT & FEES (2E)

(which is calculated at a fixed percentage rate of Direct Costs and will be stated in an NTE dollar amount in the Final GMP)

F. CMAR’S CONTINGENCY (2F)

(which is calculated at a fixed percentage rate of Direct Costs and will be stated in an NTE dollar amount in the Final GMP Amendment)

3. CMAR’S DAILY RATE COMPENSATION FOR

COMPENSABLE DELAY

(Proposer shall provide a daily rate/unit price for compensation for any compensable delay during the performance of the work of Phase 2)

$ ________________ /per day x 90 days ("multiplier") (3) (enter total cost/day here)

The number of days shown as a "multiplier" is NOT intended to be an estimate of the number of days of compensable delay anticipated by the city. The city will pay the proposed daily rate hereto listed for the actual number of days of compensable delay, as defined in the General conditions. The actual number of days of compensable delay MAY BE greater or less than the "multiplier"

4. PHASE 1 CONTRACT SUM = line 1 above

§ 3.2.2 To the extent that the Contract Documents are anticipated to require further development, the Initial Guaranteed Maximum Price, if any, and Final Guaranteed Maximum Price shall include the costs attributable to such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes, or equipment, all of which, if required, shall be incorporated by Change Order.

§ 3.2.3 The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include the following:

.1 A list of the Drawings and Specifications, including all Addenda (including RFIs and responses) thereto, and the Conditions of the Contract;

.2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal, including assumptions under Section 3.2.2;

.3 An itemized statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost of the Work organized by trade categories or systems, including Local Business and Local Resident outreach, Owner-issued and Owner-approved Allowances, if any; the Construction Manager’s Contingency set forth in Section 3.2.4, alternates; and the Construction Manager’s Fee and other Indirect Costs, all established in accordance with Section 3.2.1 above;

.4 The anticipated date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based and the Owner-approved baseline Construction Schedule;

.5 A listing of Construction Manager’s Proposed and Retained Consultants, Subcontractors (or Subcontractor Procurement Plan), Design Professionals, Suppliers and Self-Performed Work;

.6 Updates to Construction Manager’s original Proposal;

.7 Construction Manager Requests for Substitution of Materials, if any, pursuant to Section 3.4.3.5 of Modified AIA A201 – 2017:

.8 Updated Insurance Certificates and Endorsements; and

AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:18:25 on 05/04/2026 under Order No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (724264025)

.9 Other information, documents and narrative descriptions detailing the basis of the GMP as the Owner may require.

Each GMP Proposal shall remain open for one hundred twenty (120) days from the date received by Owner unless mutually agreed otherwise.

§ 3.2.4 In preparing the Construction Manager’s Initial, if any, and Final Guaranteed Maximum Price proposal, the Construction Manager shall include a contingency in the Fixed Percentage Rate established in accordance with Section

3.2.1 above. The Construction Manager’s Contingency may be used to pay for Work required due to:

.1 Construction Work shown or reasonably inferable from the Construction Documents but missing from Bid Packages (i.e., scope gaps);

.2 Coordination of installation tolerances between Subcontractors;

.3 Acceleration of the Construction Schedule; and

.4 Expenditures directed by Construction Manager and agreed to by Owner in its sole discretion, for the benefit of the Project ("Construction Manager’s Contingency").

Any unused portion of the Initial GMP for Phase 1A, if any, due to Construction Manager efficiencies (i.e., not due to scope reduction), if any, upon acceptance of the Final GMP, shall accrue to the Construction Manager’s Contingency.

§ 3.2.4.1 Construction Manager’s GMP proposal for Phase 2 will include an Owner’s contingency to be used in the Owner’s sole discretion. The unused portion of the Owner’s contingency shall be retained by the Owner at the end of the Project.

§ 3.2.5 The Construction Manager shall meet with the Owner and its consultants to review the Guaranteed Maximum Price proposal(s). In the event that the Owner or its consultants discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both.

§ 3.2.6 If the Owner notifies the Construction Manager that the Owner, through its City Council, has authorized a Contractor Amendment for Phase 1, if any, or Phase 2 in an amount not to exceed the Guaranteed Maximum Price proposal in writing before the date specified in Section 3.2.3 above, the Guaranteed Maximum Price proposal, such GMP Proposal pricing shall be deemed effective without further acceptance from the Construction Manager, subject to Owner’s request for and negotiation of Construction Manager’s Best and Final Offer ("BAFO") for the Guaranteed Maximum Price as described in the RFP and Exhibit E. Following acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute a Guaranteed Maximum Price Amendment amending this Agreement, a copy of which the Owner shall provide to the Architect. The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. See RFP and Exhibit E for additional provisions relating to review and acceptance of the Final GMP Proposal.

§ 3.2.7 The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the execution of the Guaranteed Maximum Price Amendment, and prior to the Owner’s issuance of a notice to proceed with the applicable Phase of Work after receipt of, "Contract, Insurance, Bond Documents unless the Owner provides prior written authorization for such costs.

§ 3.2.8 The Owner may authorize preparation of revisions to the Contract Documents that incorporate the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The Owner shall promptly furnish such revised Contract Documents to the Construction Manager. The Construction Manager shall notify the Owner and Architect of any inconsistencies between the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment and the revised Contract Documents.

§ 3.2.9 The Construction Manager shall include in the Guaranteed Maximum Price all applicable taxes, including sales, consumer, use and similar taxes for the Work, provided by the Construction Manager that are legally enacted, whether or not yet effective, at the time the Guaranteed Maximum Price Amendment is executed.

§ 3.2.10 No Adjustment of the GMP for Cost Escalation Throughout the Duration of Construction. In determining the Guaranteed Maximum Price and Contract Time in the Initial, if any, and the Final Guaranteed Maximum Price Proposal(s), the Construction Manager has taken into account market conditions, tariffs, the

AIA Document A133 – 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This document was produced at 13:18:25 on 05/04/2026 under Order No.20250103273 which expires on 02/20/2027, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com.

User Notes: (724264025) availability (including shortages) of and price fluctuations of labor, materials, equipment, insurance and related costs of performing the Work and has included an amount for cost escalation throughout the duration of construction. In no event shall Construction Manager be entitled to an increase in the Guaranteed Maximum Price due to any cost escalation throughout the duration of construction.

§ 3.3 Construction Phase § 3.3.1 General § 3.3.1.1 For purposes of Section 8.1.2 of A201–2017, the date of commencement of the Work shall mean the…