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HomeMy WebLinkAboutCC Resolution 8289 (B Street Roof Replacement)RESOLUTION NO. 8289 RESOLUTION OF AWARD OF CONTRACT WHEREAS, on the 30th day of October, 1990, pursuant to due and legal notice published in the manner provided by law, inviting sealed bids or proposals for the work hereinafter mentioned, as more fully appears from the Affidavit of Publication thereof on file in the office of the City Clerk of the City of San Rafael, California, the City Clerk of said City did publicly open, examine and declare all sealed bids or proposals for doing the following work in said City, to wit: ROOF REPLACEMENT - "B " STREET COMMUNITY CENTER PROJECT NO. 001-21501398000 in accordance with the plans and specifications therefor on file in the office of said City Clerk, and WHEREAS, the bid of Industrial Roofing Co. at the lump sum price stated in its bid was and is lowest and best bid for said work and said bidder is the lowest responsible bidder therefor; NOW, THEREFORE, IT IS HEREBY ORDERED AND RESOLVED that the bid of Industrial Roofing Co. and the same is hereby accepted at said lump sum price and that the contract for said work and improvements be and same is hereby awarded to said Industrial Roofing Co. at the lump sum price mentioned in said bid; IT IS FURTHER ORDERED AND RESOLVED that any and all certified checks, cash, or bond accompanying the bids of unsuccessful bidders be forthwith returned to them respectively; IT IS FURTHER ORDERED AND RESOLVED that the City Engineer is hereby authorized to extend the time for completion of the contract as set forth herein upon showing of good cause by the Contractor; IT IS FURTHER ORDERED AND RESOLVED that the Mayor and the City Clerk of said City be authorized and directed to execute a contract with Industrial Roofing Co. for said work and to return the bidders bond upon the execution of said contract. RESOLUTION NO. 8 2 8 9 I, JEANNE. M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City on Monday, the 5th day of November, 1990, by the following vote, to wit: AYES: COUNCILMEMBERS: Boro, Breiner, Shippey, Thayer & Mayor Mulryan NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None JE �MLEO'NCINI, City Clerk co 0 v O O 0 0 W 0 O CD O `? n � _g r o D C) O f/1$ 0 5 m D R1 N N y m o D v m ````' o m m � >' � o °°o V -s o # •... o O O ■ >i �y CA o c O [n (n C v CD 0 :: s o n o m .... m :...:.. m m >> (D 0 0 CD 0 0 0 0 0 0 C o CD m w ' CL 0 o< n 70 N oo CD D =co z N P. W a :::::: �, m 0 o r c < O n C CD '> °:m �: (D g CD W x N ::: D O :> C •n. O O N i � :. :: � o N co 00 30 w N OOD w 0 0 O O .. 2 ID >«w O 1 0 = 1 O i:::`'` N X C n O N <=s co co 1 J N A w .. co O .. OD O O O O J ID m >' 3 to N Do Ti %:::: r '•'''' o ED D`' m v y D m o m mCD IA _ z ... # ' 70_ O o ■ m n. . . .:: n€ — o€:. UD is z» : r r C m (CO CD C v ;;: w 7 O ID ID CL W D o m ' w 7 m tT co a :.. --� o z o_ 0 0 0 ---� --- '^ S .: .. w CD cil 93L CA::: 7 n CD .....0 a j �. --- g 0 ..i ...... (O Z O 1 ?:;: 1 M O0 � COD is m 0 0 o cn C pCD 0 o ca m_ c O 0 n w co Cco 4N C O O O •:: C o o w O O O ......n C O O C ;>: 7 .. �! ... A is �f ... .. - n m r. A I V A n I " J 1 I I V I L V r A K G H I T E C T S AIA Docwnent A107 Abbreviated Form of Agreement Between Owner and Contractor For CONSTRUCTION PROJECTS OF LIMITED SCOPE where the Basis of Payment is a STIPULATED SUM 9987 EDITION THIS DOCUdfENT HAS WPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. This document includes abbrevsated General Condluons and should not be used with other general conditions. II has been approved and endorsed by The Associated t,cneral Contractors of America. AGREEMENT made as of the 5th day of 'november in the year of Nineteen Hundred and Ninety BETWEEN the Owner: CITY OF SAN RAFAEL (Aams and address) 1400 F IFT I AN?ENUE SAN RAFAEL, CA 94901 and the Contractor: INDUSTRIAL ROOFING COMPANY (^'— and addr—) p. 0. BOX 1700 Alameda, CA 94501-1088 The Project is: ROOF REPLACE= "B" STREET C01131UNITY CEN'T'ER (Name and loearron) The Architect is: IURRIS NEIL FINISY (Name and address) 1408 FOURTH STREET SAN RAFAELI CA 94901 The Owner and Contractor agree as set forth below. Copyright 1936, 1951, 1958, 1961, 1963. 1966, 1974, 1978, 01987 by The Americus Institute of Architects, 1735 Ncw York Avenue, N.W., Washington, D.C. 20006. Reproduction of the material herein or subsurstial quotation of Its provLslons without written permission of the AIA violates the copyright laws of the United States and will be subject to Icgal prtsscLvuun• ALA DOCUMENT Al 07 • ABBREVIATED OWNER -LCI TRACTOR AGREEMENT • NINTH EDITION • ALAe -019,97 THF AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON. D.C. 2WO6 A107-1987 1 WARNING: Unlicensed photocopying vlotstss LLS. copyright laws and to subject to legs! prosecution. Roof Replacement, B Street Community Center. San Rafael, CA ARTICLE 1 THE WORK OF THIS CONTRACT 1.1 The Contractor shall execute the uldre Work described in the Contact Documents, except to the extent specifcilly indicated In the Contract Documents to be the responsibility of others, or as follows: ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 2.1 The due of commencement is the date from which the Contract Time of Paagaph 2.2 is measured, and shall be the date of this Agreement, as first written above, Unless a dlffercni date is stated below or provision is made for the date to be fixed in a notice to pro- ceed Issued by the Owner. (lrwre Of dote of mmmeurtrner; rf it differs from rbc dare 9(%b" Agrremera or, tf 49aUCA&c state lbat tee dare uW br Jtnd In a notice to pn aird.) Date will be fixed in the "Notice to Proceed" 2.2 The Contactor shall acWcve Substantial Completion of the entire Work not later than (Insert the calendar date or number of calendar after The dolt ojcommename t. ,alto Inure any rrqutrernenu for eadle, Subtlo ukd Guuptdion of orrtatu por tbru of Iba Work. if not stated elsewhere au We Goraraci Documelu.) GO calendar days from the date of the written "Notice to Proceed", in accordance with supplementary conditions B.6.6 subject to adjustments of this Contact Time as provided In the Contact Documents. Un'*" Prvi'w snA if any, Jor tlquidated damage relaiing to fallurt to complete on rime.) Liquidated damages shall be $100.00 per calendar day. ARTICLE 3 CONTRACT SUM 3.1 The Owner shall paY the Contractor in current funds for the Contretor's perforTr=ce of the Contact the Contra Sum of s 8Eig3b - ne Thousand Eight Hundred Thirty Nine and 00/100 - - - - Dollars ), subject to additlons and deductions 2s provided in the Contract Documents. ALA DOCUMENT Al 07 -ABBREVIATED OWNER -CONTRACTOR AGREEMENT -NINTH EDITION • ALA* • ®1987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AV..NUE, N.W., WASHINGTON, D.G 20006 A107-1987 2 WAANINrk Unlicansad photocopylnq violates I.I.S. copyright taws uW 15 subloct to UqW prosecution, Roof Replacement, B Street Community Center, San Rafael, CA B.4 Page 2 3.2 The Conu-Act Sum is based upon the following alternates, lfany, which are described In the Contra Documents and are hereby accepted by the Owner: (State for rnanbr�s oratber idavlrirntfon q(cmpr,d drenwtes if d -W— on otb►rdremans am abs made by for Qmwndeequent a the asorrwn of this Agnemnu, aaarb a srlwule of inch otter �irn>= s1��8 ltv atnou � for axh and tta dao taut ubkh that amowu 4 ual(dJ No addenduins 3.3 Unit pnces, if any, are as follows: N/A ARTICLE 4 PROGRESS PAYMENTS 4.1 Eased upon Appliatlons for Payment submitted to the Architect by the Contactor and Certificales for P2yment issued by the Archltect, the Owner shall make progress payments on account of the Contract Sum to the Contr2cior as provided below and else- where in the contract Documents. The period covered by each Appfi,,aeion for P2yment shall be one calendar month ending on the last day of the month, or 2s follows: 4.2 P2yments due and unpaid under the Contract shell bear interest from the date payment is due at the tate saved below, or in the absence thereof, at the icS21 rate prevailing from time to time at the place where the Projea is located. (lnmrr ware Of W— agmad upart if -y) Refer to supplementary conditions B.6.13 (Usury lana artd ragwmmena Ln.1v We fednni T hab In (coding Aa, similar state mid bwl canna DrdU lana and other ngdutiau at for (iu•ur's and Cauraaor s P^,opal plans 9( bu nes; the taratwn A( the Pygea and etseurbery may ofea tbv tdidtry Of rbbt pn,*" . LqW advice sboWd br obtained cub rrl�v a dMtetttvir or mmkI41ycsuooni and afro regantuq rnluuanrnu such as unirtn) doldc urar or uuuvm) ALA DOCUMENTA107-ABBREYtATEDOWNERLONTRACTORAGREEMF14T•NINTH EDITION •ALA$ •01987 THE AMERICAN 1NsTTTLU OF ARCH(TEcrS, 1735 NEW YORK AVENUE, N.m WASHBYGTON, D.C. 20006 A107-1987 3 WARNINti UrOzensed photacapyln0 vlotatea U.4 capyrtpht taw- end is subject to Iepal pmsamtim Roof Replacement, B Street Community Center, San Rafael, CA B.4 Page 3 ARTICLE 5 FINAL PAYMENT 5.1 Final payment, corudrtiang the entire unp2ld balance of the Contract Sum, shell be made by the Owner to the Contractor when the Work has been completed, the Contract fully performed, and 2 tlttal Ccrt MEC for Payment h2s been issued by the Atchltect. ARTICLE 6 ENUMERATION OF CONTRACT DOCUMENTS 6.1 The Contact Documcn:_s enc listed In Article 7 2nd, accept for Modifie2dons issued zfter execution of this Agreement, ere enumerated as follows: 6.1.1 The Agreement is this executed Abbrevi2ted Form of Asrccnent Between Owner 2nd Contnaor, AIA Documctt A107,19137 Edition. 8.1.2 The Supplementary and other Conditions of the Contract 2n: those contained in the Project Manu21 dated October 5, 1990 , and ere 2s follows: Document Title Pages BG Supplementary Conditions B6 pages 1 tint -u 7 1.0 General Requirements 1.0 pages 1 thru 10 E 6.1.3. The Specifications ere those cont2ined In the Project M2=4 dated 2s in Subp mgmph 6.1.2, and arc as follows: (Eubw iia aw Spraflz'-J u bra or rrfer to an cxbibi7 artncbed to Ibis Agrve"wa) Section Title P2gcs 2.0 Demolition 2.0 page 1 6.0 Carpentry 6.0 page 1 7,1 Roofing and related metal 7.1 pages 1 thru 7 7.2 Skylights 7.2 page 1 ALA DOCULIENTAt07•ABBREVIATEDOWNER {ONTRACfORAGREEMENT-NINTHEDITION •AIAa •01987 THE AMERICAN 114STr= OF AR011TEM. 1735 NEW YORK AVENUE. N.W., WASHINGTON, D -r— 20006 A107-1987 4 1MAR 1N0: Unlicensed photocopying vtotates 1,t8, copyright taws uid is subject to legeJ prosecutlan. Roof Replacement, B Street Community Center, San Rafael, CA B.4 Page 4 6.1.4 the Drawings are as follows, and are dated rimless a different date Is shown below: (Bibw ug the D,.., r b.e a rV,,r to aw o b" --*ad In "* Agr"'W't) Number title Date A-1 Roof Repl acein(nt '13' Street Curniunity Center Oct. 5, 1990 A-2 II II II II II II II II II 6.1.5 The Addenda. if any, are as follows: Number Date Pages Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 6. 6.1.6 Other doeume^.ts, if any, forming Parc of the Contract Documents arc as follows: (UU arty adaltkvW downents -- atr L WW6 d )0 /one pa.r o/ 'ba C ar` Do") N4o�--1 G� ALA DOMMENTA107•ABBREVIATEDOWNER-CON7RACTORAGREEMEN"r•NINTi1EDITION- AIA* •©1987 THE AMERICAN INSTITUTE OF ARCIMTEGTS, 1735 NEW YORK AVENUE, N.W, WASHINGTON. D.0 20006 A107-1987 5 WARNING: Unlloensad phot=pying violates U.S. copylight taw* and to eubiect to {opal prosecution. Roof Replacement. B Street Community Center, San Rafael, CA B.4 Page 5 ARTICLE 7 CONTRACT DOCUMENTS GENERAL CONDITIONS 7.1 The Contract Documents consist of this Agreement with Conditions of the Contras (General, Suppicrrienary and other Conditions), Drawings, SpeaRcadons, addend: issued prior to the execution of this Agreement, other documents listed In this Agreement and hiodifrations issued after execution of this Agreement. The in=c of the Contract Documents is to include all items ncctssary for the proper execution and completion of the Work by the Contaaor. The Contact Documents are complcmcmary, and what is required by one shall be as bind- ing as if required by all; performance by the Contactor shall be required only to timc extent consistent with the Contract Docu- menu and reasonably Inferable from them as being necessary to produce the intended results. 7.2 The ContractDocu .;amts shall not be construed to crate a contractual rcl2dornsWp of any kind (1) between the Architect and Contractor, (2) between the Owner and a Subcontractor or Sub-subconuacror or (3) between arty persons or enddes other Pan the Owner and Contractor. 7.3 Execvdon of the Contract by the Contractor is a represen- tation th2t the Contact mr has visited the site and become f2rll- lu with the kcal conditions under which the Werk is to be performed. 7.4 The term "Work" means the corstrucdon and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contncror's obligations. The Work may constitute the whole or a pan of the Project. ARTICLE 8 OWNER 8.1 The Owner shall furnish surveys and 2 legal description of the sac. 8.2 Except for permits and fees which are the responsibility of the Contractor under the Contract Documents, the Owner shall secure and pay for necessary approvals, cz=cns, uscssments and charges required for the construction, use or occupancy of Permanent structures or permarimi: changes in existing facilities. 8.3 if the Contactor fails to correct Work which is not In accordance with the requircinens of the Contract Documents or perastrridy fail to carry out the Work in accordance with the Contract Documents, the Owner, by a written order, may order the Contactor to stop the Work, or any portion thereof, until the cause for such order has been eiirnulatcd, however, the nght of the Owner to stop the Work s`mail not give rise to a duty on the pan of the Owner to exercise this right for the beneft of the Contractor or any other person or cnury. ARTICLE 9 CONTRACTOR 9.1 The Contractor shall supervise and direct the Work, using the Contractor's best skW and attention. The Contractor shad be solely respon ible for and have control over construction means, methods, tcchriques, sequences and procedures and for coordinating all potions of the Work under the Contact, unless Contract Documents give other specific instructions concerning these matters. 9.2 Unless otherwise provided In the Contract Documents, the Contractor shall provide and pay for labor, materials, equip- ment, tools, consuuctlon equipment and machinery, water, heat, utWdes, transport2tion, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated In the Work. 9.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons arrying out the Contaa. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. 9.4 The Conu-Actor warrants to the Owner and Architect that materiais and equipment furnished under the Contract will be of good quality and new unless otherwise required or permit- ted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform with the requirements of the Contract Documents. Work not conforming to these require- mentsincluding substitutions not properly approved and 2utho;2Q, may be considered defecuve. The Contacior's w2rranry excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insuffldcnt aWnten2rce, L-nproper operation, or normal wear and tear under normal usage. If required by the Architect, the Contractor shall famish satisfactory evidence ss to the kind and quality of materials and equipment. 9.5 Units otherwise provided in the Contract Documents, the Contractor shall pay sales, consumer, use, and other s mile taxes which arc lcg.-illy enacted when bids are received or nego- ttat:ons concluded, whether or not yet effective or merely schez!uled to go into effect, and shall secure and pay for the buLding permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work. 9.6 The Contractor shalt comply with and give notices required by laws, ordinances, rules, regulations, and lawful orders of public authorities bearing on performance of the Work. Tl1e Conmactor shall promptly notify the Architect and Owner if the Drawings and Speafic2uons are observed by the Contractor to be at variance therewith. 9.7 The Contactor shall be responsible to the Owner for the acs and omissions of the Contractor's employees, Subcontrac- tors and their agents and employees, and other persons per- foaming erfoaming portions of the Work under 2 contract with the Contractor. ALA DOCUMENT A107•ABRREVIATMOWNER-CONTRACTOR AGREEMENT -NINTH EDMON•AIA° •4Jt937 THE AMERICAN INSTITUTE of ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 WARNING Unilcansod photocopying violate& LLS. copyright taws and is subject to legal prosecution. A107-1987 6 Roof Replacement, B Street Community Center, San Rafael, CA B.4 Page 6 9.0 The Contractor shall review, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reason. 2b1c promptness, The Work shall be in accordance with approved submiruds. When professional certification of per. formance criteria of materials, systems or equipment is required by the Contract Documents, the Architect shall be enddcd to rely upon the accuracy and completeness of such ccri fiauons. 9.9 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish aused by operations under the Contract. At completion of the Work the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor s tools, construction equipment, machinery and surplus materials. 9.10 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. 9.11 The Contractor sh it pay all royalties and license fees; shall defend suits or claims for infringement of p2tent rights and shall hold the Owner harmless from loss on account thereof, but shall not be responsible for such defense or loss when 2 particular design, process or product Of 2 particular m2nufac- tu rer or manuf2cturcrs Is required by the Contract Documents unless the Contractor has reason to believe that there is an infringement of patent. 9.12 To the fullest extent permitted by law, the contractor shall Indemnify and hold harmless; the Owner, Architect, Archl- tea's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, includ- ing but not limited to 2ttomeys' fees, arising out of or resulting from performance of the Work, provided that such claire, d2m- age, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible prop- erty (ocher than the Work Itselo including loss of usr resulting therefrom, but only to the extent caused in whole or in pan by negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused In part by 2 party indemnified hereunder. Such oblig2tion shall not be construed to negate, abridge, or reduce other rights or obligations of idemnity which would otherwise exist as to a parry or person described in this Pant r2ph 9.12. 9.12.1 In clauns against any person or entity indemnified under this Paragraph 9.12 by an employee of the Contractor, a Subcontractor, anyone dishy or indirectly employed by them or anyone for whose acts they may be 112ble, the indemnifra- uon oblipuon Harder thus Paragraph 9.12 shall not be limited by a ltmitauon on amount or type of damages, compensation or benefits payable by or for the Contractor or 2 Subcontractor under workers' or workmen's compensation acts, disability benefit acs or oth, r employee benefit acts. 9.12.2 The oblig2uons of the Contractor under this Paragraph 9.12 shall not extend to the liability of the Architect, the Archi- Lea's consultants, and agents and employees of any of them arising out of (1) the preparation or approval of maps, drawings, Opinions, reports, surveys, Change Orders, Construction Change Directives, designs or specifications, or (2) the giving of or the failure to give directions or instructions by the Architect, the Archlnca'S consultants, and agents and employees of any of them provided such giving or failure to give Is the primary ause of the injury or damage. ARTICLE 10 ADMINISTRATION OF THE CONTRACT 10.1 The Architect will provide 2dmirdstration of the Contract and will be the Owner's representative (1) during construction, (2) until final payment Is due and (3) with the Owner's concur- rence, from time to time during the correction period described in Paragraph 18.1 10.2 The Architect will visit the site at intervals 2ppropn2tc to the stage of construction to become generally familiar with the progress and quality of the completed Work and to determine in general if the Work Is being performed In 2 manner indict- ing that the Work, when completed, will be in accordance with the Contract Documents. However, the Architect will not be squired to make exhaustive or continuous on-site inspections to check quality or quantity of the Work. On the bass of on- site observations as an architect, the Architect will keep the Owner informed of progress of the Work and will endeavor to guard the Owner against defects and deficiencies in the Work. 10.3 The Architect will not have control over or charge of and will not be responsible for construction means, methods, tech- niques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility as provided In Paragraphs 9.1 and 16.1. The Architect will not be responsible for the Contrac- tor's failure to carry out the Work in accordance with the Con- tract Documents. 10.4 Based Gn the Architect's observations and evaluations of the Contractor's Applications for Payment, the Architect will review and ceruny the amounts due the Contractor and will issue Cernfic2tes for Payment in such amounts. 10.5 The Architect will interpret and decide matters concern - Ing performance under and requirements of the Contract Docu- ments on written request of either the Owner or Contractor. The Architect will make initial decisions on all claims, disputa or other matters in question between the Owner and Contr2c- tor, but will not be liable for results of any interpretations or decisions rendered in good faith. The Architect's decisions in matters relating to 2CSthCIiC effect will be final if consistent with the intent expressed In the Contract Documents. All other deci- sions of the Architect, except those which have been waived by making or acceptance of final payment, shall be subject to arbitration upon the written demand of either party. 10.6 The Architect will have authority to reiect Work which does not conform to the Contract Documents. 10.7 The Architect will review and approve or take other appropriate action upon the Contractor's submittals such u Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Coniract Documents. 10.8 All claims or disputes between the Contractor and the Owner arising out or slating to the Contract, or the breach thereof, shall be decided by arbitration in 2ccurdance with the Construction Industry Arbitration Rules of the American Arbi- tration Association currently in effect unless the parties mutu- ally agree otherwise and subject to an initial presentation of the claim or dispute to the Architect as required under Paragraph 10.5. Notice of the demand for arbitration shall be filed in writ- ing with the other party to this Agreement and with the Ameri- can Arbitnuon Association and shall be made within a reason- able time after the dispute has ansen. The award rendered by ALA DOCUMENT A107 - A.BBREVtATM OWNER -CONTRACTOR AGREEMENT -NINTH EDITION - ALA@ •01987 7 A107-1987 171E AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE N.W., WASHINGTON, D.C. 20006 WARNING. Unikensod photocopying violates LL& copyright lawn and Is subloet to Ngsl prosecution. Roof Replacement, B Street Community Center, San Rafael, CA B,4 Page 7 the arbitrator or arbltrators shall be final, and judgment may be entered upon it In accordance with applicable law in any court having jurisdiction the=( Except by written consent of the person or entiry sought to be joined, no arbitration arising out of or relating to the Conuact Documents shall Include, by con- solldauon, joinder or in any other manner, any person or cntiry not a parry to the Agreement under which such arbitration arses, unless It is shown at the time the demand for arbitration Is filed that (t) such person or endry is substantially involved in a common question of fact or law, (2) the presence of such per- son or entity is required If compete relief is to be accorded in the arbitration, (3) the interest or responsibility of such person or entity in the matter is not insubstantial, and (4) such person or enury is not the Architect or any of the Archltect's employees or consult -rats. The agreement herein among the parties to the Agreement and any other written agreement to arbitrate referred to herein shall be specifically enforceable under applicable Law in any court having jurisdiction thereof. ARTICLE 11 SUBCONTRACTS 11.1 A Subcontractor is 2 person or emiry who has a direct contract with the Contractor to perform a portion of the Work at the site. 11.2 Unless otherwise stated in the Contract Documents or the bidding rcqurrcmcnts, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the .Owner through the Architect the names of the Subcontractors for each of the pnndpal portions of the Work. TT Contractor shall not contract with any Subcontractor to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. Con- tracts between the Contractor and Subcontractors shall (1) require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contac tot by the terms of the Contract Documents, and to assume toward the Contactor all the obligations and responsibilities which the Conlracror, by the Contract Documents, assumes toward the Owner and Architect, and (2) allow to the Subcon- tractor the benefit of all righa, remedies and redress afforded to the Contractor by these Contract Documents. ARTICLE 12 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 12.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's uwn forces, and to award separate contracts in connection with other por- tions of the Projea or other construction or operations on.the site under conditions of the contract identical or substantially similar to these, including those portions related to insurance and walver of subrogation. if the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such claim as provided else- where in the Contract Documents. 12.2 The Contractor shall afford the Owner and separate con- tractors reasonable opportunity for the Introduction and stor- age of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with thein as required by the Con- tract Documents. 12.3 Costs caused by delays, Improperly timed activities or defective construction shall be borne by the parry responsible therefor. ARTICLE 13 CHANGES IN THE WORK 13.1 The Owner, without invalidating the Contract, may order changes in the Work consisting of additions, deletions or modi- fications, the Contract Sum and Contract Time being adjusted accordingly. Such changes In the Work shall be authorized by written Change Order signed by the Owner, Contractor and Arctiltect, or by written Construction Change Directive signed by the Owner and Architect. 13.2 The Concoct Sum and Contract Time shall be changed only by Change Order. 13.3 The cost or credit to the Owner from a change in the Work shall be determined by mutual agreement. ARTICLE 14 TIME 14.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Con- tractor confirms that the Contract Time is a reasonable period for performing the Work. 14.2 The date of Substantial Completion is the date certified by the Architea in accordance with Paragraph 15.3. 14.3 If the Contractor is delayed ar any time In progress of the Work by changes ordered In the Work, by labor disputa, fire, unusual delay in deliveries, abnormal adverse weather condi- tions not reasonably anticipatable, unavoidable casualties or any causes beyond the Contractor's control, or by other causes which the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such ra. sonable time as the Architect may determine. ARTICLE 15 PAYMENTS AND COMPLETION 15.1 Payments shall be made as provided in Articles 4 and 5 of this Agreement. 15.2 Payments may be withheld on account of (1) defective Work not remedied, ('-) claims filed by third parties, (3) failure of the Contractor to make payments properly to Subcontrac- tors or for labor, materials or equipment, (-i) reasonable evi- dence that the Work cannot be completed for the unpaid bal- ance of the Contract Sum, (5) damage to the Owner or another contractor, (6) reasonable evidence that the Work will not be completed within the Contract Time and that the unpaid bal- ance would not be adequate to cover actual or liquidated dam- ages for the anticipated delay, or (n persistent failure to carry out the Work In accordance with the Contract Documents. 15.3 When the Architect agrees that the Work is substantially complete, the Architect will issue a Ccrtificate of Substantial Completion. 15.4 Final payment shall not become due until the Contactor has delivered to the Owner a complete release of 211 liens arising out of this Contract or receipts in full covenng all labor, mate- rials and equipment for which a lien could be Bled, Or a bond satisfactory to the Owner to indemnity, the Owner ugainst such ALA DOCUMENTA107-ABBREVIATED OWNER -CONTRACTOR AGREEMEW-NINTIIEDITION -ALAS •01987 THE AMERICAN INSTITUTE OF ARCHITECTS. 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 21101X6 WARNING UngcensW photocopying vlolatas ILLS. copyright lana and Is cubject to logal prosecution. A107-1987 8 Roof Replacement, B Street Community Center. San Rafael, CA B.4 Page 8 lien. U such lien renuiru uns baled after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. 15.5 The making of final payment shall constitute a waiver of claims by the Owner except those arising from. .1 lieu, claims, security interests or encumbrances 2ris- ing out of the Contract and uruculcd; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 terms of special warranties required by the Contract Documents. Acceptance of fit -W payment by the Contractor, a Subcontrac- tor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and ldend- fied by that payee as unsettled at the time of final Application for Payment. ARTICLE 16 PROTECTION OF PERSONS AND PROPERTY 16.1 The Contractor shall be responsible for initiating, main- taining, and supervising alf safety precautions and progruns in connecuon with the performance of the Contract. The Con- tractor shall take reasonable precautions for safety of, and shall provide re2sonablc protection 10 prevent damage, injury or loss 10: 1 employees on c� Work and other persoru who may be affected thereby; .2 the Work and materials and equipment to be incor- porated therein; and .3 other property at the site or adjacent thereto. The Contractor shall give notices and comply with applicable laws, ordinsnr-es, ries, r -gulatiorts and lawful orders of public authorities baring on sa,cry of persons and property and their protection from damage, injury or loss. The Contractor shall promptly remedy damage and loss to property at the site caused in whole or in pan by the Contractor, 2 Subcontnaor, 2 Sub -subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Subpara- graphs 16.1.2 and 16.1.3, except for damage or loss attributable to acts or omissions of the Owner or Architect or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregol. g obUg2- tioru of the Contractor are in addition to the Contractor's obll- gation under Paragraph 9.12. 16.2 The Contractor shall not be required to perform without consent any Work relating to asbestos or polychlorinated biphenyl (PCB). ARTICLE 17 INSURANCE �If, to property which may arise out of or result from dl* ntractor's opcntions under the Contract, whether ith o\dl=tly be by the Contractor or by a Subcontractor or y- • - r oor indirectly employed by any of them. This e written for not less than limits of liability s ted intract Documents or required by law, wh ever cgreater, and shall Include contncwal liab ' y itsu. able[otheContractor'soblfgatioru under angnph9flmtes of such insurance shall be file with theOr to the commencement of the Work. 17.2 The O er shall be responsible for purch g and train - mining the ner's usual liability bnsunrtce. ptionaily, the Ow may p rchase and maintain other caner for self- ✓I protection a t claims which may arise rom operation L under the Contra t. The Contractor shall not responsible for Q purchasing and raining this optio Owner's liability Insurance unless afically required by the Contra Documents. 17.3 Unless ou erw' provided, the caner shall purchase r and maintain, in a co y or comp its lawfully authorized to do business in the urisdiai located, property Insuran upon the full insurable Yalue th f Th risk policy form and shall clud Contractor, Subcontractors Work and shall Insure again coverage and physical loss or cation of coverage, theft, I which the Projea i5 Q entire Work at the site to rr,, insurance shall be on an all- V interests of the Owner, the Sub -subcontractors in the perils of fire and extended ge including, without dupli- n and malicious mischief. 17.4 A loss insured under caner' rope adjusted with the Owner d mad pay fiduciary for the t sur"I as their int est to the rcquuemcnI of y applicable c 17.5 The Owners file a copy of a tractor before an a sure to loss may oc contain 2 provisio that the policy will allowed to expire til at least 30 days' pi been given to Eh Contractor. ty+ insurance shall be ble to the Owner as 2 may appear, subject rig2gec clause. policy with the Con- .ur. Each policy shall of be cancelled or J o written notice has 01 17.6 The Own r and Contractor waive all ri u against each other and the chltea, Architect's consultants Separate con- desc ' d In Ankle 12, IC any, and any o heir subcon- tractors U i tractors, su subconlraaors, agents and employ for dam- age$ c2use by fire or other perils to the extent vered by property ' utance obtained pursuant to this Anicle 7 or any other p rty insurance applicable to the Work, ex pt such rights they may have to the proceeds of such insu a held by the caner as Rducrary. The Contractor shall require imilu waiv in favor of the Owner and the Contnctor by Su con- tact rs and Sub -subcontractors. 'fife Owner shall -quire ' i. lar vers in favor of the Owner and Contnctor by the Ar i- t , Architect's consultants, separate contractors described icle 12, If any, and the subcontractors, sub -subcontractors gents and employees of any of them. ARTICLE 18 CORRECTION OF WORK 1 c Contractor shall purchase from and maintain in 18.1 The Contractor shad promptly correct Work rejected by company o amts 12wfully suthoriacd to do _b I the Archlica or failing to conform to the requirements of the the jurisdiction mi w c Project is I urutce for Contract Documents, whether observed before or after Sub - protection from claims under or workmen's compen- stantial Completion and whether or not fabricated, installed or sation acts and o oyee benefit hick are appiic- completed, and shall correct any Work found to be not in able, r damages because of bodily inju uding accordance with the requirements of the Contract Documents , and from claims for damages, ocher than to the within a period of one year from the date of Substantial Com - AIA DOCUMENT A107 - ABBREVIATED OWNER -CONTRACTOR AGREEMENT • NINTH EDITION • AIA* -01987 9 Al 07-1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1755 NEW YORK AVENUE. N.W., WASHINGTON. D.0 20106 WARNING: Unlleansed photocopying vlotatss I.I.S. copyright laws and is subject to legal prosecution. Roof Replacement, B Street Community Center, San Rafael, CA B.4 Page 9 pletion of the Contract or by terms of an appilcabie special war- ranty required by the Contract Documents. The provisions of this Ankle 18 apply to Work done by Subcontractors as well as 10 Work done by direct employees of the Contactor. 18.2 Nothing contained in this Article 1S shall be construed to establish 2 period of limi cation with respect to other obligations which the Contractor might have under the Contract Docu- mcns. Establishment of the time period of one year :Is described In Par -graph 18.1 relates only to the specific obliga- tion of the Contractor to Correct the Work, and has no rclation- ship to the time ovahin which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time vndam wh,ch proceedings may be commenced to cstsb- lish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. ARTICLE 19 MISCELLANEOUS PROVISIONS 19.1 The Contract shall be govemed by the law of the place where the Project is located. 19.2 As between the Owncr and the Contractor, any appLi- able statute of Limitations shall commence to run and any alleged erase of action shall be deemed to have accrued: .1 not later than the date of Substantial Completion for acs or failures to act -occurring prior to the relevant date of Substantial completion; .2 not later than the date of issuance of the fora; Ccrtifl- ate for Payment for acts or failures to act occurring sLbsequent to the relevant date of Substantial Com- pletion and prior to issuance of the final Certificate for Payment; and .3 not later than the date of the relevant act or failure to act by the Contractor for acts or failures to act occur- ring after the date of the final Certificate for Payment. ARTICLE 20 TERMINATION OF THE CONTRACT 20.1 if the Architect fails to recommend paymcnt for a period of 30 days through no fault of the Contractor, or if the Owner fabs to make payment thereon for 2 period of 30 days, the Con- tractor may, upon seven additlonal days' written notice to the Owner and the Architect, terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools, and construc. tion equipment and machinery, including reasonable Overhead, profit and damages applicable to the Project. 20.2 If the Contractor defaults or persistently fails or neglects to cury out the Work in accordance with the Contract Docu- ments or fails to perform a provision of the Contr2a, the Owner, after seven days' written notice to the Contractor and without prejudice to any other remedy the owner may have, may make good such deflcicncies and may deduct the cost thereof. Including mmpetsadOn for the Architect's services and expenses made necessary thereby, from the payment then or therc2fter due the Contractor. Alternatively, at the Owner's option, and upon certification by the Architect that sufficient cause exists to justify such action, the Owner may terminate the Contract and take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever method the Owner may deem expedient. If the unpaid balance of the Contract Sum exceeds costs of finishing the xlork, including compensation for the Architect's services and expenses made necessary thereby, such excess shall be paid to the Contractor, but if such costs exceed such unpaid balance, the Contractor shall pay the difference to the Owner. AIA DOCUMENT A107 - ABBREVIATED OWNER.CONTRACTOR AGREEMENT - NINTH EDITION - A{Ae -0I907 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW PORK AVENUE, N.W., WASHINGTON, D.C. 20006 WARNING: Unitcenesd photocopying vlotetes US. copyright Is" and is subject to legal prosecution. Roof Replacement, B Street Community Center, San Rafael, CA A107-1987 10 B.4 Page 10 AFMCLE 21 OTHER CONDITIONS OR PROVISIONS This Agreement entered Into u Of the day and year first written above. O ER (sij-= 1 Mayor n1 't C er c CONTRACTOR INDUSTRIAL FING 0011PAN7 (stg-I—) MichAel Driv(W, Vice President/Secretary „w,aurle) Karen K. Driver President AIADOCUUENTAl070ABUREVIATEOOWN ER -CONTRACTOR AGREEMENT •NINTHEDITION •AIA° •O1%7 11 A107.1987 THE AMERICAN LUTITUTE Of AACHITEM. 1735 NEW YORK AVENLX MV., WASHINGTON, D.C. =4 p Q R v VE D WARNL.O: UnUconsad photocopying Yk"w us copyright laws and is subject is I.pd 1uo"cuuon. 6/89 j2AI� V, 6J��g &71-2- CITE' TTORNEY Roof Replacement, B Street Community Center, San Rafael, CA B.4 Page 11