Request for Proposals (RFP): Shuttle Stop Signage Parkmerced Development Project Implementation May 3, 2017 Parkmerced Owners LLC (“Owner”) invites you (the “Contractor”) to submit a fee proposal for the manufacture and installation of twelve (12) Shuttle Stop Signs, ten (10) located on site at Parkmerced and two (2) locations offsite. Signage design shall adhere to renderings and parameters found in Exhibit D of this document. This proposal is due May 24, 2017. I. Project Background
Parkmerced Development Project and Transportation Plan, San Francisco, CA: The Parkmerced Vision Plan will pioneer a complete transformation from an existing, resource consumptive neighborhood located in San Francisco to a vibrant, pedestrian-focused, efficient community for the future. The site is currently a 152 acre, 3,221-unit rent-controlled community with a mix of low-rise garden apartments and mid-rise towers. As part of the development project, Parkmerced will be implementing Resident Shuttle to serve the mobility needs of residents.
Shuttle service will run through the property, to the Daly City BART station and to the Westlake Shopping Center. A contractor has been selected to construct Shuttle stops located in the public Right of Way (ROW) to meet the standards outlined in the American with Disabilities Act (ADA).
For more information regarding the Parkmerced Development and Resident Shuttle, please visit parkmercedvision.com.
II. Scope of Work
A. Overview: The owner is requesting a fee proposal from a manufacturer for the fabrication of twelve (12) signs that adhere to design standards outlined in Exhibit D and the installation of said signs at locations specified on Exhibit E. Ten (10) stops are located at Parkmerced and the remaining two (2) are located at the Daly City BART station and Westlake Shopping Center
B. Contractor Responsibilities:
The Contractor shall be responsible for the engineering, fabrication and installation, of the signs, including but not limited to: installation and schedule coordination with sub–contractors, owners(Parkmerced), other property owners and property managers. Contractor is responsible for all aspects of any inspections and procurement of and payment of permits related to the scope of work. The Contractor shall furnish and install all labor, materials, tools, equipment, etc., as required to complete all work for
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the Shuttle Stop Signage project in accordance with the requirements of the RFP Exhibits (the “Exhibits”). The Scope of Work shall include but is not limited to the following:
C. Fabrication of Signage The Owner requests the Contractor to manufacture and fabricate signage to the absolute specifications presented in Exhibit D for signs located in the following locations.
A 55 Chumasero B 100 Font
C 125 Cambon D Crespi Cir and Gonzalez
E Juan Bautista Cir E. of Fuente F 355 Serrano
H Arballo & Garces I Grijalva & Garces
J Josepha & Garces M 50 Chumasero
BA Daly City BART Station WL Westlake Shopping Center
D. Installation of Signage at Specified Locations: 1. Five (5) signs are located on the private property of Parkmerced (Exhibit D):
a. Signs A, B, C, F and M 2. Five (5) signs are in the Public ROW. Installation will require coordination between
the owner and sub-contractors of the Owner (Exhibit E). a. Signs D, E, H, I and J
3. Two (2) signs are located off site at the Daly City BART station and the Westlake Shopping Center. Installation will require coordination between the Owner, BART staff and management at the Westlake Shopping Center.
a. Stops BA and WL 4. Installation is to be done by Union Labor.
E. Special Design Considerations
1. Schedule: The owner anticipates scheduling and frequency of the Resident
Shuttle to change after initial launch date to optimize operations. The Owner requests the Contractor submit three (3) bids related the schedule portion of the sign that provides the ability to swap sign schedules frequently.
a. Removable schedule Sign/Placard b. Decal/Sticker that can be removed and replaced up to once every three
months. c. Contractor proposed solution.
2. Sign Post Mounting: The Contractor shall design the sign post in a way that
accommodates installation and removal that does not disturb structural concrete.
III. Equal Opportunity Program - Local Business Enterprise (LBE)
Parkmerced and The City of San Francisco desire a strong level of participation by Local Business Enterprise (LBEs) certified by the San Francisco Contract Monitoring Division (CMD) as well as local (San Francisco) residents at all contracting tiers. As such, the Owner and CMD have agreed to a good faith LBE goal of 15% and strongly
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encourage LBE to submit the qualifications; and for Prime Contractors to submit proposals with LBE sub-consultants/subcontractors as part of their team. For a list of CMD Certified LBEs, please go to http://mission.sfgov.org/hrc_certification/ . Copy of the Equal Opportunity Program is included as Attachment F for your review. If you have any questions regarding CMD LBE certification or CMD LBE participation goals, please contact Romulus Asenloo [email protected] or Lupe Arreola [email protected].
IV. Selection Schedule and Submittal Information
Anticipated Selection Schedule May 01, 2017 Requests for Information (RFI) due 5PM May 02, 2017 Responses to RFI’s May 15, 2017 Proposals due 5PM May 19, 2017 Applicant Interviews May 24, 2017 Anticipated Selection June – July 2017 Fabrication and Installation Please Email all Requests for Information and proposals to: Nik Cherolis Parkmerced Owner LLC One Maritime Plaza, Suite 1900 San Francisco, CA 94111 (D)+1 415-314-2567 [email protected]
V. Exhibits to RFP:
Exhibit A: Proposal Form Exhibit B: Fee Proposal Table Exhibit C: Equal Opportunity/First Source Hiring Program Exhibit D: Parkmerced Master Sign Program (November 10, 2016) Exhibit E: Off Site Locations Exhibit F: Draft Contract
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EXHIBIT A: PROPOSAL FORM
Shuttle Stop Signage Project PROPOSAL FROM: _______________________________________________ (Firm Name) Please confirm that each item listed below is included in this proposal package by checking each box provided:
Firm description / overview / size Firm technical capabilities List of relevant work completed
o Client references Description of work process including overall schedule Proposed team
o Professional references o Hourly Rate per employee involved
Proposed fee structure (Exhibit B) Exception to the contract language, if any List of available additional services and associated fees Any lawsuits the Contractor has been involved in
By signing below: ✓You acknowledge that you received and understood the entire RFP package.
✓Prior to the commencement of the Services, the Contractor shall procure and maintain for the term of the Agreement insurance requirements as identified in Exhibit F.
SIGNED: By: _________________________________________________________________
Name: ______________________________________________________________
Title: _______________________________________________________________
Date: _______________________________________________________________
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EXHIBIT B: FEE PROPOSAL TABLE
Scope
Quantity Unit Unit Cost TOTAL
Pole
Pole Type 1 (GD01.01)* 12 Pole $ $
Sign
Top Sign 12 Pole $ $
Easily Removable Sign 12 Pole $ $
Labor
Fabrication Hour $ $
Install Hour $ $
Delivery 1 LS $ $
Overhead 1 LS $ $
Tax 1 LS $ $ *Refer to page GD01.01 of Exhibit D for detail
TOTAL: $
Alternates
Quantity Unit Cost TOTAL
Pole Type 2 (GD01.02)* 12 $ $
Schedule
Decal/Sticker that can be removed 12 $ $
Contractor proposed alternative** 12 $ $ *Refer to page GD01.02 of Exhibit D for detail **Include any relevant descriptions and renderings
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EXHIBIT C: EQUAL OPPORTUNITY/FIRST SOURCE HIRING PROGRAM
http://www.sf-planning.org/ftp/files/publications_reports/parkmerced/Parkmerced_EOE_SIGNED.pdf For information on becoming certified as a San Francisco LBE please visit the following website:
http://sfgov.org/cmd/lbe-certification-0
For any further questions regarding the LBE Program, please contact CMD at (415) 581-2310 For more information, please contact Mr. Romulus Asenloo at (415) 581-2320 or Ryan Young at (415) 581-2301
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EXHIBIT D: PARKMERCED MASTER SIGN PROGRAM (NOVEMBER 10, 2016)
Parkmerced Master Sign Program https://maximusrepartners.box.com/s/2z7h0ffcavox37dwkthkg1ixsboo57nx
Page Number Page Title Page Date
1 Cover Page November 10, 2016
GI General Information November 10, 2016
TOC Table of Contents November 10, 2016
4 Section 1: Graphic Drawings November 10, 2016
GD00.01 Symbols & Typography November 10, 2016
GD00.02 Colors & Materials November 10, 2016
GD01.01 AB1 Shuttle Stop - Option 1: Square Tube Pole
November 10, 2016
GD01.02 AB1 Shuttle Stop - Option 2: Channel Pole
November 10, 2016
GD01.03 AD1 Vehicular Wayfinding – Update Existing
November 10, 2016
GD01.04 AE9 Building Numbers, Dimensional - 350 Arballo Dr.
November 10, 2016
GD01.04 AE9 Building Numbers, Dimensional - 750 Gonzales
November 10, 2016
5 Section 2: Location Plans November 10, 2016
LP01 Sign Location Plan Key November 10, 2016
LP02 Sign Location Plan, Site Signage November 10, 2016
6 Section 3: Message Schedule November 10, 2016
MS01 Bill of Quantities - Phase 1: Site
November 10, 2016
NOT IN SCOPE OF WORK
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EXHIBIT E: DETAIL – OFF SITE LOCATIONS
WESTLAKE SHOPPING CENTER (WL)
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DALY CITY BART STATION (BA)
EXHIBIT F: DRAFT CONTRACT
SAMPLE CONTRACT: OWNER AND CONTRACTOR TO AGREE ON FINAL FORM OF CONTRACT
CONTRACT
Project Location: Parkmerced
Trade: Signage
Date: April 26, 2017
Project Description: Resident Shuttle Signage
Owner: Parkmerced Owner LLC
One Maritime Plaza, Suite 1900
San Francisco, California 94111
Contractor: XXX
Address
City, State Zip
(Continued after table of contents)
TABLE OF CONTENTS
CONTRACT .................................................................................................................... 1
ARTICLE I. THE WORK .............................................................................................. 1
ARTICLE II INSPECTION ........................................................................................... 2
ARTICLE III MATERIALS AND LABOR ...................................................................... 2
ARTICLE IV TOOLS AND EQUIPMENT; TEMPORARY FACILITIES AND SERVICES..................................................................................................................................... 3
ARTICLE V INCIDENTAL EQUIPMENT AND WORKS .............................................. 3
ARTICLE VI SIGNS ..................................................................................................... 4
ARTICLE VII SAFEGUARDING WORK, ETC ............................................................ 4
ARTICLE VIII ACCIDENT PREVENTION ................................................................... 4
ARTICLE IX PERMITS, UNFINISHED WORKS ......................................................... 5
ARTICLE X. LABOR DISPUTES. ................................................................................ 5
ARTICLE XI MEETINGS ............................................................................................ 6
ARTICLE XII GUARANTEE ......................................................................................... 6
ARTICLE XIII WARRANTY ......................................................................................... 6
ARTICLE XIV TIME OF PERFORMANCE; DELAYS ................................................. 6
ARTICLE XV PAYMENTS & FINAL PAYMENT ......................................................... 8
ARTICLE XVI CHANGES ......................................................................................... 12
ARTICLE XVII EXTRAS & OVERTIME .................................................................... 12
ARTICLE XVIII BONDS ............................................................................................ 13
ARTICLE XIX TERMINATING CONTRACT .............................................................. 14
ARTICLE XX ASSIGNMENTS, ETC. ........................................................................ 15
ARTICLE XXI INDEMNITY ........................................................................................ 15
ARTICLE XXII INSURANCE ..................................................................................... 17
ARTICLE XXIII NOTICE OF CLAIMS; DISPUTES ................................................... 17
ARTICLE XXIV NOTICES ........................................................................................ 18
ARTICLE XXV MODIFICATIONS .............................................................................. 18
ARTICLE XXVI PARTIES BOUND ........................................................................... 18
ARTICLE XXVII LIMITATION OF ACTION ............................................................... 18
ARTICLE XXVIII CONSTRUCTION LOAN ................................................................ 19
ARTICLE XXIX DEFINED TERMS ............................................................................ 19
ARTICLE XXX GENERAL AND MISCELLANEOUS ................................................. 20
RIDER TO CONTRACT ............................................................................................. 23
INSURANCE REQUIREMENTS FOR CONTRACTOR ............................................. 23
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CONTRACT
AGREEMENT made as of the above-referenced date, between the Contractor and the Owner for the
Project described above.
W I T N E S S E T H:
ARTICLE I. THE WORK
The Contractor shall provide certain labor, materials and equipment for the Project as set forth in the
Contract Documents (the "Work").
A. “Contract Documents” means and consist of this Contract (including, without limitation, all
Schedules, Riders and Exhibits annexed hereto and made a part hereof, any Addenda issued prior to
this Contract), and any items or documents referenced in any of the foregoing, as the same may be
modified by written agreement entered into by the parties after execution of this Contract. See Article
XXIX for certain terms used to describe the Work. If anything in the Contract Documents is inconsistent
with this Contract, the terms contained in this Contract shall control (except as may otherwise provided
in this Contract).
B. The Contractor shall coordinate and supervise all facets of the Work. The enumeration of particular
items in the Contract Documents shall not be construed to exclude other items that are necessary,
customary or appropriate for the due completion of the Work. The Contractor shall furnish, without
extra charge, all work and materials of the kind herein contracted for, required to conform the Building
to and comply with all laws, ordinances, orders, rules, regulations and requirements of all Federal,
State, County and Municipal governments, as are reasonably inferable from the Contract Documents
provided. The complete coordination and full supervision by the Contractor of the Work is of the
essence of this Contract.
C. It is not intended that the Drawings, Specifications and Details described in the Rider to this Contract
which is annexed hereto and made a part hereof (the "Rider") show or state every detailed requirement
of the Work; but rather they furnish adequate information for the Contractor to make a complete
installation. Whether specifically shown or not, the Work shall include, without limitation, all labor,
equipment, containers, materials, permits, shop drawings, documentation, scaffolding, crane, tools,
transportation, administration, hoisting, rigging and safety precautions necessary or appropriate for the
Work. The Contract Documents are intended to supplement one another, and any work or materials
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shown or mentioned in one and not in the others are to be furnished by the Contractor without extra
charge.
D. The Contract Documents are complementary and what is called for by one shall be as binding as
if called for by all. If any conflicts or ambiguities are found in or between the Drawings and
Specifications, or among any of the Contract Documents, they shall be brought to the attenti on of the
Architect, Engineer and/or the Owner immediately for resolution, but in any event prior to the
commencement of any work subject to the conflict or ambiguity. If requested by the Owner, the
Architect shall interpret the Contract Documents so as to secure in all cases the most substantial and
complete performance of the Work. If the Architect shall furnish any additional drawings or details to
explain the Work, the same shall be conformed to except where inconsistent with the Drawings,
Specifications and Details.
E. The Contractor shall be solely responsible for the means, methods, sequences and techniques of
construction and for the safe performance of the Work, provided that the Contractor shall not use any
means, methods, sequences or techniques of construction if the same shall or are likely to (i) endanger
any person or property or the Work; (ii) unreasonably cause or contribute to a delay in the progress of
the Work or a conflict with the Work of others; or (iii) result in a failure to perform the Work in
accordance with the Contract Documents.
ARTICLE II INSPECTION
A. The owner of the Building (the "Owner") and Architect and/or Engineer and all persons appointed by either of them or by the Owner may visit the site of the Project at any time and from time to time and inspect any part of the Work. The Contractor shall, at all times, provide proper and safe facilities to the Owner, Architect and/or Engineer, for the inspection of the Work or any part thereof, at the property or elsewhere, and shall, upon request, report on the progress of the Work. If required by the Owner, the Contractor shall furnish order numbers and dates on which the orders were placed with suppliers. Any such inspections shall be solely for the benefi t of Owner and shall not constitute any acceptance of any portion of the Work or Owner’s rights under this Contract.
ARTICLE III MATERIALS AND LABOR
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A. All materials are to be new and of the best quality of the kind specified unless material of an inferior
type is distinctly specified; and all Work is to be done in a first- class, workmanlike manner in
accordance with the best trade practices and under full time competent supervision by the Contractor.
The Contractor, upon receiving notice from the Owner of the substitution of inferior, improper or
unsound Work or Work at variance with what is specified shall, within twenty-four (24) hours, proceed
to remove such defective Work and make good all other Work damaged thereby. If the Owner permits
any defective Work to remain, the Owner shall be allowed the difference in value or may, at its election,
have said Work repaired or replaced as well as the damage caused thereby at the expense of the
Contractor; and neither payments made to the Contractor nor any other acts of the Owner or
Construction Manager shall be construed as evidence of acceptance, waiver or estoppel.
B. The Contractor shall, at all times and at its sole cost and expense, maintain and supervise a
sufficient work force to carry out the Contractor's obligations in full and in an efficient and timely
manner. The Contractor shall employ only fully competent, skilled, reliable and honest workers who
shall work in harmony with other workers at the Project site. The Owner shall have the right to require
the Contractor to remove immediately and permanently any employee or agent the Owner deems
incompetent or a hindrance to the proper progress of the Work. Nothing herein shall be construed as
making the Contractor and Owner joint or co-employers.
ARTICLE IV TOOLS AND EQUIPMENT; TEMPORARY FACILITIES AND SERVICES
A. Tools and Equipment. The Contractor assumes all responsibility for tools, protective devices,
clothing and other property of the Contractor's employees and shall reimburse the Owner for any sums
which the Owner may be required to expend or incurs because of claims by mechanics, labor unions
or others due to theft or alleged theft of such clothing, tools or other property of said mechanics. I n
any such case the Owner shall be the sole and final judge of the necessity of making payment therefor.
B. Temporary Facilities. Unless otherwise specified in the Rider, the Owner shall not be required to
furnish any temporary storage or other facilities and services.
ARTICLE V INCIDENTAL EQUIPMENT AND WORKS
The Contractor shall furnish all labor, implements, tools, scaffolding, rigging, hoisting, and other
equipment required to carry on the Work, in the customary and up-to-date manner, and shall do the
necessary incidental cutting of woodwork, brick, stone, masonry, plaster, cement, iron, metal or other
material for the installation thereof, and will do all patching in connection therewith; but cutting is to
be avoided where possible. The Contractor shall, if required by the Owner, do all necessary cutting
and patching of its own Work for the installation of other work in the Building. The Contractor shall,
daily or more frequently as the Owner may require, remove from the Site a ll debris and dirt caused
by the Work and all of the Contractor's unused materials and at the completion of the Project shall
leave the Work properly finished.
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ARTICLE VI SIGNS
The Contractor shall not display on or about the premises any sign, trademark, or other
advertisement without the Owner's prior written consent unless otherwise required by applicable law.
ARTICLE VII SAFEGUARDING WORK, ETC
A. The Contractor shall, during the performance of the Work, place proper guards upon and about the
same for the prevention of accidents.
B. The Contractor shall cover, protect and exercise due diligence and workmanlike care to secure the
Work from injury; and all damage or injury to the same, not caused by the Owner, shall be made good
by the Contractor. The Contractor shall pay or allow all just charges of the Owner made necessary by
damage or injury caused by the Contractor. This shall include, without limitation, all repairs to and
replacements of other work, glass breakage, and the removal of rubbish and other debris.
C. The Contractor shall not hold the Owner responsible for any loss or damage or injury caused by
any fault or negligence of any other contractor or subcontractor; the Contractor will look to the said
several contractors or subcontractors for the recovery from them, or any of them, of any loss, damage
or injury.
ARTICLE VIII ACCIDENT PREVENTION
The prevention of accidents to workers engaged in the Work is the responsibility of the Contractor.
The Contractor shall comply with all applicable laws, rules, regulations and codes, (including, without
limitation, the requirements of OSHA and the local building department or any other governmental
agency having jurisdiction), the provisions of the "Manual of Accident Prevention for Construction" of
the Associated General Contractors of America Inc. (8 th edition, as may be updated) and all standards
established by the Owner concerning safety. When so ordered, the Contractor shall stop any part of
the Work which the Owner deems unsafe until corrective measures, satisfactory to the Owner, have
been taken, and the Contractor shall make no claim for damages growing out of such stoppages.
Should the Contractor neglect to adopt such corrective measures, the Owner may perform them and
deduct the cost thereof from payments due or to become due the Contractor. Failure on the part of
the Owner to stop unsafe practices shall in no way relieve the Contractor of its responsibility. The
Contractor shall immediately replace any missing safety devices. If any safety devices are found to be
defective or if the Contractor shall temporarily remove or disable any device in order to install portions
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of the Work, the Contractor shall not continue with the Work until such devices are replaced or repaired
and made fully operational.
ARTICLE IX PERMITS, UNFINISHED WORKS
The Contractor shall promptly procure and pay for all necessary permits for the performance of the
Work which the Contractor is required to obtain, and shall protect unfinished Work and all materials
(including, without limitation, materials stored "on-site" or "off-site" and whether or not paid for by the
Owner) for the Contractor's use or uses incidental thereto, whether furnished by the Contractor or the
Owner, against every kind of damage (other than damage covered by Owner's fire insurance policy)
including without limitation, damage by the elements, until completion of the Project. The Contractor
shall promptly obtain all approvals, sign-offs and certificates required for the Work, and shall promptly
provide the same (or certified copies of same) to the Owner.
ARTICLE X. LABOR DISPUTES
A. Contractor acknowledges and agrees that all contracts will be awarded and the Owner will employ
labor directly on the Project without discrimination as to whether employees of the Contractor, or any
other subcontractor or any other persons involved with the project are members or non -members of
any labor organization. No disputes between Contractor and any labor organization or group of
employees shall be permitted to occur or be manifested on the Project. Contractor expressly agrees
to employ, both itself and through any subcontractors, workers who will at all times work in harmony
with all other workers and employed by any other subcontractor working on the Project and/or Owner.
B. Contractor agrees not to participate in, encourage, ratify, accept or accede to any work stoppage,
which may occur as a result of any labor disputes, which may arise on or in connection with the Project,
regardless of whether Contractor is a party to such dispute.
C. If a labor dispute arises at the Project site between two or more unions claiming jurisdiction o ver
any of the Work, the Contractor shall have full responsibility for making a work assignment. When
requested by the Owner, the Contractor shall make this assignment in writing within two (2) days after
the Owner's written request.
D. Should the Contractor be delayed by general strikes or lockouts throughout a trade, or should the
Contractor fail to carry out or comply with any of the foregoing provisions, the Owner shall, at its option,
have the right to terminate this Contract and to employ other contractors and/or subcontractors to finish
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the Work and provide the materials thereof, and to pay Contractor pro rata for materials and Work
already supplied.
ARTICLE XI MEETINGS
The Contractor shall, if required, appoint a representative to attend meetings at such a place or places,
as shall be decided by the Owner, in order to render reports on the progress of the materials furnished
and labor performed under this Contract and to discuss the progress of all Work.
ARTICLE XII GUARANTEE
If any portion of materials or workmanship furnished by the Contractor shall not in every way be good,
sound, efficient and well suited for the purposes for which it is intended, and such deficiency shall
occur, or be detected by inspection or otherwise within two (2) years (or longer, if so provided in any
of the Specifications or other Contract Documents or by applicable legal requirements) from the date
of the full completion of the Project (or, with respect to any "punch-list items", from the date of
completion of such items) the Contractor shall, upon written notice from the Architect, Engineer, or the
Owner specifying a fault or imperfection in workmanship or materials, promptly correct the same, and
pay all damages caused by such fault; and if the Contractor fails to promptly correct the same, the
Owner may remedy the same at the Contractor’s expense and deduct the cost and damages from any
amount then due and thereafter to become due to the Contractor, and if such amount shall be
insufficient, or if there shall be nothing due it, the Contractor shall pay the Owner such costs and
damages, or the balance thereof within ten (10) days after written demand from Owner. The foregoing
shall not limit the Owner's rights under any manufacturer's or supplier's guarantees or warrantees
which are hereby assigned by the Contractor to the Owner and which shall be delivered to the
Construction Manager (along with all manuals and other product information) on or before the
Completion of the Work and prior to final payment.
ARTICLE XIII WARRANTY
Contractor warrants that the Work shall be of a quality equal to the best done by the Contractor on any
project undertaken by it anywhere and to aid in attaining such qual ity of workmanship the Contractor
shall provide the personal attention and services of its officers and most experienced personnel.
ARTICLE XIV TIME OF PERFORMANCE; DELAYS
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A. The Contractor shall commence and complete the Work and deliveries of material in accordance
with the Progress Schedule set forth in the Rider (the "Progress Schedule") or as soon thereafter as
required by the Owner. Where the dates for the commencement or completion of Work or the making
of deliveries are not specified, the Work (or any part thereof for which no dates are given) shall be
commenced on one (1) day's notice, prosecuted and completed with all possible speed in accordance
with the Progress Schedule, or as otherwise directed by the Owner. TIME IS OF THE ESSENCE AS
TO THE CONTRACTOR'S PERFORMANCE UNDER THIS CONTRACT. No extensions of time shall
be valid without the Owner’s written approval. The Contractor shall be responsible for all direct and
indirect damages arising from delay in performing or completing the Work. If, in the opinion of the
Owner, the Contractor fails to adhere to the mutually agreed Progress schedule provided by the Owner,
in addition to any other remedies the Owner may have, the Owner may direct the Contractor to work
such overtime and/or add such additional manpower as may be necessary to comply with the time
schedule, and, if the reason for the delay is not due to causes outside of the Contractor’s control, as
outlined in Paragraph C below, all costs incurred (including, without limitation, costs of standby trades)
on account of such direction shall be borne entirely by the Contractor.
B. IN NO EVENT SHALL THE OWNER BE LIABLE TO THE CONTRACTOR FOR ANY DELAY; THE
CONTRACTOR'S SOLE REMEDY FOR ANY DELAY IS AS SPECIFIED IN PARAGRAPH C. Without
limiting the generality of the foregoing, neither the condition of the Building, nor delay in commencing
or prosecuting the Work (even if directed by the Owner), nor fault of the Owner or any other Contractor,
nor the elements, nor general strike or lockout, nor anything else, will give rise to any claim by the
Contractor for damages or changes in the Contract Price, nor shall it be deemed a valid excuse for the
Contractor's failure to start, perform or complete the Work or deliveries in a timely manner, except to
the limited extent specified in Paragraph C.
C. If the Contractor is obstructed, hindered or delayed in the commencement, prosecution or
completion of the Work, without fault on its part, by the Owner, the Architect, the Enginee r, any other
contractor employed by the Owner, or by changes in the Work, or by reason of unknown conditions,
adverse weather conditions, fire, lightning, earthquake, enemy action, act of God, or similar
catastrophe, or by an economic industry-wide strike or lockout beyond the Contractor's reasonable
control (all of which shall be deemed "Contemplated Delays") and if the Contractor shall have notified
the Owner in writing of the Contemplated Delay within forty eight (48) hours after the occurrence
thereof, and the Owner shall concur that the same is a Contemplated Delay, then the Contractor shall
be entitled, as its sole and exclusive remedy, to an extension of time for performance of the Work for
a period equivalent to the time lost (as determined by the Owner) by reason of the Contemplated
Delays.
D. If the Contractor shall delay the progress of the Work so as to cause any damage for which the
Owner shall suffer or be liable, the Contractor shall make good to the Owner and Owner all such
damages to the extent that such delay is not caused by Owner, or tenant of the premises as outlined
in Paragraph C above.
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ARTICLE XV PAYMENTS & FINAL PAYMENT
The Owner shall pay to the Contractor the Contract Price set forth in the Rider for the Work at the times
and in the manner hereinafter set forth.
A. Invoices
(I) On or before the twentieth (20th) day of each calendar month an original completed payment
application, requisition or invoice (hereinafter, sometimes referred to collectively as an “invoice”) shall
be made in writing to the Owner by the Contractor for Work completed through the end of that calendar
month. An invoice will not be complete unless it includes all items listed in clause (II) hereof. Except
as may be otherwise provided in this Contract (including, without limitation, Paragraph C of this Article
XV) on or before the thirtieth (30th) day of the next succeeding month If the Owner declines to approve
all or a portion of an invoice, it will notify the Contractor (which not ice may, but need not, be in writing)
of the reasons for its disapproval of all or a portion of the invoice within 5 days of the receipt of the
invoice.
(II) Each completed invoice must include:
(a) An accurate schedule of the materials furnished or to be furnished and Work
done (including the Contractor's estimated percentage of the Work that has been completed)
and the Contractor's estimate of the Work that the Contractor expects to be completed through
the end of the then current month;
(b) As it relates to any time and materials work, invoicing to be billed based on
contract unit prices. Back-up in the form of individual time-cards and all material and supplier
invoices for each and all goods and services will be provided upon request.
(c) A certification by the Contractor that all Work for which the application is being
submitted has been performed in accordance with the Contract Documents and that no
mechanic's, laborer's, vendor's, material man’s or other liens are in effect with respect to the
Work or any of the materials incorporated therein or purchased in connection therewith;
(d) Evidence satisfactory to the Owner that all subcontractors, suppliers and laborers
have been paid all amounts advanced for their accounts in previous progress payments;
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(e) A statement listing all claims of the Contractor, accrued or existing as of the date
of the application, against the Owner relating to the Contract Documents and to the Work; and
(f) Such other information as the Owner may reasonably request to determine if the
amount requested is proper or as may be required pursuant to the terms of any loan documents
to which Owner is a party.
The failure to include any of the aforesaid items shall be grounds for rejection of the invoice,
unless such requirement is waived by the Owner in its sole discretion.
B. Disapproval of Invoice
I. Notwithstanding anything to the contrary contained herein, the Owner may disapprove
(and withhold from any payment to the Contractor) all or a portion of an invoice if any report of the
Architect or Engineer states, the lender (if any) determines or the Owner reasonably determines that:
(a) The Work or materials are defective and the defects have not been corrected;
(b) The Contractor has not promptly made payments (i) due to subcontractors,
suppliers and laborers, (ii) for labor, including, without limitation, collectively bargained fringe
benefit contributions, payroll taxes and insurance, or (iii) for equipment or materials;
(c) The Contractor or any subcontractor, supplier or laborer has filed a mechanic's lien
against the Project, and provided the Owner has timely paid all previous progress payments (i)
the Contractor has not seen to the discharge of such lien or (ii) the Contractor has failed to
reimburse the Owner for all costs and expenses incurred (including, without limitation,
reasonable legal fees and disbursements) to cause the discharge of such lien or to compel the
Contractor to cause such lien to be discharged;
(d) The Owner requests that the Contractor give satisfactory evidence that it has the
financial ability to carry out its obligations under this Contract, and the Contractor fails to furnish
such evidence promptly;
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(e) The Contractor has caused damage to the any improvements located on the
Project site or the work of any other contractor or has delayed the progress of the Work;
(f) Claims have been filed against the Contractor or there is reasonable evidence
indicating the probable filing or making of claims;
(g) There is reasonable doubt that the Work can be completed for the unpaid
balance of the Contract Price;
(h) There has been unsatisfactory or disputed prosecution of the Work or rate of
progress in performing the Work by the Contractor;
(i) There have been erroneous estimates by the Contractor of the value of the Work
performed or unauthorized deviations from the Contract Documents;
(j) The invoice is not complete;
(k) Disputed work or materials; or
(l) The Contractor is otherwise in default under the Contract Documents.
II. In any of the events listed in Subparagraph I hereof, the Owner may, at its option,
withhold payment or make partial payment to the Contractor and/or make payment directly to any or
all sub tier contractors and suppliers of the Contractor, in lieu of making payment to the Contractor. In
addition, the Owner may withhold payment for back-charges and such amounts as the Owner
reasonably determines may be necessary to secure performance of the Work in accordance with the
Contract Documents, to assure payment of just claims or liens or otherwise to protect itself from any
default by the Contractor under this Contract).
III. Notwithstanding the approval (in whole or part) of an invoice, the Owner may, at its
option, withhold payment or make partial payment in the event that, subsequent to approval of the
invoice but prior to payment, the Owner shall discover the existence of any of the conditions described
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in Subparagraph I hereof. Such option shall be exercised by notice to the Contractor given promptly
after the Owner obtains actual knowledge of any such condition.
C. Amount of Payment.
The payment of each approved invoice shall be in an amount equal to 90% of the value of the Work
approved by the Owner and incorporated by the Contractor into the Project during the preceding month
or such greater percentage as the Owner may approve from time to time, in its sole discretion. The
total amount retained by the Owner in accordance with the preceding sentences is hereinafter referred
to, in the aggregate, as “Retention”. No payment shall be made unless all the improper or rejected
Work has been made good, and no payment shall be considered as an acceptance of any defective
Work under this Contract. Payments will be made for materials installed and materials stored on site
in a secure location.
D. Liens.
(I) The Contractor shall, before the second and before each succeeding invoice, on demand of
the Owner, submit receipts and/or an affidavit showing that payments have been made for labor and
materials and on account of all Work covered in any prior invoice. A waiver of lien shall also be
submitted with each invoice, signed by all of the Contractor's suppliers and subcontractors.
(II) The Contractor shall without any delay, cause the discharge of any mechanic's liens filed
against the Project site by any of its laborers, subcontractors or material suppliers, and shall cause
any such lien to be discharged of record within seven (7) days after the notice of filing thereof, by
payment, deposit, bond, order by a court of competent jurisdiction or otherwise provided the Owner
has made all progress payments due as of the date of any such liens. If the Contractor shall fail to
cause such lien to be discharged of record within such period, the Owner may do so. Any amount paid
by the Owner for such purpose or for any other purpose permitted by this Contract, including, without
limitation, all costs and expenses and reasonable attorneys' fees and disbursements, plus interest at
1-1/2% per month but not to exceed the maximum rate permitted by law, shall be paid by the Contractor
to the Owner on demand. The Owner may at any time also require the Contractor to furnish a bond or
other security, in a form and amount satisfactory to the Owner, as security for the payment of any such
liens.
E. Retention. The "Retention" shall not be paid to the Contractor until the expiration of Thirty (30)
days after the latest of (i) completion of the Work in accordance with the Contract Documents; (ii) the
Contractor's delivery to the Owner and the Architect and/or Engineer of (a) a written acknowledgement
of the full performance of all of the Contractor's obligations, (b) evidence satisfactory to the Owner that
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all payrolls, bills for materials and equipment, subcontractors and all known indebtedness conn ected
with the Work shall have been paid or shall be paid out of the final payment to be made hereunder, (c)
all guarantees, warranties, permits, literature and explanations required by the Contract Documents or
necessary or desirable to operate any part of the Work, together with all as-built drawings, valve charts,
wiring diagrams and illustrations for the Work required by the Contract Documents, and (d) a waiver
by the Contractor and any and all subcontractors and suppliers designated by the Owner, of an y right
to file any mechanic's liens against the Project site arising out of the Work; (iv) the Architect's or
Engineer’s delivery to the Owner of a certificate that the Work has been completed in accordance with
the Contract of Documents, and (v) the release by any lender of any and all retainage provided for in
the loan documents, if any. The Contractor hereby confirms that the Retention as provided by this
Contract is customary and reasonable.
F. Retention Payment for Phased Work. The Contractor shall be entitled to receive Retention payment
after the full completion of each phase of the Work as outlined in the Rider to this Contract and
providing all of the requirements in Subsection E - Retention are satisfied for each phase of Work.
G. Sales Tax. The Contractor shall be solely liable for and agrees to make payment of any and all
sales taxes, or any charge in lieu thereof, which shall become due and payable by reason of doing the
Work provided for under this Contract.
ARTICLE XVI CHANGES
The Owner or Construction Manager may at any time during the progress of the Work, make any
additions to, alterations in, or deviations from, the drawings or specifications or revisions without
invalidating this Contract, and the Contractor shall diligently perform the Work as so added to, altered
or deviated from. If such additions, alterations, or deviations shall result in any additional Work or in
the omission of any of the Work, then the fair and reasonable value of the same as provided in Article
XVII shall be added to, or deducted from, the amount herein agreed to be paid by the Owner; provided,
however, that no additional Work shall be considered an extra unless the same shall be done pursuant
to a written order signed by the Owner and prior to the start of the additional Work.
ARTICLE XVII EXTRAS & OVERTIME
A. Except as otherwise agreed in advance of performance, the Contractor is to perform any extra
Work, other than overtime, ordered by the Owner on the basis as elected by the Owner of (i) a
negotiated price or (ii) the actual cost to either the Contractor or to others performing such Work for
the Contractor of labor and the supplier's charge for materials plus ten percent (10%) for overhead and
profit, plus actual cost of Worker's Compensation Insurance, and any other payroll insurance. Payment
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for any extra work shall be in accordance with Article XV hereof unless otherwise agreed upon by the
parties.
B. For extra work performed by the Contractor providing temporary services or protection, the
Contractor is to be paid on the same basis as specified above, except that the markup for overhead
and profit shall be eliminated.
C. Should work outside of regular hours be requested in writing by the Owner, payment will be made
to the Contractor only for the "premium time" (i.e., the actual labor costs for said work to the extent any
premium wages are paid in excess of standard wage rates for such labor, plus Worker's Compensation
Insurance on said additional labor and any other payroll insurance). There shall be no "mark-up" on
premium time charges.
D. Any extra work performed by others for the Contractor is to be paid for by the Contractor on the
same basis as specified above. Without limiting the generality of the foregoing, there shall be no
"mark-up" or “premium time” charges for premium time work performed by others.
ARTICLE XVIII BONDS
Unless waived by the Owner, the Contract shall furnish prior to the Commencement of t he Work and
shall maintain through completion of the Work, the performance bond and payment bond specified in
the Rider.
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ARTICLE XIX TERMINATING CONTRACT
A. By written notice to the Contractor, the Owner may terminate this Cont ract:
[I] In whole or in part (as to those portions of the Work specified by the Owner) if the Contractor
shall fail satisfactorily to commence and continue to perform its obligations under the Contract
Documents, and such failure shall continue for forty-eight (48) hours after notice from the
Owner that the Contractor must cure such default; or
[II] If the Contractor refuses or willfully or repeatedly fails to carry out its obligations; or
[III] If the Contractor shall fail to pay its debts in a timely manner or if the Contractor becomes
insolvent;
[IV] If the Owner shall have reason to believe that the Contractor does not have the financial
ability to carry out its obligations under the Contract Documents, and the Contractor shall fail
to give to the Owner, within five (5) days after demand, reasonable assurances of the
Contractor's ability to perform; or
[V] To the fullest extent permitted by law, if there shall be filed by or against the Contractor in
any court pursuant to any statute of the United States or of any State, a petition in bankruptcy
or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a
portion of the Contractor's property, or if the Contractor shall make an assignment for the
benefit of creditors or petition for or enter into a creditors' arrangement; and if by reason of any
of these events the Contractor's obligations under the Contract Documents may be assigned
to or performed by a person other than the Contractor; or
[VI] If the Work is abandoned, as determined by the Owner.
B. The Owner's right to terminate this Contract is without prejudice to any other rights and remedies
the Owner may have under this Contract, at law or in equity.
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C. If this Contract is terminated for any reason, the Owner may take possession of the Work and may
provide for the continuation and completion of the Work in such manner as the Owner sees fit. The
Owner may use any or all materials, equipment, facilities, tools, machinery or other facilities acquired
or used by the Contractor in connection with the Work as long as payment for completed work has
been received by the Contractor.
D. An alternative to termination, if the Contractor fails satisfactorily to commence and continue to
perform any of its obligations under the Contract Documents, the Owner, after forty-eight (48) hours'
written notice to the Contractor and without prejudice to any other remedy the Owner may have, may
carry out all or any of the obligations, either directly or through others, and charge the cost thereof to
the Contractor.
E. If the Owner performs or causes another Contractor to perform a portion of the Contractor's Work
pursuant to this Article, the Contractor shall continue to perform the balance of its Work, and shall
cooperate fully and in good faith, and coordinate its Work with the Owner and any others performing
such portion of the Work, and shall make available to the Owner or such other person, all materials,
equipment, facilities, tools, machinery and other facilities on hand and in use for the performance of its
Work, to enable the whole of the Work to proceed in accordance with the Contract Documents.
F. In addition to all termination rights for cause under the Contract Documents, the Owner may, at its
option, by notice to the Contractor, terminate this Contract at any time for convenience (i.e., for any or
no reason) or for the Contractor's suspension of performance pursuant to a non-waivable provision of
law. If terminated as aforesaid, the Contractor shall be paid a pro rata portion of the Contract Price
based on the value of the Work completed prior to such termination as the Owner shall determine and
the Contractor shall be entitled to no other payment except as may be required by a non-waivable
provision of law.
ARTICLE XX ASSIGNMENTS, ETC.
The Contractor shall not subcontract any part of the Work without first obtaining the written approval
of the Owner; and the approval of the Owner shall not release the Contractor from any responsibil ity
or liability in connection with said subcontracted work. Any further subcontracting or attempt to
subcontract the Work and any attempt to assign the monies due or which may become due to the
Contractor under this contract shall be void and of no force and effect unless the same is with the prior
written consent of the Owner.
ARTICLE XXI INDEMNITY
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To the fullest extent now or hereafter permitted by law, the Contractor shall defend with counsel
acceptable to Owner, indemnify, and hold harmless the Owner, affiliates, agents, partners, principals,
members and employees of any of them from and against any and all claims, damages, losses and
expenses, including but not limited to court costs and attorneys' fees, arising out of or res ulting from
performance of the Work, including but not limited to claims for personal injury, property damage,
economic loss, violations of law, mechanic's liens, or patent, trademark or copyright infringement, but
only to the extent caused in whole or in part by the conduct, acts or omissions of, or breach of contract
by, the Contractor, anyone directly or indirectly employed by it or anyone for whose acts it may be
liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party
indemnified hereunder.
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ARTICLE XXII INSURANCE
The Contractor shall at all times fully and punctually comply with the terms and provisions of the
Insurance Requirements annexed hereto and made a part hereof.
ARTICLE XXIII NOTICE OF CLAIMS; DISPUTES
A. The Contractor shall give notice as provided in Subparagraph B to the Owner of any claim against
the Owner, Owner, Construction Manger, the Architect, the Engineer or other contractors, includin g
any claim for an increase in the Contract Price, an extension in the Contractor's time to perform,
damages for breach of contract, or compensation for the value of construction or services outside the
scope of the Contract Documents.
B. Notice of claim for additional compensation for work ordered pursuant to Article XVI or for
construction or services claimed to be outside the scope of the Contract Documents shall be given
before the Contractor begins performance of the construction or services in quest ion. The only
exception shall be life-threatening emergencies. Notice of claim for an extension of time shall be given
within forty eight (48) hours after the Contractor has knowledge of the circumstances giving rise to the
claim. Failure by the Contractor to provide notice within the time specified shall constitute a waiver by
the Contractor of such claim. As promptly as possible after a notice of claim has been given, the
Subcontractor shall submit to the Owner a detailed statement of claim.
C. In the event of a dispute between the Owner and the Contractor or between the Contractor and any
other person with respect to the Work (including, without limitation, the scope of the Work to be
performed hereunder or under Article XVII of this Contract), the amount of compensation payable to
the Contractor or any other provision of the Contract Documents, the Contractor shall continue to
perform its obligations under the Contract Documents without delay, interruption or work stoppage
(whether direct or indirect, and including, without limitation, Interruption of delivery of materials to the
Building), pending the resolution or settlement of such dispute (except if and to the extent that a non -
waivable provision of law provides for a Contractor's right to suspend performance for non-payment by
the Owner) and the Contractor shall diligently proceed with the Work upon written order from the
Owner, subject to any later determination of the rights of the parties. In the event that a non -waivable
provision of law gives the Contractor the right to suspend performance, the Contractor (i) must provide
the Owner written notice at least fifteen (15) calendar days before the Contractor's intended
suspension, which notice (a) shall provide in detail the reasons for the intended suspension, (b) shall
not be effective until received by Owner and Construction Manager, and (c) shall not be effective unless
it is given by hand delivery or by registered mail, return receipt requested, to the Owner and with a
copy to Parkmerced Owner LLC One Maritime Plaza, Suite 1900, San Francisco, CA, 94111, marked
attention: General Counsel) and (ii) may not suspend performance until thirty (30) days have elapsed
from the effective date of such notice and the Owner or the Owner has not cured the deficiency
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specified in such notice within such thirty (30) day period or has commenced curing such deficiency
and is diligently and expeditiously proceeding to cure the same.
ARTICLE XXIV NOTICES
Notices required or desired to be given hereunder shall not be effective unless given by hand delivery
or mailed by registered mail, to the Contractor at the "Contractor's Address" or to the Owner at the
"Owner's Address" as both are given on page 1. Notice given by hand delivery shall be deemed given
upon receipt. Notices given by mail shall be deemed given seventy-two (72) hours from the time of
mailing.
ARTICLE XXV MODIFICATIONS
This Contract shall not be modified by any oral agreement, or by an implied agreement or custom, and
no waiver by the Owner or the Owner of the provisions of this Contract shall be deemed to have been
made, unless in writing. This Contract is executed by the Owner, and shall be governed by and
construed in accordance with the laws of the State of California.
ARTICLE XXVI PARTIES BOUND
This Contract and every covenant and provision hereof shall bind, apply to and run in favor of the
parties hereto, and their successors in interest, and legal representatives. The Owner shall be deemed
an intended beneficiary of this Contract; however, nothing contained herein or in any of the other
Contract Documents shall create any obligation on the part of the Owner to a subcontractor or supplier
for payment or for giving the a subcontractor or supplier notice after making any payment to the
Contractor or otherwise. The person on behalf of the Contractor represents and warrants that he or
she is duly authorized to execute this Contract on behalf of the Contractor, that this Contract has been
duly executed and delivered by the Contractor, and is enforceable against the Contractor in accordance
with its terms. All other contracts, change orders, requisitions, releases, guarantees, amendments and
other documents pertaining to the Project must be executed by an officer (if a corporation), general
partner (if a partnership) or manager or member, as the case may be (if a limited liability company) or
other authorized signatory, and the Contractor shall, upon request, provide the Owner with evidence
satisfactory to the Owner of the authority of such signatory.
ARTICLE XXVII LIMITATION OF ACTION
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No action arising out of the Contract Documents shall be maintained by the Contractor against the
Owner (except a third party action, counterclaim or cross-claim) unless such action is commenced
within twelve months after the date on which the Contractor's application for final payment is due in
accordance with Article XV.
ARTICLE XXVIII LOAN
The Owner may assign its interest in this Contract to a lender if required under the loan documents, in
which event the Contractor shall execute and deliver any agreement or other instrument, in form and
substance acceptable to the lender, to evidence the Contractor's agreement to continue to perform
under this Contract for the lender and to do certain other things reasonably required by the lender in
furtherance of the lender’s right to secure performance hereunder.
ARTICLE XXIX DEFINED TERMS
For purposes of this Contract:
A. Whenever the Contract Documents require the Contractor to "furnish" any materials, fixtures, tools
or equipment or provide for the "furnishing" of same by a subcontractor, it shall be deemed to require,
without limitation, that the Contractor shall deliver all materials, fixtures, tools and equipment to the
Project site, with all accessories and instructions for the complete installation of such materials, fixtures
and equipment.
B. Whenever the Contract Documents require the Contractor to "install" any materials, fixtures or
equipment, or provide for the "installation" of same by the Contractor, it shall be deemed to require,
without limitation, that the Contractor shall provide all labor, tools, equipment and incidental materials
to receive, unload, count, check for damage, sign receipts for, handle, store, secure, protect, distribute,
hoist, assemble, and construct such materials, fixtures and equipment for operation of a complete
system.
C. Whenever the Contract Documents require the Contractor to "provide" any materials, fixtures, tools
or equipment, it shall be deemed to require, without limitation, the Contractor's "furnishing" (as defined
above) and "installation" (as defined above) of same.
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D. The term "full completion" shall mean the full and complete approval by all necessary governing
bodies of any and all permits issued for the entire Project, whether the Contractor or the Owner was
responsible for procuring said permits, unless specifically provided otherwise.
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ARTICLE XXX GENERAL AND MISCELLANEOUS
A. Each of the Recitals to this Contract is incorporated into the provisions hereof.
B. The rights of Contractor under this Contract are personal to Contractor and may not be
assigned without the prior written consent of Owner. Any request for consent to an assignment may
be granted or withheld in Owner's sole and absolute discretion. Subject to the foregoing provision, this
Contract shall inure to the benefit of and be binding upon the parties to this Contract and their
respective successors and assigns.
C. The use of headings, captions and numbers in this Contract is solely for the convenience of
identifying and indexing the various provisions in this Contract, and all representations, warranties,
inducements, promises or agreements, oral or otherwise, between the parties not embodied in this
Contract shall be of no force or effect.
D. If any term, covenant, condition or provision of this Contract, or the application thereof to any
person or circumstance, shall ever be held to be invalid or unenforceable, then in each such event the
remainder of this Contract or the application of such term, covenant, condition or provision to any other
person or any other circumstance (other than those as to which it shall be invalid or unenforceable)
shall not be thereby affected, and each term, covenant, condition and provision hereof shall remain
valid and enforceable to the fullest extent permitted by law.
E. All rights, remedies, powers and privileges conferred under this Contract on the parties shall
be cumulative of and in addition to, but not restrictive of or in lieu of those conferred by law.
F. Failure by any party to complain of any action, non-action or default of the other party shall not
constitute a waiver of any aggrieved party's rights hereunder. Waiver by any party of any right arising
from any default of the another party shall not constitute a waiver of any other right arising from a
subsequent default of the same obligation or for any other default, past, present or future.
G. This Contract may be executed in several counterparts, each of which shall be deemed an
original, and all of such counterparts together shall constitute one and the same instrument.
H. Each party agrees that, notwithstanding any other provision of this Contract or any rights which
Contract might otherwise have at law, equity, or by statute, whether based on contract or some other
claim, any liability of Owner to Contractor shall be satisfied only from Owner's interest in the Project.
Without limiting the generality of the foregoing, none of the members, managing members, general or
limited partners, employees, agents or affiliates of Owner shall in any manner be personally or
individually liable for the obligations of Owner hereunder or for any claims related to this Contract or
the operation of the Project.
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IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Contract as
of the date first above written.
Contractor: Owner:
XXX. Parkmerced Owner LLC
By: By:
Date: Date:
Name: Name:
Title: Title:
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RIDER TO CONTRACT
DATED March 29, 2017 BETWEEN
XXX. as “Contractor”, and
Parkmerced Owner LLC “Owner”,
Pertaining to the Buildings known as Parkmerced.
LABOR AND MATERIALS TO BE FURNISHED BY CONTRACTOR:
Per Contract Rider A, dated March 29, 2017, attached hereto
DRAWINGS AND SPECIFICATIONS:
Per Contract Rider A, dated March 29, 2017 attached hereto
CONTRACT PRICE:
Lump Sum in the amount of $xx,xxx (number) for the Shuttle Stop Signage and as further
enumerated in Contract Rider A, dated March 29, 2017 attached hereto
ALTERNATES: Per Contract Rider A, dated March 29, attached hereto
UNIT PRICES: Per Contract Rider A, dated March 29, 2017, attached hereto, which prices shall not be subject to
increase by any reason.
PROGRESS SCHEDULE:
Per Contract Rider A, dated March 29, 2017, attached hereto
BONDS REQUIRED:
None Required
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INSURANCE REQUIREMENTS FOR CONTRACTOR
Submit standard COI coverage to be reviewed by Maximus for Approval. Certificate of Insurance will also be required to meet the requirements of BART
and West Lake Mall.
Prior to the commencement of the Work, Contractor shall procure and maintain, for the term of this
Contract, from insurance companies licensed in the State of California, with a Best’s rating of A-VIII
or better the following insurance, and satisfactory to the Managing Agent and Owner.
A. Worker's Compensation insurance in accordance with statutory requirements of the State
of California, Employers Liability (with $1 Million limit of liability), including a Waiver of Subrogation against Additional Insureds. Longshoremen's and Harbor Workers' coverage shall also be included if such exposure might exist.
i. Commercial General Liability insurance which shall be on a per occurrence basis and shall include, without limitation coverage for all operations, Independent Contractors, Blanket Contractual Liability (oral or written), Completed Operations and Products Liability, Broad Form Property Damage, Explosion, Collapse and Underground Hazards (X, C, and U). The policy shall:
1. Contain limits of liability of not less than $1 Million per project Combined Single Limit per occurrence with a $2 Million Aggregate Limit. Said insurance shall not have any deductible or self-insured retention amount unless otherwise agreed to in writing by the Managing Agent in its sole discretion (and if the Managing Agent shall so agree, the Contractor shall be fully responsible for payment of all deductibles and self-insured retention amounts).
2. Provide that the Completed Operations shall cover a period of two years following termination of the Project and shall include continued contractual indemnity for the same period of time and contain limits of liability of not less than $1 Million.
3. Include (I) Knowledge of Occurrence and Notice of Occurrence Endorsements, and an Unintentional Errors and Omissions Clause.
4. Require 30 Days Written Notice of Cancellation to named and additional insured’s.
ii. Commercial Automobile Liability. Insurance, covering Owned, Non-Owned and Hired Vehicles, providing Bodily Injury and Property Damage coverage, all on a per occurrence basis. Limits of Liability shall be not less than $1 million Combined Single Limit.
b. Umbrella insurance for not less than $2 Million per project. If umbrella insurance is written by more than one company, any layers above the first one shall follow the form of the primary policy.
B. Additional Insureds; Evidence of Insurance, etc. Without limiting the generality of the foregoing, the following shall be named as additional insured:
1. Parkmerced Owner LLC 2. Sutro Management Group, Ltd. 3. Maximus Real Estate Partners, LLC
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4. Parkmerced Investors Prosperities, LLC 5. The affiliates, subsidiaries and partners, agents and employees of
each the above named parties.
To the maximum extent permitted by law, Contractor hereby agrees to indemnify and hold harmless (but not to defend) the Owner and each of the "Additional Insured Parties" named above (the "Indemnitees") from and against all loss, claims, and expense, including, without limitation, attorneys' fees, expert witness' and Contractors' fees, to the extent arising out of or connected with the negligent acts or omissions, breach of this Agreement or willful misconduct by Contractor or anyone for whom Contractor is responsible. Contractor shall not be required to indemnify any Indemnitee for claims, damages, losses, and expenses to the extent caused by or arising out of such party's active negligence or willful misconduct. Such obligations of Contractor hereunder shall not be limited by the availability, limits, or coverage of insurance carried or required herein, or required by law to be carried.
All insurance policies required under this Contract shall name the persons or entities
indicated below and such other persons or entities as the Owner or the Managing Agent
may require, as additional insureds and shall require the insurer to give all additional
insureds at least thirty (30) days prior written notice of cancellation or amendment to its
policy. The Contractor shall not start any of the Work until all insurance coverage has been
approved by the Owner or the Managing Agent or their assignee. Prior to the
commencement of the Work, The Contractor shall deliver certificates for the required
insurance to the Owner or the Managing Agent or their assignee, with evidence of payment
of the premiums thereon and, if requested by the Owner, the Managing Agent or their
assignee, certified copies of the policies, with all endorsements thereto. If the Contractor
shall fail to provide any item required hereby on a timely basis, the Owner, the Managing
Agent or their assignee may obtain such insurance and charge the cost thereof to the
Contractor. The Contractor shall furnish the Owner, the Managing Agent or the assignee at
once with copies of all endorsements which may be issued amending the coverage of any
policy; in no event however, shall any endorsement be permitted which shall diminish the
coverage or limits of any insurance required hereby.
C. Policy Renewals. If at any time during the term of this Contract any policy for insurance agreed to be provided hereunder by the Contractor shall expire or for any reason be cancelled, or if the Owner, the Managing Agent or their assignee shall deem the amount of the coverage provided for thereunder to be inadequate, or coverage for risks other than those provided for herein shall be required by law or deemed reasonably necessary by the Owner, the Managing Agent or their assignee, the Contractor shall promptly comply with the request of the Owner, the Managing Agent or its assignee to provide the cancelled or expired coverage or increase the amount of existing coverage, as the case may be, and upon the Contractor’s failure to so provide within five (5) days of the giving of notice thereof by the Owner, the Managing Agent or their assignee, the Owner, the Managing Agent or their assignee may provide therefore and charge the cost to the Contractor.
D. Insurance of Contractor's Property; Waiver of Subrogation.
a. Insurance Required. The Contractor shall maintain insurance (the "Contractor’s Property Insurance") on the Contractors property and equipment at the Project for All Risks, including, without limitation, Fire and Extended coverage. The Contractor’s Property Insurance policy or policies shall contain, in substance, the following endorsement:
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"This insurance shall not be invalid should the insured waive, in writing, prior to a loss, any or all right of recovery against any party for the loss occurring to the property described herein".
b. Waiver of Subrogation. The Contractor shall not make any claim against, or seek to recover from the Owner, the Managing Agent or the Construction Manager (if any) any loss or damage to the Contractor’s property or equipment located at the Building or elsewhere, by the perils within the scope of the Contractor’s Property Insurance, whether or not the loss or damage is due to their negligence or that of their servants, agents or employees.
c. Primary Policies. The commercial general liability insurance policies required of the Contractor by this Contract must provide that they are primary policies in any dispute, claim or action arising out of or relating to the performance of this Contract and shall respond in the first instance to any such claims, actions or disputes. Any policies of insurance not the subject of express agreement herein shall be considered excess to the commercial general liability insurance policies as herein before described. Any claims made or arising in any way from the performance of the Work subject of this Contract may be tendered under the insurance policy provided by the Contractor as herein above described first and said policy shall respond in the first instance as primary insurance for and against said claim.