HomeMy WebLinkAbout6.4 Request Substitute Sub-Contractor y �
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CITY OF DUBLIN
AGENDA STATEMENT
CITY COUNCIL MEETING DATE: February 13, 1989
SUBJECT Public Hearing: Request to Substitute Subcontractor
Pursuant to Public Contract Code
(Prepared by Paul S . Rankin, Assistant City Manager)
EXHIBITS ATTACHED (A) Letter dated January 19, 1989 from Dickman
Nourse, Inc. (DNI) to City of Dublin, requesting
approval of a substitution
(B) Letter dated January 24, 1989 from City Clerk to
B. W. Spence, President of Olympia Drywall Co. ,
providing notice of request to substitute
(C) Letter dated January 30, 1989 from the Law
Offices of McInerney & Dillon representing
Olympia, and objecting to the substitution
(D) Letter dated February 1 , 1989 to Olympia Drywall
providing notice of the proposed hearing
(E) Letter dated February 7, 1989 from Law Offices of
Aiken Kramer & Cummings (DNI Legal Counsel) to
Steve Meyers, City Attorney' s Office
(F) Declaration of Henry K. Nourse II
(G) Excerpt of DNI/Olympia Contract - Section 6
(H) Proposed Resolutions
RECOMMENDATION 1 ) Open public hearing
2 ) Receive Staff Report
�C43 ) Provide opportunity for Olympia or their
representative to provide testimony
4) Provide opportunity for DNI or their representative
to provide testimony
5 ) Close public hearing
6) Deliberate
7 ) Adopt the appropriate resolution as follows:
a) If Olympia does not present evidence contrary
to the evidence already presented by DNI, the
appropriate action is to adopt Resolution A
OR
b) If Olympia presents testimony objecting to the
substitution, the appropriate action is to adopt
Resolution B. This resolution contains
"Findings of Fact", which will need to be
completed based on the evidence presented.
FINANCIAL STATEMENT: None
DESCRIPTION Requirement to List Subcontractors
The City Attorney' s Office reviewed the request (Exhibit A) from Dickman-
Nourse, Inc. (DNI ) , to substitute another subcontractor for Olympia Drywall
Co. (Olympia) . Olympia was the listed subcontractor at the time of bid.
Section 4104 of the Public Contract Code requires bidders to list
subcontractors performing work in excess of 1 /2 of 1 % of the prime
contrac• ,.:)!s total bid. DNI listed Olymp i.-c ��.-cc. c f
-a as rac r or _*1 ps
wallboard. "
Procedure for Substitution
Section 4107 (a) of the Public Contract Code specifies the procedure to be
used in substituting a subcontractor. First, the City is required to
provide written notice to the subcontractor of the request. Exhibit B dated
----------------------------------------------------------------------------
COPIES TO: Dickman-Nourse, Inc.
Steve Meyers, City Attorney' s Office
Sue Hyler, Construction Manager
Olympia Drywall
ITEM NO. *4 McInerny & Dillon, Olympia Legal Counsel
i
January 24, 1989, fulfilled this requirement. The notice was received by
Olympia on January 25, 1989 . Pursuant to the Code, the Subcontractor must
file any written objections within 5 days. Failure to file objections is
deemed to constitute consent to the substitution. Olympia filed written
objections contained in Exhibit C which were received by the City on January
30, 1989 . The response was prepared by the firm of McInerney & Dillon, the
attorneys representing Olympia. This was within the legal time limit
specified in the Code.
State Law requires that if objections are filed, the awarding authority
shall provide at least 5 working days notice of a hearing. The notice of
the hearing dated February 1 , 1989 was received by Olympia on February 3,
1989 .
Relevant Sections of Public Contract Code Allowing Substitutions
Section 4107 (a) ( 3) of the Public Contract Code authorizes the substitution
of a subcontractor in the following situation:
"When the listed subcontractor fails or refuses to perform -his or
her subcontract. "
Also, Section 4107 (a) (7 ) states the following situation under which a
substitution can be made:
"When the awarding authority, or its duly authorized officer,
determines that the work performed by the listed subcontractor is
substantially unsatisfactory and not in substantial accordance
with the plans and specifications, or that the subcontractor is
substantially delaying or disrupting_ the progress of the
work. " (Emphasis added)
Background For Request
DNI has represented that Olympia breached their contract. As a result of
this alleged action, DNI has removed Olympia from the job. This action is
essentially a contractual matter between DNI and Olympia.
DNI' s original letter requesting a substitution, (Exhibit A) represented
that Olympia had failed and refused to perform material obligations under
its Subcontract Agreement. As stated, this included: Olympia' s failure to
proceed with Light Steel Structural Framing; a refusal to provide reasonable
change order quotations in the format required by the contract
specifications; refusal to proceed with a Field Directive on a time and
material basis; and other specified work throughout the project. DNI noted
in their request for substitution that this was causing delays in the
construction of the project .
Exhibit E is a letter . from DNI' s legal counsel, which stipulates their basis
for requesting the substitution. They have also provided a "Declaration of
Henry K. Nourse II, (Exhibit F) , which includes a copy of the subcontract
between DNI and Olympia. DNI' s legal counsel has stated that this language
stipulates that even if the work constitutes a change, the subcontractor is
required to proceed with the work until the issue of additional compensation
is determined. Staff has provided a copy of Section 6. of the Agreement
between Olympia and DNI as Exhibit G. This section relates specifically to
this issue of proceeding with the work.
The following discussion outlines correspondence between DNI and Olympia,
related to proceeding with disputed work. Exhibit 3 of the "Declaration"
(Exhibit F) is a letter dated December 1 , 1988 from Olympia Drywall to DNI .
The letter provides pricing for performing work oulined in a
"clarification" issued by the Architect. The letter specifically states to
DNI that the price of the change order must be agreed upon by both parties
prior to commencement of such work. DNI provided a response dated December
2, 1988 (Exhibit 4 to the Declaration) , stating that Olympia should proceed
with the work as required by their contract. A final response to DNI dated
December 6, 1988 was received from Olympia' s attorney stated in part, .
"though Olympia Drywall Co. , is prepared to immediately commence this work
. . . it will do so only after its December 1 , 1988 quote is accepted by DNI
and a change order is issued in the amount of $54, 000 . " As stated in the
Declaration of Mr. Nourse, Olympia has refused to proceed with work on this
project.
-2-
It has been represented in Exhibits A and E that the actions of Olympia
Drywall Co. , are impacting the progress of the job.
Written Objection By Olympia
As stated above, Exhibit C contains the written objection to the
substitution. Olympia's legal counsel questioned whether DNI fulfilled the
Subcontractor Listing requirements of State Law. They have not provided any
specific response to this issue of whether there was a breach of contract.
Their legal counsel has stated that they recognize the public interest in
completion of the Civic Center in an -expeditious manner.
Hearing Process
As required by State Law, the City Council will need to conduct a hearing.
After receiving the Staff report, it would be appropriate to open the
hearing for public testimony. Next, Olympia or their representative should
be provided an opportunity to provide additional testimony related to their
objection. The following step is for DNI or their representative to be
provided with an opportunity to 'provide testimony. Once all testimony has
been taken, the City Council should close the hearing and consider the
proposed resolutions .
Proposed Resolutions
Staff has prepared two resolutions for the handling of the substitution
request. The resolution to be recommended will depend on the testimony
presented at the hearing.
Resolution A would be appropriate only if the hearing process does not
provide any additional information, which would refute the position by DNI
that Olympia was failing to perform their subcontract and delaying or
disrupting the progress of the work. Based on the Declaration provided in
Exhibit F, DNI has presented prima facie evidence that the substitution is
warranted.
Resolution B has been prepared in the event that Olympia or their
representative present additional facts. If this occurs, the City Council
will need to prepare the Findings of Fact and further substantiation of
situations which would warrant substitution under Section 4107 of the Public
Contract Code.
City Attorney Recommendation
The City Attorney has advised that in the absence of sufficient evidence,
produced by Olympia which is contrary to the evidence produced by DNI, the
City Council may grant the substitution based on the representation by DNI
that a breach of contract by Olympia exists and, therefore, a substitution
is appropriate in accordance with Public Contract. Code Section 4107(a) (3)
and based on Section 4107 (a) ( 7 ) . The City Attorney has advised that in the
event that this action is taken, that DNI indemnify and hold the City
harmless from any actions related to its approval of the substitution. The
draft language is contained in the proposed resolution.
3 -
DICKMAN-NOURSE, INC.
BUILDERS
120 PIONEER WAY • P.O.BOX 7007 MOUNTAIN VIEW,CALIFORNIA 94039 TELEPHONE(415)9677866
January 19, 1988
RECEIVED
CITY OF DUBLIN 3 1989
6500 Dublin Blvd. JAN 2
Dublin, CA 94568
Attn: Paul Rankin
RE: DNI Project 344/170
Contract NO. 00400, Project No. 87-9
Dublin Civic Center
DNI Letter # 306
Gentlemen:
In accordance with the provisions of Section 4107 of the Subletting and
Subcontracting Fair Practices Act and in relation to the Project, please be
advised that Olympia Drywall Company, the gypsum wallboard subcontractor, has
failed and refuses to perform certain material obligations under its Subcontract
Agreement dated December 21, 1987 with the undersigned, including its continued
refusal to "furnish and install Section 05400, Light Steel Structural Framing"Steel Structural Framing"
as specified particularly in such Subcontract Agreement, its refusal to provide
reasonable change order quotations in the format required by the specifications,
its refusal to proceed with Field Directive No. 35 Rev. as instructed, and its
failure to proceed with work associated with the E&W lines, RFQ No. 65, the
council chambers, and the acoustic enclosures which has been and is continuing
to cause delays in the construction of the Project.
Your are hereby further advised that Aderholt Specialty Company, Inc. , 1557
Cummins Drive, Modesto, CA 95351, a qualified gypsum wallboard subcontractor,
is being proposed by the undersigned, in accordance with the provisions of
Section 4107 (1) (3) , to be substituted in place of Olympia Drywall Company in
order to allow the gypsum wallboard work described in the above referenced
Subcontract Agreement to be.completed in a timely manner. Accordingly, we
hereby request your approval to such substitution after the applicable
procedural requirements of Section 4107 have been satisfied to you.
Your prompt attention to this matter will be greatly appreciated and will
minimize any delay that may be caused by the requested substitution of the
gypsum wallboard subcontractor for the Project.
Very truly yours,
DICKMAN-NOURSE, INC.
Henry K. Nourse III
Vice President
HKN:kw EXIMIT A
\-
Lic.246241 A
cc: Harris & Associates, Sue Hyler
January 24, 1989
Mr. B. W. Spence, President
Olympia Drywall Company
5753 South Front Road
Livermore, CA 94550 CERTIFIED MAIL # P690217406
Subject: Request to Substitute Subcontractor
(Public Contract Code Section 4107)
Project: Dublin Civic Center
General Contractor: Dickman-Nourse, Inc.
Scope of Work: Gypsum Wallboard & Light Steel
Structural Framing
Dear Mr. Spence:
The City of Dublin has received a letter from Dickman-
Nourse, Inc., requesting the substitution of another
subcontractor. The purpose of this correspondence is to
comply with applicable requirements of the California
Public Contract Code.
Dickman-Nourse, Inc. (DNI), has requested the substitution
based on Section 4107(a) (3) . This section authorizes a
substitution, "When the listed subcontractor fails or
refuses to perform his or her subcontract." DNI has
advised the City that your firm has failed and refused to
perform certain material obligations of your subcontract
with DNI dated December 21 , 1987. The substitution is
being pursued on this basis.
In accordance with State Law, you have five (5) working
days to submit written objections to the substitution.
They should be addressed to the Dublin City Council, c/o
Richard C. Ambrose, City Clerk, 6500 Dublin Boulevard,
Suite 205, Dublin, CA 94568. Failure to submit
objections shall constitute your consent to the
substitution and we will proceed with the project.
We appreciate your prompt attention to this matter. If
you have any questions, please direct them to Paul Rankin,
Assistant City Manager.
Sincerely,
Richard C. Ambrose
RCA:kk City Manager/City Clerk
cc: Henry K. Nourse III,' Dickman-Nourse, Inc.
Sue Hyler, Harris & Associates
t,
Steve Meyers, City Attorney's Office
1
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PS Form 3811, Mai-1987 +U,S.G.P.O.1967.179.769 DOMESTIC RETURN RECEIPT
LAW OFFICES
PLANERNL;Y & DILLON
WILLIAM H. McINERNEY PROFESSIONAL CORPORATION FAX (415) 465'6556
HARADON M.DILLON ONE KAISER PLAZA • 16TH FLOOR
TIMOTHY F. WINCHESTER OF COUNSEL
ROBERT L.LESLIE U(�KI.l�VU,CALIFORNIA 9�4GIZ'36(l�) WESLEY B.HILLS
RICHARD F. RENTON
WILLIAM H.McINERNEY,JR. TELEPHONE (415)465-7100
L,RANDOLPH HARRIS
MICHAEL E.LONDON
RANDS O.WRIGHT
FRANKLIN H.YAP
MICHAEL D.VALE
ROBERT G.ZELENKA January 30, 1989
TIMOTHY L.McINERNEY
CHARLES E.TOOMBS
EAMONN P.CONLON
RUTA PASKEVICIUS
WILLIAM A.BAPRETT
DAPHNE O.GOLLIHER
RECEIVED:
JAN 30 1")"1
Richard C. Ambrose
City Tanager CITY nF DUBM4 .
Cit y of Dublin
6500 Dublin Boulevard
Dublin, CA 94568 1J
Subject: Request to Substitute Contractor
Dublin Civic Center
Dear Mr. Ambrose:
As I am sure you are aware, the undersigned represents Olympia
Drywall, the listed subcontractor for the gypsum wallboard on .
the above-referenced project. By certified letter of January
24 , 1989 , you advised Olympia that Dickman-Nourse has
requested the City' s consent to substitute Olympia as a listed
subcontractor by reason of Olympia 's failure to perform. Your
letter indicated that its purpose was to comply with the
Public Contract Code and gave Olympia five working days within
which to submit written objection. Please consider this
letter Olympia' s written objection.
Initially it is Olympia ' s position that there has already been
a failure to comply with the Public Contract Code. On January
17 , 1989, I wrote a letter to the Assistant City Manager, a
copy of which is enclosed, outlining what Olympia perceives to
be conduct of Dickman-Nourse breaching the Subcontractor' s
Listing Law. As noted in my letter, it is Olympia ' s position
that Dickman-Nourse not only failed to comply with the law' s
procedural requirements but, without the City' s consent,
removed Olympia from the project. As I am sure you are aware,
the purpose of the law is to protect Olympia against such
action, Bay Cities Paving & Grading, Inc. v. Hensel Phelps
Construction Company, (1976) 56 CA. 3d 361, 365, 128 Cal.Rptr.
632 , and the California Supreme Court has held that the law
confers on Olympia the statutory right to perform the listed
work until such time as grounds for a valid substitution are
found by the awarding authority. Southern California
Acoustics Company v. Holder, Inc. , (1969) 71 C. 2d 719, 727 , 79
Cal .Rptr. 319 , 456 P. 2d 975. I am advised that Dickman-
1 ' C
Richard C. Ambrose
January 30, 1989
Page 2
Nourse, Inc. has, without the City' s authority, had Aderholt
Specialty Company, 1557 Cummins, Modesto, California 95351,
(209) 526-2000, performing work on a time-and-material basis
for which Olympia was listed for at least the last several
working days. Under the circumstances it would seem that
compliance by Dickman-Nourse with the Subcontractor Listing
Law is already impossible. While Olympia recognizes the
discretion of the City of Dublin under Public Contract Code
§4110 to not seek remedies for the above described violations
of the Subcontract Listing Law, it nevertheless does object to .
any after-the-fact attempt by Dickman-Nourse to have the City
Council somehow legitimize these violations of State law. In
this regard I wish to bring to your attention that the
applicable case law provides that Olympia can sue Dickman-
Nourse for its apparent breach of the Subcontractor Listing
Law. In fact, the most recent case that stands for the
proposition that general contractors in violation of the law
cannot, as a matter of public policy, even put on a defense.
Dickman-Nourse was advised of this well in advance of its
purported termination. Moreover, Public Contract Code §4103
provides that nothing in the Subcontract Listing Law
diminishes these rights that Olympia possesses. While Olympia
recognizes the public interest that the City has in completing
the Civic Center expeditiously, Olympia nevertheless, for the
reasons stated above, objects to the City' s approval of the
requested substitution.
Sincerely,
Timothy F. Winchester
TFW: swe
4382 .H291
cc: B. W. Spence
Steven -R. Meyers, Esq.
Fred V. Cummings, Esq.
United Pacific
a
February 1, 1989
Mr. B. W. Spence, President CERTIFIED MAIL
Olympia Drywall Company P 690 217 407
5753 South Front Road
Livermore, CA 94550
RE: Notice of Hearing by Awarding Authority
Request to Substitute Subcontractor
Project: Dublin Civic Center
General Contractor: Dickman-Nourse, Inc.
Scope: Gypsum Wallboard 8 Light Steel Structural Framing
' Dear Mr. Spence:
The City of Dublin is in receipt of your letter dated January 30, 1989.
The purpose of your letter was to provide written objections to the
notice of substitution dated January 24, 1989.
In accordance with the provisions of Public Contract Code Section 4107,
a hearing will be conducted by* the awarding authority on the prime
contractor's request for substitution. The hearing will be conducted a
the City Council meeting on Monday, February 13, 1989, at 7606 Amador
Valley Boulevard (Dublin Library). The meeting begins at 7:30 pm and
this item will be included on the agenda as a public hearing.
City Staff will be preparing an Agenda Statement and Staff Report.
Typically, these are available on Friday morning prior to the meeting.
If you have any questions, please feel free to contact me at 829-4600.
Sincerely,
Paul S. Rankin
PSR:slh Assistant to the City Manager
cc: Henry K. Nourse III, Dickman-Nourse, Inc.
Sue Hyler, Construction Manager
Steve Meyers, City Attorney's Office
McInerney & Dillon
®SENDER: Complete Items 1 and 2 when additional services are desired, and complete Items 3
SENDER:
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PS Form 3811,Mar.1987 •US-CLRO.1981-IM268 DOMESTIC RETURN RECEIPT
ORBIT
1
A,
FRED V. CUMMINGS LAW OFFICES OF BENJ.R.AIKEN 1870-1955
RUSSELL L. BARLOW
JOHN A. HARKAVY AIKEN, KRAMER & CUMMINGS
BAUER E. KRAMER
MING W. CHIN INCORPORATED
BRUCE O. HEROLO BENJ. R.AIKEN,JR.
ELIZABETH M. EIIGH ONE KAISER PLAZA, SUITE 550 RETIRED
MATTHEW F. GRAHAM -
OAKLAND, CALIFORNIA 94612-3629
SUZANNE WYATT
STEVEN J. CRAMER TELEPHONE (415) 834-6800
PETER SCHWAB TELECOPIER (415) 834-9017
February 7 , 1989
Steven R. Meyers
Heyers, Nave, Riback & West
Gateway Plaza
777 Davis Street
San Leandro, California 94577
Re : Dublin Civic Center
Request of Dickman-Nourse Builders for substitution of
Aderholt Specialty Company, Inc. for Olympia Drywall
Company as gypsum wallboard subcontractor
Dear Mr . Heyers:
lhlils farm represents DiCr.:Man-Nourse Builders with respect
to the requested substitution of Aderholt Specialty Company, Inc.
for Olympia Dry,.aall Company ( Olympia) as cy11sum wallboard subcon-
tractor on the above-referenced project. We are advised by the
City t1anager of the City of Dublin that you represent the City of
Dublin. We have been advised by the City Manager that he would
like as many issues as possible resolved prior to the City Council
Meeting . Toward that end, we submit to you herewith the declara-
tion of Henry K. Nourse II.
The attorneys for Olympia have sent two letters to the City
outlining their position in this matter, dated respectively,
January 17 , 1989 , and January 30 , 1989. In the first letter,
Olympia claims that Dickman-Nourse violated the subcontractor
listing law by demanding that Olympia perform light steel structural
framing under section 5400 , "work for which not only Olympia was
not listed but for which no subcontractor was listed" . This
allegation is based on the assumption that light steel structural
framing for the interior walls is not work which would normally be
done by a drywall contractor, an assumption which is contrary to
the fact , as shown by the declaration of Henry K. Nourse II. There
is not room on the subcontractor listing form to spell out in
detail everything that each subcontractor is required to do. Since
this is work normally performed by the drywall contractor, the
.listing and the subcontract are proper and lawful .
Doff
Steven R. Meyers
February 7 , 1989
Page Two
In the second letter the attorney for Olympia claims that
Dickman-Nourse ' s action in removing Olympia is the very action
which the subcontractor listing law was written to protect against_ ,
citing two cases. Neither of those cases involves the removal of a
subcontractor who refuses to perform his contract in accordance
with its terms. In fact the second cited case, Bay Cities Paving v.
Hensel Phelps , 56 CA3rd 361 is supportive of Dickman-Nourse ' s
position that although the section 5400 work for exterior walls was
sublet to Jones & Bridges, a subcontractor not listed, Olympia has
no standing to contest that (other than simply to throw mud) . Under
section 6 of the subcontract, even if the work constitutes a
change, Olympia is required to proceed with the work until the
issue of additional compensation is determined. Dickman-Nourse is
unable to function to complete this Project with this subcontractor,
because of the subcontractor ' s violation of the subcontract . Under
those circumstances, failure to consent to the substitution will
put Dickman-Nourse in the position where it cannot cor,iplete the
Project without either doing the work itself , which would be
inefficient , or paying to Olympia whatever it demands .
Please advise if you wish additional information.
Very truly yours ,
Fred V. Cummings
FVC :ne
Enc.
cc: Richard Ambrose
Harris & Associates
Timothy F. Winchester
7.
BEFORE THE CITY COUNCIL
OF THE CITY OF DUBLIN
In the matter of the request
of Dickman-Nourse, Inc. , general
contractor, for the substitution of
Aderholt Specialty Company, Inc.
for Olympia Drywall Company as
Gypsum Wallboard Subcontractor
pursuant to public contract 'code
section 4107( a) ( 7 )
DECLARATION OF HENRY K.
NOURSE II
I , Henry K. Nourse II , declare:
I am the president of Dickman-Nourse, Inc. ( hereafter called
" Dickman-Nourse" ) , which is acting as general contractor with the
City of Dublin for construction of the Dui)lin Civic Center project
( Ilere4, naf ter csl.le(-' file "Project" ) .
From 1945 to 1955 I was employed as a construction superinten-
dent Ear Clinton Construction Company, a general contractor. In
1955 I became vice-president of Engstrum ar :•ourse, a general
contractor, and acted as such until 1981 . T became president of
that Company in 1981 , and acted as such until 1985. I became
president of Dickman Builders , which has changed its name to Dickman-
Nourse , Inc. in 1985, and have acted as such since that time. In my
experience in the general contracting business it is customary for
the gypsum wallboard contractor to perform all framing work that
supports gypsum wallboard , except where the framing is wood. In
particular, referring to the Project , in my experience it would be
customary for the gypsum wallboard contractor to perform all light
steel structural framing other than the light steel structural
framing of the exterior walls (which support a lath and plaster
system, aluminum panels , or stone facing rather than just gypsum
wallboard ) .
Attached hereto as Exhibit 1 is a copy of a portion of the
list of subcontractors submitted by Dickman-Nourse to the City as a
part of its bid for the Project work . As shown thereon, Olympia
Drywall Company ( referred to therein hereinafter as "Olympia" ) was
listed as the subcontractor to perform work described as "gypsum
wallboard" .
On May 17 , 1988 , Dickman-Nourse and Olympia entered into a
sul)COntraCt agreement whereby Olympia agreed to perform the gypsum
wallboard work on the Project . A copy of said agreement is attached
hereto as I::xhihit 2 . The description of the wort: contained in that
.c;ubcont:r.-act was prepared by Dickman-Nourse to include the section
5400 l :icallt Steel. stl-uc.tura.l training exC.lu(3incj the light steel
FIN11 F
structural framing at exterior walls. At no time prior to execution
of the subcontract did Olympia claim that its bid did not include
the section 5400 light steel structural framing for interior walls ,
nor did it make any objection whatsoever to the description of its
work as contained in the subcontract agreement.
Olympia was unable to obtain a bond for its work, which would
have authorized us to replace it as subcontractor for the Project,
but Dickman-Nourse waived this requirement in March of 1988 .
In or about October of 1988 Olympia first indicated that it
had a dispute with us regarding its scope of work. At that time
we offered to Olympia and it agreed to arbitrate this and any other
issue arising under the subcontract. On December 1 , 1988, by
letter (a copy of which is enclosed as Exhibit 3 ) , Olympia
indicated to us that it would not do any 05400 work (even on
interior walls ) without a change order. By our letter dated
December 2 , 1988 ( a copy of which is enclosed as Exhibit 4 ) , we
advised Olympia that it was required to do the job and demanded
that it proceed. By its counsel ' s letter dated December 6 (a copy
of which is attached as Exhibit 5 ) Olympia acknowledged the agree-
ment for binding arbitration of the issue but stated that it would
not proceed with the work without a change order under which
Dickmmin-C'lourse would agree to pay for the work . Olympia has since
Uiat date consistently maintained that position and refused to
prc)ceed with this work .
The second area in which Olympia has refused to proceed and
delayed the progress of the work is the construction of the
accoustical enclosures and the surface-applied trapeze support
system as described in field directive 35. Olympia quoted a price
for the trapeze system which the City (we believe reasonably) felt
was too high . Olympia was then instructed by Dickman-Nourse (at
the City' s request) to provide the trapeze support system at one of
the enclosures on a time and material basis to try to get some
evaluation of the cost. This instruction was given in December.
Olympia refused to do the work saying that they would not proceed
without a change order agreeing to their price for the work .
I declare under penalty of perjury that the foregoing is true
and correct.
Executed at Oakland, California, this 7th day of February,
1989 . /
i
HENRY K. NOURSE II
SUBCONTRACTORS (Continued)
NAME ADD_ RESS WORK
,4 Gf/cc� / -
.l e.i n e i1-n� �• ��
y Svc lt�,4•,4v�
i7
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.3%
00300 : Proposal -11- 10/15/87
Project No . 87-9
Dublin Civic Center
i
I C K M A N-NOJ'aSI*:, INC i D
• 120 PIONEER WAY
MOUNTAIN VIEW, CALIFORNIA 94041
TELEPHONE (415) 967.7866 3A44/902
Lic. a246241A .�Lc "ITIA 0R7*,i,fAL1P D`.J--4l
RECEIVED
RECEIVED MAR 11
M{1Y 1 'W) 193
SUBCONTRACT AGREEMENT DICKMAN-NOURSE
DICKMAN-NOURSE
THIS SUBCONTRACT, made and entered into this 21 day of December 1967 , by and between
I)i ekflan-Nourse,Ir1C. a California Corporation, hereinafter called "Contractor" ;rnd
OLYMPIA I WaIALL COMPANY
5753 So. Front Roach CONTRACT RELEQ�
Livermore, CA 94550 C��
(415) 443-247..4A
hereinafter called "Subcontractor,"
WITNESSETH
- -
•WHEREAS, Contractor has entered into Contract No. 00400; Prrject. Pdo. 87-9 with
City of Dublin
6500 Dublin Blvd.
Dublin, CA 94568
(hereinafter called "0wrier") for the construction of
Dublin Civic Center Pr0j pct
6203 Sierra Court
Dublin, CA
which contract, together with any addenda, supplements, amendments, changes cr ;:clditions thereto is hereinafter called the "Generai
Contract," and
WHEREAS, the parties desire to enter into a subcontract whereby Su b,c.:,.tractor shall untleitake the performance of a part of
the work to be done under the Genera! Contract, un the tens.; :,:,d conditions hcit:w:.lu:r set forth.
NOW THEREFORE, the parties agree as fullu•::s
Section A. SCOPE
Subcontractor agrees to furnish all labor, services, materials, installat:.,;t. cart.ipe, hoisting;, supplies, insurance, eqU pnbent,
scaffolding, fuels and other facilities of every kind and description required for the Aron:pt and efficient execution of the work described
herein and to perform the work necessary cr incidental to complete the part of III(:General Contract as set forth below, to the satisf2Ltion
of Contractor and Owner, or its agents, all in accordance with the terms of the (,r)eral Contract:
Furnish and install Section 05400, 1,ight Steel. Strtic:tLlal Fram:ina, Section 09100,
I•lptal Framing and Support Svstems and Section 09250, ice'(::>•:;n Y1311.board, complete in strict
accordance with contract dccuments and Addendas 1, 2, 3, ;,d 4 . Conr.rdct is for base bid
and Alternates 1, 2, and 3a.
14ork specifically exciuded from this contract is: l `�!'I-:t ,;t-.ructkiral frame at
?xt.erior walls; thermal and sound batt .insulation; noun :iul:ul cov�.:ru >-.er Scctiorl (J9545.
INSURANC ..: Refer to ,:cr No. 9. C:ua:(fir-tier
.r•rt.ificates of insurance )_inr to final oxecution of
BONDS: This Agreement-. is contingent upon DNI appruv.:li or Payntt,,nt: & Performance Bonds.
,`NI will pay actual costs, not to exceed 1.2% of Contraci_. _>rice.
Regardless of the provisions in the general Contract, Subcontractor shall fun,ish and pay for its layout, backir.�, testis;;,
.caffolding, planking, heat, power, Itl_,itts, offices, sheds, tool house. water, telepha .e. ladders. :.tsg,ing, runways, temporary cover and
protection for work to be performed tinder this Subcontract.
Section B. CONTRACT PRICES
, . sales faxes axl$(��()ra��r a es he Sub o c r fqr th $ rict pertgqrm5r, fri=vl,. srludini
the sure of ( QQrZc HL1r ixt:V J1 ; 3nC t �
�:t!! :
Price includes all applicable ta:ieS, Eees, iM: 111:allce, and license_
subject to additions and deductions for changes in the work as may be at;reerl up,m. ,wd to nmk(, Ibaynrent in acandance v:ttb the 1',r,
sbent Schedule, Section C.
Section C. PAYMENT SCHEDULE
Within fifteen (15) days after Contractor reccrves a progress; paynrect ;:,,:n C%vnrr under the General Conti;:,-t. Contracaor
shall pay Subcontractor an amount cegual to 90"', of the v,,lue of labor and n ,,t,r...; . ,,:corpuiali•d in the constructiuri by Suhcuntr,:ct ,r,
:IS estinbated by Ube Owner or his al,ent, to the extent of Subcontractor's niter!:.; t:. r,. a, Its Ill'! allb;re!ale of previous p.ryments. I hr
rrnbaubing lO^• due Subcontractor shall be retained by Contractor until it receiv,,.Fs,bl pUymc,nt front Owner, but not less th;tn thirty five
135) days after the entire work required by the General t:ontrat:t Itas been hilly .:::;;J leted ur accordance (vitli its ter'nbs an,! Ims been
delivered and accepted by Owner and Contractor. The acceptance by SubcnntraCtc)r of 1111111 payuu nl hareundet shall constitute a releasr
by Subcontractor in favor of Contr,w tu1 and its surety of all claims al;ainst Owner, c'.nbtraclrjr and its surety arising; under or by virtue (if
this Subcontract• except any clainbs previously subnbitted m writing; by Subcontra..fur. If Contractor sh:bll require it, Subcontractor shall
durnisia ptryroll affidavits. receipts, vouchers, releases of (:!,mns for labor, shat,r .r' .end stitwonirac.lors performing, work or funtishnbr;
materials under this Subcontract, ali in Tomb satisfactory to Contractor, and it is;::,Wlk, f that no paynuvnt hereunder shall be shade, except
at COMIZIOL)CS option. until such d,-;c- nbrnts have been fuuusbecl. No payment to Sun;,::rtr,wtm <..Icrll unerate a.: approval or acceptance of
defective wr:rknbanship or matetrials. As lri:hveen the parties hereto, the e:hlnat,•. ,,! Cv.ner. (,r(,I ('untractor if Owner nial,cS nu set>aratr
estbnbate, as to the anbount of work done by Subcontractor ahall be final and I n:d;::•. , n SL11)(.ontlact.w. bb the event of any overpaynbents,
Subcontrador shall Immediately rennbursa Contractor fur any such overp;ryrnrnt':
The c.r)l l;alion of Contractor to make any payment to Subcontr.1ct,11 ;,rwunder, or to pay fur extra or changed work or ain.
claim by SUbcuntt,c-.tor for idditi0n.11 conrl,ensatiun, is su'?j,-cl to the con(ditios pr:,r,?rnt uI p,aynwnt by Owner to Contractor tharefor.
Section D. GENF.RAI. SUBCONI'RACI CONDIHONS
phis subcontract is subject to the General Subw ontract Conditions at:.:shed hereto ;end by this reference Wrack! a part herein
as though fully set forth herein.
Section l:. ADDITIONAL TE:RNIS
Additional terms and conditions, if ,any, are attic livd hereto, identitio.1 ii,-. pages K i del. Ill to Rider 41.1 and
by this reference made a part Thereof as though fully set forth herein.
IN %VI INFSS WHE:RFOE: the p;brbrs treret, 'b;eve e>,,ruted this Suh:(tract as of the day and year first above written.
-NOURSE, INC.
1246241A
I A 11. 1.1 C I.f,IS I. I,
(Signature)
v�ce President
HY. (Title)
1 1 iLE:
DATE:
DATE: "Contractor"
U D c 0 111 ref.I U I
CONTRACTORS ARF. REQUIRED BY LAIN 10 BE I.ICENSF.D Art[) I(EGIII.AlED BY THE COW
rRACIORS' STAII. I ICI_NSI- BOARD. Arly QtjEsTimis Cor.l(,',i RnING A C(,)r,III(ACTOF? MAY
2E REFERRED In 1FiE. REGISTRAR OF 1lIC BOARD WIIOSr fd)IMESS IS
CONTRACTORS' STA-IF. LICENSF f3hAIZI)
1020 N STREET
SACRAMENTO CALIFORNIA 95814
GENERAL SUBCONTRACT CONDITIONS
represents tilzit it IjaS examined the General Contract and
EXAMINATION of' SIT17. AND GEI,lf IzAl. CONTRACT: Soj)cr)ntractor,, invest
ainte(I wit 11 1111, lot, s;.t(.- conditions, that it lias 111adt.
a stjtejj-,unts or information made
is famill'If with tit(.. terms and al"I 1!' 11111y '"ll I;q epresentotioi'S,
tons essential to it iiiii onderstand"Ilt Of tIll., worlt ff.(IljirL;(l lInd is riot telyirij,,oil.1 'some "pull-slijility for the woik.
or furnished by Contractor; and, 15 I)etween the parties lleretO. Sobcolltractur will is, ()Is, equipment, and incidentals for
WORKMANSHIP AND MATERIALS: Stjhcontractor shall furnish and pay for all 1,11191r, inati.ri-&;. to
2. performance of this Subcontract. Subcontractor sicil; turnish j,11 samples, drawings, schedules, lists,
satisfactory perfo at sucl, tilnes 11id in t�ucll q'WrititieS all Shall be required in coil-
the complete and 5 ther information I collIplyi,11, witli tire m(plirenlents
test reports, certificates, warranties. Manuals Or 0 ubcontractOr (if to
I rtes{ApprOV31 Of any thereof shall not rolieve S 11 Ile pt:ifurmed by SIII)c0otl*3c(ar 111 a neat,
I and this Sub(-.01111`�ict. All work shil
nection with the w( Ill.itCl skillful arc
and conditiOns Of tile Gelleral Coritilt for its intended ose t)atII a-, tt) worhmallsl 11-1 Xld ly comply with tile
workmanlike Inanner ind shall be , the miterials 111:1 t!le V.cn� pelforilled will ct s its work
INSPECTION: S ibcontractor guarantees that
3. GUARANTEES AND tract, and stiall be s3tisf3ctOrY to Owner and C;,.:itractor. Stibcontractor fijth�!r guarantec
General Contract and tilis Subcoll ral Contract. P0 jiud and work poifol-IllEd shall at all
s okay be specified in tiie Gene -.t its k;,-jn xpensc provide safe and aL equate facilitiet;
10 such extent and for such time a c.1il)contractur S11,111
times 1)0 subject to inspection by Ovim and Contractor. to tae shoj;s, factories or pieces of general of So[)-
Inspectlol). ;Illci shall afford full anti free aCCe',S to Contractor and 0 determine the general condition
for such -ill,j material SUPPIlels I` 1115Pec t the work eras -0 IMNJIS, "I'd to d per or defective,
contractor and its sobcontr3ctors itrictor to he in,I)IO -
e%,ork. It allY P-I t k�j the work or any lj,.,toitals are detentimed 1,Y 0*r-1-1 (�( (-111 730I)COntrilLto al
and pro!,ress of tit -joik or oil nr beloit! f;I.1.11 Inspection csrdijiio;�.Xly jjpfjIli:,IId0 i!,U.irantee pilliod, ' r sit
t, of and r(�plzjce or
either durinp per!c)r 1113nce of tile % to (I() so, It S1,I)cotiti,ictor s oxi)("Isil, relliuve. dispos
IrnmedintelY uPoll bempt notified it, viriting hY Contract()'
,111 (it-fective iIjjjt,fjaI and workm3ilsilli). -tit drawings, -it
specifications, gener,
otherwise correct. GENLRAL cori r;iACr: The Gene ra• Ct'lltract In its entiluty. 11101 hedtlics, .1(1,jenda, amend(lie,its. chUllge ordits.
ASSUNIPTior4 f")l conditions and provisl,)16- m3nuals, Cuntradkir prow,-St. Sc C
and special cOrl(ii rated herem al� tIAW-111 fLI11Y forth it�reirl. subcontrictor shall he
to ne issiled, is herehy 111corpo er to tile same extent as Contractor.
and extra work orders issued anti Jkl Illy intetpret�ltiofls. ',Il;llgs or decisions tt,,,:i(morider Ly 0....-n unied by Cofiti-actor towmd Ol.-aiCt
t1`ct at sl'k),isitics. dUties ind ublipMions 3ts
bound by the Cit'ller,"I C ott.ictor all liobiliti,:S. fl- I to Owner under, tht� G(
Stjt,,:orilri!ctc)r ioni"llet, toward tl j,,jje lielemider. All llills alk,j relliedles resurvel:
Contract with I SPOCI to tile 'volk to 11
under the Gerieiol (I by
ill all dealim.1,s %ill StIt,i;u!ItiaLtU-
eral Contract sh•-.11 be .1vailoble I-! "Ild POsS'_'s'�e t it Is hilly and qualified as 311 expert to perforsil
5. INDEPI-ND[Al CONIRACI'OR: Subcontractor represelill, tit:' r lil,,.anized and fillanCed to 0!11`1111 stlo'll
i�s or viork pro-jidt-ti for lielt-111 and th'tt it is P opelly licolil'. c(illipIlVd,
the class or clas�. ;, :L ts allki shall()I)erate is licensed indepellLICilt co"I
work. Subcontractor silill Imam c: I ts Own operations lit retinder illid warrants it-,I
tractor and not a5 -it, jt,,ent of It to 1)e peiformed or
6. CHANCES AND EXTRA WORK: by v.,ritten itder to in,"K0 i1flY chanpe• addition, f,�(joctiojj or deletion in the i 11 CoillpensatIL'Il
!1I ap
(a) Contractor reserves the ligill j,jer this SLI!)contract. -fld Contractor sl"911 111 ;Idjostmenl therefor
ol,sterials to be furnished tit ,!ree vvitll lily such it Shall j'nvc. vJ01111
UpOo Ill
and time for peflomiance of the SUbcoliti.-Ict if SubcontiacLor sit, iiustillent silall be aUreed
ch easier,
written notice thereof to COIltMCt0l` 'I any-further ac iereement.
ten (10) day 5 CII.-Ini�ed J)(1.11(fillg SLICII
S of receipt of sit ceed with tile
I -ties theret,--, t)ut Subcontractor simil pro ( or ktC!L`ijfjS. In tile work to be performed here-
(b) writing by ti t% par nisi
3 iditions, 'ictorvjill perform the work i's'C(Illll
it Owner sti,1.1 order any or extra � !ilk:er,Sjjl)conLr,
Ssificatioll of to I)C perlornied llel�-k
Wider or v.illiin (tic., peller3l 1il 111c lies aolee. 11 the pal'tiCs We unable to
- 10f performance ,liall Its' 1, P,!r
and any a.1,s.I stilip.ilt in coljjp�!,,sition or lit tilv, SlIjIll ..ivc!L)rL-mlpt v:rittoln Il)tjce tlierr,.Of t�)CIitiactur. The all,r)"Ilt )f
stilickintmclor shall c0l"PlY
Subcolltr.),:Iz)( shall nevertheios,,; proceed with MIC11 a y O%vner.
0 1.,�nt allov;vO 1)
mly ill tit,: E' ill the Gelioral ('011tl',Ict or 10(jillWd by tit(' (J`-Jnel- 11
coinpeos.itI, the tine` kit performance shall ration, coll'.1illed
Willi and be hound by any claims proce.dkife, inchi'll j, orbit
' 11, )r oth,�rs, deters milat on lis t0
any Clain' of Subcontractor is presented to 0la-101 t0ltutller �vltll cla'n's ill
y by Uwner sh.-ill 1)e bil"Imp and cOljcl;I-_i...! Lin shall hL alics"ved 1)",
Stit)contr�ik-lor's share of at or otherwise,�J,
tljj,r I,, extra labor or ovitert, ; �,tvk%ll
(c) Nt) clalm !,it additional coil,PellsatiOrl- whether - -)lilt It . �� .
Contractor ,Is favor of Suocontraciol unless witlill! tL'Il (10) (10V`_� "it'.' cl. U-IM, olls.1 ck:;Ilditwil-� of this
,,)tljl �lj SUi,jl:C!
written nctiCO 0I its Clain'. Any such extia, chilllli�t:0 ol 'Iddit
Sk,L)rontr,ict subcoliti;wtor
ER OF PURFORMANCI, I'mie is ut t St"" ly frolls timc to llnit,
7. PROGRESS 01 ll*,10RK AND ORD M; !k I I ill'
. notif tell by Colltractol, sli-Ill Per fk)f Ill fl' '(I the of ("wtt.ictol '11;'I
work Upon being '-till 1 t 'l,li!
peitorm ""1111'etloll all %%')rk t" !A11,11110S
:,hall contintle to -;011�1111:11t, ill, .11� it
Ow lit t,ll Subc,liltloc tm shall at ill limes fill 111sh .rill 11.1vt. '1vaiLlble sutflij�11, m.•I 11h.l. tot l,11,111 klot
ILII'Ill the Work lit Ilw t1ol., 1, :,; V,! :W(itilt"; 11 Cl;
\-dorkmei) to PIJ Of tilt! Collh.-
neCt's aryl ollsil,lctm sh'i lt 111 ti:;..
Stil,k tractor, o-11 QxP011"le al"! "'I :. '';O:*:"""�,i".(Iili,-..�,.�:,ill),
.1"IdItional shifts. Or Strait expedite tile. fulmshinp )I dS tO r1h."t A th'.t if III ,Alicls So
COOI)k:1,Ite v.,Itll (,.011tr.lctor and otliors em�,Wed so %%o:k kill tit,: Project w.l .;!,Ih c:Ith
f1cient �jjloi �:jnipletiml of tit(! "iltlit! work. It tit,, "': by Ski hculltr�jctur 1�
facilitate the uI 1 ',)1 1113LO.Iiak-, (oill."k,-1 .)iAlactlil by kindest.
to or kjL�PCI1001;t 'Illy c)tll,, iti.111 of \vnit-, perfoill, pt,w e. j:1.1 �J .; ; 0.11-11" Colltt.lct,�l ;uf
()It,e, ,,,(,Is 11ril l,:Iti,-,i.j,:t�.,.,, ac,.c ct�nti w1
poitc,1111 its V-11 . . . front,Oils dofe.cts t1w:,"ll. i.wIllflet'. ol (it the prellllt":�,
tlo[lLll collipensatioll or for d,w.�,,,Cs resultitill 0 .(lilt 11'C lk I %tili(:11 tti�l venous 1)�11(1011l, l�l 11
le I ',n(I Sjj,)jj ljjVt� tit,, 1:111t to detelillille stit3colltractols'111d. ill LIC1101,1i,
which the work is to be Per for" work t;contractor oliioll)�
work shall be installed or the pliority of the It tors �:.l tho plemiSc, Sutwolluol sll�lil Jtll iul;l�
'011
all ill•itter" re'sj)eCtiolt the tinjilly .111(i Ordeily (:01ldtWt :I lil``of" of 11,0111 Icriiiiii,itlo" ol
its Work as 11-C111 required SO tll.lt the plemises sh�lll It 1!1 till)e.1, Ile rlo.in :1Y
titllitiCS .1t1d l,W1llt-l-
'("'love ci Ill 1100d col"'It""
pletlon of its ork. Subcontr soll"d ]fill Ill fulute still dobill., t1;k
ltirml,lied by it lnd shall cle3n I ili..toriall, Mid telllk�'J`l I"k `)' it tlol,l. shoill't ,�orltloctol 04,��t it)
skjt),.ontractm sill%il ue rospoll-10c it"' it, o%,Jl the cont of filizil
rellit.t! Skih( Ilitl,ll.(01 Iijkl tt:jl-l.ljo11e 11LIIIII),21 Il,'Stk'(l-
!:Ic Wr it) I,)Iiii:
a (t,llly 1)iisl,; jl),j j peil.,ii ro!wo- 1;�,il lit, :11',
W ll')Il 'lei lormalwo by '�W,,..� !,
cl0,)lljlj) 111CUIle(I by Corltl,lCtL)i :JftL!i Wl*ilt--'Ii IIOt'(:'! l't I'll. t,11,111 Lot
-it lilt! expi'll-se, it .)II,_
..(I t0 StOW,11(ij, l
stot.11-0 under' tile ditilction of Contractor, I)tlt SI;01 is'. tholl-'t
ttilleS tIjJt SUbcont, 1,lilt*1 %V()1 It it; 11 .Ila
tative at the j,)[j site dUrin`,III bcoijtr�ictor sliall proi;1jitly notity Col'itra,tol ;.I hiS 113,11". (it 'sit"
to all P113scs of tilp Work. ki
S1 )SOCLCot Chanrus. Subcontractor Shall assert to ,lain' aW.mst ILWiIlol,ll ompols"Itiso by reason of 011111,11 ,
with any ptovislorl of this pm,l"I'loll. %iler sh;lil tclillillatt, tile Gl:noml ("ollilact ill, SII;Ill stoll
8 STOPPAG'�' Oi,' SUSPENSION 01. \v011k: CLAINIS of slJOCON'll"'11,101" It ,
it,[ S11,111 fall to 1"1,, 11 due ali", !,mll lmy,Jblo kmJel ill,- Gun'!r'll C')iItl,lcj,
ork under the Gelle.1,11 Conti.ict, of if Owl cl-a tie lijbll� to Slibcolltlactol lol my
or suspend l% y order SubcOnti,w.tor to Stop 01 W0111 her 000"'.! ;")lit" Ic C
Contractor ma only it i1nd to tile extellt timt Owllol sh,111 Ill! to (%wll�wiol ilikNill'ot. It Skibcof.Itr. t Is- shall C1.11111
sllcll stopplile c)t suspension L . or or to all cxt-ll�l%i,il, " 11111(l t'� "l""�)II tit 'Illy ok.t as ollil"Sion of I'll
111.1t it is entitled to additional C01111)(lilsatioll promptly skw,1111
-kii10 to Owner, or Coll"r"Ictol 111,1y.
Willi It Owner is 01 1), lelSoll of I IV del� by il"Y llf't
_i1blillt Ille
t,il ;jlljI Contractm 11,01 on holialt -of silk -mte hilly will, Coll
Such claim m wiltiol,' to Cont .; �- Il)�,sljLj0j jll coop,
'it it', Option Subconti-lCtOr to I)Wse"tu Sm cialm ill Cools-ict , IICCVSt�:Ily it) plest-Ilt Stich
tLill' -'fill ail tllml�,
aken S11:111 plepal, I!:
tractor in each Submission .111d ill :tall Steps tz it it the'rewlth. Subcontractur Shall compl\-
III)Lilse Contractor for all expollsl) illcUrIt'ti ccl'llkt ) IdirCd IW O\VI'Ul- it 'I"('
cl,jim propet Ill% and S11,111 re"i�llm, plocedure. inchid till'. 'Ifbillatkoll, colit'lw-1 Ill thc 0,,l:),lr,1I Colillit'll: ol lot 'ICCOLillt 0I Slild
Willi lind ill,. bound by any C. -it coll, 'Itioll or dallio;........ jllov, :Iddilioll"ll tollo to ("olltractol oil
-mly to the extent that Owner S11.111 pay addition. 1pulls, .11tt!j to ot,mor top.eth- %N101
tor. If oily ol I)Ies(,
thole Contractor S11311 the S1111le Its) "llan, of mV 'mord hV ()Wner Ill bo billdlillt :111d
l- lC1 this sithcolktij,t 'llid
cljn. -�)I,Cont WAL)r or other., Contractor's (ICICroil111111 Sit) Ski')(:)1 1'
Cullcliksk;lve (.ill "'tibcontractor. Contlactor loselves tho fjj�ljt fIL)II1 little tl) I'll"! " Stll'iell(l '11"llellsioll at stopp:w�o
stillcoiltractol 11:111 not mako any clai I[ (1,1111,11;vs .11'.Itlist Contractor o1i .1l:C0oi1t of I hilittralice, %
!,v ativ ;tart or onlission ;-I ':untl'....)r. grid stillcootf,wtor expies'llv11vCs ally and l. CillillIS for oil ACCOUllt UICICLA.
Eris:'Subcontra.,aor shall prop:l,Uy )r disr.harp,e in full or provide adequate sect jr the payment of all claims of any
pensions, bums or corporations hnn,s...(, or clarntin); to have furnished Iabur, materi., ,..00hs, equipment or incidentals used in,
upon or for tit(! Mork, whether or not as to any such claim a lien or ril,ht of enforcement is established upon or against the work, the
real pioperty upon wlticlt the work is situated, any bond furnished by Contractor or upon any monies payable to Contractor or Ovmer.
If sett is broui;llt In enforce any such claim, whether valid or riot, Subcontractor shall, if requested by Contractor, defend any such
suit at its own expense and tit a11y event sliall indemnify Owner and Contractor against any loss, damage or expense, including; at
torneys' fees, incurred or suffered as a result thereof. Contractor may as a condition precedent to any payment to Subcontractor
hereunder require Subcontractor to subrrlit satisfactory evidence of payment and complete waivers and releases in favor of Owner
and Contractor and their sureties of any and all claims of any such persons, firms or corporations. Such evidence, releases or
waivers rrtU,t be submit ed eovenng, all such claims as a condition precedent to final payment. All payments made to Subcontractor
by Contractor hereunder shall immediately become and be a trust fund for the benefit of Subcontractor's creditors who have fur-
nished labor, materials, tools, equipment, or incidentals in connection with the work, and Subcontractor hereby consents and agrees
to act as truster under said trust for the benefit of said creditors and to apply any payments received from Contractor hereunder arid
to satisfy and discharge the clairms of said creditors and not to divert any such payments to any other purpose until all such claims
have been fully paid.
10. INSURANCE: Subcontractor, at its own expense, shall procure, carry and maintain on all of its operations hereunder insurance in
companies approved by Contractor as follows:
(a) Workmen's Compensation and Employer's Liability Insurance (including; coverage for the Longshoremen's and Harbor Worker's
Cnntpensat:on Act) which small extend to the workmen's compensation I;r:,s of any state, district or territory of the United States
except states in wilich a pnvatt: insurance company may not legally issue a policy of woiknten's compensation insurance. In such
latter state;, workmen's compensation insurance shall be provided thu)u;,h file appropriate state insurance fund, and employer's
Iial,flity insurance arranged separately with a pnvale company, if not pr: Aded throul!h the state insurance fund of any such
state. Employer's liability insurance with respect to any employees hired and working outside the State of California shall have
limits of not less than $500,000.60 for any one occurrance and with respect to eroployoes hired or working in the State of Cali
fornia of u.,t less than $2,000,000.00 for any one occurrence.
(h) Comprehensive General Liability Insurance with poliry limits of not le,;-- than ",250,000.00 as to each person and $500,000.00 as
to each occurrence for Bodily Injury and Person,il Injury, and $250.n()I;: 6 iroperty (ianrig;c coveral e for each occurrence.
Such policy or policies shall include coverage for the follovnnl,:
(i) Premises and Operations Liability;
(if) Contractural Liability insuring the obligations assumed by Subcontractor in this Subcontract;
(nr) Completed Operations and Products Liability;
(iv) Broad Forst Property Dainage Liability:
(v) LiabilAy v,l!ich Subcontractor stay incur as a fesuit of the operations. :.rts or ontissimns of its subcontractors, suppliers or
n!aten.il Wren, and their agents or employees;
(vi) Automobile Liability, including owned, non-owned, and hired autontol,ili:s; and
(vii) Explosion, Collapse and Underground Hazards.
(c.) Such policies shall he endorsed to include Contractor, its directors, rueni1wrs, officers and eroployees as additional insureds and
to stipulate that the insurance afforded for Contractor, its members, duecturs, officers and employees shall be primary incur
ance and that any insurance carried by Contractor, its members, director. (,fficers or employees shall be excess and not con-
tnbutory insurance.
(d) it the Gen.,ral Contract specifies any additional insurance or higher lint::s than herein, specified, Subcontractor shall it its
expense pr::cure insurance coverij,e to comply therewith. Further, whenevor the Financial Responsibility Compulsory Insurance
I aw of the! State In which the u>stallahon is located requires hil;her limitt;, the Automot,iic Liability Insurance Coverage shall be
ill at least those limits. Before commencing any work thereunder:Subconti:i-:tor shall furnish Contractor certificates from approve(I
insurance companies evidencing, that all the foregoing insurance is in f )tri- .ind wi!I not be cancelled vnthout thirty (30) days
poor written notice to COrttai l r. Contractor nlay 6thhold payment otht!r:r.se due to Subcontractor until such certificates have
been furnished to Contractor, or after receipt of notice of intent.to rdr.,.. i any policy, until withdra:fal of said notice, or the
reinstatement of any cano�lled policy. The requirement for carryng insuc:,.ice hereunder ;.hall not be in lieu of other provisions
of this Slif,::OntraCt.
11. BONDS: Subcontractor shall furnish Performance Bond in the full amount „f the subcontract price guaranteeing full performance
of all the terms and conditions hereof and a Labor and %I,:teri3IS Payment Bon-I in the full anr„unt of the subcontract price guarantee-
ing that Subcor:liactur shall pay iuunhptly and fully ,ill -hdrges or costs incurred by it in the performance of this Subcontract. S,il(I
bonds shall be executed on (onus end by a surety ur sureties satisfactory to Contractor. No change, alteration Or modification in o:
deviation from this Subcontract, its terms, conditions, ;Mans or specifications. c;r in the manner, tiwe or amount of payment as pro
vided herein, v,bether or not matte fit the manner herein provided, shall relc,:•;e: or exc,mer:At.. iii whole or in part, any surety on any
bond 1llveo in connection with this Stihcontract. Said hoods shall extend to ,u:,l ci,ver ,ii.y exli,c :volt, on rltanleS performed by Such
contractor pursuant to this SUbCOlItlaCt.
12. INDENMITY: Subcontractor shall indemnify, defend and save harmless Coiat.),a,ii, its mentbefs, directors, officers and employ,:•es,
from and agailst any arid all claims. debts, demands, damiges (including; duo.:.I !igWil,!l(:J, consequ1211631. ill0d,:;ctal or other d,im
aj,•es). tudginents. awards, losses. liabilities, interest, attorneys' fees. costs sire -:�pen<.es of whalsrever lcind or nature at any time
ansillj, out of any failure of Subcontractor to perform any of tine terms and ci,:.:!thons Of this :;uo.:untiact or•::Inch are in any ntainei
directly or indirectly caused or occasioned by, or contributed to, or claimcc! r,, be causcil or OCC35Mned by. or contributed to). icy
any act, omrssl0o, fault or negli;:enr.e, whether active or passive, of Subcont:tt t.:r or ❑horn, ,h,ainf, under its direction or control, or
on its behalf in connection with• or incidental to the work, even though the s.unr may have insulted front the joint, concurrini; n
Cuntrihutory art, omission or neglhgence, whether active or passive, of Contr ,der, O:w;er Ul any outer person, unless the same l5
caused by the one ni;hlirence or willful misconduct of the Contractor. Withi:ut limiting,ale soma ial!ty of the furel oinj;. the same shall
,solute injury or cit:jth to any person or persons, inrluchn,,a!,ents and enipluy,•, ,„I Ot;nc (',.r.lractor rind SubcAUtractor, and d.una: t
In any property, rei,arcllcss of location, including prop, riy of 0.vner, Conti.;,1 4 '!.tt1 Sul',o. tr::ctr,r, and :,hill extend to any .lrir,l.0
obligotions of contractor undertaken by it under tiic• General Contract •:..(I: ;o.-. iEct t,, 11w .,.(,ik h :rrtun,;,v. SuhConttactor sh.d .u:
request and at lls expense (lefencl any action, suit of proceedinits ansim, hero ::u.icr .ld .I..til ft:.nlburTe and poly Cr;ntr:;,tr•r loin :a y
loss. cost, dailitii;e or expense kinJud:ng lef,af fees) sutirre(J by it hefeur.d,:r
13. LABOR CONDITIONS AND EMPLOYMENT PRACi ICES:
(a) Subcontractor shall, to the extant permissible undof foderll law and an:.;.;I,kc:abl,: stA,- i.n•. ., c,un;ay .::1!t ,tn,l he ho:rnel fry
teu11S and conditions of lahot apreemenls exec W: J by or On behalf ill k'. -;O3Cie'.Y :::: flu 3;11:1iC;!l•:e !o v..nk to bi• done
un:fer, sG<:c tically inc!udw, , .:lthoul limitation. .ur, provisions Ihenrut .:: mg to the Setth-mo.."t ::f J,:fr;tctiorhal ai,i)ut,:s ,t!ld
too the detr•unination of l:olk ass: •intents. the a and working i n:::i:..;t, cf : uf,ror,ha,.t,;. nh,!ll he of lilt: Saole ;tan;i.:ln
a> those of Contractor and :,h,!ll ho subir.ct fit l(•. approval. Suhcuntl,,I t-l 1 ii iii, .l r,,in,t tell tc, do t:o by Contiactor, feploc:t•
,,oy empin,ee whom Contr,li:tor determines to kc undesirable.
(h) Sobconlrat for af,n:eS to he hound by and to ronhp,t v:llh all appiicriwi- I,,!,Wool Lah;,f Sl.hndatds i'rtvisu)us ,:nil all F;,:r CO,ldw.,
n,enl Prdctices Provisions and Regulations of auv federal, state or tAl l :crnnt.rut -1thcnit; haeua; jute;ctictiun.
1.1. EQUAL Eh1PLO'01ENI- OPPORTUNITY:
(a) Subcontractor shall comply fully with all Equal f 1111;lovmutnt Opportunity i, ., dons nppiw:ia )lo to the v.ork to he perfoimed 1,C:e
under, inciud:ng; all appiic,Tble ides. orders and te!.u!aLons, allot ,tit Pfovle l;r of the G-!fItnal C011o'ALt.
(b) Subcontractor ncknowled,;as that it has react till: provisions of r'araijial:li, i.i and 1.1 of tilt! Subcuf,cract and is familiar with tint
t,ims thentof. Subcontractor agrees that any tufthef Subcontractor or s,fl,r„ntriclois cif ,toy portion of tale v.ofk covered h•erchy
,toil all of Subcontractor's suppliers shall be hound by and observe the t n?resions of said p.:raflraphs to the sane ext,:nt
herem required of 5l1bC011lfaCtnr, and that a cop; of these paragraphs hw.—!::ng such uhli!,ations upon the Wither subcontractor
Or Suhplief shall be included Ill any SUC h SUbCOntTaCt or purchase oidw.
(C) ShOUld Suh::outractor fail to -„ niply ”-lilt any Of the Equal Entployntent itl);:,)ltundy loquironients prescrihod for C,ntractur .ind
Subccntiaictor, or should Sut):onhactor refuse to lolluw the specificatii .::. cr came,!, by a;r; act, [lte Str.hp::;!e of the .roil upo;l
tilt: structure, or fail to Comply in arty other respect with any Of th,: .uti,I:-s of tills ;,l:leenlent reiattnt, to Equal Emplo,,n:cm
Oppork1110V and Affirmative Action Prot;tanls,thon-th• Contractor 111,11,:, .:u,. :.i'iv,in;tJuit;, ,,;;gal, `+),Ii,;ur,S;:.rittan,
the services of Relations Research Assoc. or oliier acceptable trim a:, ot.,: t 0 net cz..,n•; to 1%s,.lvc: tit.: prof,l001 ,ind the 0,1
of such services shall be deducted froin the :tniount due or to become ,!;. ; . the Suh,:onlr,wtor.
15. UNEMPLOYMENT INSURANCE, TAXES AND FRINGE BENEFFIS. Subcoiih—t•:f assunhes and shall have gull and exclusive liability
for the payment of any and all taxes and contributions for Line ill phoynte tit iii.,urance, old age retirement benefits, life pensions. all
nuilfes, subsistence, health and welfare, vacation and holi(1ays, )r other bindle benefits of other payments tot employee
funds which are flow or may hereafter Ile imposod Or required by the Un.li:.l States or ;illy state or I bon al;reenlellt whether
ntea,uf ed by the wakes, salaries, or refluuueration paid to or munb,r of haul, ::Wiled by purs.oni employed by Subcontractor or othot
wise. tut the work recluiied to he pi:!forntrd hereunder Subcontractor Sit ill ,,.n:l,!y with all fecloral and State Iciv:s On Such t;uhjects.
and all rules al:cl rejtulations ptomuij„ated thereund,r, and shall maintain: c;hnf.;hl: forms, hm,ki: :ind records. Subcontractor shill pa;'
any and all taxes, Oxcise. assessments or other char;:i-:. including side:; :u;,i u:,• lax,, , levntd b,; ariy g overnnental authority oil of
beca,:se of the work to be clone heieundei, or any labor. materials, tool•... ,•:::.,pmlent or iucicirntals used ur supplied in the perform
ance thereof. Subcontractor shall. ,it its Own expemso furnish evident,•, n,. !,:;Ln;>, crttificd r.ol;ius of payrolls, of compliance vnth
,illy of the foregoing, as Contractor may require.
16. SAFETY PROVISIONS:
(it) Suhcontr:.•tot shall comply fully With all Iav:S, Omens, citations, rule::, te:,t:l.ntions, stondords and statutes with respect to occu
pat.onal 1e,11th and satety. stockiest prevenboll, s,ifety equipment an,l l).,.,tl,:;S, ulc:Iu,f ll , the aCCid::tit prevention and Safely
ill ul7rams of Owner and Conti actor, :nciudinc;, without limitation. all at:;phi.:h!a rufcs :lid het;ulatlons of O.S.H.A. Subconta'a,:tof
.hall conduct lospertions lc) determine that Safe •,corking conditions ,l!,.1 r,l•.ill)lncnt exi.-A :ind accepts sole responsibility fill pro
video, a s,i(o place to work for its employees ant! for empioyeus of ill, ,ul:•initractors and suppliers of material and equipnlont,
tilt the adequacy of and reiguued use of all Safety equipment and f”!, tilt; rontpliance with the aforesaid laws, orclers, citations.
r,.les, rr),,,1•ttions, stttndow, and statutes. Ulwi any Conflict bowel n .•.)1:11k-able :;,defy WkItlif C1110nt,, lilt' store: Stringent re•
,lulrun!enl shaii ,apply.
tf,i „ I,,a,nlr,,, it•I .11aI1 old, n,nlly, ;h Intl �..Ve h,unil,••r. ('ontia,tor, Ilii nn:,nber:, t,'' , •, a{;ants and cntploycrs Ilunh r,lainhs.
l:,•naltios. •Ianh,d es, Ilahhlll, b•, ancf c p1•r..r,, nI( ludutl;atlunn rs' irr:s,.ur nn injury or(Iedth fesulting therefrom.
cmll"ed or olir.Yed to 1,rve I,.:(•n C. .I by ;Illy vwl,It:un or nrfrachon by (.,tntiactor( )(:ontractor of ;lily law, order, cwstiuo.
rule, n:{.;u reboil, slan(lard or :,,hole III .Illy way Irl,Iluq; lu the uccul),1110!r,rl health Of Saft:hy Of entploy(:cs, incdud"W, but (I"t
limited to Ilse u,e of C;onlrat ha's or others' equip; W"I, huc,t, t•Icvaluls .n ,caffnlds, unless: Caused by file sole nej,llj;encc of
WIIIIUI rin-.XOodu(t of COntfar for,
! /. ENVIRONMENTAL. PROFECTIUN: Suhcontractor shall at Il; own expense, be re:.punsll,le to provide environmental protection in ac•
cordance with the requirements of Uvmer or any enviruon+t•nlal agency.
13. LAWS AND REGULA,rIONS; PERrAI f S; PRECAUTIONS: Subcontrrrtor, its employees and representatives shall at all times comply
with all applicable Ely's, ordinances, statutes, rules and rcgulat ions,federal.,tate and local, particularly those relating to wages,hours
and working conditions. Subcontractor shall procure and pay for all permits, heenc:es and inspections required by any governmental
authority for any of the work hereunder and shall furnish bonds, security or dei,osits required by SUCII authority to permit performance
of the work. Subcontractor shall promptly take all precautions which are necessary anti adequate against any conditions created dur-
ing the progress of Subcontractor's work hereunder which conditions involvt: a risk of bodily harm to others or a risk of damage to
property, including the property of Owner or Contractor. Suhcontractor shall continuously inspect its work and materials to discover
and determine any such Conditions and shall assume all responsibility Conti:uatrr may have to inspect Subcontractor's work to dis
cover and determine any such conditions.
19. LOWER TIER SUBCONTRACTS: Suhcontractor agree-s to insert all appropicrl,: provisions in lower tier subcontracts to confornn.to
the General Contract, this Subcrnhfrac.t an(1 all applic;+l,le laws and regulallom;.
20. PATENTS AND ROYALTIES: Subcontractor shall indennufy, defend and save !:armless Owner and Contractor, its members, officer:',
directors and employees, and each of them, from and against all claims, royalt(es. dama;,es, costs and expenses of whatsoever kind
or nature (inciudinf; attorneys' fee>) in rtny manner resulting, or claimed to,, rc:atilt from any al!eged or actual infringement or viola-
Lion of any patents or patent right of for the misuse of ,'toy patented article I;y Subcontractor, its representatives, employees or others
acting on Its ht:half, nil the perfuf n+ance of the work.
RESPOr•ISIBILI I FOR 111E W(`RK: Subcontractor shall bi: responsible for, alt(! shall bear any and all risk of loss or of damage to the
work and all materials, tools. equifinent, or incidentals until final acceptance thereof by Owner. Subcontractor shall protect the
workmen, materials, tools, equipment and property of Owner, Contractor or others on the project against injury or darrlage in any
way arsinj; out of or connected v)-th fire operahons conducted by Stlhc(imtf:l(t,i: hereunder or anyone actlnt, under its direction or
Cimlrul, Or On W. heh,tlt. SuhCOntfa(;tor warvcS all nj;hts 11 nllj;hl 1avo af;;un�.t Cnntralt:.,r tilt luss or tlantaf;e to Subcontractor's work,
property or m,ilollals unless Ill,, •,c,nhe Is lambed by if s.ule nt:p,hi;ence or wd!fml rttiSronduLl of Contractor.
'12 DEFAULTS BY SULICUNTRACiOR:
(a) If Subcontractor shall fail to commence work at the time required, or to prosecute the work diligently. or to stake the proC..ress
required. nr to furnish a SLIHIC!ent number of prn!,crly skilled workmen (.r a sufhcicnr quantity of suitable materials or adequate
equipment. or to perform U,i! work in the order ;,tid sequence (hiected, a. it, correct or replace any damaged or defective work
ur materials, Contractor shall, ;,t its Option and In "Iddition and without p:c:;uchce to any other rights affurded herein or by lair.
after j;IVni,' obcoutractor fc,rty e:l;ht ('18) hours 11(11ce in wrtinj;, have tl,,:r:;,l+t to expedite deliveries and to prpcuie and furnish
such labor, naterials, tools, equipment and :nci(leomis as may he rt„quced to corri!ct any such default and to charge the enter.
Co:t and any expense. Inciucdw;, legal fees, incurred by Contractor in •iwa.U,:tion therewith to Subcontractor and to deduct the
St:nhe front any loonies then clue: or thereafter to hecon,e due to Subcrn:tr.: r.,,I ,!nd Suhcontractor shall immediately pay any unpaid
b,•tlance to Contractor.
(h) to addition to arty other I, nuailes available to Contractor herein or by l.y::. Ccntr,ctor shall have the right to withhold any pay-
ments otherwise payable iii r•under t)VCauSe of d(:h•(:fcre materials of v,e r: not refaUihcd, claims filed or evidence shovrt11jr ice
sortable pr.;l:abil!ly of flllnit ut c.l;i!ms by unliard suppliers of labor, mza!:ii:!_, or ec;oildmec,t to Subcontractor, failure of Stiff-
contractor to Cure any def.ioit or to ncifurta arty tern+ by it to bz perform; .:euntier, or a reasonablo doubt that Subcontr,tct;.r
Can conhpl:!e tilts Subcontract :vllhnh the time rc;lue,:d or for the hal,:n: ! me Subcont! 10 piiCe 11::11 unpaid. If the forej;r,ut!;
condrtinn•. ate removed to Conlia,.tnr's Sahsfm tic,n the withheld pays:( .,t , .h;ilt tic pr; nlptiy Ima:le.
(e:) It ;Illy of tht• (IM.1idls of enunu:ratcd In sub parap,rapl+s(.+'i •t ill)he•font sl:,Il!ui.CUr (and vrfu:ther or nor Contr,i,1•,r
ru•IcrseS .illy r:!,hts given t!I. IeuIJ or It Subcooti;:Llur Shall he adlud;;Utl !:.,nr.rupt, of i ,ckmw insolvent or tit,! cr be subject t„
any arr0m�!erneot reorgamZ.-Awn or other b;,nkruptcy proceedinj;s, of 1, oilleCt to .,fly rt:ceiverslup ;irue.eedutf:s, of nta'r.e ;:n
assignment for the benefit (,I creditors, or shall fail to complete the .,,o:l•. :.: ;:r,y staj,e thereof within the time specified, or sh,:11
become involved in any label drftlCUlty, or shall (rf an individual) die or !:, : :.:.e disabled in ;,ny respect, or shall (!t a business
entity) dissolve or terminate its existence, or shall tail to p,:ffornl any of ! t.:rms and cnn(i:nt;ns (it tilts e;ubcontract required
1v It to be prrfoinhed. Contra,wr Shall, nt its nptit'.n and n) addition tc, ai.• •.-thous lin•iudi e to any nthr:r lisllts afforded he:,-ill
of by litw, alter �Jving SUh;:Urltr.CtOr folty•erp,hf (•lti) IwurSHO(W :in t•.rit I:ave 11:1:nt•lit to Ioruull,ije the r(:Irl of SuLt.antr.:,'loI
to petfornh aurk hereunder, and to enter upon this picoliset. x11(1 l:tkt� jx.S ,•.:n, I- tire: pur;l,,,e (,f t-111j,le IIII, tilt: e^oik
tills SubCetnmact, of all tools. ,:quhpntent, ntatarl,as ;tn(1 sultplte,thela•;I: . :•.ned c! cwdi;rlled l;y`•ubC,:ntiac:tor al;d to 701ill'icte
the work list.-if,or at its discretion, it nt;Iy employ ol!hels to complete tilt: .;I,. In .Illy .tIj! event and v.11cthor ur ttot Cmntr.a.a, f
so,,ll have rxerclscd its rif.,lit to ternlin,,le the rli;ht o! subcnntr,Ictol !,t i .! :n ::;.!i: ht leundcr, or to tolet, over compaction .)f
tic work. tiulKontt.)etor sha!I not he entitled to it•cviv(! any further p;r:i,:.:.t :god(:: till:; ',,uhconh,tcf uitill rue •:;,Ilk i•, ,nu1pli-tod
acid has been accepted by 0.vnei at v:luck tittle, It the unpatct balance :;mi,uuf to It,! pa;d onuer tills Suticnnm,:(1.
roj;an appropriate allowance fur any use of Subcontractor's tools, eyuipr.._..,. caaiera!s ,tr,l Sul;pi;e;, exceeds the ex:pans,s uI
curred by Contractor in completing the work, such excess shall be 13,w: sonar:Lt;tr t,'.' Sul)cnutr;ictof: taut if such
Stall exceed such unpaid balance, then Subcontractor shall nnnl,alialoly ,• :::a .t.ift•I,:n,:o to Contractor. As usco heleln. tho
tome "expcose'' shall include, but Shhall not he bunted to, lice costs „t .1: act :1 b,f e Lill 11)1 lint llte Worl,, tm:!uctatg L;hor.
materials, equipment, all IC,;al and professional expenses, contpensatrol: .:.1d!Uon.'I adnuurstlahve and Suptrvtsury
all charges by others employed by Contractor to complete or correct ::I 1'.:ft of the work, reasonable overhe.uf and prolit
tht;reon. and In addition thereto any conseque0iol damages suffered 1)','C .ee.iCtor as a result of such default. Inciuditi . ;.:thous
limitation, any liquidated damages or other charj•es assessed by Owner nst Contractor as a result thereof. COntI3C,0r Strati
certify the amount Of such ,xpenses, •.vhich shall he binding upon the p.I:tres he+eto, ancf Contracted shall be entitic(f to a tarn
upon any property of Subcontractor, possession of which Contractor shill h.t:e ubt.+iued as hereulat;c!'"t provided, as SeCUrIt:'
for payment of such expenses to Contractor.
(d) If at any time Contractor shall have reasonable doubt that Subcontractor ii.-is the ability to I)erform or complete the work in the
tittle and manner hereunder t,ecause of Subcontr'actor's financial condiu,•::. or insufficient nhanpu%ver, equipment or materials.
Subcontractor shall furnish adequate assurance of his ability to, pertotw s.,tlsfactcoly to Contiacttur wilhm three (3) :ainkin!t
clays after v.ntten demand therefore by Contractor. The failure of Suhc(:,:r:,wtor to furnish such securty ur assurance tih.tll I 0
deemed a default hereundef and shall thereupon entitle Contractor, grate. tit further notice to Subcontractor, to exercise any
appropriate remedy or ren:ee110s under subparapraphs (a). (b) or (c)
23. SUBSTITUTIONS:
(a) Subcontractor acknowledr;o, that wherever Ov:nei or its atchiter.t or e1: ::stir (herl•In,:flc•r jointly and sevtnally "0•;.m,:r” lit this
Imlagraph) I,.as specified a ohaien,tl or eiluipn!ent• ")tII1COiltr'aCt01'will 11,t; - :to Sul,•,frct:tions evhlhout expres, vrritten .p•prrv.i h';
0,.'ner anll Conti'actot. Flllth"I, Subcontractor ev,!I !;uar;tnire. All rttalel ei!; or equrn:n,sot It pIO!loses to Sob;htute, v.hlCrt
antce shall ccrit.'on the Sabi' I,Iovlsions as those of trio sprClficd ntolPi,.., ,,!I:1C0nt1a1 for Ickllowledl,es th,ht any appi,n.Il of .,
stihstitutinn by the Ownel or Ute Cuntloctor wril, a: no w,tv. oblq:.etc Ilw e :.ni•r or i:,.nti,:,a;x In tint: ev,.mt ,.i inllole t l the :u:
stltuted nmterai or equipmwnt ;O perfoin a, repir:.ented by Suhcooti.:,!: : Sub,.ontia(.tr;i heteby ,u lcenu: to
responsibility for the perfom!,!nce ,incl ir•uarantee of .any substituted !n:i;• ,.:! or q•irpnn nt. 1 u11110. `tjlwollti;ictol :.i lie s• t.)
pay all costs of redesign and construction nece,,,l;ttvd by Its use of n,.,;.•r;,l or i',IC„poicnt other th.ah th,Il specificd.
(h) Suhcontractor replt.,senls and 11;rCOS that it IMS t.c•,.I,unated Its SuhC3otr.:'t (,•quire„o:11fs ev:th all other lr,!des or uhcontia;trn,
afiected in any way. Subcontractor represents that Ito system, as desi!;nt ti s 'I Con,! I,:fa systuill tyu+j into all i,thef tra;lea ,oni
any Costs Incurred to acconlpISh said tie-in are inckidod in this Subcont:.:..t.
24, ASSIGNMENT AND SUBLETTING. Any assilmument, sohletting or dolegatl:I,. t:: operation of Ow or otherwise, in v.-hole or in
by Subcontractor of this Suhcnntr,.Ct, of the work to in: performed or of :'',.ems msinj; hereunder witheul the prior wr,tt,n
consent of Contractor shall bt• vo,d, except an assitlin;ient to which trillion:. '•.: nmercaal Code Section 9.318(-1) appbes.
shall not recop,ni e or he hound by ;any assiinment of tiny fight to payment c. 1t:, i try pe•rtunn,',nce 11efeun(1e1 by Suhc.onllactol :1111,. .
and until Contractor :',11.11 recctv,• v,litten notice which reasonably prove:. t:., .1>.;,gnutont .1110 rdentifi,s the lights a>S1i ore! A!I
assignment 11.01CH ICI sh;+ll be sulilec,t to and Contract,,r reserves ;itl rir;lu•: , mrdir.> pos.:. SSed by or avallahle to C,tnlr.!.tnr
by law or under this Subcontract as ogaitist Subcontractof, his surot.os ;u„i .,,:.,;ns, uuaudu:l;, without huhitation nj;lih: of >Ct oft,
to retain nt(inieS, to amend or mo klity this Subcontr.wt, staid to assort all r,;;:,r defenses and claims wh.ther or not arsims unlit
this Subcontract. The making of any ISSii;nntunt by '�uh,:ontiactor of any cow,,rnt thereto by Contractor sliail tit oo event feneve Soh
contractor or its sureties hereundel of any of their obb!;afions, duties, resi,c!,;itn!dies or liibilitics. Any subletting hereunder sh.IU
be on the express condition th.:t the further suhconh.ct shall be subject to lie ternis and conditions of this SubcmitiaCt and Jul:
contractor shall incorporate all leans and conditions of this Subcontract In .:r•; ::ugh further subcontract.
25. SEVERABILITY: If any provision of this Subcontract, or :mry patt thefcof, sh.t!t it :illy font: be held to bit invalid in whole or in p,mt
under any applicable federal or state law, ruling or r:j:ulotion, then such lilt•:.•.., m shot)rentanh in effect only to the extent pernuited,
and the rent aininj; provisions hrl('of sltali remhain In full folce and etlect.
26. ATTORNEYS' FEES: In the event Contractor Institutes sort in court aj;nuhst s;:! ,,:rUactni or its surety in connection ',-.'fill ;ally dhspote
or matter aihsinj: under this Subcontract, it shall be entitled to fecover re.+,or..:. .tttofl,eyS' F,:es aS deternhinud by the Court.
NONAVAIVER: Waiver by COntlact:d of any breach of any provision of tho. :>ub:oiitract by S:hcontractor shall out constitute a waive)
of any other or future breach of tit,! Sane: or any other provision hereof.
8. NOTICES: Any notices hereunder :.hall be in writint; ;Ind may be served per:,.:;,!Ly on the Suprrimtendent or clesij�,nated iepf esentative
of rile other party at the job site, or by stall. If service t by rej;istered Of t,,t.':rd nt,:I 1, pu:,laj;e prepaid, duetted to tf:e adthoss
shown in this SnhCOmtiaCt, or is chanj;ed by notice nt v.sitini; to tilt! other ;.:(t such setvict! shall be complete upon deposit. Any
Ethel Service shall be complete upon fecolpt. '
9 MISCFILANE0HS: Subject to the provisions tej,afdillt; a;:!,'nnicuts, the Irrini ,i:)J Conditions hereof Sltall amid to I-Ind lie hlndln •
upon the {ialties. hereto, their hells, smC(:0bW1S, as.I!;n>,. , 1000tur5, adnun,i!I.a. I> an(1 le,{,.I representatives. Whclevef helenl Itself,
the sint;ulal sh.Ill Inclutle the plural rnd the one !;en(frl �h,ill intaud,: file .,tli,•r !'endeis. The term ((ontractot as u::c'd on rile pl.ns
in thi•ypecificaions or in the Gonvi. l C• itioct in cuimoutwit witli the woe!, to!:e poi for it, 'u sounder shall mean Suheontractm. III,,
tUrnh;
Contractor and Owner as used In shill extend to, and include: tl,, I "1111,ori:et )rosentatives. ruspoctively, nhcludln.;, is
to true Owner. tho Architect or fin, :noo. ,resii;nat„rl by the General Contract.
DICKMAN-NOURSE, INC.
BUILDERS
120 PIONEER WAY P.O.BOX 7007 MOUNTAIN VIEW,CALIFORNIA 94039 TELEPHONE(415)9677866
March 1, 1988
OLYMPTA DRYWALL COMPANY
5753 So. Front Road
Livermore, CA 94550 }DECEIVED
Attn: B.W. Spence MAY 1 N 113BB
RE: DNI Project 344/902 DICKMAN-NOURSE
Contract Terms
Dublin Civic Center
Dear Bill:
In reply to your January 29, 1988 letter, we will waive the requirement for
your funishing of payment and performance bonds on captioned project. In
lieu of the bond you will furnish Unconditional Lien Releases on all
materials supplied to the job for the month in which payment is due or your
suppliers will be paid by joint check based on j Conditional Release.
Additionally, you will furnish monthly evidence that all union fringe
benefits are being paid.
Very truly yours,
DICKMAN-NOURSE, INC.
Henry K. Nour.se III
Vice President
HKN:kn
Accepted:
OLYMPIA DRYWALL CO.
B. W. Sl nce
Date
Lic.246241A
N;it,Jl1�f'8i1:?r!�'j��f:i 1i 111711111111 iii?,i'lfl111 f11�ijf��W�1111113Si1i l�S�i�f1i711::1.7lilifl���1i�111�1���fr 1AIf�3.FIB'�w1'7�:;'i't7R7!Ti+�:;nnm.n•.nnm'..+,....-.......__....—.........__...__....
QN&ACT RDIM
RM #1 CUMZ9I' FaLMMS
Contract plan,, specifications, drawings and addendum are made a part of this subcontract agreement.
RMER #2 Cep PI FT-,,AI. / (3IAIU, GM IW 6SI5
Cost Proposal / Change Order re�que.9ts response will le nmaele within tlhe specified requested dates.
Progress payments will be withheld until information is received in format required by Contract Documents.
RM #3 (1191 - UP
This subcontractor will be, at all times, responsible for his clean up of the construction area, including
all storage areas us& by him. All areas will be kr:pt free of arcirnodation of wwst:e material, rubbish and
debris generated by his operation or his work force. IIL,te not removed within 24 hags after writti-sm
notification by the Cvneral Contractor wil l be renme d by (,tiers at this subcontractors expense.
RM #4 SAFI•:lY & IVZARD
This subcontractor trill be responsible for safety of his cmn personnel and will provide a safe working
envixoremant for his px:rs)ainel as well as all, others woridjW arcnmtd his par£ormance area.
RM #5 THE R UAL (ffU?l 1<11T f C1 AIISE
The applicant hereby agrees that it will incorporate or am°,sa to be incorporated into any contract for
construction work, or modification tI-nr;.-jf, as defined in tie:, regulations of dne Secretary of Labor at 41
CFR Chapter 60, which is paid for in whale or in jxut id-t l f,aids obuiirwil from the Federal Government or
borrowed on the credit of the Federal Government pursmr,nt. to a gxiu:t., cuitract, loan, iroz-arre or
guarantee, the following equal opportunity clause:
During the performance of this contract, the contractor a reel as foLl.u4s:
(1) The Contractor will not discriminate against any or applic-ant for euploymeamt becalms of
race, color, religiai, sex, or national. origin. Mho Gi:mt.r.::rtor will ranee affirmative action to er>_rure
that applicants are employed, and that anployees are tre:mted during oiq)loym,ent without regard to their
race, color, � religion,, sex, or natiuu;:l origin. Suds .;.ticn !hill include-, but not be limited to the
foll.c>v+ing: F}nploynent, upgrading, demotion or transfer; reuu.itwent or recruiLuent adverdsi.n;; layoff or
terntm-tion; rates of pay or other fonms of ccn!pensation; and se]ecticn for training, including apprexr-
ticeship. The Contractor agrees to i6t in conspicuous pl, c available to cittp.loyeis and applicants far
employment, notices to be provided setting forth the provi._;i(;f:s of this r.-odiscrimdnatic3n clause.
(2) The Contractor will, in all solicitations or for &-uployees placed by or on bdalf
of the contractor, state that all qualified applicants vA1 L rccaiv-,, crnsidaration for employment without
regard to race, color, religion, sex, or national origin.
(3) 'Ihe Contractor will rend to ei>rlm labor union or rupresentati.ve of workers with which he has a
collective bargaining agreement or other contract or uudi rstanding, a notice to be provided advising the
said labor union or worker's representatives of the contiactor's camduments under this section, and shall
post copies of the notices in conspicuomms places available t.o :s:ployc.,as and applicants f(u- e:.IPloyIrf nt.
(4) The Contractor will comply with all provisions of Fx-,cutive Order 11M of September 24, 1965, and
of the riles, regulations, and relevant orders of the Secretrily of Lang.
(5) The Contractor will furnish all information mL:d reports regUil.-Od by F:cecutive Order 11246 of
September 24, 1%5, and by rules, regulations, and c:r•ciers of time S_v-retary of tabor, cr pursuant thereto,
and will permit access to his books, rtt ords, and cu-counts by the acindni:;unti ng agency and the S.cr'et.,m y
of Labor for purposes of investigation to ass-exudn conip.li::m�e with drum rules,
regulations, and orders.
(6) Lm the event of the contractor's nonca,tpliismtce corium tik' di_;Lriuli,L!tion enemies of this contract
or with any of the slid rules, regulations, or orders, this contract nuy be cancelled, te_rudnated, or
suspended in whole or in part and the contractor may tx� kLv-lZred ineligible for fartlw.r Coveriuent
contrricts or federally assisted construction contracts in azcordance with procedures auth oriyA�d in
Executive Order 11246 of September 24, 1965, and s-1,ch other emotions nay be imnxhsal mid rcjieiL.es invok-"d
as providevl in Executive Order 11146 of September 24, or by rule, regulaticam, or order• of t.l!C
Secretary of Labor cr n9 otherwise provictL-ci by law.
.(7) The Contractor will include tl, Ixartiun of thu" :.:`Ilte!zc inmmdiate-ly precetsling paragrelh (l)
and the provisions of paragraphs (1) throu of (7) in ev ufy sul:ccx!t.rac t. or ptu•cl asa order a ll e Ss
exempted by rules, regulations, or orders of the Secretary of Lalxhr iss-A pur-si.-it to section �l^'m of
Executive Order 11246 of SeptaiLvx 24, 1`16, so that such InuvisioL; will b(, bindino uIx)n each subcont-ni -
tor' or vendor. The Goi=nctor will take such action with rf-:ix�:t to any subcontract cLr purdiase order x,.,,
the administering agency may direct as a mans of cmrforc:ing such provisions, including samictiom_s for
noncrnmp.liamre: Prov ded, Ni ever dot in the event n cmutr�tctor hx.rnt!s lnvolvctl in, or is thrvatenot
with; litigation with it subcontractor or vendor as a result. of strh direction by flub acindinistering agency
the contractor may request die United States to enter into :,ta:h litigaticai to protect the interests of thin
Lhited States.
'1}ne applicant further agree that it will be botnnd by tiv. above exqunl. opportunity clause with respect,
to its otn euployment prxtices when it participates in fec:(ntil.y assisted construction work: Providexi,
That if the applicant soh participating is a State or local t,Jh'�:IIIIEImt, ULn ahove equal opixirtunity clati�e2
is not. applicable to any agoncy, insti-tux-nuilityl (U' sl!lc.!ivision of strh To%walent %&Lich dce not
participate in ucTk- oti or anxlt'I' the ccait--nict.
110. npplie:int teat it will fts;:ist full c001)(U-,tt, .l:t i volt' with rune achninistcring aLer_y cued th
Secretary of labor in obtaining the compliance of contractors and subcontractors with the equal opportu-
nity clause and the rules, regulatia-o, and relevant orders of the Secretary of labor, that it will
furnish tux: a&dnitrtering agency and the Secretary of Labor such information as they may require for the
supervision of such compliance, and that it will othendse assist the administering agency in the dis-
charge of t1r_ agency's primary responsibility for securing campliance.
The applicant further agrees that: it will refrain from entering into any contract or contract
modification subject to Executive OrderJ1246 of September 24, 1%5 with a contractor debarred fram, or
uho has not deQmstrated eligibility far, Government contracts and federally assisted construction
contracts pursuant to the baecittive Order and will carry out such sancdons and penalties for violation of
the equal opportu dty claim as may be imposed upon contrcctors and subcontractors by the administering
agency or the Secretary of labor pursuant to Part 1T, Sub;,ir2 D of the Executive Order. In addition, the
applicant ogees that if it fails or refuses to c ngtty w.itlt t1w.-c taidertjikijigs, the administering agency
may take any or all of the following actions: Cancel, tt.nniiiate, or %spend in whole or in part this
grant(conrict, loan, . insurance, guarantee); refrain frun Eaending any further assistance to the
applicant under the program with respect to i4iich the failure or refund occurred until satisfactory
assirance of future compliance has been received from six-h applicant; caul refer the case to the Iiepartnerit
of Justice for appropriate legal prouxx[inp.
(33F.R 7804, May 28, 144, as amend at 34 FR 744, .lvncay 1?, 1%); 40 Flt 14OB3, March 28, 1975)
RIDER #6 CMI ICAMN CF NCI`1,SFIRTIMED FACILI'UI)
By the execution of this subcontract or purchase ordrl- ::.ulx:c;ntzactor or supplier certifies that he dc,Es
not mountain or providr2 for his employees any segrei;aUJ fac.ilit.ie.s at any of his establishments, and that
he does ix)t pmt his employees to pcsfovi their, ,k-Tvices at. any location, under his control, where
segregated facilities are maintained. IL- certifie-s fu-0vi- that he will not maintain or provide for his
employees any segre-,nted facilities at any of his e=-,tabLi:r:sots, and that he will not permit his
employees to perform their services of any location, index his control, were segregated facilities are
maintained. Rds sittconts-r-tor or supplier agrees iha a breach of this certification is a violation of
the Equal Opportunity clause in this contract. As us.Exl in this certification, the term "segregated
facilities" inews any whiting rooms, work areas, restrocrs and w---h roans, restaurants and other eating
areas, time clocks, locker roars and other storage or dressins! areas, parking lots, drinking fountains,
recreation or entertairinent areas, transportation, and h,,ursino facilities provided for employees which are
segregated by explicit directive or are in fact segregated an tre basis of race, color, religion, or
national origin, because of habit, local custom, or oth--n-d se. ['i further age tl-ot (except 4, re he
has obtained identical ceiti-ficaticaus free prod subwntia;.t rs or siippliu-s fur sp�.ific ti c period9)
he will obtain identical certifications from proposed surbcn r.ts<,ctors or suppliers prior to the acrd of
subcontracts exceeding $10,000 which are not exempt fm,.i t'L provisims of the Equal Opportiriity claw;
that he will retain a- di certifications in his files; .inn dot In will fonunrd the folloAng notice to
such proposed subcontractors or supp-Licis (e=ept vi re i l.:! proposed subcontractors or suppliers have
submitted identical certifications for specific time
NCITICE TO RM=E Sl1PCT.MUCIMS OF, R'rCliIIJ TNT FIM
M=CATICNS OF Nat=KO'D FV21-1=
A certification of tkranrepted Facilities mist be sul.aitted prior to die award of a subccritract
exceFAb-ig $10,000 uiiich its not exempt from the provisions of tly-- Equal Oplxu-tusnity clause. The certifier
tics uny be sulraittei eitli.r for each subccntr,ct or for a11. subccmLiiicts during a period (i.e.,
quarterly, smimm si y, or mumally).
NDIE: The penalty for making false statm�its in offers is pr^ezr-rilxal in .18 U.S.C. 1001.
RUIER #7 FTMlIE UITIJZATICN
This subcontractor stidLl make every effort to achieve flue nari(iolly estahli_il"- fci-arle ittilizaticn Sad
of 6.9% or more, by craft, mid shall maintain or shril l eviduice of all good faith efforts should its
actual. utilization of said establi_1itxl gcx-il not be net. If required by Diclann Lkdl.ders, Inc. or any
government or other agency, this suhccxitrsctor agrees to pinrride docuixmuxt evicuice of its good faith
efforts to achieve the nationally established fmale utili:ntion goal or furni_1i written verifiatle
evidence that it has achieved said gool.
n,
:;<'Itl't'.i1�.-'•.Clii2 r`+t�1�Y���I.1.1�C,1'��t[•1rI'
Date
TINS Ofmva' 1110 sialn BY Tim Stlll(T7m"',CIL14, IS NU L AND V011) U?;i I., All. RI.DElS ARE IM11MID.
DUBLI14 CIVIC CENTER PROJECT - DN1 PROJECT 11344
RIDER NO. 8
GENERAL CONTRACT DOCUMENTS
Contract Documents referenced in Subcontract Agreement consist of the following,
and are by reference, a part of this Agreement:
Contract Agreement with the City of Dublin for the Dublin Civic Center Project,
dated December 21, 1987 .
Addendum No. 1, dated November. 9, 1987
Addendum No. 2, dated November 16, 1987
Addendum No. 3, dated December 1, 1987
Addendum No. 4, dated December 3, 1987
Contract Specifications prepared by George Miers & Associates dated October 26,
1987 .
Contract Drawings include any Addenda dra+jings .issued with Addenda Nos. 1, 2, 3,
and 4.
ACKNOPTI,EDGi•SENT
Name
Date
DUBLIN CIVIC CENTER PROJECT - DNI PROJECT 0344
RIDER NO. 9
INSURANCE REQUIREMENTS
Per the project Specifications (General Provisions, Article 65: Required
Insurance) and your Subcontract Agreement with Dickman-Nourse, Inc.
(Article 10: Insurance) the following insurance coverage is required before
final. execution of this Agreement:
Comprehensive General Liability & $1 ,000,000
Automobile Liability
Workmen' s Compensation $2,000,000
& Employer' s Liability
Policy # - Comprehensive General Liability and
Policy # - Automobile Liability
Policy # - Workman' s Compensation
ADDITIONAL INSURED ENDORSEMENT:
The following statement is to be a part of your insurance policy:
The Certificate Holder (Dickman-Nourse, Inc. ) is an Additional Insured solely as
respects all work performed and vehicles used by or for the Named Insured in
connection with the Dublin Civic Center Project. Such insurance as is
afforded by the aforementioned policies is primary insurance and no other
insurance of the Additional Insured will be called upon to contribute to a loss.
All insurance to have a 30-day notice of cancellation.
LOWER TIER SUBCONTRACTORS must also submit Certificates of Insurance providing
the above coverage and showing Dickman-Nourse, Inc. , 120 Pioneer Way, Mountain
View, CA as "Additional Insured" as well as 30-day Notice of Cancellation prior
to final execution of this Subcontract Agreement.
ACKNOWLEDGEMENT
Name
Date
DUBLIN CIVIC CENTER PROJECT - DNI PROJECT #344
RIDER NO. 10
SUBLETTING/SUPPLIERS
I do not intend to use lower-tier subcontractors on this project.
I intend to use the following subcontractors on this project.
SUBCONTRACTORS:
Name Name
Address Address
Phone
I acknowledge that by listing the use of subcontractors on this project that I
am responsible for their compliance with the requirements dictated by this
project, (See Rider No. 9) including, but not limited to insurance certificates
with proper coverage showing Dickman-Nourse, Inc. , 120 Pioneer Way, Mountain
View, CA as Additional Insured and having a thirty (30) day written notice of
cancellation. Failure to provide information requested will be grounds to
withhold progress payments.
SUPPLIERS:
Name Name
Address Address
Phone
*Please continue on an additional page, if neeced.
Ac'Kno%;;1edgement
�—� I
Date:
DUBLIN CIVIC CENTER PROJECT - DNI PROJECT 0344
RIDER NO. 11
In accordance with the General Conditions: NONDISCRIMINATORY PRACTICES,
subcontractors are bound by the provisions therein.
RIDER NO. 12
In accordance with the Project Specifications and the AFFI.R14ATIVE ACTION
PROGRA14, subcontractors are bound by the provision therein.
RIDER NO. 13
SUBSTITUTIONS/DEVIATIONS
Subcontractor will be totally responsible for any substitutions or deviations
from the Contract Documents proposed by the Subcontractor. Responsibility
includes all costs incurred to provide substitution/deviation unless
substitution/deviation is ordered by the Owner or its agents. Subcontractor
warrants said substitution as equal to`or better than material/workmanship
specified and will defend and hold harmless Owner, Contractor and/or its agents
against any and all claims arising out of said substitution/deviation.
RIDER NO. 14
SCHEDULING
Subcontractor is to furnish to the General Contractor a complete schedule for
his operation only. The schedule is to show the time and dollar value for each
ohase of work. Schedule and values are to meet the approval of the Owner and
the General Contractor.
AChNGWLEDGEM NT:
Name
Date
5753 So, Front Road Livermore, California 94550 )415) 443.2424
t)ecemher 1 . 19p8
Dickman-Nourse , Inc .
120 Pioneer way
P. 0. Box 7007
mountain View, Ca 94039 u► U
nttn : Frank Martinez r '
P.e : Dublin Civic Center DjCKAfAjV_jVCURSE
Sub: Your letter dated 11-28-88
Clarificzition Respons:� # 138 & 4144
Dcar Frank ,
In regards to your letter dated 11-28-88 , reEerence
clarification # 138 & = 144 , we respond as follows :
Reference Item 41 :
Mysterious metal has been defined as a 18 gauge stud which welds
to the beam. While section 05400 involves a dispute between us , this
_ iarification is obviously a change order . The price for this change
jrdt-?r must be agreed upon by both parties , prior commencement of such
We ar•:? pleased to offer our quote for such work as follows :
Engineering , detail , drawing general - $12 , 000 . 00
Installation of such detail work - $42 , 000 . 00
Total for such work - $54 , 000 . 00
A 35 day time extension is requested .
Reference Item # 2 :
The detail appears to be a change as identified by revision # 2 ,
date-3 4- 12-88 . As such , it is further changed by your clarification
fa '. ls into the same price structure as Item 1 .
7,1; s offar must be accepted within 15 days .
Sincerely,
B.W. Spence
President
I WS :mks
1-:YtiI�3IT 3
DICKMAN-NOURSE, INC.
BUILDERS
120 PIONEER WAY • P.O. BOX 7007 MOUNTAIN VIEW.CALIFORNIA 94039 TELEPHONE(41.51967.7866
F
cc Front Road
�• To_a'�atter sated
°en.
�r-ers referenced above our sta-ements chat
:'ed_•/ t, ."Cl-r - ti , : ,t. ,�. . a- ^.e Architect .s
a d t at b:a
s S':'Y.:_ Jt' s0'_ '.
r-ac pv sect a•a^"a ns •f. and
plans are sur^uc :ri �: -v. ✓ y Q
'...-@r✓''PVe^`Jnn
s Gear a Dart of tine sCoAe of .:o'.:r Ccntract ana you .'lave
-rsct ra: ca' culat:o°.s re=' =red' by
the s;ncQ .raw?ngs and s_ _ studs. his fa. -
= aena:._es.
ne rocress
^.` work ad oor _encs de: �s
:f e receive your agreement by December %, at the ciose of
w.. do n0'_ � -
nave the
s:_e= .o oroduce these documents within twe weeks, we w�
p. J'.'.E:
a-,--; ^�.argp your ::�CCO�^.=•
:er
EXI,13IT 4
EI vEti
U
' (; � 1yyN
LAIi oFFiLES OF
STALEY, J4t.Jsc�v tc it►:ir.:�i. DICKMANNpURSE
5776 STONERIDG`: MALI YCf.
SU11L .II0
PLEASANTON• CALIF'UItNIA Ua',MS
T E..E a.-;•.0 14141 4C3-0750
A.BCRT L. BERNA- 11 1LLL1'Lf :4,51 453•()407
NOGLN L. E.REM•..-v "
BRucE �OBSGN
i RCFERENCE NO:
•
W. CYAN NEILSE N, -Jr.
CATnCR�NC T. R�S.- December 6, 1988
JGn1. r, S-ALCM
Mr. Henry K. Nourse, III
Dickman-Nourse, Inc.
P.O. Box 7007
Mountain View, CA 94039
Re: DNI Project- 344-902
Olympia Letter Dated 12/01/86
Re: Concerning 5/A9. 11, 6/A9 . 1 and Z-Clip
Dublin Civic Center
Dear Mr. Nourse:
As you are aware, our firm is general counsel for Olympia
Drywall Co. Despite the fact that our client has previously
addressed the issues of your December 2 , 1988 letter in previous
correspondence, we will again reiterate our client' s position.
First, Section 05400 is not clearly a part of the :scope of
Olympia Drywall Co. ' s contract with DNI. As DNI is already fully
aware, when Olympia Drywall Co. bid this job, it specifically
excluded the work referenced in Section. 05400. Additionally,
Olympia Drywall Co. and DNI have agreed to stipulate to binding
arbitration in order to determine whether or not Section 05400 is
part or the scope of Olympia Drywall Cu. * ::; uocitract with DIN1.
Nonetheless, no matter what the outcome of that arbitration
is, it is still Olympia Drywall Co. 's position that the work
referenced in your aforementioned letter constitutes a change
order. Though Olympia Drywall Co. is prepared to immediately
commence this work on this portion of the job, it will do so only
after its December 1, 1988 quote is accepted by DNI and a change
order is issued in the amount of $54 , 000. 00. If DNI questions the
amount of the quote, it should contact Olympia Drywall Co.
immediately in order to discuss its concerns. Furthermore, along
with this change order, Olympia Drywall Co. is requesting a thirty-
five (35) day extension of time to perform this work. Please keep
in mind that this offer shall expire at Midnight on December 15 ,
1958 .
EXIIJoIT 5
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'} Y..•.::•.r' yam..'L:. it S�.� t r✓., ..SP .1 K..�a r / .0 k if .✓ wr .t Ld.
Mr. Henry K. Nourse, III
l November 6, 1988 ;
i Page 2 } ,
n
As such, Olympia Drywall requests that the change .order be
issued immediately so that it can commence work as soon as possible
in preparing the shop drawings and structural .calculations .required
by Paragraph 1. 04-A and B for the interior structur i al .studs.
Very truly yours, . j ►,
STALEY, JOBSON & BERNAL
w artner ip/
j,d +•
R L. E6 SKY
RLE/a r
cc: Olympia Drywall Co.
R8-1094
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_ G CP
CHANGES AND EXTRA `N.ORK:
ciuction or deletion in Lt�e tivork to be performed or
a Contractor reserves the right I)y written ��rder to rn�3ke any change. addition, re
(a) contract, ��nd Contractor shall nld�kF: ,in approl�r'►;�tc� ac;justmnt therefor in compensation.
materials to be furnished under this Sub( adjustment shalt be agreed upon in
t ontr:3ct wurlt. If Subcontractor sf�alf ciis��gree with Jrly such adjustment, it shall give, wit :rrr
and time fen performance of .tie s�rbc
of receipt of sr,cli order, written notice thereof to Conti neoV`r�'d�s nh�n�etd r nd nS s m
ten (10) days
writing by the parties thereto, but contractor shall roceed with t
(b) If Owner shall order any cl ,ant,es or extra work, including additions, reducti:_;ns or de!c}ions, in `them forn�ttbie work as requ eed.
under or w'th�n the general classification of any wr�r to be 3�Ce hall ber�,5r►tie..pairt�e a reeoIf�the parties are unable tonag'te f
and any �;i t�stn�Pnt in compensation or in tinlc. f�>r perform
proceed with suci� ���c�rk and shall �,ive prorrrf�t writt°n rt��tice thereof O rt SC���ontractor The
shalllcon�f.iy
SuUCOntr.lt:tOr sh.311 d by the Owner. If
cerr�pens�}c�on and the tinrc� Of performance shell ri�c' a Instdl`containJd� f\in the General (;ontract or required n3tron er to
With and be hound by any cl�rin�s procedure, int;lrrc_rr�g arbitration,
any Claim of Subcontractor is presented to O%rvrler together with claims of i;t���tractU�i�.�� ttli�t r Contractor's cfetzrr»r
Subcontractor's share of any award by Owner whether for be
extban labor furnish:�d:. �_h noes or otherwise, sh3II be allowed by
(c) N claim for additional compensation, whet S. h given Contrat:�r
�u�:h claim ar �sLs ��b,,�nt, victor has ,
Contractor in favor of Subcontractor unless within tern (10) days after` } 7,11 the d
written n.etrce of its claim. Ally such extra, chani�eci car, addrtic�nai work s,ra.� � suhit:c, ::I; o. tic t�.r:1rS and conditions of this
Subcontract.
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RESOLUTION NO. - 89
A RESOLUTION OF THE CITY COUNCIL Q T Al
OF THE CITY OF DUBLIN RESOLOTt O `_
AUTHORIZING SUBSTITUTION OF SUBCONTRACTOR
CIVIC CENTER PROJECT - GYPSUM WALLBOARD
WHEREAS, Section 4107 of the California Public Contract Code sets forth
the procedure for substitution of listed subcontractors; and
WHEREAS, Dickman-Nourse, Inc. (DNI), is the prime contractor for
Agreement No. 87-9: Dublin Civic Center; and
WHEREAS, DNI has requested authorization to substitute Aderholt Specialty
Co. , Inc. , for Olympia Drywall Company, (OLYMPIA); and
WHEREAS, notice of these proceedings has been duly given, and Olympia has
filed written objections to the substitution; and
WHEREAS, DNI has provided sufficient evidence that a substitution is
warranted pursuant to Sections 4107(a) (3) and 4107(a) (7) of the California
Public Contract Code; and
WHEREAS, the City Council conducted a public hearing on February 13,
1989; and
WHEREAS, no appearance was made by Olympia at the public hearing.
NOW, THEREFORE, BE IT RESOLVED that based on the evidence presented at
the public hearing and in accordance with the California Public Contract Code,
the City Council of the City of Dublin hereby authorizes Dickman-Nourse, Inc.
to substitute Aderholt Specialty Co. , Inc. in place of Olympia Drywall Co., as
the subcontractor for specified work on the Dublin Civic Center Project No.
87-9.
BE IT FURTHER RESOLVED that as an expressed condition of the City Council
authorization to substitute the subcontractor, DNI shall execute the attached
Letter of Indemnification, attached hereto and by reference made a part hereof.
BE IT FURTHER *RESOLVED, this authorization shall be subject to all
pertinent sections of Contract 87-9 by and between Dickman-Nourse, Inc. , and
the City of Dublin.
PASSED, APPROVED AND ADOPTED this 13th day of February, 1989.
AYES:
NOES:
ABSENT:
Mayor
ATTEST:
City Clerk
EMIT
-21
91
".�,,
le. V,. n,x,
wl
LETTER OF INDEMNIFICATION
TO: Richard C. Ambrose, City Clerk
Dickman-Nourse, Inc. (DNI) , has requested that the Dublin City
Council authorize the substitution of Aderholt Specialty Co., Inc.,
for Olympia Drywall Company.
In accordance with all applicable sections of the California Public
Contract Code, the City Council has conducted a hearing on the
matter. The City Council has approved the substitution contingent
upon an authorized representative of DNI executing this letter.
Dickman-Nourse, Inc. (DNI) , hereby acknowledges that in consideration
for authorization herein granted, DNI agrees to indemnify and hold
harmless and release the City of Dublin, its officers, agents and
employees from any and all claims of action and suits arising out of
or in any way connected with the City Council authorization to
substitute .the above referenced subcontractors.
Signed and accepted on behalf of Dickman-Nourse, Inc.
By:
Henry K. Nourse, II
President, DNI
Dated:
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RESOLUTION NO. - 89
A RESOLUTION OF THE CITY COUNCIL ++``
OF THE CITY OF DUBLIN R ?a 5 L Q %)T=D N
AUTHORIZING SUBSTITUTION OF SUBCONTRACTOR
CIVIC CENTER PROJECT - GYPSUM WALLBOARD
WHEREAS, Section 4107 of the California Public Contract Code sets forth the
procedure for substitution of listed subcontractors; and
WHEREAS, Dickman-Nourse, Inc. (DNI) , is the prime contractor for Agreement No.
87-9: Dublin Civic Center; and
WHEREAS, DNI has requested authorization to substitute Aderholt Specialty Co. ,
Inc. , for Olympia Drywall Company, (OLYMPIA); and
WHEREAS, notice of these proceedings has been duly given and Olympia *has filed
written objections to the substitution; and
WHEREAS, DNI has provided substantial evidence representing that a substitution is
warranted pursuant to Sections 4107(a) (3) and 4107(a) (7) of the California Public
Contract Code; and
WHEREAS, the City Council conducted a public hearing on February 13, 1989; and
WHEREAS, at said public hearing, Olympia Drywall Co., presented testimony
objecting to the substitution.
NOW, THEREFORE, BE IT RESOLVED that based on the attached "Findings of Fact" and
in accordance with the California Public Contract Code, the City Council of the City of
Dublin hereby authorizes Dickman-Nourse, Inc. to substitute Aderholt Specialty Co. ,
Inc. in-place of Olympia Drywall Co. , as the subcontractor for specified work on the
Dublin Civic Center Project No. 87-9.
BE IT FURTHER RESOLVED that as an expressed condition of the City Council
authorization to substitute the subcontractor, DNI shall execute the attached Letter of
Indemnification, attached hereto and by reference made a part hereof.
BE IT FURTHER RESOLVED, this authorization shall be subject to all pertinent
sections of Contract 87-9 by and between Dickman-Nourse, Inc. , and the City of Dublin.
PASSED, APPROVED AND ADOPTED this 13th day of February, 1989.
AYES:
NOES:
ABSENT:
Mayor
ATTEST:
City Clerk
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FINDINGS OF FACT
Hearing related to Request for Substitution of Drywall Contractor
A. The City of Dublin was presented with a request for substitution
by Dickman-Nourse, Inc., in accordance with the Public Contract
Code.
B. The City of Dublin mailed a notice of the request to substitute
to Olympia Drywall Co. The document was received by Olympia on
January 25, 1989.
C. Olympia filed written objections to the substitution. The
objection was received by the City on January 30, 1989.
D. Olympia was advised of the scheduled hearing in a notice received
on February 3, 1989.
E. The City Council conducted a public hearing on Monday,
February 13, 1989.
h
[The remaining findings will need to be completed after the hearing.]
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LETTER OF INDEMNIFICATION
TO: Richard C. Ambrose, City Clerk
Dickman-Nourse, Inc. (DNI), has requested that the Dublin City
Council authorize the substitution of Aderholt Specialty Co. , Inc. ,
for Olympia Drywall Company.
In accordance with all applicable sections of the California Public
Contract Code, the City Council has conducted a hearing on the
matter. The City Council has approved the substitution contingent
upon an authorized representative of DNI executing this letter.
Dickman-Nourse, Inc. (DNI) , hereby acknowledges that in consideration
for authorization herein granted, DNI agrees to indemnify and hold
harmless and release the City of Dublin, its officers, agents and
employees from any and all claims of action and suits arising out of
or in any way connected with the City Council authorization to
substitute the above referenced subcontractors.
Signed and accepted on behalf of Dickman-Nourse, Inc.
By:
Henry K. Nourse, II
President, DNI
Dated: