Contract CSI GeneralConditions

DIVISION 0 SECTION 00700

GENERAL CONDITIONS PAGE i OF iii

Bid No. B03326 00700-i Historic Horace Mann School Addition & Renovation General Conditions

GENERAL CONDITIONS FOR SEATTLE SCHOOL DISTRICT PROJECT

CONTENTS PAGE

PART 1 - GENERAL PROVISIONS ..................................................................................... 1

1.01 DEFINITIONS ............................................................................................... 1

1.02 ORDER OF PRECEDENCE ......................................................................... 3

1.03 EXECUTION AND INTENT ......................................................................... 4

PART 2 - INSURANCE AND BONDS .................................................................................. 4

2.01 GENERAL PROVISIONS ............................................................................. 4

2.02 CONTRACTOR'S LIABILITY INSURANCE ............................................. 5

2.03 LIMITS OF LIABILITY ............................................................................... 5

2.04 BUILDER’S RISK INSURANCE ................................................................. 6

2.05 POLLUTION LIABILITY INSURANCE ...................................................... 7

2.06 COVERAGE PERIOD .................................................................................. 7

2.07 CERTIFICATES OF INSURANCE .............................................................. 7

2.08 RENEWAL, TERMINATION, CANCELLATION, EXPIRATION, AND ALTERATION .............................................................................................. 7

2.09 ADDITIONAL INSUREDS; RIGHT OF SUBROGATION ......................... 7

2.10 NO LIMITATION ......................................................................................... 8

2.11 OWNER’S RIGHT TO MAINTAIN INSURANCE ..................................... 8

2.12 PAYMENT AND PERFORMANCE BONDS .............................................. 8

2.13 ADDITIONAL BOND SECURITY .............................................................. 8

2.14 ASBESTOS/LEAD ABATEMENT INSURANCE ........................................ 8

PART 3 - TIME AND SCHEDULE ....................................................................................... 8

3.01 COMMENCEMENT, PROGRESS AND COMPLETION ........................... 8

3.02 CONSTRUCTION PROGRESS SCHEDULE .............................................. 9

3.03 OWNER'S RIGHT TO SUSPEND THE WORK FOR CONVENIENCE .... 10

3.04 OWNER'S RIGHT TO STOP THE WORK FOR CAUSE ........................... 11

3.05 FORCE MAJEURE ....................................................................................... 11

3.06 NOTICE TO OWNER OF LABOR DISPUTES ........................................... 12

PART 4 - DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS ........................ 12

4.01 DISCREPANCIES AND CONTRACT DOCUMENT REVIEW ................. 12

4.02 PROJECT RECORD ...................................................................................... 13

4.03 SHOP DRAWINGS ....................................................................................... 13

4.04 ORGANIZATION OF DOCUMENTS .......................................................... 15


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Bid No. B03326 00700-ii Historic Horace Mann School Addition & Renovation General Conditions

4.05 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS ............................................................................................... 15

PART 5 - PERFORMANCE ................................................................................................... 16

5.01 CONTRACTOR CONTROL AND SUPERVISION .................................... 16

5.02 PERMITS, FEES AND NOTICES ................................................................ 17

5.03 PATENTS AND ROYALTIES ..................................................................... 17

5.04 PREVAILING WAGES ................................................................................ 17

5.05 HOURS OF LABOR ..................................................................................... 18

5.06 NONDISCRIMINATION .............................................................................. 18

5.07 SAFETY PRECAUTIONS ............................................................................ 18

5.08 OPERATIONS, MATERIAL HANDLING AND STORAGE AREAS ....... 20

5.09 PRIOR NOTICE OF EXCAVATION ........................................................... 21

5.10 UNFORESEEN PHYSICAL CONDITIONS ................................................ 21

5.11 PROTECTION OF EXISTING STRUCTURES, EQUIPMENT, VEGETATION, UTILITIES AND IMPROVEMENTS ........................................................... 21

5.12 LAYOUT OF WORK .................................................................................... 22

5.13 MATERIAL AND EQUIPMENT ................................................................. 22

5.14 AVAILABILITY AND USE OF UTILITY SERVICES ............................... 23

5.15 TESTS AND INSPECTION .......................................................................... 23

5.16 CORRECTION OF NONCONFORMING WORK ....................................... 24

5.17 CLEANUP ..................................................................................................... 25

5.18 SAFE ACCESS TO WORK .......................................................................... 25

5.19 OTHER CONTRACTS .................................................................................. 25

5.20 ASBESTOS .................................................................................................... 26

5.21 SUBCONTRACTORS AND SUPPLIERS ................................................... 27

5.22 WARRANTY OF CONSTRUCTION ........................................................... 29

5.23 INDEMNIFICATION .................................................................................... 29

PART 6 - PAYMENTS AND COMPLETION ....................................................................... 30

6.01 CONTRACT SUM ........................................................................................ 30

6.02 SCHEDULE OF VALUES OR PROGRESS SCHEDULE ........................... 30

6.03 APPLICATION FOR PAYMENT ................................................................ 30

6.04 PROGRESS PAYMENTS ............................................................................. 31

6.05 PAYMENTS WITHHELD ............................................................................ 32


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Bid No. B03326 00700-iii Historic Horace Mann School Addition & Renovation General Conditions

6.06 RETAINAGE AND BOND CLAIM RIGHTS .............................................. 33

6.07 SUBSTANTIAL COMPLETION .................................................................. 33

6.08 PRIOR OCCUPANCY .................................................................................. 33

6.09 FINAL COMPLETION, ACCEPTANCE AND PAYMENT ....................... 34

6.10 RELEASE OF RETAINAGE ........................................................................ 35

PART 7 - CHANGES .............................................................................................................. 35

7.01 CHANGES IN THE WORK .......................................................................... 35

A. Owner Directed Changes ................................................................. 35

B. Contractor Requested Changes ........................................................ 36

C. Requirement to Proceed With Work ................................................ 38

D. Notice of Impasse ............................................................................ 38

7.02 CHANGE ORDER PRICING ........................................................................ 38

7.03 COMPENSATION FOR CHANGE IN CONTRACT TIME RESULTING FROM CHANGES ...................................................................................................... 41

7.04 COMPENSATION FOR CHANGES IN CONTRACT TIME ONLY ........... 42

7.05 ESCROW OF BID DOCUMENTATION ...................................................... 43

7.06 AUDITS .......................................................................................................... 44

PART 8 - DISPUTE RESOLUTION AND CLAIMS ............................................................. 46

8.01 GENERAL ...................................................................................................... 46

8.02 DISPUTE RESOLUTION PROCEDURE ...................................................... 47

PART 9 - TERMINATION OF THE WORK ......................................................................... 48

9.01 TERMINATION BY OWNER FOR CAUSE ............................................... 48

9.02 TERMINATION BY OWNER FOR CONVENIENCE ................................ 49

PART 10 - MISCELLANEOUS PROVISIONS .................................. ................................... 50

10.01 GOVERNING LAW ...................................................................................... 50

10.02 SUCCESSORS AND ASSIGNS ................................................................... 50

10.03 MEANING OF WORDS ................................................................................ 51

10.04 APPLICABLE STATUTES ........................................................................... 51

10.05 RECORDS RETENTION .............................................................................. 52

10.06 THIRD PARTIES .......................................................................................... 52

10.07 ANTITRUST ASSIGNMENT ....................................................................... 52

10.08 SEVERABILITY ........................................................................................... 52

10.09 AMENDMENTS, WAIVER, COURSE OF DEALING ................................ 52


GENERAL CONDITIONS PAGE 1 OF 54

Bid No. B03326 00700-1 Historic Horace Mann School Addition & Renovation General Conditions

PART 1 - GENERAL PROVISIONS

1.01 DEFINITIONS

All references to particular Sections are to the corresponding Section of the Project Manual (Sections 00002 through 16999, as applicable) for this Contract.

A. "Application for Payment" means a written request submitted by Contractor for payment of Work completed in accordance with the Contract Documents and approved Schedule of Values, supported by such substantiating data as Owner or A/E may require, as further described in paragraph 6.03.A.

B. "Architect," "Engineer" or "A/E" means a person or entity lawfully entitled to practice architecture or engineering, designated by Owner in the Contract Documents as the Architect.

C. “Change” shall have the meaning set forth in paragraph 7.01.

D. "Change Order" means a written instrument signed by Owner and Contractor stating their agreement upon the following: (1) a change in the Work; (2) the amount of the adjustment in the Contract Sum, if any; and (3) the extent of the adjustment in the Contract Time, if any.

E. “Change Order Proposal” shall have the meaning set forth in paragraph 7.01A.

F. "Claim" means Contractor's exclusive remedy for resolving disputes with Owner regarding the terms of a Change Order or a request for equitable adjustment, as more fully set forth in Part 8.

G. “Change Determination” shall have the meaning set forth in paragraph 7.01.A.

H. “Change Directive” shall have the meaning set forth in paragraph 7.01.A.

I “Construction Manager” means the person or entity designated as the Construction Manager in the Contract Documents.

J. "Contract Documents" or “Contract” means the Advertisement for Bids, Instructions to Bidders, executed Form of Proposal, General Conditions, Supplemental Conditions, Agreement between Owner and Contractor, Drawings and Specifications, all other documents in the Project Manual, all bid addenda, and any modifications thereto.

K. "Contract Sum" is the total amount payable by Owner to Contractor for performance of the Work in accordance with the Contract Documents.

L. "Contract Time" is the number of calendar days allotted or the deadline date in the Contract Documents for achieving Substantial Completion of the Work.

M. "Contractor" means the person or entity who has agreed with Owner to perform the Work in accordance with the Contract Documents.

N. "Days" means calendar days, unless otherwise specified.

O. “Division 1” means Sections 01000 through 01999 as applicable.




P. "Drawings" are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, and may include plans, elevations, sections, details, schedules and diagrams. "Drawings," as defined herein, do not include shop drawings or other drawings submitted by Contractor.

Q. “Excavation” shall have the meaning set forth in paragraph 5.09.

R. "Final Acceptance" shall have the meaning set forth in paragraph 6.09B.

S. "Final Completion" shall have the meaning set forth in paragraph 6.09A.

T “Final Release” shall have the meaning set forth in paragraph 6.09C.

U. "Force Majeure" means those acts entitling Contractor to request an equitable adjustment in the Contract Time, as more fully set forth in paragraph 3.05A.

V. "Notice" means a written notice which has been delivered in person, by facsimile, or by registered or certified mail, to the designated recipient at the address specified in Section 00500.

W. "Notice to Proceed" shall have the meaning set forth in Paragraph 3.01A.

X. "Owner" means Seattle School District No. 1. Where the Contract Documents call for performance by "Owner", this may be accomplished by Owner's Representative except as otherwise indicated.

Y. "Owner's Representative" means an individual or entity designated in writing as such by the Owner in the Contract Documents or by separate writing, as amended from time to time.

Z. "Person" means a corporation, partnership, business, association of any kind, trust, company or individual.

AA. “Project Record” shall have the meaning set forth in paragraph 4.02A.

BB. "Progress Schedule" means a schedule of the Work, prepared by Contractor in a form satisfactory to Owner, as further described in paragraph 6.02.

CC. "Project" means the total construction of which the Work performed in accordance with the Contract Documents may be the whole or a part and which may include construction by Owner or by separate contractors.

DD. "Reference Documents" means the reports and drawings available to the Bidders for information and reference in preparing Bids in Section 00200.

EE. "Schedule of Values" means a written breakdown allocating the total Contract Sum to each principal category of Work, in such detail as specified in Division 1.

FF. “Shop Drawings” shall have the meaning set forth in paragraph 4.03A.

GG. "Specifications" are that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards and workmanship for the Work, and performance of related services.




HH. "Subcontract" means a contract entered into by Contractor with a Subcontractor for the purpose of obtaining supplies, materials, equipment or services of any kind for or in connection with the Work.

II. "Subcontractor" means any Person, other than Contractor, who agrees to furnish or furnishes any supplies, materials, equipment or services of any kind in connection with the Work.

JJ. "Substantial Completion" means that stage in the progress of the Work where Owner has full and unrestricted use and benefit of the facilities for the purposes intended, as more fully set forth in paragraph 6.07.

KK. "Warranty" means all warranties of materials, equipment and workmanship required by the Contract Documents, and includes without limitation all required warranties pertaining to commissioning of systems and equipment, and pertaining to final acceptance of the Work.

LL. "Work" means the construction and services required by the Contract Documents, and includes, but is not limited to, labor, materials, supplies, equipment, services, permits, and the manufacture and fabrication of components, performed, furnished or provided in accordance with the Contract Documents.

1.02 ORDER OF PRECEDENCE

A. In the event of a conflict between the provisions of one or more of the Contract Documents, the provisions will be interpreted so as to harmonize the conflicting provisions to the extent possible so as to give effect to each provision. If, notwithstanding the foregoing sentence, two or more provisions cannot be harmonized, the order of precedence among the conflicting provisions shall be the following:

1. Change Orders and amendments to the Contract.

2. Signed Agreement between Owner and Contractor (Section 00500).

3. Addenda (later having precedence over former).

4. Supplemental Conditions (Section 00800).

5. General Conditions (Section 00700).

6. Specifications, Sections 01000 through 01999

7. Specifications, Sections 02000 through 17999

8. Drawings – in case of conflict within the Drawings, large-scale drawings shall take precedence over small-scale drawings.

9. Signed and completed Bid Form, including attachments (Section 00400).

10. Instructions to Bidders (Section 00200).

11. Advertisement for Bids (Section 00100).




1.03 EXECUTION AND INTENT

Contractor makes the following representations to Owner:

A. The Contract Sum is reasonable compensation for the Work and the Contract Time is adequate for the performance of the Work, as represented by the Contract Documents;

B. Contractor has carefully reviewed the Contract Documents, visited and examined the Project site, become familiar with the local conditions in which the Work is to be performed and conducted such examination as it deems necessary to satisfy itself as to the nature, location, character, quality and quantity of the Work, the labor, materials, equipment, goods, supplies, work, services and other items to be furnished and all other requirements of the Contract Documents, as well as the surface and subsurface conditions and other matters that may be encountered at the Project site or affect performance of the Work or the cost or difficulty thereof, which would have been revealed by an examination of the site and by information otherwise available;

C. Contractor is financially solvent, able to pay its debts as they mature and possesses sufficient working capital to complete the Work and perform Contractor's obligations as required by the Contract Documents; and

D. Contractor is able to furnish the plant, tools, materials, supplies, equipment and labor required to complete the Work and perform the obligations required by the Contract Documents and has sufficient experience and competence to do the Work.

PART 2 - INSURANCE AND BONDS

2.01 GENERAL PROVISIONS

A. Contractor shall, at its sole cost and expense, with respect to Contractor, its subcontractors of any tier, and their employees, officers, representatives and agents, ensure that Contractor and its subcontractors maintain in effect at all times during the performance of the Work coverage or insurance in accordance with the applicable laws relating to workers’ compensation and employer’s liability insurance (including, but not limited to, the Washington Industrial Insurance Act), regardless of whether such coverage or insurance is mandatory or merely elective under the law. Prior to commencing the Work, Contractor shall furnish to Owner assurance and evidence acceptable to Owner of coverage or insurance with respect to all persons performing the Work in accordance with the applicable laws relating to workers’ compensation and employer’s liability insurance (including, but not limited to, Certificate(s) of Compliance as issued by the Washington State Department of Labor and Industries).

B. Without limiting the generality of paragraph 2.01.A above, Contractor shall purchase and maintain insurance as set forth below for all its employees, officers, representatives and agents engaged in Work on this Project under this Contract. In case any such Work is subcontracted, Contractor shall require the subcontractor to provide the same insurance coverage for all of the latter’s employees, officers, representatives and agents engaged in such Work. In case any class of employees engaged in hazardous work under this Contract and the site of the Project is not protected under the above Washington State Industrial Insurance Act, or “stop-gap” insurance, Contractor shall provide and shall cause each subcontractor to provide compensation insurance and employer’s liability insurance with a private insurance company.

C. Prior to the commencement of performance of the Work, Contractor shall, at its sole cost and expense, secure such liability insurance as will protect Contractor, its employees, officers,




representatives and agents, Owner and Owner’s Representative, and Construction Manager and Architect/Engineer from and against any and all claims and liabilities arising out of bodily or personal injury (including death) or property damage that may result from Contractor’s operations or performance of Contractor’s obligations under this Contract, whether such performance is by Contractor or any of its subcontractors. All such insurance shall be placed with such insurers and under such forms of policies as may be acceptable to Owner.

2.02 CONTRACTOR’S LIABILITY INSURANCE

A. Contractor shall, at its own expense, secure and maintain Commercial General Liability; including Products and Completed Operations; and Contractual Liability. Without limiting the generality of the foregoing, such insurance shall protect Owner, Owner’s Representatives, Construction Manager, Architect/Engineer and Contractor from the following claims which may arise out of, result from or relate to Contractor’s operation or performance under the Contract:

1. claims under worker’s compensation, disability benefit and other similar employee benefit act;

2. claims for damages because of bodily injury, occupational sickness or disease, or death of its employees;

3. claims for damages because of bodily injury, occupational sickness or disease, or death of any person other than its employees;

4. claims for damages, insured by usual personal and advertising injury liability coverage which are sustained (1) by any person as a result of an offense directly or indirectly related to the employment of such person by Contractor, or (2) by any other person;

5. claims for damages, other than to work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; and

6. claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle.

B. All required liability policies shall be written on an “occurrence” and not “claims-made” form.

C. The insurance required by subparagraph 2.02.A.1 shall include contractual liability insurance applicable to Contractor’s indemnification obligations under this Agreement.

D. All required liability policies shall be specifically endorsed as primary insurance, and not contributory to any other insurance or self-insurance available to Owner.




2.03 LIMITS OF LIABILITY

A. The liability insurance required herein shall be written for not less than that stated in these Contract Documents; or one million dollars ($1,000,000), whichever is greater. Except for Workers’ Compensation, limits shall be project specific and dedicated to work performed under this Contract, unless otherwise agreed to by Owner. The amounts of insurance shall not be less than:

Workers’ Compensation Statutory

employer’s liability $1,000,000 each accident

(stop gap) $1,000,000 disease-policy limit, $1,000,000 each employee

commercial general liability (per occurrence/aggregate)

bodily injury and property damage $1,000,000/$2,000,000

personal and advertising injury $1,000,000/$2,000,000

products and completed operations $1,000,000/$2,000,000

tenant’s legal liability $100,000

automobile liability (owned, non-owned, leased or hired)

$1,000,000 per occurrence

umbrella/excess coverage

contractor’s pollution liability (for projects involving exterior work.)

$5,000,000/occurrence $5,000,000/aggregate

$1,000,000/$2,000,000

2.04 BUILDER’S RISK INSURANCE

A. Contractor shall purchase and maintain property insurance upon the entire Work in an amount equal to the initial Contract Sum as well as subsequent modifications thereto at the replacement value thereof. Such property insurance shall be maintained, until final payment has been made or until no person or entity other than Owner has an insurable interest in the property required by this paragraph to be covered, whichever is earlier. This insurance shall include the interests of Owner, Contractor, and subcontractors regardless of tier.

B. The property insurance shall be on an all-risk policy form and shall insure against the perils of fire and extended coverage and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, false-work, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements. Coverage for other perils shall not be required unless otherwise provided in the Contract Documents. Such insurance will exclude Contractor’s and its Subcontractors’ property except materials and supplies actually consumed in the Work or which become part of the Work.




C. The deductible for such policy shall be not more than $25,000, and Contractor shall pay all losses not covered because of such deductible amount. .

D. Waiver of Subrogation: The Contractor and Owner waive all subrogation rights against each other, any Subcontractors, Architect, Construction Manager, separate contractors, if any, and any of their subcontractors, for damages caused by fire or other perils to the extent covered by insurance obtained pursuant to this Section or other property insurance applicable to the Work. This waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, whether or not the person or entity paid the insurance premium directly or indirectly, and whether or not the person or entity had an insurance interest in the property damaged.

E. If Owner finds it necessary to occupy or use a portion or portions of the Work prior to Substantial Completion thereof, such occupancy or use shall not commence prior to a time mutually agreed to by Owner and Contractor. Consent of Contractor to such occupancy or use shall not be unreasonably withheld. The policy required under subparagraph 2.04.A shall provide that the insurance shall not be canceled or lapsed on account of such partial occupancy or use, provided the insurance company receives notice of such occupancy. See paragraph 6.08.A for additional provisions regarding prior occupancy.

2.05 POLLUTION LIABILITY INSURANCE

Contractor’s Pollution Liability Insurance is part of the required coverage under this contract for the General Contractor if the project involves exterior work outside of any structure. Pollution Liability Asbestos/ Lead Abatement Insurance is required for subcontractors performing hazardous materials work under this contract if Addendum is included as part of the Supplemental Conditions, Section 00800.

2.06 COVERAGE PERIOD

Contractor or its Subcontractors shall maintain the foregoing insurance and coverages in full force and effect at all times; (a) until all of Contractor’s obligations under this Contract have been fully performed, all of the Work has been fully accepted by Owner and all operations of Contractor and its employees, officers, representatives, agents and subcontractors (including, but not limited to, removal of equipment and other property) on or about the site of the Work have been concluded; and (b) in the case of products and completed operations liability insurance, until the expiration of one (1) year after all of Contractor’s obligations under this Contract have been fully performed.

2.07 CERTIFICATES OF INSURANCE

Prior to the commencement of performance of the Work (or within such further time as Owner may allow in writing), Contractor shall deliver to Owner Certificates of Insurance in a form acceptable to Owner as evidence that policies providing insurance with such provisions, coverages and limits are in full force and effect. Such Certificates shall state specifically the name of this Project and its address, and shall evidence the Owner, the Construction Manager, the Architect/Engineer and Owner’s Representatives, if any, as insureds or additional insureds, with submission of form ISO CG2010. These certificates shall contain a provision that coverages afforded by the policies will not be canceled until at least 45 days prior written notice has been given to Owner and additional insureds. Contractor shall also furnish Owner with such additional assurance and evidence of such insurance (such as copies of all insurance policies, certified by an authorized representative of the insurer) as Owner may from time to time request. The certificate shall also evidence that the policies are issued as primary insurance and noncontributory to any insurance or self-insurance applicable to Owner. Products and completed operations coverage shall be submitted with an attached ISO CG 2037 form or similar form.




2.08 RENEWAL, TERMINATION, CANCELLATION, EXPIRATION, AND ALTERATION

In the event of any renewal, termination, cancellation, expiration or alteration in any policy of insurance required under this Contract, Contractor shall deliver to Owner a Certificate of Insurance with respect to any such renewal, termination, cancellation, expiration or alteration, 45 days prior to inception of any such coverage.

2.09 ADDITIONAL INSUREDS; RIGHT OF SUBROGATION

Contractor shall ensure that any policies of insurance that Contractor or any of its subcontractors are required to carry, provide or have provided as insurance against loss of or damage to property or bodily harm that may occur in connection with the Work or this Contract shall name Owner, the Construction Manager, the Architect/Engineer and Owner’s Representatives as additional insureds and include a waiver of the insurer’s right of subrogation against Owner, the Construction Manager, the Architect/Engineer and Owner’s Representative. To the extent permitted by its insurance policies, Contractor hereby waives its rights of subrogation against Owner, the Construction Manager, the Architect/Engineer and Owner’s Representative.

2.10 NO LIMITATION

The requirements of this Contract as to insurance and acceptability to Owner of insurers and insurance to be maintained by Contractor and its subcontractors are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Contractor under this Contract.

2.11 OWNER’S RIGHT TO MAINTAIN INSURANCE

If Contractor or any of its subcontractors fails to maintain the insurance coverage as required by this Part 2, Owner may obtain such insurance coverage as is not being maintained, in form and amount substantially the same as set forth above, and Owner may charge to or otherwise recover from Contractor (e.g., by offset against any amounts due or which may become due Contractor under this Contract), the cost of such insurance.

2.12 PAYMENT AND PERFORMANCE BONDS

Payment and performance bonds, from a surety and in a form acceptable to Owner (See Section 00610), shall be furnished for the Work for 100% of the Contract Sum, including all Change Orders and state sales tax. No payment or performance bond is required if the Contract Sum is $25,000 or less and Contractor agrees that Owner may, in lieu of the bond, retain 50% of the Contract Sum for the period allowed by RCW 39.08.010.

2.13 ADDITIONAL BOND SECURITY

Contractor shall promptly furnish additional security required to protect Owner and persons supplying labor or materials required by the Contract Documents if:

1. Owner has a reasonable objection to the surety; or

2. Any surety fails to furnish reports on its financial condition if requested by Owner.

2.14 ASBESTOS/LEAD ABATEMENT INSURANCE




Asbestos/Lead Abatement Insurance is required if Addendum is included as part of the Supplemental Conditions, Section 00800.

PART 3 - TIME AND SCHEDULE

3.01 COMMENCEMENT, PROGRESS AND COMPLETION

A. “Notice to Proceed” means the date of commencement of the Work as established by the Owner. Contractor shall timely submit an executed contract, evidence of bondability, certificates of insurance, and all other documents required by the Contract Documents. Contractor shall submit an executed contract, performance bond, and certificate of insurance prior to the scheduled Notice to Proceed Date and within seven days after receipt of a completed Agreement Between Owner and Contractor (Section 00500), and all other required submittals in a timely fashion. For each day of delay in the submission of documents, the time to achieve Substantial Completion and Final Completion shall be reduced one day, with no additional compensation to Contractor.

B. Prior to commencement of performance of the Work, Contractor shall deliver to Owner all Certificates of Insurance as required by Part 2 above.

C. Contractor shall diligently prosecute the Work, with adequate forces, to achieve Substantial Completion within the Contract Time and achieve Final Completion thereafter within the time specified.

3.02 CONSTRUCTION PROGRESS SCHEDULE

A. The preliminary Progress Schedule shall be submitted within ten (10) days of issuance of the Notice to Proceed, may be in bar chart format, and shall show the sequence in which Contractor proposes to perform the Work, all milestones indicated in the Contract Documents, the dates on which Contractor plans to start and finish major portions of the Work (including dates for Shop Drawings and other submittals, and for acquiring materials and equipment), and other information required by the Contract Documents including Section 01325, et seq. (“Division 1”). The preliminary Progress Schedule may be general, showing the major portions of the Work, and shall be replaced by the Progress Schedule. See Division 1 for additional information regarding the Progress Schedule.

B. The Progress Schedule shall be in the form, if any, specified in Division 1. A draft of the Progress Schedule must be submitted before the first application for progress payment, and an accepted version is required before the second application for progress payment. Contractor shall revise and resubmit its Progress Schedule, as directed by Owner. Owner may withhold progress payments until a Progress Schedule has been submitted which meets the requirements of this paragraph 3.02 and of Division 1.

C. Approval by Owner of Contractor's Progress Schedule does not constitute an approval or acceptance of Contractor's construction means, methods or sequencing, or its ability to complete the Work within the Contract Time and shall not relieve Contractor of any of its obligations under the Contract Documents.

D. Contractor shall utilize and comply with the Progress Schedule. On a monthly basis, or as otherwise directed by Owner, Contractor shall submit an updated Progress Schedule at its own expense to Owner indicating actual progress. If, in the opinion of Owner, Contractor is not in conformance with the Progress Schedule for reasons other than acts of Force Majeure as identified in paragraph 3.05, Contractor shall take such steps as are necessary to bring the actual completion




dates of its work activities into conformance with the Progress Schedule, or upon prior approval from Owner revise the Progress Schedule to reconcile with the actual progress of the Work.

E. Contractor shall notify Owner in writing within forty-eight (48) hours of any actual or anticipated event which is delaying or could delay achievement of any milestone or performance of any critical path activity of the Work. Contractor shall indicate the expected duration of the delay, the anticipated effect of the delay on the Progress Schedule and the action being or to be taken to correct the problem. Provision of such notice does not relieve Contractor of its obligation to complete the Work within the Contract Time.

F. At the weekly progress meeting, Contractor shall provide Owner with a two-week look-ahead bar chart schedule that shows the work completed the prior week and the work planned for the next two weeks. The look-ahead bar chart schedule shall be consistent with the Progress Schedule and shall be annotated to explain the cause of any delays or schedule revisions. The detail of the schedule shall be dependent on the nature of the work being performed, and as Owner may reasonably require.

G. The Contractor shall furnish such manpower, materials, facilities and equipment and shall work such hours, including night shift, overtime operations, Sundays and holidays, as may be necessary to insure the prosecution and completion of the Work or specified portions thereof within the Contract Time. If Owner determines that progress on the Progress Schedule will not result in Substantial Completion of the Work within the Contract Time, Contractor agrees that it will, as requested by Owner, take any or all of the following actions, at no additional cost to the Owner, to improve the progress so as to result in Substantial Completion within the Contract Time:

1. Increase manpower in such quantities and crafts as will substantially eliminate the backlog of the work;

2. Increase the number of working hours per shift, shifts per working day, working days per week or the amount of equipment, or any combination of the foregoing, sufficiently to substantially eliminate the backlog of accomplishment of activities;

3. Reschedule activities to achieve maximum practical efficiency for accomplishment of related activities.

In addition, the Owner may require the Contractor to submit a recovery schedule demonstrating the Contractor’s proposed plan to make up lags in scheduled progress and to ensure completion of the Work within the Contract Time. If the Owner finds the proposed plan not acceptable, the Contractor may be required to submit a new plan. If the actions taken by Contractor or the second plan proposed are not satisfactory, the Owner may require Contractor to take any of the actions set forth in the paragraph, without additional cost to the Owner, to make up the lag in scheduled progress.

H. The provisions of this paragraph 3.02 shall not impair or affect either (1) Contractor’s obligations under the Contract Documents; or (2) Owner’s right hereunder to suspend the Work, to stop the Work, to direct Changes or to terminate the Contract in whole or in part for either cause or convenience.

3.03 OWNER'S RIGHT TO SUSPEND THE WORK FOR CONVENIENCE

A. Owner may, at its sole discretion, order Contractor, in writing, to suspend all or any part of the Work for up to 90 days, or for such longer period as mutually agreed.




B. Upon receipt of a written notice suspending the Work, Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of cost of performance directly attributable to such suspension. Within a period up to 90 days after the notice is delivered to Contractor, or within any extension of that period to which the parties shall have agreed, Owner shall either:

1. Cancel the written notice suspending the Work; or,

2. Terminate the Work covered by the notice as provided in the termination provisions of part 9.

C. If a written notice suspending the Work is canceled or the period of the notice or any extension thereof expires, Contractor shall resume Work.

D. Contractor shall be entitled to an equitable adjustment in the Contract Time, or Contract Sum, or both, for increases in the time or cost of performance directly attributable to such suspension, provided Contractor makes a request for equitable adjustment pursuant to part 7.

3.04 OWNER'S RIGHT TO STOP THE WORK FOR CAUSE

If Contractor materially fails or refuses to perform any of its obligations in accordance with the Contract Documents, Owner may order Contractor, in writing, to stop the Work or any portion thereof, until satisfactory corrective action has been taken. This right is in addition to, and not in restriction or derogation of, Owner's rights under any other provisions of the Contract. Owner's decision to stop work shall not relieve Contractor of any duties under this Contract.

Contractor shall not be entitled to an equitable adjustment in the Contract Time or Contract Sum for any increased cost or time of performance attributable to Contractor's failure or refusal to perform or from any reasonable remedial action taken by Owner based upon such failure.

3.05 FORCE MAJEURE

A. Any delay in or failure of performance by Owner or Contractor, other than the payment of money, shall not constitute a default hereunder if and to the extent the cause for such delay or failure of performance was unforeseeable and beyond the control of the party, its employees, officer, agents representatives or Subcontractors of any tier ("Force Majeure"). Acts of Force Majeure include, but are not limited to:

1. Acts of God or the public enemy;

2. Acts or omissions of any government entity, including the City of Seattle and its departments, other than Owner;

3. Fire or other casualty for which Contractor is not responsible;

4. Quarantine or epidemic;

5. Strike or defensive lockout;

6. Unusual delay in receipt of supplies or products which were ordered and expedited and for which no substitute reasonably acceptable to Owner was available; and




7. Unusually severe weather conditions which could not have been reasonably anticipated; provided, however, that if adverse weather conditions are the basis for a Claim for Additional Time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time and could not have been reasonably anticipated, and that weather conditions had an adverse effect on the scheduled construction and that either the Work was on schedule at the time the adverse weather conditions occurred or the adverse effect on the scheduled construction would have occurred whether or not the Work was on schedule, and provided further: The Contract Time will not be adjusted for normal inclement weather. Unless the Contractor can substantiate to the satisfaction of Owner that there was extremely greater than normal inclement weather considering the full term of the Contract Time and using a ten year average of accumulated record mean values from climatological data compiled by the U.S. Department of Commerce, National Oceanic and Atmospheric Administration, for the locale of the project, and that such alleged greater than normal inclement weather actually delayed the Work or portions thereof which had an effect upon the Contract Time, the Contractor shall not be entitled to an extension of time. If the total accumulated number of calendar days lost due to inclement weather from the start of Work until Final Completion exceeds the total accumulated number to be expected for the same period from the aforesaid data and Owner grants Contractor a time extension, the time for completion shall be extended by the appropriate number of calendar days.

B. Contractor shall be entitled to an equitable adjustment in the Contract Time for changes in the time of performance directly attributable to an act of Force Majeure, provided it makes a request for equitable adjustment pursuant to Part 7. Contractor shall not be entitled to an adjustment in the Contract Sum resulting from an act of Force Majeure.

C. Contractor may be entitled to an equitable adjustment in Contract Time, or Contract Sum if the Contractor’s performance is changed due to the sole fault or negligence of Owner, as provided in Part 7.

D. Contractor shall not be entitled to an adjustment in Contract Time for any delay or failure of performance to the extent such delay or failure of performance (1) was caused by Contractor or anyone for whose acts Contractor is responsible or (2) could have been mitigated or avoided by reasonable effort of Contractor.

E. Contractor shall make all reasonable efforts to prevent and mitigate the effects of any delay, whether occasioned by an act of Force Majeure or otherwise.

3.06 NOTICE TO OWNER OF LABOR DISPUTES

A. If Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay timely performance in accordance with the Contract Documents, Contractor shall immediately give notice, including all relevant information, to Owner. Contractor shall take all reasonable action to provide ready access to the site by all trades having supplies to deliver and/or services to perform.

B. Contractor agrees to insert a provision in its Subcontracts, and to require insertion in all sub-subcontracts, that in the event timely performance of any such contract is delayed or threatened by delay by any actual or potential labor dispute, the Subcontractor or sub-subcontractor shall immediately notify the next higher tier Subcontractor or Contractor, as the case may be, of all relevant information concerning the dispute.




PART 4 - DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS

4.01 DISCREPANCIES AND CONTRACT DOCUMENT REVIEW

A. The intent of the Drawings and Specifications is to describe a complete Project to be constructed in accordance with the Contract Documents. Contractor shall furnish all labor, materials, equipment, tools, transportation, permits, and supplies, and perform the Work required in accordance with the Drawings, Specifications and other provisions of the Contract Documents.

B. The Contract Documents are complementary. What is required by one part of the Contract Documents shall be binding as if required by all. Anything mentioned in the Specifications and not shown on the Drawings, or shown on the Drawings and not mentioned in the Specifications, shall be of like effect as if shown or mentioned in both.

C. Contractor shall carefully study and compare the Contract Documents with each other and with information made available by Owner. If, during the performance of the Work, Contractor finds a conflict or an error, inconsistency or omission in the Contract Documents, it shall promptly and before proceeding with the Work affected thereby, report such conflict, error, inconsistency or omission to Owner and Owner’s Representative in writing.

D. Contractor shall do no Work without applicable Drawings, Specifications or written modifications, or Shop Drawings where required, unless instructed to do so in writing by Owner. If Contractor performs any construction activity, and it knows or should have known that any of the Contract Documents contain a conflict or an error, inconsistency or omission, Contractor shall be responsible for the performance and shall bear the cost for its correction.

E. Contractor shall provide any work or materials the provision of which is clearly implied in the Contract Documents even if the Contract Documents do not mention them specifically.

F. Questions regarding interpretation of the requirements of the Contract Documents shall be referred to Owner and Owner's Representative.

G. Routing of all elements of mechanical and electrical systems included in the plans is schematic only; Contractor shall make all offsets and rerouting required for a proper installation. The Contract Sum includes all labor and materials for such offsets and rerouting.

4.02 PROJECT RECORD

A. Contractor shall legibly mark in ink on a separate set of the Drawings and Specifications all actual construction, including depths of foundations, horizontal and vertical locations of internal and underground utilities and appurtenances referenced to permanent visible and accessible surface improvements, field changes of dimensions and details and Change Orders. This separate set of Drawings and Specifications shall be the "Project Record Drawings."

B. The Project Record shall be maintained on the project site throughout the construction and shall be clearly labeled "PROJECT RECORD." The Project Record shall be updated daily noting all changes and shall be available to Owner at all times.

C. Contractor shall submit the completed and finalized Project Record to A/E prior to Final Acceptance.

D. Additional project record requirements are specified in Division 1, Section 01789.




4.03 SHOP DRAWINGS

A. "Shop Drawings" means documents and other information required to be submitted to A/E and the Owner's Representative by Contractor pursuant to the Contract Documents, showing in detail: the proposed fabrication and assembly of structural elements; and the installation (i.e., form, fit and attachment details) of materials and equipment. Shop Drawings include, but are not limited to, drawings, diagrams, layouts, schematics, descriptive literature, illustrations, schedules, performance and test data, samples and similar materials furnished by Contractor to explain in detail specific portions of the Work required by the Contract Documents. For materials and equipment to be incorporated into the Work, the Contractor submittal shall include name of manufacturer, model number and other information concerning performance, capacity, nature and rating of the item. When directed, Contractor shall submit all samples at its own expense. Owner may duplicate, use and disclose Shop Drawings provided in accordance with the Contract Documents.

B. Contractor shall coordinate all Shop Drawings, and review them for accuracy, completeness and compliance with the Contract Documents and shall indicate its approval thereon as evidence of such coordination and review. Where required by law, Shop Drawings shall be stamped by an appropriate professional licensed by the State of Washington. Contractor shall utilize a submittal stamp, as specified in Division 1, evidencing that Contractor has reviewed the shop drawings and determined they comply with requirements of the Contract Documents. Shop Drawings submitted to A/E and Owner's Representative without such evidence of Contractor's approval shall be returned for resubmission. Contractor shall review, approve and submit Shop Drawings with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of Owner or separate contractors. Contractor shall cooperate with A/E by phasing or sequencing major Shop Drawing submittals so as to accommodate A/E's workload on such submittals. Contractor's submittal schedule shall allow for a reasonable time for A/E review, and in no event less than fourteen (14) days, unless otherwise mutually agreed. A/E will review, approve or take other appropriate action on the Shop Drawings. Contractor shall perform no portion of the Work requiring submittal and review of Shop Drawings until the respective submittal has been reviewed and the A/E has approved or taken other appropriate action. The Owner's Representative and A/E shall respond to Shop Drawing submittals with reasonable promptness. Any Work by Contractor shall be in accordance with reviewed Shop Drawings. Submittals made by Contractor which are not required by the Contract Documents may be returned without action. Failure by A/E or Owner's Representative to return submittals within a reasonable time may justify a time extension, provided Contractor can demonstrate timely submittal and delay to the critical path.

C. Approval, or other appropriate action with regard to Shop Drawings, by Owner's Representative or A/E shall not relieve Contractor of responsibility for any errors or omissions in such Shop Drawings, or from responsibility for compliance with the requirements of the Contract Documents. Unless specified in the Contract Documents, review by Owner or A/E shall not constitute an approval of the safety precautions employed by Contractor during construction, or constitute an approval of Contractor's means or methods of construction. If Contractor fails to obtain approval before installation, or does not make the installation as approved, and the item or work is subsequently rejected, Contractor shall be responsible for all costs of correction.

D. Contractor shall clearly and specifically identify all Shop Drawing variations from the requirements of the Contract Documents. Contractor shall describe such variations (including a breakdown and support for any potential change in Contract Sum or Contract Time) in writing, separate from the Shop Drawings, at the time it submits the Shop Drawings containing such variations. Any approval of a variation that is not so identified shall not relieve Contractor from complying with the requirements of the Contract Documents.




E. Contractor shall submit to A/E and Owner's Representative the number of copies of Shop Drawing submittals specified in Division 1.

F. Contractor shall make any required corrections and shall resubmit promptly the required number of corrected Shop Drawings or new samples. Resubmittal of Shop Drawings necessitated by required corrections shall not be a cause for a change of Contract Sum or Contract Time. Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, product data, samples or other submittals, to revisions other than those requested in response to previous submittals.

4.04 ORGANIZATION OF DOCUMENTS

The Contract Documents are prepared in sections which conform generally with trade practices. These sections are for Owner and Contractor convenience and shall not control Contractor in dividing the Work among the Subcontractors or in establishing the extent of the Work to be performed by any trade. Contractor is responsible for assuring all Work is performed, regardless of where that Work is shown in Contract Documents.

4.05 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS

A. All materials, information, property and other items accumulated or developed in connection with the Work (including, but not limited to, document submittals such as drawings, shop drawings, plans, specifications, designs, maps, reports, data, models, samples, completed Work and Work in progress, and all copies thereof), together with all rights associated with ownership of such items (such as copyright, patent, trade secret and other proprietary rights), shall become the property of Owner when so accumulated or developed, whether or not delivered to Owner. Contractor shall deliver or suitably account for such items together with all materials, information, property and other items furnished by Owner or the cost of which is included in the compensation payable under this Contract, to Owner upon request and in any event upon the completion, termination, or cancellation of this Contract by either party. This paragraph shall not apply to any means, methods or processes of construction work which are not first used or developed by Contractor in the Work.

B. Drawings, specifications and other documents prepared by the A/E and furnished to Contractor, and all copies thereof furnished to Contractor, are for use solely with respect to the Project. They are not to be used by Contractor or any Subcontractor on other projects or for additions to the Project outside the scope of the Work without the specific written consent of Owner. Contractor and Subcontractors are granted a limited license to use and reproduce applicable portions of the drawings, specifications, and other documents prepared by the A/E appropriate to and for use in the execution of the Work.

C. All materials, information, property and other items accumulated or developed by Contractor, Subcontractors, or its or their equipment or material suppliers, including but not limited to the document submittals specified in 4.05.A and all copies thereof, are for use by Contractor, its Subcontractors, or its or their equipment or material suppliers solely with respect to the Project. They are not to be used by Contractor or any Subcontractor on other projects or for additions to the Project outside the scope of the Work without the specific written consent of Owner. Contractor, Subcontractors of any tier, and equipment or material suppliers are granted a limited license by Owner to use and reproduce applicable portions of the document submittals appropriate to and for use in the execution of their Work under the Contract Documents.




D. Owner shall have a permanent, non-assignable, non-exclusive, royalty-free license and right to use all concepts, methods, processes, products, writings and other items (whether or not copyrightable or patentable) furnished, developed or first reduced to practice in the performance of the Work or otherwise whether by Contractor, its Subcontractors or consultants, or any employee(s) of Contractor or any Subcontractors or consultants in connection with this Contract.

E. Contractor is authorized to submit copies of the Drawings, Specifications and Shop Drawings to meet official regulatory requirements or other purposes as permitted by this Contract. Such use in connection with the Project is not to be constructed as publication in derogation of Owner's rights.

PART 5 - PERFORMANCE

5.01 CONTRACTOR CONTROL AND SUPERVISION

A. Contractor shall supervise and direct the Work, using its best skill and attention, and shall perform the Work in a skillful manner. Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work, unless the Contract Documents give other specific instructions concerning these matters. Contractor shall disclose its means and methods of construction when requested by Owner.

B. Based on the Owner’s experience on school projects, the Performance of Work routinely involves numerous changes to the work and requires substantial full time on-site staff. These individuals shall be dedicated to the project from Notice to Proceed with onsite work through Substantial Completion; must be satisfactory to the Owner and shall not be changed without prior written consent of Owner. If, at any time, the management and/or supervision of the work is not acceptable to Owner, at Owner’s request, Contractor shall assign a new staff member who is acceptable. Owner does not represent that this minimum staffing is the appropriate level or that additional staffing will not be necessary.

C. The Contractor shall be responsible to Owner for acts and omissions of Contractor, its Subcontractors and their employees, agents and representatives.

D. Contractor shall enforce strict discipline and good order among Contractor's employees and other persons performing the Work. Contractor shall not permit employment of persons not skilled in tasks assigned to them. Contractor's employees shall at all times conduct business in a manner which assures fair, equal and nondiscriminatory treatment of all persons. Owner may, by written notice, request Contractor to remove from the Work or Project site any employee Owner reasonably deems incompetent, careless or otherwise objectionable.

E. Contractor shall keep on the Project site a copy of the Drawings, Specifications, addenda, reviewed Shop Drawings, and permits and permit drawings.

F. Contractor shall be and act as an independent contractor (and not as an agent or a representative of Owner) in performance of the Work and this Contract and shall be fully responsible for the acts, omissions, conduct and performance of its employees, agents and Subcontractors and their employees and agents. In no event shall Contractor be authorized to enter into any agreements or undertakings for or on behalf of Owner or to act as an agent, a representative or an employee of Owner.

G. Contractor shall not be relieved from its obligations to perform the Work in accordance with the Contract Documents either by the activities or duties of A/E or Owner or by any inspections,




tests, reviews or approvals (or failure to make any inspections, tests, reviews or approvals) required or otherwise performed by Owner, A/E or any other persons.

H. No dispute, claim or controversy, wherever pending, shall interfere with the progress and performance of the Work, except as provided in paragraph 3.05. Failure of the Contractor to proceed with the Work because of a pending dispute, claim or controversy shall constitute a material breach of this Contract.

5.02 PERMITS, FEES AND NOTICES

A. Unless otherwise provided in the Contract Documents, at no additional cost to Owner, Contractor shall pay for and obtain all permits (except the building permit), licenses, approvals and inspections necessary for proper execution and completion of the Work. Prior to Final Completion the approved, signed permits shall be delivered to Owner.

B. Contractor shall comply, and shall ensure that the Work and all the Contractor's employees and Subcontractors comply, with all applicable laws, ordinances, rules, regulations, orders, licenses, permits and other requirements, now or hereafter in effect, of any governmental authority having jurisdiction (including, but not limited to, such requirements as may be imposed upon Owner and applicable to the Work and Owner's program for Affirmative Action Compliance). Contractor shall execute and deliver to Owner all documents as may be required to effect or evidence such compliance. All laws, ordinances, rules, regulations, orders, licenses and permits required to be incorporated in agreements of this character are incorporated herein by this reference.

5.03 PATENTS AND ROYALTIES

Contractor is responsible for, and shall pay, all royalties and license fees. Contractor shall defend, indemnify and hold Owner harmless from any costs, expenses and liabilities arising out of the infringement by Contractor of any patent, copyright, trademark, trade secret or other intellectual property right used in the Work; provided, however, that Contractor shall not be responsible for such defense or indemnity when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents where Contractor shall have given prompt notice of any claim and an opportunity to Owner to defend such claim. If Contractor knows or has reason to believe that use of the required design, process or product constitutes an infringement of a patent or copyright, it shall promptly notify Owner of such potential infringement.

5.04 PREVAILING WAGES

A. Contractor shall submit completed approved forms regarding its payment of prevailing wages (Sections 00620 and 00630). Other requirements pertaining to prevailing wages are specified in Section 00820. Prevailing Wage Data current at the time of bid opening is included in the pages immediately following Section 00820.

B. Disputes regarding prevailing wage rates shall be referred for arbitration to the Director of the Department of Labor and Industries. The arbitration decision shall be final and conclusive and binding on all parties involved in the dispute as provided for by RCW 39.12.060.

C. Each Application for Payment submitted by Contractor shall state that prevailing wages have been paid in accordance with the prefiled statement(s) of intent, as approved. Upon request by Owner, Contractor shall supply copies of certified payroll records. Copies of the approved intent statement(s) shall be posted on the job site with the address and telephone number of the Industrial




Statistician of the Department of Labor and Industries where a complaint or inquiry concerning prevailing wages may be made.

D. In compliance with Chapter 296-127 WAC, Contractor shall pay to the Department of Labor and Industries the currently established fee for each statement of intent and/or affidavit of wages paid submitted to the Department of Labor and Industries for certification.

E. The Contractor shall indemnify and hold the Owner harmless, including attorneys' fees, from any violation or alleged violation of Ch. 39.12 RCW by the Contractor or any Subcontractor.

5.05 HOURS OF LABOR

Contractor shall comply with all applicable provisions of Chapter 49.28 RCW, and they are incorporated herein by reference

5.06 NONDISCRIMINATION

A. Discrimination in all phases of employment is prohibited by, among other laws and regulations, Title VII of the Civil Rights Act of 1964, the Vietnam Era Veterans' Readjustment Assistance Act of 1974, sections 503 and 504 of the Vocational Rehabilitation Act of 1973, the Equal Employment Opportunity Act of 1972, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Civil Rights Act of 1991, Presidential Executive Order 11246, Executive Order 11375, the Washington State Law Against Discrimination, Chapter 49.60 RCW and Gubernatorial Executive Order 85-09. These laws and regulations establish minimum requirements for affirmative action and fair employment practices which Contractor must meet.

B. During performance of the Work:

1. Contractor shall not discriminate against any employee or applicant for employment because of race, creed, color, national origin, sex, age, marital status or the presence of any physical, sensory or mental disability, Vietnam era veteran status or disabled veteran status, or commit any unfair practices as defined in Chapter 49.60 RCW.

2. Contractor shall, in all solicitations or advertisements for employees placed by or for it, state that all qualified applicants will be considered for employment, without regard to race, creed, color, national origin, sex, age, marital status or the presence of any physical, sensory or mental disability.

3. Contractor shall send to each labor union, employment agency or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising the labor union, employment agency or workers' representative of Contractor's obligations according to the Contract Documents and Chapter 49.60 RCW.

4. Contractor shall permit access to its books, records and accounts, and to its premises by Owner, and by the Washington State Human Rights Commission, for the purpose of investigation to ascertain compliance with this section of the contract Documents.

5. Contractor shall include the provisions of this section in every Subcontract.




5.07 SAFETY PRECAUTIONS

A. Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Work. Contractor shall submit its Safety Plan to Owner within 15 days after the Notice to Proceed.

B. In carrying out its responsibilities according to the Contract Documents, Contractor shall protect the lives and health of employees performing the Work and other persons who may be affected by the Work; prevent damage to materials, supplies and equipment whether on site or stored off site; and prevent damage to other property at the site or adjacent thereto. Contractor shall comply with all applicable laws, ordinances, rules, regulations and orders of any public body having jurisdiction for the safety of persons or property, or to protect them from damage, injury or loss; shall erect and maintain all necessary safeguards for such safety and protection; and shall notify owners of adjacent property and utilities when prosecution of the Work may affect them.

C. Contractor shall maintain an accurate record of exposure data on all incidents relating to the Work resulting in death, traumatic injury, occupational disease or damage to property, materials, supplies or equipment. Contractor shall immediately report any such incident to Owner. Owner shall, at all times, have a right of access to all records of exposure.

D. Contractor shall provide all persons working on the Project site with information and training on hazardous chemicals in their work at the time of their initial assignment, and whenever a new hazard is introduced into their work area.

1. Information. At a minimum, Contractor shall inform persons working on the Project site of:

a. The requirements of Chapter 296-62 WAC, General Occupational Health Standards;

b. Any operations in their work area where hazardous chemicals are present; and

c. The location and availability of written hazard communication programs, including the required list(s) of hazardous chemicals and material safety data sheets required by Chapter 296-62 WAC.

2. Training. At a minimum, Contractor shall provide training for persons working on the Project site which includes:

a. Methods and observations that may be used to detect the presence or release of a hazardous chemical in the work area (such as monitoring conducted by the employer, continuous monitoring devices, visual appearance or odor of hazardous chemicals when being released, etc.);

b. The physical and health hazards of the chemicals in the work area;

c. The measures such persons can take to protect themselves from these hazards, including specific procedures Contractor, its Subcontractors or others have implemented to protect those on the Project site from exposure to hazardous chemicals, such as appropriate work practices, emergency procedures and personal protective equipment to be used; and




d. The details of the hazard communication program developed by Contractor, or its Subcontractors, including an explanation of the labeling system and the material safety data sheet, and how employees can obtain and use the appropriate hazard information.

E. Contractor's responsibility for hazardous, toxic or harmful substances shall include the following duties:

1. Contractor shall not keep, use, dispose, transport, generate or sell on or about the Project site, any substances now or hereafter designated as, or which are subject to regulation as, hazardous, toxic, dangerous or harmful by any federal, state or local law, regulation, statute or ordinance (hereinafter collectively referred to as "hazardous substances"), in violation of any such law, regulation, statute or ordinance, but in no case shall any such hazardous substance be stored more than 90 days on the Project site.

2. Contractor shall promptly notify Owner of all spills or releases of any hazardous substances which are otherwise required to be reported to any regulatory agency and pay the cost of cleanup. Contractor shall promptly notify Owner of all failures to comply with any federal, state or local law, regulation or ordinance; all inspections of the Project site by any regulatory entity concerning the same; all regulatory orders or fines; and all responses or interim cleanup actions taken by or proposed to be taken by any government entity or private party on the Project site.

F. Contractor shall take suitable measures and provide suitable facilities to prevent pollution, oil and chemical spills, soil erosion and the introduction of any substances or materials into any soil or stream, river, lake, groundwater or other body of water which may pollute or silt the water, or pollute the soil, or constitute substances or materials deleterious to fish or wildlife. Further, Contractor shall use all reasonable efforts to maintain the Project site free from fugitive dust (i.e., dust that becomes airborne or visual). Contractor shall be responsible for all costs of corrective measures required as a result of any pollution, spills, erosion, siltation or dust, including its effects on adjacent properties. Without limiting the generality of the foregoing, Contractor shall comply with all applicable laws pertaining to the prevention of environmental pollution and the preservation of public natural resources which may affect Contractor's performance of the Work.

G. All Work shall be performed with due regard for the safety of the public. Contractor shall perform the Work so as to cause a minimum of interruption of vehicular traffic or inconvenience to pedestrians. All arrangements to care for such traffic shall be Contractor's responsibilities. All expenses involved in the maintenance of traffic by way of detours shall be borne by Contractor.

H. In an emergency affecting the safety of life or the Work or of adjoining property, Contractor is permitted to act, at its discretion, to prevent such threatened loss or injury, and Contractor shall so act if so authorized or instructed.

I. Nothing provided in this section 5.07 shall be construed as imposing any duty upon Owner, Construction Manager, A/E or Owner’s Representatives with regard to, or as constituting any express or implied assumption of control or responsibility over, Project site safety, or over any other safety conditions relating to employees or agents of Contractor or any of its Subcontractors, or the public.

J. Further safety requirements are specified in Division 1, section 00804.




5.08 OPERATIONS, MATERIAL HANDLING AND STORAGE AREAS

A. Contractor shall confine all operations, including storage of materials, to Owner-approved areas.

B. Temporary buildings (e.g., storage sheds, shops, offices) and utilities may be provided by Contractor only with the consent of Owner and without expense to Owner. The temporary buildings and utilities shall remain the property of Contractor and shall be removed by Contractor at its expense upon completion of the Work.

C. Contractor shall use only established roadways or temporary roadways authorized by Owner.

D. Unless otherwise specified in the Contract Documents, ownership and control of all materials or facility components to be demolished or removed from the Project site by Contractor shall immediately vest in Contractor upon severance of the component from the facility or severance of the material from the Project site. Contractor shall be responsible for compliance with all laws governing the storage and ultimate disposal. Contractor shall provide Owner with a copy of all manifests and receipts evidencing proper disposal when required by Owner or applicable law.

E. Contractor shall be responsible for the proper care and protection of its materials and equipment delivered to the Project site. Materials and equipment may be stored on the premises subject to approval of Owner. As Contractor uses any portion of the Project, Contractor shall be responsible for any repairs, patching or cleaning arising from such use.

F. Contractor shall protect and be responsible for any damage or loss to the Work, or to the materials or equipment until the date of Substantial Completion, and shall repair or replace without cost to Owner any damage or loss that may occur, except damage or loss caused by the acts or omissions of Owner. Contractor shall also protect and be responsible for any damage or loss to the Work, or to the materials or equipment, after the date of Substantial Completion, and shall repair or replace without cost to Owner any such damage or loss that might occur, to the extent such damage or loss is caused by the acts or omissions of Contractor, or any Subcontractor.

5.09 PRIOR NOTICE OF EXCAVATION

"Excavation" means an operation in which earth, rock or other material on or below the ground is moved or otherwise displaced by any means, except the tilling of soil less than 12 inches in depth for agricultural purposes, or road ditch maintenance that does not change the original road grade or ditch flow line. Before commencing any Excavation, Contractor shall provide adequate, advance notice of the scheduled commencement of Excavation to all owners of underground facilities and utilities, through locator services.

5.10 UNFORESEEN PHYSICAL CONDITIONS

A. If Contractor encounters conditions at the site which are subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents, or unknown physical conditions of an unusual nature which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then Contractor shall give written notice to Owner promptly before conditions are disturbed and in no event later than seven days after the first observance of the conditions or when the conditions should have been observed in the exercise of due diligence, whichever is earlier.

B. If such conditions differ materially and cause a change in Contractor's cost of, or time required for, performance of any part of the Work, Contractor may be entitled to an equitable adjustment in the




Contract Time or Contract Sum, or both, provided it makes a request therefor as provided in part 7.

5.11 PROTECTION OF EXISTING STRUCTURES, EQUIPMENT, VEGETATION, UTILITIES AND IMPROVEMENTS

A. Contractor shall protect from damage all existing structures, equipment, vegetation, utilities and improvements at or near the Project site, and on adjacent property of a third party, the locations of which are made known to or should be known by Contractor. Contractor shall repair any damage, including that to the property of a third party, resulting from failure to comply with the requirements of the Contract Documents or failure to exercise reasonable care in performing the Work. If Contractor fails or refuses to repair the damage promptly, Owner may have the necessary work performed and charge the cost to Contractor.

B. Unless otherwise specified in this Contract or directed in writing by Owner, Contractor shall ensure that no utility (including all supply, disposal, distribution and communication systems, and all similar or related facilities, equipment and other property) at the Site is damaged, altered, removed or interrupted by Contractor or any of its employees or Subcontractors in connection with performance of the Work. Any underground utilities known to Owner to be located in any area where the Work is to be performed (if shown in this Contract or otherwise disclosed in writing to Contractor by Owner or A/E) are shown in their approximate locations. Prior to commencement of any Work which may affect any utility (underground or otherwise), Contractor shall take appropriate action to locate and mark such utilities and to avoid damage to and minimize interference with such utilities. Contractor shall consult with affected utility owners and/or any utility locating services, and shall comply with requirements imposed by such utility owners with respect to temporary use, location, re-location, or any other matter. Contractor shall pay any fees or charges imposed by such utility owners. Without limiting the foregoing, Contractor shall perform all Work which may affect any utility with utmost care so as to protect all utilities from damage, alteration, removal and interruption. If Contractor requires the temporary shutoff of any utility, Contractor shall request Owner's prior written approval.

C. Contractor shall remove trees only when specifically authorized to do so, and shall protect vegetation that will remain in place. Before removal of any trees or distinctive vegetation, Contractor must secure written approval from Owner regarding such removal.

D. The Contractor shall maintain the existing building weather envelope or an equivalent temporary building protection be provided by the Contractor to protect all existing building elements from adverse weather at all times during construction. The Contractor is to maintain the buildings weather envelope and provide temporary closure of all openings in the existing building when new elements are not immediately available for installation.

E. The Contractor shall provide and maintain temporary heating in the existing building at all times assuring a minimum temperature of 50° degrees at all times unless otherwise specified in Division 1 or the Technical Specifications

5.12 LAYOUT OF WORK

A. Contractor shall plan and lay out the Work in advance of operations so as to coordinate all work without delay or revision.

B. Contractor shall lay out the Work from Owner-established baselines and bench marks indicated on the Drawings, and shall be responsible for all field measurements in connection with the layout.




Contractor shall furnish, at its own expense, all stakes, templates, platforms, equipment, tools, materials and labor required to lay out any part of the Work. Contractor shall be responsible for executing the Work to the lines and grades that may be established. Contractor shall be responsible for maintaining or restoring all stakes and other marks established.

5.13 MATERIAL AND EQUIPMENT

A. All equipment, material and articles incorporated into the Work shall be new and of the most suitable grade for the purpose intended, unless otherwise specifically provided in the Contract Documents. References in the Specifications to equipment, material, articles or patented processes by trade name, make or catalog number shall be regarded as establishing a standard quality and shall not be construed as limiting competition. Procedures governing substitution and product option requests are set forth in Division 1, Section 01631.

B. Contractor shall do all cutting, fitting or patching that may be required to make its several parts fit together properly, or receive or be received by work of others set forth in, or reasonably implied by, the Contract Documents. Contractor shall not endanger any work by cutting, excavating or otherwise altering the Work and shall not cut or alter the work of any other contractor unless approved in advance by Owner.

C. Existing structures and facilities, including but not limited to buildings, utilities, topography, streets, curbs, and walks, that are damaged or removed due to excavations or other construction work, shall be patched, repaired or replaced by the Contractor to the satisfaction of the Owner, Architect, the owner of such structures and facilities, and governmental authorities having jurisdiction. In the event the governmental authorities require that the repairing and patching be done with their own labor and/or materials, the Contractor shall abide by such regulations and pay for such work.

5.14 AVAILABILITY AND USE OF UTILITY SERVICES

A. Owner shall make utilities available to Contractor only as specified in Division 1. Unless otherwise provided in the Contract Documents, the utility service consumed shall be charged to or paid for by Contractor at prevailing rates charged to Owner or, where the utility is produced by Owner, at reasonable rates determined by Owner. Contractor will carefully conserve any utilities furnished.

B. Contractor shall, at its expense and in a skillful manner satisfactory to Owner, install and maintain all necessary temporary connections and distribution lines, together with appropriate protective devices, and all meters required to measure the amount of each utility used for the purpose of determining charges. Prior to the date of Final Completion, Contractor at its own expense shall remove all temporary connections, distribution lines, meters, and associated equipment and materials.

5.15 TESTS AND INSPECTION

A. Contractor's obligations regarding testing are specified in Division 1. Contractor shall maintain an adequate testing and inspection program and perform such tests and inspections as are necessary or required to ensure that the Work conforms to the requirements of the Contract Documents. If the Contract Documents, laws, ordinances, rules, regulations or orders of any public authority having jurisdiction require any portion of the Work to be inspected, tested or approved, the Contractor shall give Owner's Representative and A/E timely notice of its readiness so the Owner's Representative and A/E may observe such inspection, testing or approval. The Contractor shall




attend all such inspections, tests or approvals. Unless the subject items are expressly accepted by Owner, no testing or inspection shall constitute or imply acceptance by Owner.

B. Owner may, at any reasonable time, conduct such inspections and tests as it deems necessary to ensure that the Work is in accordance with the Contract Documents. Owner shall promptly notify Contractor if an inspection or a test reveals that the Work is not in accordance with the Contract Documents. Unless the subject items are expressly accepted by Owner, such Owner inspections and tests are for the sole benefit of Owner and do not:

1. Constitute or imply acceptance;

2. Relieve Contractor of responsibility for providing adequate quality control measures;

3. Relieve Contractor of responsibility for risk of loss or damage to the Work, materials or equipment;

4. Relieve Contractor of its responsibility to comply with the requirements of the Contract Documents, including without limitation its obligation to meet contract quality control requirements; or

5. Impair Owner's right to reject defective or nonconforming items, or to avail itself of any other remedy to which it may be entitled.

C. Neither observations by an inspector retained by Owner, nor the presence or absence of such inspector on the site, nor inspections, tests or approvals by others shall relieve Contractor from any requirement of the Contract Documents, nor is any such inspector authorized to change any term or condition of the Contract Documents.

D. Contractor shall promptly furnish, without additional charge, all facilities, labor, material and equipment reasonably needed for performing such safe and convenient inspections and tests as may be required by Owner. Owner may charge Contractor any additional cost of inspection or testing when Work is not ready at the time specified by Contractor for inspection or testing, or when prior rejection makes reinspection or retest necessary. Owner shall perform its inspections and tests in a manner that will cause no undue delay in the Work.

5.16 CORRECTION OF NONCONFORMING WORK

A. If a portion of the Work is covered contrary to the requirements of the Contract Documents, it must, if required in writing by Owner, be uncovered for Owner's observation and be replaced at the Contractor's expense and without change in the Contract Time.

B. If at any time prior to Final Completion Owner desires to examine the Work, or any portion of it, which has been covered, Owner may request to see such Work and it shall be uncovered by Contractor. If such Work is in accordance with the Contract Documents, Contractor shall be entitled to an adjustment in the Contract Sum for the costs of uncovering and replacement, and, if completion of the Work is thereby delayed, an adjustment in the Contract Time, provided it makes a request therefor as provided in Part 7. If such Work is not in accordance with the Contract Documents, Contractor shall pay the costs of examination and reconstruction.

C. Contractor shall promptly correct Work found by Owner not to conform to the requirements of the Contract Documents, whether observed before or after Substantial Completion and whether or not




fabricated, installed or completed. Contractor shall bear all costs of correcting such nonconforming Work, including additional testing and inspections.

D. If, within one year after the date of Substantial Completion of the Work or designated portion thereof, or within one year after the date for commencement of any system warranties established under section 5.22, or within the terms of any applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, Contractor shall, upon Owner’s request, correct it promptly after discovery of the condition. The warranty period shall be extended, with respect to portions of Work first performed after Substantial Completion, by the period of time between Substantial Completion and the actual performance of the Work. Contractor's duty to correct with respect to corrective work shall run for one year from the date of completion of the corrective work. Such corrective action may include, but not necessarily be limited to, repairs, replacements, modifications or additions as may be necessary or appropriate to correct the noncompliance and remedy any damage to other items of the Work or any other property resulting from such nonconforming Work. Contractor shall bear all costs of correcting such nonconforming Work, including additional testing and inspection. Obligations under this paragraph 5.16D shall survive Final Acceptance. Owner may conduct a warranty inspection of the Work eleven (11) months after the date of Substantial Completion, and if such an inspection is conducted Contractor shall cooperate with Owner by having a suitable, knowledgeable person or persons attend such inspection activity.

E. Contractor shall remove from the Project site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by Contractor nor accepted by Owner.

F. If Contractor fails to correct nonconforming Work promptly after written notice to do so, Owner may replace, correct or remove the nonconforming Work and charge the cost thereof to Contractor.

G. Contractor shall bear the cost of correcting destroyed or damaged Work, whether completed or partially completed, caused by Contractor's correction or removal of Work which is not in accordance with the requirements of the Contract Documents.

H. Nothing contained in this paragraph 5.16 shall be construed to establish a period of limitations with respect to other obligations which Contractor might have according to the Contract Documents. Establishment of the time period of one year as described in sub-paragraph 5.16D relates only to the specific obligation of Contractor to correct the Work, and has no relationship to the time within which the Contractor's obligation to comply with the Contract Documents may be sought to be enforced, including the time within which litigation or other proceedings may be commenced.

I. If Owner elects to accept Work which is not in accordance with the requirements of the Contract Documents, Owner may do so instead of requiring its removal and correction, in which case an equitable adjustment shall be made in the Contract Sum.

J. The rights and remedies of Owner provided in this paragraph 5.16 are in addition to and do not in any way limit any other warranties, rights or remedies afforded to Owner under this Contract or otherwise by law.




5.17 CLEANUP

Contractor shall at all times keep the Project site, including hauling routes, infrastructures, utilities and storage areas, free from accumulations of waste materials. Before completing the Work, Contractor shall remove from the premises its rubbish, tools, scaffolding, equipment and materials. Upon completing the Work, Contractor shall leave the Project site in a clean, neat and orderly condition satisfactory to Owner. If Contractor fails to clean up as provided herein and in Division 1, and after reasonable notice from Owner, Owner may do so and the cost thereof shall be charged to Contractor.

5.18 SAFE ACCESS TO WORK

Contractor shall provide Owner, A/E, Construction Manager, Owner’s Representatives and others as designated by Owner, safe access to the Work in progress wherever located.

5.19 OTHER CONTRACTS

A. Owner may undertake or award other contracts for additional work at or near the Project site. Contractor shall reasonably cooperate with the other contractors and with Owner's employees so as to minimize any delay or hindrance of any work, and shall carefully adapt scheduling and perform the Work in accordance with the Contract Documents to reasonably accommodate the other work.

B. When certain items of equipment and other work are indicated as "NIC" (not in contract), or to be furnished and installed under other contracts, any requirements for preparation of openings, provision of backing, etc., for receipt of such "NIC" work will be furnished upon written request by Owner to Contractor who shall properly form and otherwise prepare his work in a satisfactory manner to receive such "NIC" work.

C. If a dispute arises between Contractor and separate contractors as to their responsibility for cleaning up as required by the Contract Documents, for accomplishing coordination or doing required cutting, filling, excavating or patching as required by the Contract Documents, Owner may carry out such work and charge the cost thereof to Contractor and the several contractors responsible therefor as Owner shall determine to be just.

5.20 ASBESTOS

A. Definitions

1. "Asbestos" includes different forms of chrysotile, amosite, crocidolite, tremolite, anthophyllite, and actinolite.

2. "Asbestos Project" means the construction, demolition, repair, maintenance or renovation of any building, mechanical piping equipment or system involving the demolition, removal, encapsulation, salvage, or disposal of material which may release asbestos fibers into the air.

3. "Regulations". For purposes of this paragraph Regulations shall include but not be limited to the National Emission Standards for Hazardous Air Pollutants (40 CFR 61), Occupational Safety and Health Requirements Pertaining to Asbestos (29 CFR 1910), AHERA: Asbestos Hazard and Emergency Response Act (40 CFR, Part 763) Asbestos Containing Materials in Schools, the Regulations of the Washington State Department of Labor and Industries, WAC Chapters 296-62, -65, -155, and Puget Sound Clean Air




Agency (PSCAA, EPA Renovations, Repair and Painting rules (RRP), (40 CFR, Part 745, subpart E.) as applicable, and any other governmental requirements relating to Asbestos Projects, as hereafter adopted or amended.

B. Asbestos Products: Contractor shall ensure that no Asbestos products in any form are incorporated into the Work.

C. Good Faith Inspection

1. Where Owner has performed a good faith inspection to determine whether the materials to be worked on or removed contain Asbestos, Owner will make this inspection report available to all bidders. Contractor shall not commence Work without receiving a copy of this report.

2. Contractor shall keep any asbestos inspection report on site.

3. The usual policy of the Owner is to identify and abate Asbestos before the Work begins, unless Asbestos abatement is included in the scope of Work of these Contract Documents. In limited cases where Owner is reasonably certain that Asbestos will not be disturbed, Asbestos materials are to remain intact in the work area. These materials would be identified in the Asbestos inspection report and Contractor advised of protective measures.

D. Notice: If in the course of performing the Work Contractor encounters an Asbestos Project which was not specifically referenced in the Contract Documents, or disturbs Asbestos, Contractor shall immediately stop work and notify Owner. Contractor shall not recommence work until authorized by Owner.

E. Permits: At least ten (10) days before undertaking an Asbestos Project, Contractor shall submit a Notice of Intent to Remove Asbestos together with the required notification fees to the Puget Sound Air Pollution Control Agency, the Department of Labor and Industries and Owner. Prior to submitting such notice, Contractor shall submit for approval to Owner, Contractor's proposed procedures for undertaking the Asbestos Project to assure compliance with Owner's performance standards and applicable Regulations.

F. Safety Precautions:

1. Contractor shall provide, at Contractor's cost, appropriate clothing, caution signs, supply items, and safety equipment in order to perform the Asbestos Project in accordance with the Regulations and the performance standards of Owner.

2. During the course of performing an Asbestos Project, Contractor shall monitor the work place and adjacent areas in accordance with the Regulations and the performance standards of Owner to ensure that permissible levels of airborne concentrations of asbestos fibers are not exceeded. The results of all monitoring shall be immediately provided to Owner. If the prescribed exposure limits are exceeded, Contractor shall immediately execute a compliance program of engineering and work practices approved by Owner.




G. Certification: Contractor shall assure that it or any Subcontractor or person undertaking an Asbestos Project as part of the Work shall be certified by the Department of Labor and Industries as a qualified asbestos contractor, supervisor, or worker in accordance with the requirements of WAC Chapter 296-65.

H. Records: Contractor shall maintain complete records of personal and environmental monitoring. A copy of these records shall be provided to Owner before Final Acceptance. Contractor is also required by regulations to arrange for medical examinations for those employees who work on an Asbestos Project and to maintain those records for at least twenty (20) years.

I. Other Provisions: Contractor shall comply with such other and additional requirements regarding Asbestos as are set forth in the Contract Documents.

5.21 SUBCONTRACTORS AND SUPPLIERS

A. As a condition of commencing Work on site, Contractor shall furnish in writing to Owner the names, addresses and telephone numbers of all Subcontractors, as well as suppliers providing materials in excess of $2,500. Contractor shall utilize Subcontractors and suppliers which are experienced and qualified, and meet the requirements of the Contract Documents, if any. Contractor shall not utilize any Subcontractor or supplier to which Owner has a reasonable objection, and shall obtain Owner's written consent before making any substitutions or additions.

B. All Subcontracts must be in writing. By appropriate written agreement, Contractor shall require each Subcontractor, so far as applicable to the Work to be performed by the Subcontractor, to be bound to Contractor by terms of the Contract Documents, and to assume toward Contractor all the obligations and responsibilities which Contractor assumes toward Owner in accordance with the Contract Documents. Each Subcontract shall preserve and protect the rights of Owner in accordance with the Contract Documents with respect to the Work to be performed by the Subcontractor and no such subcontracting thereof may prejudice Owner's rights. Where appropriate, Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. However, nothing in this paragraph shall be construed to alter the contractual relations between Contractor and its Subcontractors with respect to insurance or bonds.

C. Contractor shall schedule, supervise and coordinate the operations of all Subcontractors. No Subcontracting of any of the Work shall relieve Contractor from its responsibility for the performance of the Work in accordance with the Contract Documents or any other obligations of the Contract Documents. Owner shall not be a party to defining the division of work among the Contractor and its Subcontractors.

D. Subcontractor Payments:

1. Contractor shall, within ten (10 ) days after receipt of payment from Owner, pay each Subcontractor an amount equal to the portion of each Subcontractor's work included in the payment, subject to a retention of not more than five percent (5%). Consistent with provisions essentially the same as subparagraph 2 below, Contractor shall require each Subcontractor to make equivalent payments to its Subcontractors.

2. In the event of a dispute with a Subcontractor, pertaining to materials, supplies and/or services being provided by the Subcontractor for this Contract, Contractor may withhold an amount which reasonably represents any potential damage or loss to Contractor. However, at least ten (10) days prior to any such withholding, Contractor must present the Subcontractor with written notice which identifies the dispute and the basis of the




amount being withheld. A copy of this notice must be attached to the payment request from which Contractor intends to retain funds. Contractor must also attach a certification that the notice was timely served on the Subcontractor and that Contractor is cooperating in attempts to resolve the dispute. Within ten (10) days after resolution of a dispute, Contractor shall make payment to Subcontractor of any amount due.

3. Failure to comply with these Subcontractor payment provisions is justification for termination of this Contract for cause and/or disbarment of Contractor from receiving further Owner contracts for a period of one to five years, dependent upon the gravity of the violation.

4. Owner shall maintain, at the job site, a copy of Contractor's payment requests, any attachments thereto and the payments made. These records shall be available to Subcontractors for review and copying. This is Owner's sole obligation to Subcontractors in connection with these Subcontractor payment provisions.

E. Each Subcontract agreement for a portion of the Work is hereby assigned by Contractor to Owner provided that:

1. The assignment is effective only after termination by Owner pursuant to part 9 and only for those Subcontracts which Owner accepts by notifying the Subcontractor in writing.

2. After the assignment is effective, Owner shall assume all future duties and obligations toward the Subcontractor which Contractor assumed in the Subcontract. Contractor and its surety are and remain responsible for any claims of Subcontractors arising out of acts or omissions occurring before the effective date of assignment.

3. The assignment is subject to the prior rights of the surety, if any, obligated under any bond provided in accordance with the Contract Documents.

F. If any dispute develops and if requested by Owner, Contractor shall provide Owner with copies of subcontract agreements, subcontractors' invoices, time cards, and other data, and Contractor's payment records and other books and records relating to subcontract agreements.

G. Nothing in this paragraph or in any other provision of the Contract Documents creates any contractual relationship between the Owner and any Subcontractor or supplier, or constitutes an approval of the Subcontract so as to relieve Contractor of any of its obligations under the Contract.

5.22 WARRANTY OF CONSTRUCTION

A. In addition to any warranties implied by law and any special warranties provided elsewhere in the Contract Documents, Contractor warrants that all Work conforms to the requirements of the Contract Documents and is free of any defect in equipment, material or design furnished or workmanship performed by Contractor.

B. With respect to all warranties, express or implied, for Work performed or materials furnished according to the Contract Documents, Contractor shall:

1. Obtain all warranties that would be given in normal commercial practice and provide copies of same to Owner;

2. Require all warranties to be executed, in writing, for the benefit of Owner;




3. Enforce all warranties for the benefit of Owner, if directed by Owner; and

4. Be responsible to enforce any Subcontractor's, manufacturer's, or supplier's warranty should it extend beyond the period specified in the Contract Documents.

C. The obligations under this paragraph shall survive Final Acceptance.

D. The Contractor warrants that all products and systems which utilize date recognition shall provide correct and expected results, including accurate calculation of all dates for the time period prior to the date Januay 1, 2000, as well as for all dates after December 31, 1999. This provision also means that the product shall display, print, input, and store dates that are unambiguous. The Contractor shall replace or reimburse the Owner for costs to bring any non-conforming products or systems into compliance with this requirement.

5.23 INDEMNIFICATION

A. Contractor shall defend, indemnify and hold Owner, Construction Manager, Owner’s Representatives, and A/E harmless from and against all claims, demands, losses, damages or costs, including, but not limited to, damages arising out of bodily injury or death to persons and damage to property, caused by or resulting from:

1. The sole negligence of Contractor, or Subcontractors or suppliers;

2. The concurrent negligence of Contractor or any Subcontractor or supplier, but only to the extent of the negligence of Contractor or such Subcontractor; and

3. Claims of infringement of any patent, copyright, trademark or trade secret, as set forth in paragraph 5.03.

B. In any action against Owner and any other entity indemnified in accordance with this paragraph, by any employee of Contractor, its Subcontractors, Sub-subcontractors, suppliers, agents or anyone directly or indirectly employed by any of them, the indemnification obligation of this paragraph shall not be limited by a limit on the amount or type of damages, compensation or benefits payable by or for Contractor or any Subcontractor under Title 51 RCW, the Industrial Insurance Act or any other employee benefits act. In addition, Contractor specifically and expressly waives immunity as to Owner, Construction Manager, Owner's Representative, and A/E only, in accordance with Title 51 RCW, and acknowledges that this waiver is a mutually negotiated agreement by the parties. Contractor and Owner agree to execute the Indemnification certificate, Section 00660, to implement this provision.

C. The Contractor shall defend, indemnify, and hold harmless the Owner from any liens, including all expenses and attorneys' fees.

PART 6 - PAYMENTS AND COMPLETION

6.01 CONTRACT SUM

Owner shall pay Contractor the Contract Sum for performance of the Work, in accordance with the Contract Documents.




6.02 SCHEDULE OF VALUES AND BASELINE PROGRESS SCHEDULE

Before submission of its first application for progress payment, Contractor shall submit to Owner for approval a Schedule of Values and baseline Progress Schedule (in such detail and such form as set forth elsewhere in the Contract Documents). The approved Schedule of Values and Progress Schedule shall include appropriate amounts for demobilization, clean-up, record drawings, O&M manuals and any other requirements for Project closeout, and shall be used by Owner as the basis for progress payments. The Schedule of Values and Progress Schedule shall be in the format specified in Division 1. Payment for Work shall be made only for and in accordance with those items included in the approved Schedule of Values and Progress Schedule.

6.03 APPLICATION FOR PAYMENT

A. On or before the 25th calendar day of each month, unless determined otherwise by Owner, Contractor shall submit to Owner an itemized Application for Payment for Work completed in accordance with the Contract Documents and the approved Schedule of Values and Progress Schedule. Each application shall be supported by such substantiating data as Owner may require. An electronic spreadsheet file in Microsoft Excel format shall be submitted with the application.

B. By submitting an Application for Payment, Contractor is certifying that (1) all Subcontractors and suppliers have been paid (except for sums covered by Applications for Payment previously submitted to Owner but not yet paid by Owner), less earned retainage in accordance with RCW 60.28, as their interests appeared in the last preceding certificate of payment, (2) the representations set forth in paragraph 1.03 remain true and correct, to the best of Contractor's knowledge, as of the date of the Application for Payment, and (3) the Record Documents, as required under Section 01789 of this Contract, have been updated to reflect all constructed conditions of the Project current as of the time of the application for payment. Failure to provide this certification as required herein shall be cause for the withholding of all or a portion of the payment, as determined by the Owner.

C. At the time it submits an Application for Payment, Contractor shall analyze and reconcile, to the satisfaction of Owner, the actual progress of the Work with the Progress Schedule, and a copy of the updated schedule shall be provided as required by the Progress Schedule provisions in the Contract Documents.

D. Contractor shall submit to Owner breakdowns of the compensation payable to Contractor under this Contract that segregate such compensation into the dollar amounts corresponding to such categories as Owner may specify as necessary to conform to Owner's accounting requirements or to comply with the accounting requirements of governmental authorities. Contractor shall submit such segregations with respect to the compensation covered by each of Contractor's Applications for Payment under 6.03A as part of such Application for Payment.

E. If authorized by Owner, the Application for Payment may include a request for payment for material delivered to the Project site and suitably stored, or for completed preparatory work. Payment may similarly be requested for material stored off the Project site, provided Contractor complies with or furnishes satisfactorily evidence of the following:

1. The material will be placed in a bonded warehouse that is structurally sound, dry, lighted, secure and suitable for the materials to be stored;

2. The warehouse is located within a 10-mile radius of the Project. Other locations may be utilized, if approved in writing, by Owner;




3. Only materials for the Project are stored within the warehouse (or a secure portion of a warehouse set aside for the Project);

4. Contractor furnishes Owner a certificate of insurance extending Contractor's insurance coverage for damage, fire and theft to cover the full value of all materials stored, or in transit;

5. The warehouse (or secure portion thereof) is continuously under lock and key, and only Contractor's authorized personnel shall have access;

6. Owner shall at all times have the right of access to stored materials in the possession of Contractor;

7. Contractor assumes total responsibility for the stored materials; and

8. Contractor furnishes to Owner proofs of title, satisfactory evidence that Contractor has paid for the materials in question, certified lists of materials stored, bills of lading, invoices and other information as may be required, and shall also furnish notice to Owner when materials are moved from storage to the Project site.

6.04 PROGRESS PAYMENTS

A. Owner shall make progress payments, in such amounts as Owner determines are properly due, within thirty (30) days after receipt of a properly executed Application for Payment. Owner shall notify Contractor in accordance with Chapter 39.76 RCW if the Application for Payment does not comply with the requirements of the Contract Documents.

B. Owner shall retain five percent (5%) of the amount of each progress payment until forty-five (45) days after Final Acceptance and receipt of all documents required by law or the Contract Documents, including, at Owner's request, consent of surety to release of the retainage. In accordance with Chapter 60.28 RCW, Contractor may request that moneys reserved be retained in a fund by Owner, deposited by Owner in a bank or savings and loan, or placed in escrow with a bank or trust company to be converted into bonds and securities to be held in escrow with interest to be paid to Contractor. Owner may permit Contractor to provide an appropriate bond in lieu of the retained funds.

C. Title to all Work and materials covered by a progress payment shall pass to Owner at the time of such payment free and clear of all liens, claims, security interests and encumbrances. Passage of title shall not, however, relieve Contractor from any of its duties and responsibilities for the Work or materials, or waive any rights of Owner to insist on full compliance by Contractor with the Contract Documents.

D. Payments due and unpaid in accordance with the Contract Documents shall bear interest as specified in Chapter 39.76 RCW.

6.05 PAYMENTS WITHHELD

A. Owner may withhold or, on account of subsequently discovered evidence, nullify the whole or part of any payment to such extent as may be necessary to protect Owner from loss or damage for reasons, including, but not limited to:

1. Work not in accordance with the Contract Documents;




2. Reasonable evidence that the Work required by the Contract Documents cannot be completed within the time specified or for the unpaid balance of the Contract Sum;

3. Work by Owner to correct defective work or complete the Work in accordance with the paragraph entitled “Correction of Non-Conforming Work”;

4. Failure to perform in accordance with the Contract Documents;

5. Cost or liability that Owner reasonably believes is the result of Contractor's fault or negligent acts or omissions;

6. Liens filed or reasons to believe it is possible a lien will be filed for any portion of the Work; provided that, with Owner’s consent that shall not be unreasonably withheld, Contractor may submit a sufficient bond to cover any such lien or liens to protect Owner, in which event such withheld payment shall be released;

7. Failure or refusal of the Contractor to fully comply with that portion of Division entitled "Schedules and Reports";

8. Failure to comply with any requirement of the Contract Documents in which the Owner has reserved the right to withhold payment; or

9. Liquidated damages.

B. In any case where part or all of a payment is going to be withheld for unsatisfactory performance, Owner shall notify Contractor in accordance with Chapter 39.76 RCW.

6.06 RETAINAGE AND BOND CLAIM RIGHTS

Chapters 39.08 and 60.28 RCW, concerning the rights and responsibilities of Contractor and Owner with regard to the performance and payment bonds and retainage, are made a part of the Contract Documents by reference as though fully set forth herein.

6.07 SUBSTANTIAL COMPLETION

A. “Substantial Completion” is the stage in the progress of the Work (or portion thereof designated and approved by Owner) when the construction is sufficiently complete, in accordance with the Contract Documents, so Owner can fully occupy the Work (or the designated portion thereof) for the use for which it is intended. All Work other than incidental corrective or punch list work which does not impair the utility or function of the Work shall have been completed. Substantial Completion shall not have been achieved unless: (1) all systems and parts (including without limitation electrical, mechanical, communications, and similar systems and equipment) are functional and commissioned, balanced, and adjusted; (2) all utilities are connected and operating normally; (3) all required occupancy permits have been issued; and (4) all Work is accessible by normal vehicular and pedestrian traffic routes. The date Substantial Completion is achieved shall be established in writing by Owner. A complete punch list shall be attached to the Certificate Notice of Substantial Completion. Owner's occupancy of the Work or designated portion thereof does not necessarily indicate that Substantial Completion has been achieved.

B. Owner's issuance of a Certificate of Substantial Completion shall not: (1) constitute an acceptance (final or otherwise) of any goods or other part of the Work to be performed by Contractor under this Contract; (2) relieve or release Contractor from its obligation to correct, repair or replace any




defective or nonconforming Work; (3) waive or release Owner's right to insist upon strict performance of this Contract or any of the rights or remedies of Owner as to any Work; or (4) relieve or release Contractor from any obligation, responsibility, guarantee or warranty arising under this Contract or compliance with all terms, conditions and requirements of this Contract.

6.08 PRIOR OCCUPANCY

A. Owner may, upon written notice thereof to Contractor, take possession of or use any completed or partially completed portion of the Work at any time prior to Substantial Completion. Unless otherwise agreed in writing, such prior occupancy shall not be deemed an acceptance of any portion of the Work; accelerate the time for any payment to Contractor; prejudice any rights of Owner provided by any insurance, bond or guaranty or the Contract Documents, as provided in paragraph 2.04; relieve Contractor of the risk of loss or any of the obligations established by the Contract Documents; establish a date for termination or partial termination of the assessment of liquidated damages; or constitute a waiver of any claims.

B. Notwithstanding anything in the preceding paragraph, Owner shall be responsible for loss or damage to the Work resulting from its Prior Occupancy. Contractor's one-year duty to repair, and any system warranties, shall begin when building systems are activated and used by Owner.

C. If Contractor fails to reach Substantial Completion within the Contract Time, Owner may take possession of or use all or any part of the Work without an increase in the Contract Sum or the Contract Time.

6.09 FINAL COMPLETION, ACCEPTANCE AND PAYMENT

A. “Final Completion” shall mean that the Work is fully and finally complete in accordance with the Contract Documents, including without limitation the A/E certification to Owner in compliance with WAC 392.344.155 . or successor regulation. The date Final Completion is achieved shall be established by Owner in writing.

B. “Final Acceptance” is the formal action of Owner acknowledging Final Completion. Neither Final Acceptance nor final payment shall release Contractor or its sureties from any obligations of the Contract Documents or Bond, nor shall such acceptance and payment constitute a waiver of any claims by Owner arising from Contractor's failure to perform the Work in accordance with the Contract Documents.

C. With its request for final payment, Contractor shall submit a "Final Release" in a form acceptable to Owner. This shall release Owner from all Contractor, subcontractor and supplier claims except for those specifically identified in the release. For each claim so identified, Contractor shall provide a description of the claim, the amount of the claim, the date the claim was filed with Owner and the name of involved subcontractors and/or suppliers and the portion of the amount claimed that is attributable to each subcontractor or supplier. Acceptance of final payment by Contractor, or any Subcontractor, shall constitute a waiver and release to Owner of all claims by Contractor, or any such Subcontractor, for an increase in the Contract Sum or the Contract Time, and for every act or omission of Owner relating to or arising out of the Work, except for those Claims made in accordance with the procedures, including the time limits, set forth in part 8 and adequately identified in the Final Release.

D. Final payment shall not become due until a permanent occupancy permit has been issued and the Contractor submits:




1. an affidavit that all payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or its property might in any way be responsible or encumbered, have been paid or otherwise satisfied,

2. a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least thirty (30) days' prior written notice has been given to the Owner,

3. a written statement that the Contractor knows of no substantial reason why the insurance will not be renewable to cover the period required by the Contract Documents,

4. consent of surety to final payment,

5. other data establishing payment or satisfaction of or protection (satisfactory to the Owner) against all obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner, satisfactorily demonstrating to the Owner that the claims of Subcontractors, material suppliers, and laborers who have filed claims have been paid,

6. pursuant to RCW 39.12.040, an "Affidavit of Wages Paid" from the Contractor and from each Subcontractor of any tier certified by the Industrial Statistician of the Washington State Department of Labor and Industries, with the fees paid by the Contractor or Subcontractor,

7. and along with submission of Certificate of Compliance in Section 01331,

8. an asbestos affidavit from the Contractor, if required by the Supplemental Conditions, Section 00800 and as shown in Section 01332.

9. all warranties, guarantees, manuals, operator instructions, certificates, spare parts, specified excess material, and other documents or items required by the Contract Documents (including without limitation Division 1, sections 01770, 01778, 01779, 01785, and 01789),

10. a certificate that all punch list items have been satisfactorily completed.

If a Subcontractor of any tier or supplier refuses to furnish a release or waiver required by the Owner, the Owner may (a) retain in the fund, account, or escrow funds in such amount as to defray the cost of foreclosing the liens of such claims and to pay attorneys' fees, the total of which shall be no less than 150% of the claimed amount, or (b) accept a bond from the Contractor, satisfactory to the Owner, to indemnify the Owner against such lien. If any such lien remains unsatisfied after all payments from the retainage are made, the Contractor shall refund to the Owner all moneys that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees.

6.10 RELEASE OF RETAINAGE

The retainage will be held and applied by the District as a trust fund in a manner required by Chapter 60.28, RCW. Release of the retainage will be processed in ordinary course of business upon the expiration of forty-five (45) days following the Final Acceptance of the Work by the District; provided, that the Contractor shall have furnished required documentation to the following agencies and the District has received verification from said agencies, that certificates approved by the Washington State Department of Labor and Industries and Employment Security Department showing that all payments due said




Departments have been made, a certificate from the Department of Revenue of the State of Washington showing that all taxes due or to become due with respect to the Contract have been paid or duly provided for, and an "Affidavit of Wages Paid" by the Contractor and each and every Subcontractor, which affidavits have been certified by the Industrial Statistician of the Washington State Department of Labor and Industries, stating that all persons performing labor or furnishing materials or supplies have been paid; provided further, that no notice of lien shall have been given as provided in RCW 60.28.011, that no claims have been brought to the attention of the District and that the District has no claims under this Contract; and provided further that release of retainage has been duly authorized by the State.

PART 7 - CHANGES

7.01 CHANGES IN THE WORK

Owner may, at any time and without notice to Contractor's surety, cause additions, deletions, revisions or other changes in the timing, quantity, materials, method or manner of performance of the Work (“Change”). If any Change ordered by Owner causes an increase or a decrease in the Contract Sum or the Contract Time, an equitable adjustment shall be made (as provided under paragraphs A or B below) and such adjustment(s) shall be incorporated into the Contract by a written Change Order (“Change Order”).

A. Owner Directed Changes

1. Owner may, at any time (1) unilaterally direct a Change be implemented by a written Change Directive (“Change Directive”), or (2) request in writing a Change Order Proposal from Contractor. The request shall include, as appropriate, a detailed description of the new or changed work, dimensions, drawings, and other necessary details. If different from those in the Specifications and Drawings, it shall also provide specifications covering the quality of materials and workmanship.

2. Contractor shall submit a written Change Order Proposal within fourteen (14) days of receipt of the request from Owner, or within such other period as mutually agreed. Contractor's Change Order Proposal shall state the total adjustment of the Contract Sum and/or Time requested for performing the proposed change, including compensation for all delays in connection with such change in the Work and for any expense or inconvenience, disruption of schedule, or loss of efficiency or productivity occasioned by the Change. It shall be broken down in sufficient detail, with subcontractor and supplier quotes attached, so as to permit Owner to identify who will do the changed work and the basis and reasonableness of the adjustments requested. Pricing shall include all known, estimated and foreseeable costs with appropriate markups. Requests for time extensions shall demonstrate how the critical path of the then current schedule will be extended by the changed work, for the period sought. The proposal shall include a clear identification of any support Contractor expects to receive from Owner in connection with performance of the changed work.

3. Upon receipt of the Change Order Proposal, Owner may accept or reject the proposal, request further documentation, conduct an audit under Paragraph 7.06, or negotiate acceptable terms with Contractor. Pending agreement and issuance of a Change Order, Owner may direct Contractor, in writing, to proceed with the changed Work. Contractor shall not proceed with any change in the Work until it has obtained Owner's written direction to do so.

4. Unless the Change Order specifically provides otherwise, the price and/or time adjustments allowed for each Change Order shall constitute full settlement for all known,




estimated or foreseeable cost and time adjustments, including all delay and impact costs and direct and indirect damages, including consequential damages regardless of cause, related to the Change, regardless of whether any prior documents submitted by Contractor attempt to reserve rights to bring impact or similar claims.

5. In the event that (a) Contractor fails to submit his proposal within the designated period of time, or (b) the parties are unable to agree as to the reasonable cost and time to perform the change in or addition to the Work based upon Contractor's proposal, Owner may make a unilateral determination, in the form of a Change Determination (“Change Determination”), of the equitable adjustment to the Contract Sum and Contract Time to perform the Change, based upon its own estimates, the Contractor's submission or a combination thereof. A unilateral Change Determination shall constitute a final determination binding on both parties with regard to the equitable adjustment of the Contract Sum or the Contract Time, provided that Contractor may assert a Claim under the Disputes provisions in Part 8 within fourteen (14) days after receipt of the Change Determination.

B. Contractor Requested Changes

1. If the Contractor's cost and/or time of performance is changed as a result of the fault or negligence of Owner, its agents, employees or contractors, such action shall be treated as a Change hereunder. Contractor shall be entitled to an equitable adjustment of the Contract Sum and/or Time to the extent such Change is caused by the Owner, its agents, employees and contractors, provided Contractor notifies Owner of such fault or negligence as set forth below. No equitable adjustment shall be allowed to the extent Contractor’s changed cost of performance (a) is due to the fault or negligence of Contractor or anyone for whose acts Contractor is responsible; or (b) is concurrently caused by Contractor and Owner.

2. Contractor shall notify Owner of such fault or negligence orally or in writing within three (3) working days after Contractor knew or should have known of costs incurred or delays caused by Owner. If notice is given orally, Contractor shall deliver confirmation of the notice in writing within two (2) working days thereafter. Notice shall include such detail as is available, to enable the Owner to conduct its own investigation of the event and to determine how to respond, including:

a. the action (or inaction) that is affecting price and/or time;

b. how it is affecting the Work;

c. when the problem occurred; and

d. action recommended to eliminate the problem.

Written confirmation of oral notice shall include the above information and shall also identify:

e. who was notified;

f. who provided the oral notice; and

g. when the oral notice was given.




3. Contractor acknowledges that Owner is entitled to timely notice as set forth above so as to enable Owner to exercise its rightful control over the Project budget and schedule. Failure to properly provide such information shall constitute a complete waiver of Contractor’s right to an equitable adjustment. In cases of Force Majeure, Contractor shall be entitled only to appropriate time extensions and shall not be entitled to any increase in Contract Sum.

4. In support of any Contractor notice of a Change which is the result of Owner's fault and/or negligence, Contractor shall immediately initiate and maintain detailed, accurate daily records of the effect on the work, additional labor, material or equipment required, all related costs and/or delays. Upon request Contractor shall provide Owner copies of the daily records being maintained. Within thirty (30) days of the notice as provided in paragraph 2 above, unless Owner agrees in writing to allow an additional period of time to ascertain more accurate data, Contractor shall supplement the information provided with such facts and supporting documents as will confirm not only that Contractor was impacted but that the impact was the result of the act, event or condition described in the notice, and that the Contract Documents entitle Contractor to an equitable adjustment for such act, event or condition. If the act or event is continuing in nature, or the impacts are continuing, the Contractor shall update its submittal not less often than every thirty (30) days. Contractor acknowledges that Owner is entitled to timely notice and supporting documentation as set forth above so as to enable Owner to exercise its rightful control over the Project budget and schedule, and that absent such information Owner will suffer prejudice. Failure to properly provide such information shall constitute a waiver of Contractor’s right to an equitable adjustment to the extent the Owner’s ability to investigate or respond to the Contractor is prejudiced. The burden shall be on the Contractor to demonstrate that any failure to provide timely and complete documentation under this paragraph did not prejudice the Owner’s interests.

5. No act, omission or knowledge, actual or constructive, of the Owner or its representatives shall in any way be deemed to be a waiver of the requirements for timely written notice and documentation unless the Owner provides the Contractor with an explicit, unequivocal written waiver.

6. Changes requested by Contractor shall be processed following the same procedures set forth above, in paragraph 7.01.A 2 through 5.

7. Any change in the Contract Time covered by a Change Order, or based on a request for any equitable adjustment in the Contract Time, shall be limited to the change in the critical path of Contractor’s schedule attributable to the change of Work or event(s) giving rise to the request for equitable adjustment. Any Change Order Proposal or request for adjustment in the Contract Time shall demonstrate the impact on the critical path of the schedule. Contractor shall be required to establish clearly that the change or event (1) had a specific impact on the critical path (2) was the sole cause of such impact (except in the case of concurrent delay) and (3) could not have been avoided or mitigated by resequencing of the Work or other reasonable alternatives.

C. Requirement to Proceed With Work

The parties agree that timely completion of the Work is important to Owner’s successful performance of its responsibilities as a school district, and that in many cases Owner has no alternative location to conduct its educational activities if the Work is not timely completed.




Accordingly the parties expressly agree that, notwithstanding any disagreement as to the equitable adjustment in the Contract Sum or Contract Time, Contractor shall proceed diligently and expeditiously with the Work as directed by Owner pending final resolution of any Change, unless otherwise agreed in writing.

D. Notice of Impasse

If Owner and Contractor are unable to reach agreement on the terms of any Change, including any equitable adjustment in the Contract Sum or Contract Time, either party may declare that an impasse exists by written notice (“Notice of Impasse”). If Contractor desires an increase in the Contract Sum or Contract Time, Contractor shall file a Notice of a Claim as provided in Part 8 within fourteen (14) days of the Notice of Impasse, or Contractor shall be deemed to have waived any right to an equitable adjustment.

7.02 CHANGE ORDER PRICING

The amount of any equitable adjustment shall be determined by one of the methods set forth in paragraph A (Fixed Price) or paragraph B (Unit Prices or Time and Material) below.

A. Fixed Price

A fixed price equitable adjustment to the Contract Sum for any Change shall be negotiated between the parties, but shall not exceed the sum of paragraphs 1 through 6 below.

1. Craft labor costs. These are the labor costs determined by either the estimated or actual number of additional craft hours and the hourly cost necessary to perform the change in the Work. Craft hours shall cover direct labor, as well as indirect labor due to trade inefficiencies

The hourly cost shall be based upon the following:

a. Basic wages: Current Washington Department of Labor and Industries (DLI) prevailing hourly wage for the laborers, apprentices, journeymen, and foremen performing and/or directly supervising the changed Work on the site. The premium portion of overtime wages is not included unless pre-approved by the Owner.

b. Fringe benefits: Fringe benefits paid by the Contractor as established by DLI or contributed to labor trust funds as itemized fringe benefits, whichever is applicable.

c. Workers' insurance: Direct contributions to the State of Washington as industrial insurance; medical aid; and supplemental pension by class and rates established by DLI.

d. Federal insurance: Direct contributions required by the Federal Insurance Compensation Act (FICA); Federal Unemployment Tax Act (FUTA); and State Unemployment Compensation Act (SUCA).

e. Safety: Cost incurred due to the Washington Industrial Safety and Health Act, which shall be a reasonable percentage not to exceed 2% of the sum of the amounts calculated in a, b, c, and d above.




2. Material costs. This is an itemization of the quantity and cost of materials deleted or added as a result of the Change. These costs shall be by the unit cost applied to the quantity and extended. The unit cost shall be based upon the net cost after all discounts or rebates, freight costs, express charges, or special delivery costs, when applicable. No lump sum costs will be allowed except when approved in advance by the Owner.

3. Construction equipment usage costs. This is an itemization of the change in the length of time construction equipment appropriate for the Change will be used at the site, times the applicable rental cost as established by the lower of the prevailing rate published in The Rental Rate Blue Book by Data Quest, San Jose, California, or the actual rate paid as evidenced by rental receipts. Actual, reasonable mobilization costs are permitted if the equipment is brought to the Site solely for the change in the Work.

If more than one rate is applicable, the lowest rate will be utilized. The rates in effect at the time of the performance of the Change work are the maximum rates allowable for equipment of modern design and in good working condition and include full compensation for furnishing all fuel, oil, lubrication, repairs, maintenance, and insurance. Equipment not of modern design and/or not in good working condition will have lower rates. Hourly, weekly, and/or monthly rates, as appropriate, will be applied to yield the lowest total cost. The rate for equipment necessarily standing by for future use on the Work shall be 50% of the rate established above.

If equipment is required for which a rental rate is not established by The Rental Rate Blue Book, an agreed rental rate shall be established for that equipment, which rate and use must be approved by the Owner prior to performing the Work.

4. Subcontractor costs. These are payments the Contractor makes to Subcontractors for changed Work performed by Subcontractors. The Subcontractors' cost of Work shall be determined in the same manner as prescribed in this Subparagraph 7.02.

5. Fee. The Fee is the allowance for all overhead, profit, and other indirect and direct costs, including but not limited to all field office and site overhead or administrative costs, or other costs of any kind not covered by subparagraphs 1 through 4 above. The Fee shall be included in the total cost of any Change Order, except as provided under B.3 below. The Fee shall compensate Contractor for all costs of layout, cleanup, noncraft labor, including engineering or administrative costs (both field and main office), estimating, general superintendent, craft supervision (i.e., non-working foreman), purchasing, quality control/quality assurance, clerical support, time keeping, scheduling, as-built drawings, home office cost, small hand tools and expendable supplies, taxes (except state and local retail sales tax and business and occupation tax), and any other costs incidental to the Change.

The fee shall be the sum of the following:

a. For Contractor, for Work actually performed by its own forces, fifteen percent (15%) of the amounts due under paragraph A.1 through A.3 above.

b. For Contractor, for amounts due under paragraph A.4 above, eight percent (8%) of the amount due.




c. For each Subcontractor (including lower tier subcontractors), for any Work actually performed by its own forces, fifteen percent (15%) of the cost of Work actually performed by its own forces under A.4 above.

d. For each Subcontractor, eight percent (8%) of the cost of Work performed by its subcontractors of any lower tier.

If a change in the Work involves both additive and deductive items, the appropriate equitable adjustment for Fee shall be based upon the net difference of the items. If the Change in the Work involves an equitable adjustment in both the Contract Sum and the Contract Time, Fee shall be determined as provided in paragraph 7.03.

6. Cost of change in insurance or bond premium. This is defined as:

a. Contractors' liability insurance: The cost (expressed as a percentage) of any changes in the contractor's liability insurance arising directly from the changed Work; and

b. Public works bond: The cost (expressed as a percentage) of the additional premium for the contractor's bond arising directly from the changed Work.

Upon request, the Contractor shall provide the Owner with supporting documentation from its insurer or surety. The costs of any change in insurance or bond premium shall be added after fee is calculated in accordance with subparagraph 5 above.

B. Unit Prices or Time and Material

1. Whenever Owner authorizes Contractor to perform a Change on a unit-price basis or a time and material basis, Owner’s authorization shall clearly state the scope of the Change, the unit of measurement, the workers involved, any pre-agreed rates and the cost limit for the Change.

2. Contractor shall cooperate with Owner and assist in monitoring the Work being performed. As requested by Owner, Contractor shall identify workers assigned to the Change Order Work and areas in which they are assigned, and permit access as appropriate for measurement of quantities and verification by Owner.

3. Unit prices shall include reimbursement for all craft labor, material, equipment rental, small tools, fee and insurance as described in paragraph 7.02.A above. Hourly rates shall include reimbursement for all craft labor and associated fee as described in subparagraphs 7.02A.1 and 5 above. Where actual quantities are less than those projected in the contract, the Contract Sum will be reduced by the unit price (including any fee include in the unit price) multiplied by the reduction in quantity.

4. For Changes performed on a time and material basis, Contractor shall identify on daily time sheets all direct labor performed and submit copies of time sheets daily to Owner for review and approval. Any costs for time or record keeping of time and material charges are inclusive to the Fee. Contractor shall submit costs in accordance to paragraph 7.02A and additional verification supported by labor detailed on daily time sheets, and invoices for material and equipment.

5. Contractor shall maintain copies of supporting records at the construction site.




C. Other Pricing Requirements and Procedures

1. Contractor shall submit its proposed Change Order pricing on the format specified by Owner, and with the markups specified in the Contract Documents.

2. Adjustments to price and time by Change Order shall be estimated on the basis of the costs that would be incurred and time required by a reasonably efficient, competent contractor.

3. For deductive Change Orders not subject to the Contract Termination provisions, the equitable adjustment shall not include Contractor's profit for work deleted. The adjustment shall include general and administrative and other related indirect costs associated with deletion of work when such costs will not be incurred as a result of the Change.

4. For changes that increase the Contract Time, the Fee shall be determined by 7.03 or 7.04 below as applicable. Contemporaneous changes shall be evaluated for concurrency so as to avoid double recovery.

7.03 COMPENSATION FOR CHANGE IN CONTRACT TIME RESULTING FROM CHANGES

A. Where Contractor is entitled to an equitable adjustment in the Contract Time and is also entitled to an equitable adjustment in the Contract Sum pursuant to paragraphs 7.01 and 7.02 above, Contractor shall be entitled to an equitable adjustment in the Contract Sum in accordance with this paragraph, subject to the following conditions:

1. The change in Contract Time shall be caused solely by the fault or negligence of Owner, its agents, employees or contractors;

2. Contractor shall follow the procedure and shall establish the extent of the equitable adjustment in Contract Time as set forth in paragraph 7.01.B above and in Section 01325 Schedules and Reports.

B. The daily cost of any change in Contract Time under this paragraph 7.03.1 shall be limited to the following items as applicable to the delay:

1. cost of site superintendent;

2. cost of craft supervision;

3. cost of field engineer;

4. cost of project manager;

5. cost of clerical support;

6. cost of site temporary facilities;

7. cost of site equipment, fuel, oil and lubrication;

8. cost of small tools;




9. cost of site temporary utilities to support the site office;

10. cost of site office supplies;

11. cost of site vehicles, fuel and oil;

12. cost of site temporary utilities;

13. cost of site daily cleanup;

14. cost of site daily material handling;

15. cost of site material disposal;

The above costs shall be determined contemporaneous with the delay period.

The daily cost shall be converted to a calendar day basis. A markup of 6% shall be applied to the daily rate to cover home office overhead and profit.

C. Cost for Change to Contract Time. The allowable daily rate (converted to calendar days) shall be multiplied by the number of calendar days of compensable time extension to arrive at the Fee amount. Contractor shall be entitled to the greater of (1) the Fee as determined under this paragraph 7.03 or (2) the Fee as determined under paragraph 7.02 A.5. Contemporaneous changes shall be evaluated for concurrency and treated for Fee compensation in the aggregate.

7.04 COMPENSATION FOR CHANGES IN CONTRACT TIME ONLY

A. Where Contractor establishes entitlement to a change in the Contract Time, but Contractor is not entitled to an equitable adjustment in the Contract Sum pursuant to paragraphs 7.01 and 7.02 above, Contractor may request an equitable adjustment in the Contract Sum in accordance with this paragraph, subject to the following conditions:

1. The change in Contract Time shall be caused solely by the fault or negligence of Owner, its agents, employees or contractors;

2. The equitable adjustment under this paragraph is limited to changes in Contract Time for which Contractor is not entitled to be compensated under paragraph 7.01 and 7.02.

3. Contractor shall follow the procedure and shall establish the extent of the Change in the Contract Time as set forth in paragraph 7.01.B above and in Section 01325 Schedules and Reports.

B. The daily cost of any change in Contract Time under this paragraph 7.04 shall be limited to: (a) cost of nonproductive field supervision or labor extended because of the delay; (b) cost of weekly meetings or similar indirect activities extended because of the delay; (c) cost of temporary facilities or equipment rental extended because of the delay; (d) cost of insurance extended because of the delay; and (e) general and administrative overhead in an amount to be agreed upon, but not to exceed three (3) percent of the Contract Sum divided by the Contract Time for each day

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of the delay. Upon request by Owner, Contractor shall promptly supply copies of certified payroll records and any other cost records to assist in analysis of change order requests.

7.05 ESCROW OF BID DOCUMENTATION (applicable to all contracts over $5,000,000 only and to subcontracts over $750,000)

The District requires that the successful Bidder on this Contract present its Bid Documentation (as defined below) for the future mutual use of the District and the Contractor in the event of claims being made by the Bidder for additional compensation under this Contract.

A. The Bidder to whom the District awards this Contract shall submit a legible copy of all documentation used to prepare its Bid for this Contract within seven (7) days after receipt of Notice of Award. The Bid Documentation shall be submitted to a banking institution designated by the District in accordance with the instructions for submitting Bid documentation provided by the District. The Bid Documentation shall be submitted in a sealed container marked with the Bidder's Name, Contract Number, and the date of submittal. In addition to the Bid Documentation within the sealed container, the Bidder shall furnish to the District an affidavit specifically stating that all documents used by the Contractor to prepare the Bid are included in the sealed container and shall identify by list the documents used to prepare the Bid.

B. The term "Bid Documentation" means any writings, working papers, computer printouts, charts, and any other data compilations that contain or reflect all information, data and calculations used by the Contractor to prepare the Bid for this Contract. The term "Bid Documentation" includes, but is not limited to, Contractor equipment rates, Contractor overhead rates, labor rates, efficiency or productivity factors, arithmetic extensions, and quotations from subcontractors, suppliers and materialmen to the extent that such rates and quotations were used by the Contractor in formulating and determining the amounts of the Bid. The term "Bid Documentation" also includes any manuals standard to the industry and used by the Contractor in determining the Bid for this Contract. Such manuals may be included in the Bid Documentation by reference. The term does not include Bid documents provided by the District for use by the Contractor in bidding on this Contract.

C. The Contractor warrants to the District that the Bid Documentation submitted to Escrow in accordance with these requirements represents the complete and accurate information used by the Contractor to prepare its Bid, and that the calculations, rates, and quotations provided therein constitute the basis under which the Contractor bid the Work.

D. Further, the same level of documentation is required for any and all subcontractors used by the successful Bidder that comprise more than $750,000 of the Contract Sum.

E. If the Contractor fails or refuses to provide timely and complete Bid Documentation, the District will not sign the Contract and will not issue a Notice to Proceed to the Contractor. The Contractor's Bid Guaranty shall be forfeited to the District, and the District may award to the next low Bidder or exercise any other remedy available under this Contract or by law.

F. If the Contractor or its Subcontractors which are responsible to provide such Bid Documentation fail to fully meet the requirements of this Section and later present a claim to the District for additional compensation, such failure to fully comply with said requirements shall serve as a bar to all claims made for which the District, in its good faith judgment, deems such information relevant for its review and analysis of such claims.




G. The escrowed Bid Documentation may be examined by the designated representative of both the District and the Contractor, at any time deemed necessary by either the District or the Contractor to assist in the negotiation of price adjustments and change orders, or in the settlement of claims or disputes. If requested by the Project Neutral, the escrowed Bid Documentation may be utilized to assist the Neutral in its recommendations.

H. The Bid Documentation submitted by the Contractor will be held in escrow until the contract has been completed, the ultimate resolution of all disputes, and claims has been achieved and receipt of final payment has been accepted by the Contractor. The escrowed Bid Documentation will then be released from escrow to the Contractor.

I. The Bid Documentation submitted by the Bidder is, and shall remain, the property of the Bidder, and is subject to joint review only, by the District and the Bidder. The District agrees to safeguard the Bid Documentation, and all information contained therein, against disclosure, including disclosure of subcontractor Bid Documentation to the Contractor and other subcontractors to the fullest extent permitted by law. However, in the event of litigation, the Bid Documentation shall be subject to discovery, and the District assumes no responsibility for safeguarding the Bid Documentation unless the Contractor has obtained an appropriate protective order issued by the court.

J. Full compensation for preparing the Bid Documentation, presenting it for escrow and reviewing it for escrow and upon request of the Owner shall be considered as included in the Contract Sum paid for the Work, and no additional compensation will be allowed therefore. The direct cost paid to the bank for accepting the Bid Documentation in escrow will be paid by the District.

7.06 AUDITS

A. All Changes and Claims shall be subject to audit by Owner. Failure of Contractor, Subcontractors of any tier, to maintain and retain sufficient records to allow Owner to verify all or a portion of the equitable adjustment or to permit Owner access to the books and records of Contractor, or Subcontractors of any tier, shall constitute a waiver of the right to an equitable adjustment and shall bar any recovery by Contractor.

B. The audit may be performed by employees of Owner or a representative of Owner. Contractor shall provide adequate facilities for the audit during normal business hours. Contractor shall make a good-faith effort to cooperate with Owner’s auditors.

C. In support of Owner audit, Contractor shall, upon request, promptly make available to Owner all relevant cost, schedule, engineering and accounting documents, including but not limited to the following documents:

1. Daily time sheets and supervisor's daily reports;

2. Collective bargaining agreements;

3. Insurance and benefits records;

4. Payroll registers and certified payrolls*;

5. Earnings records*;

6. Payroll tax forms;




7. Material invoices, requisitions and delivery confirmations;

8. Material cost distribution worksheet*;

9. Equipment records (list of company equipment, rates, etc.)*;

10. Vendors', rental agencies', Subcontractors', and agents' invoices;

11. Contracts between Contractor and each of its Subcontractors, and all lower-tier Subcontractor contracts and supplier contracts;

12. Subcontractors' and agents' payment certificates;

13. Canceled checks (payroll and vendors);

14. Job cost report, including monthly totals*;

15. Job payroll ledger*;

16. Planned resource loading schedules and summaries*;

17. General ledger;

18. Cash disbursements journal;

19. Financial statements for all years reflecting the operations on the Work. In addition, the Owner may require, if it deems it appropriate, additional financial statements for three (3) years preceding execution of the Work;

20. Depreciation records on all company equipment whether these records are maintained by the company involved, its accountant or others;

21. If a source other than depreciation records is used to develop costs for Contractor's internal purposes in establishing the actual cost of owning and operating equipment, all such other source documents;

22. All nonprivileged documents which relate to each and every Claim, together with all documents which support the amount of any adjustment in Contract Sum or Contract Time sought by each Claim;

23. Work sheets or software used to prepare the Claim establishing the cost components for items of the Claim, including, but not limited to, labor, benefits and insurance, materials, equipment, Subcontractors, all documents which establish the time periods, individuals involved, the hours for the individuals and the rates for the individuals; and

24. Work sheets, software and all other documents used by Contractor to prepare its bid.

For those items above marked with an asterisk *, Contractor shall provide electronic files of this information in a form compatible with Microsoft Excel.




PART 8 - DISPUTE RESOLUTION AND CLAIMS

8.01 GENERAL

A. Exclusive Claims Process. Any claim, dispute and other matter arising out of, or relating to, the Contract Documents or the breach thereof not resolved pursuant to Part 7 (“Changes”) shall be decided exclusively by the following dispute resolution procedure, unless the parties mutually agree in writing otherwise. Failure to timely and properly meet the deadlines of this Part 8 shall constitute a waiver of the party’s rights to assert a claim or to file litigation relating to the Dispute.

B. Project Neutral. For contracts valued over $10,000,000, the parties must select a Project Neutral (“Neutral”) within thirty (30) days after execution of the Contract. The Neutral shall assist in the resolution of claims, controversies and other Disputes between Contractor and Owner in order to prevent litigation to the extent possible. The Neutral will act essentially in the role of mediator, providing special expertise to assist and facilitate the resolution of disputes. The Neutral also will consider Disputes referred to it as provided in 8.02 below, and furnish findings and recommendations to Owner and Contractor as requested to assist in the resolution of the differences between them.

1. The Neutral shall be selected jointly by Owner and Contractor. The Neutral shall have expertise in one or more of the following aspects of construction: technical, management, legal, claims or finance. The Neutral shall not have a financial interest in the Contract, except for payments for services. No employee of Owner, Contractor, any Subcontractor, the A/E or Construction Manager shall be a Neutral. Owner and Contractor shall select the Neutral and negotiate an agreement with the Neutral within the first 30 days after the Contract is executed. The process used to replace the Neutral shall be the same process used in the original selection of the Neutral. In the event of an impasse in selection or replacement of the Neutral, the appointment of the Neutral will be made by the Presiding Judge of the King County Superior Court.

2. The agreement, with the Neutral, will describe the work, responsibilities and duties of the Neutral, and Owner’s and Contractor’s obligations and responsibilities with respect to each other and the Neutral and shall be consistent with the requirements of this Contract. In order to keep abreast of the Work, the Neutral shall regularly visit the Project, and regularly meet with representatives of Owner and Contractor. The frequency of these visits shall be as agreed between Owner and Contractor, but shall not be less than quarterly.

3. Compensation. Compensation for the Board members and their expenses shall be shared equally by the Owner and Contractor. Compensation and expenses shall be billed to and paid by Owner, Contractor’s share to be deducted from monies due Contractor. Owner shall, at its cost, provide administrative services to the Neutral, such as a meeting room and secretarial services. Contractor shall provide access to the Work, and necessary meeting facilities at the site.

C. Duty to Proceed. Notwithstanding the tendency of any dispute, Contractor shall diligently continue to perform all of its obligations under the Contract as directed by Owner, including any disputed work, and maintain the progress schedule during any dispute resolution proceedings, unless otherwise approved by the Owner in writing.




D. Provisions to Remain in Effect. These disputes and claims provisions in Part 8 shall remain in full force and effect following any termination of this Contract for cause or for Owner’s convenience.

E. Delivery. For the purposes of this Part 8, “delivery” means (i) placing a document into the actual, physical possession of the designated representative of a party, by hand delivery, facsimile or similar method or (ii) five days after a document is placed in the U.S. Mail, postage fully paid.

8.02 DISPUTE RESOLUTION PROCEDURE

A. Notice of Claim. The Notice of Claim pursuant to paragraph 7.01.D shall contain the following at a minimum:

1. the cause of the dispute;

2. applicable contract provision(s);

3. the claimed correct requirement;

4. the relief sought;

5. the date the matter became a dispute; and

6. the individuals involved.

B. Mediation. For contracts valued over $5,000,000, either party may request mediation of the dispute within fourteen (14) days after delivery of the response, by written notice. Unless the parties agree otherwise, the project neutral shall serve as mediator. Mediation shall take place within twenty-one (21) days after the request for mediation. Mediation briefs for this mediation shall be limited to ten (15) pages, plus copies of any contract documents or correspondence

C. Formal Claim. If the dispute is not resolved earlier, the party issuing the Notice shall deliver a formal written claim (“Claim”) within 30 days after delivery of the Notice. The Claim shall be deemed to include a statement that the Claim covers all proposed equitable adjustments in cost and in time relating to the Dispute (whether direct, indirect, consequential, or otherwise).

The Claim shall provide the following information at a minimum:

1. A detailed factual statement of the Claim for revised compensation and time, if any, providing all necessary dates, locations and items of Work affected by the Claim;

2. The date on which facts arose which gave rise to the Claim;

3. The name of each employee of Contractor, Subcontractors, Owner, Owner’s Representative, or A/E knowledgeable about the Claim;

4. The specific provisions of the Contract Documents which support the Claim;

5. Identification of any documents and the substance of any oral communications that support the Claim;

6. If an adjustment in the Contract Time is sought, the specific days and dates for which it is sought; the specific reasons why a change in the Contract Time should be granted; and an




analysis of the Progress Schedule to demonstrate the reason for the change in Contract Time (time impact analysis);

7. If an adjustment in the Contract Sum is sought, the exact amount sought and a breakdown of that amount into the categories set forth in, and in the detail required by, section 7.02; and

8. A statement certifying, under penalty of perjury, that the Claim is made in good faith, that the supporting cost and pricing data are true and accurate to the best of the party’s knowledge and belief, that the Claim is fully supported by the accompanying data and that the amount requested accurately reflects the equitable adjustment in the Contract Sum or Contract Time.

C. Response. If the Dispute is not resolved within 60 days after delivery of the Claim, the receiving party shall issue a written response to the Claim (“Response”) granting or denying the Claim, in whole or in part. The responding party shall state any equitable adjustments to the Contract Sum or Contract Time which it believes should be made and the reasons therefore.

In the event a Claim by Contractor does not contain sufficient information to prepare a response or a Decision, Owner may request additional information, and Owner may delay delivery of the Response pending the submission of additional information by the Contractor. If Contractor does not submit requested information within a reasonable time, Contractor shall be deemed to have waived any Claim by it with respect to that portion of the Claim for which the information is insufficient.

D. Management Meeting. If the claiming party rejects the Response in writing, senior management representatives of Owner, Contractor, Construction Manager and Architect shall meet and attempt to resolve the dispute within 14 calendar days after receipt of written rejection.

E. Neutral Hearing. For contracts valued over $5,000,000, if the Dispute is not resolved within 30 days after delivery of the Response, either party may request a hearing by the Project Neutral (“Hearing”). The Neutral shall hear the Dispute within 30 days after such request, unless another time is mutually agreed by the Owner and Contractor. Contractor and Owner shall each be afforded an opportunity to be heard by the Neutral and to submit evidence. The Neutral shall provide written recommendations to both parties as promptly as possible after the Hearing, and in any event not more than 15 days after the Hearing. The recommendation shall be based upon the Contract provisions and other relevant evidence. In order to encourage the parties to settle the dispute, the recommendation shall provide an appropriately detailed explanation of the basis for the recommendation, and any recommended further steps the parties should take.

F. Litigation. No suit shall be filed hereunder except in a court in King County Washington. Neither party may file litigation as to any Dispute unless such party has submitted a Notice and Claim hereunder and complied with all deadlines and requirements set forth in this part 8, and litigation is commenced within 120 days after the later of Final Acceptance or the date of the recommendation by the Project Neutral. The substantially prevailing party in any litigation shall be entitled to recover its reasonable attorneys fees and costs incurred after the commencement of litigation.




PART 9 - TERMINATION OF THE WORK

9.01 TERMINATION BY OWNER FOR CAUSE

A. Notwithstanding any other provision of this Contract, Owner may, upon seven (7) days written notice to Contractor and to its surety, and without prejudice to any other right or remedy of Owner, terminate the Work, or any part of it, for cause upon the occurrence of any one or more of the following events:

1. Contractor fails to prosecute the Work or any portion thereof with sufficient diligence to ensure progress of the Work according to Contract milestones, or to ensure Substantial Completion of the Work within the Contract Time;

2. Contractor is adjudged bankrupt or makes a general assignment for the benefit of its creditors, or a receiver is appointed on account of its insolvency;

3. Contractor fails in a material way to replace or correct Work not in conformance with the Contract Documents;

4. Contractor repeatedly fails to supply skilled workers or proper materials or equipment;

5. Contractor repeatedly fails to make prompt payment due to Subcontractors or for labor;

6. Contractor materially disregards or fails to comply with laws, ordinances, rules, regulations or orders of any public authority having jurisdiction; or

7. Contractor is otherwise in material breach of any provision of the Contract Documents.

B. Upon termination, Owner may at its option:

1. Take possession of the Project site and take possession of or use all materials, equipment, tools, and construction equipment and machinery thereon owned by Contractor to maintain the orderly progress of, and to finish, the Work;

2. Accept assignment of Subcontracts pursuant to 5.21E; and

3. Finish the Work by whatever other reasonable method it deems expedient.

C. Owner's rights and duties upon termination are subject to the prior rights and duties of the surety, if any, obligated under any bond provided in accordance with the Contract Documents.

D. When Owner terminates the Work in accordance with this section 9.01, Contractor shall take the actions set forth in paragraph 9.02B.

E. If the unpaid balance of the Contract Sum exceeds the cost of finishing the Work, including compensation for all services and expenses made necessary thereby and any other extra costs or damages incurred by Owner in completing the Work, or as a result of Contractor's actions, such excess shall be paid to Contractor or its surety as their interests may appear. If such costs exceed the unpaid balance, Contractor shall pay the difference to Owner. These obligations for payment shall survive termination.




F. Termination of the Work in accordance with this section 9.01 shall not relieve Contractor or its surety of any responsibilities for Work performed.

G. If Owner terminates Contractor for cause, and it is later determined that none of the circumstances set forth in paragraph 9.01A exist, then such termination shall be deemed a termination for convenience pursuant to section 9.02.

9.02 TERMINATION BY OWNER FOR CONVENIENCE

A. Notwithstanding any other provision of this Contract, Owner may, upon written notice and without prejudice to any right or remedy of Owner, terminate the Work, or any part of it, for the convenience of Owner.

B. Unless Owner directs otherwise, after receipt of a written notice of termination for either cause or convenience, Contractor shall promptly:

1. Stop performing the terminated Work on the date and as specified in the notice of termination;

2. Place no further orders or Subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of the Work as is not terminated;

3. Cancel all orders and Subcontracts, upon terms acceptable to Owner, to the extent that they relate to the performance of Work terminated;

4. Assign to Owner all of the right, title and interest of Contractor in all orders and Subcontracts;

5. Take such action as may be necessary or as directed by Owner to preserve and protect the Work, Project site and any other property related to the Project in the possession of Contractor in which Owner has an interest; and

6. Continue performance only to the extent not terminated.

C. If Owner terminates the Work or any portion thereof for convenience, Contractor shall be entitled to make a request for an equitable adjustment for its reasonable direct costs incurred prior to the effective date of the termination, plus a reasonable allowance for overhead and profit on Work performed prior to termination, plus the reasonable administrative costs of the termination, but shall not be entitled to any other costs or damages, whatsoever, provided however, the total sum payable upon termination shall not exceed the Contract Sum reduced by prior payments. Contractor shall be required to make its request in accordance with the provisions of Part 7.

D. If Owner terminates the Work or any portion thereof for convenience, the Contract Time shall be adjusted as determined by Owner.

PART 10 - MISCELLANEOUS PROVISIONS

10.01 GOVERNING LAW

The Contract Documents and the rights of the parties herein shall be governed by the laws of the State of Washington. Venue shall be in King County, Washington.




10.02 SUCCESSORS AND ASSIGNS

This Contract shall be binding on and inure to the benefit of the parties and their respective successors and assigns. Neither party shall assign the Work without written consent of the other, except that Contractor may assign the right to receive payment for financial security purposes to a bank or lending institution authorized to do business in the State of Washington. If either party attempts to make any assignment without such consent, such assignment shall be void, and the assigning party shall nevertheless remain legally responsible for all obligations set forth in the Contract Documents.

10.03 MEANING OF WORDS

This Contract shall be given a fair and reasonable interpretation in accordance with the words contained in it without any weight being given to whether a provision was drafted by one party or its counsel, and shall be interpreted whenever possible as a whole and to harmonize and give effect to all of its provisions. Whenever a provision of this Contract uses the words “include” or “including” or words of similar meaning, the words shall not be construed so as to be limiting but shall be treated as illustrative. Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. References to standard specifications, manuals or codes of any technical society, organization or association, or to the code of any governmental authority, whether such reference be specific or by implication, shall be to the latest standard specification, manual or code in effect on the date for submission of bids, except as may be otherwise specifically stated. Wherever in the Drawings and Specifications an article, a device or a piece of equipment is referred to in the singular manner, such reference shall apply to as many such articles as are shown on the drawings, or required to complete the installation.

10.04 APPLICABLE STATUTES

The Contractor shall abide by the provisions of all applicable Washington statutes. Although a number of statutes are referenced in the Contract Documents, it is not meant to be a complete list and should not be relied upon as such.

A. Contractor Registration. Pursuant to RCW 39.06, the Contractor shall be registered or licensed as required by the laws of the State of Washington, including but not limited to RCW 18.27.

B. Law Against Discrimination. RCW 49.60.

C. Provisions For Aged And Handicapped Persons. RCW 70.92.

D. Safety Standards. RCW 49.17, "Washington Industrial Safety and Health Act," and Chapter 296-155 WAC, "Safety Standards for Construction Work."

E. Unemployment Compensation. RCW 50.24.

F. Drug-Free Workplace. The Contractor and all Subcontractors of any tier shall fully comply with all applicable federal, state, and local laws and regulations regarding drug-free workplace, including the Drug-Free Workplace Act of 1988. Any person not fit for duty for any reason, including the use of alcohol, controlled substances, or drugs, shall immediately be removed from the Work.

G. In accordance with the provisions of RCW 28A.210.310, Contractor shall prohibit the use of tobacco products on school property. Contractor shall ensure that this prohibition requirement is




included in all subcontracts. Failure to comply with this paragraph shall be grounds for the Owner to demand removal of the personnel involved.

H. Asbestos Removal. To the extent this Project involves asbestos removal, the Contractor shall comply with Chapter 49.26 RCW and any provisions of the Washington Administrative Code promulgated thereunder, and the applicable paragraph of Section 00800 should be viewed for possible insurance required for the applicable Subcontractor.

I. Pursuant to RCW 28A.400.330, Contractor shall prohibit from working at a public school where there may be contact with children, any employee of Contractor who has pled guilty to or been convicted of any felony crime involving the physical neglect of a child under Chapter 9A.42 RCW, the death or physical injury of a child under Chapter 9A.32 or 9A.36 RCW, respectively (except motor vehicle violations under Chapter 46.61 RCW), sexual exploitation of a child under Chapter 9.68A RCW, sexual offenses under Chapter 9A.44 RCW where a minor is the victim, promoting prostitution of a minor under Chapter 9A.88 RCW, the sale or purchase of a minor child under RCW 9A.64.030 or violation of similar laws of another jurisdiction. Contractor shall ensure that the foregoing requirements are included in all subcontracts. Failure to comply with this paragraph 5.01 I shall be grounds for Owner to immediately terminate this Contract for cause.

10.05 RECORDS RETENTION

The wage, payroll and cost records of Contractor, and its Subcontractors, and all records subject to audit in accordance with Part 7, shall be retained for a period of not less than six years after the date of Final Acceptance or the final resolution of any disputes, whichever is later.

10.06 THIRD PARTIES

The Contract Documents shall not be construed to create a contractual relationship of any kind between the Construction Manager or Owner's Representative and Contractor, A/E and Contractor, Owner and any Subcontractor, or any persons other than Owner and Contractor. This Contract is for the benefit of Owner and Contractor only, and no other person shall have any rights, interests or claims under this Contract or be entitled to any benefits under or on account of this Contract as a third party beneficiary or otherwise.

10.07 ANTITRUST ASSIGNMENT

Owner and Contractor recognize that in actual economic practice, overcharges resulting from antitrust violations are, in fact, usually borne by the purchaser. Therefore, Contractor hereby assigns to Owner any and all claims for such overcharges as to goods, materials and equipment purchased in connection with the Work performed in accordance with the Contract Documents, except as to overcharges which result from antitrust violations commencing after the Contract Sum is established and which are not passed on to Owner under a Change Order. Contractor shall put a similar clause in its Subcontracts, and require a similar clause in its sub-Subcontracts, such that all claims for such overcharges on the Work are passed to Owner by Contractor.

10.08 SEVERABILITY

The invalidity of any covenant, restriction, condition, limitation or any other part or provision of the Contract Documents shall not impair or affect in any manner the validity, enforceability or effect of the remainder of the Contract Documents.

10.09 AMENDMENTS, WAIVER, COURSE OF DEALING




No Amendment hereto shall be valid unless in writing and signed by the parties, provided however that nothing in this provision shall prevent the Owner from directing changes pursuant to the Changes clause. No consent or waiver, express or implied, by any Party of any breach or default by the obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other Party of the same or any other obligations of such other Party hereunder. Failure on the part of a Party to complain of any act or failure to act of the other Party or to declare the other Party in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder. The giving of consent by one Party in any one instance shall not limit or waive the necessity to obtain such Party’s consent in any future instances. No failure or delay on the part of any Party in exercising any right, power or privilege under this Contract and no course of dealing between the Parties shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

END OF GENERAL CONDITIONS SECTION

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