Contract CSI GeneralConditions

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SECTION 00700
GENERAL CONDITIONS
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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 BUILDERS 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 OWNERS 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 MAJ EURE ....................................................................................... 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 PROJ ECT RECORD ...................................................................................... 13
4.03 SHOP DRAWINGS ....................................................................................... 13
4.04 ORGANIZATION OF DOCUMENTS .......................................................... 15
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Bid No. B03326 00700-ii

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

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

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SECTION 00700
GENERAL CONDITIONS
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Bid No. B03326 00700-1
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.
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Bid No. B03326 00700-2
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.
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Bid No. B03326 00700-3
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.
J J . "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).
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Bid No. B03326 00700-4
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
employers 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 employers 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 latters
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 employers 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,
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Bid No. B03326 00700-5
representatives and agents, Owner and Owners 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 Contractors operations
or performance of Contractors 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 CONTRACTORS 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, Owners Representatives, Construction
Manager, Architect/Engineer and Contractor from the following claims which may arise out of,
result from or relate to Contractors operation or performance under the Contract:
1. claims under workers 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 Contractors 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.

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Bid No. B03326 00700-6
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
employers 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
tenants legal liability $100,000
automobile liability (owned, non-
owned, leased or hired)
$1,000,000 per occurrence
umbrella/excess coverage
contractors pollution liability
(for projects involving exterior
work.)
$5,000,000/occurrence
$5,000,000/aggregate
$1,000,000/$2,000,000

2.04 BUILDERS 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 Contractors and its Subcontractors property except materials and supplies
actually consumed in the Work or which become part of the Work.
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Bid No. B03326 00700-7
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
Contractors 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 Contractors 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 Contractors
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 Owners 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.
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Bid No. B03326 00700-8
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 Owners Representatives as additional insureds and include a waiver
of the insurers right of subrogation against Owner, the Construction Manager, the Architect/Engineer and
Owners 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 Owners
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 OWNERS 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
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Bid No. B03326 00700-9
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
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Bid No. B03326 00700-10
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 Contractors 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) Contractors obligations
under the Contract Documents; or (2) Owners 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.
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Bid No. B03326 00700-11
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
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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
Contractors 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.
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Bid No. B03326 00700-13
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 Owners 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 "PROJ ECT 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.
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Bid No. B03326 00700-14
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.
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Bid No. B03326 00700-15
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.
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Bid No. B03326 00700-16
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 Owners 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 Owners 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,
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Bid No. B03326 00700-17
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 programfor 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
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Bid No. B03326 00700-18
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.
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Bid No. B03326 00700-19
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
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Bid No. B03326 00700-20
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 Owners 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.
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Bid No. B03326 00700-21
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
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Bid No. B03326 00700-22
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.
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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
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Bid No. B03326 00700-24
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
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Bid No. B03326 00700-25
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 Owners 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.
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Bid No. B03326 00700-26
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, Owners 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
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Bid No. B03326 00700-27
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.
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Bid No. B03326 00700-28
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
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Bid No. B03326 00700-29
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;
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Bid No. B03326 00700-30
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 J anuay 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, Owners
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.
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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;
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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;
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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 Owners 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
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Bid No. B03326 00700-34
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:
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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
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Bid No. B03326 00700-36
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,
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Bid No. B03326 00700-37
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
Contractors 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 includesuch 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.
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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
Contractors 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
Contractors right to an equitable adjustment to the extent the Owners 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 Owners 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 Contractors 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 Owners 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.
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Bid No. B03326 00700-39
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.
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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 J ose, 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.
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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, Owners 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.
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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;
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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.
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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 Owners 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;
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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. J ob cost report, including monthly totals*;
15. J ob 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.

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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 partys 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 J udge of the King County Superior Court.
2. The agreement, with the Neutral, will describe the work, responsibilities and duties of the
Neutral, and Owners and Contractors 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, Contractors 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.
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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 Owners 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, Owners
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
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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 partys
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.
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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.
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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.
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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
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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
DIVISION 0
SECTION 00700
GENERAL CONDITIONS
PAGE 54 OF 54

Bid No. B03326 00700-54
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 Partys 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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