2026-RFP-146_-_00_72_00-General-Conditions.pdf

Division 00 - Procurement and Contracting Requirements Conditions Of Contract - VFD Farm

RFP

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PART 1 - GENERAL PROVISIONS

1.01 DEFINITIONS

A. “Addendum” is a written alteration or clarification of the plans or specifications provided to bidders by the County prior to bid time, which becomes part of the Contract Documents when the Contract is executed.

B. “Application for Payment” means a written request for payment of Work completed in accordance with the Contract submitted by Contractor to the County.

C. “Change Order” means an executed written instrument that alters one or more terms of the Contract. A Change Order may be bilateral (executed by both Parties) or unilateral (executed by the County only).

D. “Change Proposal” means a document prepared by the Contractor at the request of the County in response to a Request for Change Proposal initiated by the County, which proposes a change to one or more terms of the Contract. The County initiates all Requests for Change Proposals.

E. “Claim” means a written demand by the Contractor seeking relief not granted in the County’s response to the Contractor’s prior Request for Change Order or in response to a unilateral Change Order.

F. “Completion/Final Acceptance” means that the Contractor has completed all the requirements of the Contract, and the County has given written notice of acceptance of the Project.

G. The “Contract” or “Contract Documents” constitute the entire integrated agreement between Pierce County and the Contractor for the performance of the Work. The Contract Documents are the following:

1. Signed Pierce County Agreement between County and Contractor (the “Agreement, Section 00 50 00”);

2. Affidavits, Certifications and Bonds as specified in the Contract;

3. General Terms and Conditions (Section 00 72 00);

4. Supplemental Terms and Conditions, including addenda (Section 00 73 00);

5. Drawings and Detail Drawings;

6. The General Provisions (Division 1)

7. Technical Specifications, Divisions 2 through 49;

8. Change Order(s); and,

9. Invitation to Bid Documents, which includes all sections in Division 0, not previously listed.

H. “Contract Execution” occurs when the County Executive or its designee signs the Contract, which shall occur after the Contractor signs the Contract. Contract Execution will be performed through an electronic signature process.

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I. “Contract Price” means the total amount payable by the County to the Contractor for performance of the Work in accordance with Section 00 50 00, as may be adjusted by Change Orders.

J. “Contract Time” means the number of Days, or the specific date set forth in the Contract for the Contractor to achieve Substantial Completion of the Work.

K. “Contractor” means the individual or business entity contracting with Pierce County to perform the Contract Work.

L. “Contractor’s Representative” is the individual designated by the Contractor in the Agreement, Section 00 50 00, responsible for administering the Contract, and who has the authority to bind and obligate the Contractor in the performance of the Work.

M. “Critical Path” is the longest, continuous sequence of interrelated activities that begins at the start of the Project (Notice to Proceed) and extends to Substantial Completion of the Project.

A delay to an activity on the Critical Path will delay project completion.

N. “Day” or “Days” means calendar day, unless otherwise specified.

O. “Differing Site Conditions” are defined as: Type I Subsurface or latent physical conditions at the site which differ materially from those described or shown in the Contract Documents and not reasonably foreseeable based on the information available to the Contractor at the time of bid or Type II Unknown physical conditions at the Site, of an unusual nature, which differ materially from those ordinarily encountered and generally recognized as inherent in the construction activities of the character provided for in the Contract and not reasonably foreseeable based on the information available to the Contractor at the time of bid.

P. “Direction” is a general term that refers to communications from the County Project Representative to the Contractor about the Work. Direction includes, but is not limited to, Field Directives, directives to accelerate or suspend Work, and response to Requests for Information and Submittals.

Q. “Field Directive” is a document, titled Field Directive, issued by the Project Representative, directing the Contractor to proceed promptly with specific work and shall not, in and of itself, constitute entitlement to an adjustment in Contract Time and/or Contract Price.

R. “Final Payment” means the County’s payment on the Contractor’s final Application for Payment, (See Part 7, Payment and Completion).

S. “Float” shall be defined as the period of time measured by the number of days each non-critical path activity may be delayed before it and its succeeding activities become part of the Critical Path in the Project Schedule. Contractor and the County may both utilize Float to offset delays to the Project Work

T. “Force Majeure” means an event that is unforeseeable at the time of Contract Execution and that is beyond the reasonable control of the Contractor and County and is limited to:

1. A natural disaster declared by the Governor of Washington or President of the United States, or declared an emergency by the Pierce County Executive including, but not limited to, earthquakes;

2. Acts or omissions of any government entity acting within its governmental capacity;

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3. Fire and/or flood for which the Contractor or its Subcontractors is not responsible;

4. Quarantine, epidemic, or pandemic; and

5. Strike or defensive lockout.

U. “Hand and Other Small Tools” means any tool, piece of communication equipment, or piece of equipment with a wholesale value of less than $500.

V. “Hazardous Material” means any pollutant, contaminant, toxic or hazardous waste, dangerous substance, potentially dangerous substance, noxious substance, toxic substance, flammable material, explosive material, radioactive material, urea formaldehyde foam insulation, asbestos, PCBs, or any other substances the removal of which is required, or the manufacture, preparation, production, generation, use, maintenance, treatment, storage, transfer, handling, or shipment of which is restricted, prohibited, regulated, or penalized by any and all federal, state, county, or municipal statutes or laws and regulations promulgated thereunder, now or at any time hereafter in effect, including, but not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U. S. C. §§ 9601, et seq.), the Hazardous Materials Transportation Act (49 U. S. C. §§ 1801, et seq.), the Resource Conservation and Recovery Act (42 U. S. C. §§ 6901, et seq.), the Federal Water Pollution Control Act (33 U. S. C. §§ 1251, et seq.), the Clean Air Act (42 U. S. C. §§ 7401, et seq.), the Toxic Substances Control Act, as amended (15 U. S. C. §§ 2601, et seq.), the Occupational Safety and Health Act (29 U. S. C. §§ 651, et seq., and the Model Toxics Control Act (RCW 70.105), or similar state or local statute or code), as the laws have been amended and supplemented.

W. “Pierce County” or “County” refers to the county of Pierce, a political subdivision and home rule charter county of the state of Washington.

X. “Notice” means a written document issued by one Party of the Contract to the other.

Y. “Notice To Proceed” is a written directive issued by the County authorizing the Contractor to perform some or all of the Work.

Z. “Overhead” means the Site or Field Office Overhead and Home Office Overhead costs that may be incurred or allocated in support of the Contract but are not part of the cost of directly performing the physical Contract construction activities.

1. “Site or Field Office Overhead” means those costs that directly support the physical completion of the Work, including but not limited to: salaries and direct payroll costs for superintendents, planners, schedulers, engineers, managers, clerical staff and all vehicles, travel, meal and lodging costs associated with those personnel; field office and utility expenses; expenses associated with all regulatory compliance; Hand and Other Small Tools provided by the Contractor for the use of its forces; all expendable supplies;

and all other such items.

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2. “Home Office Overhead” means that portion of Contractor business costs necessary to operate the business entity that are not specifically related to the Work but are properly allocable to this Contract. Such costs include, but are not limited to, those associated with office and office personnel salaries and related payroll taxes and benefits; costs of office occupancy and maintenance, all supporting services (such as utilities, office equipment, computers, software, and similar items) related to the home office function;

business taxes and licenses; leased or owned vehicles (including vehicle allowances);

and all such other costs necessary to operate the business entity.

3. Bonds, Insurance and Taxes. In addition to the above, whether treated as Site or Field Office Overhead or as Home Office Overhead, costs of any and all bonds, insurance(s), and taxes, other than retail sales tax, associated with this Contract are to be considered as Overhead. All items as those identified above are to be treated as Overhead for this purpose regardless of how the Contractor chooses to account for them in its books of account.

4. Unallowed Overhead Items. Under no circumstances shall the County pay the Contractor for direct or allocated costs or charges for officer bonus and profit sharing, project personnel bonuses, charitable contributions, income taxes, or any costs relating to illegal activity.

AA. “Party” or “Parties” refers to the Contractor and Pierce County.

BB. “Project” refers to all activity relative to this Contract including activity of the Contractor, its Subcontractors, and the County.

CC. “Project Representative” refers to the individual designated by the County and identified in the Agreement (Section 00 50 00).

DD. “Project Schedule” means a document, prepared pursuant to all Contract requirements for the Project Schedule, that indicates the time of performance of all activities necessary for completion of the Contract Work within the Contract Time. The Project Schedule and all required updates will be utilized to monitor progress of the Work.

EE. “Punch List” means a list of items to be completed or corrected by the Contractor after Substantial Completion and prior to Completion/Final Acceptance.

FF. “Request for Change Order” (or “RCO”) means a document, designated as a Request For A Change Order, prepared by the Contractor requesting either (1) a change in Contract Price;

(2) a change in Contract Time; (3) a change in Contract Work; (4) a payment of money or damages; and/or (5) any other relief arising out of, or relating to, this Contract.

GG. “Request for Change Proposal” (or “RCP”) means a document, designated as a Request For Change Proposal, prepared by Pierce County requesting Contractor’s price for the proposed change to the Work. A Request for Change Proposal is not Direction to proceed with the change to the Work.

HH. “Request for Information” (or “RFI”) is a request from the Contractor to the County seeking an interpretation or a clarification of some requirement of the Contract Documents.

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II. “Retainage” is a retained percentage of the Contract Price held by Pierce County or equivalent value in the form of a statutory retainage bond posted by the Contractor, which is released after contract and statutory conditions have been met.

JJ. “Satisfactory Completion" pertains to additional Work under a Change Order and is further defined in provision 6.04, Change Orders.

KK. “Schedule of Values” means a document that allocates portions of the total Contract Price, which includes all Overhead and profit, to each of the activities necessary to complete the Contract Work. The Schedule of Values is used as the basis for calculating Progress Payments.

LL. “Site” or “Project Site” refers to the location at which construction, equipment or services furnished by the Contractor under the Contract will be performed, completed and/or delivered.

MM. “Subcontractor” shall mean an individual or business entity having a contract with the Contractor, or with any Subcontractor of any tier for the performance of any part of the Work.

NN. “Submittals” Submittals include but are not limited to shop drawings, setting and erection drawings, schedule of values, schedules of materials, product data, samples, certificates and other information prepared for the Work by the Contractor, or a Subcontractor as required in the Technical Specifications (“Submittals”).

OO. “Substantial Completion” means that the date in the progress of the Work when:

1. The County has full and unrestricted use and benefit of the Contract Work for the purpose intended;

2. All the systems and parts of the Contract Work are functional;

3. Utilities are connected and operate normally;

4. Only minor incidental work or correction or repair remains to complete all Contract requirements; and,

5. The Contractor has provided all occupancy permits and easement releases.

6. If the Contract specifies, partial Substantial Completion may be granted for a specified phase of the Work or milestone.

PP. “Substitution Request” means the Contractor’s request to supply a product or process that is different from what is specified in the Contract.

QQ. “Supplier(s)” means an individual or business entity that provides materials or manufactured items that are necessary to or incorporated into the Project, but who performs no Work on the Site.

RR. “Work” or “Contract Work” is a general term that refers to all the construction and other activities required by the Contract Documents and includes all labor, materials, equipment, supplies, and all activities necessary to fulfill all of the Contractor’s obligations under the Contract.

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1.02 INTENT AND INTERPRETATION OF THE DOCUMENTS

A. The Contract Documents constitute the entire and integrated agreement between the Parties hereto and supersede all prior negotiations, representations, or agreements, either written or oral.

B. The Contract Documents shall not be construed to create a contractual relationship between any parties other than the County and the Contractor. No contract between the County and a third party shall be construed to create any duty on the part of the County or such third party to the Contractor. The Contractor is not an intended or incidental beneficiary of any promises made in the County’s contract with a third party, if any.

C. The Contract Documents are intended to be complementary. What is required by one part of the Contract shall be as binding as if required by all. Should any conflict or inconsistency be found in the Contract Documents, the County shall resolve any such conflict or inconsistency in accordance with provision -1.03, Order of Precedence.

D. Where the words “similar” or “typical” (or their equivalents) are used in the Contract, they shall mean nearly corresponding or having a likeness. Such words shall not be construed to mean that all parts of the Work referred to are identical or substantially identical, or that such elements of the Work are connected identically or substantially identically to the rest of the Work. The Contractor has the responsibility to determine all details of the Work in relation to their location and connection to other parts of the Work. Words importing the singular number may also be applied to the plural of persons and things; words importing the plural may be applied to the singular; and words importing the male gender are to be extended to females also.

E. The organization of the specifications into divisions, sections, and Parts and the organization of the drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade.

1.03 ORDER OF PRECEDENCE

A. Any conflict or inconsistency between the terms or conditions of the Contract Documents shall be resolved by the following descending order of precedence (with 1 taking precedence over 2, 2 over 3, and so forth):

1. Change Order(s)

2. The signed Agreement (Section 00 50 00)

3. The Supplemental Terms and Conditions, if included (Section 00 73 00)

4. The General Terms and Conditions (Section 00 72 00)

5. The General Provisions (Division 1)

6. The Technical Specifications (“Specifications”), Divisions 2 - 49

7. Detail drawings

8. Drawings

9. All other sections in Division 0 not specifically identified herein

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10. Affidavits, Certifications and bonds

B. In the event there exists a conflict, inconsistency, or ambiguity within the terms and conditions of one of the Contract Document categories set forth above, that is not resolved by application of provision - 1.03.A, the more stringent or costly requirement shall be deemed to have been intended and to have been included in the original Contract Price.

1.04 CLARIFICATION OF DRAWINGS AND DETAIL DRAWINGS

A. Where on any drawing a portion of the Work is drawn out and the remainder is indicated in outline, the drawn-out parts shall apply also to other similar portions of the Work. Where ornament or other detail is indicated in one instance only, such detail shall be continued throughout the courses or parts in which it occurs and shall apply to all other similar parts of the Work, unless otherwise indicated.

B. With regard to drawings the following shall apply:

1. Written dimensions shall be followed; drawings may not be to scale.

2. Figure dimensions on drawings shall govern over scale dimensions; and detail drawings shall govern over general drawings.

PART 2 - COUNTY

2.01 AUTHORITY

A. Unless the County, in writing, indicates otherwise, the authority to (1) commit to or bind the County to any Change Orders or change in Contract Work, Contract Price and/or Contract Time; or (2) sign the Contract or Change Orders rests solely in the Pierce County Executive or its designee.

B. The County shall identify the Project Representative in the Agreement, Section 00 50 00 of the Contract.

1. If the Project Representative has the authority to sign Change Orders and/or bind the County to changes in Contract Work, Contract Price, or Contract Time, upon request, the Project Representative shall provide the Contractor with a written notice of delegation of authority.

2. In the event the Project Representative is no longer assigned to the Contract, the County shall notify the Contractor in writing of the change providing the name of the new Project Representative and effective date of the change.

C. The Project Representative shall have the authority to administer the Contract.

Administration of the Contract by the Project Representative includes but is not limited to:

1. Receiving all correspondence and information from the Contractor;

2. Issuing Field Directives;

3. Issuing Requests for Change Proposal;

4. Responding to Requests For Information;

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5. Reviewing the Schedule of Values, Project Schedules, Submittals, testing and inspection reports, Substitution Requests, and other documentation submitted by the Contractor;

6. Negotiating Change Proposals and Change Orders;

7. Recommending Change Orders for approval by the Pierce County Executive or its designee;

8. Issuing decisions with respect to Requests for Change Orders and Claims;

9. Processing payment requests submitted by the Contractor, and recommending payment;

10. Monitoring the quality of the work, rejecting noncompliant work, and recommending acceptance of the work;

11. Transmitting executed Change Orders, amendments, and other Contract correspondence to the Contractor, and

12. Performing all other contract administrative functions.

D. The Project Representative may designate Technical Representative(s) to perform functions under the Contract, such as review and/or inspection and acceptance of supplies, services, including construction, and other functions of a technical or administrative nature.

1. The Project Representative will provide, upon request, a written Notice of its designation to the Contractor. The designation letter will set forth the authority of the Technical Representative(s) under the Contract.

2. The Project Representative may add to or modify in writing these designations from time to time.

2.02 INFORMATION SUPPLIED BY COUNTY

A. Unless otherwise specifically provided in the Contract, surveys and site information provided by the County are intended to describe the general physical characteristics of the Site. The County does not represent that this information is complete or sufficient for the Contractor’s performance of the Work.

B. All drawings, models, and specifications furnished by the County are solely for use on this Contract and are not to be used by the Contractor on any other work or project.

2.03 WORK BY COUNTY OR SEPARATE CONTRACTORS

A. The County reserves the right to perform work not included in the Contract or to let other contracts in connection with this Project.

PART 3 - CONTRACTOR

3.01 CONTRACTOR REPRESENTATIONS

A. The Contractor makes the following representations to the County:

B. Before submission of its bid, the Contractor has:

1. Carefully reviewed the Contract Documents, and visited and examined the Site;

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2. Become familiar with the general and local conditions in which the Work is to be performed, and satisfied itself as to the nature, location, character, quality and quantity of Contract Work;

3. Become familiar with, the labor, materials, equipment, goods, supplies, work, services and other items to be furnished and all other requirements of the Contract Documents;

4. Examined the Site surface and reasonably ascertainable subsurface conditions and other matters that may be encountered at the Site or affect performance of the Contract Work or the cost or difficulty thereof;

5. Become familiar with and satisfied itself as to the conditions involving transportation, disposal, handling, and storage of materials; and

6. Become familiar with and satisfied itself as to the availability of labor, water, electric power, and roads, and the uncertainties of traffic, weather, river stages, tides, or similar physical conditions at the site. Any failure of the Contractor to take the action described in this provision or elsewhere in the Contract Documents will not relieve the Contractor from its responsibility for properly estimating the difficulty and cost of the Work, or for successfully performing the Work without additional expense to the County.

C. The Contract Price is reasonable compensation for the Work and the Contract Time is adequate for the performance of the Work as represented by the Contract, site visit, and the general conditions (including but not limited to weather, site, soil) known or reasonably anticipated for the Site.

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

E. The Contractor is able to furnish plant, tools, material, supplies, equipment, and labor required to complete the Work and perform the obligations required by the Contract and has sufficient experience and competence to do so.

F. The Contractor shall perform at the Site, and with its own forces, work equivalent to at least twenty-five percent (25%) of the Contract Price, unless otherwise approved by the County’s Representative.

G. The Contractor shall make a good faith effort to cooperate with the County and with all other contractors assigned to perform work on or near the Project.

3.02 GENERAL DUTIES

A. The Contractor shall give sufficient supervision to the Work, using its best skill and attention.

The Contractor is hereby given notice that the County will be relying on the accuracy, competence and completeness of the Contractor’s work. The Contractor shall supervise and be solely responsible for the proper performance of the Work in accordance with the Contract, including the construction means, methods, techniques, sequences, procedures, and for coordination of all portions of the Work.

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B. Unless specified elsewhere in the Contract, the Contractor shall provide and pay for all labor, materials, equipment, tools, construction machinery, utilities, transportation, and other facilities and services (including federal and state tax, industrial insurance, social security liability and all other applicable taxes) necessary for the proper execution and completion of the Work. Each Statement of Intent to pay prevailing wages must be approved by the industrial statistician of the Department of Labor and Industries before it is submitted to the Project Representative.

C. The Contractor shall also provide sufficient staffing and supervision to process administrative functions, including but not limited to, Submittals, Requests for Information, Project Schedule updates, responses to Requests for Change Proposal, Change Orders, payment requests, close out documentation, and to perform all other requirements of the Contract and all Work.

D. The Contractor shall lay out its Work from baselines and benchmarks indicated in the Contract and shall be responsible for the accuracy of all field measurements used in the lay out.

E. If professional services requiring licenses in the State of Washington, such as engineering, architecture or other services are required per the technical specifications and/or drawings, it is the Contractor's duty to ensure that those professionals engaged on its behalf are licensed in the State of Washington.

3.03 DUTY TO INSPECT CONTRACT DOCUMENTS

A. The Contractor shall carefully study and compare all Contract Documents and check the conditions, dimensions, and instructions as stated therein.

B. The Contractor shall immediately notify in writing the County of any:

1. Error, inconsistency, or omission in the Contract Documents that Contractor discovers or that a contractor through the exercise of reasonable diligence should have discovered; or

2. Requirement in the Contract Documents that conflicts with any local, state, and federal laws, regulations and/or permits, licenses, and easement conditions that the Contractor discovers or that a contractor through the exercise of reasonable diligence should have discovered.

C. The Contractor should not proceed with the work in question until the Contractor receives written direction from the Project Representative.

D. If the Contractor proceeds with the work in question without written direction from the Project Representative, the Contractor shall be responsible for any costs or damages associated with:

1. Fines or penalties;

2. Demolition, tear out, removal, cleanup, remediation, or fixing the work in question; and

3. Delay, disruption, and loss of productivity.

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E. The Contractor’s failure to timely discover and immediately report, to the County, such reasonably ascertainable errors, inconsistencies, or omissions and conflicts in regulatory requirements, permits, license or easements shall preclude the Contractor’s recovery of costs and time resulting from the Contractor’s failure to timely discover and/or immediately notify the County of such errors, inconsistencies, or omissions.

3.04 COMMUNICATIONS

A. Communication with the Contractor shall be through the Contractor’s Representative.

B. The Contractor’s Representative shall submit all correspondence, questions, and/or documentation to the Project Representative.

3.05 CONTRACTOR’S SUPERVISION AND EMPLOYEES

A. Contractor has an obligation to provide qualified and competent people to administer the

Contract and perform the Work.

B. During performance of the Work the Contractor shall have supervisory personnel on the Site and available to administer, manage, and coordinate the Work. The County shall not be responsible for the acts or omissions of the supervisory personnel or their assistants.

C. The Contractor shall at all times enforce good order among all persons furnishing labor or materials on the Site and shall only employ workers skilled in the work assigned. If requested by the Project Representative, Contractor shall provide the Project Representative with copies of licenses, registrations, and certifications.

D. The County shall have the right to require the Contractor to remove personnel from the Site that do not have the appropriate qualifications and experience to meet or uphold the requirements of the Contract.

E. The Contractor and all parties subcontracting under the authority of this Contract shall comply fully with all applicable federal, state and local laws, ordinances, executive orders and regulations that prohibit discrimination. These laws include, but are not limited to, RCW Chapter 49.60, Titles VI and VII of the Civil Rights Act of 1964, the American with Disabilities Act, and the Restoration Act of 1987.

F. Failure by the County to require removal of any Contractor personnel shall not be deemed an admission that any such personnel are satisfactory, nor shall such failure relieve the Contractor from any contractual responsibility.

3.06 SUBCONTRACTORS AND SUPPLIERS

A. This Contract is between Pierce County and the Contractor.

1. The Contractor’s subcontracting shall create no contract between Pierce County and the Subcontractor and Suppliers. Subcontractors and Suppliers are not intended or incidental third-party beneficiaries to the Contract. The Subcontractors and Suppliers shall have no rights against Pierce County by reason of a subcontract with the Contractor.

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2. The Contractor will be responsible for performing all Work as required by the Contract.

The Contract has not been written with the intent of, and Pierce County shall not be a party to, defining the division of work between the Contractor and its Subcontractors and Suppliers.

3. The Contractor shall be responsible for all Work and material furnished, and no subcontract shall release the Contractor of its obligations or liability under this Contract and the Performance and Payment Bond.

B. Selection of Subcontractors and Suppliers

1. Subcontractors and Suppliers shall be properly licensed, registered or certified, as applicable, in accordance with provision 3.29, Subcontractor Responsibility and capable to perform the assigned work.

2. If requested by the County, the Contractor shall provide documentation that the proposed Subcontractors and Suppliers are experienced and equipped to do the Work.

3. The Contractor shall require each Subcontractor and Supplier to comply with all provisions of this Contract. At the request of Subcontractors or Suppliers, Contractor shall make available for copying all Contract Documents.

C. Responsibility for Work of Subcontractors and Suppliers

1. The Contractor shall be responsible for the acts and omissions of Subcontractors and Suppliers. The Contractor shall also be responsible for the suitability of any materials, components, equipment or supplies furnished by a Subcontractor and/or Supplier irrespective of whether such were designated or approved by the County.

3.07 PROJECT TEAM MEMBERS AND SUBCONTRACTORS

A. The Contractor acknowledges that the qualifications, experience, and skill of the project team members, including Contractor’s Project Manager, identified in this Contract as the Contractor’s Representative, and its Subcontractors, if identified in Section 00 41 00, were important factors in determining the responsibility of the Contractor and issuance of the Intent to Award, and continue to be important factors for successful and timely completion of the Project.

B. No reassignment or substitution of Project Team Members. Project team members and Subcontractors, if identified in Section 00 41 00, including the Contractor’s Representative shall be permanently assigned to the Project or the relevant subcontract scope of Contract Work; and the Contractor agrees that such project team members shall not be removed from the proposed scope of Work on the Project without written, prior approval from the County pursuant to the provisions below:

1. Provide the County with a written request, fifteen (15) Days in advance of the proposed removal and substitution of any project team members.

2. Written requests for removal and substitution of a project team member shall identify:

a. Name of the project team member(s);

b. An explanation for removal and substitution;

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c. Name of the person(s) proposed to replace the project team member(s); and

3. A written request to remove or substitute a Subcontractor shall:

a. Name the Subcontractor;

b. Provide an explanation of removal or substitution;

c. Name the subcontractor proposed to replace the Subcontractor; and

d. Provide the experience and qualifications of the Subcontractor. Such subcontractor must meet the applicable experience and qualifications specified in this contract.

4. If the Contractor removes and substitutes a Section 00 41 00 approved Subcontractor without prior written approval, the Contractor agrees to pay the County Liquidated Damages, if applicable, and not as a penalty, to compensate the County for inefficiencies associated with such substitution, including but not limited to administrative burdens and learning curve. Such Liquidated Damages shall be imposed until the Contractor has obtained written approval of the substitution from the County.

This Liquidated Damages provision does not apply to inefficiencies unrelated to the 00 41 00 Subcontractor substitution. Contractor agrees that the sum established as Liquidated Damages is fair and reasonable and that the payment represents a reasonable estimate of fair compensation for the inefficiencies that may be reasonably anticipated from the removal and substitution of Subcontractor identified in Section 00 41 00.

3.08 CONTRACTOR’S DUTY TO COORDINATE WITH OTHER WORK ON THE SITE

A. The Contractor shall coordinate its Work with the County and other County contractors and, at the County’s request, participate in meetings for the purpose of coordinating the Contractor’s construction schedule with those of other contractors at no additional cost to the County. To the extent a direct conflict exists with regard to access to the Site, if the contractors cannot work out a resolution that has no impact on Contract Price, Contract Time, and any milestones in the Contract Documents, the Project Representative shall issue written Direction to resolve the conflict.

B. The Contractor shall not cut, excavate, alter, impair, or otherwise engage in work activity that inhibits the work of any other contractors without the prior written consent of the County.

C. If any part of the Contractor’s Work depends, for proper execution or results, upon the prior work of the County or any other contractor, the Contractor shall, before performing the affected Work, inspect the field conditions and shall immediately, and before the conditions are disturbed, give written Notice to the County of any apparent discrepancies or defects in the prior work that renders it unsuitable for the reception of Contractor’s Work. Contractor’s failure to so inspect and to give such immediate Notice shall constitute acceptance of the prior work as fit for reception of its Work, except as to defects not then reasonably discovered.

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3.09 MATERIALS AND EQUIPMENT FURNISHED BY COUNTY

A. Unless otherwise specifically provided in the Contract Documents, for materials and equipment furnished by the County, the Project Representative will identify the location at which the Contractor will be responsible for taking possession. The Contractor shall promptly unload, transport, store and/or protect such material and equipment from damage.

1. Upon the County’s notice it has furnished the material or equipment, the Contractor shall, within seven (7) Days, inspect such County-furnished material and equipment at the designated location and provide immediate written Notice of rejection of said material and equipment if it is defective or does not meet the requirements of the Contract.

2. The Contractor shall identify the causes for its rejection, including but not limited to the specific defect or nonconformance with the Contract. Failure to provide such written rejection shall result in a presumption that the Contractor accepts the County-furnished material and equipment, except as to defects not then reasonably discoverable.

3. After receipt by the Contractor at the designated location all risk of loss and damage to such materials and equipment shall be borne by the Contractor.

B. If the Contract requires that the Contractor install materials or equipment provided by the County, in the absence of a reasonably apparent defect, such materials and equipment shall be considered compliant with the Contract Documents.

1. If the Contractor discovers defects, not reasonably apparent in the County-furnished material or equipment, the Contractor shall immediately notify the County in writing.

2. After such discovery, the Contractor shall not proceed with Work involving such County materials and equipment unless otherwise authorized in writing by the County.

3. Contractor’s failure to provide immediate written Notice of any defects in material or equipment shall constitute acceptance of such materials and equipment as fit for incorporation into the Work.

4. Contractor shall be responsible for any damages or delays resulting from Contractor’s failure to provide timely written Notice or Contractor’s improper incorporation of such defective materials or equipment into the Work.

3.10 SCHEDULE OF WORKING HOURS

A. Unless otherwise specified in the Contract, the Contractor shall submit a schedule of working hours, including overtime and shift work, to the County for acceptance. This schedule shall comply with RCW 49.28 and all other Contract requirements.

B. The schedule of working hours accepted by the County shall be the only schedule used by the Contractor during performance of Work in the Contract.

C. The Contractor shall provide 48 hours advance written Notice of any intent to work outside of regular working hours as defined in the Contract Documents. Any Work performed outside regular working hours shall be performed without additional expense to the County, except as otherwise provided in the Contract Documents.

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3.11 RECORD DOCUMENTS

A. The Contractor shall keep a copy of the Contract Documents on the Site at all times.

B. The Contractor shall keep at the Site an accurate, readable, and orderly set of drawings and specifications, updated as the job progresses to show all approved changes, substitutions, options, alternates, and all actual deviations from the original Contract Documents. This set of drawings and specifications shall be the Record Documents.

1. The Record Documents shall be maintained in hard copy and at the County’s option, in electronic format meeting the County’s requirements as specified in the Contract technical specifications.

2. In addition to all approved changes, options, alternates, and all actual deviations from the original Contract Documents, the Record Documents shall be marked as follows:

a. Record all materials used where options, alternates and/or Change Orders were indicated, specified and/or authorized;

b. Record accurate measurements referenced to two permanent structures to show the exact location and changes in direction of all underground services and utilities, as well as their approximate depth below finished grade;

c. Update the Record Documents with information about each item of capital equipment or other fixed asset installed, including type of equipment, make, model, serial number, and acquisition cost;

d. Update the Record Documents identifying each item of capital equipment or other fixed asset removed from the Project, including type of equipment or fixed asset, make, model, serial number and description of location from which it was removed;

and

e. Record all other requirements as specified in the Technical Specifications.

C. The Record Documents shall be kept up-to-date and be available for review by the County at all times, including but not limited to at each job progress meeting. Failure to have the Record Documents set up to date shall be sufficient reason for the County to withhold payment in accordance with provision 7.03, Payment Withheld, until all such information is recorded.

D. Record Documents may be used to assist the County to verify the appropriate progress payment.

3.12 COST RECORDS

A. The Contractor, Subcontractors, and Suppliers shall maintain Project cost records by cost codes and shall contemporaneously segregate such costs into the activities shown on the Contract Schedule of Values, and record all costs directly associated with each Work activity at the time incurred. The Contractor, Subcontractors, and Suppliers shall maintain a monthly summary of all costs and shall make all underlying cost records and monthly summaries of costs available for review, inspection, and copying by the County upon request.

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B. Any work performed for which the Contractor intends to seek an adjustment in Contract Price or Contract Time or damages, directly or indirectly resulting from any event, occurrence, condition or Direction, shall be recorded on the same day the work is performed and kept separate so as to distinguish it from Contract Work. The Contractor, and any Subcontractors or Suppliers, whose costs the Contractor intends to request, shall:

1. Record all costs claimed to result from any such event, occurrence, condition, or Direction including, but not limited to, delay and impact costs, acceleration costs, loss of productivity or efficiency, and increased or extended Overhead at the time incurred;

2. Record all such costs at the time incurred in a manner that:

a. Segregates such costs into Work activities;

b. Separates such costs from the costs of Contract Work; and

c. Fairly and reasonably allocates such costs to the event, occurrence, condition, or Direction.

C. In addition to the requirements set forth in Part 5, Changes to the Contract, and Part 6, Time and Price Adjustments, the Contractor shall be entitled to extra compensation for an event, occurrence, condition or Direction and/or the recovery of damages only to the extent that the Project cost records are kept in full compliance with all Contract requirements, including the requirement to segregate costs at the time incurred in accordance with this provision 3.12, Cost Records, and if and to the extent the cost allocations support entitlement to such compensation.

3.13 MAINTENANCE AND INSPECTION OF DOCUMENTS

A. All Contractor, Subcontractor, and Supplier documents relating to the Contract shall be open to inspection, audit, and/or copying by the County or its designee:

1. During the Contract Time; and

2. For a period of not less than six (6) years after the date of Final Acceptance of the Contract (“Preservation Period”); or if any Claim, audit or litigation arising out of, in connection with, or related to this Contract is initiated, all documents shall be retained until such Claim, audit or litigation involving the documents is resolved or completed, whichever occurs later.

B. The Contractor shall also guarantee that all Subcontractor and Supplier documents shall be retained and open to similar inspection, audit and/or copying during the Contract Time and also the Preservation Period. The Contractor, Subcontractor, and Supplier shall use its best efforts to cooperate with the inspection, auditing, and/or copying.

C. Inspection, audit, and/or copying of all documents described herein, may be performed by the County or its designee at any time with not less than seven (7) Days’ Notice. Provided however, if an audit or inspection is to be commenced more than thirty (30) Days after the Final Acceptance date of the Contract, the Contractor will be given ten (10) Days’ Notice of the time when the audit or inspection is to begin.

D. The Contractor, Subcontractors, and Suppliers shall provide adequate facilities, acceptable to the County, for inspection, auditing, and/or copying during normal business hours.

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E. If the Contractor is formally dissolved, assigns or otherwise divests itself of its legal capacity under this Contract, then it shall immediately notify the County and preserve such documents, at its expense, as directed by the County.

F. The Contractor, Subcontractor, and Supplier shall be subject to audit at any time with respect to this Contract. Failure to maintain and retain sufficient records in full compliance with all Contract requirements and to allow the County to verify all costs or damages or failure to permit the County access to the books and records shall constitute a waiver of the rights of the Contractor to Claim or be compensated for any damages, additional time or money under this Contract.

G. At a minimum, the following documents, including the machine-readable electronic versions, shall be available for inspection, audits, and/or copying:

1. Daily time sheets and all daily reports, supervisor’s reports, and inspection reports;

2. Collective bargaining agreements;

3. Insurance, welfare, and benefits records;

4. Payroll registers;

5. Earnings records;

6. All tax forms, including payroll taxes;

7. Material invoices and requisitions;

8. Material cost distribution worksheet;

9. Equipment records (list of Contractor’s, Subcontractors’, and Suppliers’ equipment, rates, etc.);

10. Contracts, purchase orders, and agreements between the Contractor and each Subcontractor and Supplier;

11. Subcontractors’ and Suppliers’ payment certificates;

12. Correspondence, including email, among Contractor, Subcontractors, Suppliers and their consultants;

13. All meeting notes by and between Contractor, Subcontractors, Suppliers and/or any third parties related to the Project;

14. Canceled checks (payroll and vendors);

15. Job cost reports, including monthly totals;

16. Job payroll ledger;

17. Certified payrolls;

18. General ledger;

19. Cash disbursements journal;

20. Escrow bid documents, take off sheets, and calculations used to prepare the bid and/or quotes;

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21. All cost and schedule records related to a request for an adjustment in Contract Price, Contract Time or damages, including but not limited to, take off sheets, calculations, quotes, other financial data to support Change Proposals, Requests for Change Order and Claims;

22. Financial statements for all years during the Contract Time. In addition, the County may require, if it deems appropriate, additional financial statements for three (3) years preceding execution of the Contract and six (6) years following Final Acceptance of the Contract;

23. Depreciation records on all Contractor’s, Subcontractor’s, and Supplier’s equipment, whether these records are maintained by the Contractor, Subcontractors, and Suppliers involved, its accountant, or others;

24. All source documents, if a source other than depreciation records is used to develop costs for the Contractor’s internal purposes in establishing the actual cost of owning and operating equipment;

25. All documents which relate to each and every Claim together with all documents which support the amount of damages as to each Claim;

26. Worksheets 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, Suppliers, all documents which establish time periods, individuals involved, the hours for the individuals, and the rates for the individuals;

27. Worksheets, software, and all other documents used (a) by the Contractor to prepare its bid and schedule(s) and/or (b) to prepare quotes and bids to the Contractor;

28. All schedule documents, including electronic versions, planned resource codes, or schedules and summaries, including but not limited to those that support with specificity any Contractor request for a change in the Contract Time in any Request for Change Order;

29. All Submittals; and,

30. All other documents, including email, related to the Project, Claims, or Change Orders.

H. After Contract Execution the Contractor shall mark any document, it considers proprietary or confidential accordingly. Such document will be treated as such by Pierce County; however, the County cannot ensure that this document will not be subject to release pursuant to a public records request. In the event the County receives a request for such document, the County will advise the Contractor and will not release the requested document for a period of not less than ten (10) Days in order to give the Contractor an opportunity to obtain a court order prohibiting the release of the document in response to the public records request.

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3.14 MAINTENANCE AND SITE CLEANUP

A. The Contractor shall at all times keep the Site, access points, and public rights-of-way free from accumulation of dirt, mud, waste materials or rubbish caused by the Contractor or Subcontractors. At the completion of the Contract Work, the Contractor shall remove and lawfully dispose of all its dirt, mud, waste materials, rubbish, tools, scaffolding and surplus or partly used materials from the Site and shall leave the Site broom clean unless some stricter standard is specified in…