6-J26 JOC Manual Final.pdf

Job Order Contracting Manual

General Conditions – January 2026

For Washington State Facility Construction

Effective: January 22, 2026

Approved by:

Kimberly Sockle, Assistant Director

Facility Professional Services

Dierk Meierbachtol, Assistant Attorney General

Washington State Office of the Attorney General

Facility Professional Services

PO Box 41476

Olympia, Washington 98504-1476

Part 1 GENERAL PROVISIONS

1.01 Definitions

1.02 Order of Precedence

1.03 Execution and Intent

Part 2 INSURANCE AND BONDS

2.01 Contractor’s Liability Insurance

2.02 Coverage Limits

2.03 Insurance Coverage Certificates

2.04 Payment and Performance Bonds

2.05 Alternative Surety

2.06 Builder’s Risk

Part 3 TIME AND SCHEDULE

3.01 Progress and Completion

3.02 Construction Schedule

3.03 Owner’s Right to Suspend the Work for Convenience

3.04 Delay

3.05 Notice to Owner of Labor Disputes

3.06 Damages for Failure to Achieve Timely Completion

Part 4 SPECIFICATIONS, DRAWINGS, AND OTHER DOCUMENTS

4.01 Design Requirements and Design Documentation

4.02 Discrepancies and Contract Document Review

4.03 Project Record

4.04 Shop Drawings

4.05 Organization of Specifications

4.06 Ownership and Use of Drawings, Specifications & other Documents

Part 5 PERFORMANCE

5.01 Contractor Control and Supervision

5.02 Permits, Fees and Notices

5.03 Patents and Royalties

5.04 Prevailing Wages

5.05 Hours of Labor

5.06 Nondiscrimination

5.07 Safety Precautions

5.08 Operations, Material Handling, and Storage Areas

5.09 Prior Notice of Excavation

5.10 Unforeseen Physical Conditions

5.11 Protection of Existing Structures, Equipment, Vegetation, Utilities, & Improvements

5.12 Layout of Work

5.13 Materials and Equipment

5.14 Availability and Use of Utility Services

5.15 Tests and Inspections

5.16 Correction of Nonconforming Work

5.17 Clean Up

5.18 Access to Work

5.19 Other Contracts

5.20 Subcontractors and Suppliers

5.21 Warranty of Construction

5.22 Indemnification

Part 6 PAYMENTS AND COMPLETION

6.01 Contract Sum

6.02 Schedule of Values

6.03 Application for Payment

6.04 Progress Payments

6.05 Payment Withheld

6.06 Retainage and Bond Claim Rights

6.07 Substantial Completion

6.08 Prior Occupancy

6.09 Final Completion, Acceptance, and Payment

Part 7 CHANGES

7.01 Change in the Work

7.02 Change in the Contract Sum

7.03 Change in the Contract Time

Part 8 CLAIMS AND DISPUTES RESOLUTION

8.01 Claims Procedure

8.02 Arbitration

8.03 Claims Audits

Part 9 TERMINATION OF WORK

9.01 Termination by Owner for Cause

9.02 Termination by Owner for Convenience

Part 10 MISCELLANEOUS PROVISIONS

10.01 Governing Law

10.02 Successors and Assigns

10.03 Meaning of Words

10.04 Right and Remedies

10.05 Contractor Registration

10.06 Time Computations

10.07 Records Retention

10.08 Third-Party Agreements

10.09 Antitrust Assignments

10.10 Headings and Captions

10.11 Preparation and Authorization of a Work Order

10.12 Diverse Business Participation

10.13 Apprenticeship Participation

10.14 Special Conditions

10.15 JOC Fee

10.16 Contractor Staffing

10.17 JOC Quality Control

10.18 Washington State Sales Tax

10.19 Submittal of Requested Information

Part 1 GENERAL PROVISIONS

1.01 Definitions

A. "Application for Payment" means a written request submitted by Contractor to the Owner, or if the Owner has retained an A/E for a Work Order, to the A/E for payment of Work completed in accordance with the Contract Documents and approved Work Order.

B. "Architect," "Engineer," or "A/E" means a person or entity lawfully entitled to practice architecture or engineering, representing Owner within the limits of its delegated authority.

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

D. "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.

E. “Coefficient” is the Contractor’s competitively bid price adjustment to the unit prices as published in the Unit Price Book. The contents and variations allowed in the “Coefficient” are further defined in the Request for Proposal (RFP). The “Standard Coefficient” is for

Work that is conducted during normal working hours (5:30AM to 6:00PM), Monday through

Friday); the “Non-standard Coefficient” is for Work that occurs during other than normal working hours (6:01PM to 5:29AM), Monday through Friday, and weekends and holidays).

Coefficients may also vary according to the location of the Work in a Zone specified in the

RFP.

F. “Contract” is the “Job Order Contract” as defined below in which the Contractor agrees to a fixed period, indefinite quantity delivery order contract that provides for the use of negotiated definitive Work Orders.

G. “Contract Award Amount” is the “Minimum Committed Amount” of Work Orders stated in the RFP.

H. "Contract Documents" means the Advertisement for Bids, Instructions for Bidders, completed Form of Proposal, General Conditions, Modifications to the General Conditions, Supplemental Conditions, Public Works Job Order Contract, and other Special Forms.

I. “Contract Manual” means the volume assembled for the Request for Proposal (RFP) for the

Job Order Contract that may include the bidding requirements, sample forms, and other

Contract Documents.

J. "Contract Sum" is the total amount payable by Owner to Contractor for performance of the

Work in accordance with the Contract Documents, including the Contract Award Amount and any amount for Work Orders that is above the Contract Award Amount.

K. "Contract Time" is the number of calendar days allotted in the Contract Documents for achieving Substantial Completion of the Work.

L. "Contractor" (also “Job Order Contractor”) means the person or entity awarded the Job

Order Contract who has agreed with Owner to perform Work in accordance with specific

Work Orders, associated Project Documents, and the Contract Documents.

M. "Drawings" are the graphic and pictorial portions of the Project Documents showing the design, location, and dimensions of the Work, and may include plans, elevations, sections, details, schedules, and diagrams.

N. "Final Acceptance" means the written acceptance associated with a Work Order issued to

Contractor by Owner after Contractor has completed the requirements of the Project

Documents.

O. "Final Completion" means that the Work is fully and finally completed in accordance with the Project Documents.

P. "Force Majeure" means those acts entitling Contractor to request an equitable adjustment in the Contract Time, as more fully set forth in section 3.04.A.

Q. “Job Order Contract” (JOC) is a contract between the Owner and a licensed contractor in which the contractor agrees to a fixed period, indefinite quantity delivery order contract which provides for the use of negotiated definitive Work Orders for public works as defined in RCW 39.04.010. The Contract and individual Work Orders are further defined and/or limited in location, work content, term, and amounts by the RFP, and other requirements included in the Contract Documents.

R. “Minimum Committed Amount” is the minimum dollar amount of total Work Orders stated in the RFP that the Owner commits to expending.

S. "Notice" means a written notice which has been delivered in person to the individual or a member of the firm or entity or to an officer of the corporation for which it was intended or, if delivered or sent by registered or certified mail, to the last business address known to the party giving notice.

T. "Notice to Proceed" means a notice from Owner to Contractor that defines the date on which the Contract Time or individual Work Order begins to run.

U. “Open Contract Sum” means the total sum of all open Work Orders. This term is used to set the parameters for bonding level and insurance requirements.

V. "Owner" means the state agency, institution, or its authorized representative with the authority to enter into, administer, and/or terminate the Work in accordance with the

Contract Documents and make related determinations and findings.

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

X. "Prior Occupancy" means Owner's use of all or parts of the Project before Substantial

Completion.

Y. "Progress Schedule" means a schedule of the Work, in a form satisfactory to Owner, as further set forth in section 3.02.

Z. "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.

AA. “Project Documents” means the documents associated with a specific Work Order and includes the scope of work, dollar amounts, schedule, Drawings and Specifications, and all addenda and modifications thereof.

BB. "Project Manual" see Contract Manual.

CC. "Project Record" means the separate set of Work Order Drawings and Specifications as further set forth in sections 4.03 and 4.04.

DD. "Schedule of Values" means a written breakdown allocating the total Work Order Sum to each principle category of Work, in such detail as requested by Owner. The Work Order and its attachments satisfy the requirement for a Schedule of Values.

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

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

GG. "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.

HH. "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 section 6.07.

II. “Unit Price Book” is the book specified in the RFP containing specific prices to be used in establishing a price for a Work Order.

JJ. "Work" means the construction and services required by the Project Documents associated with a specific Work Order, 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 Project Documents.

KK. “Work Order” is the negotiated and agreed definition of the work to be performed, considering the Work Order Request and Work Order Proposal. The contents of the Work

Order are further defined in Section 10.11 of these General Conditions.

LL. “Work Order Request” is an order issued by an Owner to the Contractor for a definite scope of work to be performed pursuant to a Job Order Contract. Section 10.11 of these General

Conditions describes what is to be included in the definite scope of work.

MM. “Work Order Project Cost” is defined as the product of the appropriate JOC coefficient multiplied by the Contractor’s estimate (the total RS-Means unit price and non-priced items included in the project scope) for the work, plus the Washington State Sales Tax. The agreed Work Order Cost must be within the Owner’s budget.

NN. “Work Order Proposal” is a proposal from the Contractor for the work requested in a Work

Order Request. The contents of the Proposal are further defined in Section 10.11 of these

General Conditions.

OO. "Small business" as defined in RCW 39.04.10, means a business meeting certification criteria for size, ownership, control, and personal net worth adopted by the office of minority and women's business enterprises in accordance with RCW 39.19.030.

PP. “Veteran-Owned Businesses” as defined in RCW 43.60A.010(7); or a business that is certified by the Washington State of Veterans Affairs to be at least fifty-one percent owned and controlled by:

a. A veteran as defined in RCW 41.04.007; or

b. An active or reserve member in any branch of the armed forces of the United

States, including the national guard, coast guard, and armed forces reserves.

1.02 Order of Precedence

Any conflict or inconsistency in the Contract Documents shall be resolved by giving the documents precedence in the following order.

1. Signed Public Works Contract, including any Work Orders, Change Orders, and any

Special Forms.

2. Supplemental Conditions for State Facility Construction Using Job Order

Contracting.

3. Special Conditions for Job Order Contracts.

4. General Conditions.

5. Specifications--provisions in Division 1 shall take precedence over provisions of any other Division.

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

7. Signed and Completed Form of Proposal.

8. Instructions to Bidders.

9. RFP

10. Advertisement for Bids

1.03 Execution and Intent

Contractor makes the following representations to Owner:

1. The Contract Award Amount less the actual total amount payable by Owner to

Contractor for work performed is reasonable compensation if the Owner fails to issue the Minimum Committed Amount of Work Orders stated in the RFP.

2. Contractor has carefully reviewed the Contract Documents and satisfied itself as to the typical or probable nature, locations, character, quality and quantity of the potential Work, the labor, materials, equipment, goods, supplies, work, services and other items to be furnished and all other requirements of the Contract

3. 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 required by the Contract Documents; and

4. 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 have sufficient experience and competence to do so.

5. The Unit Price Book prices, multiplied by the appropriate Contractor-proposed

Coefficients and City Cost Index, when used as the basis for a Work Orders and

Change Orders as described in this document, are reasonable and complete compensation for the Work.

Part 2 INSURANCE AND BONDS

2.01 Contractor’s Liability Insurance

General insurance requirements: Prior to commencement of the Work, Contractor shall obtain all the insurance required by the Contract Documents and provide evidence satisfactory to Owner that such insurance has been procured. Review of the Contractor’s insurance by Owner shall not relieve or decrease the liability of Contractor. Companies writing the insurance to be obtained by this part shall be licensed to do business under Chapter 48 RCW or comply with the Surplus Lines Law of the

State of Washington. Contractor shall include in its bid the cost of all insurance and bond costs required to complete the base bid work and accepted alternates. Insurance carriers providing insurance in accordance with the Contract Documents shall be acceptable to Owner, and its A.M.

Best rating shall be indicated on the insurance certificates.

B. Term of insurance coverage: Contractor shall maintain the following insurance coverage during the Work and for one year after Final Acceptance. Contractor shall also maintain the following insurance coverage during the performance of any corrective Work required by

Section 5.16.

1. General Liability Insurance: Commercial General Liability (CGL) on an Occurrence

Form. Coverage shall include, but not be limited to:

a. Completed operations/products liability;

b. Explosion, collapse, and underground; and

c. Employer’s liability coverage.

2. Automobile Liability Insurance: Automobile liability

C. Industrial Insurance compliance: Contractor shall comply with the Washington State

Industrial Insurance Act and, if applicable, the Federal Longshoremen’s and Harbor Workers’

Act and the Jones Act.

D. Insurance to protect for the following: All insurance coverages shall protect against claims for damages for personal and bodily injury or death, as well as claims for property damage, which may arise from operations in connection with the Work whether such operations are by Contractor or any Subcontractor.

E. Owner as Additional Insured: All insurance coverages shall be endorsed to include Owner as an additional named insured for Work performed in accordance with the Contract

Documents, and all insurance certificates shall evidence the Owner as an additional insured.

2.02 Coverage Limits

A. Insurance Coverage Certificates: The Contractor shall furnish acceptable proof of insurance coverage on the State of Washington Certificate of Insurance form SF500A, dated 07/02/92 or the ACCORD form.

B. Required Coverage

1. For a contract less than $100,000.00, the coverage required is:

a. Public Liability Insurance – The Contractor shall at all times during the term of this contract, at its cost and expense, carry and maintain general public liability insurance, including contractual liability, against claims for bodily injury, personal injury, death or property damage occurring or arising out of services provided under this contract. This insurance shall cover claims caused by any act, omission, or negligence of the Contractor or its officers, agents, representatives, assigns or servants. The limits of liability insurance, which may be increased as deemed necessary by the contracting parties, shall be:

Each Occurrence $1,000,000.00

General Aggregate Limits $1,000,000.00

(other than products – commercial operations)

Products – Commercial Operations Limit $1,000,000.00

Personal and Advertising Injury Limit $1,000,000.00

Fire Damage Limit (any one fire) $50,000.00

Medical Expense Limit (any one person) $5,000.00

b. If the contract is for underground utility work, then the Contractor shall provide proof of insurance for that above in the form of Explosion, Collapse and

Underground (XCU) coverage.

c. Employers Liability on an occurrence basis in an amount not less than

$1,000,000.00 per occurrence.

2. For contracts over $100,000.00 but less than $5,000,000.00 the contractor shall obtain the coverage limits as listed for contracts below $100,000.00 and General

Aggregate and Products – Commercial Operations Limit of not less than

$2,000,000.00.

3. Coverage for Comprehensive General Bodily Injury Liability Insurance for a contract over $5,000,000.00 is:

Each Occurrence $2,500,000.00

General Aggregate Limits $5,000,000.00

(other than products – commercial operations)

Products – Commercial Operations limit $5,000,000.00

Personal and Advertising Injury Limit $2,500,000.00

Fire Damage Limit (any one fire) $50,000.00

Medical Expense Limit (any one Person) $5,000.00

4. For all Contracts – Automobile Liability: In the event that services delivered pursuant to this contract involve the use of vehicles or the transportation of clients, automobile liability insurance shall be required. If Contractor-owned personal vehicles are used, a Business Automobile Policy covering at a minimum Code 2

“owned autos only” must be secured. If Contractor employee’s vehicles are used, the Contractor must also include under the Business Automobile Policy Code 9, coverage for non-owned autos. The minimum limits for automobile liability is

$1,000,000.00 per occurrence, using a combined single limit for bodily injury and property damage.

5. For Contracts for Hazardous Substance Removal (Asbestos Abatement, PCB

Abatement, etc.):

a. In addition to providing insurance coverage for the project as outlined above, the

Contractor shall provide Pollution Liability insurance for the hazardous substance removal as follows:

EACH OCCURRENCE AGGREGATE

$500,000.00 $1,000,000.00 or $1,000,000.00 each occurrence/aggregate bodily injury and property damage combined single limit.

i. Insurance certificate must state that the insurer is covering hazardous substance removal.

ii. Should this insurance be secured on a “claims made” basis, the coverage must be continuously maintained for one year following the project’s “final completion” through official completion of the project, plus one year following.

b. For Contracts where hazardous substance removal is a subcomponent of contracted work, the general contractor shall provide to the Owner a certificate of insurance for coverage as defined in 5a. above. The state of Washington must be listed as an additional insured. This certificate of insurance must be provided to the Owner prior to commencing work.

c. For Contracts where Diving is a subcomponent of contracted work, the Contractor shall provide to the Owner a certificate of Diving insurance for coverage as defined below. The state of Washington must be listed as an additional insured. This certificate of insurance must be provided to the Owner prior to commencing work.

$1,000,000.00 $2,000,000.00

d. For Contracts where flying drones are a subcomponent of contracted work, the

Contractor shall provide to the Owner a certificate of drone insurance for coverage as defined below. The state of Washington must be listed as an additional insured.

This certificate of insurance must be provided to the Owner prior to commencing work.

$1,000,000.00 $2,000,000.00

2.03 Insurance Coverage Certificates

A. Certificate required: Prior to commencement of the Work, Contractor shall furnish to

Owner a completed certificate of insurance coverage.

B. List Project info: All insurance certificates shall name Owner’s Job Order Contract number and Job Order Contract Title. Section 2.02.5.a riders, when applicable, the specific project number, and project title should be referenced.

C. Cancellation provisions: All insurance certificates shall specifically require 45 Days prior notice to Owner of cancellation or any material change, except 30 Days for surplus line insurance.

2.04 Payment and Performance Bonds

A. Payment and performance bonds for all open Work Orders, Change Orders, and state sales tax shall be furnished for the Work, and shall be in a form acceptable to the Owner.

B. AIA Payment Bond and Performance Bond forms A312 are required by the Owner for the work of this Contract. These forms must be obtained from the Contractor’s bonding company. The Payment Bond shall cover payment to laborers and mechanics, including payments to Employee Benefit Funds, and payments to Subcontractors, material suppliers, and persons who shall supply such person or persons, or Subcontractors, with materials and supplies.

2.05 Alternative Surety

A. When alternative surety required: Contractor shall promptly furnish payment and performance bonds from an alternative surety as required to protect Owner and persons supplying labor or materials required by the Contract Documents if:

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

C. Any surety fails to furnish reports on its financial condition if required by Owner.

2.06 Builder’s Risk

A. Contractor shall purchase and maintain property insurance in the amount of Four Million

Dollars ($ 4,000,000) including all Work Orders and Change Orders for the Work on a replacement cost basis until Substantial Completion. The insurance shall cover the interest of Owner, Contractor, and any Subcontractors, as their interests may appear. For projects not involving New Building Construction, “Installation Floater” is an acceptable substitute for the Builder’s Risk Insurance.

B. Contractor property insurance shall be placed on an "all risk" basis and insure against the perils of fire and extended coverage and physical loss or damage including theft, vandalism, malicious mischief, collapse, false work, temporary buildings, and debris removal including demolition occasioned by enforcement of any applicable legal requirements and shall cover reasonable compensation for A/E's services and expenses required as a result of an insured loss.

C. Owner and Contractor waive all subrogation rights against each other, any Subcontractors, A/E, A/E's sub-consultants, separate contractors described in section 5.20, if any, and any of their subcontractors, for damages caused by fire or other perils to the extent covered by property insurance obtained pursuant to this section or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by Owner as fiduciary. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged.

Part 3 TIME AND SCHEDULE

3.01 Progress and Completion

Contractor to meet schedule: Contractor shall diligently prosecute the Work, with adequate forces, achieve Substantial Completion within the Contract Time, and achieve Final Completion within a reasonable period thereafter.

3.02 Construction Schedule

A. Contractor shall submit with each Work Order Proposal a Progress Schedule for the Work.

The Schedule shall indicate proposed Work Order start date, on-site date, constraining dates indicated by Owner on Work Order Request, constraining dates in the Contractor’s work that might affect Owner, such as utility shutdowns and access or use limitations of the site, key dates of interest such as start or completion of Subcontractor’s efforts, and Substantial and Final Completion dates. Any mutually agreed adjustments to this Schedule will be incorporated by Work Order authorized start date.

B. The Progress Schedule shall be submitted in a form acceptable to the Owner and be capable of being transmitted electronically.

C. Contractor shall utilize and comply with the Progress Schedule. On a monthly basis, or as otherwise agreed by Owner and Contractor, 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 section 3.04, Contractor shall take such steps as are necessary to bring the actual completion dates of its work activities into conformance with the Progress Schedule, or revise the Progress Schedule to reconcile with the actual progress of the Work.

D. Contractor shall promptly notify Owner in writing of any actual or anticipated event which is delaying or could delay achievement of any milestone on the Progress Schedule. Contractor shall indicate the expected duration of the delay 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.

3.03 Owner’s Right to Suspend the Work for Convenience

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

B. Upon receipt of a written notice suspending the Work Order 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 Order Work; or

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

C. If a written notice suspending the Work Order Work is cancelled 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 Work Order Contract Time, or

Work Order Contract Time, Sum, or both, for increases in the time or cost of performance directly attributable to such suspension, provided Contractor complies with all requirements set forth in Part 7. Owner’s Right to Stop the Work for Cause

A. Owner may stop Work for Contractor’s failure to perform: If Contractor fails or refuses to perform 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.

B. No Equitable Adjustment for Contractor’s failure to perform: 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.

3.04 Delay

A. Force Majeure actions not a default: Force Majeure defined: 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 (“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;

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

4. Quarantine or epidemic;

5. Strike or defensive lockout;

6. Unusually severe weather conditions which could not have been reasonably anticipated; and

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

B. Contract Time adjustment for Force Majeure: 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 according to Section 7.03. Contractor shall not be entitled to an adjustment in the Contract Sum resulting from an act of Force Majeure.

C. Contract Time or Contract Sum adjustment if Owner at fault: Contractor shall be entitled to an equitable adjustment in Contract Time. and may be entitled to an equitable adjustment in Contract Sum, if the cost or time of Contractor’s performance is changed due to the fault or negligence of Owner, provided the Contractor makes a request according to Sections 7.02 and 7.03.

D. No Contract Time or Contract Sum adjustment if Contractor at fault: Contractor shall not be entitled to an adjustment in Contract Time or in the Contract Sum for any delay or failure of performance to the extent such delay or failure was caused by Contractor or anyone for whose acts Contractor is responsible.

E. Contract Time adjustment only for concurrent fault: To the extent any delay or failure of performance was concurrently caused by the Owner and Contractor, Contractor shall be entitled to an adjustment in the Contract Time for that portion of the delay or failure of performance that was concurrently caused, provided it makes a request for equitable adjustment according to Section 7.03, but shall not be entitled to an adjustment in Contract

Sum.

F. Contractor to mitigate delay impacts: 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.

3.05 Notice to Owner of Labor Disputes

A. Contractor to notify Owner of labor disputes: 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.

B. Pass through notification provisions to Subcontractors: 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 lower tier subcontractor shall immediately notify the next higher tier Subcontractor or Contractor, as the case may be, of all relevant information concerning the dispute.

3.06 Damages for Failure to Achieve Timely Completion

A. Liquidated Damages

1. Timely performance and completion of the Work Order Work is essential to Owner and time limits stated in the Work Order are of the essence. Owner may incur serious and substantial damages if Substantial Completion of the Work does not occur within the Work Order Time. However, it would be difficult if not impossible to determine the exact amount of such damages. Consequently, provisions for liquidated damages may be included in a Work Order at the option of the Owner.

2. The liquidated damage amounts set forth in the Work Order will be assessed not as a penalty, but as liquidated damages for breach of the Work Order. This amount is fixed and agreed upon by and between the Contractor and Owner because of the impracticability of fixing and ascertaining the actual damages the Owner would in such event sustain. This amount shall be construed as the actual amount of damages sustained by the Owner and may be retained by the Owner and deducted from periodic payments to the Contractor.

3. Assessment of liquidated damages shall not release Contractor from any further obligations or liabilities pursuant to the Work Order.

B. Actual Damages

Actual damages will be assessed for failure to achieve Final Completion of a Work Order within the time provided. Actual damages will be calculated on the basis of direct architectural, administrative, and other related costs attributable to the Project from the date when Final Completion should have been achieved, based on the date Substantial

Completion is actually achieved, to the date Final Completion is actually achieved. Owner may offset these costs against any payment due Contractor.

Part 4 SPECIFICATIONS, DRAWINGS, AND OTHER DOCUMENTS

4.01 Design Requirements and Design Documentation

A. Design Requirements are to be included in a Work Order Request and are intended to document Owner requirements for basic physical objectives to be achieved by accomplishing the work and any specific required design features. The Design Requirements shall include sufficient information on location, dimensions, quantities, physical interfaces with existing structures and systems, and desired functional characteristics, so that the

Contractor can proceed with a Work Order Proposal. If the Owner does not also provide

Design Documentation such as sketches, lists, Specifications, and Drawings, the Contractor can proceed with preparation of an appropriate level of detail of Design Documentation, as necessary for preparing the Work Order Proposal, with the approval of the Owner. The

Contractor-prepared Design Documentation is subject to the review and approval of the

Owner as part of the Work Order Proposal negotiation. Any additional Design

Documentation prepared by the Contractor during the course of the Work is also subject to

Owner review and approval.

1. Design Documentation requirements will be defined in the Work Order Request and will be tailored to be appropriate for the complexity and size of the requested

Work.

2. Owner-approved design work over and above that required by section 4 shall be indicated on the Work Order Proposal as separate line items. If Owner and

Contractor agree, the design work may be covered by a separate Work Order.

4.02 Discrepancies and Contract Document Review

A. The intent of the Design Documentation 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 Design Documentation, and other provisions of the Contract

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 furnished by Owner. If, during the performance of the Work, Contractor finds a conflict, 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 the Owner in writing.

D. Contractor shall do no Work without applicable Drawings, Specifications, or other agreed types of Design Documentation or written modifications, or Shop Drawings where required, unless agreed otherwise in writing by Owner. If Contractor performs any construction activity, and it knows or reasonably should have known that any of the Contract Documents contain a conflict, 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 and is within the scope of 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 the Owner.

4.03 Project Record

A. Contractor shall legibly mark in ink on a separate set of the Design Documentation 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, actual suppliers, manufacturers and trade names, models of installed equipment, and Change Order proposals. This separate set of Drawings and Specifications shall be the "Project Record."

B. The Project Record shall be maintained on the project site throughout the construction and shall be clearly labeled "PROJECT RECORD". The Project Record shall be updated at least weekly 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.

4.04 Shop Drawings

A. "Shop Drawings" means any documents and other information required to be submitted to the Owner by Contractor pursuant to the Work Order or 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, if required, 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 on a particular Work Order or as required by the Contract Documents. For materials and equipment to be incorporated into the Work, Contractor submittal shall include the name of the manufacturer, the model number, and other information concerning the 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. Shop

Drawings submitted to Owner without 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's submittal schedule shall allow a reasonable time for Owner review. Owner 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 Owner has approved or taken other appropriate action. Owner 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 Work Order or Contract Documents may be returned without action.

C. Approval, or other appropriate action with regard to Shop Drawings by Owner, shall not relieve Contractor of responsibility for any errors or omissions in such Shop Drawings, nor from responsibility for compliance with the requirements of the Contract Documents.

Unless specified in the Contract Documents, review by Owner 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 and the item or work is subsequently rejected, Contractor shall be responsible for all costs of correction.

D. If Shop Drawings show variations from the requirements of the Contract Documents, Contractor shall describe such variations in writing, separate from the Shop Drawings, at the time it submits the Shop Drawings containing such variations. If Owner approves any such variation, an appropriate Change Order will be issued. If the variation is minor and does not involve an adjustment in the Contract Sum or Work Order, a Change Order need not be issued; however, the modification shall be recorded upon the Project Record.

E. Unless otherwise provided in Division I, Contractor shall submit to Owner for approval five copies of all Shop Drawings. Unless otherwise indicated, three sets of all Shop Drawings shall be retained by Owner and two sets shall be returned to Contractor.

4.05 Organization of Specifications

Specifications 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.

4.06 Ownership and Use of Drawings, Specifications & other Documents

A. The Drawings, Specifications, and other documents provided by Owner are instruments of service through which the Work to be executed by Contractor is described. Neither

Contractor nor any Subcontractor shall own or claim a copyright in the Drawings, Specifications, and other documents provided by Owner; the Owner shall be deemed the author of them and will, along with any rights of Owner, retain all common law, statutory, and other reserved rights, in addition to the copyright. All copies of these documents, except Contractor's set, shall be returned or suitably accounted for to Owner, on request, upon completion of the Work.

B. The Drawings, Specifications, and other documents provided by the Owner, and copies thereof furnished to Contractor, are for use solely with respect to this Project. They are not to be used by Contractor or any Subcontractor on other projects or for additions to this

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 provided by Owner appropriate to and for use in the execution of their Work.

C. Contractor and all Subcontractors grant a non-exclusive license to Owner, without additional cost or royalty, to use for its own purposes (including reproduction) all Shop

Drawings, together with the information and diagrams contained therein, prepared by

Contractor or any Subcontractor. In providing Shop Drawings, Contractor and all

Subcontractors warrant that they have authority to grant to Owner a license to use the Shop

Drawings, and that such license is not in violation of any copyright or other intellectual property right. Contractor agrees to defend and indemnify Owner pursuant to the indemnity provisions in section 5.22 from any violations of copyright or other intellectual property rights arising out of Owner's use of the Shop Drawings hereunder, or to secure for

Owner, at Contractor's own cost, licenses in conformity with this section.

D. The Shop Drawings and other submittals prepared by Contractor, Subcontractors of any tier, or its or their equipment or material suppliers, and copies thereof furnished to Contractor, are for use solely with respect to this Project. They are not to be used by Contractor or any

Subcontractor of any tier, or material or equipment supplier, on other projects or for additions to this Project outside the scope of the Work without the specific written consent of Owner. The Contractor, Subcontractors of any tier, and material or equipment suppliers are granted a limited license to use and reproduce applicable portions of the Shop Drawings and other submittals appropriate to and for use in the execution of their Work under the

Part 5 PERFORMANCE

5.01 Contractor Control and Supervision

A. Contractor responsible for Means and Methods of construction: Contractor shall supervise and direct the Work, using its best skill and attention, and shall ensure subcontracted Work is performed 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. The actual cost of the general building permit (only) and the public utility hook-up fees will be a direct reimbursement to the Contractor or paid directly to the permitting agency by the

Owner. Billing for permits shall be in accordance with section 10.11.B.1.e.

C. Contractor responsible for acts and omissions of self and agents: Contractor shall be responsible to Owner for acts and omissions of Contractor, Subcontractors, and their employees and agents.

D. The General Contractor shall submit copies of each valid permit required on the project to the Owner’s representative. Nothing in this part shall be construed as imposing a duty upon the Owner or A/E to secure permits.

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

F. Contractor to comply with ethical standards: Contractor shall ensure that its owner(s) and employees, and those of its Subcontractors, comply with the Ethics in Public Service Act

RCW 42.52, which, among other things, prohibits state employees from having an economic interest in any public works contract that was made by, or supervised by, that employee.

Contractor shall remove, at its sole cost and expense, any of its or its Subcontractors’ employees, if they are in violation of this act.

5.02 Permits, Fees and Notices

A. Contractor to obtain and pay for permits: Unless otherwise provided in the Contract

Documents, Contractor shall pay for and obtain all permits, licenses, and inspections necessary for proper execution and completion of the Work. Prior to Final Acceptance, the approved, signed permits shall be delivered to Owner.

B. Allowances for permit fees: If allowances for permits or utility fees are called for in the

Contract Documents and set forth in Contractor’s bid, and the actual costs of those permits or fees differ from the allowances in the Contract Documents, the difference shall be adjusted by Change Order.

C. Contractor to comply with all applicable laws: Contractor shall comply with and give notices required by all federal, state, and local laws, ordinances, rules, regulations, and lawful orders of public authorities applicable to performance of the Work.

D. The General Contractor shall submit copies of each valid permit required on the project to the Owner’s representative. Nothing in this part shall be construed as imposing a duty upon the Owner or A/E to secure permits.

5.03 Patents and Royalties

Payment, indemnification, and notice: 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, or other intellectual property right used in the Work; however, provided that Contractor gives prompt notice, 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. If Contractor 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 to pay Prevailing Wages or applicable Federal Wages: Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics employed in the performance of any part of the Work in accordance with RCW 39.12 and the rules and regulations of the

Department of Labor and Industries (L&I). The schedule of prevailing wage rates for the locality or localities of the Work is determined by the Industrial Statistician of the

Department of Labor and Industries. It is the Contractor’s responsibility to verify the applicable prevailing wage rate. If applicable, the Contractor shall comply with all Federal

Funding…