HOA AND CONTRACTHOUSING AUTHORITY OF SNOHOMISH COUNTY
12711- 4th Avenue West • Everett, Washington 98204
(425) 290-8499 • FAX (425) 290-5618
December 10, 2019
NWIC
16212 Bothell Everett Hwy F360
Mill Creek, WA 98037
Attn: Gerald Haney
Subject: NOTICE OF AWARD
Mr. Haney:
We have completed our due diligence and have found your firm to be the lowest responsible bidder.
This letter shall serve as our intent to award the Edmonds 11i2hlands-Fire Repairs contract to your
firm in the amount of $70,870.22.
Please provide the following documents to our office no later than ten calendar days from the
receipt of this letter:
1. Certificate of Insurance listing the Housing Authority of Snohomish County as
additional insured with the endorsement attached. For contractor and sub-
contractors.
2. A preliminary construction schedule showing tasks and the duration of the project.
3. Filed intent to pay prevailing wages for both contractor and subcontractors.
Should you fail to provide the above documents within the time specified, we will find you in
default and may attempt to award to the next lowest bidder.
After receiving the above documents, we will contact you to arrange a meeting to execute the
contract agreement and discuss scheduling for the pre -construction conference. If you have any
questions, please call Jackie VanAssche at 425-293-0555.
Sincerely,
Owck ►8&
Chris Bogdan/Construction Program Manger
RIMED
CONSTRUCTION AGREEMENT
THIS AGREEMENT between Housing Authority of Snohomish County ("Owner")
and NWIC ("Contractor") is made and entered into as of January 14, 2020 (the "Effective
Date").
In consideration of the mutual covenants and other good and valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, the parties hereto agree as follows:
0
ARTICLE
GENERAL PROVISIONS
0.1 Entire Agreement. Owner desires to engage Contractor to provide construction
services (the "Work") for certain of Owner's projects (the "Projects"). The parties intend,
through this Agreement, to create a single source for the general rights and responsibilities of
each party with respect to Contractor's Project Work. This Agreement, the Contract Documents,
and any other incorporated documents, shall constitute the entire agreement for each Project.
0.2 The Work. The Contractor shall execute the entire Work described in the
Contract Documents and all other incorporated documents for the Project. The Project is
Edmonds Highlands -Fire Reuairs.
0.3 Time of Commencement and Completion. The Work to be performed under this
Agreement shall be commenced no later than 10 days from the commencement date indicated on
the notice to proceed, and shall be substantially completed no later than 120 calendar days from
the date of commencement, with final completion no later than 15 days from the date of
substantial completion.
0.4 Contract Price. The Owner shall pay the Contractor for full performance of the
Work, subject to additions and deductions by Change Order, the total sum of Seventy Thousand
Eizht Hundred Seventy Dollars and .22/100 _($70 870.22 , plus applicable Washington State
sales tax.
0.5 Contractor Oualifieations. Contractor represents that it is qualified to provide
construction services and desires to work with Owner pursuant to the terms of this Agreement.
0.6 Liquidated Damages.
0.6.1 Liquidated damages shall be in the amount of $200.00 per day for each
day after the Contract Time that Substantial Completion is not attained.
0.6.2 Liquidated damages shall be in the amount of $200.00 per day for each
day in excess of fourteen (14) days after Substantial Completion that Final Completion is not
attained.
STANDARD FORM OF AGREEMENT 00S00-1
ARTICLE 1
CONTRACT DOCUMENTS
1.1 The intent of the Contract Documents is to include all items necessary for the
proper execution and completion of the Work by the Contractor. The Contract Documents are
complementary, and what is required by one is as binding as if required by all. Performance by
the Contractor shall be required only to the extent consistent with the Contract Documents and
reasonably inferable from them as being necessary to produce the intended results. The Contract
Documents consist of the Specifications, Drawings, bid requirements, addenda to bid
requirements; and the Contractor's bid.
1.2 The Contract Documents shall not be construed to create a contractual
relationship of any kind between the Owner and a Subcontractor of any tier or between any
persons or entities other than the Owner and Contractor.
1.3 By executing the Agreement, the Contractor represents and acknowledges that the
Contract Sum is reasonable compensation for all the Work, that the Contract Time is adequate
for the performance of the Work, and that it has carefully checked and verified all pertinent
figures and examined the Contract Documents and the Project site, including any existing
structures, and that it has satisfied itself as to the: nature, location, character, quality and quantity
of the Work, the labor, materials, equipment, goods, supplies, work, services and other items to
be furnished and all other requirements of the Contract Documents, as well as the surface
conditions and other matters that may be encountered at the Project site or affect performance of
the Work or the cost or difficulty thereof, including but not limited to those conditions and
matters affecting: transportation, access, disposal, handling and storage of materials, equipment
and other items; availability and quality of labor, water, electric power and utilities; availability
and condition of roads; normal climatic conditions and seasons; physical conditions at the
Project site and the surrounding locality; topography and ground surface conditions; and
equipment and facilities needed preliminary to and at all times during the performance of the
Work. THE FAILURE OF THE CONTRACTOR FULLY TO ACQUAINT ITSELF WITH
ANY FORESEEABLE CONDITION OR MATTER SHALL NOT IN ANY WAY RELIEVE IT
FROM THE RESPONSIBILITY FOR PERFORMING THE WORK IN ACCORDANCE WITH
THE CONTRACT DOCUMENTS AND WITHIN THE CONTRACT TIME AND THE
CONTRACT SUM.
1.4 The term "Work" means the construction and services required by the Contract
Documents, whether completed or partially completed, and includes all other labor, materials,
equipment, and services provided or to be provided by the Contractor to fulfill the Contractor's
obligations. The Work may constitute the whole or a part of the Project.
1.5 If, during the performance of the Work, the Contractor finds a conflict, error or
discrepancy in the Contract Documents, Contractor shall report it to the Architect or Engineer
C'A/E") and the Owner in writing at once. The Contractor shall not proceed with the affected
Work until it receives a written interpretation or clarification from the A/E.
STANDARD FORM OF AGREEMENT 00500-2
ARTICLE 2
THE OWNER
2.1 Except for permits and fees that are the responsibility of the Contractor under the
Contract Documents, the Owner shall secure and pay for necessary approvals, plan -check and
building permit fees, easements, assessments, and charges required for the construction, use, or
occupancy of permanent structures or permanent changes in existing facilities.
2.2 If the Contractor fails to correct Work that is not in accordance with the
requirements of the Contract Documents or fails to carry out the Work in accordance with the
Contract Documents, the Owner, by a written order, may order the Contractor to stop the Work,
or any portion thereof, until the cause for such order has been eliminated; however, the right of
the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this
right for the benefit of the Contractor or any other person or entity.
2.3 No representative of the Owner is authorized to revoke, alter, enlarge, relax, or
release any requirement of the Contract Documents, nor to approve or accept any portion of the
Work whether or not executed in accordance with the Contract Documents, nor to issue
instructions contrary to the Contract Documents, except as specifically provided in the Contract
Documents.
2.4 If the Contractor defaults or neglects to carry out the Work in accordance with the
Contract Documents and fails within a seven day period after receipt of written notice from the
Owner to commence and continue correction of such default or neglect with diligence and
promptness, the Owner may, without prejudice to other remedies the Owner may have, correct
such deficiencies. In the event such deficiencies threaten the health or safety of Owner's
employees or occupants, the Owner may proceed to correct such deficiencies with such notice to
the Contractor as is reasonable under the circumstances. When the Owner has undertaken to
carry out a portion of the Work prior to final acceptance of the contract, an appropriate
Modification shall be issued deducting from payments then or thereafter due the Contractor the
cost of correcting such deficiencies, including compensation for the A/E's additional services
and expenses made necessary by such default, neglect, or failure.
ARTICLE 3
THE CONTRACTOR
3.1 The Contractor shall supervise and direct the Work, using the Contractor's best
skill and attention. The Contractor shall be solely responsible for and have control over
construction means, methods, techniques, sequences, and procedures, for safety, and for
coordinating all portions of the Work under the Agreement, unless the Contract Documents
specifically provide other instructions concerning these matters. The Contractor shall be and
operate as an independent contractor in the performance of the Work and shall have complete
control over and responsibility for all personnel performing the Work. In no event shall the
Contractor be authorized to enter into any agreements or undertakings for or on behalf of the
Owner or to act as or be an agent or employee of the Owner.
STANDARD FORM OF AGREEMENT 00500-3
3.2 Unless otherwise specifically provided in the Contract Documents, the Contractor
shall provide and pay for all labor, materials, equipment, tools, construction equipment,
machinery, transportation, and other facilities and services necessary for the proper execution
and completion of the Work, whether temporary or permanent and whether or not incorporated
or to be incorporated in the Work.
3.3 Materials. All material shall be delivered to the Site in original containers as
packaged by the manufacturer with the label intact.
3.4 Workers. The Contractor shall enforce strict discipline and good order among the
Contractor's employees and other persons carrying out the Work. The Contractor shall not
permit employment of unfit persons or persons not skilled in tasks assigned to them. The
Contractor shall be responsible to the Owner for the acts and omissions of the Contractor's
employees, Subcontractors of any tier and their agents and employees, and other persons
performing portions of the Work under a contract with the Contractor. At no change to the
Contract Sum or Contract Time, the Owner may provide written notice requiring the Contractor
to remove from the Work any employee or other person carrying out the Work that the Owner
considers objectionable.
3.5 Warranty. The Contractor warrants that materials and equipment furnished under
the Agreement will be of good quality and new unless otherwise required or permitted by the
Contract Documents, that the Work will be free from defects not inherent in the quality required
or permitted, and that the Work will conform with the requirements of the Contract Documents.
Work not conforming to these requirements, including substitutions not properly approved and
authorized, may be considered defective. The Contractor's warranty excludes remedy for
damage or defect caused by abuse, modifications not executed by the Contractor, improper or
insufficient maintenance, improper operation, or normal wear and tear under normal usage.
Upon request, the Contractor shall furnish satisfactory evidence as to the kind and quality of
materials and equipment. Materials and equipment shall be applied, installed, connected,
erected, used, cleaned, and conditioned in accordance with the Contract Documents.
3.6 Taxes and Fees. The contract is a government contract exempt from sales tax
under RCW 82.04.059(9), involving labor and services rendered in respect to the constructing,
repairing, decorating, or improving of new or existing buildings or other structures under, upon
or above real property of or for a county housing authority, including the installing, or attaching
of any article of tangible personal property. The Owner is a tax-exempt entity under the laws of
the State of Washington and therefore, is exempt from all taxes and special assessments of any
City, County, the State of Washington, or any political subdivision thereof and, as such, is not
subject to sales or use taxes. However, according to WAC 458-17001, a government contractor
is a prime or subcontractor who constructs, installs, or improves real property of or for a county
or city housing authority. Government contracting activities include constructing, repairing,
decorating, or improving new or existing buildings or other structures, including installing or
attaching tangible personal property. Government contracting also includes clearing or moving
earth. Gross income received by prime or subcontractors from such construction is subject to
B&O tax under the Government Contracting tax classification. Contractors engaged in
government contracting should not issue a resale certificate on their purchases of materials.
STANDARD FORM OF AGREEMENT 00500-4
Prime or subcontractors who construct, install, or improve real property of or for a county or city
housing authority are "consumers" as defined in RCW 82.04.190. Consumers are required to
pay the retail sales tax or use tax upon all purchases of materials and other personal property
installed applied, attached, or otherwise incorporated into government contracting work. A
prime contractor who purchases and furnishes materials to a subcontractor for a government
project is liable for the retail sales tax or use tax on the value of those materials. The use tax
applies upon the value of all materials, equipment, and other tangible personal property
purchased at retail, acquired as a bailee or donee, or manufactured or produced by the contractor
for commercial or industrial use in performing government contracting and upon which no retail
sales tax has been paid by the contractor, its bailor or donor. Therefore, the use tax applies to all
property provided by the housing authority to the contractor for installation or inclusion in the
contract work as well as to all provided tooling."
3.7 Legal Compliance. The Contractor shall comply with and give notices required
by laws, ordinances, rules, regulations, and lawful orders of public authorities bearing on
performance of the Work. The Contractor shall promptly notify the Owner if the Contractor
believes the Drawings or Specifications to be at variance with them.
3.8 Submittals. The Contractor shall review, approve, and submit to the Owner with
reasonable promptness Shop Drawings, Product Data, Samples, and similar submittals required
by the Contract Documents with reasonable promptness. The Work shall be in accordance with
approved submittals.
3.9 Clean -Up. The Contractor shall keep the premises and surrounding area free from
accumulation of waste materials or rubbish caused by operations under the Agreement. Prior to
Final Completion of the Work or at the Owner's request, the Contractor shall remove from and
about the Project waste materials, rubbish, the Contractor's tools, construction equipment,
machinery, and surplus materials.
3.10 Access. The Contractor shall provide the Owner and A/E access to the Work in
preparation and progress wherever located.
3.11 Intellectual Property. The Contractor shall pay all royalties and license fees
relating to its performance of the Work. The Contractor also shall defend all suits or claims that
the Contractor's performance of the Work infringes any copyright, patent, trade secret,
trademark, or other intellectual property right, and shall indemnify and hold the Owner harmless
from loss on account thereof.
3.12 Indemnification. Subject to the following conditions, the Contractor shall defend,
indemnify, and hold harmless the Owner and its agents, employees, governing body, successors,
and assigns ("Indemnitee") from and against all claims, damages, losses and expenses, direct,
indirect, or consequential, including costs and attorneys' fees incurred on such claims and in
proving the right to indemnification, for personal injuries or property damage arising out of or
resulting from any act or omission of the Contractor, its agents, any of its Subcontractors of any
tier, and anyone directly or indirectly employed by the Contractor or Subcontractors of any tier
("Indemnitor").
STANDARD FORM OF AGREEMENT 00500-5
3.12.1 The Contractor shall fully indemnify Indemnitee for the sole negligence or
willful misconduct of the Indemnitor.
3.12.2 The Contractor shall indemnify Indemnitee for the concurrent negligence
or willful misconduct of the Indemnitor to the extent of the Indemnitor's negligence or willful
misconduct. The Contractor agrees to being added by the Owner as a parry to any mediation,
arbitration, or litigation with third parties in which the Owner alleges indemnification or
contribution from the Contractor. To the extent a court or arbitrator strikes any portion of this
indemnification provision for any reason, all remaining provisions shall retain their validity and
effect.
3.13 Prevailing_ Wages.
3.13.1 Pursuant to Revised Code of Washington ("RCW") 39.12, no worker,
laborer, or mechanic employed in the performance of any part of this Agreement shall be paid
less than the "prevailing rate of wage" (in effect as of the date that bids are due) as determined
by the Industrial Statistician of the Department of Labor and Industries, ESAC Division, PO Box
44540, Olympia, Washington 98504-4540, Telephone (360) 902-5335. The schedule of the
prevailing wage rates for the locality or localities where this Work will be performed is attached
and made a part of this Agreement by reference as though fully set forth herein. The Contractor
shall provide the respective Subcontractors with a schedule of the applicable prevailing wage
rates. The Industrial Statistician will answer questions relating to prevailing wage data upon
request.
3.13.2 Pursuant to RCW 39.12.060, in case any dispute arises as to what are the
prevailing rates of wages for work of a similar nature, and such dispute cannot be adjusted by the
parties in interest, including labor and management representatives, the matter shall be referred
for arbitration to the director of the Department of Labor and Industries, and his or her decision
therein shall be final and conclusive and binding on all parties involved in the dispute.
3.13.3 The Contractor shall indemnify and hold the Owner harmless, including
attorneys' fees, from any violation or alleged violation of RCW 39.12 ("Prevailing Wages on
Public Works") and RCW 51 ("Industrial Insurance"), including without limitation RCW
51.12.050, by the Contractor or any Subcontractor of any tier.
3.14 Hours of Labor. The Contractor shall comply with all applicable provisions of
RCW 49.28.
3.15 Hazardous Substances. Pursuant to RCW 49.70 and Washington Administrative
Code ("WAC") 296-62-054 et seq., the Contractor shall provide the Owner copies of and have
available at the Project Site a workplace survey or material safety data sheets for all hazardous
chemicals under the control or use of Contractor or any Subcontractor at the Project Site.
Contractor shall not be entitled to any additional Contract Time or compensation arising from its
failure or alleged failure to comply with this statute or regulation.
STANDARD FORM OF AGREEMENT OOS00-6
3.16 Contract Schedule. The Contractor will be responsible for planning, scheduling,
managing, and reporting the progress of the Work in accordance with all of the specific methods
and submittals described in the Contract Documents.
3.16.1 The Contractor shall use the Contract Schedule to plan, coordinate, and
prosecute the Work in an orderly and expeditious manner.
3.16.2 The Schedule will be reviewed by the A/E and Owner. Such review of the
Contractor's schedule shall not constitute an approval or acceptance, or the Contractor's
construction means, methods, or sequencing, or its ability to complete the Work in a timely
manner.
3.16.3 Within ten (10) days after execution of this Agreement, the Contractor
shall submit a schedule of the Work to the Owner. Failure to do so shall constitute a material
breach of the Contract and a material breach of the conditions of the bid bond, if any. Payment
to the Contractor is not due or owing until a Contract Schedule in a form satisfactory to the
Owner has been submitted.
ARTICLE 4
ADMINISTRATION OF THE CONTRACT
4.1 The Owner or Architect or Engineer ("A/E") will provide administration of the
Agreement.
4.2 The Owner must approve in writing all changes in the Contract Sum or Time and
all Change Orders Construction Change Directives and payments to the Contractor.
4.3 The A/E and Owner will not have control over or charge of and will not be
responsible for means, methods, techniques, sequences or procedures; or for safety precautions
and programs in connection with the Work, because these are solely the Contractor's
responsibility.
4.4 The A/E and/or Owner will issue such written clarifications or interpretations as
to matters of design interpretation (in the form of Drawings or otherwise) as the A/E and/or
Owner may determine necessary, which shall be consistent with or reasonably inferable from the
overall intent of the Contract Documents.
4.5 A/E and/or Owner may authorize minor variations in the Work from the
requirements of the Contract Documents that do not involve an adjustment in the Contract Sum
or the Contract Time and are consistent with the overall intent of the Contract Documents.
These will be accomplished by a Construction Change Directive and will be binding on the
Contractor, who shall perform the Work involved promptly.
4.6 If Contractor believes that a written clarification, interpretation, or Construction
Change Directive justifies an increase in the Contract Sum or an extension of the Contract Time,
and the parties are unable to agree as to the amount or extent thereof, the Contractor may make a
STANDARD FORM OF AGREEMENT 00500-7
Claim therefor as provided in Article 4, as soon as possible and no later than fourteen (14) days
after receipt of a written clarification, interpretation, or Construction Change Directive.
4.7 The A/E and/or Owner will have authority to disapprove or reject Work that A/E
and/or Owner believes does not conform to the Contract Documents or is otherwise defective.
4.8 Neither A/E's authority to act under this Article 4 nor elsewhere in the Contract
Documents, nor any decision made by A/E in good faith either to exercise or not exercise such
authority shall give rise to any duty or responsibility of the A/E or the Owner to the Contractor,
any Subcontractor of any tier, or any other person or organization performing any of the Work,
or to any surety for any of them.
4.9 Dispute Resolution. All claims, disputes and other matters in question of the
Contractor, direct or indirect, arising out of, or relating to, the Contract Documents or the breach
thereof ("Claims"), except Claims that have been waived under the terms of the Contract
Documents, shall be decided by a dispute resolution procedure to which the Owner, Contractor,
and A/E agree in a pre -resolution conference. If the parties cannot agree on a procedure, the
procedure will be the mediation/litigation procedure specified. Contractor shall diligently carry
on the Work and maintain the progress schedule during the dispute resolution procedure,
including any litigation proceedings, unless the parties mutually agree in writing otherwise.
4.9.1 Claim Submission. The Contractor shall submit all Claims to the Owner
in writing within fourteen (14) days after the event giving rise to them and shall include a clear
description of the Claim. Failure to properly submit shall constitute waiver of the Claim. Within
thirty (30) days after the event giving rise to the Claim, the Contractor shall provide the Owner in
writing with all changes in cost and in time (direct, indirect, impact, consequential, and
otherwise) to which the Contractor and Subcontractors of any tier are entitled and data
supporting the Claim. The Claim of a Subcontractor may be brought only through the Contractor
and only after the Contractor notifies the Owner in writing that the Contractor has reviewed the
Claim and believes it to be meritorious. No act, omission, or knowledge, actual or constructive,
of the Owner shall in any way be deemed to be a waiver of the requirement for a timely written
Claim unless the Owner provides the Contractor with an explicit, unequivocal written waiver.
4.9.2 Mediation. Contractor may bring no Claim against Owner unless the
Claim is first subject to non -binding mediation before a single mediator under the Construction
Mediation Rules of the American Arbitration Association. This requirement cannot be waived
except by an explicit written waiver signed by the Owner and the Contractor. An officer of the
Contractor and an Owner's representative must attend the mediation session. To the extent there
are other parties in interest such as Subcontractors, their representatives, with full authority to
settle the Claim, shall also attend the mediation session. Unless the Owner and Contractor
mutually agree in writing otherwise, all unresolved Claims in the Project shall be considered at a
single -mediation -session. The -Contractor is -responsible -for initiating the mediation process.
4.9.3 Litigation. The Contractor may bring no litigation on Claims unless such
Claims have been properly raised and considered in the dispute resolution procedures of
subparagraphs 4.9, 4.9.1, and 4.9.2 above. All unresolved Claims shall be waived and released
STANDARD FORM OF AGREEMENT OOSOO-8
unless the Contractor has strictly complied with the time limits of the Contract Documents, and
litigation is served and filed within the earlier of (a) 120 days after the Date of Substantial
Completion designated in writing by Owner or (b) 60 days after Final Acceptance. This
requirement cannot be waived except by an explicit written waiver signed by Owner and the
Contractor. The pendency of mediation shall toll these filing requirements.
4.10 Claims for Concealed and Unknown Conditions. Provided a timely, proper Claim
has been made under paragraph 4.9, the Contract Sum and/or Contract Time will be equitably
adjusted by Change Order if concealed and unknown conditions are encountered in the
performance of the Work below the surface of the ground or concealed and unknown conditions
are encountered in an existing structure, and the conditions are at variance with the conditions
indicated by the Contract Documents or are of an unusual nature, differing materially from those
ordinarily encountered and generally recognized as inherent in work of the character provided
for in the Contract Documents. No increase to the Contract Sum or Time shall be allowed if
Contractor knew or should have known of the concealed conditions prior to its executing the
Agreement.
4.11 Books and Records. The Contractor shall maintain books, records, photos,
documents, and other evidence pertaining to the costs incurred by the Contractor in connection
with the Agreement to such extent and in such detail as will properly reflect and fully support all
costs, charges, and other amounts of whatever nature for which reimbursement or payment is or
may be claimed under the Contract. The Contractor agrees to make available at the office of
Contractor at all reasonable times all records for inspection, audit, and reproduction by the
Owner, the Owner's designee, or any federal, state, or local authority having an interest in the
Project or in the funding for the Project. These requirements shall be applicable to and included
in each Subcontract and purchase order issued with respect to the Work.
ARTICLE 5
SUBCONTRACTORS
5.1 A "Subcontractor" is a person or entity who has a direct contract with the
Contractor to perform a portion of the Work at the site or supply material or equipment. A
"Subcontractor of any tier" includes Subcontractors as well as all direct and lower level sub -
subcontractors.
5.2 Nothing in the Contract Documents shall create any obligation on the part of
Owner or A/E to pay or to see to the payment of any moneys due any Subcontractor of any tier
or other person or entity, except as may otherwise be required by law and regulation.
5.3 As soon as practical after the award of the Agreement, the Contractor shall furnish
in writing to the Owner the names of the Subcontractors for each portion of the Work. The
Contractor shall not contract with any Subcontractor to whom the Owner has made reasonable
and timely objection. Contracts between the Contractor and Subcontractors shall (1) require
each Subcontractor to be bound to the Contractor by the terms of the Contract Documents to the
extent of the Work to be performed by the Subcontractor, and to assume toward the Contractor
all the obligations and responsibilities that the Contractor, by the Contract Documents, assumes
STANDARD FORM OF AGREEMENT OOS00-9
toward the Owner, and (2) allow to the Subcontractor the benefit of all rights, remedies, and
redress afforded to the Contractor by the Contract Documents.
ARTICLE 6
CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
6.1 The Owner reserves the right to perform construction or operations related to the
Project with the Owner's own forces, and to award separate contracts in connection with other
portions of the Project or other construction or operations on the site.
6.2 The Contractor shall afford the Owner and separate contractors' reasonable
opportunity for the introduction and storage of their materials and equipment and performance of
their activities, and shall connect and coordinate the Contractor's construction and operations as
required by the Contract Documents.
ARTICLE 7
CHANGES IN THE WORK
7.1 The Owner, without invalidating the Agreement, may order changes in the Work
consisting of additions, deletions, or modifications ("Changes"). The Contract Sum and Contract
Time will be adjusted accordingly. Changes in the Work shall be authorized only by written
Change Order or by written Construction Change Directive, and the Contract Sum and Contract
Time shall be changed only by Change Order. The Contractor shall proceed promptly with the
changes, whether authorized by Change Order or by Construction Change Directive.
7.1.1 Change Orders. A Change Order is a written instrument signed by the
Owner and Contractor stating their agreement upon all of the following:
7.1.1.1 a change in the Work;
7.1.1.2 the amount of the adjustment in the Contract Sum, if any; and
7.1.1.3 the extent of the adjustment in the Contract Time, if any.
7.1.2 Construction Change Directives. A Construction Change Directive is a
written order signed by the Owner directing a change in the Work and stating a proposed basis
for adjustment, if any, in the Contract Price or Contract Time, or both.
7.2 Pricing. If the parties cannot agree on the cost or credit to the Owner from a
Change in the Work, the Contractor shall keep and present, in such form as the Owner may
prescribe, an itemized accounting together with supporting data. The total cost of any Claim or
an increase or decrease in the Contract Sum or any Change in the Work shall be limited to the
reasonable value of the following:
7.2.1 Direct labor costs. Current prevailing hourly wage for the laborers,
apprentices, journeymen, and foremen performing or directly supervising the Changed Work on
the site. The premium portion of overtime wages is not included unless pre -approved in writing
STANDARD FORM OF AGREEMENT 00500-10
by the Owner. The hourly cost shall be based solely upon basic wages and mandatory fringe
benefits and workers' insurances.
7.2.2 Direct material costs. An itemization of the net cost on a unit basis of
materials and equipment incorporated in and necessary to perform the Changed Work, including
discounts, rebates, costs of transportation, required third -party storage, and suppliers' required
field services.
7.2.3 Subcontractor costs. Payments the Contractor makes to Subcontractors for
Changed Work performed by Subcontractors of any tier. The Subcontractor's cost of the Work
shall be determined in the same manner as prescribed for the Contractor's Work.
7.2.4 Bond and Insurance costs. Cost of change in Bond or insurance premiums
required because of the Change in the Work. Contractor shall provide verification of costs to the
Owner.
7.2.5 Fees. The allowance for all combined overhead, profit, and other costs,
including all office, home office, extended and site overhead (including project manager, project
engineer, superintendent, and general foreman time), and delay and impact costs of any kind,
shall be strictly limited to a fee, based on the following percentages of the various portions of the
changed Cost of the Work:
7.2.5.1 The Contractor shall receive 15% of the cost of any materials or
work performed by the Contractor's own forces;
7.2.5.2 The Contractor shall receive 10% of the amount due directly to its
Subcontractor for materials or work performed by that Subcontractor; and
7.2.5.3 The Contractor shall receive 5% of the amount due directly to its
Subcontractor for materials or work performed by a lower -tier Subcontractor.
7.2.5.4 When both additions and credits are involved in any one change,
the adjustment in Contractor's Fee shall be computed on the basis of the net change in costs.
ARTICLE 8
TIME
8.1 Time limits stated in the Contract Documents are of the essence of the
Agreement. By executing the Agreement, the Contractor confirms that the Contract Time is a
reasonable period for performing the Work.
8.2 Within ten days of issuance of the "Notice of Award" and before any Work is
started on the project, the Contractor shall submit an executed contract, Certificates of Insurance,
and all other documents required by the Contract Documents. No Progress Payments shall be
due until all required documents are delivered. The Contractor shall provide the Owner with a
24-hour notice prior to commencing Work.
STANDARD FORM OF AGREEMENT 00500-11
8.3 The date of commencement of the Work is the date established by the Owner in
its "Notice to Proceed," at which time site work may begin.
8.4 The Contractor shall be entitled to an equitable adjustment in the Contract Time if
it is delayed due to causes beyond its control.
ARTICLE 9
PAYMENTS AND COMPLETION
9.1 Schedule of Values. At least fourteen (14) days before the first Application for
Payment, the Contractor shall submit to the A/E a schedule of values, allocated to various
portions of the Work, prepared in such form and supported by such data to substantiate its
accuracy as the A/E may require. This schedule, unless objected to by the Owner or A/E, shall
be used as a basis for reviewing the Contractor's Applications for Payment. This schedule shall
not allocate more than 3% of the contract sum to mobilization. This schedule shall allocate at
least 4% of the Contract Sum to be earned for that portion of the Work between Substantial
Completion and Final Completion, to an item entitled "Final Documentation and Punchlist
Completion," which will be paid as part of the final payment. This is not a statutory retainage.
9.2 Progress Payments. Based upon the Payment Application submitted to the
Housing Authority of Snohomish County (HASCO) by the Contractor, and after acceptance by a
HASCO Representative, HASCO will make percent complete progressive payments on account
of the Contract Sum to the Contractor as provided below and elsewhere in the Contract
Documents.
9.2.1 Draft Application. Within the first seven days of each month, the
Contractor shall submit to the Owner a draft application for Work performed during the prior
calendar month on a form approved by the Owner. This shall not constitute a payment
application. The Contractor, the Owner and the A/E shall meet within the next seven days and
confer regarding the current progress of the Work and the amount of payment to which the
Contractor is entitled. The Owner may require the Contractor to provide data substantiating the
Contractor's right to payment, such as copies of requisitions or invoices from Subcontractors.
The Contractor shall not be entitled to make a payment application, nor is any payment due the
Contractor, until such data is furnished.
9.2.2 Pa ment AVplieation. Within five days after the Contractor and the
Owner have met and conferred regarding the draft application, and the Contractor has furnished
all data requested, the Contractor may submit a Percentage Complete Application based on the
agreed -upon Draft Application for Payment for work performed during the prior calendar month.
"HASCO will provide the Application for Payment based upon the Percentage Complete Invoice
for work completed. When application for Payment is received by HASCO with signature and
notary from the Contractor no later than the first Monday of the week, HASCO will process for
payment no later than Friday of the same week. Among other things, the Application shall state
that prevailing wages have been paid in accordance with the pre -filed statement(s) of intent to
STANDARD FORM OF AGREEMENT 00500-12
pay prevailing wages on file with the Owner and that all payments due Subcontractors from
Owner's prior payments have been made. THE SUBMISSION OF THIS APPLICATION BY
THE CONTRACTOR CONSTITUTES A CERTIFICATION BY THE CONTRACTOR THAT
THE CONTRACT IS CURRENT ON THE PROGRESS SCHEDULE, unless otherwise noted
on the application. If the Contractor believes it is entitled to payment for Work performed
during the prior calendar month in addition to the agreed -upon amount, the Contractor may,
within the same five-day time period, submit to the Owner a separate written payment request
specifying the exact additional amount due, the category in the Schedule of Values in which the
payment is due, the specific Work for which the additional amount is due, and why the additional
payment is due.
9.2.3 Payments to Subcontractors. No payment request shall include amounts
the Contractor does not intend to pay to a Subcontractor. If, after making a application for
payment but before paying a Subcontractor for its performance covered by the payment
application, the Contractor discovers that part or all of the payment otherwise due to the
Subcontractor is subject to withholding from the Subcontractor for unsatisfactory performance,
the Contractor may withhold the amount as allowed under the subcontract, but it shall give the
Subcontractor and the Owner written notice of the remedial actions that must be taken as soon as
practicable after determining the cause for the withholding but before the due date for the
Subcontractor payment, and pay the Subcontractor within eight working days after the
Subcontractor satisfactorily completes the remedial action identified in the notice.
9.2.4 Interest. Payments due and unpaid under the Agreement shall bear interest
from the date payment is due and unpaid under the Contract Documents as specified by RCW
39.76.
9.3 Prevailing, Wages. Pursuant to RCW 39.12, the Contractor will not receive any
payment until the Contractor and all Subcontractors have submitted to the Owner a "Statement of
Intent to Pay Prevailing Wages". The statement must have the approval of the Industrial
Statistician of the Department of Labor and Industries before it is submitted to the Owner. The
Contractor and the respective Subcontractors shall pay all fees required by the Department of
Labor and Industries, including fees for the approval of the "Statement of Intent to Pay
Prevailing Wages." Approved copies of the "Statement of Intent to Pay Prevailing Wages" must
be posted where workers can easily read them.
9.4 Withheld Payments. Payments may be withheld on account of (1) defective Work
not remedied, (2) claims filed by third parties, (3) failure of the Contractor to make payments
properly to Subcontractors or for labor, materials, or equipment, (4) reasonable evidence that the
Work cannot be completed for the unpaid balance of the Contract Sum, (5) damage to the Owner
or another contractor, (6) reasonable evidence that the Work will not be completed within the
Contract Time and that the unpaid balance would not be adequate to cover actual or liquidated
damages for the anticipated delay, (7) failure to carry out the Work in accordance with the
Contract Documents, or (8) liquidated damages. When the Owner is going to withhold all or part
of a payment, the Owner will provide the Contractor, within eight working days after the
Owner's receipt of the Application for Payment, written notification of the reasons that all or part
STANDARD FORM OF AGREEMENT 00500-13
of the payment is being withheld and what remedial actions the Contractor must take to receive
the withheld amount.
9.5 Substantial Completion.
9.5.1 When Contractor believes the entire Work is Substantially Complete, it
shall notify Owner in writing. Substantial Completion is the Stage in the progress of the Work
when the construction is sufficiently complete, in accordance with the Contract Documents, so
that the Owner can fully utilize the Work (or the designated portion thereof) for the use for
which it is intended. All Work other than incidental corrective or punchlist work and final
cleaning shall have been completed. The Work is not Substantially Complete if any system or
part affected by the Work is not usable or if utilities affected by the Work are not connected and
operating normally. The fact that the Owner may use or occupy the Work or designated portion
thereof does not indicate that the Work is Substantially Complete, nor does such occupation toll
or change any liquidated damages due to the Owner.
9.5.2 Immediately before partial or complete occupancy, the Owner will
schedule an inspection tour of the area to be occupied. The Owner and/or A/E and Contractor
will jointly tour the area and record items still remaining to be finished or corrected. The
Contractor shall supply and install any items missed by the inspection but required or necessary
for Final Completion as a part of the Contract Sum, notwithstanding their not being recorded
during the inspection tour.
9.6 Final Payment. Pursuant to RCW 60.28, completion of the contract Work shall
occur after the Contractor has notified the Owner, and the Owner concurs, that the Work has
been concluded and the Contractor submits the items listed below to the Owner. The Owner's
governing body, or its designee, then formally accepts the Project ("Final Completion"). Final
Payment shall not become due until after Final Completion. The Contractor shall submit:
9.6.1 An affidavit that all payrolls, bills for materials and equipment, and other
indebtedness connected with the Work for which the Owner or its property might in any way be
responsible or encumbered, have been paid or otherwise satisfied;
9.6.2 Consent of surety, if any, to final payment;
9.6.3 Certificate evidencing that insurance required by the Contract Documents
to remain in force after Final Payment is currently in effect and will not be cancelled or allowed
to expire until at least 30 days' prior written notice has been given to the Owner;
9.6.4 A written statement that the Contractor knows of no substantial reason
why the insurance will not be renewable to cover the period required by the Contract
Documents;
9.6.5 Pursuant to RCW 39.12.040, an "Affidavit of Wages Paid" from the
Contractor and from each Subcontractor certified by the Industrial Statistician of the Department
of Labor and Industries, with the fees paid by the Contractor or Subcontractor;
STANDARD FORM OF AGREEMENT 00500-14
9.6.6 A certified statement that the Contractor has closed all necessary permits
or otherwise met the requirements of all governing jurisdictions related to this Project. This shall
include, without limitation, city and county. building departments, health districts, and utility
districts, with an attached copy of each of these closed or signed -off permits;
9.6.7 Pursuant to RCW 60.28.020, tax certificates from the Department of
Revenue;
9.6.8 Pursuant to RCW 50.24, a certificate from the Department of Employment
Security; and
9.6.9 All warranties, Operations and Maintenance ("O&M") Manuals,
guarantees, certificates, spare parts, specified excess material, and other documents or items
required by the Contract Documents.
9.7 If any Subcontractor of any tier refuses to furnish a release or waiver requested by
the Owner, the Owner may retain in the retainage fund, account, or escrow funds in such amount
as to defray the cost of foreclosing the liens of such claims and to pay attorneys' fees, the total of
which shall be no less than 150% of the claimed amount. If any such lien remains unsatisfied
after all payments are made, the Contractor shall indemnify the Owner for all moneys that the
Owner may be compelled to pay in discharging such lien, including all costs and reasonable
attorneys' fees.
9.8 Waivers.
9.8.1 Final Pa my ent by Owner. The making of Final Payment sJiall constitute a
waiver of claims by the Owner except those arising from (1) liens, claims, security interests, or
encumbrances arising out of the Agreement and unsettled; (2) failure of the Work to comply with
the requirements of the Contract Documents; or (3) terms of warranties required by the Contract
Documents or law.
9.8.2 Final Payment to Contractor. Acceptance of Final Payment by the
Contractor or a Subcontractor of any tier shall constitute a waiver of claims by that payee except
those previously made in writing and identified in writing as unsettled on the final application for
payment.
9.8.3 Change Orders. The execution of a Change Order shall constitute a
waiver of claims by the Contractor arising out of the Work to be performed or deleted pursuant
to the Change Order, except as specifically described in the Change Order. General reservations
of rights will be deemed waived and void.
9.9. Statutory Retainage.
9.9.1 Pursuant to RCW 60.28, the Owner will reserve a sum not to exceed 5%
as retainage from the moneys the Contractor earns on estimates during the progress of the Work,
STANDARD FORM OF AGREEMENT 00500-15
to be retained as a trust fund for the protection and payment of the claims of any persons arising
under the Agreement and the state with respect to taxes that may be due from the Contractor.
9.9.2 For contracts under $35,000 the OWNER does not need to notify the
Department of Revenue and may release the retainage after sixty (60) days to the extent there are
no lien claims against the retainage. Upon complete performance of contract by CONTRACTOR
and final approval and acceptance of Contractor's work and materials by owner, HASCO will
make final payment to CONTRACTOR of the balance due it under this contract in thirty (30) days
after HASCO has received a certificate from the Washington State Department of Revenue
certifying all taxed due or to become due are discharged; and the claims of materialmen and/or
laborers who have filed claims, together with the sums sufficient to defray the cost of foreclosing
the liens of such claims and attorneys' fees have been paid; and CONTRACTOR has submitted an
"Affidavit of Wages Paid" properly certifying the CONTRACTOR has paid all laborers prevailing
wages pursuant to Chapter 39.12 RCW.
9.9.3 The Contractor may retain payment of not more than 5% from the moneys
earned by any Subcontractor of any tier.
9.10 Warranty. The Contractor warrants and guarantees that title to Work, materials,
and equipment covered by an Application for Payment, whether incorporated in the Project or
not, will pass to the Owner not later than the time of payment, free and clear of liens. The
Contractor shall promptly pay (and secure the discharge of any liens asserted by) all persons
properly furnishing labor, equipment, materials, or other items in connection with the
performance of the Work (including, but not limited to, any Subcontractors). The Contractor
shall furnish to Owner such releases of claims and other documents as may be requested by
Owner from time to time to evidence such payment (and discharge). Owner may, at its option,
withhold payment, in whole or in part, to the Contractor until such documents are so furnished.
The Contractor shall indemnify and hold harmless the Owner from any liens, including all
expenses and attorneys' fees.
ARTICLE 10
PROTECTION OF PERSONS AND PROPERTY
10.1 The Contractor shall be responsible for all aspects of safety, including initiating,
maintaining, and supervising all safety precautions and programs in connection with the
performance of the Agreement. The Contractor shall take reasonable precautions for the safety
of, and shall provide reasonable protection to prevent damage, injury, or loss to, (1) employees
on the Work and other persons who may be affected thereby; (2) the Work and materials and
equipment to be incorporated therein; and (3) other property at the site or adjacent thereto.
10.2 The Contractor shall give notices and comply with applicable laws, ordinances,
rules, regulations, and lawful orders of public authorities bearing on safety of persons and
property and their protection from damage, injury, or loss. The Contractor shall promptly
remedy damage and loss to property at the site caused in whole or in part by the Contractor, a
Subcontractor of any tier, or anyone directly or indirectly employed by any of them, or by
anyone for whose acts they may be liable and for which the Contractor is responsible, except for
STANDARD FORM OF AGREEMENT OOSOO-16
damage or loss attributable to acts or omissions of the Owner or by anyone for whose acts the
Owner may be liable, and not attributable to the fault or negligence of the Contractor. The
foregoing obligations of the Contractor are in addition to the Contractor's obligations under
Paragraph 3.12.
10.3 The Contractor shall not be required to perform without its consent any Work
relating to polychlorinated biphenyl ("PCB") or asbestos.
ARTICLE 11
BONDS AND INSURANCE
11.1 Performance and Payment Bonds. For contracts over $100,000 the Contractor
shall secure from a surety company with a minimum A.M. Best rating of A-VII licensed to do
business in the State of Washington and shall pay for a surety performance and payment bond
pursuant to RCW 39.08 in the amount of the Contract Sum. The Bond shall remain in effect
until Final Completion, except as otherwise provided by law or regulation or by the Contract
Documents. Prior to execution of this Agreement, the Contractor shall deliver evidence of its
bondability to the Owner. Within ten (10) days after executing the Agreement, the Contractor
shall deliver the bond to the Owner. THE OWNER MAY DECLINE TO ENTER INTO THE
CONTRACT IF EVIDENCE OF BONDABILITY IS NOT RECEIVED. THE OWNER MAY
WITHHOLD ITS "NOTICE TO PROCEED" AND/OR PAYMENT TO THE CONTRACTOR
UNTIL SUCH SURETY BOND IS RECEIVED.
11.2 Contractor's Liability Insurance. Contractor shall purchase and maintain during
the life of this Agreement, at its own cost in a company or companies admitted to do business in
the State of Washington, with a minimum A.M. Best rating of A-VII and reasonably acceptable
to the Owner, an occurrence -based Commercial General Liability Insurance Policy and such
other insurance as will provide protection from claims set forth below which may arise out of or
result from Contractor's operations under the Contract Documents, whether to be performed or
furnished by Contractor, by any Subcontractor, by anyone directly or indirectly employed by any
of them to perform or furnish any of the Work, or by anyone for whose acts any of them may be
liable:
11.2.1 Claims under workers' or workmen's compensation, disability benefits
and other similar employee benefit acts, including Contingent Employers Liability (Stop Gap);
11.2.2 Claims for damages because of bodily injury, occupational sickness or
disease, or death of Contractor's employees;
11.2.3 Claims for damages because of bodily injury, sickness or disease, or death
of any person other than Contractor's employees;
11.2.4 Claims for damages insured by personal injury liability coverage which
are sustained (a) by any person as a result of an offense directly or indirectly related to the
employment of such person by Contractor, or (b) by any other person for any other reason.
STANDARD FORM OF AGREEMENT 00500-17
11.2.5 Claims for damages, other than to the Work itself, because of injury to or
destruction of tangible property wherever located, including loss of use resulting therefrom;
11.2.6 Claims arising out of operation of Laws or Regulations for damages
because of bodily injury or death of any person or for damage to property;
11.2.7 Claims for damages because of bodily injury or death of any person or
property damage arising out of the ownership, maintenance or use of any motor vehicle,
including coverage for Owned Motor Vehicles, Non -Owned Motor Vehicles and Hired or
Borrowed Motor Vehicles; and
11.2.8 Blanket Contractual Liability. The insurance required by this paragraph
11.2 shall be written on an occurrence basis, for not less than the following (or greater if required
by law):
11.2.8.1 Worker's Compensation
(a) State: Statutory
(b) Employer's Liability: $500,000
11.2.8.2 Comprehensive General Liability (including Premises -
Operations; Independent Contractor's Protective; Products and Completed Operations; Broad -
Form Property Damage):
$1,000,000 Each Occurrence.
two years after final payment.
and U coverages.
(a) Bodily Injury; Property Damage; Combined Single Limit:
(b) Products and Completed Operations to be maintained for
(c) Property Damage Liability Insurance shall provide X, C
11.2.8.3 Blanket Contractual Liability:
(a) Bodily Injury; Property Damage; Combined Single Limit;
$1.000,000 Each Occurrence.
11.2.8.4 Personal Injury, with Employment Exclusion Deleted:
$1,000.000 Each Occurrence.
11.2.8.5 Comprehensive Automobile Liability:
(a) Bodily Injury; Property Damage; Combined Single Limit:
$1,000,000 Each Occurrence.
STANDARD FORM OF AGREEMENT 00500-18
11.2.8.6 True umbrella coverage, which provides excess limits over
the primary layer and broader scope, in an amount not less than 1 000 000.
11.2.9 The Owner shall be named as an additional insured on such policies other
than State Workers Compensation. The Owner's specification or approval of this insurance or of
its amount shall not relieve or decrease the liability of the Contractor under the Contract
Documents or otherwise. Policies shall contain a provision that the Owner shall be given thirty
(30) days written notice by certified mail before cancellation of any insurance or reduction of the
amount thereof, or any alteration, modification or restriction thereto.
11.2.10 The comprehensive general liability insurance required by this
paragraph must include contractual liability insurance applicable to Contractor's obligations
under paragraph 3.12.
11.3 Property Insurance. Unless otherwise provided in the Contract Documents, the
Contractor shall purchase and maintain, in a company with a minimum A.M. Best Rating of A-
VII authorized to do business in the State of Washington, property insurance upon the Work at
the site to the full insurable value thereof (subject to such deductible amounts as may be
provided in the Contract Documents). This insurance shall include the interest of Owner,
Contractor, Subcontractors, A/E and A/E's consultants in the Work, all of whom shall be listed
as insureds or additional insured parties, shall insure against the perils of fire and extended
coverage and shall include "all risk" insurance for physical loss and damage including, without
duplication of coverage, theft, vandalism and malicious mischief, collapse and water damage,
and such other perils as may be provided in the Contract Documents, and shall include damages,
losses and expenses arising out of or resulting from any insured loss or incurred in the repair or
replacement of any insured property (including but not limited to fees and charges of engineers,
A/Es, attorneys, and other professionals). If not covered under the "all risk" insurance or
otherwise provided in the Contract Documents, Contractor shall purchase and maintain similar
property insurance on portions of the Work stored on and off the site or in transit when such
portions of the Work are to be included in an Application for Payment. The Owner shall bear no
responsibility for such portions of the Work or the consequences of their damage or loss.
11.5 Coverages are the minimum to be provided and are not limitations of liability
under the Contract, indemnification, or applicable law provisions. The Contractor may, at its
expense, purchase larger coverage amounts or additional insurance.
11.6 Waiver of Rights.
11.6.1 Owner and Contractor waive all rights against each other for losses and
damages caused by any of the perils covered and paid by the policies of insurance provided in
response to paragraphs 11.3 and 11.4 and any other property insurance applicable to the Work,
and also waive such rights against the Subcontractors, A/E, A/E's consultants and other parties
named as insureds in such policies for losses and damages so caused. Each subcontract between
Contractor and a Subcontractor will contain similar waiver provisions by the Subcontractor in
favor of Owner, Contractor, A/E, A/E's consultants and all other parties named as insureds.
STANDARD FORM OF AGREEMENT 00500-19
None of the above waivers shall extend to the rights that any of the insured parties may have to
the proceeds of insurance held by Owner as Trustee or otherwise payable under any policy so
issued.
11.6.2 Owner and Contractor intend that any policies provided in response to
paragraphs 11.3 and 11.4 shall protect the parties insured and provide primary coverage for
losses and damages caused by the perils covered thereby. Accordingly, such policies shall
contain provisions to the effect that in the event of payment of any loss or damage the insurer
will have no rights of recovery against any of the parties named as insureds or additional
insureds, and if the insurers require separate waiver forms to be signed by - .E or A/F,'s
consultant, Owner will obtain the same, and if such waiver forms are required of any
Subcontractor, Contractor will obtain the same.
I L7 Any insured loss under the policies of insurance required by paragraphs 11.3 and
11.4 will be adjusted with Owner and made payable to Owner as trustee for the insureds, as their
interests may appear, subject to the requirements of any applicable mortgage clause. Owner
shall deposit in a separate account any money so received and shall distribute it in accordance
with such agreement as the parties in interest may reach. If no agreement is reached, the
damaged Work shall be repaired or replaced, the moneys so received applied on account thereof,
and the Work and the cost thereof covered by an appropriate Contract Modification or Written
Amendment, or by a separate contract, at Owner's option.
ARTICLE 12
CORRECTION OF WORK
12.1 The Contractor shall promptly correct Work rejected or failing to conform to the
requirements of the Contract Documents at any time through a period of one year from the date
of Final Completion of the Agreement or by terms of a longer manufacturer's warranty or an
applicable special warranty required by the Contract Documents. The provisions of this Article
apply to Work done by Subcontractors of any tier as well as to Work done by direct employees
of the Contractor.
12.2 If the Contractor fails to correct Work that is not in accordance with the
requirements of the Contract Documents or fails to carry out the Work in accordance with the
Contract Documents, the Owner, by a written order, may order the Contractor to stop the Work,
or any portion thereof, until the cause for such order has been eliminated.
12.3 Nothing contained in this Article shall be construed to establish a period of
limitation with respect to other obligations that the Contractor might have under the Contract
Documents. Establishment of the time period of one year as described above relates only to the
specific obligation of the Contractor to correct the Work and has no relationship to the time
within which the obligation to comply with the Contract Documents may be sought to be
enforced, nor to the time within which proceedings may be commenced to establish the
Contractor's liability with respect to the Contractor's obligations other than specifically to
correct the Work.
STANDARD FORM OF AGREEMENT 00500-20
ARTICLE 13
MISCELLANEOUS PROVISIONS
13.1 Applicable Law. The Agreement shall be governed by the law of the State of
Washington without regard to its choice -of -law provisions.
13.2 Statutes. The Contractor shall abide by the provisions of all applicable
Washington statutes. The statutes referenced in the Contract Documents are not meant to be a
complete list and shall not be relied upon as such.
13.3 Contractor Registration. Pursuant to RCW 39.06, the Contractor shall be
registered or licensed as required by the laws of the State of Washington, including but not
limited to RCW 18.27.
13.4 Law Against Discrimination. Contractor shall comply with applicable provisions
of RCW 49.60 relating to public works..
13.5 Provisions for Aged and Handicapped Persons. Contractor shall comply with
applicable provisions of RCW 70.92 relating to public works.
13.6 Safety Standards. Contractor shall comply with applicable provisions of Chapter
296-155 WAC, "Safety Standards for Construction Work."
13.7 Unemployment Compensation. Pursuant to RCW 50.24 in general, and
RCW 50.24.130 in particular, the Contractor shall pay contributions for wages for personal
services performed under this Agreement or arrange for a bond acceptable to the Commissioner
of the Department of Employment Security.
13.8 Drug -Free Workplace. The Contractor and all Subcontractors shall fully comply
with all applicable federal, state, and local laws and regulations regarding drug -free workplace,
including the Drug -Free Workplace Act of 1988. Any person not fit for duty for any reason,
including the use of alcohol, controlled substances, or drugs, shall be removed immediately from
the Work.
13.9 Assignment. The Contractor shall not let, assign, or transfer this Agreement, or
any interest in it or part of it, without the written consent of the Owner.
ARTICLE 14
TERMINATION OF THE AGREEMENT
14.1 Termination for Cause by Contractor. If the Owner fails to make payment for a
period of 60 days through no fault of the Contractor, the Contractor may, upon seven additional
days' written notice to the Owner, terminate the Agreement and recover from the Owner
payment for all Work satisfactorily performed and for proven loss with respect to materials,
equipment, tools, and construction equipment and machinery, including Fees, if provided in the
Agreement, applicable thereto.
STANDARD FORM OF AGREEMENT 00500-21
14.2 Termination for Cause by Owner. The Owner may, upon seven days' written
notice to the Contractor, terminate (without prejudice to any right or remedy of the Owner) the
whole or any portion of the Work for cause, including, but not limited to, the following
circumstances:
14.2.1 the Contractor fails to prosecute the Work or any portion thereof with
sufficient diligence to ensure the Substantial Completion of the Work within the Contract Time;
14.2.2 the Contractor is in material default of, or materially breaches, any
provision of this Agreement;
14.2.3 the Contractor is adjudged bankrupt, makes a general assignment for the
benefit of its creditors, or if a receiver is appointed on account of its insolvency;
14.2.4 the Contractor fails to supply a sufficient number of properly skilled
workers or proper materials;
14.2.5 the Contractor fails to make prompt payment to Subcontractors or for
materials or labor; or
14.2.6 the Contractor disregards laws, ordinances, rules, regulations, or orders of
any public authority having jurisdiction.
14.3 Termination for Convenience by Owner. The Owner may, at any time upon ten
days' written notice to the Contractor, terminate (without prejudice to any right or remedy of the
Owner) the whole or any portion of the Work for the convenience of the Owner. The Owner
shall be liable to Contractor only for those costs reimbursable to Contractor in accordance with
the following plus ten percent of the actual costs recovered under this paragraph.
14.3.1 The amount due under Article 4 of this Agreement for the performance of
the Work terminated; and
14.3.2 Other pre -approved costs, consistent with paragraph 2.2, necessary and
reasonably incurred in connection with the termination of Work under this subparagraph.
The total sum to be paid to the Contractor under this Paragraph 14.3 shall not exceed the
Contract Sum as reduced by the amount of payments otherwise made, the price of Work not
terminated, and as otherwise permitted by this Agreement.
14.4 Effects of Termination.
14.4.1 Unless the Owner directs otherwise, after receipt of a Notice of
Termination from the Owner pursuant to Paragraph 14.2 or 14.3, the Contractor shall promptly:
STANDARD FORM OF AGREEMENT 00500-22
14.4.1.1 Stop Work under the Agreement on the date and as specified in
the Notice of Termination;
14.4.1.2 Place no further orders or subcontracts for materials, equipment,
services, or facilities, except as may be necessary for completion of any portion of the Work that
is not terminated;
14.4.1.3 Procure cancellation of all orders and subcontracts, upon terms
acceptable to the Owner, to the extent that they relate to the performance of Work terminated;
14.4.1.4 Assign to the Owner all of the right, title, and interest of the
Contractor under all orders and subcontracts, in which case the Owner shall have the right, in its
discretion, to settle or pay any or all claims arising out of the termination of such orders and
subcontracts;
14.4.1.5 With the Owner's approval, settle all outstanding liabilities and
all claims arising out of such termination of orders and subcontracts not assigned to the Owner;
14.4.1.6 Transfer title and deliver to the entity or entities designated by
the Owner the fabricated or unfabricated parts, Work in process, partially completed supplies and
equipment, materials, parts, tools, dies, jigs, and other fixtures, completed Work, supplies and
other material produced as part of, or acquired in connection with the performance of, the Work
terminated, and the completed or partially completed plans, drawings, information and other
property related to the Work;
14.4.1.7 Use its best efforts to sell any property of the types referred to in
subparagraph 14.4.1.6. The Contractor shall not be required to extend credit to any buyer, and
may acquire any such property under the conditions prescribed by and at a price or prices
approved by the Owner, and the proceeds of any such transfer or disposition may be applied in
reduction of any payments to be made by the Owner to the Contractor;
14.4.1.8 Take such action as may be necessary or as directed by the
Owner to preserve and protect the Work and property related to this Project in the possession of
the Contractor in which the Owner has an interest; and
14.4.1.9 Continue performance only to the extent not terminated.
14.4.2 In arriving at any amount due to the Contractor after termination, the
following deductions shall be made:
14.4.2.1 All unliquidated advance or other prior payments on account
made to the Contractor applicable to the terminated -portion of the Agreement;
14.4.2.2 Any claim that the Owner may have against the Contractor;
STANDARD FORM OF AGREEMENT 00500-23
14.4.2.3 An amount necessary to protect the Owner against outstanding or
potential liens or claims; and
14.4.2.4 The agreed price for, or the proceeds of sale of, any materials,
supplies, or other things acquired by the Contractor or sold, pursuant to the provisions of
subparagraph 14.4.1.7, and not otherwise recovered by or credited to the Owner.
14.4.3 If, and only if, the termination pursuant to Paragraph 14.3 is partial, the
Contractor may file a Claim for an equitable adjustment of the price or prices specified in the
Agreement relating to the continued portion of the Agreement. The Contractor must assert any
Claim for an equitable adjustment under this subparagraph within sixty (60) days after the
effective date of the Termination.
14.4.4 The Contractor shall refund to the Owner any amounts the Owner paid to
the Contractor in excess of costs reimbursable under Paragraph 14.3.
14.4.5 Except as otherwise provided in Paragraph 14.4, the damages and relief
from termination by the Owner specifically provided in Article 9 shall be the Contractor's sole
entitlement in the event of termination.
IN WITNESS WHEREOF, the parties have caused their duly authorized representatives
to execute this Agreement.
Owner:
Housing Authorfty of Snohomish Coun
By &XZ
(Signature)
Name: Duane Leonard
Title: Executive Director
KA19406\00521\JLG\JLG_K2014
Contractor:
NWIC
By A& -
(Sigi u ire)
Name: Gerald Haney
Title: President
STANDARD FORM OF AGREEMENT 00500-24
cr
14.4.2.3 An amount necessary to protect the Owner against outstanding or
potential liens or claims; and
14.4.2.4 The agreed price for, or the proceeds of sale of, any materials,
supplies, or other things acquired by the Contractor or sold, pursuant to the provisions of
subparagraph 14.4.1.7, and not otherwise recovered by or credited to the Owner.
14.4.3 If, and only if, the termination pursuant to Paragraph 14.3 is partial, the
Contractor may file a Claim for an equitable adjustment of the price or prices specified in the
Agreement relating to the continued portion of the Agreement. The Contractor must assert any
Claim for an equitable adjustment under this subparagraph within sixty (60) days after the
effective date of the Termination.
14.4.4 The Contractor shall refund to the Owner any amounts the Owner paid to
the Contractor in excess of costs reimbursable under Paragraph 14.3.
14.4.5 -Exceptas_otherwise provided in Paragraph 14.4, the damages and relief
from termination by the Owner specifically provided in Article 9 shall be the Contractor's sole
entitlement in the event of termination.
IN WITNESS WHEREOF, the parties have caused their duly authorized representatives
to execute this Agreement.
Owner:
Housing Authori of Snohoinish Coun
By
(Signature)
Name: Duane Leonard
Title: Executive Director
KA1 9406\00521ULGWLG K2014
Contractor:
NWIC
By —.�-
(SigI ire)
Name: Gerald Haney
Title: President
STANDARD FORM OF AGREEMENT 00500-24