2026-40-ITB-CAP-Bus Stop Improvements CoV & CC

Anticipated Sourcing Event Schedule Sourcing Event Issued: July 1, 2026 Pre-Bid Meeting: Not applicable Questions Due: July 8, 2026 @ 3:00 PM Sourcing Event Closes: July 15, 2026 @ 3:00 PM 2026-40 Bid Opening (Click for Teams Link: Meeting ID: 280 340 889 033 152; Passcode: HW6qz9ph) Board Award (if applicable): August 11, 2026 Contract Award: August 12, 2026 Contract Protest Period Ends: August 19, 2026 Notice to Proceed: August 20, 2026 The schedule referenced above is the tentative for this solicitation and is subject to change. SECTION 1 GENERAL INFORMATION 1.1 Introduction This Solicitation issued by the Clark County Public Transportation Benefit Area (dba C‑TRAN) is requesting bids from firms interested in Stop Improvements for the C-TRAN Fall Service Change. All requested information shall be submitted in the format required by the deadline stated in the sourcing event. Any responses received after the deadline will not be considered. This project is locally funded by C-TRAN. The contract to be let, therefore, is subject to the terms of the contract by C-TRAN. C-TRAN, at its sole discretion, reserves the right to cancel this solicitation or reject any and all bids submitted or to waive any minor formalities if the best interests of C-TRAN would be served. The Contract will be awarded to the Bidder submitting the lowest total price meeting C-TRAN specifications. The Bidder shall also be deemed responsive and responsible. If the lowest Bidder is found to be non-responsive or non-responsible, its bid will be rejected, and the next lowest Bidder will be evaluated for responsiveness and responsibility. 1.2 Agency Background C‑TRAN is a municipal corporation of the State of Washington governed by a board of elected officials. C‑TRAN provides transit services throughout its specified service area boundaries in Clark County, Washington, and to Portland, Oregon. C‑TRAN’s service area population is approximately 451,875 persons in an area of 143 square miles. In 2025, C‑TRAN’s total ridership equaled approximately 5,208,217 passengers. 1.3 Nondiscrimination C-TRAN, in accordance with Title VI of the Civil Rights Act of 1964, 78 Stat. 252, 42 USC 2000d to 200d-4, and Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation issued pursuant to such Act, hereby notifies all Bidders that it will affirmatively ensure that in regard to any contract entered into pursuant to this ITB, minority business enterprises will be afforded full opportunity to submit a bid in response to this request and will not be discriminated against on the grounds of race, color, sex, or national origin in consideration for an award. 1.4 Cooperative Purchasing - RESERVED 1.5 Procurement Protest Procedure Bidders or third parties who can demonstrate a substantial economic interest may protest C-TRAN’s decision regarding the below: (1) A provision of the ITB; and (2) Contract Award All communication concerning a protest shall be in writing and will be open for public inspection. The following timelines apply when submitting a protest: Protests regarding pre-bid actions shall be filed no later than seven (7) days before bid opening or closing date for the receipt of bids. Protests regarding alleged improprieties apparent upon bid due date shall be filed no later than five (5) days after the bid due date. Protests regarding Contract Award shall be filed no later than five (5) days after Contract Award by C‑TRAN’s Board of Directors or notice of apparent successful bidder, whichever is earlier. Copies of C-TRAN’s protest procedures may be requested from the Procurement Specialist at procurement@c-tran.org. SECTION 2 GENERAL REQUIREMENTS 2.1 E-Bidding Platform C-TRAN uses Workday Strategic Sourcing (WSS) as its electronic bidding (e-bidding) platform for all sourcing events. To access this sourcing event, visit https://c-tran.public-portal.us.workdayspend.com and create or log in to your bidder account. All sourcing event documents, including this ITB and any related materials, are uploaded and available for download directly through the WSS platform. Bidders are responsible for monitoring WSS throughout the solicitation period for any updates, addenda, or notifications. Questions must be submitted through the WSS Messaging Center. C-TRAN's preferred method for receiving bids and all documents is electronically through the WSS platform. For price/cost bid, please use BOTH A-8 2026-40 Bid Form (Excel Workbook) and the embedded pricing form within WSS. The WSS embedded Bid Form will be used to read the bid price into the opening record. C-TRAN will accept hard copy bid as outlined in Section 2.2, however, C-TRAN WILL NOT accept email or faxed copies. Bidders who experience technical difficulties accessing WSS or completing the embedded pricing form must contact the C-TRAN Procurement Department through the WSS Messaging Center or email procurement@c-tran.org prior to the submission deadline. Technical difficulties will not be accepted as grounds for a late submission. 2.2 Inquiries on ITB Questions on this ITB should be addressed via the Messaging Center Board of the sourcing event through WSS. C‑TRAN’s Procurement Staff shall be the single point of contact during the entire solicitation process until Contract Award. Contact with other C‑TRAN personnel, committee members, and/or consultants during the solicitation process is prohibited. Questions and requests for information per the deadline specified in the schedule. 2.3 Submittal of Bids Preferred Method – Workday Strategic Sourcing (WSS) C-TRAN's preferred method of bid submission is through the Workday Strategic Sourcing (WSS) platform. Bidders are strongly encouraged to submit electronically through WSS. Important WSS platform notice: WSS does not release submitted bids to the agency until after the submission deadline has passed. All bids remain sealed and inaccessible to C-TRAN until the deadline, ensuring the integrity of the competitive process. Bidders should allow sufficient time for upload, as late electronic submissions will not be accepted regardless of the reason. File naming convention for WSS uploads: All electronically signed forms or scanned wet signature forms will be accepted electronically as an upload to the WSS platform. [RFP/ITB Number] — [Firm Name] — [Document Name] (example: 2026-30 — Acme Engineering — A-1 General Information) All files must be in PDF format unless otherwise specified in this RFP. Do not include password protection on any uploaded files. For file upload issues or requests for additional upload pages, contact the Sourcing Event Manager through the WSS Messaging Center. Accepted Method – Hard Copy C-TRAN will accept bid submission via hard copy (mail or hand delivered) by no later than the submittal deadline. Hardcopies are noted with the date and time of receipt as recorded by the C-TRAN Administrative Assistant upon delivery and will remain unopened until the submittal deadline. Late bids will be returned to sender unopened. Hard copies shall be submitted as a packet in the same format as outlined in Section 2.2 Preferred Method. One (1) copy plus an electronic drive shall be provided. They shall be mailed to the following address: C-TRAN Procurement ATTN: 2026-40-ITB-CAP-Fall Service Stop Improvements 10600 NE 51st Circle Vancouver, WA 98682 C-TRAN is not responsible for delays in mail delivery. 2.4 Addendum C‑TRAN reserves the right to make any changes in the ITB as deemed appropriate. Any and all changes shall be made by written addendum, which shall be issued by C‑TRAN via the sourcing event. It is the sole responsibility of the Bidder to learn of Addenda, if any. Such information may be obtained via the sourcing event. C-TRAN accepts no responsibility or liability and will provide no accommodation to bidders who fail to check for addendum and submit inadequate or incorrect responses. 2.5 Validity Period The bid shall be considered current and a valid offer and may not be withdrawn for a period of 90 consecutive calendar days following the opening of bids, unless the Bidder is given written notice that its bid is unacceptable, or unless the award of contract is delayed for a period exceeding 60 calendar days. 2.6 Modification of Bid A modification of a bid already received will be considered only if the modification is received prior to the time announced for submitting bids. Written modifications shall be executed and submitted in the same form and manner as the original bid. 2.7 Rejection of Bids C-TRAN reserves the right to reject any and all bids. Reasons for rejection include, but are not limited to, nonresponsive bid, incomplete, obscure, irregular, or impose modifying conditions, any bid which omits any one or more items on which bids are required; any bid which omits unit prices, if required; any bid in which, in the opinion of C-TRAN, the unit prices are unbalanced. Any bid that is not signed by an authorized representative will be deemed non-responsive and be rejected accordingly. Each Bidder shall be notified if all bids are rejected. In addition, C-TRAN reserves the right to waive any minor informalities of this call if the interest of C-TRAN would be served. 2.8 Award of Bids Award of the Contract shall not be made until all required approvals have been obtained including, but not limited to, formal award of this Contract by C-TRAN’s Board of Directors (if applicable) and evaluation of the bids has been completed. C-TRAN shall make a Contract Award by written or electronic notice, within the time for acceptance specified in the bid or an extension and to the responsible Bidder whose bid, conforming to the invitation, is the lowest priced. Contract Award notification will include the contract document (see Sample Contract incorporated as part of the attachments within the sourcing event) for execution by the Bidder. C-TRAN may elect to issue multiple awards dependent upon equipment availability. 2.9 Equal bids In the event that two (2) or more bids shall be equal in all respects, C-TRAN reserves the right to make the award by drawing lots between such Bidders. C-TRAN may elect to award more than one contract under this sourcing event. 2.10 Conformance to Specifications All bidders must conform to the final approved specifications. The furnished product must be of first quality, and the workmanship must be the best obtainable in the various trades. 2.11 Compliance All equipment, components, and services provided shall be in complete compliance with all applicable federal, state, and local laws, regulations, and ordinances. 2.12 Title Contractor shall warrant to C-TRAN, its successors, and assignees that the title to the material, supplies, and/or equipment covered by the Contract, when delivered to C-TRAN or its successors or assignees, shall be free from all liens and encumbrances. 2.13 Examination of Documents Bidders must thoroughly examine and be familiar with the Bid Documents including but not limited to, the Solicitation, Technical Specifications, Contract, Drawings, Addenda (if any), and any other material referenced or incorporated herein. Submission of a Bid constitutes acknowledgement upon which C-TRAN may rely that the Bidder has thoroughly examined and is familiar with the Bid Documents. The Bidder’s failure or neglect to receive or examine any of the Contract Documents, statutes, ordinances, regulations, and permits will in no way relieve the Bidder from any obligations with respect to the Bid or any resulting Contract. 2.14 Inspection of Supplies and Workmanship All supplies or workmanship shall be subject to inspection and testing by C-TRAN to the extent practicable and in any event prior to acceptance by C-TRAN. In case of defective material, workmanship, or nonconformity to this Contract, C-TRAN shall have the right either to reject them or require their corrections. SECTION 3- EVALUATION OF BIDS 3.1 Omissions and Unapproved Substitutions No bid may be conditioned in whole or in part on the revision or omission of any requirement provision in any part of the bid documents. In addition, no bid may be based on any unapproved substitution for an item specified in the bid documents or any other requirement or provision not contained in the bid documents. Such bids shall be considered nonconforming and may be rejected accordingly. 3.2 Alterations Any addition, limitation, or provision attached to the Bid may render it nonresponsive and cause its rejection. Alteration may not be made by erasure; interlineations must be initialed in ink by the party signing the bid. 3.3 Conditional or Alternative Bids Conditional bids, or those which take exception to these specifications, will be considered non-responsive and will be rejected. Alternate bids will not be considered, except as specifically stated in the specifications or Addendum. 3.4 Responsiveness C-TRAN will consider all materials submitted by the Bidder to determine whether the offer is in full compliance with all Contract documents. 3.5 Responsibility In accordance with RCW 39.04.350, before award, the Bidder must meet the following Bidder responsibility criteria to be considered a responsible Bidder. The Bidder may be required to provide C‑TRAN documentation demonstrating compliance with the criteria. The Bidder must: Have a current certificate of registration as a Contractor in compliance with Chapter 18.27 RCW, which must have been in effect at the time of Bid Submittal; Before award of Contract, have a current Washington Unified Business Identifier (UBI) number; Subcontractors utilized for the project specialized in the following classes of work shall be verified in accordance with RCW 39.06.010 and 39.12.065(3) (public works): Electrical Elevator (Not applicable to this Project) Plumbing Before Award of Contract, if applicable: Have Industrial Insurance (workers’ compensation) coverage for the Bidder’s employees working in Washington, as required in Title 51 RCW; Have a Washington Employment Security Department reference number, as required in Title 50 RCW; Have a Washington Department of Revenue state excise tax registration number, as required in Title 82 RCW; and Certify that no willful violations of labor laws in reference to RCW 49.48.082 have been made. Before award of Contract, have received training on the requirements related to public works and prevailing wage under Chapter 39.04 and Chapter 39.12 RCW or otherwise be exempt from such requirement. At the time of Award of Contract, not be disqualified from bidding on any public works Contract under RCW 39.06.010 or 39.12.065(3). 3.6 Liability and Insurance The Contractor shall maintain insurance coverage as specified in Section 5.19 of the C-TRAN General Conditions. Certificates of Insurance with C-TRAN named as additional insured shall be submitted as a post-bid submittal per Section 3.8. 3.7 Workers’ Compensation The Contractor shall maintain Workers' Compensation insurance as specified in Section 5.19.1 of the C-TRAN General Conditions. 3.8 Required Submittals Pre-Bid Submittals Bidders must complete and provide the following submittals as required as part of this solicitation. All forms must be fully completed, signed, and notarized, if applicable. Failure to submit the complete and signed forms listed will result in your Bid being deemed nonresponsive. A-1 General Information A-2 Affidavit Concerning Conflicts of Interest A-3 Certification Regarding Ineligible Contractors (WA State) A-4 Non-Collusion Affidavit A-5 Addenda Acknowledgement A-6 Subcontractors List (If you are not using subcontractors enter NA in the first Company/Firm Name Line, sign, and submit) A-7 Public Works_Compliance with Wage Statutes A-8 Bid Form submitted in Excel AND the total bid price entered in WSS Bid Form (See Bid Form Instructions below) Bid Bond Each bid shall be accompanied by a certified or cashier's check drawn on a solvent bank, or a Bid bond issued by a corporate surety authorized to transact such business in the State of Washington. The Bid bond or certified or cashier's check shall be in the amount of five (5) percent of the total Bid amount. Such deposits of all Bidders will be held by C-TRAN until all Bids submitted have been reviewed, and the Bids either have been rejected in whole or in part or the award of the Contract has been made and a duly executed Contract has been received by C-TRAN. Certified or Cashier's checks shall be received no later than the bid opening date and be mailed or delivered to the address in Post-Bid Submittals below. Bid Bonds may be uploaded to the WSS sourcing event as an attachment. Bid Form Instructions: A Bid Form excel workbook is provided as an attachment within the WSS sourcing event. Bidders shall complete all fields in the Bid Form workbook, including lump sum unit prices for each stop location, unit prices for change order reference, and all mobilization and traffic control amounts. The completed workbook shall be uploaded to the WSS sourcing event as a supplemental attachment using the file naming convention specified in the workbook's instructions. Separately, Bidders shall complete the WSS embedded Total Bid Price Worksheet by entering the Total Bid Amount as a single line item. Do not enter individual stop prices in the WSS embedded worksheet — only the Total Bid Amount. If there is a discrepancy between the Total Bid Amount entered in the WSS embedded worksheet and the Bid Form workbook, the WSS embedded Total Bid Price Worksheet prevails, as it is the figure recorded at bid opening. Post-Bid Submittals Certificate of Insurance with C-TRAN named as additional insured. Copy of Business License Copy of Contractor Registration Intents Filed through LNI Portal Payment and Performance Bond or Retainage of 10% will be required. All Cashiers or Certified Checks will be mailed or delivered to the address below. Bid-Bonds may be uploaded to the WSS portal as an attachment. Performance and Payment Bonds may be emailed to the Procurement and Contracts Administrator after award. C-TRAN Attention: Procurement (2026-40) 10600 NE 51st Circle Vancouver, WA 98682 3.9 Incorporated Attachments A. C-TRAN Contract Template B. Tech Specs & Service Stop Worksheets (C-TRAN Drawings) If the successful Bidder to whom the Contract has been awarded refuses to execute the Contract within 14 calendar days after the Award of the Contract, the amount of the bond may be forfeited to and retained by C-TRAN as liquidated damages for neglect or refusal and not as a penalty. The amount of the Bid guarantee shall not constitute a limitation upon C‑TRAN’s right to recover any additional damages C-TRAN may suffer due to such failure. SECTION 4 TECHNICAL SPECIFICATIONS 4.1 Background C-TRAN is improving accessibility systemwide by constructing new bus stops and improving existing stops within its service area. C-TRAN is seeking Bids for Concrete Pouring for Bus Stops to construct new stops and improve existing stops within the City of Vancouver and Clark County. 4.2 Scope of Work C-TRAN seeks qualified Bidders to provide pricing with concrete pouring in the following locations. Interested Bidders shall be aware that work will be done near active roadways. C-TRAN requires the successful bidder to reference the specifications in the attached Exhibits. The following locations will require concrete pouring: City of Vancouver 26030: Andresen & Fourth Plain – 5 ft x 28 ft concrete pad, embedded pole 26038: Burton 7700 Block – 5.5 ft x 25 ft concrete pad, embedded pole 26039: Burton 7700 Block – 10 ft x 15 ft & 10 ft x 8 ft concrete pads, embedded pole 26040: Fort Vancouver Way 1200 Block – 5 ft x 15 ft concrete pad, embedded pole 26042: Andresen & Mill Plain – 4 ft x 28 ft concrete pad, embedded pole 26056: SE 7th Street & 116th Avenue – 3.5 ft x 10 ft concrete pad, embedded pole 26062: Burton & 90th Avenue – 5 ft x 6 ft concrete pad, embedded pole Clark County 26006: NE 137th Avenue & 91st Street – 6.5 ft x 3.5 ft crushed gravel pad 26007: NE 137th Avenue & 84th Street – 6 ft x 6.5 ft crushed gravel pad 26031: Hazel Dell Avenue & 76th Street – 5 ft x 28 ft concrete pad, embedded pole 26032: NW 9th Avenue & 99th Street – 3.5 ft x 15 ft concrete pad & wing wall, embedded pole 26033: Hazel Dell Avenue 7400 Block – 7.5 ft x 25 ft concrete pad, embedded pole 26035: Covington Road & 101st Avenue – 4 ft x 8 ft concrete pad, embedded pole 26036: Covington Road & 100th Avenue – 4 ft x 8 ft concrete pad, embedded pole 26037: Covington Road & 76th Street – 2 ft x 6 ft concrete pad, embedded pole 26043: NW 99th Street & 16th Avenue – 3.5 ft x 6 ft concrete pad, embedded pole 26045: NW 21st Avenue & 99th Street – 4 ft x 8 ft concrete pad, embedded pole 26046: NW 36th Avenue & 129th Street – 3.5 ft x 6 ft concrete pad, embedded pole 26047: NW 139th Street & 2nd Street – 4 ft x 8 ft concrete pad, embedded pole 26048: NW 139th Street at Skyview High School – 6 ft x 20 ft concrete pad & wing wall, embedded pole (C-TRAN is waiting for final contract agreement. Please include in price, but it may be deleted from SOW after award.) 26052: NW 99th Street & 9th Avenue – 3.5 ft x 15 ft concrete pad & wing wall, embedded pole 26053: NW 119th Street 2100 Block – 4 ft x 8 ft concrete pad, embedded pole 26054: Bliss Road & 26th Avenue – 3 ft x 8 ft concrete pad, embedded pole 26061: NW 36th Avenue & McCann Road – 5 ft x 8 ft concrete pad, embedded pole Bidder not responsible for shelter, seating, or garbage can installation. 4.3 On-Site Work Hours As a public transportation agency conducting 24-hour continuous operations, the Project Site may be active with ongoing traffic. Bidders shall take all precautions to mitigate traffic interruption. Work hours shall align with the permitting jurisdiction. 4.4 Permitting The Bidder shall, at its sole expense, secure and maintain all necessary traffic control plan approvals and utility clearances. The Bidder shall be responsible for preparing all applications, coordinating with the respective jurisdictions or regulatory agencies, and paying any associated fees. No extension of time or additional compensation will be granted for delays resulting from the Contractor's failure to timely apply for or secure the required permits. The Bidder shall provide copies of any secured permits to the C-TRAN prior to the commencement of any physical work at the affected bus stop locations. 4.5 Time of Completion All work under the contract shall be fully completed by September 30, 2026. 4.6 Term of Contract The term of this contract shall be from issuance of Notice to Proceed through November 30, 2026. 4.7 Modifications Any bids by Bidders that vary or add to the bidding or contract documents shall be construed as additional terms or modifications and shall not become part of the bid or contract unless accepted in writing. Notice is hereby given of C-TRAN’s objection to such additional terms or modifications unless they are specifically accepted in writing by C-TRAN. Any proposed changes shall be submitted to the appropriate public body for its prior approval. This Contract shall not be altered, changed, or amended except by an instrument in writing executed by the parties hereto. Any changes in the scope of work or compensation shall be mutually agreed upon between C-TRAN and the Contractor as outlined below. The C-TRAN CEO may at any time, by a written order and without notice to the sureties, make changes within the general scope of the final contract as related to this bid document in the list of work described in the sourcing event. Increases or decreases in compensation shall be allowed for such changes in work according to the method defined in the “Terms of Payment” section. Any claim by the successful Bidder for adjustment under this clause must be asserted within 30 days of the date of receipt by the successful Bidder of the notification of change, provided, however, that if the C‑TRAN CEO decides that the facts justify such action, C-TRAN may receive and act upon any such claim asserted at any time prior to final payment under the Contract. The Contractor shall not assign, transfer, convey, sublet, or otherwise dispose of the subsequent Contract or the Contractor’s right, title, or interest in or to the same or any part thereof without previous consent in writing of the C-TRAN CEO endorsed thereon or attached thereto. 4.8 Terms of Payment C-TRAN will pay to the Contractor, at the times and in the manner herein provided, the price(s) set forth in the Contract for the work furnished pursuant to the contract documents, and the Contractor agrees to accept said sum(s) as full and final payment for all labor, materials, supplies, equipment, transportation, overhead, profit, taxes, duties, and charges of any nature incurred by Contractor in performing its obligations under the Contract or arising there from. Upon completion of work specified in the Contract, the Contractor shall submit an original invoice detailing the quantity and material supplied. 4.9 Availability of Funds C-TRAN has adequate funds to meet its obligations under this Agreement during the current fiscal year and intends to maintain this Agreement for the full period set forth. C-TRAN has no reason to believe that lack of funding will render it unable to fulfill the financial commitment due under the terms of this Agreement. It shall be understood that the availability of funds depends upon varied sources, including maintenance of tax levies and other governmental funding. If C-TRAN, at any time, fails to have adequate funds to provide all or a portion of the service described in this Agreement, the obligations under this Agreement are suspended on the date the vendor is notified of such occurrence. The suspended obligations will become binding and enforceable from the date adequate funds are appropriated, regardless of the funding source. 4.10 Choice of Law This Contract shall be governed by the laws of the State of Washington, and any action brought in regard hereto shall be brought in Clark County, Washington. Should any legal action, litigation or arbitration become necessary, the non-prevailing party shall pay any and all fees. 4.11 Prohibited Interest C-TRAN’s officers, employees, agents, or any family members of same shall neither solicit nor accept gratuities, favors, or anything of monetary value from Contractors, potential Contractors, or parties to sub-agreements. Additionally, no member, officer, or employee of C‑TRAN during his/her tenure or one (1) year thereafter shall have any interest, direct or indirect, in this Contract or the proceeds thereof. 4.12 Independent Contractor The Contractor shall be deemed an independent Contractor for all purposes, and the employees of the Contractor or any of its Contractors, subcontractors, and the employees thereof shall not in any manner be deemed to be employees of C-TRAN. As such, the employees of the Contractor, its contractors, and subcontractors, shall not be subject to any withholding for tax, social security, or other purposes by C-TRAN, nor shall such Contractor, subcontractor or employee be entitled to sick leave, pension benefits, vacation, medical benefits, life insurance, workers’ or unemployment compensation or the like from C-TRAN. 4.13 Indemnification The Contractor shall indemnify, keep, and save harmless C-TRAN, its agents, officials, and employees, against all suits or claims that may be based on any injury to persons, including Contractor’s employees, or damages to property that may occur in the course of the performance of the Contract by the Contractor, whether or not it shall be claimed that the injury or damage was caused by the negligence of C-TRAN, its officers, employees, or agents. Contractor shall, at its own expense, defend any and all such claims, including but not limited to, payment of all charges of attorneys and all costs and other expenses arising there from or incurred in connection therewith; and if any judgment shall be rendered against C-TRAN in any such action, the Contractor shall, at its own expense, satisfy and discharge the same. If the injured claimant is one (1) of Contractor’s employees, Contractor agrees to waive its immunity under the Industrial Insurance Act, Title 51 RCW. This indemnification clause has been mutually negotiated by Contractor and C-TRAN. 4.14 Duty to Inform If at any time during the performance of this Contract or at any time in the future, Contractor becomes aware of actual or potential problems, fault, or defect in the project, any nonconformance with any contract document or federal, state, or local law, rule, or regulation or has any objection to any decision or order made by C-TRAN, Contractor shall give prompt written notice thereof to C-TRAN. Any delay in or failure on the part of C-TRAN to provide a written response to Contractor shall neither constitute agreement with or acquiescence to Contractor’s statement or claim, nor constitute a waiver of any of C‑TRAN’s rights. 4.15 Notices and Communications All notices required to be given under the contract shall be in writing and may be delivered personally or by regu­lar, registered, or certified mail to C‑TRAN’s Contract Manager as specified in the Contract. 4.16 Defective or Damaged Work and Damages If any work is delivered incomplete or contains any defective or damaged parts, said parts shall be removed and new parts shall be furnished. The new parts furnished, including transportation charges for the same, plus the labor for the removal of said parts, shall be free of all costs to C-TRAN. If C-TRAN finds it necessary to perform any work on any equipment which should have been done by the Contractor within the intent of these specifications, the Contractor agrees to reimburse C-TRAN all costs incident thereto, including materials, labor, and overhead. If the Contractor shall fail to comply promptly with any order by C-TRAN to repair, replace or correct damaged or defective work, then the C-TRAN CEO shall, upon written notice to the Contractor, have the authority to deduct the cost thereof from any compensation due or become due to the Contractor. All loss or damage arising from any unforeseen obstructions or difficulties, either natural or artificial, which may be encountered in the prosecution of the work or the furnishing of the supplies, materials, or equipment, or from any action of the elements prior to the final acceptance of the work of or the supply of materials or equipment or from any act or omission not authorized by the Contract or by the Contractor or any agent or person employed by the Contractor, shall be sustained by the Contractor. Acceptance of any equipment or components shall not release the Contractor from liability for faulty workmanship or materials appearing, even after the final payment has been made. C‑TRAN reserves the right and shall be at liberty to inspect all materials and workmanship at any time during the manufacturing process and shall have the right to reject all materials and workmanship which do not conform to the specifications. However, C-TRAN is under no duty to make such inspection and if no such inspection is made, the Contractor shall not be relieved of any obligation to furnish materials and workmanship strictly in accordance with specifications. 4.17 Warranty of Work The Contractor warrants to C-TRAN that all materials and equipment furnished under this Contract will be of the highest quality and new unless otherwise specified by C-TRAN, free from faults and defects and in conformance with the Contract Documents. All work not so conforming to these standards shall be considered defective. If required by the Project Manager, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. The work furnished must be of first quality and the workmanship must be the best obtainable in the various trades. The work must be of safe, substantial and durable construction in all respects. The Contractor hereby guarantees the work against defective materials or faulty workmanship for a minimum period of three (3) years after final payment by C-TRAN and shall replace or repair any defective materials or equipment or faulty workmanship during the period of the guarantee at no cost to C-TRAN. SECTION 5 C-TRAN GENERAL CONDITIONS 5.1 General Provisions 5.1.1 Definitions Completion Dates Substantial Completion The day C-TRAN (or C-TRAN’s Representative) determines C‑TRAN has full and unrestricted use and benefit of the facilities, both from an operational and safety standpoint, all initial plantings are completed and only minor incidental work, replacement of temporary substitute facilities, plant establishment periods or correction of repair remains for the Physical Completion of the total Contract. Final Completion The day the Work is fully completed and all the obligations of the Contractor under the Contract are fulfilled by the Contractor. All documentation required by the Contract and required by law must be furnished by the Contractor before establishment of the date. Contract The Contract Documents form this Contract for Construction. The Contract represents the entire and integrated Agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Construction Manager and Contractor, (2) between the Owner and a Subcontractor regardless of tier or (3) between any persons or entities other than C-TRAN and the Contractor. The Construction Manager shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Construction Manager’s duties. Contract Time Contract time is the period of time allotted in the Contract Documents from Notice to proceed to date of Substantial Completion of the Work. The only adjustments thereto are by Change Order. Contractor The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The term “Contractor” means the Contractor or the Contractor’s authorized representative. Day The term “day” as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. Drawings The Drawings are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing the design, location, and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. Lower-Tier Subcontractor A lower-tier Subcontractor is a person or entity who has a direct or indirect Contract with a Subcontractor to perform a portion of the Work at the site. The term “lower-tier Subcontractor” is referred to throughout the Contract Documents as if singular in numbers and means a lower-tier Subcontractor or an authorized representative of the lower-tier Subcontractor. Notice to Proceed The Notice to Proceed is the notice from Owner to Contract that defines the date on which the Contract Time begins to run. The date shall not be postponed by the failure to act of the Contractor or of persons or entities for which the Contractor is responsible. Owner The Owner of this project is C-TRAN (“C-TRAN” or “Owner”) which is governed by its Board of Directors (“Board”). Product Data Product data is illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. Project The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner or by separate Contractors. Samples Samples are physical examples, which illustrate materials, equipment, and workmanship and establish standards by which the Work will be judged. Shop Drawings Shop drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some point of the Work. Specifications The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards and workmanship for the Work, and performance of related services. Subcontractor 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. The term “subcontractor” is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the subcontractor. The term “subcontractor” does not include a separate Contractor or subcontractors of a separate Contractor. Supplier A supplier is a person or entity who has a direct or indirect Contract with the Contractor or a subcontractor of any tier to furnish materials or equipment to be incorporated in the Work. Work The term “Work” means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, transportation, 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. 5.1.2 Execution, Correlation, and Intent The Contract Documents shall be signed by C-TRAN and Contractor as provided in the Agreement. By executing this Contract, Contractor represents and acknowledges that it has carefully examined the Contract Documents and the Project Site and that it has satisfied itself as to, and Contractor does hereby assume full and sole responsibility for: 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 this Contract, as well as the conditions and other matters that may be encountered at the Project Site or affect the 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, utilities and fire protection; availability and condition of streets; climatic conditions and seasons; physical conditions at the Project Site and surrounding locality; other construction work planned for the area and required coordination therewith; potentially applicable governmental laws, requirements and permits; potential water and air pollution conditions; topography and ground surface conditions; and equipment and facilities needed preliminary to and at all times during the performance of the Work. Claims for additional compensation or extensions of time because of the failure of the Contractor to so examine the Contract Documents, Project site, local conditions and potentially applicable laws, regulations and permits and to familiarize itself therewith will not be allowed. 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 (1) shall be as binding as if required by all. Work not covered in the Contract Documents will be required if it is reasonably inferable as being necessary to produce the results intended by the Contract Documents for a completed project to the level of quality consistent with the nature and standard of such Work required by the Contract Documents. In the case of inconsistency, conflicts or discrepancies among the Contract Documents, the more stringent requirement shall take precedence unless waived in writing by C‑TRAN. The more stringent requirement shall be interpreted so that the higher quantity, better quality, or more costly Work be provided in accordance with C-TRAN interpretation. Organization of the specifications into divisions, sections and articles, and arrangement of Drawings are for convenience only and shall not be construed as nor imply a division of the Work among Subcontractors nor establish the extent of Work to be performed by any trade. The Contractor shall be responsible for the division of Work and for coordinating the allocation of Work among its Subcontractors and suppliers. Unless otherwise stated in the Contract Documents, words which have well-known technical, or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. 5.2 Order of Precedence In the event of any conflict or inconsistency between any of the Contract Documents, the conflict or inconsistency shall be resolved according to the following hierarchy of documents, with each document governing those listed below it: Service Stop Worksheets C-TRAN Drawings Invitation to Bid Document Addenda Bid Form(s) C-TRAN Contract 5.3 Use of Drawings, Specifications, and Other Documents The Drawings, Specifications and other documents are instruments through which the Work to be executed by the Contractor is described. The Contractor may retain one (1) Contract record set. Neither the Contractor nor any Subcontractor, Sub-subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications, and other documents. The Drawings, Specifications and other documents and copies thereof furnished to the Contractor, are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, Sub-subcontractor 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 C‑TRAN. The Contractor, Subcontractors, Sub-subcontractors and material or equipment suppliers are granted a limited license to use and reproduce applicable portions of the Drawings, Specifications and other documents appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this license shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications, and other documents. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of copyright or other reserved rights. 5.3.1 Capitalization Terms capitalized in these General Conditions include those which are specifically defined herein. 5.3.2 Interpretation In the interest of brevity, the Contract Documents frequently omit modifying words such as “all” and “any” and articles such as “the” and “an,” but the fact that a modifier or an article is absent from one (1) statement and appears in another is not intended to affect the interpretation of either statement. No oral representation prior to Bid concerning the Work by C-TRAN or its representatives shall alter or limit in any way the Contractor’s responsibilities under this Contract, including, but not limited to, obligations to carefully inspect the site of the Work and thoroughly examine and be familiar with the Contract Documents and applicable government regulations and permits pertaining to the Work. 5.4 Owner 5.4.1 Authority C-TRAN shall designate a representative(s) (“Representative”), who shall be an employee or agent of C‑TRAN, to act on its behalf. Unless specifically limited by C-TRAN, its Representative(s) shall have at their discretion, complete authority to transmit instruction, receive information, to interpret and define C‑TRAN’s policies and decisions with respect to the Work, and to approve Construction Change Directives. The Chief Executive Officer shall retain the final decision on acceptance of the Contract and approval of any proposed Change Orders. C-TRAN’s Representative for this Project is Contract Manager Kory Liedtke. 5.4.2 Information and Services Required of the Owner C-TRAN shall furnish surveys describing legal limitations for the site of the Project, and a legal description of the site upon written request of the Contractor. Information or services under C-TRAN’s control which are required to be furnished to the Contractor under the terms of this Agreement shall be furnished by C-TRAN with reasonable promptness to avoid delay in orderly progress of the Work. Upon request, the Contractor will be furnished free of charge up to ten (10) copies, if available, of Drawings and Specifications from copies returned to Owner from the bidding procedure, including up to ten (10) copies of revised Drawings, Addenda, or Supplementary drawings. Additional sets beyond those readily available to C-TRAN will be furnished at the cost of reproduction and delivery. The foregoing are in addition to other duties and responsibilities of C-TRAN enumerated herein and especially those in respect to Section 5.14 (Construction by Owner or by Separate Contractors), Section 5.17 (Payments and Completion) and Section 5.19 (Indemnification and Insurance). 5.4.3 Owner’s Right to Stop the Work If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents as required by Subsection 5.21.2 or fails to carry out Work in accordance with the Contract Documents, C-TRAN, by written order signed personally or by an agent specifically so empowered by C‑TRAN in writing, 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 C‑TRAN to stop the Work shall not give rise to a duty on the part of C-TRAN to exercise this right for the benefit of the Contractor or any other person or entity. Owner will exercise the right to stop work only if Contractor’s performance deviates from the requirements of the Contract Documents in a material way that is damaging to the interests of C-TRAN as determined by C-TRAN. 5.4.4 Owner’s Right to Carry Out the Work If the Contractor defaults or neglects to carry out the work in accordance with the Contract Documents and fails within a seven (7) day period after receipt of written notice from C-TRAN to commence and continue correction of such default or neglect with diligence and promptness, C‑TRAN may, without prejudice to other remedies C‑TRAN may have, correct such deficiencies. In the event such deficiencies threaten the health or safety of Owners, employees, or exist within 14 calendar days of the date on which C-TRAN is scheduled to begin to operate the Project, C‑TRAN may proceed to correct such deficiencies with such notice to the Contractor as is reasonable under the circumstances, which notice shall not exceed 48 hours. When C-TRAN 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 additional services and expenses made necessary by such default, neglect or failure; and the amounts charged to the Contractor are subject to the prior review of C-TRAN as to decisions and amounts charged. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall promptly pay the difference to C-TRAN within 30 days. 5.4.5 Suspension of Work Owner may, at any time and without cause and without liability suspend the Work or any portion thereof for a period of not more than 90 days by notice in writing to Contractor, which will fix the date on which Work will be resumed. Contractor shall resume the Work on the date so fixed. In the exercise of C-TRAN’s right to carry out the Work, C-TRAN shall have the right to use C‑TRAN’s own forces or hire another Contractor, with or without public bid, to carry out such Work. 5.5 Contractor 5.5.1 Review of Contract Documents and Field Conditions by Contractor The Contractor shall promptly and carefully study and compare the Contract Documents with each other and with information furnished by C-TRAN pursuant to Subsection 5.4.1 and shall at once report to the Construction Manager and to C-TRAN any errors, inconsistencies, or omissions discovered. Prior to and during the execution of the Work, the Contractor shall check all Drawings, Specifications, and job conditions and shall immediately notify the Construction Manager and C-TRAN in writing of any errors, discrepancies, conflicts, or omissions found therein and have the same explained or corrected by the Construction Manager before proceeding with the Work. Work wrongly ordered, fabricated, or constructed by the Contractor without such notification shall be corrected by the Contractor at its own expense. The Contractor shall perform no portion of the Work at any time without appropriate Contract Documents or, where required, approved Shop Drawings, Product Data or Samples for such portion of the Work. The Contractor shall take field measurements and verify field conditions and shall carefully compare such field measurements and conditions and other information known to the Contractor with the Contract Documents before commencing activities. Errors, inconsistencies or omissions discovered shall be reported to C-TRAN at once. The Contractor shall notify the Construction Manager and C-TRAN in writing of materials, systems, procedures or methods of construction, either shown on the Drawings or specified, of which it has knowledge, experience or other information which supports the conclusion that they are incorrect, inadequate, obsolete or unsuitable for the purpose intended and the basis therefor. The Construction Manager will make a determination of these matters in writing. The Contractor shall perform the Work in accordance with the Contract Documents and approved submittals. Investigation of subsurface conditions on the site have been made for design purposes. The results of such investigations are available at the Construction Manager’s office for the convenience of the prospective Bidders and the Contractor, but are not to be considered a part of the Contract Documents. There is no guarantee, either express or implied, that the conditions indicated are representative of those existing throughout the site, or that unforeseen developments may not occur. If conditions are encountered which are (1) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then the Contractor shall give written notice to C-TRAN and the Construction Manager promptly before conditions are disturbed but no later than three (3) days after first observance of such conditions. If feasible, within ten (10) days after such notice, the Contractor shall submit any proposed changes to the Contract Sum and/or Contract Time. 5.5.2 Supervision and Construction Procedures 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 safety of the Work Site, for construction means, methods, techniques, sequences, and procedures, for determining and providing the appropriate manpower, and for protecting and coordinating all portions of the Work under the Contractor, unless the Contract Documents give other specific instructions concerning these matters. The Contractor shall be responsible to C-TRAN for acts and omissions of the Contractor’s employees, Subcontractors and their agents and employees, and other persons performing portions of the Work under a Contract with the Contractor. The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Construction Manager in the Construction Manager’s administration of the Contract, or by tests, inspections or approvals required or performed by persons other than the Contractor. The Contractor shall be responsible for inspection of portions of Work already performed under this Contract to determine that such portions are in proper condition to receive subsequent Work. In performing the Work, the Contractor shall comply with all applicable federal, state, and local laws and regulations including, but not limited to, the following: Chapter 18.27 RCW relating to Contractor’s registration. Chapter 19.27 RCW relating to the State Building Code. Chapter 27.44 RCW relating to Indian graves. Chapter 27.53 RCW relating to archaeological sites. RCW 28A.210.310 relating to use of tobacco products. RCW 28A.400.330 prohibiting use of employees of Contractor with crimes against children. Chapter 39.06 RCW relating to Contractor’s registration. Chapter 39.08 RCW relating to Contractor’s bonds. Chapter 39.12 RCW relating to prevailing wages. RCW 39.30.060 relating to Submittal of names of subcontractors based on contracts with a value over $1,000,000. Chapter 49.17 relating to industrial safety and health. Chapter 49.26 RCW relating to asbestos. Chapter 49.28 RCW relating to hours of labor. Chapter 49.60 RCW relating to discrimination. Chapter 49.70 RCW relating to hazardous materials. Chapter 50.24 relating to unemployment compensation; and Chapter 70.92 RCW relating to the provisions for the aged and physically disabled. The foregoing list is provided only as a courtesy to the Contractor, and C-TRAN has not thereby undertaken any obligation to provide legal advice to the Contractor. C-TRAN makes no representation as to the currency, accuracy, or completeness of the list. 5.5.3 Labor and Materials Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for a sufficient labor force and shall provide and pay for materials, equipment, tools, construction equipment and machinery, water, heat, communications, utilities, transportation, hauling arrangements and other facilities and services necessary for proper and timely execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. After the Contract has been executed, C-TRAN may consider a formal request from the Contractor for the substitution of products in place of those specified only under exceptional conditions. Whether or not to grant such request shall be entirely subject to C-TRAN’s discretion. By making requests for substitutions, the Contractor: Represents that the Contractor has personally investigated the proposed substitute product and determined that it is equal or superior in all respects to that specified. Represents that the Contractor will provide the same or greater warranty for the substitution that the Contractor would provide for that specified. Certifies that the cost data presented is complete and includes all related costs under this Contract and waives all claims for additional costs related to the substitution which subsequently become apparent. Will coordinate the installation of the accepted substitute, making at Contractor’s sole cost such changes as may be required for the Work to be complete in all respects; and Shall pay for all the Construction Manager’s reasonable and necessary fees in reviewing the proposed substitution and reviewing any resulting changes to the Work. The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit or insubordinate persons or persons not skilled in tasks assigned to them. The Contractor shall take all reasonable steps to prevent any labor disputes involving the Contractor and any of its Subcontractors or suppliers of any products or services from: Disrupting the work under this Contract. Interfering with access to C-TRAN’s property by C-TRAN, including its agents, representatives, employees and officials. Interfering with access and work by any other Contractors engaged in construction activities; and Interfering with access to property by invitees or licensees of C-TRAN. In the event any picketing or other activity by employees involved in a labor dispute with the Contractor or its Subcontractors or suppliers interferes in any way with access to C-TRAN’s property or to the Site of the Work by any persons, the Contractor shall promptly and expeditiously take all reasonable actions to eliminate or minimize such interference, including but not limited to: Utilizing all reasonable means of restricting any picketing to a single entrance to the property or site of the Work. Posting notices or signs which advise interested persons and labor organizations that a particular entrance to the property or site of the Work is for the employees of “primary” or, as the case may be “neutral” employers. Policing entrances. Notifying all interested labor organizations of the “primary” or “neutral” status of particular entrances; and In the event any such picketing or concerted activity is unlawful or has a secondary impact upon the employees of neutral employers, promptly and expeditiously taking appropriate action to seek recourse through the appropriate governmental agency or state or federal courts to limit the location of such picketing so as to reduce the impact thereof upon neutral employers. C‑TRAN will cooperate with the Contractor to accomplish the foregoing actions and will render assistance as may be in the best interests of C-TRAN. However, C-TRAN shall have the right to direct the Contractor to modify any of the foregoing actions the Contractor has taken or plans to take or to overrule such actions, to designate the entrances to be used as “primary” or “neutral” entrances, and to take appropriate legal action in order to protect C-TRAN’s property and interests. In any event, the Contractor shall be liable for all costs, including costs to C-TRAN, and actual damages resulting from the relocation, rerouting, delays, or actions required to maintain the uninterrupted progress of the work. Failure by the Contractor to take the actions described above or to comply with the directives of C‑TRAN shall be considered a material breach of this Contract and C-TRAN may terminate the Contract or suspend the Contractor as provided in this Contract. Whenever Contractor has knowledge of any actual or potential labor dispute which may in any way affect, delay or arise in connection with or as a result of the performance of this Contract, Contractor will immediately notify and submit relevant information to Owner. 5.5.4 Wages and Benefits This Contract is subject to the wage and hour requirements of RCW 39.12 and RCW 49.28 (as amended or supplemented). The Contractor, each subcontractor and other person doing any Work under this Contract shall pay laborers, workmen, or mechanics not less than the prevailing rate of wage for an hour’s work in the same trade or occupation in the locality within the State of Washington where such labor is performed. Wages and benefits higher than the minimums required by law may be paid. It is the Contractor’s sole responsibility to determine the wage rates it will actually have to pay. In the event rates of wages and benefits change while this Contract is in force, the Contractor shall bear the cost of such changes and shall have no claim against C‑TRAN on account of such changes. No claim for additional compensation will be allowed which is based upon a lack of knowledge or a misunderstanding of any such requirements by the Bidder/Contractor or a failure to include in the Bidder’s bid price adequate increases in such wages over the term of this Contract. All determinations of the state prevailing rate of wage shall be made by the Industrial Statistician of the Department of Labor and Industries of the State of Washington. The schedule of prevailing wage rates as determined by the Industrial Statistician for the locality or localities where this Contract will be performed are by this reference made a part of this Contract. The State of Washington prevailing wage rates applicable for this Project, which is located in Clark County, may be found at the following website address of the Department of Labor and Industries: https://lni.wa.gov/licensing-permits/public-works-projects/prevailing-wage-rates/ Based on the Bid Submittal deadline for this Project, the applicable effective date for the prevailing wage rates for this Project is July 15, 2026. If employing labor in a class not listed in such schedule, the Contractor shall request the Industrial Statistician to determine the correct wage rate for that class and locality. In case any dispute arises as to what the prevailing rates of wages for work of a similar nature are and such dispute cannot be adjusted by the parties involved, the matter shall be referred to the Director of the Department of Labor and Industries of the State of Washington for arbitration, and the Director's decision therein shall be final and conclusive and binding on all parties involved in the dispute. The Contractor, each Subcontractor and other person required to pay the prevailing rate of wage shall post in a location readily visible to workers at the job site: (1) a copy of the statement of intent to pay prevailing wages approved by the Industrial Statistician of the Department of Labor and Industries under RCW 39.12.040; and (2) the address and telephone number of the Industrial Statistician of the Department of Labor and Industries where a complaint or inquiry concerning prevailing wages may be made. Apprentice workmen employed hereunder for whom an Apprenticeship Agreement has been registered and approved with the State Apprenticeship Council pursuant to Chapter 49.04 RCW must be paid at least the prevailing hourly rate for an apprentice for that trade. Any workman for whom an Apprenticeship Agreement has not been registered and approved by the State Apprenticeship Council shall be considered to be a fully qualified journeyman, and, therefore, shall be paid at the prevailing hourly rate for journeymen. Pursuant to RCW 39.12 the Contractor and each Subcontractor from the Contractor or a Subcontractor shall submit the following documents to C-TRAN: Before payment is made by C-TRAN, the Contractor and each Subcontractor shall submit a “Statement of Intent to Pay Prevailing Wages” which has been approved by the Industrial Statistician of the Department of Labor and Industries. Following final acceptance of the Work and before final payment is released to the Contractor, the Contractor and each Subcontractor shall submit an “Affidavit of Wages Paid” which has been approved by the Industrial Statistician of the Department of Labor and Industries. Any fees charged by the Department of Labor and Industries for filing the “Statement of Intent to Pay Prevailing Wages” and the “Affidavit of Wages Paid” shall be paid by the Contractor and each Subcontractor, as applicable. The Contractor shall make all payments required for unemployment compensation under Title 50 RCW and for Industrial Insurance and medical aid required under Title 51 RCW. The Contractor shall also obey all federal, state, and local laws, ordinances, and regulations establishing safety standards for the protection of employees. If any payment required by Title 50 or Title 51 is not made when due, C‑TRAN may retain such payments from any money due the Contractor and pay the same into the appropriate fund. The Public Works Contract Division of the Department of Labor and Industries will provide the Contractor with applicable Industrial Insurance and medical aid classification and premium rates. Before release of any funds retained according to RCW 60.28.010, the Contractor shall complete a “Request for Release” form and submit such form to the Department of Labor and Industries for approval for the purpose of obtaining a release with respect to the payments of Industrial Insurance and medical aid premiums. Such approved form shall be submitted to C-TRAN. Pursuant to RCW 49.28.010, eight (8) hours of labor shall constitute a legal day’s work. The Contractor or any Subcontractor shall not require more than eight (8) hours of labor in a day from any person employed in the performance of the Work under this Contract except as may otherwise be allowed by law. Failure of the Contractor to perform the work in accordance with the hours of labor policies of the State of Washington shall be deemed a failure on their part to comply with the provisions of this Contract. Subject to applicable laws and governmental permits, overtime and extra shift work may be established as a regular procedure by the Contractor with reasonable advance written notice to both the Construction Manager and C-TRAN. Notice must be given a minimum of 72 hours prior to the start of overtime and shift work. The additional cost of Work performed after regular working hours shall be borne by the Contractor. No claim for additional compensation shall be allowed for failure of Bidder/Contractor to include in the bid price adequate reserves for overtime work. 5.5.5 Workmanship The Contractor warrants to C-TRAN that materials and equipment furnished under the Contract will be of good quality and new unless otherwise specifically required or permitted by the Contract Documents, that the Work will be of good quality and free from faults or defects and that the Work will conform to the requirements of the Contract Documents. The standard of care for any Work performed, by or under the direction of the Contractor, shall be the care and skill ordinarily used by members of the trades of professions practicing under similar conditions, as the same time and locality. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. If required by the Construction Manager, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. This warranty is not limited by the provisions of Subsection 5.18.2 and does not abrogate any warranty or guarantee that may be imposed by law or that may be otherwise provided by the Contractor. Warranty work shall remedy defective Work, resultant damage to other Work and include any incidental work related to or required for proper correction. 5.5.6 Supervision The Contractor shall employ a competent Superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The Superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. Important communications shall be similarly confirmed on written request in each case. The Contractor’s Superintendent shall remain on the job at all times during progress of the Work until the date of substantial completion as determined pursuant to Section 5.17.7. The Contractor shall give the name of the Superintendent to C-TRAN at the time of execution of the Contract. The Superintendent shall not be changed without the approval of C-TRAN, which shall not be unreasonably withheld. The Superintendent shall not be employed on any other project during the course of the Work. Pay apps that show the superintendent's time as a billable cost will be rejected as this is not permissible. The Contractor shall employ a Project Manager and/or designee who shall be assigned to the Project to monitor the progress of the Work. The Project Manager shall be familiar with the quality control aspects of projects similar to the Project. The Project Manager shall review initial pay draw requests for consistency with the project schedule of values. The Project Manager shall not be changed without the approval of C-TRAN, which shall not be unreasonably withheld. C-TRAN reserves the right, after discussing the issue with the Contractor, to require the Contractor to replace a Superintendent, Project Engineer, Project Manager, jobsite (phased project) safety person, or other jobsite personnel if C-TRAN determines that such replacement is in the best interests of the Project. C-TRAN shall exercise such right in a reasonable manner. C‑TRAN shall be entitled to exercise the same rights concerning any replacement. 5.5.7 Contractor’s Construction Schedules The Contractor, in accordance with the time limit stated in the specifications, shall prepare and submit for C-TRAN’s and Construction Manager’s information a Contractor’s time-scaled, cost and resource loaded (to include manpower, materials, and equipment) Critical Path Method (CPM) construction schedule for the Work. The initial and any revisions of the Project Schedule shall be submitted to C‑TRAN and Construction Manager preferably in digital format (C-TRAN will accept paper format). The schedule shall not exceed time limits current under the Contract Documents and shall be: Updated monthly to show progress; Revised at appropriate intervals as required by the conditions of the Work and Project; Related to the entire Project, including work to be performed by others such as utilities and Owner’s subcontractors and inspectors; and Provide for expeditious and practicable execution of the Work. The Contractor may list for its convenience milestone dates in addition to dates of completion specified in the Contract Documents. However, such milestone dates shall be labeled “For Contractor’s Information Only.” Review by C-TRAN or Construction Manager of the Contractor’s Progress Schedule shall not constitute approval or acceptance of the Contractor’s schedules, means, methods, sequencing, or milestone dates or Contractor’s ability to complete the Work in a timely manner. Owner shall not process Contractor’s second pay application until the baseline CPM Construction Schedule is submitted and approved in writing by Owner. The Contractor shall prepare and keep current, for the Construction Manager’s approval, a schedule of submittals which is coordinated with the Contractor’s construction schedule and allows the Construction Manager reasonable time for appropriate review. The Contractor shall perform its work according to the schedule it submits to C-TRAN and shall conform its Work to the Contractor’s most recent schedule. The schedule shall not indicate more than one (1) critical path. Float time indicated in the Contractor’s schedule shall be for the joint use and benefit of C-TRAN and Contractor. The Contractor shall prepare a Schedule of Values, which is coordinated with the Contractor’s construction schedule. The Schedule of Values serves to break down the Contract Sum in sufficient detail to facilitate continued evaluation of payment requests and progress reports. The Schedule of Values shall indicate at least five (5) percent shall be earned through performance of Contract closeout and punch list activities. The Contractor shall earn said amounts only when said tasks are fully completed; no payments shall be earned for partial completion of said tasks. Said five (5) percent is for closeout and punch list activities and is distinct and different from statutory retainage. Covered areas (where applicable), building demolition and hazardous materials abatement shall be indicated separately. Line items shall correspond with categories required by C-TRAN, which shall at least include the divisions of work listed in the Table of Contents in the Specifications and any additional requirements imposed by a third-party governmental entity with authority. 5.5.8 Documents and Samples at the Site The Contractor shall maintain at the site for C-TRAN one (1) record copy of the Drawings, Specifications, Addenda, Change Orders, and other Modifications, in good order and marked currently to record Addenda, changes and selections made during construction, and in addition approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Construction Manager and Owner during the course of the Work. The location of all existing or new underground piping, valves, and utilities, as located during the course of construction, shall be appropriately marked until the actual field location dimensions and coordinates are incorporated on the record drawings. Upon completion of the Work, the Contractor shall certify that the record documents reflect complete and accurate “as‑built” conditions and shall deliver the documents as well as the approved permit set of plans in good condition to the Construction Manager for submittal to C-TRAN in accordance with the provisions of the Contract Documents. Satisfactory maintenance of up‑to‑date record drawings will be a requirement for approval of progress payments. These shall be delivered to the Construction Manager for submittal to C-TRAN upon completion of the Work. Prior to Final Acceptance, Contractor shall deliver to Construction Manager one Record Set indicating all changes on reproducible media. 5.5.9 Shop Drawings, Product Data, Samples, and Request for Information Shop Drawings, Product Data, Samples, and other similar submittals are not Contract Documents. The purpose of their Submittal is to demonstrate for those portions of the Work for which Submittals are required the way the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents. Review by the Construction Manager is subject to the limitations of Subsection 5.4.1. By approving and submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contractor represents that the Contractor has determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. Corrections required to bring Shop Drawings into conformance with the intent of the Contract Documents shall not be cause for extension of time or cost. The Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Construction Manager’s review of Shop Drawings, Product Data, Samples or similar Submittals unless the Contractor has specifically informed the Construction Manager and Owner in writing of such deviation at the time of submittal and C-TRAN has given written approval to the specific deviation. The Contractor shall not be relieved of responsibility for errors or omissions in the Shop Drawings, Product Data, Samples, or similar submittals by the Construction Manager’s review thereof. Any corrections or modifications to Shop Drawings made by the Construction Manager shall be deemed accepted by the Contractor, without change in Contract Sum or Time, unless the Contractor provides the Construction Manager with written notice before commencing any Work from such Shop Drawings. The Contractor shall make all corrections requested by the Construction Manager and provide a corrected Submittal without change in Contract Sum or Contract Time unless it deviates from Contract Documents. The Contractor shall direct specific attention, in writing or on resubmitted shop drawings, product data, samples or similar submittals to revisions other than those requested by the Construction Manager on previous submittals. Informational submittals upon which the Construction Manager is not expected to take responsive action may be so identified in the Contract Documents. When professional certification of performance criteria of materials, systems or equipment is required by the Contract Documents, the Construction Manager shall be entitled to rely upon the accuracy and completeness of such calculations and certifications. The Contractor shall make any required corrections and shall resubmit the required number of corrected shop drawings, samples, or Submittals. Resubmittals necessitated by required corrections shall not be a cause for extension in time. 5.5.10 Use of Site The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents and shall not unreasonably encumber the site or areas adjacent to the site with materials, equipment, or debris. Damage to areas of the Site not scheduled for Work shall be remedied, repaired, or replaced at Contractor’s expense. The Contractor shall coordinate all of its operations with and secure approval of C-TRAN before using any portion of the site. 5.5.11 Cutting and Patching The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit together properly. The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of C-TRAN or separate Contractors by cutting, patching, or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by C‑TRAN or a separate Contractor except with written consent of C-TRAN and of such separate Contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from C-TRAN or a separate Contractor the Contractor’s consent to cutting or otherwise altering the Work. Existing structures and facilities, including but not limited to buildings, utilities, topography, streets, curbs, and walks, that are damaged or removed due to excavations or other construction work, shall be patched, repaired or replaced by the Contractor to the satisfaction of C-TRAN of such structures and facilities, and governmental authorities having jurisdiction. In the event the governmental authorities require that the repairing and patching be done with their own labor and/or materials, the Contractor shall abide by such regulations, and it shall pay for such Work. 5.5.12 Cleaning Up The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor’s tools, construction equipment, machinery and surplus materials and shall perform all cleaning necessary to make premises ready for occupancy and use. The Contractor shall submit, and if approved by Owner, follow a waste management/recycle program. If the Contractor fails to clean up as provided in the Contract Documents, C-TRAN may do so and the cost thereof shall be charged to the Contractor. 5.5.13 Access to Work The Contractor shall provide C-TRAN access to the Work in preparation and progress wherever located. 5.6 Taxes The Washington State Department of Revenue (DOR) has issued special rules on the state sales tax; this Section is meant to clarify those rules. C-TRAN will not adjust its payment if the Contractor bases their Bid on a misunderstood tax liability. All other applicable taxes which the Contractor is required to pay, excepting State and local retail sales taxes as specified above, shall be included in its proposed prices for the work under this Contract. No adjustment will be made in the amount to be paid by C‑TRAN under this Contract because of any misunderstanding by the Bidder/Contractor as to its liability for or the amount of any taxes or because of any increases in tax rates imposed by any federal, state, or local government. 5.6.1 State Sales Tax: WAC 458-20-171 – Use Tax For work designated as Rule 171, Use Tax, the Contractor shall include for compensation the amount of any taxes paid in the various bid prices or other contract amounts. Typically, these taxes are collected on materials incorporated into the project and items such as the purchase or rental of tools, machinery, equipment, or consumable supplies not integrated into the Project. 5.6.2 State Sales Tax: WAC 458-20-170 – Retail Sales Tax For Work designated as Rule 170, Retail Sales Tax, the Contractor shall collect from C‑TRAN, Retail Sales Tax on the Contract Price for that Work. C-TRAN will automatically add this Retail Sales Tax to each payment to the Contractor for this Work. Typically, these taxes are collected on items such as the purchase or rental of tools, machinery, equipment, or consumable supplies not integrated into the Project. Such sales taxes shall be included as a line item under the subtotal for this Work. 5.7 Permits, Fees, and Notices Contractor shall secure and pay for all permits and governmental fees, licenses and inspections necessary for the proper execution and completion of the Work, including Occupancy Permit, which are customarily secured after execution of the Contract and which are legally required for and during the prosecution of the Work and the subsequent warranty period. 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. If the Contractor observes that the Contract Documents are not in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations or that portions of the Contract Documents are at variance therewith, the Contractor shall promptly notify the Owner in writing, and necessary changes shall be accomplished by appropriate Modification. If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Owner, the Contractor shall assume full responsibility for such Work and shall bear the attributable costs, including, but not limited to, fines, penalties, and interest. 5.8 Royalties, Patents, Copyrights, and Other Intellectual Property The costs involved in fees, royalties or claims for any patented invention, article, process or method, or any copyright or other intellectual property right that may be used upon or in a manner connected with the Work under this Contract or with the use of completed work by C‑TRAN shall be paid by the Contractor. The Contractor and its sureties shall protect and hold Owner together with its officers, agents, and employees, harmless against any and all demands made for such fees or claims brought or made by the holder of any such right. Before final payment is made on the account of this Contract, the Contractor shall, if requested by C-TRAN, furnish acceptable proof of a proper release from all such fees or claims. Should the Contractor, their agent, servants or employees, or any of them be enjoined from furnishing or using any invention, article, material or appliances, or any copyrighted item or other item of intellectual property supplied or required to be supplied or used under the Contract, the Contractor shall promptly substitute other articles, materials or appliances in lieu thereof of equal efficiency, quality, finish, suitability, and market value, and satisfactory in all respects to C-TRAN and Construction Manager. In the event that C-TRAN elects, in lieu of such substitution, to have supplied and to retain and use any such invention, article, material or appliances, or any copyrighted item or other item of intellectual property as may be required to be supplied by the Contract, the Contractor shall pay such royalties and secure such valid licenses as may be requisite and necessary for C-TRAN, its officers, agents, servants and employees, or any of them to use such invention, article, material or appliance, or any copyrighted item or other item of intellectual property without being disturbed or in any way interfered with by any proceeding in law or equity on account thereof. Should the Contractor neglect or refuse to make the substitution promptly or to pay such royalties and secure such licenses as may be necessary, then in that event C-TRAN shall have the right to make such substitution or C‑TRAN may pay such royalties and secure such licenses and charge the Contractor even though final payment under the Contract may have been made. 5.9 Administration of the Contract 5.9.1 Construction Manager’s Assistance in Administration of the Contract C-TRAN may have a Construction Manager to assist in administration of the Contract as described in the Contract Documents, and may, as specifically authorized by C-TRAN, serve as C‑TRAN’s representative (1) during construction, (2) until final payment is due and (3) from time to time during the correction period described in Subsection 5.21.2. The Construction Manager will advise and consult with C-TRAN. The Construction Manager may have authority to act on behalf of C-TRAN only to the extent provided in the Contract Documents or the Agreement between C-TRAN and the Construction Manager, unless otherwise modified by written instrument in accordance with other provisions of the Contract Documents. The Authority of the Construction Manager is separate from that of C‑TRAN’s Representative. The Construction Manager will visit the site at intervals appropriate to the stage of construction to become familiar with the progress and quality of the completed Work and to determine in general if the Work is being performed in a manner indicating that the Work, when completed, will be in accordance with the Contract Documents. On the basis of on-site observations Construction Manager will keep C-TRAN informed of progress of the Work and will use its best efforts to guard C-TRAN against defects and deficiencies in the Work. The Construction Manager shall not exercise prerogatives or perform duties in a manner that will increase the cost of construction or increase construction time without Owner’s prior written approval. It is the Contractor’s responsibility to inform Owner, in writing, of direction by the Construction Manager that may affect Contract Sum or Contract Time prior to proceeding with that Work. The Construction Manager will not have control over or charge of and will not be responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor’s responsibility as provided in Subsection 5.5.2. The Construction Manager will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, subcontractors, or their agents or employees, or of any other persons performing portions of the Work. Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized, C-TRAN and Contractor shall endeavor to communicate through the Construction Manager. Communications by and with subcontractors and material suppliers shall be through the Contractor. Communications by and with separate Contractors shall be through C-TRAN. Additionally, the Contractor shall PROVIDE C-TRAN WITH A DIRECT COPY OF ALL IMPORTANT WRITTEN COMMUNICATIONS TO THE CONSTRUCTION MANAGER, including all notices, claims, and potential changes in the Contract Sum or time. Based on the Construction Manager’s observations and evaluations of the Contractor’s Applications for Payment, the Construction Manager will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. The Construction Manager will have the authority to reject Work which does not conform to the Contract Documents. If the Contractor disputes the rejection of any Work and the correction thereof shall involve additional costs or time, the Contractor shall inform C-TRAN of the correction in writing and it shall be C-TRAN’s option to accept such Work whether it is conforming or nonconforming. C‑TRAN will not exercise this option with respect to nonconforming Work that the Construction Manager certifies as presenting a threat to the durability of the building, a threat to human health or life, or that violates any applicable code requirement. Whenever the Construction Manager considers it necessary or advisable for implementation of the intent of the Contract Documents, the Construction Manager will have authority to require additional inspection or testing of the Work in accordance with the Contract, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Construction Manager nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Construction Manager to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons performing portions of the Work. The Construction Manager will review and take appropriate action upon the Contractor’s Submittals such as Shop Drawings, Product Data and Samples, but only for the limited purposes of checking for conformance with information given and the design concept expressed in the Contract Documents. The Construction Manager’s action will be taken with such reasonable promptness as to cause no delay in the Work or in the activities of C-TRAN, Contractor or separate Contractors, while allowing sufficient time in the Construction Manager’s professional judgment to permit adequate review. Review of such Submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Construction Manager’s review of the Contractor’s Submittals shall not relieve the Contractor of the obligations under Subsections 5.5.2, 5.5.4, and 5.5.9. The Construction Manager’s review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Construction Manager, of any construction means, methods, techniques, sequences or procedures. The Construction Manager’s review of a specific item shall not indicate approval of an assembly of which the item is a component. C-TRAN or Construction Manager will prepare Change Orders and Construction Change Directives and may authorize minor changes in the Work as provided in Subsection 5.15.6. The Construction Manager will develop punch lists and conduct inspections as may be necessary to determine the date or dates of Substantial Completion and the date of final completion, will receive and forward to C-TRAN for C-TRAN’s review and records written warranties, operations and maintenance manuals, record drawings and related documents required by the Contract and assembled by the Contractor, and will issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. The Construction Manager will provide one (1) or more project representatives to assist in carrying out the Construction Manager’s responsibilities at the site. The Construction Manager will interpret and decide matters concerning performance under and requirements of the Contract Documents on written request of either C-TRAN or Contractor. The Construction Manager’s response to such requests will be made with reasonable promptness and within any time limits agreed upon. If no Agreement is made concerning the time within which interpretations required of the Construction Manager shall be furnished in compliance with this Subsection, then delay, if any, shall not be recognized on account of failure by the Construction Manager to furnish such interpretations until 15 days after written request is made for them or after the Construction Manager has received from C‑TRAN or Contractor all of the information necessary for the Construction Manager to respond to the request, whichever is later. Interpretations and decisions of the Construction Manager will be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Construction Manager will endeavor to secure faithful performance by Contractor. As between the Construction Manager and the Contractor, the Construction Manager’s decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. The Construction Manager shall conduct meetings at least once weekly with the Contractor and such Subcontractors as may be requested by the Construction Manager to review the progress of the Work and the status of schedules. The Construction Manager shall prepare and circulate minutes of such meetings. 5.9.2 Initial Notices and Claims All claims for additional costs and/or time (regardless of how described) must be made in accordance with the requirements of this Article or they will be waived. An Initial Notice is the mechanism the Contractor must use to provide C-TRAN with initial notice of events that have or may result in a Claim. At a minimum, initial Notices must be in writing and describe the event, identify persons with knowledge of the event, qualitatively describe the likely or potential impacts of the event, and identify provisions of the Contract Documents that are implicated by the event. A Claim is a substantiated demand or assertion by the Contractor seeking, as a matter of right, adjustment or interpretation of Contract Terms, payment of money, extension of time or other relief with respect to the terms of the Contract. The term “Claim” also includes other disputes and matters in question between C-TRAN and Contractor arising out of or relating to the Contract. Claims do not include written notices that are not substantiated. Claims must be made in writing and substantiated by detailed information. The responsibility to substantiate Claims rests solely with the Contractor. The substantiation of a Claim shall include, at a minimum, the following: A written narrative explaining the factual basis of the claim and the bases for the claim under the Contract Documents. A written and/or graphic explanation of how the alleged acts or failure to act by C‑TRAN under the Contract directly caused the damages or delay complained of; Full documentation of the additional costs or damages allegedly resulting in such detail as may be requested by C-TRAN, including original bid and budget records. Schedule analyses which demonstrate that the alleged acts or failure to act caused delays to the critical path activities of the Contractor; and Such other job records, reports, documents, calculations and bid or estimate information as C-TRAN may reasonably require evaluating the Claim. In the event the Contractor believes that a change in the Work that is the responsibility of C‑TRAN has caused, or may cause, an increase in the Contractor’s costs in the form of labor and equipment inefficiencies or lost productivity, such alleged costs must be specifically identified in the Claim. In addition, the Contractor must establish that the alleged cost increases result directly from such change and must demonstrate the impact by utilizing comparisons of the Work performed during the impacted period with Work performed during a non-impacted period or on a closely similar but different part of the Work if such comparisons are reasonably available or feasible. Claims, including those alleging an error or omission by the Construction Manager, shall be submitted to the Construction Manager and C-TRAN. A decision by C-TRAN, shall be required as a condition precedent to litigation of a Claim between the Contractor and Owner as to all such matters arising prior to the date final payment is due, regardless of (1) whether such matters relate to execution and progress of the Work or (2) the extent to which the Work has been completed. If C-TRAN fails to issue such a decision within 30 days of Owner’s receipt of a Claim, the Claim shall be deemed denied. Pending final resolution of a Claim, unless otherwise agreed in writing, the Contractor shall proceed diligently with performance of the Contract and C-TRAN shall continue to make payments that are not in dispute in accordance with the Contract Documents. If conditions are encountered at the site which constitute subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents, then written notice by the Contractor shall be given to C-TRAN promptly before such conditions are disturbed and in no event later than three (3) days after first observance of such conditions. The Construction Manager will promptly investigate such conditions and, if they differ materially and cause an increase or decrease in the Contractor’s cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both, to C-TRAN for consideration. If the Construction Manager and Owner determine that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, C-TRAN shall so notify the Contractor in writing, stating the reasons. Protests in opposition to such determination must be set forth in writing within 14 days after C-TRAN has given notice of the decision. If C-TRAN and Contractor cannot agree on an adjustment in the Contract Sum or Contract time, any claim by the Contractor arising there from shall be made in accordance with the dispute resolution procedure. 5.9.3 Claims for Additional Cost All claims for additional cost must be made according to this Section or they will be waived. If the Contractor claims that an additional cost is involved because of conflicts or omissions within a particular type of Contract Document (e.g. Drawings), the Contractor and subcontractors will be deemed to have carefully reviewed all of the Contract Documents, including drawings, schedules, and specifications, and the most expensive work indicated on the particular type of Contract Document within which a conflict or omission is claimed shall be provided with no change in the Contract Sum or Time. In the event that Work is shown on Drawings but not contained in Specifications, it will be assumed the work as shown shall be provided at no change in the Contract Sum or Time, according to specifications to be issued by the Construction Manager. The Contractor shall not be entitled to an increase in the Contract Sum or Time arising out of an error or conflict where the Contractor failed adequately to review the Contract Documents and timely report the error or conflict to the Construction Manager. If the Contractor wishes to make a Claim for an increase in the Contract Sum, Initial Notice as provided herein timely filed as provided in this Article shall be given before proceeding to execute the related Work, and a timely Claim shall be submitted as provided in this Article. Prior Initial Notice is not required only for Claims relating to an emergency endangering life or property arising under Subsection 5.15.3. If the Contractor wishes to make Claim for an increase in the Contract Time, Initial notice as provided herein timely filed as provided in this Article shall be given and a Claim timely submitted as provided in this Article. In the case of a continuing delay, only one (1) Initial Notice and one (1) Claim are necessary, provided they state that the delay and the conditions causing such delay are continuing. Subject to the provisions of Subsection 5.16.2 herein limiting the Contractor’s right of recovery to time extensions only for reasonable delays, the Contractor’s daily cost of any change in Contract Time associated with a delay for which the Contractor is entitled to damages or an adjustment in the Contract Sum shall be limited for each day of such delay to the lesser of the Contractor’s actual costs or five (5) percent of the Contract Sum divided by the number of calendar days in the Contract Time. If adverse weather conditions are the basis for a Claim for additional time or cost, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time and could not have been reasonably anticipated, and that weather conditions had an adverse effect on the critical path of the current submitted construction schedule. Neither Contract Time nor the Contract Sum will be adjusted for normal inclement weather. The Contractor shall be entitled to a change in the Contract Time only if the Contractor can substantiate to the reasonable satisfaction of C-TRAN that there was materially greater than normal inclement weather considering the full term of the Contract Time and using a ten (10) year average of accumulated record mean values from climatological data compiled by the U.S. Department of Commerce National Oceanic and Atmospheric Administration for the locale closest to the Project, and that the alleged abnormal inclement weather actually extended the critical path of the Work. To preclude the difficulties of actual measurement, the parties hereto agree that weather data at the site of the work shall be expressly deemed to be the same as that measured at the Portland International Airport by the Environmental Data and Information Service of the National Oceanic and Atmospheric Administration (NOAA) of the U.S. Department of Commerce. If the total net accumulated number of calendar days lost due to inclement weather from commencement of the Work until Final Completion exceeds the total net accumulated number to be expected for the same period from the aforesaid data, and C‑TRAN grants the Contractor a time extension, the Contract Time will be extended by the corresponding number of calendar days indicated on the critical path of the Contractor’s approved Construction schedule. For the purposes of this subparagraph, a “month” shall mean a calendar month and a “week” shall mean a calendar week of Sunday through Saturday. If either party to the Contract suffers injury or damage to person or property because of an act or omission of the other party, of any of the other party’s employees or agents, or of others for whose acts such party is legally liable, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 14 days after first observance. The notice shall provide sufficient detail to enable the other party to investigate the matter. If a Claim for additional cost or time related to such events is to be asserted, it must comply with the provisions of this Article. 5.10 Dispute Resolution All claims, disputes and other matters in question of the Contractor arising out of, or relating to, the project or the Contract Documents or the breach thereof, except Claims which have been waived under the terms of the Contract Documents shall be decided exclusively by the following dispute resolution procedure specified in this Section unless the parties mutually agree in writing otherwise. Except as provided herein regarding concealed conditions, the Contractor shall give Initial Notice to C‑TRAN and the Construction Manager within seven (7) days of the event giving rise to them. Claims must be submitted to Owner within 21 days of Owner’s receipt of the applicable Initial Notice. Failure to properly give such Initial Notice and submit a Claim shall constitute waiver of the Claim. The Contractor shall not be entitled to any change in the Contract Sum or the Contract Time, nor any other compensation, for any events or costs that occurred more than seven (7) days before the applicable Initial Notice. Each Claim must be substantiated in accordance with Subparagraph 5.9.2 above. Each Initial Notice and Claim shall be deemed to include a statement that the Claim covers all changes in cost and in time (direct, indirect, impact, consequential, and otherwise) to which the Contractor (and Subcontractors and Suppliers) is entitled. C‑TRAN or its representative shall have the right to audit the books and records of the Contractor and/or of any subcontractor of any tier making a Claim. If a Claim is not resolved, the Contractor may bring no Claim against C-TRAN in litigation unless the Claim is first subject to nonbinding mediation before a single mediator under the Voluntary Construction Mediation Rules of the American Arbitration Association. This requirement can be waived only by an explicit written waiver signed by C-TRAN. An officer of the Contractor and the Representative or designee of C-TRAN, both having full authority to settle the claim, must attend the mediation session. To the extent there are other parties in interest, such as the Construction Manager, Engineers, Consultants, Subcontractors or Suppliers, their representatives, or others deemed necessary by C‑TRAN, with full authority to settle the Claim, shall also attend the mediation session. Unless C‑TRAN and the Contractor mutually agree in writing otherwise, all unresolved Claims shall be considered at a single mediation session which shall occur 60 days following Final Acceptance by C‑TRAN. The Contractor may bring no litigation on Claims unless such claims have been properly raised and considered in the procedures of this Article. All unresolved Claims shall be waived and released 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) 60 days after Final Acceptance, or (b) 120 days after Substantial Completion. This requirement can be waived only by an explicit written waiver signed by C‑TRAN. The Contractor shall diligently carry on the Work and maintain the progress schedule during any dispute resolution proceedings, unless otherwise agreed by it and C-TRAN in writing. The Contractor agrees that C-TRAN and Construction Manager may join the Contractor as a party to any litigation/arbitration/mediation involving the Project in any way. All disputes unresolved after mediation shall be decided by litigation in accordance with the Contract Documents. Notwithstanding the above, C-TRAN may demand arbitration, before a single arbitrator appointed by the American Arbitration Association under the Expedited Procedure of the Construction Industry Arbitration Rules within five (5) days of the demand, for the purpose of seeking a declaratory judgment regarding the proprietary of C-TRAN’s prospective termination of the Contractor. The hearing shall occur within seven (7) days of the appointment of the arbitrator, and the award shall be made within two (2) days of the close of the hearing and shall be final and binding. 5.11 Requirement for Timely Initial Notices and Claims Any Claim of the Contractor against C-TRAN for damages, additional payment for any reason, or extension of time, whether under the Contract or otherwise, shall be conclusively deemed to have been waived by the Contractor unless a timely Initial Notice is provided followed by a substantiated timely submission of a Claim in strict accordance with this Article. No act, omission, or knowledge, actual or constructive, of C-TRAN or the Construction Manager shall in any way be deemed to be a waiver of the requirement for timely written notice unless C-TRAN provides the Contractor with an explicit, written waiver of timely Initial Notice and/or timely submission of a Claim. All Initial Notices and Claims shall be addressed to: C-TRAN Attn: Procurement 10600 NE 51st Circle Vancouver, WA 98682 5.12 Retention of Records and Audit The Contractor shall maintain and retain for a period of not less than six (6) years after the date of final acceptance of Work all documents related to the Contractor’s Bid for this Contract (e.g., estimating sheets, take-offs, etc.) and all records pertaining to the performance of the Work under this Contract, including Work performed as extra work. The Contractor shall ensure each of their Subcontractors maintains and retains for said period all records pertaining to performance of Subcontractor Work under this Contract, including Work performed as extra work. Upon 21 days’ notice to Contractor, all such documents and records shall be open to inspection and audit by Owner or others designated or authorized by Owner or under applicable law and regulations. If an audit is to be commenced more than 60 calendar days after the acceptance of Work, Owner will give reasonable notice of the time when the audit is to begin. 5.13 Subcontractors 5.13.1 Award of Subcontracts and Other Contracts for Portions of the Work Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, within ten (10) days of Owner’s Conditional Notice to Proceed, shall furnish in writing to C‑TRAN through the Construction Manager the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work, consistent with the listing requirements on the Bid. The following information shall be included: Name, address, and telephone number of entity performing Subcontract or supplying products; Number and title of related Specification Section(s) covered by Subcontract; and Drawing number and detail references, as appropriate, covered by Subcontract. The Construction Manager will promptly reply to the Contractor in writing stating whether or not C‑TRAN or the Construction Manager, after due investigation, has reasonable objection to any such proposed person or entity. Failure of C-TRAN or Construction Manager to reply promptly shall constitute notice of no reasonable objection. The Contractor shall not contract with a proposed person or entity to whom C-TRAN or Construction Manager has made reasonable objection. The Contractor shall not be required to Contract with anyone to whom the Contractor has made reasonable objection. If C-TRAN or Construction Manager has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom C-TRAN or Construction Manager has no reasonable objection. The Contract Sum shall be increased or decreased by the difference in cost occasioned by such change which is fully documented to C-TRAN’s and Construction Manager’s reasonable satisfaction and an appropriate Change Order shall be issued. However, no increase in the Contract Sum shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. C-TRAN shall not be responsible for any increased cost for any change involving a person or entity who or which was not in all respects qualified, competent and sufficiently experienced to perform proposed Work. The Contractor shall not change a Subcontractor, person or entity previously selected if C‑TRAN or Construction Manager makes reasonable objection to such change. C-TRAN may require the Contractor to change any Subcontractor previously approved for reasonable cause. Actions by C‑TRAN or Construction Manager pursuant to this subparagraph shall not be deemed to make either responsible for the performance or future performance of a Subcontractor. 5.13.2 Subcontract Relationships The Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by these Contract Documents, assumes toward C‑TRAN. Each Subcontract Agreement shall preserve and protect the rights of C-TRAN under the Contract Documents with respect to the Work to be performed by the Subcontractor so that Subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the Subcontract Agreement, the benefit of all rights, remedies and redress against the Contractor that the Contractor, by the Contract Documents, has against C-TRAN. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with lower-tier subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the Subcontract Agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the subcontractor, identify to the subcontractor terms and conditions of the proposed Subcontract Agreement which may be at variance with the Contract Documents. Subcontractors shall similarly make copies of applicable portions of such documents available to their respective proposed sub-subcontractors. Pursuant to RCW 39.06.020, the Contractor must verify responsibility criteria in accordance with RCW 39.04.350 for each first tier subcontractor and a subcontractor of any tier that hires other subcontractors must verify responsibility criteria for each of its subcontractors. verification shall include that each subcontractor, at the time of subcontract execution, meets the responsibility and possesses an Electrical Contractor License, if required by Chapter 19.28 RCW, or an Elevator Contractor License, if required by Chapter 70.87 RCW. This verification requirement, as well as the responsibility criteria, must be included in the Project Contract and in each subcontract of every tier. Any part of the Work performed for the Contractor by a subcontractor shall be pursuant to a written Subcontract Agreement between the Contractor and such subcontractor, which shall be available to C‑TRAN for review upon request. The Contractor shall schedule, supervise, and coordinate the operations of all subcontractors and suppliers of any tier. No subcontracting of any of the Work shall relieve the Contractor from its responsibility for the performance of the Work or its obligations under the Contract Documents. Each such Subcontractor Agreement shall: Require that such Work be performed in accordance with the requirements of the Contract Documents and applicable laws and regulations; Waive all rights the contracting parties and their insurers may have against one another or that the Subcontractor may have against C-TRAN for damages caused by fire or other perils covered by the property insurance described in the Contract Documents; Require the Subcontractor to carry and maintain insurance in accordance with the Contract Documents; Require the Subcontractor to furnish such certificates and waivers as may be reasonably requested to the extent Subcontractor has been paid for Work performed under the Subcontract Agreement; Require the Subcontractor to incorporate EEO statements in accordance with the Contract Documents; and Require payment of prevailing wages in accordance with the Contract Documents. 5.13.3 Contingent Assignment of Subcontracts Each Subcontract Agreement for a portion of the Work is assigned by the Contractor to C‑TRAN provided that: Assignment is effective only after termination of the Contract by C-TRAN for cause pursuant and only for those Subcontract Agreements which C-TRAN accepts by notifying the subcontractor in writing; and Assignment is subject to the prior rights of the surety, if any, obligated under a bond relating to the Contract. 5.13.4 Liens The Contractor shall defend, indemnify and hold harmless C-TRAN from any liens arising out of the Work. 5.14 Construction by Owner or by Separate Contractors 5.14.1 Owner’s Right to Perform Construction and to Award Separate Contracts C-TRAN reserves the right to perform construction or operations related to the Project with C‑TRAN’s own forces, and to Award separate Contracts in connection with other portions of the Project or other construction or operations on the site under conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation. The Contractor shall coordinate its Work with that of separate Contractors. If the Contractor claims that delay or additional cost is involved because of such action by C-TRAN, the Contractor may file and document a Claim subject to the Claim provisions in the Contract Documents. When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term “Contractor” in the Contract Documents in each case shall mean the Contractor that executes each separate Owner-Contractor Agreement. C‑TRAN shall provide for coordination of the activities of C-TRAN’s own forces and of each separate Contractor with the Work of the Contractor, who shall fully cooperate with them. The Contractor shall participate with other separate Contractors and C‑TRAN in reviewing their construction schedules when directed to do so. The Contractor shall make any revisions to the construction schedule and Contract Sum deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate Contractors and C‑TRAN unless and until subsequently revised. Occupancy or use of any portion of the Work site by Owner shall not be construed as Substantial Completion. 5.14.2 Mutual Responsibility The Contractor shall afford C-TRAN and separate Contractor’s reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities and shall connect and coordinate the Contractor’s construction and operations with theirs as required by the Contract Documents. If part of the Contractor’s Work depends for proper execution or results upon construction or operations by C-TRAN or a separate Contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Construction Manager apparent discrepancies or defects in such other construction that would render it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that C-TRAN’s or separate Contractors’ completed or partially completed construction is fit and proper to receive the Contractor’s Work, except as to defects not then reasonably discoverable. Costs caused by delays or by improperly timed activities or defective construction shall be borne by the party responsible therefore. The Contractor shall promptly remedy damage caused by the Contractor to complete or partially completed construction or to property of C-TRAN or separate Contractors as provided in Subsection 5.21.2. Claims and other disputes and matters in question between the Contractor and a separate Contractor shall be subject to the provisions of Subsections 5.9.2 and 5.9.3 provided the separate Contractor has reciprocal obligations. C-TRAN and each separate Contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Subsection 5.5.1 and 5.5.11. 5.14.3 Owner’s Right to Clean Up If a dispute arises among the Contractor, separate Contractors and C-TRAN as to the responsibility under their respective Contracts for maintaining the premises and surrounding area free from waste materials and rubbish as described in Section 5.5.12, C-TRAN may clean up and allocate the cost among those responsible as C-TRAN determines to be reasonable. 5.15 Changes in the Work 5.15.1 Changes Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive, order for a minor change in the Work, subject to the limitations stated in this Section and elsewhere in the Contract Documents. The Contractor shall be responsible for notifying the bonding and insurance company (ies) of any changes in the Work; provided that neither the number nor quality of changes nor Contractor’s failure to provide notice shall release or impair bonding or insurance obligations or coverages. Before effectuating a change in the Work, C-TRAN may request the Contractor to propose the amount of change in the Contract Sum, if any, and the amount of change in the Contract Time, if any, arising from a proposed change in the Work. The Contractor shall submit its responsive bid within no more than 14 days and shall in good faith specify the amounts by which the Contract Sum and/or Time would change. C-TRAN may accept the bid in writing, in which case it will be included in a future Change Order, and the change in the Work may commence immediately. C-TRAN may reject the bid, in which case C-TRAN may either not effectuate the change or may order the change through a Construction Change Directive. A Change Order shall be based upon Agreement among C-TRAN, Contractor and Construction Manager; a Construction Change Directive requires Agreement by C-TRAN and Construction Manager and may or may not be agreed to by the Contractor; an order for a minor change in the Work, for which there is no change in the Contract Sum or Time, may be issued by the Construction Manager alone. Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the Contractor shall proceed upon receipt of written Notice to Proceed from C-TRAN, unless otherwise provided in the Change Order, Construction Change Directive, order for a minor change in the Work. If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are so changed in a proposed Change Order or Construction Change Directive that application of such unit prices to quantities of Work proposed will cause substantial inequity to C‑TRAN or Contractor, the applicable unit prices shall be equitably adjusted. 5.15.2 Contractor Initiated Bid If latent or changed conditions require modifications to the Contract, Contractor may initiate a claim by submitting a request for a change to Construction Manager. Include a statement outlining reasons for the change and the effect of the change on the Work. Provide a complete description of the proposed change. Indicate the effect of the proposed change on the Contract Sum and the Contract Time. Include a list of quantities of products required or eliminated and unit costs, with total amount of purchases and credits to be made. If requested, furnish survey data to substantiate quantities. Indicate applicable taxes, delivery charges, equipment rental, and amounts of trade discounts. Include costs of labor and supervision directly attributable to the Change. Include an updated Contractor's construction schedule that indicates the effect of the Change, including, but not limited to, changes in activity duration, start and finish times, activity relationship, Critical Path Total and Free Float. Use available total float before requesting an extension of the Contract Time. Comply with requirements in contract documents such as drawings and specifications. Bid Request Form: Use form acceptable to Construction Manager. 5.15.3 Owner Initiated Bid Construction Manager will issue a detailed description of proposed changes in the Work that may require adjustment to the Contract Sum or the Contract Time. If necessary, the description will include supplemental or revised Drawings and Specifications. Work Change Bid Requests issued by Construction Manager are not instructions either to stop Work in progress or to execute the proposed change. Within time specified in Bid Request after receipt of Bid Request, submit a quotation estimating cost adjustments to the Contract Sum and the Contract Time necessary to execute the change. Include a list of quantities of products required or eliminated and unit costs, with total amount of purchases and credits to be made. If requested, furnish survey data to substantiate quantities. Indicate applicable taxes, delivery charges, equipment rental, and amounts of trade discounts. Include costs of labor and supervision directly attributable to the Change. Include an updated Contractor's construction schedule that indicates the effect of the Change(s), including, but not limited to, changes in activity duration, start, and finish times, and activity relationship. Use available total float before requesting an extension of the Contract Time. Quotation Form: Use forms acceptable to Construction Manager. 5.15.4 Change Orders A Change Order is a written instrument prepared by C-TRAN and signed by C-TRAN, Contractor and Construction Manager, stating their Agreement upon all of the following: A Change in the Work; The amount of the adjustment in the Contract Sum, if any; and The extent of the adjustment in the Contract Time, if any. A Change Order shall constitute final resolution of the matter addressed by the Change Order. Methods used in determining adjustments to the Contract Sum may include those listed in Subsection 5.15.7. 5.15.5 Construction Change Directives A Construction Change Directive is a written order prepared by the Construction Manager and signed by C‑TRAN and Construction Manager, directing a change in the Work and stating a proposed basis for adjustment, if any, in the Contract Sum or Contract Time, or both. C-TRAN may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general Scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; Unit prices stated in the Contract Documents or subsequently agreed upon; and Cost to be determined in a manner agreed upon by the parties (accompanied by an itemized estimate of probable cost) and a mutually acceptable fixed or percentage fee. Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved. As soon as possible, and within seven (7) days of receipt, the Contractor shall advise the Construction Manager in writing of the Contractor’s Agreement or disagreement with the proposed adjustment or the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. The Contractor’s response shall reasonably specify the reasons for its disagreement and the amount or other terms that it proposes. Without such timely written response, the Contractor shall conclusively be deemed to have accepted C-TRAN’s adjustment. The Contractor’s disagreement shall not relieve the Contractor of its obligation to comply promptly with any written notice issued by C-TRAN or the Construction Manager. The adjustment shall then be determined by the Construction Manager in strict accordance with the provisions of the Contract Documents. A Construction Change Directive signed by the Contractor indicates the agreement of the Contractor therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such Agreement shall be effective immediately and shall be incorporated into a Change Order. If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, or if cost is to be determined under this Section, the Contractor shall keep and present, within 21 days’ written demand from C-TRAN, in such form as the Construction Manager may prescribe, an itemized accounting of the time and material expended, together with supporting data. In order to facilitate checking of such quotations, all bids, except those so minor that their propriety can be seen by inspection, shall be accompanied by complete itemization of costs, including labor, materials, equipment and subcontract costs. Labor, equipment, and materials shall be itemized in the manner described in Subsection 5.15.7. When major cost items arise from subcontractors of any tier, these items shall also be itemized, and the Contractor must include a statement that the Contractor has reviewed the subcontractors’ costs and believes them to be accurate. Approval may not be given without such itemization. Failure to provide data within 21 days of the Construction Manager’s request shall constitute waiver of any Claim for changes in the Contract Time or Contract Sum. The total cost of any change, including a Claim under Subsection 5.9.2 or 5.9.3, shall be limited to the reasonable value, as determined by the Construction Manager (subject to appeal through the dispute resolution procedure of Subsection 5.9.3), of the items in Subsection 5.15.7. Unless otherwise agreed in writing by C-TRAN, the cost shall not exceed the lower of the prevailing cost for the work in the locality of the Project or the cost of the work in the current edition of R. S. Means Company, Inc., Building Construction Cost Data as adjusted to local costs and conditions. The Construction Manager and C-TRAN may confer directly with subcontractors of any tier concerning any item chargeable directly or indirectly to C‑TRAN under this article to confirm contract balances due and to obtain statements or lien waivers. Pending final determination of the total cost of a Construction Change Directive to C‑TRAN, and provided that any reservations of rights in respect to the Construction Change Directive have been initialed by C-TRAN, amounts not in dispute for such changes in the Work shall be included in Applications for Payment accompanied by issuance by Owner of a Change Order within 30 days of satisfactory completion of the undisputed work, indicating the parties’ agreement with part or all of such costs. If the Contractor adds a reservation of rights that has not been initialed by C-TRAN, all the amounts for the Construction Change Directive shall be considered disputed unless costs are renegotiated or the reservation is withdrawn or changed in a manner satisfactory to C‑TRAN. The amount of credit to be allowed by the Contractor to C-TRAN for a deletion or change which results in a net decrease in the Contract Sum shall be the largest of (i) the reasonable value of the deletion or change, (ii) the line item value in the Schedule of Values, or (iii) the actual net cost as confirmed by the Construction Manager. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. If C-TRAN and Contractor do not agree with the adjustment in Contract Time or the method for determining it, the adjustment or the method shall be referred to the Construction Manager for determination. Any adjustment in the Contract Time arising from a Change or a Claim shall be limited to the change in the actual critical path of the Contractor’s Construction Schedule directly caused thereby. When C-TRAN and Contractor agree with the determination made by the Construction Manager concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach Agreement upon the adjustments, such Agreement shall be effective immediately and shall be recorded by preparation and execution of an appropriate Change Order. 5.15.6 Minor Changes in the Work The Construction Manager will have authority to order minor changes in the Work and ASI’s not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order and shall be binding on C-TRAN and Contractor. The Contractor shall carry out such written orders promptly even if the Contractor intends to file a Claim, in which case the notice of claim must be filed in advance of any such Work pursuant to the provisions of Subsection 5.9.2. 5.15.7 Pricing Components The total cost of any changed Work or of any other increase or decrease in the Contract Sum, including without limitation a Claim or a Change, shall be limited to the following components. C-TRAN shall not be obliged to pay for Claim pricing on a basis different from that Bid. 5.15.8 Direct Labor Costs These are the on-site labor costs determined by either an agreed estimate or actual number of additional craft hours and the hourly cost necessary to perform directly the change in the Work, or the unit labor costs applied to the reasonably incurred and necessary material quantities and extended, provided the unit labor costs are developed from the above craft hour cost, whichever is applicable, according to industry practice. The hourly cost shall be based upon the following: Basic Wages: The hourly wage (without markup, fringe benefits or labor burden and not to exceed that specified in the applicable wage determination) for the laborers, apprentices, journeymen, and foremen performing and/or directly supervising the changed Work on the site. The premium portion of overtime wages is not included unless pre-approved by C‑TRAN. Fringe Benefits: Fringe Benefits paid by the Contractor as established by the Washington Department of Labor and Industries, or contributed to labor trust funds as itemized fringe benefits, whichever is applicable. Cost paid or incurred by the Contractor for vacations, per diem, bonuses, stock options, or discretionary payments to employees are not reimbursable. Workers’ Insurances: Direct contributions to the State of Washington as Industrial Insurance; medical aid; and supplemental pension by class and rates established the Washington Department of Labor and Industries. Federal Insurances: Direct contributions required by the Federal Insurance Compensation Act (FICA); Federal Unemployment Tax Act (FUTA); and State Unemployment Compensation Act (SUCA). 5.15.9 Direct Material Costs This is an itemization, including material invoices, of the quantity and cost of additional materials reasonable and necessary to perform the change in the Work. These costs shall be by the unit cost applied to the quantity and extended. The unit cost shall be based upon the net cost after all discounts or rebates, freight costs, express charges, or special delivery costs when applicable. No lump sum costs will be allowed except when approved in advance by C‑TRAN. 5.15.10 Construction Equipment Usage Costs This is an itemization of the actual length of time that construction equipment appropriate for the Work will be used solely on the Change in the Work at the site times the applicable rental cost as established by the lower of the local prevailing rate published in The Rental Rate Blue Book by Data Quest, San Jose, California, as modified by the AGC/Washington State Department of Transportation (WSDOT) Agreement or the actual rate paid to unrelated third parties as evidenced by rental receipts. Actual, reasonable mobilization costs are permitted if the equipment is brought to the site solely for the Change in the Work. If more than one (1) rate is applicable, the lowest rate will be utilized. The rates in effect at the time of the performance of the Change work are the maximum rates allowable for equipment of modern design and in good working condition and include full compensation for furnishing all fuel, oil, lubrication, repairs, maintenance, and insurance. Equipment not of modern design and/or not in good working condition will have lower rates. Hourly, weekly, and/or monthly rates, as appropriate, will be applied to yield the lowest total cost. The rate for equipment necessarily standing by for future use on the changed Work shall be 50% of the rate established above. The total cost of rental allowed shall not exceed the cost of purchasing the equipment outright. If equipment is required for which a rental rate is not established by The Rental Rate Blue Book, an agreed rental rate shall be established for that equipment, which rate and use must be approved by C‑TRAN prior to performing the changed Work. Cost of change in insurance or bond premium. This is defined as: Contractors’ liability insurance: The increased cost (expressed as a percentage) of any changes in the Contractor’s liability insurance arising directly from the changed Work; and Public works bond: The increased cost (expressed as a percentage) of the change in the Contractor’s premium for performance and payment bonds required by C‑TRAN and arising directly from the changed Work. Upon request, the Contractor shall provide C-TRAN with supporting documentation from its insurer or surety. 5.15.11 Subcontractor Costs These are payments the Contractor makes to Subcontractors for changed Work performed by subcontractors. The subcontractors’ cost of changed Work shall be determined in the same manner as prescribed in Subsection 5.15.7. 5.15.12 Fee The Fee is the allowance for all combined overhead, profit and other costs, including all office, home office and site overhead (including Project Manager, Project Engineer, other engineers, Project Foremen, Estimator, and Superintendent and their vehicles), facilities, layout, coordination, handling and delivery, taxes (except for sales tax), engineering, estimating, purchasing, quality control or assurance, clerical, preparation and safety costs, hand and small tools and expendable charges, change order or claim preparation, preparation of as-built drawings, impact on unchanged Work, and delay, acceleration and impact costs of any kind, added to the total cost to C-TRAN of any Change Order, Construction Change Directive, Claim, or any other claim of any kind. It shall be limited in all cases to the following schedule. The Contractor shall receive up to 12% of the first $50,000 of the cost prescribed of any materials properly supplied or work satisfactorily performed by the Contractor’s own forces, and up to six (6) percent of the remaining cost, if any. The Contractor shall receive up to six (6) percent of the first $50,000 of the amount owed directly to a subcontractor for materials properly supplied or work satisfactorily performed by that subcontractor as prescribed herein, and four (4) percent of the remaining amount, if any. Each subcontractor of any tier shall receive up to 12% of the of the first $50,000 of the cost prescribed in of any materials properly supplied or work satisfactorily performed by its own forces, and up to six (6) percent of the remaining cost, if any. Each subcontractor of any tier shall receive up to six (6) percent of the first $50,000 of the amount it properly incurs for materials properly supplied or Work satisfactorily performed by its suppliers or Subcontractors of any lower tier as prescribed herein, and up to four (4) percent of the remaining amount, if any. The total summed Fee of the Contractor and all subcontractors of any tier shall not exceed 30%. None of the fee percentages authorized in this Section may be compounded with any other fee percentage or percentages authorized in this Paragraph (for example, a subcontractor cannot claim a fee on the fee of its sub-subcontractor). If a change in the Work involves both additive and deductive items, the appropriate fee allowed will be added to the net difference of the items. If the net difference is negative, no fee will be added to the negative figure as a further deduction. 5.16 Time 5.16.1 Progress and Completion Within ten (10) days of Owner’s written notification to the Contractor of its Award of the Contract, the Contractor shall submit an executed contract, surety bond, preliminary progress schedule, certificates of insurance, any documents required by state or local authorities, and all other documents required by the Contract. Failure to make such a submission shall constitute a material breach of the conditions of the Bid and Bid Bond; and, at Owner’s sole discretion, Owner may void the Bid Award and forfeit Contractor’s Bid Bond. Time is of the essence for commencement and completion of the Work. C-TRAN is relying materially on a specific construction period and will suffer serious direct, indirect, and consequential damages should the established dates not be met. The Contractor shall promptly start the Work as soon as possible after the date of the Notice to Proceed and shall prosecute the Work so that the various portions of the Work shall be complete in accordance with any intermediate and final completion date(s) set forth in the Contract Documents and the Contractor’s schedule. During periods when weather or other conditions are unfavorable for construction, the Contractor shall pursue only such portions of the Work as will not be damaged thereby; no portions of the Work shall be constructed while those conditions exist if acceptable quality or efficiency will be adversely affected. It is expressly understood and agreed by and between the Contractor and C-TRAN that the Contract Time for completion of the Work described herein is a reasonable time taking into consideration the weather conditions and other factors prevailing in the locality of the Work. The Contractor shall provide progress schedules, cash flow projections and additional reports, as may be specified in the Contract Documents or as reasonably requested by C-TRAN, demonstrating the Contractor’s logic and sequencing plan for scheduling and completing the Work within the Contract Time. Contract Time extensions approved by C-TRAN shall be incorporated into updated schedules reflecting their effect at the time of occurrence. Progress payments will not be considered by C‑TRAN until the Contractor complies with these requirements. The Contractor shall promptly notify the Construction Manager and C-TRAN in writing of any facts or conditions, which would affect the Contractor’s ability to meet the intermediate or final completion date(s) for the Work. If the Contractor fails to maintain the progress necessary for the completion of the intermediate or final completion date(s) as required under this Contract, C-TRAN shall have all of the rights and remedies provided by law and under this Contract. Notwithstanding such rights and remedies, the Contractor shall, upon written notice by C-TRAN and at no additional cost to C‑TRAN, work such hours as allowed by applicable permits and other such constraints, and furnish such additional personnel, equipment and construction plant for such a period of time as necessary to regain and thereafter maintain the progress required by the Contract. If the Contractor fails to comply with C-TRAN’s notice or fails to regain and thereafter maintain the progress required by the Contract, C‑TRAN shall have all the rights and remedies provided by law and provided by this Contract, including those set forth herein. The Contractor shall not knowingly, except by agreement or instruction of C-TRAN in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance to be furnished by the Contractor. Neither the date of commencement of the Work nor the date of completion of the Work shall be changed by the effective date of such insurance. The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. 5.16.2 Delays and Extensions of Time If the Contractor is unavoidably delayed at any time in progress of the Work by an act or neglect of C‑TRAN or Construction Manager or of a separate Contractor employed by C-TRAN, or by changes ordered in the Work, or by labor disputes, fire, unavoidable casualties or other causes which are both beyond the Contractor’s control and could not be reasonably anticipated, or by other unavoidable causes which the Construction Manager determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as C-TRAN may determine after considering the recommendations of the Construction Manager. Claims relating to time shall be made in accordance with applicable provisions of the Contract. For delays concerning which the Contractor has given proper and timely notice pursuant to Subsections 5.9.2, 5.9.3 and 5.10, the Contractor shall submit to C-TRAN and Construction Manager a substantiated Claim. C-TRAN may grant an extension of time to the extent that unavoidable and reasonable delays necessarily affect controlling operations in the Construction Schedule. During such extension of time no damages for delay will be charged to the Contractor. It is understood and agreed by the Contractor and Owner that time extensions due to unavoidable and reasonable delays necessarily involve controlling operations, which would prevent completion of Work within the Contract Time. To the extent that any such extension of time is caused by act(s) or omission(s) of someone other than C‑TRAN or persons acting for C‑TRAN, or to the extent that the extension of time arises from a reasonable delay, the Contractor’s sole remedy shall be the extension of time and it may not recover any damages whatsoever arising in any manner from such delay. For purposes of this Paragraph, any individual delay of up to the greater of five (5) days or one (1) percent of the Contract Time (as extended) shall be deemed reasonable and any individual delay of up to the greater of ten (10) days or five (5) percent of the Contract Time (as extended) shall be presumed reasonable. 5.17 Payments and Completion 5.17.1 Contract Sum The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by C-TRAN to the Contractor for performance of the Work under the Contract Documents. 5.17.2 Application for Payment Contractor shall submit to Construction Manager an itemized Application for Payment for Work completed during the monthly application period and not covered in a preceding Application for Payment. Such application shall be in the form provided by C-TRAN and shall list all Subcontractors, of all tiers, that have been on site during the application period, and shall be supported by such data substantiating Contractor’s right to payment as Owner or Construction Manager may require, such as copies of requisitions from Subcontractors and material suppliers. Such applications shall reflect any retainage amount required herein, shall contain the statements required herein, and shall be accompanied by an updated progress schedule per Subsection 5.5.8, and by partial releases on a form provided or approved by Owner and executed by all subcontractors, mechanics and materialmen who supplied labor or materials or both in the performance of Work for which progress payments were previously made. Such releases shall be complete concerning work performed in prior months and may be conditioned on receipt of payment for work performed in the current month. Such application may not include a request for payment of any amount Contractor does not intend to pay to a subcontractor, mechanic or materialman because of a dispute or other reason. At the last weekly meeting each calendar month, the Contractor shall submit to the Construction Manager a report on the current progress of the Work as compared to the Contractor’s Construction Schedule, and a draft, itemized application for payment for Work performed during the prior month to the date of submission. This shall not constitute a payment request. The Contractor and Construction Manager shall confer at the meeting regarding the current progress of the Work and the amount of payment to which the Contractor is entitled. The Owner (Owner's Representative) may request the Contractor to provide data substantiating the Contractor’s right to payment, including, without limitation: Copies of requisitions from Subcontractors. Lien releases. Retainage documentation; and Other documentation as provided elsewhere in the Contract Documents. The Contractor shall not be entitled to make a payment request, nor is any payment due the Contractor, until data requested by Construction Manager or Owner is furnished. After the Contractor and the Construction Manager have met and conferred regarding the draft application, and the Contractor has furnished all progress information required and all data requested by the Construction Manager, the Contractor may submit a payment request in the agreed upon amount, in the form of a signed, itemized Application for Payment for Work performed during the prior month to the date of the last weekly meeting referenced above, on a form supplied or approved by C‑TRAN. Among other things, the Application shall state that prevailing wages have been paid in accordance with the pre-filed statement(s) of intent to pay prevailing wages on file with C‑TRAN and that all payments due subcontractors and suppliers of any tier from C-TRAN’s payment the prior month have been made. THE SUBMISSION OF THIS APPLICATION CONSTITUTES A CERTIFICATION THAT THE WORK IS CURRENT ON THE CONTRACTOR’S CONSTRUCTION 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 (5) day time period, submit to C-TRAN and the Construction Manager 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. Furthermore, the Contractor and all Subcontractors shall file with C‑TRAN within the five (5) day time period certified copies of all payroll records relating to the additional amount due. A payment request shall not be valid unless it complies with the requirements of the Contract Documents. If a separate payment request concerning a disputed amount does not comply with the requirements of the Contract, C-TRAN will provide a written statement to the Contractor. C-TRAN shall make a progress payment to Contractor, in accordance with Subsection 5.17.5. Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by C-TRAN, payment may similarly be made for materials and equipment suitably stored off the site at an insured and secure location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to C-TRAN to establish C-TRAN’s title to such materials and equipment or otherwise protect C-TRAN’s interest, and shall include applicable insurance, storage and transportation to the site for such materials and equipment stored off the site. The Contractor warrants that title to all Work covered by an Application for Payment will pass to C‑TRAN no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from C-TRAN shall, to the best of the Contractor’s knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of the Contractor, subcontractors, material suppliers, or other persons or entities making a claim by reason of having provided labor, materials or equipment relating to the Work. 5.17.3 Retainage C-TRAN shall retain from any amount otherwise earned by Contractor hereunder a sum equal to five (5) percent of the amount earned by Contractor in accordance with RCW Chapter 60.28. If the Contractor elects to submit a retainage bond in accordance with Chapter 60.28 RCW, the bond must be issued by a surety licensed to do business in the state where the Work is located with an A.M. Best rating of A/IX or better. The Contractor may withhold from Contractor’s payments to its subcontractors and suppliers not more than five (5) percent as retainage from moneys earned by such persons or entities. The retainage shall be held as a trust fund for the protection and payment of any person or persons, mechanic, subcontractor, or materialman who shall perform any labor under this Contract, as provided by Chapter 60.28 Revised Code of Washington (RCW) and all persons who shall supply such person or persons of subcontractors with provisions, and supplies for the carrying on of such Work, and the state with respect to taxes, increases, and/or penalties imposed pursuant to RCW Titles 50, 51, and 82 which may be due from Contractor. In accordance with the provisions of Chapter 60.28 RCW, said trust fund shall be retained for the statutory period, and every person performing labor or furnishing supplies toward the completion of said Work shall have a lien upon said fund provided that proper notice of the lien shall be given as required by law. After the expiration of the statutory notice period, and after the Owner’s receipt of clearances of the Department of Revenue, Employment Security Department, and Department of Labor and Industries, the reserve in excess of a sum sufficient to discharge the taxes certified as due or to become due by the Department of Revenue, the Department of Labor and Industries, and the claims of materialmen and laborers who have filed their claims, together with a sum sufficient to defray the cost of foreclosing the liens of such claims, and to pay attorneys’ fees, shall be paid to Contractor. The provisions of this Subparagraph shall supersede any other conflicting provision in this Contract. Monies reserved under provisions of Chapter 60.28 RCW shall, at the option of the Contractor, be: Retained in a fund by C-TRAN with no interest paid thereon to the Contractor; Deposited by C-TRAN in an interest-bearing account in a bank, mutual savings bank, or savings and loan association, not subject to withdrawal until after final acceptance of all work, or a portion thereof, as may be approved by C-TRAN; or Placed in escrow in a bank or trust company by C-TRAN. When the monies reserved are to be placed in escrow, C-TRAN will issue a check representing the sum of the monies reserved payable to the bank or trust company and the Contractor jointly. Such check shall be converted into bonds and securities chosen by the Contractor and approved by C‑TRAN, and the bonds and securities held in escrow. Interest on the bonds and securities shall be paid to the Contractor as the interest accrues. Under Option 2 and 3 above, interest will be paid to the Contractor as the interest accrues. The Contractor shall designate the option desired on a form as may be provided by C-TRAN. This form shall be submitted no later than with the Contractor’s first partial payment request. The Contractor, in choosing Option 2 or 3, agrees to assume full responsibility to pay all costs which may accrue from escrow services, brokerage charges, or both, and further agrees to assume all risks in connection with the investment of the retained monies. 5.17.4 Certification and Payments Withheld The Construction Manager may decide not to certify payment and may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect C-TRAN, if in the Construction Manager’s opinion, the representations to C-TRAN required by Section 5.17.2 cannot be made or if the Contractor’s Application for Payment does not comply with the requirements of the Contract. If the Construction Manager is unable to certify payment in the amount of the Application, the Construction Manager will notify the Contractor and Owner as provided in Section 5.17.2. If the Contractor and Construction Manager cannot agree on a revised amount, the Construction Manager will promptly issue a Certificate for Payment for the amount for which the Construction Manager is able to make such representation to C-TRAN. C‑TRAN may, with or without the Construction Manager’s concurrence, withhold payment, and the Construction Manager may also decide not to certify payment or, because of subsequently discovered evidence or subsequent observations, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in C-TRAN’s or Construction Manager’s opinion to protect C‑TRAN from loss because of: Defective Work or unsatisfactory performance not remedied. Third party claims filed against C-TRAN relating to the Work or reasonable evidence indicating probable filing of such claims. Failure of the Contractor to make payments properly to subcontractors or for labor, materials or equipment; or failure to submit affidavits pertaining to wages paid as required by the Contract Documents. Damage to C-TRAN or another Contractor. Reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover liquidated damages for the anticipated delay. Failure to carry out the Work in accordance with the Contract Documents. If Owner, in its good faith judgment, determines that the portion of the Contract Sum then remaining unpaid will not be sufficient to complete the Work in accordance with the Contract Documents, then C-TRAN shall make no additional payments and none will become due to the Contractor unless and until the Contractor, at its sole cost, performs a sufficient portion of the Work so that the Contract Sum then remaining unpaid is determined by C-TRAN to be sufficient to so complete the Work. Failure of the Contractor to submit timely schedule updates as required by the Contract Documents; or delay by the Contractor and/or its Subcontractor(s) of any tier, or failure to comply with Contractor’s Progress Schedule; or Liquidated damages. When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. Owner shall not be deemed to be in breach of this Contract by reason of the withholding of any payment if the Work in question shall have been rejected by any governmental authority. C‑TRAN shall have no obligation to make payments for defective Work and unsatisfactory performance until such Work and performance is corrected or replaced as provided herein and compensation is thereby earned. Pursuant to RCW 39.12, the Contractor will not receive any payment until the Contractor and all subcontractors of any tier have submitted a “Statement of Intent to Pay Prevailing Wage” to C‑TRAN. The Statement must have the approval of the Industrial Statistician of the Department of Labor and Industries before it is submitted to C-TRAN. The Statement must include the Contractor’s registration number, the number of workers in each trade classification, and the applicable wage rate for each trade listed. The Contractor agrees to provide each subcontractor with a schedule of applicable prevailing wage rates. 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. 5.17.5 Progress Payments After the Construction Manager has issued a Certificate for Payment, C-TRAN shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Construction Manager. C-TRAN will make a progress payment within 30 days of its receipt of the Construction Manager’s Certificate for Payment, but shall be entitled to withhold payment according to Subsection 5.17.3 and 5.17.4, notwithstanding the issuance of a Certificate for Payment. The Contractor shall promptly pay each Subcontractor, upon receipt of payment from C-TRAN, out of the amount paid to the Contractor on account of such subcontractor’s portion of the Work, the amount to which said subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such subcontractor’s portion of the Work. The Contractor shall, by appropriate agreement with subcontractors, require each subcontractor to make payments to sub-subcontractors in similar manner. If the Contractor does not receive payment for any cause which is not the fault of a particular subcontractor, the Contractor shall pay that subcontractor on demand, made at any time after which such payment to the Contractor would have been made, for its Work to the extent completed, less the retained percentage. The Construction Manager will, on request, furnish to a subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Construction Manager and Owner on account of portions of the Work done by such subcontractor. Neither C-TRAN nor Construction Manager shall have an obligation to pay or to see to the payment of money to a subcontractor except as may otherwise be required by law. Payment to material suppliers shall be treated in a manner similar to that provided in this Subsection. A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by C‑TRAN shall not constitute acceptance of Work. 5.17.6 Litigation Delay Costs In the event of delays primarily due to litigation, which qualifies under RCW 60.28.080, the parties hereto agree that the reasonable costs of such litigation delay shall consist only of the following: Actual and necessary direct costs to the Contractor directly attributable to the period of delay for wages, wage taxes and labor costs other than wages; provided, that such costs could not be otherwise avoided by layoffs or employment on other Projects during the period of delay. The wage rates shall not exceed those listed on the Contractor’s “Statement of Intent to Pay Prevailing Wages on Public Works Contract” as approved by the Industrial Statistician of the State of Washington. Additional and necessary direct costs for materials and equipment rentals actually incurred and paid by the Contractor directly attributable to the period of delay. Actual equipment standby costs established by rental agreements or, if Contractor owned, by the lowest rate utilized by The Contractor for purposes of its project accounting. Additional and necessary direct costs of insurance premiums and bonds actually incurred and paid by the Contractor directly attributable to the period of delay. Additional and necessary costs for subcontracts actually incurred and paid by the Contractor directly attributable to the period of delay; provided that such additional costs could not be avoided by cancellation or renegotiation of such subcontracts. To such costs shall be added an amount equal to ten (10) percent thereof as a reasonable amount for overhead, profit, and all other costs not specifically accounted for above. Within three (3) days after notice of litigation delay under this Paragraph, the Contractor shall notify C‑TRAN and Construction Manager in writing of the Contractor’s estimated weekly litigation delay costs as described above; provided, however, that in no event will payment for actual litigation delay costs exceed 125% of the said estimated costs. The Contractor shall submit to the Construction Manager no later than the fifth day of each month a request for such litigation delay costs incurred during the previous calendar month. The request for payment shall be in a form satisfactory to the Construction Manager and Owner and shall include copies of invoices, correspondence and such other verifiable evidence of delay costs actually and necessarily incurred by the Contractor as C‑TRAN or Construction Manager may require. This paragraph shall be the Contractor’s exclusive remedy for litigation delay costs. 5.17.7 Substantial Completion Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that C‑TRAN can occupy or utilize the Work for its intended purpose, as determined by Owner and Construction Manager. No portion of the Project will be considered substantially complete until the local building, fire, and Department of Social Health Services (DSHS) authorities have issued approval for occupancy covering that portion of the Work. Substantial Completion will not be issued until C-TRAN has Temporary Occupancy. All of the Project’s parts and systems shall be accessible, operable and usable by C-TRAN, including site Work. The Project shall be clean. Preliminary training of personnel must take place. Only incidental corrective Work under “Punch Lists” and final cleaning (if required) may remain to be done. There may be a separate Date of Substantial Completion specified in the Contract Documents for completion of one (1) or more receiving areas to be used by C-TRAN for receiving assembly and delivery of Owner-supplied items. The Work is not Substantially Complete if all systems and parts are not usable and commissioned, if utilities are not connected and operating normally, or if the Work is not accessible by normal vehicular and pedestrian traffic routes. The fact that C-TRAN may occupy the Work or designated portion thereof does not indicate that the Work is Substantially Complete or is acceptable in whole or in part, nor does such occupation toll or change any liquidated damages due C‑TRAN. When the Contractor considers that the Work, or a portion thereof which C-TRAN agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Construction Manager a comprehensive list of items to be completed or corrected. The Contractor shall proceed promptly to complete and correct items on the list. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. Upon receipt of the Contractor’s list, the Construction Manager will make an inspection to determine whether the Work or designated portion thereof is substantially complete to assist the Contractor in completing the Work. If the Construction Manager’s inspection discloses any item, whether or not included on the Contractor’s list, which is not in accordance with the requirements of the Contract Documents, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Construction Manager. The Contractor shall then submit a request for another inspection by the Construction Manager to determine Substantial Completion. The cost of this and any additional inspections by the Construction Manager shall be at Contractor’s expense in accordance with the Section. When the Work or designated portion thereof is substantially complete, the Construction Manager will prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish responsibilities of C-TRAN and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of acceptance by the Board of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. The Certificate of Substantial Completion shall be submitted to C-TRAN and Contractor for their written acceptance of responsibilities assigned to them in such Certificate. The Construction Manager and Owner will make one Punch List check and perform one (1) back check of the punchlist. Added inspections or meetings shall be at Contractor’s expense at Construction Manager’s applicable rates. Such inspection meetings may be required because of: Failure on the part of Contractor to satisfactorily complete all items on punchlist prior to back check of the punchlist; or Additional inspections required by defective installations or equipment. Contractor’s acceptance of Substantial Completion payment shall constitute a waiver of all claims by the Contractor except those previously made in writing and identified by the Contractor as unsettled at the time of the application for payment for the substantial Completion payment, and except for the Contract Sums due at Final Acceptance. 5.17.8 Partial Occupancy or Use C‑TRAN may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate Agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Subsection 5.19.3 and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided C-TRAN and Contractor have accepted in writing the responsibilities assigned to each of them for payment, retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Construction Manager as provided under Subsection 5.17.7. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between C-TRAN and Contractor or, if no agreement is reached, by decision of the Construction Manager. Immediately prior to such partial occupancy or use, C-TRAN, Contractor and Construction Manager shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. Use by Owner of any finished part of the Work, which has specifically been identified in the Contract Documents, or which Owner, Construction Manager and Contractor agree constitutes a separately functioning process, facility or portion of the Work that can be used by Owner without significant interference with Contractor’s performance of the remainder of the Work, may be accomplished prior to Substantial Completion of all the Work subject to the following: Owner at any time may request Contractor in writing to permit Owner to use any such part of the Work which Owner believes to be ready for its intended use and substantially complete. If Contractor agrees, Contractor will certify to Owner and Construction Manager that said part of the Work is substantially complete and request Construction Manager to issue a Certificate of Substantial Completion for that part of the Work. Contractor at any time may notify Owner and Construction Manager in writing that Contractor considers any such part of the Work ready for its intended use and substantially complete and request Construction Manager to issue a Certificate of Substantial Completion for that part of the Work. Within a reasonable time after either such request, Owner, Contractor and Construction Manager shall make an inspection of that part of the Work to determine its status of completion. If Construction Manager does not consider that part of the Work to be substantially complete, Construction Manager will notify Owner and Contractor in writing giving the reasons therefore. If Construction Manager considers that part of the Work to be substantially complete, the provisions of Subsection 5.17.7 will apply with respect to certification of Substantial Completion of that part of the Work and the division of responsibility in respect thereof and access thereto. Unless otherwise agreed, Owner’s partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. 5.17.9 Final Completion and Final Payment Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Construction Manager and Owner will promptly make such tests and inspection and, when the Construction Manager and Owner find the Work acceptable under the Contract Documents and the Contract fully performed, the Construction Manager will promptly issue a final Certificate for Payment stating that to the best of the Construction Manager’s knowledge, information and belief, and on the basis of the Construction Manager’s observations and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the balance found to be due the Contractor and noted in said final Certificate is due and payable. The Construction Manager’s final Certificate for Payment will constitute a further representation that conditions listed herein as precedent to the Contractor’s being entitled to final payment have been fulfilled. The Contractor agrees that neither completion nor final acceptance shall relieve the Contractor of the responsibility to indemnify, defend, and protect C-TRAN against any claim or loss resulting from the failure of the Contractor (or the Subcontractors or lower tier subcontractors) to pay all laborers, mechanics, subcontractors, material persons, or any other person who provides labor, supplies, or provisions for carrying out the Work or for any payments required for unemployment compensation under Title 50 RCW or for Industrial Insurance and medical aid required under Title 51 RCW. Final acceptance shall not constitute acceptance of any unauthorized or defective work or material. C‑TRAN shall not be barred from requiring the Contractor to remove, replace, repair, or dispose of any unauthorized or defective Work or material or from recovering damages for any such work or material. Final Acceptance will not be granted until C-TRAN has received and accepted Record Documents, Operations, and Maintenance Manuals, staff training on all operable equipment, final certificates of occupancy from local jurisdictions and all required certificates or other evidence of warranties. Final Completion must be achieved within 30 days of the scheduled Substantial Completion date as described in Subsection 5.17.7. Final payment shall not become due until the Contractor submits the following items to the Construction Manager: An Affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which C-TRAN or C-TRAN’s property might be responsible or encumbered (less amounts withheld by C-TRAN) have been paid or otherwise satisfied. A certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days prior written notice has been given to C-TRAN. A written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents. Other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encumbrances arising out of the Contract, to the extent and in such form as may be designated by C-TRAN or as may be required by applicable laws and regulations. Affidavits of Wages Paid for the Contractor and each subcontractor approved by the Industrial Statistician of the Washington State Department of Labor and Industries have been provided to C-TRAN; and Final certified payrolls for the Contractor and subcontractors of all tiers. If a subcontractor refuses to furnish a release or waiver required by C-TRAN, the Contractor may furnish a bond satisfactory to C-TRAN to indemnify C-TRAN against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to C-TRAN all money that C‑TRAN may be compelled to pay in discharging such lien, including all costs and attorneys’ fees. Lien notices shall be delivered to: C-TRAN Attn: Procurement 10600 NE 51st Circle Vancouver, WA 98682 The making of final payment shall not constitute a waiver of any claims by C-TRAN, including, but not limited to, those arising from: Unsettled liens; Faulty or defective Work appearing after substantial completion; Failure of the Work to comply with the requirements of the Contract Documents; or Terms of any warranties or guarantees required by the Contract Documents or Supplemental Agreements between C-TRAN and Contractor. If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Construction Manager so confirms, C-TRAN shall, upon application by the Contractor and certification by the Construction Manager, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Construction Manager prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. Acceptance of final payment by the Contractor, a subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. Such waivers shall be in addition to any waivers of Claims resulting from the operation of Subsections 5.4.2, 5.4.3, 5.4.4, and 5.15.4. 5.18 Protection of Persons and Property 5.18.1 Safety Precautions and Programs The Contractor shall be solely and completely responsible for conditions of the work site, including safety of all persons and property, during performance of the Work. The Contractor shall maintain the Work site and perform the Work in a manner, which meets statutory, and common law for the provision of a safe place to work. This requirement shall apply continuously and not be limited to normal working hours. That the Construction Manager or Owner conducts construction review of the Contractor’s performance does not and shall not be intended to include review of the adequacy of the Contractor’s safety measures in, on or near the site of the Work. The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Contract. 5.18.2 Safety of Persons and Property The Contractor shall take reasonable precautions for the safety of, and shall provide reasonable protection to prevent damage, injury or loss to: Employees on the Work and other persons who may be affected thereby; The Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor’s subcontractors or sub-subcontractors; and Other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. The Contractor shall give all notices and comply with all applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. The Contractor shall comply with the safety regulations set forth in “Safety Standards for Construction” and “General Safety Standards” and any other requirements published by the Washington State Department of Labor and Industries. The Contractor shall comply with the Federal Occupational Safety and Health Act of 1970 (OSHA), including all revisions, amendments and regulations issued thereunder, and the provisions of the Washington Industrial Safety Act of 1973 (WISHA), including all revisions, amendments and regulations issued thereunder by the Washington State Department of Labor and Industries. The WISHA regulations shall apply to all excavation, trenching and ditching operations. In case of conflict between any such requirements, the more stringent regulation or requirement shall apply. The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety precaution, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users and adjacent sites and utilities. The Contractor shall maintain at the work site office or other well-known place at the work site, all materials (e.g., a first aid kit) necessary for giving first aid to the injured, and shall establish, publish and make known to all employees procedures for ensuring immediate removal to a hospital or a doctor’s care, persons, including employees, who may have been injured on the site. Employees shall not be permitted to work on the site before the Contractor has established and made known procedures for removal of injured persons to a hospital or a doctor’s care. The Contractor’s and/or any subcontractors shall ensure that at least one (1) of such employees has a valid, effective first aid card. When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. The Contractor shall promptly remedy damage and loss to property referred to in this Section caused in whole or in part by the Contractor, Subcontractor, a Sub-subcontractor, 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 under this Section, except damage or loss attributable to acts or omissions of C-TRAN or Construction Manager or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault of negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor’s obligations previously stated. The Contractor shall designate a responsible member of the Contractor’s organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor’s Superintendent unless otherwise designated by the Contractor in writing to C-TRAN and Construction Manager. At all times until C-TRAN’s occupancy of the Work or a designated portion of the Work, the Contractor shall protect from damage, weather, deterioration, theft, vandalism and malicious mischief all materials, equipment, tools, and other items incorporated or to be incorporated in the Work or designated portion, or consumed or used in the performance of the Work or designated portion, and all Work in process and completed Work or designated portion. The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its safety. 5.18.3 Hazardous Materials If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to C-TRAN and Construction Manager in writing. C-TRAN shall obtain the services of a licensed or accredited laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to verify that it has been rendered harmless. Unless otherwise required by the Contract Documents, C-TRAN shall furnish in writing to the Contractor and Construction Manager the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Contractor and the Construction Manager will promptly reply to C‑TRAN in writing stating whether or not either has reasonable objection to the persons or entities proposed by C-TRAN. If either the Contractor or Construction Manager has a reasonable objection to a person or entity proposed by C-TRAN, C‑TRAN shall propose another to whom the Contractor and the Construction Manager have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written Agreement of C-TRAN and Contractor. The Contract Time may be extended appropriately and the Contract Sum may be increased in the amount of the Contractor’s demonstrated, reasonable additional costs of shut-down, delay and start-up, which adjustment shall be accomplished as provided in Section 5.12. The Contractor shall not install in the Work any hazardous material. C-TRAN shall not be responsible under Subsection 5.15.3 for materials or substances brought to the site by the Contractor unless such materials or substances were required by the Contract Documents. 5.18.4 Public Safety and Convenience The Contractor shall conduct its Work so as to ensure the least possible obstruction to vehicular traffic and inconvenience to the general public and the residents in the vicinity of the Work and to ensure the protection of persons, property and natural resources. No road or street shall be closed to the public except with the permission of C-TRAN and the proper governmental authority. Fire hydrants on or adjacent to the Work shall be accessible to firefighting equipment at all times. Temporary provisions shall be made by the Contractor to ensure the use of sidewalks, fire lanes, private and public driveways and proper functioning of gutters, sewer inlets, drainage ditches and culverts, irrigation ditches and natural water courses, if any, on the work site. 5.18.5 Sanitation The Contractor shall comply with WAC 296-155-140 and other applicable laws and regulations establishing sanitation standards in the construction industry. 5.18.6 Emergencies In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor’s discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of the time claimed by the Contractor on account of an emergency beyond the control of the Contractor shall be determined as provided in Subsection 5.9.2 and Section 5.12 Indemnification and Insurance. 5.19 Indemnity and Defense To the maximum extent permitted by law, the Contractor shall be liable for all damages and injury which shall be caused to owners of property on or in the vicinity of the work or which shall occur to any person or persons or property whatsoever arising out of the performance of this Contract, whether or not such damage or injury be caused by the breach or alleged breach of the Contract Documents by Contractor or negligence of the Contractor and whether or not such damage or injury be caused by the inherent nature of the work specified. To the maximum extent permitted by law, the Contractor shall defend, indemnify and hold C‑TRAN and Construction Manager and all of their officers, principals, agents and employees harmless from any liability whatsoever arising in contract, tort or equity for any injuries to persons or property arising out of the performance of this Contract; provided, however, that if (and only if) the provisions of RCW 4.24.115 apply to the work and any such injuries to persons or property arising out of performance of this Contract are caused by or result from the concurrent negligence of Contractor or its subcontractors, agents or employees, Construction Manager, and C-TRAN or its agents or employees, the indemnification applies only to the extent of the negligence of the Contractor, its subcontractors, agents or employees. The Contractor specifically assumes potential liability for actions brought by the Contractor’s own employees against C‑TRAN and the Construction Manager and for that purpose the Contractor specifically waives any immunity under the workers compensation act, RCW Title 51. By executing the Agreement, the Contractor recognizes and confirms that this waiver was specifically entered into pursuant to the provisions of RCW 4.24.115 and was the subject of mutual negotiation. In addition to the amounts required by Chapter 60.28 RCW to be withheld from the progress payments to the Contractor, C-TRAN may, in its sole discretion, withhold amounts sufficient to pay any property damage claim of which C-TRAN may have knowledge, regardless of the informalities of notice of such claim, arising out of the performance of this Contract, provided that the total amounts withheld for such purpose shall not exceed one (1) percent of the Contract Price. The term “property damage claim” shall not include any claim for personal injuries or any claim by persons furnishing supplies or materials or performing labor for the Contractor. The amount withheld will not be paid to the claimant by C‑TRAN but will be held until either the Contractor secures a written release from the claimant, obtains a court decision that such claim is without merit or satisfies any judgment in favor of the claimant on such claims. In claims against any person or entity indemnified under this Subsection 5.19 by an employee of the Contractor, a subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Subsection 5.19 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or a subcontractor under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts. The obligations of the Contractor under this Subsection shall not extend to the liability of the Construction Manager, the Construction Manager’s consultants, and agents and employees of any of them. 5.19.1 Contractor’s Liability Insurance The Contractor shall purchase and maintain in a company or companies licensed to do business in the state which the Project is located, with an A.M. Best rating of A/VIII or better and reasonably satisfactory to Owner, such insurance as will protect Contractor and Owner from claims set forth below which may arise out of or result from the Contractor’s operations under the Contract, whether such operations be by itself or by any subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. All reinsurers that may be called upon to support or share in an insurer’s obligations specified in connection with insurance required of the Contractor by the Contract Documents must also have an A.M. Best rating of A/IX or better. Claims under workers’ or workmen’s compensation, disability benefit and other similar employee benefit acts which is applicable to Work to be performed. Claims for damages, because of bodily injury, occupational sickness or disease, or death of the Contractor’s employees. Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor’s employees. Claims for damages insured by usual personal injury liability coverage, which are sustained (1) by a person as a result of an act or omission directly or indirectly related to employment of such person by the Contractor, or (2) by another person. Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom. Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle. Claims involving contractual liability insurance applicable to the Contractor’s obligations under Paragraph 5.19. Liability insurance shall include all major divisions of coverage and be on a comprehensive basis including: Premises operations (including X, C and U as applicable); Independent Contractor’s protective; Products and completed operations; Personal injury liability with employment exclusion deleted; Contractual, including specific provision for Contractor’s obligation under Subsection 5.19; Owned, non-owned and hired motor vehicles; Broad form property damage including completed operations; and Umbrella excess liability. The insurance required by Subsection 5.19.1 shall be written for not less than limits of liability specified below or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption from date of commencement of the Work until date of final payment and termination of any coverage required to be maintained after final payment. Workers Compensation: State: Statutory; Applicable Federal (e.g., Longshoremen’s): Statutory; and Employers Liability: $1,000,000.00. Comprehensive General Liability (Including Premises Independent Contractor’s Protective; Products and Completed Operations; Broad Form Property Damage): Bodily Injury: $1,000,000.00. Each occurrence. $1,000,000.00. Annual aggregate. Property Damage: $1,000,000.00. Each occurrence. $1,000,000.00. Annual aggregate. Products and completed operations to be maintained for three (3) years after final payment. Property Damage Liability Insurance shall provide X, C, or U coverage as applicable. Contractual Liability: Bodily Injury: $1,000,000.00. Each occurrence. Property Damage: $1,000,000.00. Each occurrence. $1,000,000.00. Annual occurrence. Personal Injury, with employment exclusive deleted: $1,000,000. Annual aggregate. Comprehensive Automobile Liability: Bodily Injury: $1,000,000.00. Each person. $1,000,000.00. Each occurrence. Umbrella Excess Liability: $5,000,000.00. Over primary insurance. $50,000.00. Retention for self-insured hazards each occurrence. WA Stop Gap Liability: $1,000,000.00. Each occurrence. Certificates of Insurance and Endorsements acceptable to C-TRAN shall be filed with C‑TRAN prior to commencement of the Work. These Certificates and the insurance policies required by this Section shall contain a provision that coverages afforded under the policies will not be reduced, canceled or allowed to expire until at least 30 days’ prior written notice has been given to C-TRAN. C‑TRAN shall be included as an additional insured on all such policies. Information concerning reduction of coverage shall be furnished by the Contractor with reasonable promptness in accordance with the Contractor’s information and belief. The Contractor shall furnish one (1) copy of certificates of insurance herein required. The Contractor shall furnish to C-TRAN copies of any endorsements that are subsequently issued amending coverage or limits. 5.19.2 Owner’s Liability Insurance C-TRAN shall be responsible for purchasing and maintaining C-TRAN’s usual liability insurance. Optionally, C-TRAN may purchase and maintain other insurance for self-protection against claims, which may arise from operations under the Contract. The Contractor shall not be responsible for purchasing and maintaining this optional Owner’s liability insurance unless specifically required by the Contract Documents. 5.19.3 Property Insurance Before commencement of the Work, the Contractor will submit written evidence (via certificate of insurance) that it has purchased (at Contractor’s expense) for the period of this Contract, Builder’s Risk “All-Risk” Completed Value Insurance Coverage, in the face amount of this Contract plus state and local sales taxes, (including coverage for fire, Collapse, and Damage resulting from Faulty Workmanship, Material, or Design; but not including Flood, Earthquake or Landslide unless specified for a given project) upon the entire Work which is the subject of this Contract, including completed work and work in progress but excluding structures in existence at the time the Contract was awarded. Such insurance shall include as Additional Named Insureds: C-TRAN(s) and each of their officers, agents and employees; and any other persons with an insurable interest designated by C-TRAN as Additional Named Insureds. Such insurance must be issued by an insurer(s) and reinsurers meeting the qualification requirements of Subsection 5.19.1. Within 30 days of award of the Contract, the Contractor shall also provide C-TRAN with a copy of the Insurance Contract required by this Subsection. Such insurance may have a deductible clause but not to exceed $10,000. (The deductible on earthquake, flood and landslide may be in accordance with the Underwriters’ requirements.) The Contractor shall be solely responsible for any such deductibles. 5.19.4 Adjustment Upon the occurrence of an insured loss, C-TRAN, as first named insured, shall have the right to adjust and settle any loss with the insurers. C-TRAN shall deposit in a separate account any monies received, and shall distribute such funds in accordance with such agreement as the parties in interest may reach. If no agreement is reached, any damaged Work shall first be repaired or replaced, and payment therefore made from the separate account by Change Order or by payment to a separate Contractor, at C‑TRAN’s option; further disbursements from the separate account will then be determined pursuant to the provisions of Subsections 5.9.3 and 5.10. Partial occupancy or use in accordance with Subsection 5.17.8 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. C-TRAN and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse, or reduction of insurance. 5.20 Performance and Payment Bonds The Contractor shall secure and pay for a Performance Bond and a Payment Bond, each in the full amount of the Contract Sum plus sales tax, pursuant to Chapter 39.08 RCW. Said bonds shall meet all requirements of Chapter 39.08 RCW and shall also be issued by a surety with an A.M. Best rating of A/IX or better. All reinsurers that may be called upon to support or share in a surety’s obligations specified in connection with the performance and payment bond obligations required of the Contractor by the Contract Documents must also have an A.M. Best rating of A/VIII or better. C-TRAN WILL DECLINE TO ENTER INTO THE CONTRACT AND WITHHOLD ITS “NOTICE TO PROCEED” TO THE CONTRACTOR UNTIL SUCH SURETY BONDS ARE RECEIVED. If the Contract is executed, the Contract Time shall be reduced by one (1) day for each day after ten (10) days that said bonds are not received by C-TRAN, and there shall be no adjustment to the completion date. Such bonds shall be delivered to C-TRAN within ten (10) working days after the award of the Contract and prior to the issuance of the Notice to Proceed. The premium shall be paid by the Bidder, and the security secured by the Bidder’s usual sources that may be agreeable to the parties. C-TRAN WILL DECLINE TO ENTER INTO THE CONTRACT AND WITHHOLD ITS “NOTICE TO PROCEED” TO THE CONTRACTOR UNTIL SUCH SURETY BONDS ARE RECEIVED. If the Contract is executed, the Contract Time shall be reduced by one (1) day for each day after ten (10) days that said bonds are not received by C-TRAN, and there shall be no adjustment to the completion date. The Bidder shall require the attorney-in-fact who executed the required bond on behalf of the surety to affix thereto a certified and current copy of their power of attorney indicating the monetary limit of such power. Release of Payment Bond will be 60 days following Contracting Agency Final Acceptance of Contract, provided following conditions are met: Payment to the State with respect to taxes imposed pursuant to Title 82, RCW on Contracts totaling more than $35,000, a release has been obtained from the Washington State DOR. Affidavits of Wages Paid for the Contractor and all subcontractors are on file with the Contracting Agency (RCW 39.12.040). A certificate of Payment of Contributions Penalties and Interest on Public Works Contract is received from the Washington State Employment Security Department. Washington State Department of Labor and Industries, pursuant to RCW 51.12.050, confirms the Contractor, subcontractor(s) and any lower tier subcontractor(s) are current with payments of industrial insurance and medical aid premiums. All claims, as provided by law, filed against the Contract Bond have been resolved. 5.21 Uncovering and Correction of Work 5.21.1 Uncovering of Work If a portion of the Work is covered contrary to the Construction Manager’s, Owner’s or governmental authority with jurisdiction request or to requirements specifically expressed in the Contract Documents, it must, if required in writing by the Construction Manager, Owner, or governmental authority with jurisdiction, be uncovered at Contractor’s expense for the Construction Manager’s observation and be replaced at the Contractor’s expense without change in the Contract Time. If a portion of the Work has been covered which the Construction Manager has not specifically requested to observe prior to its being covered, the Construction Manager may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, and Contractor has notified Owner in writing of Construction Manager’s request and Contractor has signed a sworn statement that the Work is in compliance with the Contract Documents and submits evidence of reasonable care, quality control and inspection completed by Contractor to determine such, costs of uncovering and replacement shall, by appropriate Change Order, be charged to C‑TRAN. If such Work is not in accordance with the Contract Documents, the Contractor shall pay such costs, except to the extent the condition was caused by C-TRAN or a separate Contractor of Owner, in which event C-TRAN shall be responsible for purposes of this Contract only for payment of such costs to the extent of its proportionate responsibility. 5.21.2 Warranties and Correction of Work The Contractor shall promptly correct Work rejected by the Construction Manager or failing to conform to the requirements of the Contract Documents, whether observed before or after Substantial Completion and whether or not fabricated, installed or completed. The Contractor shall bear costs of correcting such rejected Work, including additional testing and inspections and compensation for the Construction Manager’s services and expenses made necessary thereby. The general project warranty period of one (1) year from acceptance by the Board shall be extended with respect to portions of Work first performed or corrected after Substantial Completion by the period of time between Substantial Completion and the satisfactory performance or correction of the Work. At the election of C-TRAN, the extended periods of warranty shall be confirmed by submission by the Contractor of written special warranties. If within two (2) years after the date of acceptance of the Work or designated portion thereof, or after the date for commencement of warranties established under Subsection 5.17.7, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of notice from C‑TRAN to do so unless C-TRAN has previously given the Contractor a written acceptance of such condition. This obligation under Subsection 5.18.2 shall survive acceptance of the Work under the Contract and termination of the Contract. C-TRAN shall give such notice promptly after discovery of the condition. The Contractor shall remove from the site portions of the Work, which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by C‑TRAN in writing. If the Contractor fails to correct nonconforming Work within a reasonable time, C-TRAN may correct it in accordance with Subsection 5.4.4. If the Contractor does not proceed with correction of such nonconforming Work within a reasonable time fixed by written notice from the Construction Manager, C‑TRAN may remove it and store the salvable materials or equipment at the Contractor’s expense. If the Contractor does not pay costs of such removal and storage within ten (10) days after written notice, C‑TRAN may sell such materials and equipment at auction or at private sale and shall account for the proceeds thereof, after deducting costs and damages that should have been borne by the Contractor, including compensation for the Construction Manager’s services, attorneys’ services, and expenses made necessary thereby. If such proceeds of sale do not cover costs which the Contractor should have borne, the Contract Sum shall be reduced by the deficiency. If payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor promptly shall pay the difference to C‑TRAN. The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of C-TRAN or separate Contractors caused by the Contractor’s correction or removal of Work which is not in accordance with the requirements of Contract Documents. Nothing contained in this Section shall be construed to establish a period of limitation with respect to other obligations, which the Contractor might have under the Contract Documents. Establishment of the time period of two (2) years as described in this section 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. Correction of Work may be performed by Owner’s selected Contractors at Contractor’s expense. 5.21.3 Acceptance of Nonconforming Work If C-TRAN prefers to accept Work, which is not in accordance with the requirements of the Contract Documents, C-TRAN may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. 5.22 Miscellaneous Provisions 5.22.1 Governing Law The Contract shall be governed by the law of the State of Washington where the Project is located. The venue of any litigation under the Contract shall be in Clark County, Washington or as required by federal jurisdiction. 5.22.2 Successors and Assigns C-TRAN and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Except to the extent specifically provided elsewhere in the Contract Documents, neither party to the Contract shall assign the Contract in whole or in part without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. 5.22.3 Rights and Remedies Except as limited herein or specially provided for herein, the parties shall have such other duties, obligations, rights, and remedies otherwise imposed or made available by the law of the State of Washington. The failure of any party to insist in any one (1) or more instances upon the strict performance of any one (1) or more of the provisions of this Contract, or to exercise any right herein contained or provided by law, shall not be construed as a waiver or relinquishment of the performance of such provisions or rights or of the right to subsequently demand such strict performance or exercise of such rights. If any clause, sentence, or provision of this Contract is held as a matter of law to be void or unenforceable, the remainder of the Contract shall be enforceable without such clause, sentence, or provision. 5.22.4 Tests and Inspections Tests, inspections, and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations, orders of public authorities having jurisdiction shall be made at an appropriate time. Unless otherwise provided in the Contract Documents, the Contractor shall make timely arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to C-TRAN, or with the appropriate public authority. Contractor shall bear additional related costs of tests, inspections whereas contractor fails to cancel appropriate testing. The Contractor shall give the Construction Manager/C-TRAN third party consultant timely notice of when and where tests and inspections are to be made so the Construction Manager may observe such procedures. C-TRAN shall bear costs of tests, inspections or approvals which have become requirements after bids were received. If the Construction Manager, C-TRAN or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under this Section, the Construction Manager will, upon consent of C-TRAN, instruct the Contractor to make arrangements for such additional testing, inspection or approval by any entity acceptable to C-TRAN, and the Contractor shall give timely notice to the Construction Manager of when and where tests and inspections are to be made so the Construction Manager may observe such procedures. C-TRAN shall bear such costs except as provided in this Section. If such procedures for testing, inspection, or approval under this Section reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, the Contractor shall bear all costs made necessary by such failure including those of repeated procedures and compensation for the Construction Manager’s services and expenses. If C-TRAN is responsible under the Contract Documents, law or regulation to pay only for an inspection of any inspector, consultant or Construction Manager, C-TRAN shall be required to pay only for the first actual inspection. If the Contractor arranges for an inspection and the inspector is required to wait, to leave without inspecting, to perform a partial inspection, to return to complete or re-inspect, or otherwise to expend time other than for the primary inspection, the Contractor shall be responsible for costs including commissioning agents and building pressure testing. If the Contractor does not pay the charges for which it is responsible within 30 days of billing, C‑TRAN may pay the charges directly and back charge the Contractor on the next progress payment the amount paid plus a ten (10) percent handling fee. Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Construction Manager. If the Construction Manager is to observe tests, inspections or approvals required by the Contract Documents, the Construction Manager will do so promptly and, where practicable, at the normal place of testing. Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. No acceptance of any Work shall be construed to result from any inspections, tests or failure to inspect or test by C-TRAN, C-TRAN’s representatives, the Construction Manager or any other person. No inspection, test, failure to inspect or test, or failure to discover any defect or nonconformity by C‑TRAN, C‑TRAN’s representatives, the Construction Manager or any other person shall relieve the Contractor of its responsibility for meeting the requirements of the Contract Documents or impair C‑TRAN’s right to reject defective or nonconforming items or right to avail itself of any other remedy to which C‑TRAN may be entitled, notwithstanding C-TRAN’s knowledge of the defect or nonconformity, its substantiality or the ease of its discovery. 5.22.5 Interest Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate provided under RCW 39.76.010. 5.22.6 Partnering C-TRAN and Contractor may participate together in cooperative procedures mutually developed by the parties to avoid or minimize problems on the Project. 5.23 Termination or Suspension of the Contract 5.23.1 Termination by the Contractor The Contractor shall have the right to terminate the Contract only if C-TRAN fails to remedy a breach by it of a material term of the Contract Documents, and such failure continues to exist after 30 days’ advance written notice from Contractor that describes such a material breach and identifies at least one (1) way for Owner to remedy it. 5.23.2 Termination by C-TRAN for Cause C-TRAN may, upon seven (7) days’ written notice to the Contractor, terminate (without prejudice to any right or remedy of C-TRAN) the whole or any portion of the Contract or Work for cause, including, but not limited to, the following circumstances: 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; 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; The Contractor fails to supply a sufficient number of properly skilled workers or proper materials; The Contractor fails to make prompt payment due to Subcontractors or for materials or labor; The Contractor disregards or violates laws, ordinances, rules, regulations or orders of any public authority having jurisdiction; or The Contractor breaches any material provision of the Contract Documents. When any of the above reasons exist, or when any other legally sufficient cause exists, C‑TRAN, upon certification by the Construction Manager that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of C-TRAN and after giving the Contractor and the Contractor’s surety, if any, seven (7) days’ written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: Take possession of the site and of all materials, equipment, tools and construction equipment and machinery thereon owned by the Contractor; Accept assignment of Subcontracts pursuant to Paragraph 5.13.3; and Finish the Work by whatever reasonable method C-TRAN may deem expedient. When C-TRAN terminates the Contract for cause pursuant to this section, the Contractor shall not be entitled to receive further payment until the Work is finished. If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Construction Manager’s services, attorneys’ fees, and expenses made necessary thereby, and other damages incurred by C-TRAN and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall promptly pay the difference to C-TRAN. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Construction Manager, upon application, and this obligation for payment shall survive termination of the Contract. If, after Contractor has been terminated pursuant to this paragraph, it is determined that legally sufficient cause does not exist, then such termination shall be considered a termination for convenience pursuant to Subsection 5.23.3. If C-TRAN terminates in whole or in any part of the Work pursuant to this Section, C-TRAN may procure, upon such terms and in such manner, as it deems appropriate, supplies or services similar to those so terminated, and the Contractor shall be liable to C-TRAN for any excess costs for such similar supplies or services. The Contractor shall continue the performance of this Contract to the extent not terminated hereunder. 5.23.3 Termination or Suspension by Owner for Convenience C-TRAN may, at any time upon ten (10) days’ written notice to the Contractor and Contractor’s surety, terminate (without prejudice to any right or remedy of C-TRAN) or suspend the whole or any portion of the Work for the convenience of C-TRAN. If C-TRAN terminates the Work or any portion thereof for convenience, C-TRAN shall be liable to Contractor only for those costs reimbursable to Contractor in accordance with this Section, plus ten (10) percent of the actual costs recovered under this Section, unless the Contractor would have sustained a loss on the entire Contract had it been completed, in which case the ten (10) percent markup will not be included, and an appropriate adjustment will be made to reduce the amount due the Contractor in proportion to the rate of loss. If C-TRAN terminates the Work or any portion thereof for convenience, C-TRAN shall pay the Contractor as follows: An amount consistent with the terms of the Contract Documents for supplies, services, or property accepted by C-TRAN pursuant to Subsection 5.23.4 (or sold or acquired pursuant to Subsection 5.23.4) for which C-TRAN has not paid. The amount due under Section 5.14 of this Agreement for the performance of the Work already performed, exclusive of any costs attributable to supplies or services otherwise paid or to be paid for under this subparagraph; and The cost of settling and paying claims arising out of the termination of Work under Subcontracts or orders, pursuant to Subsection 5.23.4, which are properly chargeable to the terminated portion of the Work (exclusive of amounts paid or payable on account of completed items of equipment delivered or services furnished by subcontractors or vendors prior to the effective date of the Notice of Termination and exclusive of unearned profit). If C-TRAN suspends all or any portion of the Work in accordance with Subsection 5.4.5 for C‑TRAN’s convenience, the Contract Sum and/or time shall be equitably adjusted only to the extent the Contractor can demonstrate actual impact as a result of such suspension. The total sum to be paid to the Contractor under this Subsection 5.23.3 shall not exceed the Contract Sum as reduced by the number of payments otherwise made and the price of Work not terminated, and as otherwise permitted by the Contract Documents. The amounts payable to the Contractor shall exclude the fair value of property, which is destroyed, lost, stolen, or damaged so as to become undeliverable to C-TRAN or to a buyer pursuant to Subsection 5.23.4. 5.23.4 Contractor’s Duties on Termination Unless C-TRAN directs otherwise, after receipt of a Notice of Termination from C-TRAN pursuant to Subsection 5.23.2 or 5.23.3, the Contractor shall promptly: Stop Work under the Contract on the date and as specified in the Notice of Termination. Place no further orders or subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of the Work as is not terminated. Procure cancellation of all orders and subcontracts, upon terms acceptable to C‑TRAN, to the extent that they relate to the performance of Work terminated. Assign to C-TRAN all of the right, title and interest of the Contractor under all orders and subcontracts, in which case C-TRAN 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. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts. Transfer title and deliver to the entity or entities designated by C-TRAN 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. Use its best efforts to sell any property of the types referred to herein. 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 C-TRAN, and the proceeds of any such transfer or disposition may be applied in reduction of any payments to be made by C-TRAN to the Contractor. Take such action as may be necessary or as directed by C-TRAN to preserve and protect the Work and property related to this Project in the possession of the Contractor in which C‑TRAN has an interest; and Continue performance only to the extent not terminated. The Contractor shall, from the effective Date of Termination until the expiration of three (3) years after final settlement under this Contract, preserve and make available to C-TRAN, at all reasonable times at the office of the Contractor, and without charge to C-TRAN, all books, records, documents, photographs and other evidence bearing on the costs and expenses of the Contractor under this Contract and relating to the terminated or completed Work. In arriving at any amount due the Contractor after termination, the following shall apply: The Contractor shall refund to C-TRAN any amounts paid by C-TRAN to the Contractor in excess of costs reimbursable under Subsection 5.23.3. The damages and relief from termination by C-TRAN specifically provided in Section 5.23 shall be the Contractor’s sole entitlement in the event of termination. 5.24 Force Majeure Neither party is liable for delay or default if such delay or default is the result of an event of Force Majeure, meaning acts of God, acts of the public enemy, acts of the government in its sovereign capacity, fires, floods, earthquake, epidemics, pandemics, quarantine restrictions, or freight embargoes. Force majeure shall not include the following: an event which, in whole or in part (a) is the result of a labor strike, work stoppage or slowdown, or other labor related issue caused by employees either of the Contractor, its subcontractor or supplier, or an affiliate; (b) is the result of a change in the federal revenue or income tax laws; or (c) is or was reasonably within the control of or was caused by the fault or negligence of, the party claiming Force Majeure as an excuse for delay or default. A party asserting Force Majeure as an excuse for delay or default shall notify the other party within 24 hours after commencement of the delay or default, take reasonable steps to minimize any delay or damages, and continue to perform all non-excused obligations. 5.25 Damages for Failure to Achieve Timely Completion Liquidated Damages Timely performance and completion of the Work is essential to Owner and time limits stated in the Contract Documents are of the essence. Owner will incur serious and substantial damages if Physical Completion of the Work does not occur within the Contract Time. However, it would be difficult if not impossible to determine the exact amount of such damages. Consequently, provisions for liquidated damages are included in the Contract Documents. Owner's right to liquidated damages is not affected by partial completion, occupancy, or beneficial occupancy. Contractor shall furnish sufficient forces, construction plant and equipment, and shall work such hours, including night shifts, overtime operations and weekend and holiday work as may be necessary to insure the production of the Work in accordance with the date of Substantial Completion and the approved Contractor's Construction Schedule. If Contractor fails to perform in a timely manner in accordance with the Contract Documents and, through the fault of Contractor or Subcontractor(s) fails to meet Contractor's Construction Schedule, Contractor shall take such steps as may be necessary to immediately improve its progress by increasing the number of workers, shifts, overtime operations or days of work, all without additional cost to Owner. The liquidated damage amounts set forth in the Contract Documents will be assessed not as a penalty, but as liquidated damages for breach of the Contract Documents. This amount shall be $100.00 per day. This amount is fixed and because of the impracticability and extreme difficulty 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.