2425-132%20Prime%20Consultants%20Solar%20Design%20Build%20Construction%20Contract.pdf

Parent document: Regular Board Meeting and Study Session-04-17-2025.pdf

Text

AGREEMENT
BETWEEN
BELLINGHAM SCHOOL DISTRICT
AND CONTRACTOR
PUBLIC WORKS BUILDING ENGINEERING SYSTEMS CONTRACT

This AGREEMENT is made as of the_ 13th day of December , 2024, between:

The “School District”: Bellingham School District No. 501
1985 Barkley Boulevard
Bellingham, Washington 98225
Attn: Corey Ayers _
corey.ayers@bellingham schools.org email
(360) 319-5877 _—_— Telephone

and the “Contractor”: Prime Consultants, Inc. DBA Western Solar

4326 Pacific Highway

Bellingham, WA 98226-9017

Attn: Eric Blatz, General Manager
eric@westernsolarinc.com email

(360) 746-0859 Telephone

A general description of the Project is: Solar Design & Installation Project
Installation of solar systems on five schools, including
Options High, Shuksan Middle, Alderwood Elementary,
Happy Valley Elementary and Sunnyland Elementary
Contract No. 2425-132

The Architect/Engineer (“A/E”), if any, is: Cascadia Renewables, LLC
1517 St. Paul St. __
Bellingham, WA 98229-4384
Attn: Markus Virta
markus@cascadiarenewables.com email
(360) 201-2067 Telephone

The School District and Contractor agree as set forth below.

ARTICLE 1
THE WORK

1.1 The Contractor shall fully execute and complete the entire Work described in the Contract Documents. This
Contract is procured under RCW 39.04.290, Contracts for building engineering systems. As such, the Owner and A/E are not
providing final design documents. Instead, Contractor is required to provide the final stamped drawings and specifications for the
design, fabrication, and installation of the Project, all of which shall be performed for the Contract Sum. The Owner and A/E, and any
required authorities having jurisdiction, must approve the final drawings and specifications before Contractor performs the physical
Work of the Project. Upon such full approval of the Contractor’s final drawings and specifications, such drawings and specifications
shall become a part of the Contract Documents. Approval of the Contractor’s drawings and specifications shall not make the Owner
or the AE responsible for such drawings and specifications, which responsibility shall solely remain with the Contractor.

ARTICLE 2
DATES OF COMMENCEMENT AND SUBSTANTIAL AND FINAL COMPLETION

2.1 Contractor shall proceed with the Work upon receipt of the School District’s notice to proceed. There may be
separate notices to proceed with the design and the construction.

BELLINGHAM SCHOOL DISTRICT NO. 501
Agreement between School District and Contractor Page 1


2.2 The Contractor shall achieve Substantial Completion of the Project no later than October 30, 2025, and shall achieve
Final Completion no later than thirty (30) days thereafter, subject to adjustments of the Contract Time as provided in the Contract
Documents. Performance Period Completion shall be achieved no later than one (1) year following Substantial Completion.
per school
2.3 Liquidated damages shall be $200 Aner day for each calendar day after the Contract Time that Substantial
Completion of the Project is not timely attained.

ARTICLE 3
CONTRACT SUM

3.1 The School District shall pay the Contractor for the Contractor’s performance of the Contract, inclusive of the
Contractor’s design, fabrication, and installation of the Project, the Contract Sum of
Two million one hundred forty seven thousand three hundred twenty four dollars twelve cents Dollars ($2,147,324.12 ), subject to additions and deductions as provided in
the Contract Documents. Sales tax is not included in and shall be added to the Contract Sum.

3.2 The Contract Sum is based upon and includes the following alternates, if any, which are described in the Contract
Documents and are hereby accepted by the School District:

3.3 Unit prices, if any, are as follows:
3.4 Allowances, if any, are as follows:
3.5 According to the School District’s pre-bid estimate, this Project X is/ _is not estimated to cost one million

dollars or more. If “is” is selected, then this Project is subject to the apprenticeship requirements of RCW 39.04.320 and
Section 10.17 in the attached General Conditions. If “is not” is selected, such apprenticeship requirements do not apply.

ARTICLE 4
PAYMENT

4.1 The School District will make payments to the Contractor as provided below and elsewhere in the Contract
Documents based upon Application(s) for Payment submitted by the Contractor. The School District will make progress payments on
account of the Contract Sum per Article 15. The Owner shall make payment consistent with the milestones and funding releases
established in the Owner’s Grant Agreement (as defined below).

4.2 The School District will make final payment, constituting the entire unpaid balance of the Contract Sum except
statutory retainage, to the Contractor when the Work has achieved Final Completion, the Agreement has been fully performed, and the
School District’s Board of Directors has accepted the Work. The retainage shall be paid pursuant to RCW 60.28 and the Contract
Documents. A performance and payment bond is required; see Article 17. Payments provided by authorities providing grant monies
shall also be subject to those authorities’ requirements.

4,2 Payments due and unpaid under the Agreement shall bear interest at the Bank of America prime rate plus 2%, unless
a higher rate is required by RCW 39.76.

ARTICLE 5
PERMITS AND FEES
5.1 The Contractor shall prepare documents for, secure, and pay for all necessary permits required for the Work, all as a
part of the Contract Sum.
5.2 The School District shall secure and pay for necessary approvals, easements, assessments and charges required for the

use or occupancy of permanent structures or permanent changes in existing facilities.

BELLINGHAM SCHOOL DISTRICT NO. 501
Agreement between School District and Contractor Page 2


ARTICLE 6

PROPERTY INSURANCE
6.1 The School District shall include this project in its existing property insurance coverage for loss or damage to the
property in the course of construction.
6.2 The Contractor shall be responsible for securing property insurance for its own equipment. This property insurance

shall be on an “all-risk” or equivalent policy form and shall include, but not be limited to, coverage for fire and extended coverage, theft,
vandalism, malicious mischief, collapse and windstorm. Any deductible shall be the sole responsibility of the Contractor.

6.3 Any loss insured under Section 6.1 is to be adjusted with the School District and made payable to the School District
as trustee for the insureds, as their interest may appear. The Contractor shall pay each subcontractor a just share of any insurance moneys
received by the Contractor, and by appropriate agreement, written where legally required for validity, shall require each subcontractor
to make payments to his sub-subcontractors in similar manner.

6.4 The School District as trustee shall have power to adjust and settle any loss with the insurers unless one of the
parties in interest shall object in writing within five days after the occurrence of loss to the School District’s exercise of this power,
and if such objection is made, the matter shall be decided by a court of competent jurisdiction or as the parties in interest otherwise
agree. The School District as trustee shall, in that case, make settlement with the insurers in accordance with directions of the court.

ARTICLE 7
ENUMERATION OF CONTRACT DOCUMENTS

The Contract Documents are enumerated as follows, except for modifications issued after execution of this Agreement and
except for the eventual final drawings and specifications:

7.1 This executed Agreement between the School District and Contractor, including the attached General Conditions.

7.2 Any Supplementary and other Conditions of the Agreement that are in the Project Manual or Specifications or
referenced therein.

73 The Addenda (if any) as follows:

Number Date Pages

Addendum One 11/1/2024 One through Twelve
Addendum Two 11/8/2024 One through Two
Addendum Three 11/15/2024 One through Eight

: . . . . The Project Manual is the Solar Design
7A The A/E’s and Owner’s design requirements as listed in the Project Manual. and Installation Request For Proposals

#2425-0559 including Contractor's
75 Any other documents forming part of the Contract Documents and listed below: | Proposal and Supplemental Docs.
Department of Labor and Industries Prevailing Wage Rates.
Intergency Agreement With Bellingham School District No. 501 through Clean Energy Grants RFA 2024 (“Grant
Agreement’)

This Agreement entered into as of the day and year first written above.

BELLINGHAM SCHOOL DISTRICT NO. 501 CONTRACTOR
By By
(Signature) (Signature)
Greg Baker, Superintendent
(Printed name and title) (Printed name and title)

BELLINGHAM SCHOOL DISTRICT NO. 501
Agreement between School District and Contractor Page 3


GENERAL CONDITIONS

ARTICLE 8
THE CONTRACT DOCUMENTS

8.1 The intent of the final Contract Documents,
once inclusive of the Contractor’s approved final drawings and
specifications, is to include all items necessary for the proper
execution and completion of the Work by the Contractor. The
Contract Documents are complementary, and what is required by
one is as binding as if required by all. Performance by the
Contractor is required to the extent consistent with the Contract
Documents and reasonably inferable from them as being
necessary to produce the intended results. Contractor is
responsible for any errors or omissions in the Contractor’s
approved final drawings and specifications.

8.2 The Contract Documents shall not be construed
to create a contractual relationship of any kind between the School
District and a Subcontractor of any tier, between the A/E (if any)
and the Contractor, or between any persons or entities other than
the School District and Contractor.

8.3 The term “Work” means the design, permitting,
demolition, abatement, disposal, fabrication, construction and
services required by the Contract Documents, whether completed
or partially completed, and includes all other design, labor,
materials, equipment and services provided or to be provided by
the Contractor to fulfill the Contractor’s obligations. The Work
may constitute the whole or a part of the Project.

8.4 The term “A/E” means the entity listed as such
on the first page of this Agreement, if any. The A/E may be an
architect, engineering or similar company, or consultant, and is
not necessarily a licensed architect or engineer. If “None” or
“N/A” is listed for the A/E, then the School District or its
designated representative will perform all of the functions of the
A/E described herein. The A/E is not an agent of the School
District, and is not authorized to speak on behalf of or bind the
School District.

8.5 The Contractor’s execution of the Agreement is
a representation and acknowledgement that the Contractor has
visited the site and become familiar with the local conditions
under which the Work is to be performed, that the Contract Sum
is reasonable compensation for all the Work, and that the Contract
Time is adequate for the performance of the Work, including the
design. The Contractor’s execution of the Agreement is a further
representation and acknowledgement that the Contractor has
carefully checked and verified all pertinent figures and that it has
carefully examined the Contract Documents and the Project site,
including any existing structures, and that it has satisfied itself as
to the nature, location, character, quality and quantity of the Work,
the labor, materials, equipment, goods, supplies, work, services
and other items to be furnished, and all other requirements of the
Contract Documents, as well as the surface conditions and other
matters that may be encountered at the Project site or affect
performance of the Work or the cost or difficulty thereof.

BELLINGHAM SCHOOL DISTRICT NO. 501
Agreement between School District and Contractor

8.6 The Contractor’s design services will result in a
Project design consistent with the Contract Documents and shall
meet or exceed all applicable building codes and the School
District’s design standards. Contractor shall use only licensed
design professionals for its design Work. The final Construction
Documents shall comply with all applicable federal, state and
local laws and regulations.

8.7 All of the Contractor’s drawings and
specifications shall be submitted in an electronic format
acceptable to the School District and shall be provided to the
School District electronically.

8.8 The drawings, specifications and other
documents, including those in electronic form, prepared by the
Contractor and its consultants for this Project are Instruments of
Service. The Instruments of Service shall become the joint
property of the School District and Contractor and, unless
otherwise provided, the Contractor shall be deemed the author of
these Instruments of Service and shall retain all common law,
statutory and other reserved rights, including the copyright, to the
extent not modified herein. The Contractor grants to the School
District a non-exclusive license to use and reproduce the
Instruments of Service for purposes of constructing, using,
maintaining and adding to the Project. Reproducible copies,
including electronic copies, may be retained by the School
District, whether the Project for which they were made is executed
or not, and both are entitled to make and retain copies and
reproduce them for their own use. The School District agrees to
indemnify and hold harmless the Contractor, its agents and
employees, from any claims arising from the School District’s use
of the Instruments of Service on projects for which the Contractor
is not employed.

8.9 Submission or distribution of Instruments of
Service to meet official regulatory requirements or for similar
purposes in connection with the Project is not to be construed as
publication in derogation of the either parties’ reserved rights.

8.10 Upon request by the School District, the
Contractor shall provide electronic copies, including CADD,
Word, and similar files to the School District and the Contractor
as a part of the Work for the Project. The School District agrees
to indemnify and hold the Contractor harmless from any
subsequent modification by the School District to the Contractor’s
Instruments of Service on projects for which the Contractor is not
employed.

ARTICLE 9
ADMINISTRATION OF THE AGREEMENT

9.1 The School District, with assistance from the
A/E, will provide administration of the Agreement. The School
District must approve in writing all changes in the Contract Sum
or Time and all Change Orders, Construction Change Directives,
and payments to the Contractor.

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9.2 Neither any representative of the School
District nor the A/E is authorized to revoke, alter, enlarge, relax
or release any requirements of the Contract Documents, nor to
approve or accept any portion of the Work whether or not
executed in accordance with, nor to issue instructions contrary to
the Contract Documents.

9.3 The School District or the A/E may disapprove,
condemn or reject work when, in its opinion, the Work does not
conform to the Contract Documents. The School District or the
A/E may require special inspection or testing of any Work in
accordance with the provisions of the Contract Documents
whether or not such Work is then fabricated, installed or
completed.

9.4 The School District or the A/E may call,
schedule and conduct job meetings, which the Contractor and
representatives of its Subcontractors shall attend, to discuss such
matters as procedures, progress, problems and scheduling.

9.5 The School District and the A/E may visit the
site at intervals each considers appropriate to the stage of the
Work to become generally familiar with the progress and quality
of the completed Work. However, neither will be required to
make exhaustive or continuous on-site inspections to check the
quality or quantity of the Work.

9.6 The School District may occupy the site during
the course of the Work.

ARTICLE 10
THE CONTRACTOR

10.1 The Contractor shall perform, supervise and
direct the Work, using the Contractor’s best skill and attention.
The Contractor shall be solely responsible for and have control
over design, construction means, methods, techniques, sequences,
personnel and procedures, for safety, and for coordinating all
portions of the Work under the Agreement, unless the Contract
Documents specifically provide other instructions concerning
these matters. The Contractor shall be and operate as an
independent contractor in the performance of the Work and shall
have complete control over and responsibility for all personnel
performing the Work. The Contractor is not authorized to enter
into any agreements or undertakings for or on behalf of the School
District or to act as or be an agent or employee of the School
District.

10.2 The Contractor shall provide and pay for all
design, permits, labor, materials, equipment, tools, construction
equipment and machinery, water, heat, utilities, transportation,
disposal, and other facilities and services necessary for the proper
design, execution and completion of the Work, whether
temporary or permanent and whether or not incorporated or to be
incorporated in the Work.

10.3 Workers. The Contractor shall enforce strict
discipline and good order among the Contractor’s employees and
other persons carrying out the Work. The Contractor shall not
permit employment of unfit persons or persons not skilled in tasks

BELLINGHAM SCHOOL DISTRICT NO. 501
Agreement between School District and Contractor

assigned to them. The Contractor shall be responsible to the
School District for the acts and omissions of the Contractor’s
employees, Subcontractors of any tier and their agents and
employees, and other persons performing portions of the Work
under a contract with the Contractor. At no change to the Contract
Sum or Contract Time, the School District may provide written
notice requiring the Contractor to remove from the Work any
employee or other person carrying out the Work that the School
District considers objectionable. If the Work is being performed
at a site in active school use or where there is a likelihood of
contact with children, a person shall be unfit and removed from
the site if he or she is a registered sex offender or has pled guilty
to or has been convicted of any felony crime involving the
physical injury or death of a child (RCW 9A.32 or RCW 9A.36
but not RCW 46.61--motor vehicle violation), the physical
neglect of a child (RCW 9A.42), sexual offenses against a minor
(RCW 9A.44), sexual exploitation of a child (RCW 9.68A), the
sale or purchase of a minor child (RCW 9A.64.030), promoting
prostitution of a child (RCW 9A.88), or violation of similar laws
of another jurisdiction. Failure to comply with this section shall
be grounds for the immediate termination of this Agreement for
cause.

10.4 Warranty. The Contractor warrants that
materials and equipment furnished under the Agreement will be
of good quality and new, that the Work will be performed in a
skillful and workmanlike manner, free from defects not inherent
in the quality required or explicitly permitted, and that the Work
will conform to the requirements of the Contract Documents. The
School District may conclude that Work not conforming to these
requirements, including substitutions or deviations from the
drawings or specifications not properly approved and authorized,
is defective. The Contractor’s warranty excludes remedy for
damage or defect caused by abuse, modifications not executed by
the Contractor, improper or insufficient maintenance, improper
operation, or normal wear and tear under normal usage.

10.5 Taxes and Fees. The Contractor shall pay
sales, consumer, use, B & O, and other similar taxes that are
legally enacted when bids are received, whether or not yet
effective or merely scheduled to go into effect.

10.6 Legal Compliance. The Contractor shall
comply with and give notices required by laws, ordinances, rules,
regulations, and lawful orders of public authorities bearing on
performance of the Work. The Contractor shall promptly notify
the School District and A/E in writing if the Contractor observes
the Drawings or Specifications to be at variance with them.

10.6.1 Compliance with Grant Terms. The Owner
has been awarded a Energy Programs in Communities Grant from
the Washington State Department of Commerce (the “Grant” or
“Grant Agreement”) to fund all or part of this Project. The
Contractor shall comply with all terms of the Grant Agreement
which are applicable to the Contractor’s performance of the Work.

10.7 Submittals. The Contractor shall review,
approve and submit to the School District or A/E with reasonable
promptness Shop Drawings, Product Data, Samples and similar
submittals required by the Contract Documents. The Work shall
be in accordance with approved submittals.

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10.8 Progress Schedule. Within fourteen days of
execution of this Agreement, the Contractor shall submit a
preliminary schedule of the Work to the School District. Failure
to do so shall constitute a material breach of the Contract and a
material breach of the conditions of the bid bond. Within thirty
days after execution of the Agreement, and before any progress
payment need be made, the Contractor, after consultations with its
Subcontractors, shall submit a Progress Schedule to the School
District. Neither the School District nor the A/E will, however,
be required to review or approve the substance or sequence of the
Progress Schedule, which are the Contractor’s sole responsibility.
The Contractor will be responsible for planning, scheduling,
managing, and reporting the progress of the Work in accordance
with all of the specific methods and submittals described in the
Contract Documents. The Contractor shall use the Contract
Schedule to plan, coordinate, and prosecute the Work in an
orderly and expeditious manner.

10.9 Clean-Up. The Contractor shall keep the
premises and surrounding area free from accumulation of waste
materials or rubbish caused by operations under the Agreement.
Prior to completion of the Work or at the School District’s request,
the Contractor shall remove from and about the Project waste
materials, rubbish, the Contractor’s tools, construction
equipment, machinery and surplus materials. If the Contractor
fails to do so, the School District may do so and charge to the
Contractor all costs incurred.

10.10 Access. The Contractor shall provide the
School District and the A/E and their respective consultants
access to the Work wherever located.

10.11 Royalties and Patents. The Contractor shall
pay all royalties and license fees, shall defend suits or claims for
infringement of patent rights and shall hold the School District
and the A/E harmless from loss on account thereof.

10.12 Indemnification. Subject to the following
conditions and to the fullest extent permitted by law, the
Contractor shall defend, indemnify, and hold harmless the School
District, A/E, the State of Washington, and the Washington State
Department of Commerce, and their respective agents,
employees, directors, consultants, successors and assigns
(“Indemnified Parties”) from and against all claims, damages,
losses and expenses, direct and indirect, or consequential,
including but not limited to costs and attorneys’ fees incurred on
such claims and in proving the right to indemnification, arising
out of or resulting from or connected to the performance of the
Work, any act or omission of the Contractor, its agents, any of its
Subcontractors of any tier, and anyone directly or indirectly
employed by the Contractor or Subcontractors of any tier
(“Indemnitor”). The Contractor will fully defend, indemnify, and
hold harmless the Indemnified Parties for the sole negligence of
the Indemnitor. The Contractor will defend, indemnify, and hold
harmless the Indemnified Parties for the concurrent negligence of
the Indemnitor to the extent of the Indemnitor’s negligence. The
Contractor agrees to being added by the School District as a party
to any mediation, arbitration, or litigation with third parties in
which the School District alleges indemnification or contribution

BELLINGHAM SCHOOL DISTRICT NO. 501
Agreement between School District and Contractor

from an Indemnitor. The Contractor agrees that all of its
Subcontractors of any tier will, in the subcontracts, similarly
stipulate; in the event any does not, the Contractor shall be liable
in place of such Subcontractor(s). To the extent a court or
arbitrator strikes any portion of this indemnification provision for
any reason, all remaining provisions shall retain their vitality and
effect. In claims against any person or entity indemnified under
this Section 10.12 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 Section 10.12 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’ compensation acts, disability benefit acts or other
employee benefit acts. After mutual negotiation of the parties, the
Contractor waives immunity as to the School District, the A/E and
their consultants only under Title 51 RCW, “Industrial
Insurance.” IF THE CONTRACTOR DOES NOT AGREE
WITH THIS WAIVER, IT MUST PROVIDE A WRITTEN
NOTICE TO THE SCHOOL DISTRICT PRIOR TO THE DATE
FOR THE RECEIPT OF BIDS, OR THE CONTRACTOR WILL
BE DEEMED TO HAVE NEGOTIATED AND WAIVED THIS
IMMUNITY. The provisions of this Section shall survive the
expiration or termination of this Agreement.

10.13 Prevailing Wages.

10.13.1 Pursuant to RCW 39.12, no worker, laborer, or
mechanic employed in the performance of any part of this
Agreement shall be paid less than the “prevailing rate of wage”
(in effect as of the date that bids are due) as determined by the
Industrial Statistician of the Department of Labor and Industries,
ESAC Division, PO Box 44540, Olympia WA 98504-4540,
Telephone (360) 902-5335. The schedule of the prevailing wage
rates for the locality or localities where this Work will be
performed is attached and made a part of this Agreement by
reference as though fully set forth herein; if not attached, then the
applicable prevailing wages are determined as of the Bid Date for
the county in which the Project is located and are available at
http://www.lni.wa.gov/TradesLicensing/Prev
Wage/WageRates/default.asp. A copy is available for viewing at
the School District’s office, and a hard copy will be mailed upon
request. To the extent that there is any discrepancy between the
attached or provided schedule of prevailing wage rates and the
published rates as are applicable under WAC 296-127-011, or if
no schedule is attached, then the applicable published rates shall
apply at no increase to the Contract Sum. The Contractor shall
provide the respective Subcontractors with a schedule of the
applicable prevailing wage rates. The Industrial Statistician will
answer questions relating to prevailing wage data upon request.

10.13.2 Pursuant to RCW 39.12.060, in case any
dispute arises as to what are the prevailing rates of wages for work
of a similar nature, and such dispute cannot be adjusted by the
parties in interest, including labor and management
representatives, the matter shall be referred for arbitration to the
director of the Department of Labor and Industries, whose
decision therein shall be final and conclusive and binding on all
parties involved in the dispute.

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10.13.3. The Contractor shall defend, indemnify and
hold the School District harmless, including attorneys’ fees, from
any violation or alleged violation of RCW 39.12 (“Prevailing
Wages on Public Works”) and RCW 51 (“Industrial Insurance’’),
including without limitation RCW 51.12.050, by the Contractor,
any Subcontractor of any tier, or any person performing Work on
behalf of the Contractor or any Subcontractor of any tier.

10.14 The Contractor shall comply with all applicable
provisions of RCW 49.28.

10.15 Pursuant to RCW 49.70 and WAC 296-307-560
et seq., the Contractor shall provide the School District copies of
and have available at the Project Site a workplace survey or
material safety data sheets for all “hazardous” chemicals under the
control or use of Contractor or any Subcontractor at the Project
Site.

10.16 The Contractor shall maintain and preserve for
at least three years from the date of final payment books, ledgers,
records, documents, estimates, bidding documents,
correspondence, logs, schedules, electronic data and other
evidence relating or pertaining to the costs incurred by the
Contractor in connection with or related to the Agreement and/or
performance of the Contract (“records”) to such extent and in such
detail as will properly reflect and fully support compliance with
the Contract Documents and with all costs, charges and other
amounts of whatever nature for which reimbursement or payment
is or may be claimed under the Contract. The Contractor agrees
to make available at all reasonable times at the office of the
Contractor all such records for inspection, audit and reproduction
(including electronic reproduction) by the School District and its
representatives. These requirements shall be applicable to each
Subcontractor of any tier and included in each Subcontract and
purchase order issued with respect to the Work. The Contractor
agrees, on behalf of itself, its representatives, and Subcontractors
of any tier and their representatives, that any rights under
RCW 42.56 will commence at Final Acceptance, and that the
invocation of such rights at any time by the Contractor or a
Subcontractor of any tier or any of their representatives shall
initiate an equivalent right to disclosures from the Contractor and
Subcontractors of any tier for the benefit of the School District.
Because of the importance of the access of such records to the
School District in the case of a Claim, if the Contractor or any
Subcontractor fails to fully comply with the requirements of this
section with regard to any Claim, such Claim shall be deemed to
be waived.

10.17 Apprenticeship. If this project is estimated to
cost one million dollars or more (see Section 3.5 of the
Agreement), then this Section 10.17 and RCW 39.04.320 shall
apply. This Section 10.17 shall not apply and shall have no effect
upon Projects that are not estimated to cost one million dollars or
more.

10.17.1 Pursuant to RCW 39.04.320, no less than fifteen
percent (15%) of the Labor Hours shall be performed by
apprentices, unless a different amount is permitted or otherwise
required by law. Apprenticeship hours shall be performed by

BELLINGHAM SCHOOL DISTRICT NO. 501
Agreement between School District and Contractor

participants in training programs approved by the Washington
State Apprenticeship Council.

10.17.2 “Labor Hours” means the total hours of workers
receiving an hourly wage who are directly employed on the site
of the public works project. “Labor hours” includes hours
performed by workers employed by the Contractor and all
Subcontractors working on the Project. “Labor hours” does not
include hours worked by foremen, superintendents, owners, and
workers who are not subject to prevailing wage requirements of
RCW 39.12.

10.17.3 During the term of this Contract, the School
District may adjust the apprenticeship labor hour requirement
upon its finding or determination that includes:

.1 A demonstration of lack of availability of apprentices
in the geographic area of the Project;

.2. A disproportionately high ratio of material costs to
labor hours that does not make feasible the required
minimum levels of apprenticeship participation;

.3 Demonstration by participating contractors of a good
faith effort to comply with the requirements of RCW
39.04.300, 39.04.310 and 39.04.320;

4 Small contractors or subcontractors (e.g., small or
emerging businesses) would be forced to displace
regularly employed members of their workforce;

.5 The reasonable and necessary requirements of the
Contract render apprentice utilization infeasible at the
required level (e.g., the number of skilled workers
required and/or limitations on the time available to
perform the Work preclude utilization of apprentices); or
.6 Other criteria the School District deems appropriate,
which are subject to review by the office of the
Governor.

10.17.4 The Contractor shall report apprentice
participation directly to L&I at least monthly using its online
portal, on forms provided or approved by L&I, and shall also send
those completed forms to the School District. In addition, copies
of monthly certified payroll records may be requested to
document the goal including copies with any birthdates and social
security numbers (and any other sensitive personal information)
redacted so as such copies may be used to respond to any public
records requests. The reports will include:

.1 The name of the Project;

.2 The dollar value of the Project;

.3 The date of the Contractor’s notice to proceed;

4 The name of each apprentice and apprentice
registration number;

. The number of apprentices and labor hours worked
by them, categorized by trade or craft;

.6 The number of journey level workers and labor hours
worked by them, categorized by trade or craft;

.7 The number, type, and rationale for the exceptions
granted; and

.8 Such other information as L&I may require.

Page 7


10.17.5 To comply with the changes to RCW 39.04.320
that are effective as of January 1, 2020, the following provisions
also apply:

.1 This Section 3.4.10 specifies that the 39.04.320
apprenticeship goals should be met;

.2 The School District shall provide a monetary
incentive of One Thousand Dollars for meeting these
goals;

.3 The Contractor shall pay a monetary penalty of One
Thousand Dollars for not meeting these goals;

4 The School District is not in a position within existing
resources to identify an expected cost value to be
included in the bid associated with meeting these goals;
and

.) Contractor and its Subcontractors are not required to
exceed these apprenticeship utilization requirements.

ARTICLE 11
SUBCONTRACTORS

11.1 A “Subcontractor” is a person or entity that has
a direct contract with the Contractor to perform a portion of the
Work at the site or provide design or to supply materials or
equipment. A “Subcontractor of any tier” includes
Subcontractors as well as all direct and lower level sub-
subcontractors and suppliers.

11.2 As soon as practicable after award of the
Agreement, the Contractor shall confirm in writing to the School
District the names of the Subcontractors for each portion of the
Work. The Contractor shall not contract with any Subcontractor
to whom the School District has made reasonable and timely
objection or which is different from the one listed in conjunction
with the bid. Contracts between the Contractor and
Subcontractors shall (1) require each Subcontractor to be bound
to the Contractor by the terms of the Contract Documents to the
extent of the Work to be performed by the Subcontractor and to
assume toward the Contractor all the obligations and
responsibilities which the Contractor, by the Contract Documents,
assumes toward the School District, and (2) allow to the
Subcontractor the benefit of all rights, remedies and redress
afforded to the Contractor by these Contract Documents.

11.3 The Contractor shall promptly pay (and secure
the discharge of any liens asserted by) all persons properly
furnishing labor, equipment, materials or other items in
connection with the performance of the Work (including, but not
limited to, any Subcontractors). The Contractor shall furnish to
the School District such releases of liens and Claims and other
documents as the School District may request from time to time
to evidence such payment (and discharge). The School District
may, at its option, withhold payment, in whole or in part, to the
Contractor until such documents are so furnished. The Contractor
shall defend, indemnify, and hold harmless the School District
from any liens, including all expenses and attorneys’ fees.
Nothing in the Contract Documents shall create any obligation on
the part of School District or A/E to pay or to see to the payment
of any moneys due any Subcontractor of any tier or other person

BELLINGHAM SCHOOL DISTRICT NO. 501
Agreement between School District and Contractor

or entity, except as may otherwise be required by laws and
regulations.

ARTICLE 12
CONSTRUCTION BY SCHOOL DISTRICT OR BY
SEPARATE CONTRACTORS

12.1 The School District reserves the right to
perform construction or operations related to the Project with the
School District’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 those of the Contract Documents. The
Contractor has the responsibility to coordinate its Work with such
separate contractors and the School District’s own forces.

12.2 The Contractor shall afford the School District
and separate contractors reasonable opportunity for the
introduction and storage of their materials and equipment and
performance of their activities, and shall connect and coordinate
the Contractor’s construction and operations as required by the
Contract Documents.

ARTICLE 13
CHANGES IN THE WORK

13.1 The School District, without invalidating the
Agreement, may order changes in the Work consisting of
additions, deletions or modifications (“Changes”), and the
Contract Sum and Contract Time will be adjusted accordingly.
Changes in the Work, the Contract Sum and/or the Contract Time
shall be authorized only by written Change Order signed by the
School District, the A/E and the Contractor or by written
Construction Change Directive signed by the School District and
the A/E. The Contractor shall not be entitled to a change in the
Contract Sum for changes that are necessary to make the
Contractor’s final drawings and specifications be consistent with
the other Contract Documents and Project requirements.

13.1.1 Change Orders. A Change Order is a written
instrument signed by the School District and the Contractor
stating their agreement upon a change in the Work; the itemized
amount of the adjustment in the Contract Sum as defined in this
Article, if any; and the extent of the adjustment in the Contract
Time, ifany. Any Change Order submitted to the Owner that does
not include itemized costs per 13.2.1-13.2.6 and itemized Fees as
allowed in 13.2.6 is not acceptable and shall be a basis for
rejection by the Owner.

13.1.2 Construction Change _ Directives. A
Construction Change Directive is a written order prepared and

signed by the School District and the A/E that directs a change in
the Work and states a proposed basis for adjustment, if any, in the
Contract Sum or Contract Time, or both. It shall be used in the
absence of total agreement on the terms of a Change Order. The
Contractor shall promptly proceed with the change in the Work
described in the Construction Change Directive. As soon as
possible, and within seven days of receipt, the Contractor shall
advise the School District in writing of the Contractor’s
agreement or disagreement with the cost or the method, if any,

Page 8


provided in the Construction Change Directive for determining
the proposed adjustment in the Contract Sum or Contract Time.

13.2 If the parties cannot agree on the cost or credit
to the School District from a Change in the Work, the Contractor
shall keep and present, in such form as the School District may
prescribe, an itemized accounting together with supporting data.
The total cost of any Change or Claim shall be limited to the
reasonable value of the following:

13.2.1 Direct labor costs: The effective W.D.O.L. &
I. prevailing hourly wage for the laborers, journeymen, and
foremen performing and/or directly supervising the Changed
Work on the site. The premium portion of overtime wages may
not be included unless pre-approved in writing by the School
District. The hourly cost shall be based upon basic wages and
mandatory fringe benefits and workers’ insurances.

13.2.2 Direct material costs: An itemization of the
quantity of materials necessary to perform the Change in the Work
and the net cost therefor.

13.2.3 Construction equipment usage costs: An
itemization of the actual length of time construction equipment

appropriate for the Work will be used solely on the Change in the
Work at the Site times the lower of the actual rental receipt or
applicable current state, NECA, EquipmentWatch, or MCA rental
cost. Actual, reasonable mobilization costs are permitted if the
equipment is brought to the Site solely for the Change in the
Work. The rate for equipment necessarily standing by for future
use on the Work shall be 50% of the rate established above.

13.2.4 Cost_of any change in insurance or bond
premium. Upon request, the Contractor shall provide the School
District with supporting documentation.

13.2.5 Subcontractor costs: Payments the Contractor
makes to Subcontractors for Changed Work performed by
Subcontractors of any tier. The cost of Work for Subcontractors
of any tier shall be determined in the same manner as prescribed
in this Section 13.2.

13.2.6 Fee: The allowance for all combined overhead,
profit, and other costs, including all office, home office, extended
and site overhead (including project manager, project engineer,
superintendent and general foreman time), and all delay and
including impact costs of any kind, added to the total cost to the
School District of any Change Order or any Claim for additional
work or extra payment of any kind on this Project shall be strictly
limited to the following schedule:

.1 For the Contractor, for any materials or work
performed by the Contractor’s own forces, 12% of the
cost.

.2 For the Contractor, for materials or work performed
by its Subcontractor, 8% of the amount due the
Subcontractor.

3. For each Subcontractor (including lower tier
subcontractor involved), for any materials or work
performed by its own forces, 12% of the cost.

BELLINGHAM SCHOOL DISTRICT NO. 501
Agreement between School District and Contractor

4 For each Subcontractor, for materials or work
performed by its subcontractors of any lower tier, 6% of
the amount due the sub-subcontractor.

5 The cost to which the Fee is to be applied shall be
determined in accordance with Section 13.2.1-4.

13.3 Dispute Resolution. All claims, disputes and
other matters in question of the Contractor, direct or indirect,
arising out of, or relating to, the Contract Documents or the breach
thereof (“Claims”), except Claims which have been waived under
the terms of the Contract Documents, shall be decided exclusively
by the following dispute resolution procedure. The Contractor
shall diligently carry on the Work and maintain the progress
schedule during the dispute resolution procedure, including any
litigation proceedings, unless the parties mutually agree in writing
otherwise.

13.3.1 Notice of Claim. The Contractor shall submit
notice of all Claims to the School District in writing within seven
days of the event giving rise to them and shall include a clear
description of the event and its probable effect. Failure to comply
with these requirements shall constitute waiver of the Claim.

13.3.2 Claim Submission. Within fifteen days of the
Notice of Claim, the Contractor shall provide the School District
in writing with a Claim, which shall include a clear description of
the Claim, any and all changes in cost and in time to which the
Contractor and its Subcontractors of any tier may be entitled under
this Agreement for the Claim, and data supporting the Claim. The
Claim of a Subcontractor may be brought only through the
Contractor and only after the Contractor notifies the School
District in writing that the Contractor has reviewed and agrees
with the Claim. No act, omission, or knowledge, actual or
constructive, of the School District shall in any way be deemed to
be a waiver of the requirement for a timely written Claim unless
the School District provides the Contractor with an explicit,
unequivocal written waiver.

13.3.3. Informal Resolution. The School District will
make a determination of the Claim. If no determination is made
within two weeks of submission of the Claim, the Claim shall be
deemed rejected. If the Contractor disagrees with the School
District’s determination and wishes to pursue the Claim further,
the Contractor must, within fourteen days of receipt of the
determination, provide the School District with a written request
that a representative of the Contractor and the School District
meet, confer, and attempt to resolve the Claim. This meeting will
then take place at a mutually convenient time within thirty days
of the request, unless the School District elects to proceed directly
to mediation.

13.3.4 Mediation. The Contractor may bring no
litigation against the School District unless the Claim is first
subject to non-binding mediation under the Construction
Mediation Rules of the American Arbitration Association
(“AAA”). The Contractor is responsible for initiating the
mediation process. This requirement cannot be waived except by
an explicit written waiver signed by the School District and the
Contractor. To initiate the mediation process, the Contractor shall
submit a written mediation request to the School District within

Page 9


thirty days of the meeting undertaken in Section 13.3.3. If the
parties are unable to agree to a mediator within thirty days after
the School District’s receipt of the written request for mediation,
either party may submit a request for mediation to the AAA. An
officer of the Contractor and the Superintendent or designee of the
School District, both having full authority to settle the Claim
(subject only to ratification by the School District’s Board of
Directors), must attend the mediation session. To the extent there
are other parties in interest, such as Subcontractors, their
representatives, with full authority to settle the Claim, shall also
attend the mediation session. Unless the School District and
Contractor mutually agree in writing otherwise, all unresolved
Claims in the Project shall be considered at a single mediation
session which shall occur prior to Final Acceptance by the School
District.

13.3.5 Litigation. The Contractor may bring no
litigation on Claims unless such Claims have been properly raised
and considered in the dispute resolution procedures of
Sections 13.3.1 through 13.3.4 above. All unresolved Claims of
the Contractor 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) 120 days after the Date of Substantial Completion designated
in writing by the School District or (b) 60 days after Final
Acceptance. This requirement cannot be waived except by an
explicit written waiver signed by the School District and the
Contractor. The pendency ofa mediation (calculated as the period
from the written request for mediation through the day following
the mediation proceeding) shall toll these filing requirements.

13.4 Notice and Claims. All notices and Claims
shall be made in writing as required by the Agreement.

13.4.1 Any notice of a Claim of the Contractor against
the School District and any Claim of the Contractor, whether
under the Agreement or otherwise, must be made pursuant to and
in strict accordance with the applicable provisions of the Contract
Documents. Failure to comply with these requirements shall
constitute waiver of the Claim. No act, omission, or knowledge,
actual or constructive, of the School District or the A/E shall in
any way be deemed to be a waiver of the requirement for timely
written notice and a timely written Claim unless the School
District and the Contractor sign an explicit, unequivocal written
waiver approved by the School District’s Board of Directors.

13.4.2 The fact that the School District and the
Contractor may continue to discuss or negotiate a Claim that is or
may have been defective or untimely under the Contract shall not
constitute waiver of the provisions of the Contract Documents
unless the School District and Contractor sign an explicit,
unequivocal written waiver approved by the School District’s
board of directors.

13.4.3 The Contractor expressly acknowledges and
agrees that the Contractor’s failure to timely submit required
notices or timely submit Claims has a substantial impact upon and
prejudices the School District, including but not limited to the
inability to fully investigate or verify the Claim, mitigate
damages, choose alternative options, adjust the budget, delete or

BELLINGHAM SCHOOL DISTRICT NO. 501
Agreement between School District and Contractor

modify the impacted Work, and/or monitor time, cost and
quantities. For these and other reasons, the parties stipulate that
the School District is prejudiced by the Contractor’s failure to
timely submit notices or Claims as required by the Contract
Documents.

13.5 Claims for Concealed or Unknown
Conditions. If conditions unknown to the Contractor are
encountered at the site which are (1) subsurface or otherwise
concealed physical conditions that 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 and generally recognized as inherent in
activities of the character provided for in the Contract Documents,
then the Contractor shall give written notice to the School District
promptly before conditions are disturbed and in no event later than
seven days after the first observance on the conditions. The
Contractor shall make any Claim arising from such condition in
accordance with the dispute resolution procedure in Section 13.3.

13.6 Claims for Consequential Damages. The
Contractor and School District waive Claims against each other
for consequential damages arising out of or relating to this
Agreement. This mutual waiver includes without limitation:

wl damages incurred by the School District for
rental expenses, for losses of use, income, profit,
financing, business and reputation, and for loss of
management or employee productivity or of the services
of such persons; and

2 damages incurred by the Contractor for
principal and home office overhead and expenses
including without limitation the compensation of
personnel stationed there, for losses of financing,
business and reputation, for losses on other projects, for
loss of profit, and for interest or financing costs.

This mutual waiver is applicable to all consequential damages of
any cause, including without limitation due to either party’s
termination in accordance with Article 20. Nothing contained in
this Section 13.6 shall be deemed to preclude an award of
liquidated damages, when applicable, in accordance with the
requirements of the Contract Documents.

13.7 The Contractor (including Subcontractors of
any tier) shall not in any event be entitled to damages arising out
of actual or alleged loss of efficiency; morale, fatigue, attitude, or
labor rhythm; constructive acceleration; home office overhead;
expectant underrun; trade stacking; reassignment of workers;
concurrent operations; dilution of supervision; learning curve;
beneficial or joint occupancy; logistics; ripple; season change;
extended overhead; profit upon damages for delay; impact
damages; or similar damages.

ARTICLE 14
TIME

14.1 If, through no fault of the Contractor or a

Subcontractor of any tier, the Work is delayed at any time in
progress of the Work by changes ordered in the Work, by

Page 10


unanticipated general labor disputes, fire, unusual delay in
deliveries, abnormal adverse weather conditions not reasonably
anticipatable, unavoidable casualties, delays caused by the School
District or its separate contractors, or any causes beyond the
Contractor’s control and for which it and its subcontractors of any
tier are not responsible, or by other causes which may justify
delay, then the Contract Time shall be extended by Change Order
to the extent the critical path is affected. The Contractor
(including Subcontractors) shall be entitled to damages for delay,
the total limited to the liquidated rate of Section 2.3, only where
the School District’s own actions or inactions were the actual,
substantial cause of the delay and where the Contractor could not
have reasonably avoided the delay by the exercise of due
diligence. If a delay was caused by the Contractor, a
Subcontractor of any tier, or anyone acting on behalf of any of
them, the Contractor is not entitled to an increase in the Contract
Time or in the Contract Sum.

14,2 THE TIMELY COMPLETION OF THIS
PROJECT IS ESSENTIAL TO THE SCHOOL DISTRICT. The
School District will incur serious and substantial damages if
Substantial Completion of the Work does not occur within the
Contract Time; however, it would be difficult if not impossible to
determine the amount of such damages. Consequently, the
Agreement includes provisions for liquidated damages. The
School District’s right to liquidated damages is not affected by
partial completion, occupancy, or beneficial occupancy. If this
Agreement does not include liquidated damages, then the School
District may pursue its actual damages resulting from delay.

ARTICLE 15
PAYMENTS AND COMPLETION

15.1 Progress Payments. Payments shall be
made as provided in Articles 3 and 4 of this Agreement. If
Progress payments are specified, they will be made monthly for
Work duly approved and performed during the calendar month
preceding the application according to the following procedure.

15.1.1 Draft Application. Within the first three days
of each month, the Contractor shall submit to the A/E a report on
the current progress of the Work as compared to the Contractor’s
CPM Construction Schedule, an updated Construction Schedule,
and a draft, itemized application for payment for Work performed
during the prior calendar month on a State of Washington
Application for Payment on Contract form approved by the
School District. This shall not constitute a payment request. The
Contractor, the A/E and the School District shall meet within the
next ten days and confer regarding the current progress of the
Work and the amount of payment to which the Contractor is
entitled. The A/E or the School District may request the
Contractor to provide data substantiating the Contractor’s right to
payment as the School District or the A/E may require, such as
copies of requisitions from Subcontractors of any tier, lien
releases, and certified payroll records, and reflecting retainage 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 such data is furnished.

BELLINGHAM SCHOOL DISTRICT NO. 501
Agreement between School District and Contractor

15.1.2 Payment Request. After the Contractor and the
School District have met and conferred regarding the draft
application, and the Contractor has furnished all data requested,
the Contractor may submit no later than the 10th day of the month
a payment request in the agreed-upon amount, in the form of a
notarized, itemized Application for Payment for Work performed
during the prior calendar month on a form supplied or approved
by School District. Among other things, the Application shall
state that prevailing wages have been paid in accordance with the
prefiled statement(s) of intent to pay prevailing wages on file with
the School District and that all payments due Subcontractors from
the School District’s prior payments have been made. The
submission of this Application constitutes a certification that the
Work is current on the Progress Schedule, unless otherwise noted
on the Application. If the Contractor believes it is entitled to
payment for Work performed during the prior calendar month in
addition to the agreed-upon amount, the Contractor may, also by
the 10th day ofthe month, submit to the School District 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.

15.1.3. Payments to Subcontractors. No payment
request shall include amounts the Contractor does not intend to

pay to a Subcontractor. If, after making a request for payment but
before paying a Subcontractor for its performance covered by the
payment request, the Contractor discovers that part or all of the
payment otherwise due to the Subcontractor is subject to
withholding from the Subcontractor for unsatisfactory
performance or other reasons, the Contractor may withhold the
amount as allowed under the subcontract, but it shall give the
Subcontractor and the School District written notice of the
remedial actions that must be taken as soon as practicable after
determining the cause for the withholding but before the due date
for the Subcontractor payment, and pay the Subcontractor within
eight working days after the Subcontractor satisfactorily
completes the remedial action identified in the notice.

15.2 Prevailing Wages. Pursuant to RCW
39.12, the Contractor will not receive any payment until the
Contractor and all Subcontractors have submitted a “Statement of
Intent to Pay Prevailing Wage” to the School District. The
statement must have the approval of the Industrial Statistician of
the Department of Labor and Industries before it is submitted to
the School District. 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.

15.3 Progress payments. The School District
shall make progress payments within 30 days of its receipt of the
approved payment request, so long as they are timely received.

15.4 Withheld Payments. Payments may be
withheld on account of (1) defective Work not remedied, (2)
claims filed by third parties, (3) failure of the Contractor to make
payments properly to Subcontractors or for labor, materials or

Page 11


equipment, (4) reasonable evidence that the Work cannot be
completed for the unpaid balance of the Contract Sum, (5) damage
to the School District or another contractor, (6) reasonable
evidence that the Work will not be completed within the Contract
Time and that the unpaid balance would not be adequate to cover
actual or liquidated damages for the anticipated delay, (7) failure
to carry out the Work in accordance with the Contract Documents,
or (8) liquidated damages. When the School District intends to
withhold all or part of a payment for unsatisfactory performance,
the School District will provide the Contractor, within eight
working days after the School District’s receipt of the Application
for Payment, written notification of the reasons that all or part of
the payment is being withheld and what remedial actions the
Contractor must take to receive the withheld amount.

15.5 Substantial Completion.

15.5.1 When the Contractor believes that the entire
Work is Substantially Complete, it shall notify the School District
and A/E in writing. When the School District agrees, it will issue
a Certificate of Substantial Completion. Substantial Completion
is the stage in the progress of the Work when the construction is
sufficiently complete, in accordance with the Contract
Documents, so the School District can fully utilize the Work (or
the designated portion thereof) for the use for which it is intended.
All Work other than incidental corrective or punchlist work and
final cleaning shall have been completed. The Work is not
Substantially Complete if all systems and parts affected by the
Work are not usable, if an occupancy permit (temporary or final)
has not been issued, or if utilities affected by the Work are not
connected and operating normally. The fact that the School
District may use or occupy the Work or designated portion thereof
does not indicate that the Work is Substantially Complete, nor
does such occupation toll or change any liquidated damages due
the School District.

15.5.2 Immediately before partial or complete
occupancy, the School District will schedule an inspection tour of
the area to be occupied. A representative of the School District,
A/E and Contractor will jointly tour the area and record items still
remaining to be finished and/or corrected. The Contractor shall
supply and install any items missed by the inspection but required
or necessary for Final Completion as a part of the Contract Sum,
notwithstanding their not being recorded during the inspection
tour.

15.6 Final Payment. Pursuant to RCW 60.28,
completion of the Contract Work shall occur after the Contractor
has notified the School District and the A/E that the Work has
been concluded and the Contractor submits the items listed below
to the School District, any required final occupancy permit has
been issued, and the School District Board formally accepts the
Project (“Final Acceptance”). Final Payment shall not become
due until after Final Acceptance. Before Final Acceptance, the
Contractor must have submitted the following to the School
District:

.1 An affidavit that all payrolls, Subcontractors, bills for
materials and equipment, and other indebtedness
connected with the Work for which the School District

BELLINGHAM SCHOOL DISTRICT NO. 501
Agreement between School District and Contractor

or its property might in any way be responsible or
encumbered, have been paid or otherwise satisfied,

.2 consent of surety to final payment,

.3 acertificate 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 the School District,

A awritten statement that the Contractor knows of no
substantial reason why the insurance will not be
renewable to cover the period required by the Contract
Documents,

. other data establishing payment or satisfaction of or
protection (satisfactory to the School District) against all
obligations, such as receipts, releases and waivers of
liens arising out of the Agreement, satisfactorily
demonstrating to the School District that the claims of
Subcontractors, material suppliers, and laborers who
have filed claims have been paid,

.6 pursuant to RCW 39.12.040, an “Affidavit of Wages
Paid” from the Contractor and from each Subcontractor
certified by the Industrial Statistician of the Department
of Labor and Industries, with fees paid by the Contractor
or Subcontractor,

.7 acertified statement that the Contractor has closed all
necessary permits or otherwise met the requirements of
all governing jurisdictions related to this Project
(including, without limitation, city/county building
departments, health districts and utility districts; attach a
copy of each of these closed or signed-off permits),

.8 all warranties, guarantees, certificates, spare parts,
specified excess material, and other documents or items
required by the Contract Documents, and

.9 a hard copy of as-built drawings and specifications,
delivered in a clear, clean and legible condition.

If any Subcontractor of any tier refuses to furnish a
release or waiver required by the School District, the School
District may retain in the fund, account, or escrow funds such
amount as to defray the cost of foreclosing the liens of such claims
and to pay attorneys’ fees, the total of which shall be no less than
150% of the claimed amount. If any such lien remains unsatisfied
after all payments are made, the Contractor shall refund to the
School District all moneys that the latter may be compelled to pay
in discharging such lien, including all costs and reasonable
attorneys’ fees.

Retainage shall be paid pursuant to RCW 60.28 and after
the Contractor has properly submitted certificates from the
Department of Revenue, the Department of Labor and Industries
and, pursuant to RCW 50.24, a certificate from the Department of
Employment Security.

15.7 Waivers.
15.7.1 Final Payment by School District. The making

of final payment shall constitute a waiver of claims by the School
District except those arising from (1) liens, claims, security
interests, or encumbrances arising out of the Agreement and
unsettled; (2) failure of the Work to comply with the requirements

Page 12


of the Contract Documents; or (3) terms of warranties required by
the Contract Documents or law.

15.7.2 Final Payment to Contractor. Acceptance of
final payment by the Contractor shall constitute a waiver of

Claims except those previously made in writing and identified in
writing as unsettled on the final Application for Payment.

15.7.3 Change Orders. The execution of a Change
Order shall constitute a waiver of Claims by the Contractor arising
out of the Work to be performed or deleted pursuant to the Change
Order, except as specifically described in the Change Order. If
the Contractor adds to a Change Order or any other document a
reservation of rights that has not been initialed by the School
District, all the amounts previously agreed shall be considered
disputed and not yet payable unless the costs are re-negotiated or
the reservation is withdrawn or changed in a manner satisfactory
to and initialed by the School District. If the School District
makes payment for a Change Order or an Application for Payment
that contains a reservation of rights not initialed by the School
District to indicate agreement with the reservation, and if the
Contractor negotiates the check for such payment or otherwise
accepts the payment, then the reservation of rights shall be
deemed waived, withdrawn, and of no effect.

15.8 Retainage.

15.8.1 Progress Payments. If progress payments are to
be made to the Contractor:

.1 Pursuant to RCW 60.28, the School District will
reserve 5% retainage from the moneys the Contractor
earns on estimates during the progress of the Work, to be
retained as a trust fund for the protection and payment of
the claims of any person arising under the Agreement
and the state with respect to taxes imposed pursuant to
Title 82 RCW which may be due from the Contractor.

.2 The moneys reserved may, at the option of the
Contractor, be (1) retained in a fund by the School
District until 45 days following Final Acceptance; or (2)
deposited by the School District in an interest-bearing
account in a bank, mutual savings bank, or savings and
loan association, not subject to withdrawal until 45 days
following Final Acceptance, with interest to the
Contractor; or (3) placed in escrow with a bank or trust
company until 45 days following the Final Acceptance,
by the School District’s joint check to the bank or trust
company and the Contractor, to be converted into bonds
and securities chosen by the Contractor, approved by the
School District, and held in escrow, with interest on the
bonds and securities paid to the Contractor as it accrues.
.3 Contractor may retain payment of not more than 5%
from the moneys earned by any Subcontractor, provided
that the Contractor pays interest to the Subcontractor at
the same interest rate it receives from its reserved funds.

15.9 Warranty of Title. The Contractor warrants
and guarantees that title to Work, materials and equipment
covered by an Application for Payment, whether incorporated in
the Project or not, will pass to the School District no later than the

BELLINGHAM SCHOOL DISTRICT NO. 501
Agreement between School District and Contractor

time of payment free and clear of liens. The Contractor shall
promptly pay (and secure the discharge of any liens asserted by)
all persons properly furnishing labor, equipment, materials or
other items in connection with the performance of the Work
(including, but not limited to, any Subcontractors). The
Contractor shall furnish to the School District such releases of
claims and other documents as may be requested by the School
District from time to time to evidence such payment (and
discharge). The School District may, at its option, withhold
payment, in whole or in part, to the Contractor until such
documents are so furnished. The Contractor shall indemnify and
hold harmless the School District from any liens, including all
expenses and attorneys’ fees.

ARTICLE 16
PROTECTION OF PERSONS AND PROPERTY

16.1 The Contractor shall have the right to control
and shall be solely responsible for, and neither the School District
nor the A/E shall have responsibility for, all aspects of safety,
including initiating, maintaining, and supervising all safety
precautions and programs in connection with the performance of
the Agreement. The Contractor shall take reasonable precautions
for safety of, and shall provide reasonable protection to prevent
damage, injury or loss to (1) employees on the Work and other
persons who may be affected thereby; (2) the Work and materials
and equipment to be incorporated therein; and (3) other property
at the site or adjacent thereto. The Contractor shall maintain the
Work site and perform the Work in a manner that meets statutory
and common-law requirements for the provision of a safe place to
work. This requirement shall apply continuously and not be
limited to working hours.

16.2 The Contractor shall give notices and comply
with applicable laws, ordinances, rules, regulations and lawful
orders of public authorities bearing on safety of persons and
property and their protection from damage, injury, or loss. The
Contractor shall promptly remedy damage and loss to property at
the site caused in whole or in part by the Contractor, a
Subcontractor of any tier, or anyone directly or indirectly
employed by any of them, or by anyone for whose acts they may
be liable and for which the Contractor is responsible, except for
damage or loss attributable to acts or omissions of the School
District or A/E or by anyone for whose acts either of them may be
liable, and not attributable to the fault or negligence of the
Contractor or a Subcontractor of any tier. The foregoing
obligations of the Contractor are in addition to the Contractor’s
obligations under Section 10.12.

16.3 The Contractor shall not be required to perform
without consent any Work relating to asbestos or polychlorinated
biphenyl (“PCB”) unless specifically required by the Contract
Documents.

16.4 The Contractor shall bear the risk of any loss,
damage or destruction of its own property, including without
limitation its tools, trailers and equipment, whether rented or
owned, to the extent that they will not be incorporated in the
Work. Any insurance provided by the School District will not
cover any such loss, damage or destruction.

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16.5 If the scope of the Work requires the Contractor
to perform Work relating to hazardous materials, the Contractor
shall be responsible to take all reasonable precautions to prevent
foreseeable bodily injury or death resulting from such materials
or substances, and to dispose of such materials as required by the
Contract Documents and all applicable state and federal laws and
regulations. The Contractor shall defend, indemnify, and hold
harmless the School District, its consultants, the A/E, and their
respective agents, employees, consultants, successors and assigns
from and against any and all claims to the extent of the
Contractor's failure to abide by such Contract Documents and all
applicable state and federal laws and regulations.

ARTICLE 17
INSURANCE AND BONDS

17.1 Contractor’s Liability Insurance.

17.1.1 The Contractor shall purchase from and
maintain during the life of this Agreement, at its own cost in a
company or companies admitted to do business in the State of
Washington, possessing a Best’s policy holder’s rating of A- or
better and a financial rating of no less than VIII, and reasonably
acceptable to the School District, an occurrence-based
Commercial General Liability Insurance Policy which shall
provide bodily injury and property damage liability on the
Contractor’s operations, including its Subcontractors of any tier;
owned, non-owned and hired vehicles; and on work the
Contractor may subcontract or sublet to others; and on the
indemnity provisions of this Agreement. This insurance will
name the School District, the A/E, and their employees as
additional insureds per Additional Insured Owner’s (Form B) for
Work performed under this Agreement. The Contractor’s policy
shall be designated primary coverage for both defense and
indemnity, and any School District policies excess. Such limits
of liability insurance shall have per project general aggregate
provisions and shall not be less than the following:

.1 Commercial General Liability, Bodily Injury and
Property Damage Liability, including Premises and
Operations, Independent Contractors, Protective
Liability, Completed Operations and Products,
Contractual in the amount of $1,000,000 per occurrence
with a per-project general aggregate limit of at least
$2,000,000;

.2 Commercial Auto Liability, Bodily Injury and
Property Damage, in an amount of at least $1,000,000
Combined Single Limit;

.3. $1,000,000 for claims involving blanket contractual
liability insurance (included and defined in the
Commercial General Liability Insurance Policy)
applicable to the Contractor’s obligations under Section
10.12;

4 Professional liability coverage in the amount of
$1,000,000 per claim and annual aggregate; and

.5 In addition, the Contractor shall maintain an umbrella
policy that provides excess limits over the primary layer,
in an amount not less than $5,000,000.

BELLINGHAM SCHOOL DISTRICT NO. 501
Agreement between School District and Contractor

17.1.2 The insurance described above shall include
coverage for underground, collapse and explosion exposures.

17.1.3. In addition, the Contractor shall purchase and
maintain insurance for claims under workers’ compensation
(industrial insurance), disability benefit and other similar
employee benefit acts in the State statutory amount and
Employer’s Liability with coverage of at least
$250,000/$500,000.

17.1.4 Before commencing the Work or exposure to
loss can occur, and, in any event, within seven days after the
School District has issued its notice of intent to award contract,
the Contractor shall furnish the School District with Certificates
of Insurance, in duplicate, as evidence of all insurance required by
the Contract Documents. All policies and certificates must be
signed copies. Coverages afforded under the policies shall not be
materially altered, allowed to expire or canceled without the
Contractor first giving 45 days written notice by certified mail to
the School District. The Contractor shall furnish to the School
District copies of any subsequently issued endorsements
amending, modifying, altering, or restricting coverage of limits.

17.1.5 Coverage shall be maintained without
interruption from the date of commencement of the Work until the
date of Final Acceptance, except for any coverage required to be
maintained after Final Acceptance. Completed operations
coverage, including additional insured completed operations,
shall remain in force for three years after Final Acceptance.

17.1.6 Ifthe School District is damaged by the failure
of the Contractor to maintain any of the above insurance or to so
notify the School District, than the Contractor shall bear all costs
properly attributable thereto. THE SCHOOL DISTRICT MAY
WITHHOLD PAYMENT PENDING RECEIPT OF ALL
CERTIFICATES OF INSURANCE. Failure to withhold
payment shall not constitute a waiver.

17.1.7. The School District’s specification or approval
of the insurance in this Agreement or of its amount shall not
relieve or decrease the liability of the Contractor under the
Contract Documents or otherwise. Coverages are the minimum
to be provided and are not limitations of liability under the
Contract, indemnification, or applicable law provisions. The
Contractor may, at its expense, purchase larger coverage amounts
or additional insurance.

17.2 Property Insurance.

17.2.1 The requirements for property insurance are
addressed in Article 6 above.

17.3 Waivers of Subrogation.

17.3.1 The School District and the Contractor waive
all rights against each other and any of their subcontractors of any
tier, the A/E, their consultants, separate contractors described in
Article 12 Gf any), and any of their respective agents and
employees, for damages caused by fire or other causes of loss to
the extent covered by the property insurance obtained pursuant to

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Articles 6 and 17.2, except such rights as they have to proceeds of
such insurance held by the School District as fiduciary. The
School District does not waive any subrogation rights to the extent
of its property insurance on structures or portions of structures that
do not comprise the Work. A waiver of subrogation shall be
effective as to a person or entity even though that person or entity
would otherwise have a duty of indemnification, contractual or
otherwise, did not pay the insurance premium directly or
indirectly, and whether or not the person or entity had an insurable
interest in the property damaged.

17.4 Payment and Performance Bond.

17.4.1 Pursuant to RCW 39.08, the Contractor is
required to submit payment and performance bonds secured from
a surety company licensed to do business in the State of
Washington. The Contractor shall pay for the bonds in the full
amount of the Contract Sum plus sales tax. The Contractor shall
deliver evidence of its bondability to the School District within
five days of bid opening. Within seven days of entering into the
Agreement, the Contractor shall deliver two copies of the bond
(including the original bond) to the School District and one copy
to the AYE. THE SCHOOL DISTRICT MAY DECLINE TO
ENTER INTO THE CONTRACT IF EVIDENCE OF
BONDABILITY IS NOT RECEIVED, AND THE SCHOOL
DISTRICT MAY WITHHOLD ITS NOTICE TO PROCEED
AND/OR WITHHOLD PAYMENT TO THE CONTRACTOR
UNTIL SUCH SURETY BONDS ARE RECEIVED.

ARTICLE 18
CORRECTION OF WORK

18.1 The Contractor shall promptly and within no
more than fourteen days of notice from the School District or A/E
correct Work rejected or failing to conform to the requirements of
the Contract Documents at any time through a period of one year
from the date of Substantial Completion of the Agreement or by
terms ofa longer manufacturer’s warranty or an applicable special
warranty required by the Contract Documents. The provisions of
this Article apply to Work done by Subcontractors of any tier as
well as to Work done by direct employees of the Contractor.

18.2 Ifthe Contractor fails to correct Work that is not
in accordance with the requirements of the Contract Documents
or fails to carry out the Work in accordance with the Contract
Documents, the School District, by a written order, may order the
Contractor to stop the Work, or any portion thereof, until the cause
for such order has been eliminated.

18.3 Nothing contained in this Article 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 one year as
described above relates only to the specific obligation of the
Contractor to correct the Work and has no relationship to the time
within which the obligation to comply with the Contract
Documents may be sought to be enforced, nor to the time within
which proceedings may be commenced to establish the
Contractor’s liability with respect to the Contractor’s obligations
other than specifically to correct the Work.

BELLINGHAM SCHOOL DISTRICT NO. 501
Agreement between School District and Contractor

ARTICLE 19
MISCELLANEOUS PROVISIONS

19.1 Applicable Law and Venue. The Agreement
shall be governed by the laws of the State of Washington, without
regard to its choice of law provisions. The exclusive venue for
any litigation regarding this Agreement shall be in the Superior
Court in the county in which the Project is located.

19.2 Statutes. The Contractor shall abide by the
provisions of all applicable Washington statutes. The statutes
referenced in the Contract Documents are not meant to be a
complete list and should not be relied upon as such.

19.3 Contractor Registration and _ Related
Requirements. Pursuant to RCW 39.06, the Contractor shall be
registered or licensed as required by the laws of the State of
Washington, including but not limited to RCW 18.27. The
Contractor shall: have a current state unified business identifier
number; have industrial insurance coverage for the Contractor’s
employees working in Washington as required in Title 51 RCW;
have an employment security department number as required in
Title 50 RCW; have a state excise tax registration number as
required in Title 82 RCW, and; not be disqualified from bidding
on any public works contract under RCW 39.06.010 (unregistered
or unlicensed contractors) or RCW 39.12.065(3) (prevailing wage
violations).

19.4 Law Against Discrimination. Contractor
shall comply with pertinent statutory provisions relating to public
works of RCW 49.60.

19.5 Provisions for Aged and Handicapped
Persons. Contractor shall comply with pertinent statutory
provisions relating to public works of RCW 70.92.

19.6 Safety Standards. Contractor shall comply
with pertinent provisions of Chapter 296-155 WAC, “Safety
Standards for Construction Work.”

19.7 Unemployment Compensation. Pursuant to
RCW 50.24 in general and RCW 50.24.130 in particular, the
Contractor shall pay contributions for wages for personal services
performed under this Agreement or arrange for a bond acceptable
to the commissioner.

19.8 Drug-Free Workplace. The Contractor and all
Subcontractors shall fully comply with all applicable federal,
state, and local laws and regulations regarding drug-free
workplace, including the Drug-Free Workplace Act of 1988. Any
person not fit for duty for any reason, including the use of alcohol,
controlled substances, or drugs, shall immediately be removed
from the Work.

19.9 Tobacco-Free Environment. Smoking or use
of any kind of lighted pipe, cigar, cigarette or any other lighted
smoking equipment, material or smokeless tobacco products is
prohibited on all School District property.

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19.10 Asbestos Removal. To the extent this Project
involves asbestos removal, the Contractor shall comply with
RCW 49.26 and any provisions of the Washington Administrative
Code promulgated thereunder.

19.11. Assignment. The Contractor shall not let,
assign or transfer this Agreement, or any interest in it or part of it,
without the written consent of the School District.

19.12 Weapons. The Contractor and its employees,
agents, and Subcontractors of any tier shall not bring onto the
Project site or onto any School District property any firearm or
any other type of weapon described in either RCW 9.41.280(1) or
RCW 9.41.250. Any person violating this Section shall
immediately be removed from the Work, and such a violation
shall be grounds for a termination of this Agreement for cause at
the School District’s discretion.

19.13 Contaminated Properties. To the extent this
Project involves the remediation of contaminated property, the
Contractor shall comply with RCW 64.44 and 70.105D and any
provisions of the Washington Administrative Code promulgated
thereunder, including the use of authorized contractors as
provided in RCW 64.44.060.

19.14 Disposal of Materials. To the extent this
Project involves the remediation of contaminated property, the
Contractor shall comply with all applicable requirements of
RCW 70.95 and any provisions of the Washington Administrative
Code promulgated thereunder.

19.15 Preservation of Historical and Cultural
Artifacts. The Contractor shall comply with any obligations or
recommendations made by the Washington State Department of
Commerce and/or the Washington State Department of
Archaeology and Historic Preservation in connection with the
Project. If historical or cultural artifacts are discovered on the
Project, the Contractor shall immediately stop Work and notify
the School District. If human remains are uncovered, the
Contractor shall report the presence and location of the same to
the coroner and local law enforcement. The Contractor further
agrees to comply with RCW 27.44 (Indian Graves and Records),
RCW 27.53 (Archaeological Sites and Resources), RCW 68.60
(Abandoned and Historic Cemeteries and Historic Graves), and
WAC 25-48 (Archacological Excavation and Removal Permit).

19.16 Climate Commitment Act Funding. To the
extent applicable, the Contractor shall comply with the School
District’s obligations under the Grant regarding the inclusion of a
specific statement regarding the Climate Commitment Act (set
forth in the Grant, Program Specific Terms and Conditions,
Section 5) in connection with any public facing communications.

ARTICLE 20
TERMINATION OF THE CONTRACT

20.1 Termination for Cause by Contractor. Ifthe
School District fails to make payment for a period of 60 days
through no fault of the Contractor, the Contractor may, upon seven
additional days’ written notice to the School District, terminate

BELLINGHAM SCHOOL DISTRICT NO. 501
Agreement between School District and Contractor

the Agreement and recover from the School District payment for
all Work properly executed and for proven loss with respect to
materials, equipment, tools, and construction equipment and
machinery, including Fees applicable thereto.

20.2 Termination for Cause by School District.
The School District may, upon seven days’ written notice to the
Contractor, terminate (without prejudice to any right or remedy of
the School District) the whole or any portion of the Work for
cause, including but not limited to the following circumstances:

.1 the Contractor fails to prosecute the Work or any
portion thereof with sufficient diligence to ensure the
completion of the Work within the Contract Time;

.2 the Contractor is in material default of or materially
breaches any provisions of this Agreement;

.3 the Contractor is adjudged bankrupt, makes a general
assignment for the benefit of its creditors, or if'a receiver
is appointed on account of its insolvency;

4 the Contractor fails to supply a sufficient number of
properly skilled workers or proper materials;

. the Contractor fails to make prompt payment to
Subcontractors or for materials or labor;

.6 the Contractor materially disregards laws, ordinances,
tules, regulations or orders of any public authority
having jurisdiction; or

.7 the Contractor fails to comply with the provisions of
RCW 28A.400.330 by permitting a worker on the Project
having contact with children who has been convicted of
or pled guilty to a felony crime involving children as
described in Section 10.3.

20.3 Termination for Convenience by School District.
The School District may, at any time upon seven days’ written
notice to the Contractor, terminate (without prejudice to any right
or remedy of the School District) the whole or any portion of the
Work for the convenience of the School District. The School
District shall be liable to Contractor only for those costs
reimbursable to Contractor in accordance with the following.

.1 The amount due under Articles 4 and 15 of this
Agreement for the performance of the Work actually
performed; and

.2 Other pre-approved costs, consistent with Section
13.2, necessary and reasonably incurred in connection
with the termination of Work.

The total sum to be paid to the Contractor under this Section 20.3
shall not exceed the Contract Sum as reduced by the amount of
payments otherwise made.

20.4 Effects of Termination.

20.4.1 Unless the School District directs otherwise,
after receipt of a Notice of Termination from the School District

pursuant to Sections 20.2 or 20.3, the Contractor shall promptly:

.1 stop Work under the Agreement on the date and as
specified in the Notice of Termination;

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.2 place no further orders or subcontracts for materials,
equipment, services or facilities, except as may be
necessary for completion of any portion of the Work that
is not terminated;

3 procure cancellation of all orders and subcontracts,
upon terms acceptable to the School District, to the
extent that they relate to the performance of Work
terminated;

4 assign to the School District all of the right, title and
interest of the Contractor under all orders and
subcontracts, in which case the School District 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;

.» with the School District’s approval, settle all
outstanding liabilities and all claims arising out of such
termination of orders and subcontracts not assigned to
the School District;

.6 transfer title and deliver to the entity or entities
designated by the School District 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,
specifications, information and other property related to
the Work;

.7 use its best efforts to sell any property of the types
referred to in Section 20.4.1.6. The Contractor may
acquire any such property under the conditions
prescribed by and at a price or prices approved by the
School District, and the proceeds of any such transfer or
disposition may be applied in reduction of any payments
to be made by the School District to the Contractor;

.8 take such action as may be necessary or as directed
by the School District to preserve and protect the Work
and property related to this Project in the possession of
the Contractor in which the School District has an
interest; and

.9 continue performance only to the extent not
terminated.

20.4.2 In arriving at any amount due the Contractor
after termination, the following deductions shall be made:

.1 all unliquidated advance or other prior payments on
account made to the Contractor applicable to the
terminated portion of the Agreement;

.2 any claim which the School District may have against
the Contractor;

.3 an amount necessary to protect the School District
against outstanding or potential liens or claims; and

4 the agreed price for or the proceeds of sale of any
materials, supplies or other things acquired by the
Contractor or sold, pursuant to the provisions of Section
20.4.1.7, and not otherwise recovered by or credited to
the School District.

BELLINGHAM SCHOOL DISTRICT NO. 501
Agreement between School District and Contractor

20.4.3 If (and only if) the termination pursuant to
Section 20.3 is partial, the Contractor may file a Claim for an
equitable adjustment of the price or prices specified in the
Agreement relating to the continued portion of the Agreement.
The Contractor must assert any Claim for an equitable adjustment
under this subsection within twenty-one days from the effective
date of the Termination.

20.4.4 The Contractor shall refund to the School
District any amounts the School District paid to the Contractor in
excess of costs reimbursable under Section 20.3.

20.4.5 The damages and relief from termination by the
School District specifically provided in Article 20 shall be the
Contractor’s sole entitlement in the event of termination.

End of Section

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