Walsh Construction Company II LLC 6/7/2021

Examples of possible Overhead costs include, but are not limited to, General and Administrative salaries and benefits, rent, general company insurance (exclusive of insurance on owned equipment that is directly job costed), depreciation on office facilities, utilities, maintenance, office supplies,general company accounting and legal fees (exclusive of amounts expended directly on any specific project), personal property taxes, general company business licenses, dues and subscriptions. a. The following costs and expenses are excluded from the definition and calculation of Overhead. Overhead costs that vary substantially with the volume of Work performed (as measured by billings) shall not be included in Overhead for the purpose of determining additional compensation for Extended or Unabsorbed Home Office Overhead or both. b. Examples of costs that are not included in Overhead include, but are not limited to, travel and business meetings, telephones, professional fees expended for the benefit of a specific project, union welfare benefits, payroll taxes and equipment rental. c. If related party transactions are included in a Contractor's Overhead, they shall be explicitly identified as related party transactions and shall not exceed amounts that would be incurred in an arms-length transaction for the provision of the same or similar goods and services. If such transactions exist and the amounts paid by the Contractor and included in Overhead are in excess of that which would normally be expended in an arms-length transaction, an adjustment, in the form of a reduction in the amount for calculation purposes, shall be included in any calculation in determining the amount of Allocable Overhead. d. Overhead shall not include any cost directly attributable to a particular project. If a cost can be traced to a particular Contract, the Contractor may not classify the cost as Overhead. e. Indirect or home office costs that vary substantially with the amount of Work performed shall not be included in the group of costs comprising Overhead. f. Overhead shall not include costs specifically disallowed by Federal Acquisition Regulations, Subpart 31.2 — Contracts with Commercial Organizations, or its successor. Further, "Overhead" shall not include the costs of "field support services" that are more closely direct costs in nature, regardless of the manner in which the Contractor normally accounts for such costs. An example of such disallowed cost would be for material handling and expediting, which are costs incurred for the direct support and benefit of specific project(s). g. In addition to compliance with Federal Acquisition Regulations, Subpart 31.2 examples of specific costs not allowed in a calculation under this section of the Contract include, but are not limited to, Incentive Compensation paid to personnel classified as Overhead and otherwise includable under this section of Contract, travel and business meetings, employer paid benefits and taxes on direct payroll costs of any project, insurance costs directly identifiable to a specific project, penalties, and costs incurred regarding company owned equipment normally classified as a direct project costs. 41. Owner: The City of Everett, Washington. "Owner" and the "City" mean the same. Replacement of Reservoir 2 General Conditions WO# UP3658 00 72 13 - 8