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CITY OF EVERETT SPECIAL PROVISIONS If related party transactions are included in a Contractor's Overhead, they must be explicitly identified as related party transactions and must 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, must be included in any calculation in determining the amount of Allocable Overhead. 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. 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. Overhead shall not include any 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 any "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 any specific project(s). 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 are Incentive Compensation paid to personnel classified as Overhead and otherwise includable under this Section of the Contract, travel and business meetings, employer paid benefits and taxes on direct payroll costs of any project, insurance costs directly identifiable to any specific project, penalties, and any costs incurred regarding company owned equipment normally classified as a direct project costs,. Person: Includes individuals, associations, firms, companies, corporations, partnerships, and joint ventures. Project: The undertaking to be performed under the provisions of the Contract. Provide: Furnish and Install, complete in place. Punch List: List of incomplete items of Work and of items of Work that do not conform to the requirements of the Contract Documents. The Punch List is prepared after Substantial Completion. RCW: Means the Revised Code of Washington Schedule of Values: Allocation of Contract Sum to items of Work as described in 1-09.9 PAYMENTS of these Special Provisions. Shall: Required conduct. Shown: Refers to information presented on the Plans, with or without reference to the Plans. Specify: Refers to information described, shown, noted or presented in any manner in the Contract. Submittals: The information required by the Contract Documents provided by Contractor to the City's Representative or City. Total Float: The amount of time a given activity or path of activities may be delayed before it will affect the Completion Date. Traffic: Both vehicular and non-vehicular traffic, such as pedestrians, bicyclists, wheelchairs, and equestrian traffic. Unabsorbed Overhead: The reduction or loss of contribution to recovery of the Contractor's Overhead costs realized by the result of reduced Project or Contractor billings, or both, due to any reason whatsoever, including a Project extension. Unit Price Work: Refers to items of Work identified by unit prices in the Proposal. Shore Avenue Force Main Division 1 —GENERAL REQUIREMENTS February 24, 2022 WO No—UP3734 SP—37