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<br />Agreement between Client, KCDA and Contractor - Washington Page 6
<br />156691459.1
<br />shall have complete control over and responsibility for all
<br />personnel performing the Work. The Contractor is not
<br />authorized to enter into any agreements or undertakings for or
<br />on behalf of KCDA or the Client or to act as or be an agent or
<br />employee of KCDA or the Client.
<br />
<br /> 10.2 The Contractor shall provide and pay for all
<br />labor, materials, equipment, tools, construction equipment and
<br />machinery, water, heat, utilities, transportation, disposal, and
<br />other facilities and services necessary for the proper execution
<br />and completion of the Work, whether temporary or permanent
<br />and whether or not incorporated or to be incorporated in the
<br />Work.
<br />
<br /> 10.3 Workers. The Contractor shall enforce
<br />strict discipline and good order among the Contractor’s
<br />employees and other persons carrying out the Work. The
<br />Contractor shall not permit employment of unfit persons or
<br />persons not skilled in tasks assigned to them. The Contractor
<br />shall be responsible to KCDA and the Client for the acts and
<br />omissions of the Contractor’s employees, Subcontractors of
<br />any tier and their agents and employees, and other persons
<br />performing portions of the Work under a contract with the
<br />Contractor. At no change to the Contract Sum or Contra ct
<br />Time, the Client may provide written notice requiring the
<br />Contractor to remove from the Work any employee or other
<br />person carrying out the Work that the Client considers
<br />objectionable. If the Work is being performed at a site in
<br />active school use or where there is a likelihood of contact with
<br />children, a person shall be unfit and removed from the site if
<br />he or she is a registered sex offender or has pled guilty to or
<br />has been convicted of any felony crime involving the physical
<br />injury or death of a child (RCW 9A.32 or RCW 9A.36 but not
<br />RCW 46.61--motor vehicle violation), the physical neglect of
<br />a child (RCW 9A.42), sexual offenses against a minor (RCW
<br />9A.44), sexual exploitation of a child (RCW 9.68A), the sale
<br />or purchase of a minor child (RCW 9A.64.03 0), promoting
<br />prostitution of a child (RCW 9A.88), or violation of similar
<br />laws of another jurisdiction. Failure to comply with this
<br />section shall be grounds for the immediate termination of this
<br />Agreement for cause.
<br />
<br /> 10.4 Warranty. The Contractor warrants that
<br />materials and equipment furnished under the Agreement will be
<br />of good quality and new, that the Work will be performed in a
<br />skillful and workmanlike manner, free from defects not inherent
<br />in the quality required or explicitly permitted, and that the Work
<br />will conform to the requirements of the Contract Documents.
<br />The Client may conclude that Work not conforming to these
<br />requirements, including substitutions or deviations from the
<br />drawings or specifications not properly approved and
<br />authorized, is defective. The Contractor’s warranty excludes
<br />remedy for damage or defect caused by abuse, modifications
<br />not executed by the Contractor, improper or insufficient
<br />maintenance, improper operation, or normal wear and tear
<br />under normal usage.
<br />
<br /> 10.5 Taxes and Fees. In accordance with
<br />Article 3, KCDA shall invoice the Client and pay all sales tax.
<br />The Contractor shall pay all other consumer, use, B & O, and
<br />other similar taxes that are legally enacted when bids are
<br />received, whether or not yet effective or merely scheduled to go
<br />into effect.
<br />
<br /> 10.6 Legal Compliance. The Contractor shall
<br />comply with and give notices required by laws, ordinances,
<br />rules, regulations, and lawful orders of public authorities
<br />bearing on performance of the Work. The Contractor shall
<br />promptly notify KCDA, the Client, and A/E in writing if the
<br />Contractor observes the Drawings or Specifications to be at
<br />variance with them.
<br />
<br /> 10.7 Submittals. The Contractor shall review,
<br />approve and submit to the Client or A/E with reasonable
<br />promptness Shop Drawings, Product Data, Samples and similar
<br />submittals required by the Contract Documents. The Work
<br />shall be in accordance with approved submittals.
<br />
<br /> 10.8 Progress Schedule. Within seven days of
<br />execution of this Agreement, the Contractor shall submit a
<br />preliminary schedule of the Work to the Client. Failure to do
<br />so shall constitute a material breach of the Contract and a
<br />material breach of the conditions of the bid bond. Within thirty
<br />days after execution of the Agreement, and before any progress
<br />payment need be made, the Contractor, after consultations with
<br />its Subcontractors, shall submit a Progress Schedule to the
<br />Client. Neither the Client nor the A/E will, however, be
<br />required to review or approve the substance or sequence of the
<br />Progress Schedule, which are the Contractor’s sole
<br />responsibility. The Contractor will be responsible for planning,
<br />scheduling, managing, and reporting the progress of the Work
<br />in accordance with all of the specific methods and submittals
<br />described in the Contract Documents. The Contractor shall use
<br />the Contract Schedule to plan, coordinate, and prosecute the
<br />Work in an orderly and expeditious manner.
<br />
<br /> 10.9 Clean-Up. The Contractor shall keep the
<br />premises and surrounding area free from accumulation of waste
<br />materials or rubbish caused by operations under the Agreement.
<br />Prior to completion of the Work or at the Client’s request, the
<br />Contractor shall remove from and about the Project waste
<br />materials, rubbish, the Contractor’s tools, construction
<br />equipment, machinery and surplus materials. If the Contractor
<br />fails to do so, the Client may do so and charge to the Contractor
<br />all costs incurred.
<br />
<br /> 10.10 Access. The Contractor shall provide
<br />KCDA, the Client, the A/E and their respective consultants
<br />access to the Work wherever located.
<br />
<br /> 10.11 Royalties and Patents. The Contractor shall
<br />pay all royalties and license fees, shall defend suits or claims
<br />for infringement of patent rights and shall hold KCDA, the
<br />Client, and the A/E harmless from loss on account thereof,
<br />unless the Contract Documents require the particular infringing
<br />design, process or product of a particular manufacturer or
<br />manufacturers.
<br />
<br /> 10.12 Indemnification. Subject to the following
<br />conditions and to the fullest extent permitted by law, the
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