SPECIFICATIONS FOR THE ADDITIONS AND ALTERATIONS TO KVAL: BROADCAST STATION 4575 BLANTON ROAD, EUGENE, OREGON A/E PROJECT # 17.

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1 SPECIFICATIONS FOR THE ADDITIONS AND ALTERATIONS TO KVAL: BROADCAST STATION 4575 BLANTON ROAD, EUGENE, OREGON A/E PROJECT # BID DOCUMENTS SUBMISSION 12 OCTOBER 2017 Owner Sinclair Television of Oregon LLC. P.O. Box 1475 Cockeysville, MD Architect Sanders Designs PA 9727 Greenside Drive, Suite 202 Cockeysville, MD Civil Engineer Johnson Broderick Engineering 325 West 13 th Avenue Eugene, Oregon Structural Engineer Johnson Broderick Engineering 325 West 13 th Avenue Eugene, Oregon M/P Engineer BHE Group 940 Willamette Street, Suite 310 Eugene, Oregon Electrical Engineer Landis Consulting 6446 Fairway Avenue SE, Suite 220 Salem, Oregon 97306

2 SECTION TABLE OF CONTENTS PROCUREMENT AND CONTRACTING REQUIREMENTS 1.01 DIVISION PROCUREMENT AND CONTRACTING REQUIREMENTS A Table of Contents B Invitation to Bid C Instructions to Bidders D Bid Form E Available Documents F Contracting Forms and Supplements G Sample Purchase Order H Sample Subcontract Agreement I Sample Trade Damage Clause J Textura Payment Overview SPECIFICATIONS 2.01 DIVISION GENERAL REQUIREMENTS A Summary B Price and Payment Procedures C Allowances D Alternates E Substitution Procedures F Sample Pre-bid Substitution Form G Sample Post-bid Substitution Form H Administrative Requirements I Construction Progress Schedule J Quality Requirements K Code-Required Special Inspections L Execution and Closeout Requirements M Closeout Submittals 2.02 DIVISION EXISTING CONDITIONS A Demolition 2.03 DIVISION CONCRETE 2.04 DIVISION MASONRY A Unit Masonry B Single-Wythe Unit Masonry 2.05 DIVISION METALS A Cold-Formed Metal Framing B Metal Fabrications C Pipe and Tube Railings / KVAL-TV Studios TABLE OF CONTENTS Bid Documents: 12 October 2017

3 2.06 DIVISION WOOD, PLASTICS, AND COMPOSITES A Wood Treatment B Rough Carpentry C Wood Decking D Finish Carpentry E Architectural Wood Casework F Simulated Stone Fabrications 2.07 DIVISION THERMAL AND MOISTURE PROTECTION A Fire and Smoke Assembly Identification B Fluid-Applied Waterproofing C Thermal Insulation D Weather Barriers E Wood Siding F Thermoplastic Membrane Roofing G Sheet Metal Flashing and Trim H Roof Specialties I Roof Accessories J Firestopping K Joint Sealants 2.08 DIVISION 08 OPENINGS A Hollow Metal Doors and Frames B Flush Wood Doors 2.09 DIVISION 09 FINISHES A Gypsum Board Assemblies B Non-Structural Metal Framing C Tiling D Exterior Painting E Interior Painting 2.10 DIVISION 10 SPECIALTIES A Wall and Corner Guards 2.11 DIVISION EQUIPMENT 2.12 DIVISION FURNISHINGS 2.13 DIVISION SPECIAL CONSTRUCTION 2.14 DIVISION CONVEYING EQUIPMENT 2.15 DIVISION 20 GENERAL MECHANICAL PROVISIONS A General Mechanical Provisions B Mechanical Operation and Maintenance Manuals C Vibration Isolation D Seismic Restraints E Mechanical Identification F Testing, Adjusting, and Balancing 2.16 DIVISION FIRE SUPPRESSION / KVAL-TV Studios TABLE OF CONTENTS Bid Documents: 12 October 2017

4 2.17 DIVISION 22 PLUMBING A Piping B Valves C Piping Insulation D Plumbing Equipment E Plumbing Fixtures F Plumbing Specialties G Piping Systems Cleaning, Disinfection, and Treatment 2.18 DIVISION HEATING, VENTILATING, AND AIR-CONDITIONING (HVAC) A Ductwork Insulation B Controls C Controls Sequence of Operations D Ductwork E Ductwork Accessories F Fans G Air Terminal Units H Air Outlets and Inlets I Packaged Air Conditioning Units J Packaged Heat Pumps 2.18 DIVISION 25 INTEGRATED AUTOMATION 2.19 DIVISION 26 ELECTRICAL A General Electrical Requirements B Commissioning C Operation and Maintenance Data D Demonstration Training E Minor Electrical Demolition F Low Voltage Electrical Power Conductors and Cables G Ground and Bonding H Hangers and Supports I Raceways and Boxes for Electrical Systems J Electrical And Control Identification K Wiring Connections L Lighting Control Devices M Panel Boards N Wiring Devices O Enclosed Switches and Circuit Breakers P Interior Lighting Q Exterior Lighting 2.20 DIVISION 27 COMMUNICATIONS A Conduits and Boxes for Communication Systems B Cable Tray for Communication System 2.21 DIVISION ELECTRONIC SAFETY AND SECURITY / KVAL-TV Studios TABLE OF CONTENTS Bid Documents: 12 October 2017

5 A Fire Detection and Alarm 2.22 DIVISION EARTHWORK A Geo-technical Report B Termite Control 2.23 DIVISION EXTERIOR IMPROVEMENTS 2.24 DIVISION UTILITIES END OF TABLE OF CONTENTS / KVAL-TV Studios TABLE OF CONTENTS Bid Documents: 12 October 2017

6 SECTION INVITATION TO BID INVITATION TO BID KVAL BROADCAST STATION Additions & Alterations 4575 Blanton Road Eugene, Oregon BIDS DUE Steel Joist/Metal Deck/Masonry: 2:00pm MAY 3, 2018 All Other Scopes: 2:00pm, MAY 15, 2018 BID SCOPE: ENTIRE PROJECT (Addition and Modifications) Briefly, the scope work is as described in, which generally consists of; Demolition of existing buildings both partially and entirely. Selective demolition of interior renovation area. All as indicated on the drawings. Construction of new, fire separated, single story addition, office, studio space, and renovation of existing building areas. CMU bearing walls with steel joist and metal deck roof structure. New roof top HVAC units and associated ductwork, power, lighting, and plumbing work will be installed to accommodate new layout and building area. Bid Submission, faxed and/or ed bids will be received by, Construction Manager/General Contractor (CCB #114258), for on May 15, 2018 until 2:00 p.m. local time at Chambers Construction Office, 3028 Judkins Rd #1, Eugene, Oregon, 97403, banderson@chambers-gc.com Tel (541) , Fax (541) ON-SITE PRE-BID CONFERENCES: Meet at the main front door of the existing facility, 4575 Blanton Road,. May 1, 2018 at 1:00pm: Interested building Demolition and Civil subcontractors May 2, 2018 at 1:00pm: Interested Plumbing/HVAC/Electrical subcontractors May 3, 2018 at 1:00pm: Interested Roofing and all other subcontractors Due to loud noise restraints, all on-site work hours, once construction starts, will be Monday thru Sunday from 7:30am to 4:00pm. The Owner is: Sinclair Television of Oregon, LLC. PO Box 1475, Cockeysville, MD Bid documents may be viewed at local plan centers, or obtained at the cost of reproduction from Central Print & Reprographics (CP&R),, Ph (541) Bidding Documents may be examined at the following plan center locations: Eugene Builder's Exchange, 2460 W. 11th,

7 SECTION INVITATION TO BID PH (541) FX (541) Daily Journal of Commerce, 921 SW Washington St., Ste 210, Portland, OR PH (503) FX (503) Douglas County Plan Center, 3076 NE Diamond Lake Blvd, Roseburg, OR PH (541) FX (541) Contractor Plan Center, SE 82nd Drive, Clackamas, OR PH (503) FX (503) Salem Contractor's Exchange, 2256 Judson Street SE, Salem, OR PH (503) FX (503) McGraw Hill Construction, 3461 NW Yeon Avenue, Portland, OR PH (253) Premier Builders Exchange, 1902 NE 4 th Street, Bend, OR PH (541) FX (541) Medford Builders Exchange, 701 East Jackson Street, Medford, OR PH (541) FX (541) Willamette Valley Bid Center, SE Eastgate Circle, Corvallis, OR PH (541) FX (541) Bidding Documents may also be examined at: Chambers Construction Office, 3028 Judkins Rd #1, Eugene, Oregon PH (541) FX (541) Chambers Website: No bid for a construction contract will be received or considered unless the Bidder is registered with the Construction Contractors Board or licensed by the State Landscape Contractors Board. Bidders shall not discriminate in obtaining any required subcontractors. Bidders shall not include the cost of furnishing performance and payment bond(s) in the bid price. Bidders shall have the capacity to bond (100 percent performance and payment bonds) equal to the full value of their bid. See bid form for bond cost rate to be added. CM/GC, at its option, may elect to add bond cost for consideration and award process. Bidders shall be qualified to perform the type and size of work bid. Chambers Construction may determine that a bidder is unqualified based on bidders performance history, lack of experience with similar work, financial concern, or other relevant criteria

8 SECTION INVITATION TO BID Chambers Construction reserves the right to (1) reject any or all Bids not in compliance with all bidding procedures and requirements, (2) postpone award of the Contract for a period not to exceed forty-five (45) days from the date of bid opening, (3) waive informalities in the Bids, and (4) select the Bid which appears to be in the best interest of the Owner. Direct all questions to CM/GC, Chambers Construction, John Wright, (541) , fax (541) , or at: jwright@chambers-gc.com Under no circumstance shall the Owner or Architect be contacted by any bidder Chambers Construction is an equal opportunity employer. All bidders shall not discriminate in obtaining any required subcontractors. Chambers Construction is committed to taking affirmative action to encourage and facilitate the participation of minority, women-owned, and emerging small business enterprises (MWESB) and we encourage all Subcontractors and Suppliers to do the same. END OF SECTION

9 SECTION INVITATION TO BID This page intentionally left blank

10 KVAL BROADCAST STATION Instructions & Provisions GENERAL INSTRUCTIONS TO BIDDERS & SPECIAL PROVISIONS Springfield, OR Chambers Construction invites your firm to submit a bid for providing all Supervision, Labor, Materials, Equipment, Tools, and everything necessary to accomplish various portions of subcontract work and supply of materials as required by the bid documents which are a part of the construction documents, whether or not bound herewith, and by reference. 1. BID DOCUMENTS: The following documents form a part of and are included in the Contract Documents: A. Project Manual, Divisions 00-33, as prepared by Sanders Designs, except those sections prepared by Chambers Constructions as identified below in paragraph 1, D. B. Drawings entitled, as prepared by Sanders Designs. C. Owner Contract available for review at Chambers office upon request. D. Bid Instructions, Contract Requirements a. Section Invitation to Bid b. Section Instructions to Bidders & Special Provisions c. Section Bid Form d. Section Sample Purchase Order e. Section Sample Subcontract f. Section Sample Trade Damage Clause g. Section Textura Overview h. Subsection of Section Price and Payment Procedures 2. BID FORM: All bids must be submitted on the Bid Form. Bidder may also submit, as a supplement separate to the bid form, clarifications to bidder s scope of work with the stipulation that bidder acknowledges all terms, conditions and bid instructions listed in this Instructions to Bidders take precedence. Bidders are required to submit Lump Sum bids on the Work and if requested, any prescribed Alternates & Unit Prices. 3. BID DATES: Steel Joists/Metal Deck/Masonry: May 3, 2108 Until 2:00pm All Other Scopes: May 15, 2018 Until 2:00 PM. Bid Submission: faxed and/or ed bids will be received by, General Contractor (CCB #114258), for on either May 3, 2018 or May 15, 2018 until 2:00 p.m. local time at Chambers Construction Office, 3028 Judkins Rd #1, Eugene, Oregon, 97403, banderson@chambers-gc.com Tel (541) , Fax (541) Delivery of Bids shall be conducted in accordance with Invitation to Bid. Bidders bear the responsibility to insure their Bid arrives prior to the Bid closing time. Label clearly on Bid the Project Name. INSTRUCTIONS TO BIDDERS

11 KVAL BROADCAST STATION Instructions & Provisions 4. ON-SITE PRE-BID CONFERENCES: Meet at the main front door of the existing facility, 4575 Blanton Road,. May 1, 2018 at 1:00pm: Interested Building Demolition and Civil subcontractors May 2, 2018 at 1:00pm: Interested Plumbing/HVAC/Electrical subcontractors May 3, 2018 at 1:00pm: Interested Roofing and all other subcontractors Due to loud noise restrictions all on-site work hours, once construction starts, will be Monday thru Sunday from 7:30am to 4:00pm. 5. CONTRACT INFORMATION The Subcontract Agreement will be awarded on a standard Chambers Construction Subcontract Agreement form for any work requiring labor at the jobsite. Purchase Orders will be awarded on a standard Chambers Construction Purchase Order Agreement form only for the supply of materials. Copies of these forms are included in the Project Manual. Any proposed modifications are to be included with the bid. Chambers Construction may reject any bid that includes unacceptable modifications to the Subcontract Agreement. 6 REQUEST FOR CLARIFICATION & DISCREPANCIES Regarding All Questions - Should a bidder have any question related to this project then bidder should contact the CM/GC: Chambers Construction, attn.: John Wright, at (541) , fax (541) or at: jwright@chambers-gc.com Under no circumstances shall the Owner or Architect be contacted by any bidder. 7 PLAN CENTERS: The Bid Documents may be viewed at the following plan centers Eugene Builder's Exchange, 2460 W. 11th, PH (541) FX (541) Daily Journal of Commerce, 921 SW Washington St., Ste 210, Portland, OR PH (503) FX (503) Douglas County Plan Center, 3076 NE Diamond Lake Blvd, Roseburg, OR PH (541) FX (541) Contractor Plan Center, SE 82nd Drive, Clackamas, OR PH (503) FX (503) Salem Contractor's Exchange, 2256 Judson Street SE, Salem, OR PH (503) FX (503) McGraw Hill Construction, 3461 NW Yeon Avenue, Portland, OR PH (253) INSTRUCTIONS TO BIDDERS

12 KVAL BROADCAST STATION Instructions & Provisions Premier Builders Exchange, 1902 NE 4 th Street, Bend, OR PH (541) FX (541) Willamette Valley Bid Center, Old Hwy 34, Tangent, OR PH (651) FX (541) Bidding Documents may also be examined at: Chambers Construction Office, 3028 Judkins Rd #1, Eugene, Oregon PH (541) FX (541) Chambers Website: 8 CONTACT FOR INFORMATION: John Wright 3028 Judkins Road Telephone: (541) Fax: (541) jwright@chambers-gc.com 9 OWNER / CMGC CONTRACT INFORMATION: All contract documents including the contract between Chambers Construction and Sinclair Television of Oregon, LLC is available for review at Chambers Construction Main Office. The Subcontractor agrees to be bound to Contractor by the terms of the contract documents. All reference to and requirements of Contractor in the contract documents pertain to subcontractor as well, including Article 6, Liquidated Damages For Delay. 10 INCOMPLETE PLANS: If the work in the documents defined is not complete or does not provide a fully functional system, include the cost for providing a complete and fully functional system. Bidder acknowledges they are providing a complete functional system which meets all installation code requirements under their base bid. Where no specific details are shown, Subcontractor shall include construction costs to conform to similar work as detailed elsewhere on the project. 11 DOCUMENT CONFLICTS: Subcontractor shall include cost to cover the most expensive construction method where conflicts occur in the documents. 12 COMPLETE DOCUMENT USE: Subcontractors shall base their bid, and if subsequently awarded a contract, on a complete set of contracts documents. A bid may be subject to rejection if noted to have been based on partial information. All subcontractors that receive a subsequently awarded contract shall construct the work utilizing complete sets of contract documents. 13 Not required. 14 ADDENDA: Addenda will be posted to plan centers listed above. Bidders shall acknowledge INSTRUCTIONS TO BIDDERS

13 KVAL BROADCAST STATION Instructions & Provisions receipt of any addenda prior to submitting a bid by identifying the addenda number in the space provided on the bid form. The last date for any addenda to be issued is anticipated to be May 11, Only those clarifications issued as Addenda by Sanders Designs, or as Amendments by Chambers Construction, in writing shall be valid and become part of the Contract Documents. 15 SUBSTITUTIONS: Substitution requests must be received by Sanders Designs for design team review no later than noon on May 7, 2018 and be submitted in accordance with the Specifications. 16 BIDDER CLARIFICATIONS / EXCLUSIONS: In the event the Bidder excludes or clarifies an item of work that was included as part of their scope of work described in the Specifications (including Sections 00 and 01) or any other bidding document, the Bidder agrees to accept Chambers Construction s evaluation of the cost of the missing or clarified item for the purpose of comparing bids. 17 VALUE ENGINNERING: Bidders are encouraged to offer deductive alternate value engineering ideas indicated separately from the base bid. Contract award will not be affected by separate voluntary VE pricing. 18 ACCEPTANCE OF BID (AWARD): It is the intent of the CM/GC to award a subcontract to the qualified Bidder which will, in conjunction with other procurements, result in the lowest total cost to the Owner. The CM/GC shall have the right to waive informalities or irregularities in a Bid received and to accept the Bid which, in the CM/GC s judgment is in the Owner s best interest. The CM/GC and Owner shall have the right to accept Prescribed Alternates in any order or combination, unless otherwise specifically provided in the Bidding Documents, and to determine the lowest total cost to the Owner on the basis of the sum of the Base Bid and any or all Prescribed Alternates accepted. Chambers Construction may negotiate bid price adjustments with the apparent low bidder, including changes in the contract documents, to bring the bid within available funding. 19 DRUG & ALCOHOL POLICY: In an effort to provide a safe and healthy work place Chambers Construction has the following policies in force for their employees, Bidders shall have an established a drug and alcohol testing program for their employees:.1 A written employee drug-testing program,.2 Required drug testing for all new Subject Employees, or alternatively, requiring testing of Subject Employees every six months on a random selection basis,.3 Required testing of a Subject Employee when the Contractor has reasonable cause to believe the Subject Employee is under the influence of drugs, and.4 Required testing of a Subject Employee when the Subject Employee is involved in: (I) an incident causing an injury requiring treatment by a physician, or (ii) an incident resulting in damage to property or equipment. INSTRUCTIONS TO BIDDERS

14 KVAL BROADCAST STATION Instructions & Provisions 20 PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE: The subcontractor shall secure and maintain such public liability and property damage insurance as will protect the CM/GC and Owner from any and all claims from damage or personal injury including death, which may arise from operations under this Contract or in connection therewith, including all operations of sub-tier subcontractors. Such insurance shall provide coverage for not less than the following as allowed by the CM/GC: Employers Liability Insurance: Minimum limits of $1,500,000 each incident, $1,500,000 policy limit, and $1,500,000 per each employee. Commercial Liability Insurance: Minimum limits of $2,000,000 for each occurrence and $2,000,000 in the aggregate for all claims arising from a single occurrence, on a per project basis. Automobile Liability: Minimum limits of $2,000,000. Limits of insurance as required above may be satisfied by a single policy or in combination with an excess liability or umbrella policy Chambers Construction and Sinclair Television of Oregon, LLC must be named as additional insured on the Certificate of Liability Insurance. 21 WORKERS COMPENSATION INSURANCE: Statutory Oregon Coverage must be provided. Insurance shall be issued by company or companies acceptable to CM/GC on forms acceptable to CM/GC. 22 CERTIFIED PAYROLL: Not Required. 23 EQUAL OPPORTUNITY: The CM/GC and the CM/GC s subcontractors shall not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The CM/GC will take affirmative action to ensure that applicants are employed, and that employees are treated equally during employment, without regard to their race, color, religion, sex or national origin. Such action shall include, but not limited to, the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 24 JOBSITE CONDITIONS: Subcontractors who submit a bid shall certify that they have visited the jobsite and are completely familiar with the existing conditions, concurrently scheduled construction, access, staging and site limitations, and have made allowances for those conditions in their bid. 25 LABOR RATES: Prevailing Rate of Wage Oregon Boli or DOL Davis Bacon Act rate of pay is not required on this project. 26 COORDINATION OF THE WORK: Subcontractor will be responsible for coordinating their work with that of other trades. All field coordination requiring communications with INSTRUCTIONS TO BIDDERS

15 KVAL BROADCAST STATION Instructions & Provisions representatives of other trades shall be through Chambers Construction. There will be a Mandatory Subcontractor Coordination meeting held weekly at the job site: Time and day is TBD. Each Subcontractor shall designate a qualified representative to attend. 27 SCHEDULE: Chambers Construction reserves the right to update the schedule based on project conditions, actual performance of the work and schedule information received from Subcontractors. Subcontractor shall provide submittals required by the contract documents in a timely manner such that materials and equipment will be delivered to the jobsite to meet the project schedule. Bidders shall recognize that time is of the essence. 28 WARRANTIES AND GUARANTIES: Subcontractor shall fully warrant all work, at a minimum, for at least one (1) full year from Substantial Completion of the Project regardless of manufacturers or subcontractor/installers warranties. Individual specification sections may require longer warranty periods. Refer to specific specification sections for more detailed information. 29 LAYOUT: Subcontractor shall provide their own engineering layout as required for subcontract work. 30 HOISTING: Subcontractor shall provide their own off-loading, hoisting and rigging as required. 31 SCAFFOLDING, LIFTS: Subcontractor shall provide their own scaffolding, work platforms, boom lifts, etc. as required to complete the contracted scope of work within the confines of the building and site. 32 CLEAN UP/DEBRIS REMOVAL: Subcontractor shall include all cleanup costs, waste sorting costs, and deposit of wastes and recycling in CM/GC supplied dumpsters for materials associated with subcontractor s scope of work (except Subcontractor performing the Selective Site Demolition shall be responsible for their own hauling, dumpster, and all other costs related to debris removal). Subcontractor shall be responsible for their own operations and subsequent dust control and daily clean up. 33 REPROGRAPHICS: Subcontractor shall be required to pay for the cost of reproduction for all plans and specifications required by subcontractor for performance of the work. Subcontractor shall bid and perform the work (if awarded a contract) from complete sets of plans and specifications including posting any addendums within the construction documents. 34 WORK SEQUENCE: It is agreed that continuous operations are not anticipated, and work must be sequenced to expedite work of other trades as directed by Chambers Construction. 35 All change proposals including material invoices and quotations must be itemized and provide INSTRUCTIONS TO BIDDERS

16 KVAL BROADCAST STATION Instructions & Provisions sufficient detail for analysis of fee and all costs for material, labor, payroll taxes, equipment, and subcontractors. When both additions and credits are involved in any one change, the allowance for overhead and profit shall be figured on the basis of the net increase, if any. This markup shall be full and final compensation for home office overhead, field overhead, profit, time extensions, extended general conditions, labor inefficiencies, any and all costs associated with the change due to the effect of multiple changes. All sub-tier contractors are required to provide the same documentation. Non-Compensable Changes: Certain changes are considered part of the Work and are not compensable to the Subcontractor, such as, but not limited to: a) Subcontractor error or omission. b) Omitted detail that is reasonably inferable as incidental to the work. c) Omitted detail that is customarily performed in such work. d) Work required to be performed by code even though not detailed on the drawings. e) Interferences between the work of various subcontractors. f) Quality of a component of the work not in keeping with the specifications. g) Warranty repairs. h) Mistakes in layout and/or measuring by Subcontractor. 36 DAILY REPORTS: Subcontractor shall provide, on a daily basis during on-site activities, a written report identifying, at a minimum, the following information: Subcontractor s crew size and makeup, work performed, delays or disruptions, injuries or accidents, safety observations, and tests performed. Subcontractors must use the Daily Construction Report included in Chambers Construction Subcontract. 37 INSPECTIONS AND TESTING: Subcontractor shall coordinate and request all necessary inspections and testing for their work with the Owner s Testing Laboratory and any other jurisdictional authorities related to their work. 38 PERMITS, LICENCES AND FEES: Owner shall pay only for the general Building Permit cost and related plan check fees and systems development charges (SDC). Subcontractor shall obtain and pay for all other permits, licenses, fees, required to perform their scope of work. 39 PARKING/STORAGE: Subcontractor parking area shall be an area designated by Chambers Construction. Access to the construction site is limited and all deliveries and use of the existing facilities shall be directed by Chambers Construction. Staging / laydown area is limited. Subcontractors are strongly encouraged to schedule just-in-time deliveries. 40 Subcontractor and supplier invoicing shall be through Textura, an internet-based invoicing and payment system. One-time fee paid by subcontractor/supplier are as follows: 0.18% of contract value o Minimum - $50 o Maximum - $2,500 INSTRUCTIONS TO BIDDERS

17 KVAL BROADCAST STATION Instructions & Provisions END OF SECTION This page intentionally left blank INSTRUCTIONS TO BIDDERS

18 Bid Form Bid Closing Time/Date: 2:00pm, May 15, 2018 BID FOR: Submitted by: (Company Name) CCB No. BASE BID The undersigned proposes to furnish all material, equipment, and labor required for the complete project, and to perform all work in strict accordance with the Contract Documents for the lump sum prices indicated below. Section No. DESCRIPTION BID AMOUNT $ $ $ $ $ $ $ $ $ $ $ Total Base Bid $ BOND COST PERCENTAGE RATE (to be added to above bids) % (Percentage) ATTACHMENTS Bidder s may include with bid form any attachments to the extent necessary to clarify Bidder s scope of work. BID SECURITY Not required. STIPULATIONS The undersigned acknowledges the liquidated damages provision indicated in Instructions To Bidders. The undersigned agrees, if awarded the Contract, to execute and deliver to the CM/GC within ten (10) working days after receiving contract forms, the Subcontract Agreement and satisfactory Performance and Payment Bond (if requested) in an amount equal to 100 percent (100%) of the Contract Sum. If bonds are requested the bid value will be increased based on the bond rate indicated above. By submitting this Bid, the Bidder certifies that the Bidder: a) has available the appropriate financial, material, equipment, facility and personnel resources and expertise, or the ability to obtain the resources and expertise, necessary to meet all contractual responsibilities; b) has a satisfactory record of past performance; c) has a satisfactory record of integrity; d) is qualified legally to contract with the CM/GC; and e) will promptly supply all necessary information in connection with any inquiry the CM/GC, Architect, or Owner may make concerning the responsibility of the Bidder. SUBCONTRACTOR BID FORM

19 Bid Form Prior to award of a Contract, the Bidder shall submit, if requested, appropriate documentation to allow the CM/GC to determine whether or not the Bidder is responsible. The undersigned has received addenda numbers to inclusive and has included their provisions in the above Bid amounts. The undersigned has visited the site to become familiar with conditions under which the Work is to be performed and has correlated the Bidder's personal observations with the requirements of the proposed Contract Documents. Signed By: Printed Name: Telephone #: FAX #: END OF SECTION SUBCONTRACTOR BID FORM

20 SECTION AVAILABLE DOCUMENTS PART 1 GENERAL 1.01 LIST OF DOCUMENTS PROVIDED WITH CONTRACT DOCUMENTS A. Appendix A: Existing Building Drawings B. Appendix B: Existing Septic System Design and Evaluation PART 2 PRODUCTS - NOT USED PART 3 EXECUTION - NOT USED END OF SECTION / AVAILABLE DOCUMENTS Bid Documents: 12 October 2017

21 SECTION BID FORM DESCRIPTION OF WORK Project Location: 4575 Blanton Road, Eugene Oregon Bid Due Date: Questions Due Date: Construction Start Date: Construction Completion: Friday, 08 December 2017 at 5:00 PM (Pacific Time) Monday, 04 December 2017 at 12:00 PM (Pacific Time) February 2018 (Anticipated) TBD The following listed Drawing Numbers are collectively the Contract Drawings and are hereby incorporated into the Contract. Drawing Number and Title G001 G002 TITLE SHEET LIFESAFETY PLAN / CODE REVIEW CIVIL C0.0 COVER SHEET C3.0 SITE PLAN ARCHITECTURAL AD101 DEMOLITION FLOOR PLAN AD102 DEMOLITION ROOF PLAN A101 FLOOR PLAN A102 ENLARGED FLOOR PLAN A103 ROOF PLAN A111 REFLECTED CEILING PLAN A141 FURNITURE PLAN A201 BUILDING ELEVATIONS A211 ENLARGED ELEVATIONS A212 ENLARGED ELEVATIONS A301 BUILDING / WALL SECTIONS A302 BUILDING / WALL SECTIONS A303 BUILDING / WALL SECTIONS A304 BUILDING / WALL SECTIONS A401 PLAN DETAILS A411 SECTION DETAILS A412 SECTION DETAILS A413 SECTION DETAILS A414 SECTION DETAILS A421 TYPICAL ROOF DETAILS A501 ENLARGED STAIR PLANS & SECTIONS A502 STAIR SECTIONS AND DETAILS A601 SCHEDULES: PARTITION AND ROOM FINISH A602 SCHEDULE & DETAILS: DOORS A603 SCHEDULE DETAILS: DOORS A604 SCHEDULE & DETAILS: WINDOWS A701 TOILET ROOM PLANS AND ELEVATIONS A-711 CASEWORK DETAILS A-712 CASEWORK DETAILS STRUCTURAL S0.0 COVER SHEET S0.1 MATERIAL SPECIFICATIONS S2.0 FOUNDATION PLAN S2.1 ROOF FRAMING PLAN S3.0 MOMENT FRAME ELEVATIONS S4.0 BUILDING SECTIONS S5.0 CONCRETE DETAILS S5.1 CONCRETE DETAILS S5.2 CONCRETE DETAILS S7.0 STEEL DETAILS S7.1 STEEL SPECIFIC DETAILS S7.2 STEEL SPECIFIC DETAILS S7.3 JOIST LOADING DETAILS S7.5 COLD FORM DETAILS S8.0 CMU DETAILS MECHANICAL M000 MECHANICAL SYMBOLS AND SCHEDULES MD101 FLOOR PLAN MECHANICAL DEMO MD102 ROOF PLAN MECHANICAL DEMO M101 FLOOR PLAN MECHANICAL M102 ROOF PLAN MECHANICAL M401 MECHANICAL DETAILS PLUMBING P000 PLUMBING SYMBOLS AND SCHEDULES P100 SITE AND FOUNDATION PLAN PLUMBING P101 FLOOR PLAN PLUMBING ELECTRICAL E001 SYMBOL LEGEND & ABBREVIATIONS E010 ONE LINE DIAGRAM E020 CONDUIT y CONDUCTOR / MECH SCHEDULE E021 LUMINAIRE SCHEDULE ED201 DEMOLITION PLAN FIRST FLOOR ED301 DEMOLITION SECOND FLOOR E201 LIGHTING PLAN FIRST FLOOR E301 POWER AND RECEPTACLE PLAN FIRST FLOOR E302 ROOF POWER PLAN E401 LOW VOLTAGE PLAN FIRST FLOOR E501 FIRE ALARM & SECURITY PLAN FIRST FLOOR E502 FIRE ALARM & SECURITY PLAN 2 ND FLOOR E601 PANEL SCHEDULES / WSMH Broadcast Station STANDARD BID FORM Bid Documents: 14 May 2015

22 E602 NOTE: PANEL SCHEDULES No successful bidder may withdraw their bid within ninety (90) calendar days after the opening thereof. The Contractor hereby declares that it has carefully examined the solicitation and Drawings (collectively the Contract Documents ). Also, the Contractor has, to its satisfaction, examined the locality of the proposed work and agrees to furnish all labor, tools, materials, machinery, equipment, and other means of construction called for in the manner provided in the Drawings for the prices shown on the next page(s) and as evidenced by Contractor s signature on the last page thereof. The Contractor shall acknowledge, on the bid form, receipt of all addenda issued prior to bid deadline. INTERVIEW The project Owner will conduct interviews with bidding contractors on Thursday, December 14. Please be prepared to meet on site for a 45 minute presentation / question and answer session on that date at a time to be determined. WALK-THROUGH A contractor walk-through is scheduled for Tuesday, November 28, but additional walk-throughs can be accommodated throughout that week. SCHEDULE OF PRICES NOTE: The Bidder shall fill out this Proposal, write in the unit prices in clear numerals, and make the extensions. PROJECT DESCRIPTION: The project consists of the following: demolition of the existing pre-fabricated metal building and standard construction production studio at the western portion of the site; partial demolition of areas of the existing to remain building as noted in the construction documents; and selective interior demolition as required for the renovation spaces. Additional demolition not explicitly shown, but required to install the new work as shown will also be the responsibility of the contractor. The new work will include the construction of a 5,910 square foot addition consisting of office space, single use restrooms, storage, broadcast studio, and ramp. It will also include renovation of approximately 1,830 square feet of existing space in two separate areas. Repair / replacement work not explicitly shown, but required as a result of demolition or for the installation of the new work as shown will also be the responsibility of the contractor. New roof top mounted HVAC units and associated ductwork will be installed to serve all new and renovated spaces. Two new single use restrooms with new septic tank to serve them will be installed. All new electrical panels, conduit, lighting, and wiring will be required for the addition and renovated spaces. Existing electrical service and UPS will be utilized. Minor grading and site work will be required outside of the building footprint including site stairs, retaining walls, concrete landings, and asphalt patch and repair. The owner will occupy the building for the duration of the project, and it will operate as a news broadcast facility. Limitations on loud construction and owner coordination are discussed elsewhere in the specification. BID ITEMS / WSMH Broadcast Station STANDARD BID FORM Bid Documents: 14 May 2015

23 Bid Item #1: KVAL Demolition. Provide a lump Sum price to furnish all labor, materials, and supervision for demolition of approximately 3,500 gross square feet of existing building and sub-grade construction. Include all haul-off and site preparation for the new work. Bid Item #2: Bid Item #3: Alternate #1: KVAL Alterations and Improvements. Provide a lump Sum price to furnish all labor, materials, and supervision for Alterations and Improvements totaling approximately 1,830 gross square feet of existing building renovation. Include the interior selective demolition costs in this bid item. Please provide a project cost breakdown by 2004 CSI Division format in addition to the lump sum. KVAL Addition. Provide a lump Sum price to furnish all labor, materials, and supervision for new addition construction totaling approximately 5,910 gross square feet. Please provide a project cost breakdown by 2004 CSI Division format in addition the lump sum. Studio Floor. Provide cost difference to install a polished finish concrete floor in the new studio in lieu of the VCT finish called for in the schedule. Acceptance: This offer shall be open to acceptance and is irrevocable for thirty calendar days from the bid closing date. If this bid is accepted by Owner within the time period stated above, Contractor shall: Execute the Agreement within seven calendar days of receipt of Notice-of-Award. Furnish the required bonds within seven calendar days of receipt of Notice-of-Award. Commence work within seven calendar days after receipt of written Notice-to-Proceed of this bid. Contractor Name: Address: Phone: Bid/Alt Description of Item Unit of Estimated Unit Total Item # Measure Quantity Price Price 1. KVAL Demolition LS N/A N/A $ 1. KVAL Alt. / Improvement LS N/A N/A $ 1. KVAL Addition LS N/A N/A $ 1. Studio Floor LS N/A N/A $ Total Cost for Items listed above: $ / WSMH Broadcast Station STANDARD BID FORM Bid Documents: 14 May 2015

24 DOLLARS AND / 100 (Total cost for Items listed above (BASE BID) in words) Breakdown by CSI Division included as Separate Attachment. (Provided by the Contractor) Officer Signature Title Date Number of Addenda Received Below is a sample of the typical CSI format. Please provide a more detailed breakdown of specific materials, rentals, and labor as developed in the preparation of submitting this bid / WSMH Broadcast Station STANDARD BID FORM Bid Documents: 14 May 2015

25 Exhibit A: Sample Bid Breakdown by CSI Division Project: WSMH Flint, Michigan Contractor: Division Description Cost 1 General Conditions 2 Existing Conditions 3 Concrete 4 Masonry 5 Metals 6 Wood, Plastics, &Composites 7 Thermal & Moisture Protection 8 Openings 9 Finishes 10 Specialties 11 Equipment 12 Furnishings 13 Special Construction 14 Conveying Equipment 21 Fire Suppression 22 Plumbing 23 HVAC 25 Integrated Automation 26 Electrical 27 Communications 28 Electronic Safety & Security 31 Earthwork 32 Exterior Improvements 33 Utilities 34 Transportation 35 Waterways & Marine 40 Process Integration 41 Material Processing and Handling 42 Process Heating, Cooling, & Drying Process Gas & Liquid Handling, 43 Purification & Storage 44 Pollution Control 45 Industry-Specific Manufacturing 46 Water and Wastewater 48 Electrical Power Generation Sub-Total Overhead and Profit Total / WSMH Broadcast Station STANDARD BID FORM Bid Documents: 14 May 2015

26 PART 1 GENERAL SECTION CONTRACTING FORMS AND SUPPLEMENTS 1.01 CONTRACTOR IS RESPONSIBLE FOR OBTAINING A VALID LICENSE TO USE ALL COPYRIGHTED DOCUMENTS SPECIFIED BUT NOT INCLUDED IN THE PROJECT MANUAL AGREEMENT AND CONDITIONS OF THE CONTRACT A. The Agreement is based on Owner Provided Document. B. The General Conditions are based on Owner Provided Document FORMS A. Use the following forms for the specified purposes unless otherwise indicated elsewhere in the Contract Documents. B. Bond Forms: 1. Performance and Payment Bond Form: AIA A312. C. Post-Award Certificates and Other Forms: 1. Schedule of Values Form: AIA G Application for Payment Form: AIA G702 and G703. D. Clarification and Modification Forms: 1. Supplemental Instruction Form: AIA G Construction Change Directive Form: AIA G Change Order Form: AIA G701. E. Closeout Forms: 1. Certificate of Substantial Completion Form: AIA G REFERENCE STANDARDS A. AIA A101 - Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum; B. AIA A201 - General Conditions of the Contract for Construction; C. AIA A312 - Performance Bond and Payment Bond; D. AIA G701 - Change Order; E. AIA G702 - Application and Certificate for Payment; F. AIA G703 - Continuation Sheet; G. AIA G704 - Certificate of Substantial Completion; H. AIA G710 - Architect's Supplemental Instructions; I. AIA G714 - Construction Change Directive; PART 2 PRODUCTS - NOT USED PART 3 EXECUTION - NOT USED END OF SECTION / CONTRACTING FORMS & SUPPLEMENTS Bid Documents: 12 October 2017

27 Sample Purchase Order 3028 Judkins Road, Suite 1, Phone: (541) * FAX: (541) CCB # PURCHASE ORDER Job No. XXXX PROJECT: DATE: 2018 CODE #: LINE #:.1 F.O.B: Jobsite SUPPLIER: T.B.D. Vendor SHIP TO: (Job site address) MATERIALS TO BE SUPPLIED: TOTAL: Zero Dollars and no/ 100 $0.00 DELIVERY DATE: Per project superintendent BILLING INSTRUCTIONS: Unless otherwise directed or authorized, in writing, by Contractor, all applications for payment and all supporting documents (including but not limited to lien waivers, sworn statements, and the like) for Subcontractor and its sub-subcontractors and suppliers, shall be in electronic format and shall be submitted to Contractor using the Textura CPM payment management system. Subcontractor shall be responsible for the fees and costs owed associated with Subcontractor's use of the Textura CPM payment management system. Subcontractor shall include a similar provision in its sub-subcontracts and purchase orders. Fees to subcontractors are calculated as 0.18% of contract value, with a minimum of $50 and a maximum fee of $2,500. Fees to Subcontractors'; sub-subcontractors and suppliers are a fixed fee of $50 per sub-subcontractor or supplier contract. Fees will be deducted from the first Draw and reconciled at the end of the project for change orders issued throughout the project. DO NOT CONFIRM a contract in Textura unless it correlates with a subcontract you have received; fees are assessed on the first confirmed amount. If this is new to your company, see enclosed "Subcontractor Pocket Guide" and "Textura Construction Payment Management for Subcontractors and Material Suppliers" for further information. First time users on the Textura Payment Management System need to contact Paula Manning at Chambers prior to their first draw. If you are already a Textura user, you will receive an invitation to participate on this project via once the project is let. CCC Project No.: XXXX SAMPLE PURCHASE ORDER

28 Sample Purchase Order BY: Controller CCC Project No.: XXXX SAMPLE PURCHASE ORDER

29 Sample Subcontract 3028 Judkins Road, Suite 1, Phone: (541) * FAX: (541) CCB # SUBCONTRACT AGREEMENT Job No. XXXX BETWEEN: 3028 Judkins Rd., Ste 1 Eugene, Oregon (541) (541) (fax) CCB No ("Contractor") AND: T.B.D. SUBCONTRACTOR Federal Taxpayer I.D. No. State Taxpayer I.D. No. CCB No. ("Subcontractor") DATED: 2018 CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

30 Sample Subcontract RECITAL Contractor has entered into a contract dated with, ("Owner") for the KVAL BROADCAST STATION, ("Project"). The parties desire that Subcontractor furnish a portion of the labor, materials, equipment, and services necessary to complete the Project as described in this Subcontract. AGREEMENT For valuable consideration, the sufficiency of which is hereby acknowledged, the parties, intending to be bound, agree as follows: 1. Definitions. 1.1 In addition to the definitions of Contractor, Subcontractor, Owner, and Project set forth in the recital above, the terms below are defined as follows: "Contract Documents" shall mean all documents governing the labor, materials, equipment, and services to be furnished in connection with the construction of the Project and include, but are not limited to: (a) this Subcontract; (b) the Contract; (c) any general, special, supplementary, and other conditions applicable to the Contract for the Project; (d) any plans, specifications, and addenda issued in connection with the Project; (e) any modification to any of the foregoing, whether issued before or after the execution of this Subcontract; and (f) the documents listed on the attached Exhibit (if any) "The Work" shall mean that portion of the work described in the Contract Documents which is to be performed by Subcontractor and is more specifically described as follows: Provide all necessary materials, equipment, and labor to complete the work in Specification Section(s): This Subcontract includes Exhibit 2.2, Schedule of Values, to be completed and submitted within ten (10) days of receipt of this Subcontract agreement as per Sub Paragraph 2.2. This Subcontract includes Exhibit 2.3, Schedule of Participants, to be completed and submitted within ten (10) days of receipt of this Subcontract agreement as per Sub Paragraph 2.3. The list is to be updated monthly with each draw. The requirements of Exhibit 3.6 regarding trade damage are posted on site. Please review this policy with your work force and lower tier subcontractors prior to beginning work on the project. Unless otherwise directed or authorized, in writing, by Contractor, all applications for payment CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

31 Sample Subcontract and all supporting documents (including but not limited to lien waivers, sworn statements, and the like) for Subcontractor and its sub-subcontractors and suppliers, shall be in electronic format and shall be submitted to Contractor using the Textura CPM payment management system. Subcontractor shall be responsible for the fees and costs owed associated with Subcontractor's use of the Textura CPM payment management system. Subcontractor shall include a similar provision in its sub-subcontracts and purchase orders. Fees to subcontractors are calculated as 0.18% of contract value, with a minimum of $50 and a maximum fee of $2,500. Fees to Subcontractors' sub-subcontractors and suppliers are a fixed fee of $50 per sub-subcontractor or supplier contract. Fees will be deducted from the first Draw and reconciled at the end of the project for change orders issued throughout the project. DO NOT CONFIRM a contract in Textura unless it correlates with a subcontract you have received; fees are assessed on the first confirmed amount. If this is new to your company, see enclosed "Subcontractor Pocket Guide" and "Textura Construction Payment Management for Subcontractors and Material Suppliers" for further information. First time users on the Textura Payment Management System need to contact Paula Manning at Chambers prior to their first draw. If you are already a Textura user, you will receive an invitation to participate on this project via once the project is let. This Subcontract includes Exhibit 6.2, Subcontractor s Daily Construction Report, to be completed and turned in daily to the on site superintendent. THIS WORK SHALL INCLUDE BUT IS NOT LIMITED TO THE FOLLOWING: WORK THAT IS NOT A PART OF THIS SUBCONTRACT AGREEMENT CONSISTS OF: 2. Price. 2.1 The Price. The price is the sum of Zero Dollars and 00/100 in United States dollars. U.S. $0.00, which is the full amount to be paid by Contractor to Subcontractor for performance of the Work subject to additions and deletions as provided in this Subcontract. The price shall be paid as provided in Section 6 and includes all taxes, licenses, fees, and other charges of any nature that may be imposed in connection with the Work. Except to the extent the Contract Documents allow for the recovery of cost escalations from the Owner, Subcontractor hereby acknowledges and assumes the risk of all increases in the cost for labor, materials and equipment, whether or not such cost increases are foreseeable. 2.2 Schedule of Values. For the purpose of determining partial payments, Subcontractor shall submit to Contractor, within ten (10) days of receipt of this Subcontract, a schedule of values (the Schedule ) allocating the Subcontract Price to the various parts of the Work on the attached Exhibit 2.2. Upon request of Contractor, Subcontractor will provide evidence satisfactory to Contractor to support the Schedule. Unless objected to by Contractor, the Schedule, as revised from time to time, shall be used as a basis for reviewing Subcontractor's applications for payment. 2.3 Schedule of Participants. Subcontractor shall submit to Contractor an original schedule of all CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

32 Sample Subcontract persons or entities scheduled to furnish labor, materials, equipment, or services in connection with the Work within ten (10) days of receipt of this Subcontract but in no event later than the start of work, on the attached Exhibit 2.3. All lower tier subcontractors must be approved by Contractor prior to start of work. Subcontractor will maintain true and correct copies of all contracts with such persons and entities, and provide them to Contractor upon request. Contractor may contact any such person or entity to verify any fact relating to the Work, the schedule, or payment, and all contracts with any such persons or entities must require the disclosure of such information to Contractor. Each draw application submitted by Subcontractor shall include an updated list of all persons or entities that performed work on the project during the billing period covered by the draw. 3. Subcontractor's Duties. 3.1 Performance of the Work. Subcontractor shall furnish all supervision, labor, materials, equipment, and services necessary for the performance of the Work. 3.2 Time for Performance. Subcontractor shall prosecute the Work in a prompt and diligent manner with adequate manpower whenever such work, or any part of it, becomes available or at such other times as Contractor may direct, and so as to promote the general and uninterrupted progress of the construction of the Project. Subcontractor shall cooperate with related work and shall not interfere in any manner with the work of Contractor or other subcontractors. If Subcontractor fails to initiate or complete any portion of the Work by the time specified in the schedule, or if it becomes apparent to Contractor that the Work will not be completed in a timely fashion, and if such failure is due in whole or in part to any fault of Subcontractor, then Contractor may, in addition and without prejudice to any other remedies it may have pursuant to other portions of this Subcontract or applicable law, require Subcontractor to increase or supplement the working force and equipment and perform the Work on an overtime or multiple shift basis to such extent as to give reasonable assurance of compliance with the schedule and the required quality of the Work. Any premium for such overtime or additional shifts, the cost of employing additional workers and equipment, together with any additional costs thereby incurred, shall be at Subcontractor's sole expense. Subcontractor shall furnish all submittals required by the Contract Documents or requested by Contractor in a prompt and timely fashion so as to expedite the progress of the Work. Without limiting the foregoing, Subcontractor agrees the Work described in this Subcontract shall commence on or about as per Project Schedule and/or Superintendent and will be completed not later than as per Project Schedule and/or Superintendent. Subcontractor is required to meet the construction schedule deadline for Owner to take possession of the Project for its intended purpose. Subcontractor shall use all lawful means necessary to have sufficient labor, materials, and equipment on site when needed to complete the Work in accordance with the construction schedule. Subcontractor shall have a qualified foreman onsite to schedule and coordinate the Work with the work of other integral subcontractors. Subcontractor will not change foreman without the prior written consent of Contractor. 3.3 Standard of Performance. Subcontractor shall perform the Work under the general direction and supervision of Contractor and shall comply with instructions given by Contractor. Subcontractor shall CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

33 Sample Subcontract perform the Work in a good and workmanlike manner, consistent with the highest standards of the industry, and in strict accordance with the Contract Documents and all building codes and state, federal, and local laws, ordinances, rules, regulations, and orders applicable to the Work. If there is any discrepancy between the plans or the specifications, or both, and any governmental laws or regulations, then those which are more stringent shall govern. Regardless of the provisions of the Contract Documents, Subcontractor is obligated to be familiar with all governmental laws or regulations pertaining to the Work. Subcontractor agrees that should any change be required by any governmental authority, such change shall be made by Subcontractor without any increase in the price, if such change could have reasonably been anticipated. If the Contract Documents provide for any performance contrary to applicable laws or regulations, Subcontractor shall notify Contractor, in writing, so that the Contract Documents may be corrected. Subcontractor shall not perform any such Work until the corrected Contract Documents have been approved in writing by Contractor. Subcontractor shall immediately remove from the Project any person, material, or equipment determined by Contractor to be inadequate or inappropriate for performance of the Work. CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

34 Sample Subcontract 3.4 Acceptance of Prior Activities. If any portion of the Work depends upon prior performance of any other activities of Contractor, other subcontractors, Owner, or any other person or entity involved in the construction of the Project, then commencement of such portion of the Work by Subcontractor shall be deemed an acceptance of the adequacy and completeness of such other activities. 3.5 Cooperation. Subcontractor shall cooperate with Contractor in scheduling and performing the Work to avoid delay in or interference with the activities of Contractor, Subcontractor, other subcontractors, Owner, or other persons or entities involved in construction of the Project. In the event of any conflicts in the construction schedule, Subcontractor and Contractor or any other subcontractor, Contractor shall decide which work shall have precedence and the decision of Contractor shall be final. 3.6 Protection of Project. Subcontractor shall fully protect all portions of the Work, including all materials and equipment to be furnished in connection with the Work, until the Work is fully completed and accepted by Contractor and Owner. Until that final acceptance, all risk of loss with respect to the Work shall remain with Subcontractor. Subcontractor will make good or replace, at no expense to Contractor or Owner, any damage to the Work which occurs prior to that final acceptance. Subcontractor shall take necessary precautions to protect the activities of Contractor, other subcontractors, Owner, and other persons and entities involved in construction of the Project, from damages caused by performance of the Work or other operations of Subcontractor. 3.7 Compliance with Laws. Subcontractor shall fully and timely comply with applicable federal, state, and local laws, ordinances, rules, regulations, and orders affecting the Work or Subcontractor. 3.8 Safety. Safety is of paramount concern on the Project. Subcontractor shall have in full force and effect a comprehensive safety program to prevent personal injuries and property damage. The program shall include, but not be limited to, detailed and comprehensive education and training of all of Subcontractor's employees as to applicable OSHA and other worker safety requirements to ensure the safe completion of the Work Subcontractor shall take all necessary safety precautions with respect to the performance of the Work. Subcontractor shall properly train all workers to review the work area to ensure it is safe and to remedy any unsafe conditions prior to commencing work in any area Subcontractor shall comply with all safety measures set forth in the Contract Documents or initiated by Contractor or Owner, and shall strictly comply with all applicable laws, ordinances, rules, regulations, and orders of public authorities for the safety of persons or property. Safety signs posted by Contractor or Owner shall be followed by Subcontractor and its employees. Subcontractor shall immediately notify Contractor if it notices that a safety sign has been removed. Subcontractor will be back charged $50 per person for each infraction of any safety requirement or any time the Contractor s representative has to instruct Subcontractor to correct an unsafe practice. Subcontractor is responsible for all fines issued to its employees, or to anyone on site employed by Subcontractor or for Subcontractor s benefit. CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

35 Sample Subcontract Subcontractor shall not commence work if any unsafe condition is present and will immediately correct the condition. Subcontractor shall stop work immediately if an unsafe condition arises and correct said condition before continuing work. If Subcontractor fails to so stop work or correct an unsafe condition, Contractor may remedy the safety hazard which it has recognized and back charge Subcontractor at the rate of $150 per man hour for labor plus any associated material and equipment costs. 3.9 Clean Up. At all times during the course of construction, Subcontractor shall perform the Work in a manner that keeps the site and the surrounding area in a clean and orderly condition. Rubbish, waste material, and surplus material shall be collected and removed daily, or as Contractor may require. Upon completion of the Subcontract Work, Subcontractor shall remove from the site all temporary structures, equipment, surplus materials, waste materials, and rubbish remaining from performance of the Work and clean all surfaces, fixtures, equipment, etc., related to the Work. If Subcontractor fails to clean up as required, Contractor may perform the Work and charge it back to Subcontractor at the rate of $100 per man hour for labor plus the cost of any materials and equipment Contractor deems necessary or convenient for such clean up, including an allocation of the cost of cleanup not identifiable to any source Accounting: Change in Conditions. Subcontractor will keep true and correct books and records on a cash basis for the performance of the Work, and will maintain adequate reserves for all contingencies. If required by Contractor, Subcontractor will submit to Contractor at such times as Contractor requires a statement which accurately shows the application of all funds expended by Subcontractor to date in connection with the Work and the source of those funds, as well as Subcontractor's best estimate of the funds needed to complete the Work and the source of those funds. Subcontractor will promptly supply Contractor with any financial statements or other information concerning its affairs as Contractor may reasonably request, and will promptly notify Contractor of any material adverse change in its financial condition or in the physical condition of the Work Progress Reports. Subcontractor shall furnish to Contractor, daily progress reports on the attached Exhibit 6.2. Upon request of Contractor, Subcontractor shall furnish information on the status of materials and equipment, including those in the course of preparation or manufacture Payments by Subcontractor. Except as otherwise provided in the Contract Documents, Subcontractor shall immediately pay in full all payrolls, bills for material and equipment, and all other indebtedness connected with portions of the Work that are covered by progress payments received from Contractor Purchase of Materials. No materials, equipment, or other articles of personal property purchased by Subcontractor for incorporation into the Work shall be purchased or installed under any agreement where the seller reserves or purports to reserve title or the right of removal or repossession, or the right to consider those items personal property after their incorporation into the Project, unless authorized by Contractor in writing Adequate Assurances. Upon request by Contractor, Subcontractor shall furnish to Contractor such evidence as Contractor may require relating to Subcontractor's ability to fully perform the Work in the manner and within the time specified herein. CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

36 Sample Subcontract 3.15 Labor. Subcontractor shall comply with and be bound by any labor agreements executed by Contractor or on Contractor s behalf to the extent that the provisions of such agreements apply to subcontractors. Subcontractor shall comply with all requirements of applicable law and the Contract Documents concerning equal employment opportunity, nondiscrimination, and affirmative action in hiring policies Payment and Performance Bond. Upon Contractor's request, Subcontractor will obtain a performance and labor and material payment bond in an amount equal to the Price, for the benefit of Contractor and Owner, and in a form and with a surety acceptable to Contractor, covering the performance of Subcontractor under the Contract Documents. 4. Insurance. 4.1 Subcontractor agrees to obtain and continuously maintain during the period this Subcontract remains in force, and for 10 years thereafter, such insurance as is required by the Contract Documents and is required by law in a form satisfactory to Contractor. Such insurance shall be provided by an insurer that is acceptable to Contractor. Unless greater insurance coverage is required under the preceding sentence, Subcontractor shall provide and maintain the minimum insurance coverage as follows: Statutory workers' compensation insurance as required by law Employer's Liability Insurance with minimum limits of $1,500,000 each incident, $1,500,000 policy limit, and $1,500,000 per each employee Commercial General Liability Insurance including bodily injury, property damage and personal injury coverage, as provided by insurance policy form CG 00 01, or its equivalent, without modification, (any modifications to said policy will be disclosed to Contractor) with minimum limits of $2,000,000 for each occurrence and $2,000,000 in the aggregate for all claims arising from a single occurrence, on a per project basis. The insurance policy shall name Contractor, its owners, directors, and officers, and Owner as additional insureds. The additional insured coverage shall cover the ongoing and completed operations of Subcontractor and shall apply on a primary and non-contributory basis Automobile liability insurance for all owned, nonowned, and hired vehicles with minimum limits of $2,000,000 for bodily injury and property damage liability, as provided by insurance policy form CA00 01 or its equivalent, without modification. (any modifications to said policy will be disclosed to Contractor). This insurance policy shall name Contractor, its owners, directors, and officers, and Owner as additional insureds Certificates for the foregoing insurance shall be forwarded to Contractor upon execution of the Subcontract. Each insurance certificate shall identify any endorsements or amendments to the general liability, automobile, excess or umbrella liability policies outlined above and provide that the policy shall not be cancelled or revoked, or materially changed without at least thirty (30) days' prior written notice to Contractor. Subcontractor will provide a complete copy of forgoing insurance policies to Contractor upon request. CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

37 Sample Subcontract In no event shall Subcontractor's deductible on its commercial general liability insurance policy or automobile liability insurance policy exceed the sum of $5,000 without the prior written consent of Contractor, which consent may be withheld by Contractor in its sole discretion Subcontractor shall immediately notify Contractor if the available limit of Subcontractor's commercial general liability insurance coverage is reduced to $1,500,000 or less or automobile liability insurance coverage is reduced to $1,500,000 or less by virtue of paid claims or otherwise. In such event, Contractor may require Subcontractor to purchase additional insurance. At Subcontractor's sole expense, Subcontractor shall immediately notify Contractor of any or all policy addendum or endorsements that restrict or reduce the coverage required under this section Limits of insurance as required above may be satisfied by a single primary policy or in combination with an excess liability or umbrella policy. CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

38 Sample Subcontract 4.2 Guaranty of Work. Subcontractor guarantees the Work to the same extent that Contractor is obligated to guarantee its work under the Contract Documents, and shall promptly furnish any warranties or guarantees required by the Contract Documents, in a form satisfactory to Contractor. If the Contract Documents do not stipulate guaranty or warranty requirements, Subcontractor hereby guarantees the Work to be free from any defects in material or workmanship, defects in designs which are the responsibility of Subcontractor or its sub-subcontractors or suppliers, and deviations from the requirements of the Subcontract or the Contract Documents for a period of one (1) year from the date of final completion of the Project. If such defects or deviations are latent, i.e. not reasonably ascertainable prior to or within one (1) year after completion and acceptance, then such guarantee shall apply to each such latent defect or deviation that appears within ten (10) years after completion or acceptance of Work, or for the period for which Contractor is obligated to Owner to correct said latent defect or deviation, whichever is longer Without in any way limiting paragraph 4.2 above, and in addition thereto, Subcontractor makes the following guarantees with respect to the Work: All roofing, waterproofing, gravelstops, flashing, counterflashing, glass, glazing, curtain or window wall, precast members, marble, granite, tile, storefronts, entrances, piping and conduit, including Project site utilities, furnished, caulked or sealed by Subcontractor or any of its Subsubcontractors shall be maintained in a watertight and leakproof condition for two (2) years after the completion and acceptance of the Work, or for such longer period as may be required by the Contract Documents The obligations of Subcontractor under paragraphs 4.2 and above shall not be limited to the correction of the defect or deviation, but shall extend to the removal and replacement of other work that is necessary to gain access to the work to be corrected, the repair or replacement of any damage caused by such defect or deviation, and all consequential damages suffered by Contractor or Owner as a result of said defect or deviation or the failure of Subcontractor to promptly and properly correct same. 4.3 Obligation Under Contract Documents. Subcontractor assumes toward Contractor all obligations and responsibilities that Contractor assumes toward Owner under the Contract Documents, to the extent those obligations and responsibilities apply to the Work. 5. Contractor's Duties. below. 5.1 Payment. Contractor shall make payments to Subcontractor in accordance with Section CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

39 Sample Subcontract 5.2 Cooperation. Contractor shall cooperate with Subcontractor in scheduling and performing the Work to avoid conflicts, delay in or interference with the Work. 5.3 Information. Contractor shall make available to Subcontractor information which affects the Work and which becomes available to Contractor subsequent to execution of this Subcontract. 5.4 Scheduling. Contractor shall provide Subcontractor with copies of Contractor's construction schedule and schedule of submittals, together with such additional scheduling details as will assist Subcontractor in planning and performing the Work properly. Contractor shall notify Subcontractor of subsequent changes in the construction and submittal schedules and additional scheduling details. Contractor shall notify Subcontractor at least three (3) working days before Subcontractor is to commence the Work. 6. Payments to Subcontractor. 6.1 Application for Payment Contractor shall make progress payments and a final payment on the Price to Subcontractor based upon applications for payment submitted by Subcontractor to Contractor, in such form as Contractor shall reasonably prescribe The period covered by each application for payment shall be one (1) calendar month ending on the date of the month specified by Contractor from time to time If an application for payment is received by Contractor by the 25th day of the month, Contractor shall include that portion of the Work covered by the application in the current application for payment which Contractor is entitled to submit to Owner or Owner's representatives. If an application for payment is received by Contractor after that date, the portion of the Work covered by the application shall be included by Contractor in the next application for payment submitted by Contractor to Owner or Owner's representatives Each application for payment shall be based upon the most recent schedule of values submitted by Subcontractor in accordance with Section 2.2 and shall indicate the percentage of completion of each portion of the Work at the end of the period covered by the application for payment. 6.2 Time for Payment. Contractor shall not be obligated to make payment to Subcontractor on an application for payment until: (i) all conditions to payment have been fulfilled, and (ii) Contractor has received payment from Owner for that portion of the Work included in Subcontractor's application for payment. 6.3 Amount of Progress Payments. The amount of each progress payment shall be the amount paid to Contractor by Owner upon payment certificates on account of Subcontractor's work to the extent of Subcontractor's interest therein less retainage of any other amounts to be deducted or withheld pursuant to the Contract Documents. 6.4 Retainage. Retainage shall be the greater of percent (0%) or the percentage retainage withheld by Owner from Contractor under the Contract Documents with respect to the Work. Retainage shall be withheld CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

40 Sample Subcontract by Contractor until the final payment conditions set forth in Section 6.7 have been fulfilled. 6.5 Progress Payment Conditions. Contractor is not required to make a progress payment to Subcontractor until all of the following conditions are satisfied: the Work is proceeding diligently, in a proper, efficient, and workmanlike manner, and in strict accordance with the Subcontract; Subcontractor submits evidence satisfactory to Contractor that all payrolls, bills for materials and equipment, and all other indebtedness connected with that portion of the Work covered by prior progress payments have been paid in full; Subcontractor has delivered to Contractor executed lien releases, satisfactory to Contractor, with respect to all portions of the Work covered by prior progress payments; Subcontractor has delivered to Contractor executed lien releases, satisfactory to Contractor, with respect to all portions of the Work covered by pending applications for payment, which lien releases may be conditioned upon payment; any surety has consented to payment; making the payment does not cause the cost of completing the Work to exceed the unpaid balance of the Price; Subcontractor is not in default under the Contract Documents; and Owner has paid Contractor for that portion of the Work covered by Subcontractor's application for payment. 6.6 Amount of Final Payment. The final payment shall equal the entire unpaid balance of the Price. 6.7 Final Payment Conditions. Contractor is not required to make final payment to Subcontractor until all of the following conditions are satisfied: the Work is fully performed strictly in accordance with the requirements of the Contract Documents, and has been accepted by Contractor and Owner; Subcontractor submits evidence satisfactory to Contractor that all payrolls, bills for materials and equipment, and all other indebtedness connected with the Work have been paid in full; Subcontractor has delivered to Contractor separate executed lien releases, satisfactory to Contractor, with respect to all portions of the Work; any surety has consented to the payment; Subcontractor is not in default under the Contract Documents; and Contractor has received full payment from Owner with respect to the Work. 6.8 Waiver of Payment Conditions. Any waiver by Contractor of any condition of payment must be made in writing. The making of a payment prior to fulfillment of one or more conditions shall not be construed as a waiver of such conditions, and Contractor reserves the right to require their fulfillment prior to making any subsequent payments. 6.9 Disbursement of Payments. Contractor, in its sole discretion, may disburse payments: directly to Subcontractor; by joint check or directly to any other person or entity to whom Subcontractor is indebted in connection with the Work; or by setting off amounts owing to Subcontractor against any amounts that are or will become due from time to time to Contractor in connection with the Work, or otherwise. Payments made directly to Subcontractor shall be used by Subcontractor first to pay all sums owing by Subcontractor in connection with the Work. The right of Subcontractor to receive any payment from Contractor with respect to any portion of the Work is conditioned upon Contractor's receipt of payment from Owner with respect to that portion of the Work. Subcontractor assumes the risk of nonpayment by Owner to Contractor, regardless of the cause for such nonpayment. 7. Changes in the Work. CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

41 Sample Subcontract 7.1 Changes by Owner. Owner may make changes in the Work by issuing modification to the Contract Documents. Upon receipt of such a modification issued subsequent to the execution of this Subcontract, Contractor shall promptly notify Subcontractor of the modification. Unless otherwise directed by Contractor, Subcontractor shall not thereafter order labor, materials, equipment or services which would be inconsistent with the changes made by the modification. 7.2 Changes by Contractor. Subcontractor may be ordered in writing by Contractor without invalidating this Subcontract, to make changes in the Work within the general scope of this Subcontract consisting of additions, deletions or other revisions, including those required by modification to the Contract Documents issued subsequent to the execution of this Subcontract. Subcontractor must submit final cost of change with appropriate backup within fourteen (14) days of completion of the change. 7.3 Adjustments; Damages. Upon any change in the Work, or if Subcontractor's performance of the Work is delayed or interfered with by acts of Contractor, other subcontractors, Owner, or any other person or entity involved in the construction of the Project, then either party may submit to the other a written claim for adjustment to the Price or the time for performance, or for damages. Such claim must be made not later than fourteen (14) days after the date of occurrence or the claim is waived and time barred. However, Subcontractor shall not be entitled to any increase in the Price or extension of the time for performances or to damages, as a consequence of any changes, delays or interference, except to the extent that the Contract Documents entitle Contractor to increases, extensions and damages, and then only to the extent of any increases, extensions or damages that Contractor may, on behalf of Subcontractor, recover from Owner as a result of such changes, delays or interferences. Specifically, but without limitation, Subcontractor waives any claim against Contractor for increases, extensions or damages as a result of any changes, delays or interference, except to the extent the same is allowed to Contractor by Owner. 7.4 Subcontractor Claims. Subcontractor shall make claims promptly to Contractor for adjustments and damages resulting from changes, delays, interference or other causes in accordance with the Contract Documents. A claim which will affect or become a part of a claim which Contractor is required to make under the Contract Documents within a specified time period or in a specified manner shall be made in sufficient time to permit Contractor to satisfy the requirements of the Contract Documents. Such claim shall be received by Contractor not less than five (5) working days before the time when Contractor's claim must be made. Failure of Subcontractor to make such a timely claim shall bind Subcontractor to the same consequences as those to which Contractor is bound. 7.5 Continuation of Work. The fact that a claim for adjustment of the Price or the time for performance, or for damages, has not been resolved shall not be grounds for Subcontractor discontinuing performance of the Work. Upon direction from Contractor, Subcontractor shall proceed with the Work or any changed Work. 7.6 Avoidable Delays and Interference. Notwithstanding anything in this Subcontract to the contrary, no claim shall be made by Subcontractor when Subcontractor, by the exercise of reasonable diligence and judgment, could have anticipated and avoided the delay or interference. CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

42 Sample Subcontract 8. Inspection. Contractor, Owner and Owner's representatives shall have the right at any reasonable time to inspect the Work and all other matters relating to the Work. Contractor, Owner and Owner's representatives will also have the right to examine, copy, and audit the books, records, accounting data and other documents of Subcontractor relating to the Work. If Contractor in good faith determines that any portion of the Work does not conform to the Contract Documents, or otherwise departs from any of the requirements of this Subcontract, Contractor may require Subcontractor to immediately correct the Work. In such event, Subcontractor will correct the Work to Contractor's satisfaction. No such action by Contractor will affect Subcontractor's obligation to complete the Work promptly in accordance with the Contract Documents. Neither Contractor, Owner, nor Owner's representatives are under any duty to supervise or inspect the Work or examine any books and records. Any inspection or examination by Contractor, Owner or Owner's representatives is for the sole purpose of protecting and preserving the rights of Contractor, Owner and Owner's representatives. No default of Subcontractor will be waived by any inspection. In no event will any inspection be a representation that there has been or will be compliance with the Contract Documents or that the Work is free from defective materials or workmanship. 9. Indemnification. 9.1 Indemnity. Subcontractor shall indemnify and hold harmless Owner and Contractor, and their respective officers, directors, agents, employees, sureties and insurers ("Indemnitees") from any and all loss, damage, liability, fines or expense, including attorney fees, arising out of or resulting from: performance of the Work, specifically including but not limited to any defective workmanship or materials occurring in the performance of the Work; any default by Subcontractor under the Subcontract; the violation of any environmental statute, ordinance, rule or regulation arising out of or related to the Work or performance thereof; and the acts or omissions of Subcontractor, its agents and employees, and any sub-subcontractor or other independent contractor hired by Subcontractor. Provided, however, that Subcontractor shall not be required to indemnify Indemnitees against liability for damage arising out of death or bodily injury to persons or damage to property to the extent such death, injury or death is caused in whole or in part by the negligence of such Indemnitee. 9.2 Claims by Employees and Agents. In claims by an employee of Subcontractor, Subcontractor's subsubcontractors, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the indemnification obligation under this paragraph shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for Subcontractor or Subcontractor's sub-subcontractors under workers' compensation acts, disability benefit acts or other employee benefit acts. 9.3 Defense. Upon demand by Contractor, Subcontractor will defend any action or proceeding brought against Contractor to which Subcontractor's indemnity obligations apply, or Contractor may elect to conduct its own defense at the expense of Subcontractor. 9.4 Survival. The provisions of this article will survive the termination of this Subcontract. 10. Default and Remedies Default by Subcontractor. Subcontractor will be in default under this Subcontract if: Subcontractor CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

43 Sample Subcontract fails to begin to correct any portion of the Work that does not conform with the Contract Documents within twentyfour (24) hours after written notice from Contractor, Owner or Owner's representatives specifying the nonconformity, or if Subcontractor thereafter fails to diligently complete the correction; Subcontractor fails to comply with any other covenant contained in the Contract Documents and does not cure that failure within the period of time, if any, that Contractor may elect at its discretion to grant in writing to Subcontractor to cure that failure; in Contractor's good faith opinion, Subcontractor is delaying, interfering with or jeopardizing the timely or satisfactory completion of the Project; construction of the Work is halted prior to completion for any period of two (2) consecutive working days for any cause which is not beyond the reasonable control of Subcontractor and its sub-subcontractors; performance of the Work is abandoned; at any time Contractor has reasonable grounds for insecurity with respect to the performance by Subcontractor of its obligations under the Contract Documents; Subcontractor repudiates the Contract Documents with respect to any performance not yet due; or Subcontractor makes an assignment for the benefit of Subcontractor's creditors of all or any portion of the assets of Subcontractor, proposes or consents to a composition with unsecured creditors of Subcontractor, any interest of Subcontractor hereunder is levied upon by legal process or the enforcement of any debt of Subcontractor, individually or jointly, or if Subcontractor becomes insolvent Default by Contractor. Contractor will be in default if Contractor fails to comply with any duty owed to Subcontractor under this Subcontract and does not begin to cure that failure within five (5) working days after written notice from Subcontractor specifying the noncompliance, or thereafter fails to diligently correct that failure Contractor's Remedies. If Subcontractor is in default under this Subcontract, Contractor may exercise any right or remedy it has under this Subcontract or any of the other Contract Documents, or otherwise available at law or in equity or by statute, and all of Contractor's rights and remedies will be cumulative. Contractor's remedies include, but are not limited to the following: Contractor shall be entitled to recover from Subcontractor any and all damages arising out of Subcontractor's default In addition to any other damages, Contractor shall have the right to recover from Subcontractor any and all liquidated damages that may be assessed against Contractor which are attributable to or caused by Subcontractor Contractor may elect to terminate this Subcontract and any and all interest and claim of Subcontractor by virtue of the Contract Documents, and all interest of Subcontractor in the Work. Such termination shall, at the election of Contractor, also terminate any sub-subcontracts by Subcontractor, whether or not Contractor has theretofore consented to such sub-subcontract. If Contractor elects to terminate this Subcontract, rights and obligations accruing under this Subcontract at or prior to the effective date of termination shall not be affected Contractor may elect to complete construction of the Work as an agent for Subcontractor If Contractor elects to terminate this Subcontract, or elects to complete construction of the Work as the agent for Subcontractor, Contractor shall have the right in its discretion to take any and all action CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

44 Sample Subcontract necessary in its judgment to complete construction of the Work, including but not limited to making changes in the labor, materials, equipment and services furnished in connection with the Work, subject to Contractor's right at any time to discontinue performance of the Work without liability. Contractor may take possession of all materials, tools and equipment of Subcontractor at the site for the purpose of completing the Work. If Contractor elects to complete the Work, it will not assume any liability to Subcontractor for completing the Work or for the manner or quality of construction of the Work, and Subcontractor expressly waives any such liability. Subcontractor irrevocably appoints Contractor as its attorney-in-fact, with full power of substitution, to complete the Work in Subcontractor's name If Contractor elects to terminate this Subcontract and complete construction of the Work, then in addition to any other damages, Contractor shall have the right to immediately recover from Subcontractor any amount by which the cost of completing the Work (including a reasonable allowance for overhead and profit) exceeds the unpaid balance of the Price If Contractor elects to complete the Work as agent for Subcontractor, then in addition to any other damages, Contractor shall have the right to recover from Subcontractor the entire cost of completing the Work (including a reasonable allowance for overhead and profit) Contractor may deduct from any amounts due or to become due Subcontractor any sum or sums owed by Subcontractor to Contractor. CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

45 Sample Subcontract Contractor shall have the benefit of all rights, remedies and redress against Subcontractor, which Owner, under the Contract Documents, has against Contractor. 11. Suspension or Termination of Work Suspension by Owner. If Owner suspends the Project or any part of the Project, which includes the Work, Contractor shall notify Subcontractor in writing and upon receipt of such notice Subcontractor shall immediately suspend the Work. In the event of such Owner suspension, Contractor's liability to Subcontractor is limited to the extent of Contractor's recovery on Subcontractor's behalf under the Contract Documents. Contractor agrees to cooperate with Subcontractor, at Subcontractor's expense, in the prosecution of any Subcontractor claim arising out of an Owner suspension. Contractor shall permit Subcontractor to prosecute said claim, in the name of Contractor, for the use and benefit of Subcontractor or, at Contractor's sole discretion, Contractor shall assign the claim to Subcontractor Termination by Owner. If Owner terminates the Project or any part of the Project, which includes the Work, Contractor shall notify Subcontractor in writing and upon receipt of said notice, this Subcontract shall also be terminated and Subcontractor shall immediately stop the Work. In the event of such Owner termination, Contractor's liability to Subcontractor is limited to the extent of Contractor's recovery on Subcontractor's behalf under the Contract Documents. Contractor agrees to cooperate with Subcontractor, at Subcontractor's expense, in the prosecution of any Subcontractor claim arising out of Owner termination. Contractor shall permit Subcontractor to prosecute said claim, in the name of Contractor, for the use and benefit of Subcontractor, or, at Contractor's sole option, Contractor shall assign the claim to Subcontractor Termination for Convenience. Contractor may order Subcontractor in writing to suspend, delay or interrupt all or any part of Subcontractor's Work for such period of time as may be determined to be appropriate for the convenience of Contractor. In addition, Contractor has the right, at any time, to terminate this Subcontract with or without cause. If this Subcontract is terminated for convenience, Subcontractor shall be entitled to be paid a portion of the Price based on the reasonable value of the Work properly performed prior to termination plus reasonable direct close out costs, less progress payments previously made, except that if there is also a termination for convenience of the Contract, termination settlement shall be as provided in the Contract Documents. 12. Arbitration Any controversy or claim between Contractor and Subcontractor arising out of or related to the Work, shall be settled by arbitration, which shall be conducted in the same manner and under the same provisions as provided in the Contract Documents with respect to claims between Owner and Contractor. If the Contract Documents do not provide for arbitration or fail to specify the manner and procedure for arbitration, it shall be conducted in accordance with the construction industry arbitration rules of the American Arbitration Association currently in effect unless the parties mutually agree otherwise. Assignment of Subcontract. CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

46 Sample Subcontract 13.1 Assignment by Contractor. In the event of termination of the Contract by Owner, Contractor may assign this Subcontract to Owner, subject to the provision of the Contract Documents and to the rights of the surety, if any, obligated under bonds relating to the Contract Assignment by Subcontractor. This is a personal services contract, and Subcontractor acknowledges that Contractor is relying on the skill and expertise of Subcontractor to perform the Work. Subcontractor shall not assign all or any portion of its rights or obligations under the Contract Documents, or assign or subcontract all or any portion of the Work, without the written consent of Contractor and Subcontractor s Surety, when bonded. If any portion of the Work is subcontracted, Subcontractor shall cause its subcontractor to assume and fully comply with all obligations of Subcontractor under the Contract Documents. Lower-tier subcontractors are subject to the provisions of this Subcontract, and Subcontractor shall insert in Subcontractor s subcontracts all provisions required or necessary to enable Subcontractor to comply with the terms hereof. Upon Subcontractor s default, Subcontractor assigns to Contractor all Subcontractors subcontracts, effective only upon Contractor s acceptance of the assignment via written notice to Subcontractor and Subcontractor s subcontractors. Contractor shall have no liability to any of Subcontractor s subcontractors unless and until Contractor accepts the assignment as provided above. 14. Subcontractor Representations and Warranties. As a material inducement to Contractor to enter into this Subcontract, Subcontractor warrants and represents to Contractor that Subcontractor and all its lower tier Subcontractors: are familiar with all requirements of the Subcontract and Contract Documents; have investigated the Project and have satisfied themselves regarding the character of the Work and local conditions that may affect them or the performance of the Work; are satisfied that the Work can be performed and completed in conformance with the Subcontract; accepts all risk directly or indirectly connected with the performance of this Subcontract; except as expressly provided in the Contract Documents, have not been influenced by any statement or promise of Contractor, Owner or their representatives in entering into this Subcontract; are financially solvent; are experienced and competent to perform this Subcontract; are qualified, licensed in good standing and authorized to do business as a contractor in the state in which the Project is located; are familiar with all general and special laws, ordinances and regulations that may affect the Work, its performance or those persons employed by Subcontractor with respect thereto. Subcontractor further acknowledges that Contractor is not an insurer or guarantor of the Project or any part thereof, of the performance by Owner under the Contract Documents, or of the sufficiency of any of the Contract Documents (specifically including, but not limited to, any plans, specifications, and drawings). 15. Miscellaneous Conflict in Terms. In the event of any conflict between the terms of this Subcontract and the terms of the Contract Documents, the terms of this Subcontract shall govern Time of Essence. Time is of the essence of this Subcontract Notices. Any notice or other communication required or permitted to be given under the terms of this Subcontract, or by law, shall be in writing and may be given by personal delivery, telephone facsimile, or CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

47 Sample Subcontract certified mail, directed to the parties at the addresses set forth in the caption above or such other address as any party may designate in writing prior to the time of the giving of such notice, or in any other manner authorized by law. Any notice or other communication shall be effective when actually received or if given by certified mail, then forty-eight (48) hours after the deposit of such notice in the United States mail with postage prepaid. CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

48 Sample Subcontract 15.4 Binding Effect. All of the covenants, agreements, conditions and terms contained in this Subcontract shall be binding upon, apply and inure to the benefit of the successors and assigns of the parties. However, nothing in this paragraph shall be construed as modifying in any way any restrictions on assignment or transfer provided in this Subcontract Waiver. Any waiver by Contractor must be in writing and will not be construed as a continuing waiver. No waiver will be implied from any delay or failure by Contractor to take action on account of any default of Subcontractor. Consent by Contractor to act or omission by Subcontractor will not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for Contractor's consent to be obtained in any future or other instance Integration. This Subcontract constitutes a final and complete statement of the agreement between the parties, and fully supersedes all prior agreements or negotiations, written or oral Legal Proceedings. In the event any legal or arbitration proceeding is commenced for the purpose of declaring or enforcing any provision of this Subcontract, the prevailing party in such proceeding shall be entitled to recover a reasonable attorney's fee in such proceeding, or any appeal thereof, to be set by the court or arbitrator, in addition to the costs and disbursements allowed by law Applicable Law. The applicable law for the purpose of interpretation of this Subcontract, or the enforcement of any rights or obligations hereunder, shall be the laws of the state in which the Project is located Partial Invalidity. If any provision of this Subcontract is held to be invalid or unenforceable, all other provisions shall nevertheless continue in full force and effect Captions. The captions are inserted only for convenience and are not part of this Subcontract nor a limitation on the scope of the particular paragraph to which each refers Warranty of Authority. The person or persons executing and delivering this Subcontract on behalf of Subcontractor represents and warrants that each of them is duly authorized to do so and that the execution and delivery of this Subcontract is the lawful and voluntary act of Subcontractor No Third Parties Benefited. This Subcontract is made and entered into for the sole protection and benefit of Contractor and Subcontractor and their successors and permitted assigns. No trust fund is created by this Subcontract and no other person or entity will have any right of action under this Subcontract Authority to File Notices. Subcontractor irrevocably appoints Contractor as its attorney-in-fact, with full power of substitution, to file for record, at Subcontractor's cost and expense and in Subcontractor's name, any notices of completion, notices of cessation of labor, or any other notices that Contractor considers necessary where Subcontractor s failure to do so interferes with the work in any way Relationship of Parties. The relationship of Subcontractor to Contractor is that of an independent CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

49 Sample Subcontract contractor. Subcontractor shall not, for any purpose, be or be deemed to be a partner, joint venturer, agent or servant of Contractor. Subcontractor shall not have authority to bind Contractor in any contractual obligation or incur any liability for or on behalf of Contractor Waiver of Subrogation Rights. Each of the parties hereto hereby releases the other, and the agents, employees and successors of such other party, from all claims, demands and liabilities arising from acts or omissions of the other party which result in loss for which the party sustaining such loss is indemnified under a policy or policies of insurance Amendments. This Subcontract may not be modified or amended except by written agreement signed by the parties Additional Provisions. The attached Exhibit A (if any) contains additional provisions which are incorporated into this Subcontract. CONTRACTOR: SUBCONTRACTOR: No Assigned Vendor Printed Name: Deborah K. Creager Printed Name: By: Title: Controller Date: T.B.D 2018 By: Title: Date: CCC Project No.: XXXX SAMPLE CUBCONTRACT AGREEMENT

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51 Trade Damage END OF SECTION IMPORTANT NOTICE REGARDING TRADE DAMAGE THIS TRADE DAMAGE PROGRAM APPLIES TO ALL TRADES ONSITE AND CONSISTS OF TWO STEPS WHICH ARE AS FOLOWS: 1. TRAINING: a. Train and inform all craft workers on protecting installed work. b. Train and inform all craft workers on the use of mobile equipment in and around finished work. c. Schedule installation of finish work as late as possible in the construction process. d. Cooperation and compliance can only benefit all companies employed on the project. 2. CORRECTIVE ACTION: a. Self report damaged work to the affected subcontractor. b. Accept responsibility and work out the corrective action directly with the affected subcontractor. c. If damage is not worked out directly between the parties, Chambers Construction will direct corrective action and assign shared cost to ALL parties who have been working in the affected area CCB # SAMPLE TRADE DAMAGE CLAUSE

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53 Textura TEXTURA PAYMENT OVERVIEW