26-0280 Attachment B- AIA A105-2017.pdf

AIA

Document A105™ – 2017 Standard Short Form of Agreement Between Owner and Contractor

AIA Document A105™ – 2017. Copyright © 1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 12:17:05 ET on 02/22/2022 under Order No.8750023068 which expires on 09/17/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.

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AGREEMENT made as of the « » day of « » in the year « Two Thousand Twenty Six » (In words, indicate day, month and year.)

BETWEEN the Owner:

(Name, legal status, address and other information)

« Detroit Public Schools Community District »« » « 3011 W. Grand Boulevard » « Detroit, Michigan 48202 » and the Contractor:

(Name, legal status, address and other information)

« To be determined »« » for the following Project:

(Name, location and detailed description)

«Detroit Public Schools Community District - « »

The Architect:

(Name, legal status, address and other information)

The Owner and Contractor agree as follows.

AIA Document A105™ – 2017. Copyright © 1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 12:17:05 ET on 02/22/2022 under Order No.8750023068 which expires on 09/17/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To

TABLE OF ARTICLES

1 THE CONTRACT DOCUMENTS

2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

3 CONTRACT SUM

4 PAYMENTS

5 INSURANCE

6 GENERAL PROVISIONS

7 OWNER

8 CONTRACTOR

9 ARCHITECT

10 CHANGES IN THE WORK

11 TIME

12 PAYMENTS AND COMPLETION

13 PROTECTION OF PERSONS AND PROPERTY

14 CORRECTION OF WORK

15 MISCELLANEOUS PROVISIONS

16 TERMINATION OF THE CONTRACT

17 OTHER TERMS AND CONDITIONS

ARTICLE 1 THE CONTRACT DOCUMENTS

The Contractor shall faithfully and competently complete the Work described in this Agreement, including all Exhibits or documents incorporated herein by reference (hereinafter collectively referred to as the "Agreement" or "Contract"), the Conditions of the Contract (General, Supplementary and other Conditions), Request For Bids dated _____________, 2026, including any Addenda, the Advertisement For Bids, Instructions to Bidders, Drawings and Specifications, the Contract Documents, or as reasonably inferable as necessary or incidental, to produce the results intended by the Contract Documents (collectively "the RFB"), which is attached hereto as Exhibit A, as well as in the Contractor’s Proposal in response to the RFB dated ____________, 2026 (the "Proposal"), which is attached hereto as Exhibit B, which Proposal is incorporated herein by reference (except to the extent any exceptions contained in the Contractor’s Proposal are not expressly accepted by the Owner in writing or incorporated into this Agreement). In the event of any inconsistency or ambiguity between this Agreement and the Contractor’s Proposal, the terms that are more favorable to the Owner shall govern. The Contract Documents consist of:

.1 this Agreement signed by the Owner and Contractor;

.2 the Drawings and Specifications prepared by the Architect, for construction for the Project, referenced herein, including (but not necessarily limited to) the following:

Drawings:

Number Title Date

Specifications:

AIA Document A105™ – 2017. Copyright © 1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 12:17:05 ET on 02/22/2022 under Order No.8750023068 which expires on 09/17/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To

Section Title Pages

.3 addenda prepared by the Architect as follows:

Number Date Pages

.4 written orders for changes in the Work, pursuant to Article 10, issued after execution of this

Agreement; and

.5 other Contract Documents, if any, identified as follows:

« Exhibit A – Owner’s RFB Exhibit B – Contractor’s Proposal Exhibit C – Project Preliminary Major Milestone Schedule Exhibit D – Contractor’s Certificate of Insurance and Bonds »

§ 1.2 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all. Work called for on the Drawings and not mentioned in the Specifications, or vice versa, shall be performed as though fully set forth in both. Nothing in this Section 1.2, however, shall relieve the Contractor of any of its obligations under the Contract Documents. Other conflicts between or among the Contract Documents shall be resolved under the following rules of construction:

.1 the specific shall govern over the general;

.2 specified dimensions shown on the Drawings shall govern, even though they may differ from dimensions scaled on the Drawings, if any;

.3 Drawings of larger scale shall govern over those of smaller scale; any special Drawing details shall govern over standard detail;

.4 Specifications shall govern over Drawings in matters of material or equipment specified; Drawings shall govern over Specifications in matters of construction or installation detail;

.5 documents of later date shall always govern; except that the Agreement shall govern over all other documents, regardless of their dates; and .6 in the event of any inconsistency or ambiguity between this Agreement and the Contract Documents, the terms that requires a higher standard of performance by the Contractor shall prevail.

§ 1.3 Work not particularly detailed, marked or specified shall be the same as similar parts that are detailed, marked or specified. On certain Contract Documents, only a portion of the detail may be fully shown and the remainder indicated in outline, in which case the general detail shall be understood as also applying to other like portions of the Work.

§ 1.4 The organization of the Specifications into divisions, sections, and/or articles, and the arrangement of the Drawings, shall not dictate to the Contractor in any way how the Work is to be divided among Subcontractors, or establish the extent of Work to be performed by any trade. Similarly, the organization of the Contractor’s duties into different phases or categories in the Agreement is for convenience only and shall not limit the generality of the Contractor’s obligation to provide all of the services whenever necessary.

AIA Document A105™ – 2017. Copyright © 1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 12:17:05 ET on 02/22/2022 under Order No.8750023068 which expires on 09/17/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To

§ 1.5 All refer ences in the Contract Documents to standards (such as commercial standards, federal specifications, trade association standards or similar standards), whether for materials, processes, assemblies, workmanship, performance or any other purpose, shall mean, unless otherwise noted, the most recent available published version of such standard as of the date of that part of the Contract Documents bearing the reference. All standards referred to, except as modified in the Contract Documents, shall have the same force and effect as though printed therein.

These standards will not be furnished to the Contractor, as the Contractor and all members of the construction team are required to be familiar with their requirements.

§ 1.6 Whenever a provision of the Contract Documents conflicts with agreements or regulations in force among members of trade associations, unions or councils, which regulate or distinguish the portions of the Work which shall or shall not be performed by a particular trade, the Contractor shall make necessary arrangements to reconcile the conflict without delay, damage, cost or recourse to the Owner. Delays in the Work resulting from the failure of the Contractor to use its best efforts to reconcile any such conflicts shall not result in an extension of the Project Schedule and shall not result in the increase of the Contract Sum.

§ 1.7 The Contractor acknowledges that there may be items of the Work, which the Contractor is responsible to provide under the Agreement that are not drawn or specified in the Design but are necessary for the proper execution and completion of the Work and are consistent with and reasonably inferable from the Drawings and Specifications.

All such items shall be provided as part of the Work without delay in its progress and without any increase in the Contract Sum.

ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

§ 2.1 The Contract Time is the number of calendar days available to the Contractor to substantially complete the Work.

§ 2.2 Date of Commencement:

Unless otherwise set forth below, the date of commencement of the Work shall be the date set forth below.

(Insert the date of commencement if other than the date of this Agreement.)

« Date of Commencement of the Work is on or after ____________, 2026. Notwithstanding the foregoing, Contractor may not commence the Work on the Project until after insurance certificates and bonds, if applicable, are delivered to the Owner. »

§ 2.3 Substantial Completion:

Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial Completion, as defined in Section 12.5, of the entire Work:

(Check the appropriate box and complete the necessary information.)

[ « » ] Not later than « » ( « » ) calendar days from the date of commencement.

[ « X » ] By the following date: « 100% Completion for the Project described in this Agreement is to be no later than ___________, 2026. »

ARTICLE 3 CONTRACT SUM

§ 3.1 The Contract Sum shall include all items and services necessary for the proper execution and completion of the Work. Subject to additions and deductions in accordance with Article 10, the Contract Sum is:

« The total Lump Sum amount is ______________________ and __/100 Dollars ($_____________). The total Lump Sum amount includes all Work and costs associated with such Work per this Agreement and as detailed in the

RFB00. »

§ 3.2 Not Used.

AIA Document A105™ – 2017. Copyright © 1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 12:17:05 ET on 02/22/2022 under Order No.8750023068 which expires on 09/17/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To

§ 3.3 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and hereby accepted by the Owner:

(Identify the accepted alternates. If the bidding or proposal documents permit the Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires.)

« Alternate #___________ »

§ 3.4 Allowances, if any, included in the Contract Sum are as follows:

(Identify each allowance.)

Item Price N/A N/A

§ 3.5 Unit prices, if any, are as follows:

(Identify the item and state the unit price and quantity limitations, if any, to which the unit price will be applicable.)

Item Units and Limitations Price per Unit ($0.00)

ARTICLE 4 PAYMENTS

§ 4.1 Based on Contractor’s Applications for Payment certified by the Architect, the Owner shall pay the Contractor, in accordance with Article 12, as follows:

(Insert below timing for payments and provisions for withholding retainage, if any.)

« § 4.1.1 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month.

§ 4.1.2 Provided that a complete Application for Payment is received by the Architect not later than the last day of a month, the Owner shall make payment of undisputed portions of the certified amount to the Contractor not later than the last day of the «following» month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than «forty-five» (45) days after the Architect certifies the Application for Payment.

§ 4.1.3 Retainage. Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows:

.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of «ten» percent (10»%). Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included;

.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of «ten» percent (10%);

.3 Subtract the aggregate of previous payments made by the Owner; and .4 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment.

§ 4.1.4 The progress payment amount determined in accordance with Section 4.1.3 shall be further modified under the following circumstances:

.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full amount of the Contract Sum, less such amounts as the Architect shall determine for incomplete Work, retainage applicable to such work and unsettled claims; and .2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable. »

§ 4.2 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate below, or in the absence thereof, at the legal rate prevailing at the place of the Project.

(Insert rate of interest agreed upon, if any.)

AIA Document A105™ – 2017. Copyright © 1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 12:17:05 ET on 02/22/2022 under Order No.8750023068 which expires on 09/17/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To

« 0 » % « Zero »

ARTICLE 5 INSURANCE AND BONDS

§ 5.1 The Contractor shall maintain the following types and limits of insurance until the expiration of the period for correction of Work as set forth in Section 14.2, subject to the terms and conditions set forth in this Section 5.1:

§ 5.1.1 Commercial General Liability insurance for the Project, written on an occurrence form, with policy limits of not less than the minimum coverages indicated in Section 5.1.7 below.

§ 5.1.2 Automobile Liability covering vehicles owned, and non-owned vehicles used, by the Contractor, with policy limits of not less the minimum coverages indicated in Section 5.1.7 below.

§ 5.1.3 The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided that such primary and excess or umbrella insurance policies result in the same or greater coverage as those required under Section 5.1.7, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require exhaustion of the underlying limits only through the actual payment by the underlying insurers.

§ 5.1.4 Workers’ Compensation at statutory limits.

§ 5.1.5 Employers’ Liability with policy limits not less than the minimum coverages indicated in Section 5.1.7 below.

§ 5.1.6 The Contractor shall provide builder’s risk insurance to cover the total value of the entire Project on a replacement cost basis.

§ 5.1.7 Other Insurance Provided by the Contractor (List below any other insurance coverage to be provided by the Contractor and any applicable limits.)

Coverage and Limits Commercial General Liability (CGL) Coverage shall be provided under the Insurance Services Office Form #CG 00 01 12 04 or a more recently state approved edition of this policy form.

Minimum Policy Limits Each occurrence limit $6,000,000 General aggregate limit $6,000,000 coverage NOT to exclude Contractual Liability. Add Riggers Liability Certificate with $1,000,000 in coverage.

Commercial Automobile Liability Coverage shall be provided on an ISO form CA 00 01 10 13 policy form Liability Coverage shall apply to Any Auto, hired autos, and non-owned.

Minimum Policy Limits Bodily Injury $1,000,000 (each person) Accidental Death $1,000,000 (each accident) Property Damage $1,000,000 (each accident)

Worker’s Compensation & Employer’s Liability Owners cannot be excluded.

Minimum Policy Limits Worker’s Compensation Statutory minimum Employer’s Liability (Accident, Disease and Policy) $1,000,000

The following party must be named as additional insured on General Liability and Automobile policies: Owner.

AIA Document A105™ – 2017. Copyright © 1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 12:17:05 ET on 02/22/2022 under Order No.8750023068 which expires on 09/17/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To

The Contractor agrees to file with the Owner before commencing Work hereunder, copies of policies of such insurance which shall contain by endorsement, the specific requirements/coverages outlined above, together with Certificates of Insurance which shall contain a provision that no change in the amount of said insurance, or termination thereof, shall take place without previous 10 days written notice to the Owner and its written consent to such change or termination.

Contractors shall provide the insurance indicted above or an amount equal to 20% of the Contract Sum, whichever is greater, for General Liability and Excess Umbrella Liability.

§ 5.1.8 Contractor shall and shall require all Subcontractors and/or their agents to name Owner and Architect and their respective directors, officers, and employees as additional insureds on General Liability, Umbrella / Excess Liability, Automobile Liability policies.

§ 5.1.9 Insurance coverage and surety bond required under this Agreement shall be written with insurance and surety carriers authorized to do business in the State of Michigan. Insurance coverage and surety bonds shall be in a form and provided by an insurer acceptable to the Owner with an A.M. Best rating of A, XII or better.

§ 5.1.10 The Contractor shall furnish payment and performance bonds covering faithful performance of the Contract and payment of obligations arising thereunder. Bonds may be obtained through the Contractor’s usual source, and the cost thereof shall be included in the Cost of the Work. The amount of each bond shall be equal to one hundred percent (100%) of the Contract Sum. The Contractor shall deliver the required bonds to the Owner at least three (3) days before the commencement of any Work at the Project site. The Contractor shall only subcontract with Subcontractors that are trustworthy, financially able, and have a track record in successfully completing trade works of similar size and complexity.

§ 5.1.11 Insurance coverages, shall be written on an occurrence basis, and shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor’s completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Documents. If Professional Liability Insurance coverage is required under this Agreement, Contractor shall maintain its Professional Liability Coverage without interruption for a period of not less than the Statute of Limitation and Statute of Repose periods in the state where the Project is located after the Project’s relevant Date of Substantial Completion or the last day service is rendered by the Contractor on the Project, whichever shall be the later. The Contractor shall notify the Owner any disruption in coverage occurs and shall provide "tail coverage" at no cost to the Owner.

§ 5.2 The Owner shall be responsible for purchasing and maintaining the Owner’s usual liability insurance and shall provide property insurance to cover the value of the Owner’s property. The Contractor is entitled to receive an increase in the Contract Sum equal to the insurance proceeds related to a loss for damage to the Work covered by the Owner’s property insurance, however, the Contractor shall be responsible to pay costs resulting from the acts or omissions of the Contractor and its subcontractors not covered because of any deductibles..

§ 5.3 The Contractor shall obtain an endorsement to its Commercial General Liability insurance policy to provide coverage for the Contractor’s obligations under Section 8.12.

§ 5.4 Prior to commencement of the Work, the Contractor shall provide certificates of insurance showing its coverages. The Owner may require additional proof of coverage in the form of a true and accurate copy of the polices of insurance, themselves. The maintenance of the insurance in strict compliance with the requirement of this Agreement shall be condition precedent to Owner’s Obligation to make any payment under this Agreement.

§ 5.5 The Contractor and each member of the construction team shall be solely responsible for insuring against any loss or damage to all owned, borrowed or rented property, including but not limited to tools, materials, supplies, equipment, forms, scaffolding, towers, staging, bunkhouses and other temporary structures including their contents, which do not form a permanent part of the Project. The Owner shall in no event be liable for any loss or damage to any of the aforementioned items, or the Work connected with the Contractor, or employees, agents or servants of same, which is not to be included in and remain a permanent part of the Project.

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ARTICLE 6 GENERAL PROVISIONS

§ 6.1 The Contract The Contract represents the entire and integrated agreement between the parties and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a written modification in accordance with Article 10.

§ 6.2 The Work The term "Work" means the construction, goods and services such as labor, transportation, materials, tools, and equipment (i) to be incorporated into the Project (or the Contractor’s portion of the Project if the Contractor is not responsible for the entire Project), (ii) required of the Contractor under the Contract Documents, or (iii) necessary or appropriate to fully construct, fixture, operate and maintain the Project (or the Contractor’s portion of the Project if the Contractor is not responsible for the entire Project). The Work shall be performed in accordance with the Contract Documents. The Work may constitute the whole or a part of the Project. The term "Work" also shall include labor, materials, equipment, and services provided, or to be provided, by Subcontractors, Sub- Subcontractors, material suppliers or any other entity for whom the Contractor is responsible under or pursuant to the Contract Documents.

§ 6.3 Intent The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all.

§ 6.4 Ownership and Use of Architect’s Drawings, Specifications and Other Documents Documents prepared by the Architect are instruments of the Architect’s service for use solely with respect to this Project. All plans, drawings, specifications, computations, sketches, data, surveys, models, photographs, renderings, and other like materials relating to the services ("Documents") shall become the property of the Owner at the conclusion of the project, or termination of the services of the Contractor, whichever is earlier, and shall be delivered to the Owner clearly marked and identified in good order. The Owner may use the Documents in connection with the Project, including maintenance, repair, or expansion of the Project or as a reference for other projects, but the Contractor and the Contractor’s Architect shall incur no liability for the Owner’s use of the Documents other than in connection with the Project, and the Owner hereby releases the Contractor from any loss or damage, including attorneys’ fees, incurred solely as a result of Owner’s use of the Documents other than in connection with the Project, or as a reference for other projects, if and only if the Contractor and/or its Architect is not involved in such use.

§ 6.5 Consent, Approve, Satisfactory, Proper, and As Directed The words "consent," "approved," "satisfactory," "proper," "as directed," any derivatives of them, or similar terms, mean written approval by the Owner, and may include approval of the Architect if the Owner so directs. Except where a different standard is specifically established, the Owner has the right to grant or withhold such approval in its sole discretion.

§ 6.6 Provide The word "provide" and any derivatives thereof, and similar terms, mean to properly fabricate, complete, transport, deliver, install, erect, construct, test and furnish all labor, materials, equipment, apparatus, appurtenances, and all items and expenses necessary to properly complete in place, ready for operation or use under the terms of the Contract Documents.

§ 6.7 Knowledge The terms "known," "knowledge," "recognize," "believe," and "discover," and any derivatives thereof and similar terms, when used in reference to the Contractor, shall mean that which the Contractor knows or should reasonably know, recognizes or should reasonably recognize, and discovers or should reasonably discover in exercising the care, skill, and diligence required of the Contractor by the Agreement. The expression "reasonably inferable" and similar terms mean reasonably inferable by a Contractor familiar with the Work and exercising the care, skill and diligence required of the Contractor by the Agreement.

§ 6.8 Including The word "including" shall not be a word of limitation, but instead shall be construed as introducing one or more nonexclusive examples.

AIA Document A105™ – 2017. Copyright © 1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 12:17:05 ET on 02/22/2022 under Order No.8750023068 which expires on 09/17/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To

§ 6.9 Abbreviations Words or abbreviations that are not defined but have well-known technical, trade or construction industry meanings, shall have those meanings ascribed to them. The singular shall include the plural and vice versa. Pronouns are interchangeable. The word "person" includes human beings and recognized legal entities. Unless the context clearly requires otherwise, reference to a Section shall include all subsections beneath it bearing identical introductory numbers.

§ 6.10 Access and Cooperation

§ 6.10.1 The Owner shall cooperate with the Contractor and shall provide the Contractor reasonable access to the premises for the performance of the Contractor’s Work and duties under this Agreement. Owner shall not intentionally interfere with the Work of the Contractor or any of its subcontractors.

§ 6.10.2 Contractor shall provide the Owner in writing critical dates when Owner supplied materials and equipment are to be on the job site when Contractor is to install such materials and equipment. The Owner shall provide such materials on the job site by such dates. The Owner is responsible for the condition, performance, and warranty of Owner supplied materials. The Contractor shall be responsible for properly installing such materials and equipment in accordance with the manufacturer’s specifications. The Contractor shall be responsible for the condition, performance and warranty of the materials and equipment if the Contractor damages or improperly installs such materials and equipment.

§ 6.10.3 If the Contractor will require use of the Owners’ utilities during construction. The Owner shall bear the cost of utilities. The Contractor shall exercise reasonable care to protect and use of such utility services; and shall bear full responsibilities to damages caused due to Contractor’s acts or omissions.

§ 6.10.4 The Contractor will place construction Project and safety signs at the Project to provide identification for resident and occupant safety, deliveries and subcontractors. The signs will meet OSHA and MIOSHA requirements and be removed upon completion and Owner taking occupancy of the Project.

§ 6.11 Deliveries. Contractor shall protect and secure materials and equipment delivered to and stored at the Project site and Work that are completed from theft, vandalism, fire etc. Contractor shall carry insurance for loss due to Contractor’s failure to protect and secure materials and equipment on the job site or due to Contractor’s acts or omissions.

§ 6.12 Subcontractors. At times Contractor may employ trade specialists, laborers, vendors, and other forces (Subcontractors) to perform various aspects of the Work. The Contractor shall, at all times, be fully responsible for the Work and conduct and acts and omissions of its Subcontractors.

§ 6.12.1 By written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities which the Contractor, by these Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound. Subcontracts shall include the following sentence: "Owner is an intended third-party beneficiary of this Subcontract." Sub-Subcontracts and Supply Contracts shall be subject to identical conditions, except: (i) suppliers that are not performing any Work on the Project Site are not subject to the insurance requirements described in Article 11; and (ii) Subcontractors and Sub-Subcontractors may satisfy the insurance requirements described in Article 5 by being named as an additional insured under the Contractor’s insurance policies or, in the case of a Sub-Subcontractor, by being named as an additional insured under a Subcontractors’ insurance policies.

§ 6.12.2 Upon request, the Contractor shall deliver a copy of any Subcontract, Sub-Subcontract or Supply Contract to the Owner.« »

AIA Document A105™ – 2017. Copyright © 1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 12:17:05 ET on 02/22/2022 under Order No.8750023068 which expires on 09/17/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To

ARTICLE 7 OWNER

§ 7.1 Information and Services Required of the Owner § 7.1.1 If requested by the Contractor, the Owner shall furnish all required surveys and a legal description of the site.

§ 7.1.2 Except for permits and fees under Section 8.7.1 that are the responsibility of the Contractor under the Contract Documents, the Owner shall obtain and pay for other necessary approvals, easements, assessments, and charges.

§ 7.1.3 Not Used.

§ 7.2 Owner’s Right to Stop the Work If the Contractor fails to correct Work which is not in accordance with the Contract Documents, or fails to carry out the Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order is corrected, or correct the deficiencies with the Owner’s own forces; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. This right shall be in addition to and not in restriction or derogation of any other rights of the Owner under this Agreement. The Owner’s right to stop the Work shall not relieve the Contractor of any of the Contractor’s responsibilities or obligations under or pursuant to the Contract Documents.

§ 7.3 Owner’s Right to Carry Out the Work If the Contractor fails, defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a three (3) day period after receipt of written notice from the Owner to commence and continue correction of such failure, default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies, including any claim against the Contractor’s Performance Bond, correct such deficiencies. In such case, the Contract Sum shall be adjusted to deduct the cost of correction from payments due the Contractor.

§ 7.4 Owner’s Right to Perform Construction and to Award Separate Contracts § 7.4.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and to award separate contracts in connection with other portions of the Project.

§ 7.4.2 The Contractor shall coordinate and cooperate with the Owner’s own forces and separate contractors employed by the Owner.

§ 7.5 Owner’s Approval Notwithstanding anything to the contrary contained in this Agreement, Owner’s review and/or approval of any documents or other matters required herein shall be for the purpose of providing the Contractor or Architect with information as to Owner’s objectives and goals with respect to the Project and not for the purpose of determining the accuracy and completeness of the Work. In no way should any review and/or approval Owner alter the Contractor’s responsibilities under this Agreement.

ARTICLE 8 CONTRACTOR

§ 8.1 Review of Contract Documents and Field Conditions by Contractor § 8.1.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become familiar with local conditions under which the Work is to be performed, and correlated its observations with requirements of the Contract Documents.

§ 8.1.2 The Contractor shall carefully study and compare the Contract Documents with each other and with information furnished by the Owner. Before commencing activities, the Contractor shall (1) take field measurements and verify field conditions; (2) carefully compare this and other information known to the Contractor with the Contract Documents; and (3) promptly report errors, inconsistencies, or omissions discovered to the Architect and the Owner.

§ 8.2 Contractor’s Construction Schedule The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner’s and Architect’s information a Contractor’s construction schedule for the Work.

AIA Document A105™ – 2017. Copyright © 1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 12:17:05 ET on 02/22/2022 under Order No.8750023068 which expires on 09/17/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To

§ 8.3 Supervision and Construction Procedures § 8.3.1 The Contractor shall employ and assign to the Project a competent and experienced superintendent to be on-site at all times to supervise and direct the Work using the Contractor’s best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Work. The Contractor shall inspect the Work of the trade contractors on the Project as it is being performed until final completion and acceptance of the Project by the Owner to ensure that the Work performed and the materials furnished are in accordance with the Contract Documents and that Work on the Project is progressing on schedule. In the event that the quality control testing should indicate that the Work, as installed, does not meet the requirements of this Project, including the Contract Documents, the Owner shall determine the extent of the Work that does not meet the requirements and the Contractor shall direct the trade contractors(s) to take appropriate corrective action, and advise the Owner of the corrective action.

§ 8.3.2 The Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner, through the Architect, the names of subcontractors or suppliers for each portion of the Work. The Contractor shall not contract with any subcontractor or supplier to whom the Owner or Architect have made a timely and reasonable objection.

§ 8.4 Labor and Materials § 8.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work.

§ 8.4.2 The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other persons carrying out the Contract Work. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them.

§ 8.5 Warranty § 8.5.1 The Contractor warrants to the Owner and Architect that: (1) materials and equipment furnished under the Contract will be new and of good quality unless otherwise required or permitted by the Contract Documents; (2) the Work will be free from defects not inherent in the quality required or permitted; and (3) the Work will conform to the requirements of the Contract Documents. Any material or equipment warranties required by the Contract Documents shall be issued in the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 12.5.

§ 8.5.2 The Contractor shall provide a two (2) year limited warranty for all materials, equipment and work performed by the Contractor and/or its Subcontractors. Within the terms of the limited warranty, the Contractor shall remedy any defects due to faulty materials, workmanship, or negligence of the Contractor which are made known to the Contractor in writing, within two (2) years of the completion of the job. All materials are guaranteed for a minimum of two (2) years, or longer as specified, and all materials are warranted by the manufacturer and will be replaced according to the terms of their warranty by the Contractor without charge.

§ 8.5.3 Money being withheld for a warranty or disputed item shall not exceed twice the value of the warranty item (material and labor).

§ 8.5.4 Upon completion of any remedial work, the ___ (___) year warranty period in this Article 8 shall begin anew with respect to the materials, equipment and/or work requiring remedy.

§ 8.6 Taxes The Contractor shall pay, and include in the Contract Sum, all sales, consumer, use, franchise, commercial activities, and similar taxes that are legally required when the Contract is executed. The Contractor shall pay all state and federal taxes levied on its business, income or property and shall make all contributions for social security and other wage or payroll taxes. The Contractor shall be solely responsible for such payments and shall indemnify the Owner and hold it harmless from any assessment and payment of the same.

§ 8.7 Permits, Fees, Licenses and Notices § 8.7.1 The Contractor shall obtain and pay for the building permit and other permits and governmental fees, licenses, and inspections necessary for proper execution and completion of the Work or as required by the Contract

AIA Document A105™ – 2017. Copyright © 1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 12:17:05 ET on 02/22/2022 under Order No.8750023068 which expires on 09/17/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To

Documents. The Contractor, and all its Subcontractors of any tier, shall maintain at all time the required licenses and registrations required to perform the Work.

§ 8.7.2 The Contractor shall strictly comply with and give notices required by agencies having jurisdiction over the Work. If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume full responsibility for such Work and shall bear the attributable costs. The Contractor shall promptly notify the Architect and the Owner in writing of any known inconsistencies in the Contract Documents with such governmental laws, rules, and regulations.

§ 8.8 Submittals The Contractor shall promptly review, approve in writing, and submit to the Architect shop drawings, product data, samples, and similar submittals required by the Contract Documents. Shop drawings, product data, samples, and similar submittals are not Contract Documents.

§ 8.9 Use of Site The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits, the Contract Documents, and the Owner.

§ 8.10 Cutting and Patching The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit together properly.

§ 8.11 Cleaning Up § 8.11.1 General Clean Up The Contractor shall keep the premises and surrounding area free from accumulation of debris and trash related to the Work. At the completion of the Work, the Contractor shall remove its tools, construction equipment, machinery, and surplus material; and shall properly dispose of waste materials.

§ 8.11.1 General Clean Up The Contractor shall keep the premises and surrounding area free from accumulation of debris and trash related to the Work. At the completion of the Work, the Contractor shall remove its tools, construction equipment, machinery, and surplus material; and shall properly dispose of waste materials.

§ 8.11.2.1 Final Clean Up Unless the Contract Documents require a higher standard, the Contractor shall leave all Work installed or modified under the Agreement and all existing materials and surfaces affected by the Work and each area of the Project Site clean to the satisfaction of the Owner. This shall include at a minimum: complete dusting, sweeping, vacuuming, mopping, polishing, and other activities as necessary to remove all dust, dirt and other construction residues, and removal of all tools and equipment, construction debris, rubbish, and surplus materials.

§ 8.11.2.2 Immediately before turning any portion of the Project over to the Owner, the Contractor shall have all glass cleaned by professional window washers. Care shall be taken not to scratch any glass. Acid or other cleaning material which will injure or mar the surface or adjacent Work will not be allowed. Any damage resulting from glass cleaning shall be corrected by the Contractor, including the furnishing of new glass of same character and quality or the replacement of other Work damaged or disturbed.

§ 8.12 Indemnification To the fullest extent permitted by law, the Contractor shall indemnify, defend and hold harmless the Owner, its Board of Education, its Board Members, in their official and individual capacities, its administrators, employees, agents, contractors, successors and assignees, the Architect and the Owner’s Representative Consultant from and against any and all claims, suits, debts, demands, actions, judgments, liens, costs, expenses, damages, losses, injuries and liabilities, expenses, including but not limited to actual attorneys’ fees and actual expert witness fees, arising out of or in connection with Contractor’s resulting from performance of the Work pursuant to this Agreement and/or from Contractor’s violation of any of the terms of this Agreement, including, but not limited to: (i) the negligent acts or willful misconduct of the Contractor, its officers, directors, employees, successors, assignees, subcontractors, consultants and agents; (ii) any breach of the terms of this Agreement by the Contractor, its officers, directors, employees, successors, assignees, subcontractors, consultants and agents; (iii) any violation or breach of any

AIA Document A105™ – 2017. Copyright © 1993, 2007 and 2017 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This draft was produced by AIA software at 12:17:05 ET on 02/22/2022 under Order No.8750023068 which expires on 09/17/2022, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To applicable Federal, State or local law, rule, regulation, ordinance, policy and/or licensing and permitting requirements applicable to providing the services; or (iv) any breach of any representation or warranty by the Contractor, its officers, directors, employees, successors, assignees, subcontractors, consultants and agents under this Agreement. The Contractor shall notify the Owner by certified mail, return receipt requested, immediately upon actual knowledge of any claim, suit, action, or proceeding for which the Owner may be entitled to indemnification under this Agreement. This Section shall survive the expiration or earlier termination of this Agreement and shall not be limited by the Contractor’s Insurance obligations contained in this Agreement.

In addition, to the fullest extent permitted by law, the Contractor shall indemnify, defend and hold…