A104-2017_RFP_10092024_-_Checked_Draft.pdf

AIA

Document A104® – 2017 Standard Abbreviated Form of Agreement Between Owner and Contractor

AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017.

All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:30:22 ET on 11/21/2024 under Order No.3104239075 which expires on 12/16/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents ®

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

BETWEEN the Owner:

(Name, legal status, address and other information)

City of Royal Oak 203 South Troy Street Royal Oak, Michigan 48067 and the Contractor:

(Name, legal status, address and other information) for the following Project:

(Name, location and detailed description)

Royal Oak Farmers Market Restroom Facility located at the southwest corner of the Farmers Market site.

The Architect:

(Name, legal status, address and other information)

Krieger Klatt Architects, Inc.

2120 East Eleven Mile Road Royal Oak, Michigan 48067

(248) 414-9270

The Owner and Contractor agree as follows.

AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017.

All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:30:22 ET on 11/21/2024 under Order No.3104239075 which expires on 12/16/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents ®

TABLE OF ARTICLES

1 THE WORK OF THIS CONTRACT

2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

3 CONTRACT SUM

4 PAYMENT

5 DISPUTE RESOLUTION

6 ENUMERATION OF CONTRACT DOCUMENTS

7 GENERAL PROVISIONS

8 OWNER

9 CONTRACTOR

10 ARCHITECT

11 SUBCONTRACTORS

12 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

13 CHANGES IN THE WORK

14 TIME

15 PAYMENTS AND COMPLETION

16 PROTECTION OF PERSONS AND PROPERTY

17 INSURANCE AND BONDS

18 CORRECTION OF WORK

19 MISCELLANEOUS PROVISIONS

20 TERMINATION OF THE CONTRACT

21 CLAIMS AND DISPUTES

EXHIBIT A DETERMINATION OF THE COST OF THE WORK

ARTICLE 1 THE WORK OF THIS CONTRACT

The Contractor shall execute the Work described in the Contract Documents listed in Article 6 of this Agreement or as reasonably inferable by the form the Contract Documents as necessary to produce the results intended by the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others.

ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

§ 2.1 The date of commencement of the Work shall be:

(Check one of the following boxes.)

[ « X » ] The date of this Agreement.

AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017.

All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:30:22 ET on 11/21/2024 under Order No.3104239075 which expires on 12/16/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents ®

[ « » ] A date set forth in a notice to proceed issued by the Owner.

[ « » ] Established as follows:

(Insert a date or a means to determine the date of commencement of the Work.)

If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this Agreement.

§ 2.2 The Contract Time shall be measured from the date of commencement.

§ 2.3 Substantial Completion § 2.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial Completion of the entire Work:

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

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

[ «X» ] By the following date: September 16, 2025.»

§ 2.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work are to be completed prior to Substantial Completion of the entire Work, the Contractor shall achieve Substantial Completion of such portions by the following dates:

Portion of Work Substantial Completion Date Not applicable.

§ 2.3.3 If the Contractor fails to achieve Substantial Completion as provided in this Section 2.3, liquidated damages, if any, shall be assessed as set forth in Section 3.5.Time is of the essence to the Contract Documents and all Contractor’s obligations thereunder. The Contractor acknowledges and recognizes that the Owner is entitled to full and beneficial occupancy and use of the completed Work following the expiration of the Contract Time.

§ 2.3.4 The Contractor shall achieve final completion under Section 15.7, including without limitation, the completion of any so-called punch list items, reasonably soon after Substantial Completion, but in no event later than sixty (60) days following Substantial Completion.

ARTICLE 3 CONTRACT SUM

§ 3.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s proper performance of the Contract and completion of the Contract. The Contract Sum shall be one of the following:

(Check the appropriate box.)

[ «X» ] Stipulated Sum, in accordance with Section 3.2 below

[ « » ] Cost of the Work plus the Contractor’s Fee, in accordance with Section 3.3 below

[ « » ] Cost of the Work plus the Contractor’s Fee with a Guaranteed Maximum Price, in accordance with Section 3.4 below

(Based on the selection above, complete Section 3.2, 3.3 or 3.4 below.)

§ 3.2 The Stipulated Sum shall be « » ($ « » ), subject to authorized additions and deductions as provided in the Contract Documents.

AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017.

All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:30:22 ET on 11/21/2024 under Order No.3104239075 which expires on 12/16/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents ®

In the event the Scope of Work materially or substantially changes, the Contractor’s fee shall be adjusted for increases and/or reductions of the Cost of the Work, as mutually agreed to by the parties.

§ 3.2.1 The Stipulated Sum is based upon [includes/does not include] the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner:

(State the numbers or other identification of 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.)

§ 3.2.2 Unit prices, if any:

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

may be accepted by the Owner in writing; provided, however that the Contractor, within no less than fourteen (14) days’ prior written notice, shall furnish the Owner with the date upon which any of the alternates set forth in this Section 3.2.1 must be

Item Units and Limitations Price per Unit ($0.00)

§ 3.2.3 Allowances, if any, included in the stipulated sum:

(Identify each allowance.)

Item Price

§ 3.3 Cost of the Work Plus Contractor’s Fee § 3.3.1 The Cost of the Work is as defined in Exhibit A, Determination of the Cost of the Work.

§ 3.3.2 The Contractor’s Fee:

(State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor’s Fee and the method of adjustment to the Fee for changes in the Work.)

§ 3.4 Cost of the Work Plus Contractor’s Fee With a Guaranteed Maximum Price § 3.4.1 The Cost of the Work is as defined in Exhibit A, Determination of the Cost of the Work.

§ 3.4.2 The Contractor’s Fee:

(State a lump sum, percentage of Cost of the Work or other provision for determining the Contractor’s Fee and the method of adjustment to the Fee for changes in the Work.)

§ 3.4.3 Guaranteed Maximum Price § 3.4.3.1 The sum of the Cost of the Work and the Contractor’s Fee is guaranteed by the Contractor not to exceed ($ ), subject to additions and deductions by changes in the Work as provided in the Contract Documents. This maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner.

(Insert specific provisions if the Contractor is to participate in any savings.)

§ 3.4.3.2 The Guaranteed Maximum Price is based on the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner:accepted by the Owner in order for the Contractor to perform the Work covered by such alternates for the price set forth in this Section 3.2.1 and without any adjustment to a milestone date or to the Contract Time:

AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017.

All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:30:22 ET on 11/21/2024 under Order No.3104239075 which expires on 12/16/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents ®

(State the numbers or other identification of 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.)

§ 3.4.3.3 Unit Prices, if any: § 3.2.2 Unit prices, if any, are set forth below and include, without limitation, (i) all materials, equipment, labor, deliver, installation, overhead, and profit, and (ii) any other costs or expenses in connection with, or incidental to, the performance of that portion of the Work to which such unit prices apply:

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

Item Units and Limitations Price per Unit ($0.00)

§ 3.4.3.4 Allowances, if any, included in the Guaranteed Maximum Price:§ 3.2.3 Allowances, if any, included in the stipulated sum are set forth below and are complete and include, without limitation, (i) all materials, equipment, labor, delivery, installation, overhead, and profit, and (ii) any other costs or expenses in connection with, or incidental to, the performance of that portion of the Work to which each such allowance applies:

(Identify each allowance.)

Item Price

§ 3.4.3.5 Assumptions, if any, on which the Guaranteed Maximum Price is based:§ 3.3 Cost of the Work Plus Contractor’s Fee § 3.3.1 – 3.3.2 reserved

§ 3.4 Cost of the Work Plus Contractor’s Fee With a Guaranteed Maximum Price § 3.4.3.6 To the extent that the Contract Documents are anticipated to require further development, the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order.§ 3.4.1 –

3.4.2 reserved

§ 3.4.3 Guaranteed Maximum Price § 3.4.3.7 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed-upon assumptions contained in Section 3.4.3.5. The Owner shall promptly furnish such revised Contract Documents to the Contractor. The Contractor shall notify the Owner and Architect of any inconsistencies between the agreed-upon assumptions contained in Section 3.4.3.5 and the revised Contract Documents.

§ 3.4.3.1 – 3.4.3.7 reserved

§ 3.5 Liquidated damages, if any:

(Insert terms and conditions for liquidated damages, if any.)

Reserved

ARTICLE 4 PAYMENT

§ 4.1 Progress Payments § 4.1.1 Based upon Applications for Payment submitted to Payment, including all supporting documentation, submitted to the Owner and the Architect by the Contractor and Certificates for Payment properly issued by the Architect, the Owner shall make progress payments Progress Payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents.

§ 4.1.2 The period covered by each Application for Payment shall be one (1) calendar month ending on the last fifteenth (15th) day of the month, or as follows:month.

AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017.

All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:30:22 ET on 11/21/2024 under Order No.3104239075 which expires on 12/16/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents ®

§ 4.1.3 Provided that an Application for Payment is received by the Architect not later than the last day of a month, the Owner shall make payment 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 date fixed above, payment shall be made by the Owner not later than ( ) forty five (45) days after the Architect receives the Application for Payment.

(Federal, state or local laws may require payment within a certain period of time.)

§ 4.1.3.1 If the Project funding is through a loan, grant, financing from a government agency (e.g., HUD, USDA, FHA, DOE, EPA, FEMA, HHS, UDAG, etc.), or a foundation and such funding institution is required to review and/or approve such Application for Payment before Owner can make payment of the certified amount to the Contractor, the Owner shall not be required to make payment of the certified amount to the Contractor until five (5) business days after receiving approval or payment from the funding institution.

§ 4.1.4 For each progress payment made prior to Substantial Completion of the Work, the Owner may withhold retainage from the payment otherwise due as follows:Application for Payment § 4.1.4.1 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The Schedule of Values shall allocate the entire Contract Sum among the various portions of the Work. The Schedule of Values shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner or Architect may require. This schedule, unless objected to by the Owner or Architect, shall be used as a basis for reviewing the Contractor’s Applications for Payment.

§ 4.1.4.2 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment.

§ 4.1.4.3 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%).

.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 Owner or Architect has withheld or nullified a Certificate for

Payment as provided for in the Contract.

§ 4.1.4.4 The progress payment amount determined in accordance with Section 4.1.4.3 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.

§ 4.1.4.5 The Owner, at its discretion, may agree to reduce the retainage held on Subcontracts. In such case, the Contractor shall execute subcontracts, and amendments thereto, in accordance with the agreed to reduction in retainage. All requirements relating to payments and retainages, and applicable submittals to be made by the Contractor, shall be subject to approval of the Owner.

§ 4.1.4.6 Except with the Owner’s prior approval, the Owner shall not be responsible for any advance payments to suppliers for materials or equipment which have not been delivered and stored at the site.

§ 4.1.4.7 Contractor’s first Application of Payment is considered incomplete unless, in addition to the other requirements described in Section 4.1.4, all of the following completed items are also included with the Application of Payment:

.1 Performance and Payment Bonds as required under the Contract;

AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017.

All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:30:22 ET on 11/21/2024 under Order No.3104239075 which expires on 12/16/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents ®

.2 Certificates of Insurance as required under the Contract;

(Insert a percentage or amount to be withheld as retainage from each Application for Payment and any terms for reduction of retainage during the course of the Work. The amount of retainage may be limited by governing law.)

.3 Affidavits that the surety and insurance company or companies meets the requirements under the Contract;

.4 Critical path schedule for the Project; and .5 Completed Schedule of Values for the Project.

§ 4.1.4.8 In addition to all other requirements described in this Section 4.1.4, all Applications for Payment shall also include:

.1 A Schedule of Values updated to reflect all fully executed Change Order amounts added and deducted, if applicable; and .2 An updated Construction Schedule that shows actual progress of the Work through the period covered by the current Application for Payment, and clearly identifying any portion of the Work that is behind schedule. If any portion of Work (or trade work) that is behind schedule, the Contractor shall also include with the Application for Payment, a schedule recovery plan if the completion of the Work is delayed more than two (2) weeks to bring the Work back on schedule in the next thirty (30) days.

§ 4.1.5 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.

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

% Unless otherwise provided by law, Zero percent (0%)

§ 4.2 Final Payment § 4.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when

.1 the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct Work as provided in Section 18.2, and to satisfy other requirements, if any, which extend beyond final payment;

.2 the Contractor has submitted a final accounting for the Cost of the Work, where payment is on the basis of the Cost of the Work with or without a Guaranteed Maximum Price; and

.3 a final Certificate for Payment has been issued by the Architect in accordance with Section 15.7.1.

§ 4.2.2 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect’s final Certificate for Payment, or as follows:in accordance with Section 4.1.

ARTICLE 5 DISPUTE RESOLUTION

§ 5.1 Binding Dispute Resolution For any claim subject to, but not resolved by, mediation pursuant to Section 21.5, the method of binding dispute resolution shall be as follows:

(Check the appropriate box.)

[ « X » ] Arbitration pursuant to Section 21.6 of this Agreement

[ « » ] Litigation in a court of competent jurisdictionin accordance with Sections 5.2 and 5.3

[ « » ] Other (Specify)(Specify)« »

If the Owner and Contractor do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, claims will be resolved in a court of competent jurisdiction.

AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017.

All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:30:22 ET on 11/21/2024 under Order No.3104239075 which expires on 12/16/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents ®

§ 5.2 WAIVER OF JURY TRIAL. OWNER AND CONTRACTOR ACKNOWLEDGE THAT THE RIGHT TO TRIAL

BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER

CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR

CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES ANY RIGHT

TO TRIAL BY JURY IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR

ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THE AGREEMENT, THE CONTRACT DOCUMENTS,

THE PERFORMANCE OF THE WORK, OR THE PROJECT.

§ 5.3 In the event the parties resort to a court, and to the extent permitted by law, the parties hereby:

.1 Irrevocably consent and submit to the jurisdiction of any Federal, state, county or municipal court sitting in the State of Michigan, County of Oakland, in respect to any action or proceeding brought therein concerning any matters arising out of or in any way relating to this Agreement;

.2 Expressly waive any rights pursuant to the laws of any other jurisdiction by virtue of which exclusive jurisdiction of the courts of any other jurisdiction might be claimed;

.3 Irrevocably waive all objections as to venue and any and all rights it may have to seek a change of venue with respect to any such action or proceeding;

.4 Agree that any final judgment rendered in any such action or proceeding shall be conclusive and may be entered in any other jurisdiction by suit on the judgment or in any other manner provided by law and expressly consent to the affirmation of the validity of any such judgment by the courts of any other jurisdiction so as to permit execution thereon.

ARTICLE 6 ENUMERATION OF CONTRACT DOCUMENTS

§ 6.1 The Contract Documents are defined in Article 7 and, except for Modifications issued after execution of this Agreement, are enumerated in the sections below.

§ 6.1.1 The Agreement is this executed AIA Document A104™–2017, Standard Abbreviated Form of Agreement Between Owner and Contractor.

§ 6.1.2 Building information modeling exhibit, AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, dated as indicated below:

(Insert the date of the building information modeling exhibit E203–2013 incorporated into this Agreement.)

§ 6.1.3 The Supplementary and other Conditions of the Contract:

Document Title Date Pages

§ 6.1.4 The Specifications:

(Either list the Specifications here or refer to an exhibit attached to this Agreement.)

Section Title Date Pages

§ 6.1.5 The Drawings:

(Either list the Drawings here or refer to an exhibit attached to this Agreement.)

Number Title Date

§ 6.1.6 The Addenda, if any:

AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017.

All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:30:22 ET on 11/21/2024 under Order No.3104239075 which expires on 12/16/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents ®

Number Date Pages

Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are enumerated in this Article 6.

§ 6.1.7 Additional documents, if any, forming part of the Contract Documents:

.1 Other Exhibits:

(Check all boxes that apply.)

[ «X» ] Exhibit A, Determination of the Cost of the Work.

[ « » ] AIA Document E204™–2017, Sustainable Projects Exhibit, dated as indicated below:

(Insert the date of the E204-2017 incorporated into this Agreement.)

[ « » ] The Sustainability Plan:

Title Date Pages

[ « » ] Supplementary and other Conditions of the Contract:

Document Title Date Pages

.2 Other Exhibits and documents, if any, listed below:

(List here any additional documents that are intended to form part of the Contract Documents.)

Exhibit B – Not Used Exhibit C - Notice to Proceed Form Exhibit D - Not Used Exhibit E - Contractor’s Insurance Certificate(s) Exhibit F - Contractor’s Performance and Payment Bonds Exhibit G - Preliminary Project Milestone Schedule

ARTICLE 7 GENERAL PROVISIONS

§ 7.1 The Contract Documents The Contract Documents are enumerated in Article 6 and consist of this Agreement (including, if applicable, Supplementary and other Conditions of the Contract), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement. A Modification is (1) (i) a written amendment to the Contract signed by both parties, (2) (ii) a Change Order, (3) (iii) a Construction Change Directive, or (4) (iv) a written order for a minor change in the Work issued by the Architect. 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; performance by the Contractor shall be required to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results.

§ 7.1.1 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, however, shall relieve the Contractor of any of its obligations under the Contract Documents. Inconsistencies between parts of the Contract Documents, or between the Contract Documents and applicable standards, codes, and ordinances, the Contractor shall first be resolved to:

.1 Provide the better quality or greater number of Work; or

.2 Comply with the more stringent requirement either or both in accordance Architect’s Interpretation.

Other conflicts between or among the Contract Documents shall be resolved under the following rules of construction:

.3 The specific shall govern over the general;

AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017.

All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:30:22 ET on 11/21/2024 under Order No.3104239075 which expires on 12/16/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents ®

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

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

.6 This Agreement shall govern over all sections of the Specifications except for specific modifications thereto that may be stated in Supplementary General Conditions or addenda and no other section of the Specifications shall modify this Agreement;

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

.8 In the event provisions of codes or safety orders enforced as of the Effective Date of the Agreement, Contract Documents, referenced manufacturers specifications or industry standards are in conflict, the more restrictive or higher quality shall govern;

.9 Documents of later date shall always govern; except that

.10 The Agreement shall govern over all other documents, regardless of their dates, subject to any later Modifications or Amendments to the Agreement.

Nothing in this Section 7.1, however, shall relieve the contraction of any of the obligations set forth in Sections 9.1 and 9.6.

§ 7.1.2 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 applying also to other like portions of the Work. For example, if case carving, ornament, facing, veneer, or similar treatment is indicated by starting of the detail, such detail must be continued throughout the course of parts in which it occurs, and to all similar parts in the Work wherever such general detail shall apply, unless otherwise specifically provided in the Contract Documents.

§ 7.1.3 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.

§ 7.1.4 All references 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. As used herein, the terms Contractor’s Construction Team, Contractor’s forces, Subcontractor, and Construction Team shall be used interchangeably.

§ 7.1.5 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 Contract Time and shall not result in the increase of the Contract Sum or Guaranteed Maximum Price.

§ 7.1.6 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 Drawings or Specifications 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 or Guaranteed Maximum Price.

§ 7.2 The Contract The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written

AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017.

All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:30:22 ET on 11/21/2024 under Order No.3104239075 which expires on 12/16/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents ® or oral. The Contract may be amended or modified only by a written Modification. The provisions of the Contract shall not be changed, amended, waived, or otherwise modified in any respect except by a written Modification signed by the Owner. No person is authorized on behalf of the Owner to orally change, amend, waive, or otherwise modify the terms of the Contract. Any change, waiver, approval, or consent granted to the Contractor shall be limited to the specific matters stated in the Modification and shall not relieve the Contractor of any other duties or obligations under the Contract. The Contract Documents shall not be construed to create a contractual relationship of any kind between any persons or entities other than the Owner and the Contractor.

§ 7.3 The Work The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill the Contractor’s obligations. consists of all goods and services such as labor, transportation, materials, tools, and equipment (i) to be incorporated into the Project, (ii) required of the Contractor under the Contract Documents, or (iii) necessary or appropriate to fully construct, fixture, operate, and maintain the 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.

§ 7.4 Instruments of Service Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect’s consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, Specifications, and other similar materials.

§ 7.5 Ownership and use of Drawings, Specifications and Other Instruments of Service § 7.5.1 The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and will retain all common law, statutory and other reserved rights in their Instruments of Service, including copyrights. The Contractor, Subcontractors, Sub-subcontractors, and suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect’s or Architect’s consultants’ reserved rights.Drawings, Specifications, Instruments of Service, and other documents and all data used in compiling, and the results of, any tests, surveys or inspections at the Project site, as well as all photographs, drawings, specifications, schedules, data processing output, building information modeling (BIM), integrated project delivery (IPD) and/or computer-aided design/drafting (CAD) systems disks/tapes, computations, studies, audits, reports, models and other items of like kind, and all intellectual property, prepared or created for or in connection with the Project, regardless of whether they were prepared by the Owner, the Contractor, Architect or a third party, shall constitute the Project documents, and shall belong to the Owner.

§ 7.5.2 The Contractor, Subcontractors, Sub-subcontractors Sub-subcontractors, and suppliers are authorized to use and reproduce the Instruments of Service provided to them, subject to the protocols established pursuant to Sections

7.6 and 7.7, solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub-subcontractors, and suppliers may not use the Instruments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect’s consultants.Service, or any other documents prepared for or in connection with the Project, or any concepts or ideas developed in connection with the Project, for any purpose other than the Project. The Owner shall at all times have access to and the right to control over the disposition of any Drawings, Specifications, and other documents pertaining to the Project.

§ 7.6 Digital Data Use and Transmission The parties shall agree upon written protocols governing the transmission and use of, and reliance on, of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. Nothing in the AIA Document E203™–2013 shall be construed to limit the Owner’s rights defined herein pertaining to the Instruments of Service or any other Project document.

AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017.

All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:30:22 ET on 11/21/2024 under Order No.3104239075 which expires on 12/16/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents ®

§ 7.7 Building Information Models Use and Reliance Any use of, or reliance on, all or a portion of a building information model without agreement to written protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202™–2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party’s sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees.

§ 7.8 Severability The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions. If it is determined that any provision of the Contract Documents violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Contract Documents shall be construed, to the fullest extent permitted by law, to give effect to the parties’ intentions and purposes in executing the Contract.

§ 7.9 Notice All notices or other communications hereunder to either party shall be (i) in writing, and, if mailed, shall be deemed to have been given on the earlier of actual receipt by the intended recipient or on the third business day after the date when deposited in the United States mail by registered or certified mail, postage pre-paid, or by personal delivery, Federal Express® or other recognized and reputable overnight courier, addressed as hereinafter provided, and (ii) addressed as follows:

If to the Owner:

Attention: «Mr. Aaron Filipiski » «City of Royal Oak 203 S. Troy Street Royal Oak, MI 48067

With a copy to:

Attention: «City Clerk: Melanie Hala » «City of Royal Oak 203 S. Troy Street Royal Oak, MI 48067

If to the Contractor:

Attention: [Name] [Address] [Address] [Address]

§ 7.9.1 Except as otherwise provided in Section 7.9.2, where the Contract Documents require one party to notify or give notice to the other party, such notice shall be provided in writing to Notice of Claims shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic transmission in accordance with a building information modeling exhibit, if completed, or as otherwise set forth below:

(If other than in accordance with a building information modeling exhibit, insert requirements for delivering Notice in electronic format such as name, title and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission.)

by certified or registered mail, or by courier providing proof of delivery.

§ 7.9.2 Notice of Claims shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail, or by courier providing proof of delivery.

AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017.

All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:30:22 ET on 11/21/2024 under Order No.3104239075 which expires on 12/16/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents ®

§ 7.10 Relationship of the Parties Where the Contract is based on the Cost of the Work plus the Contractor’s Fee, with or without a Guaranteed Maximum Price, the Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor’s skill and judgment in furthering the interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents.

§ 7.11 Knowledge The terms "knowledge," "recognize," "discover," their respective derivatives, and similar terms in the Contract Documents, as used in reference to the Contractor, shall be interpreted to mean that which the Contractor knows (or should know), recognizes (or should recognize), and discovers (or should discover) in exercising the care, skill, and diligence required by the Contract Documents. Analogously, the expression "reasonably inferable" and similar terms in the Contract Documents shall be interpreted to mean reasonably inferable by a contractor with familiar with the Project and exercising the care, skill, and diligence required of the Contractor by the Contract Documents.

§ 7.12 Confidentiality

§7.12.1 The Contractor warrants and represents that the Contractor shall not knowingly or negligently communicate or disclose at any time to any person or entity any information in connection with the Work or the Project except:

.1 with prior written consent of the Owner;

.2 if the information that was in the public domain prior to the date of this Agreement;

.3 if the information that becomes part of the public domain by publication or otherwise not due to any unauthorized act or omission of the Contractor; or .4 as may be required to perform the Work.

§7.12.2 The Contractor, at any time upon demand by the Owner, shall immediately return, or cause to be returned, to the Owner all copies of any Instruments of Service or other Project documents.

§7.12.3 The Contractor shall cause all Subcontractors or any other person or entity performing any services or any other person or entity performing any services or furnishing any materials or equipment for the Work to warrant an represent all items set forth in this Section 7.12.

§7.12.4 The representations and warranties contained in this Section 7.12 shall survive the complete performance of the Work or earlier termination of this Agreement.

ARTICLE 8 OWNER

§ 8.1 Information and Services Required of the Owner § 8.1.1 Prior to commencement of the Work, at the written request by the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract. The Contractor shall have no obligation to commence the Work until the Owner provides such evidence. If commencement of the Work is delayed under this Section 8.1.1, the Contract Time shall be extended appropriately.

§ 8.1.2 The Owner shall furnish all necessary surveys and a legal description of the site.

§ 8.1.3 The Upon careful examination of Owner furnished information, the Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work.

§ 8.1.4 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 9.6.1, the Owner shall secure and pay for other necessary approvals, easements, assessments, and charges required for the construction, use, or occupancy of permanent structures or for permanent changes in existing facilities.

AIA Document A104 – 2017 (formerly A107™ – 2007). Copyright © 1936, 1951, 1958, 1961, 1963, 1966, 1970, 1974, 1978, 1987, 1997, 2007 and 2017.

All rights reserved. “The American Institute of Architects,” “American Institute of Architects,” “AIA,” the AIA Logo, and “AIA Contract Documents” are trademarks of The American Institute of Architects. This draft was produced at 15:30:22 ET on 11/21/2024 under Order No.3104239075 which expires on 12/16/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents ®

§ 8.2 Owner’s Right to Stop the Work If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents, or repeatedly fails to carry out the Work…