ADDENDUM #3 922.pdf

ADDENDUM #3

Oakland County Water Resources Commissioner

Walnut Lake No. 1 Pump Station Conveyance Correction Action Plan Phase 2

Southfield, Michigan

Addendum #3

June 19, 2025

To all bidders: On behalf of the OWNER, this ADDENDUM to the Bidding Documents is issued to you by the Engineer for the Project described above.

The following changes and/or clarifications shall be incorporated in the Bidding Documents of the Project and the cost, all inclusive, thereof shall be included in the associated amount shown on each Bidder's Proposal:

Item 1 - GENERAL QUESTIONS

1.1 The following questions have been asked and our response is as follows:

1. Please provide a Geotechnical Baseline Report and a Geotechnical Data Report including all borings performed.

Response - See geotechnical reports attached to Addendum 1.

2. Will the Owner please provide the geotechnical information for the project?

Response - See geotechnical reports attached to Addendum 1.

3. Can you please provide a copy of the geotechnical report?

Response - See geotechnical reports attached to Addendum 1.

4. Are the documents attached the correct ones for this? The title of the project is WRC:

Walnut Lake No. 2 Conveyance CAP Phase II but the documents state WALNUT LAKE

#1 P.S. CORRECTIVE ACTION PLAN CONVEYANCE IMPROVEMENTS PHASE #2

not No. 2.

Response - Yes, the documents are the correct ones.

5. Proposal pay item No. 13 is lump sum. The cost of this work is entirely dependent on the quantity of debris that currently exists within the siphon sewers. We respectfully request that this item be changed to a unit price pay item with the bid quantity for "tons of debris removed" established by the Owner/Engineer. The initial cleaning could be considered incidental to the payment for removed debris. Alternatively, it could be split into two pay items. Once for cleaning and one for removed debris.

OAKLAND COUNTY WATER RESOURCES COMMISSIONER

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Response - Specification Section 01 22 00 Measurement and Payment has been updated to better defined the scope of work. For Bid Item 13 (initial cleaning), Contractor is to assume that 100 tons of debris will need to be removed from the sewer.

For Bid Item 27 (recleaning), Contractor is to assume that 5 recleaning events totaling 100 tons will be needed.

6. Specification 13 00 00 Article 3.9 requires cellular concrete grout for casing pipe annular spaces. Does cellular concrete need to be used for CFRPP pipe / Horseshoe tunnel annular space or can ready mix supplied low strength neat cementitious grouts be used? Likewise, we have the same question for the CFRPP slip line pipe annulus.

Response - Yes, cellular concrete grout will be required for the annulus space for both the temporary (if FRPMP option is selected) and permanent lining.

7. Specification 333120 Article 3.02.04 requires repair of incidental host pipe leaks. We request that a provisional unit price bid item or items be established for this work with the quantities established by the Owner/Engineer.

Response - Based on inspections completed for the design of the project, no major locations of infiltration were found, therefore, host pipe leak sealing will remain incidental to the main work. If conditions are found to vary significantly, this can be handled through work directives.

8. The Phase I Advertisement indicates Phase I must be completed before the Phase II work. However, both Contracts have the same anticipated NTP date and contract durations. Please clarify.

Response - Existing conditions have been modified to allow for the projects to be independent of each other.

9. What maximum wet weather pumping rate will be required for the bypass of the 21-inch sewer at the new drop manhole. The flow rate table on drawing FC-1 would suggest

16.2 cfs (i.e. 2 times 8.1 cfs). Specification 334000 article 3.2.10 would suggest 22.4 cfs (i.e. 2times 11.2 cfs). Please clarify.

Response - Spec. Section 3.2.10 indicates a minimum bypass pumping capacity requirement of twice the dry weather flow rate and defines the dry weather flow rate as about 1.7 cfs. This same section indicates: "The bypass pumping plan must address peak flow rates similar to these values, should they occur while bypass pumping is active." Spec. Section 3.2.10 gives a 15-year historical peak flow rate and Sheet FC-1 gives a 5-year summary of monthly average dry weather flow rates. It is a Contractor decision whether to design to the 5-year history or the 15-year peak value. There is no requirement to provide bypass pumping capacity that is twice the peak flow rate.

10. Within Specification 33 39 14 requires that all flow diversion / bypass plans submitted by Contract are to include a flow monitoring plan that must be prepared by Applied Science Inc (ASI). ASI is part of the Owners design team. Will the ASI services be supplied at no cost to the contractor?

OAKLAND COUNTY WATER RESOURCES COMMISSIONER

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Response - It assumed that this question is actually referencing Specification Section 33 39 14 Temporary Flow Diversion and Bypass Pumping. Bid Item 36 Flow Control Manager Allowance has been created to account for this.

11. Will the owner please provide a link to the recording and on-screen presentation?

Response - See presentation slides attached to this Addendum. A link to the recording will be provided.

12. The Screen Wall Detail shows a 6" poured concrete wall with both sides of brick on a 1 O" foundation. The foundation is not wide enough to support a double sided brick veneer 4" + 6" + 4" = 14" minimum. The existing wall is a double sided brick wall with a stone cap. Is the intent to pour a simulated brick wall? Can more details be provided on this wall regarding the intent and if masonry is required.

Response - Proposed screen wall detail has been updated.

13. Please reference the Addendum #1 and drawing G-1, proposed construction sequence.

Addendum #1 states that a minimum of 2 EA 4" cores are to be made at the proposed penetrations to the existing access shaft. What is the length of the cores required?

What is the duration the Contractor should expect for the Engineer to review the cores?

Response - The length of the cores required are based on the historical information for each structure. Wall thicknesses are provided on drawings C-11 through C-15.

14. Please reference drawing T-5 and T-7, the riser chamber section view and the MH SOT140007, both of these sections views show a removable lid and reinforced concrete. Will the removable lid and/or reinforced concrete be designed by the Engineer of record or does the Contractor have to provide a stamped design for the lid and reinforced concrete?

Response - The reinforced concrete wall and removable lid will be the responsibility of the Contractor. Both reinforced concrete walls will need to be able to resist 10 feet of sewage and removable lid needs to be watertight and resist the pressure of 2 feet of sewage.

15. Please confirm the specification section noted on Drawing FC-1 "Flow Control Notes" are correct.

Response - Sheet FC-1 has been updated.

16.At the Junction Chamber, MH #2, MH #7, and the riser chamber, there are no structural details for the reinforcement concrete that ties the old structure into the new horse tunnel. Please provide detail for the reinforcement concrete at these locations / connections.

OAKLAND COUNTY WATER RESOURCES COMMISSIONER

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Response - Assume concrete removed will be replaced in kind and will have #6 dowels at 12" o/c and #8 hoops bars at 6" o/c e.w.e.f.

Item 2 - Drawing Revisions

A. The following is a list of revisions that have been made to the project drawings following the pre-bid meeting:

1. Cover - Updated project title and list of drawings.

2. G-1 - Updated text under "Coordination Notes"

3. G-2 - Updated Detail B title and callout.

4. C-3 - Added callouts/notes.

5. C-4 - Added callout for new wall and added manhole/level sensor ownership.

6. C-8 - Added elevations to pavement/structures.

7. C-9 - Revised pavement/screen wall/bulkhead details.

8. C-19 - Removed instrumentation from residence immediately to the west of the project.

9. T-1 - The TERS was moved to the north.

10. T-3 - Updated portal beam orientation and sizing.

11. T-6 - Updated portal beam orientation and sizing.

12.S-1 - Revised waterproofing note.

13. S-2 - Redrawn to reflect new TERS position.

14. S-3 - Added cal louts, revised hatching, and added steel.

15. S-4 - Added cal louts and reinforcing steel.

16. S-5 - Updated elevations and added rebar to plan view.

17. S-6 - New drawing.

18. S-7 - New drawing.

19. FC'..1 - Updated Specification callouts.

20. FC-2 - Adjusted manhole location and added components to drop pipe sections.

21. P-1 - Added callout to Sectional Plan.

22. P-2 - Adjusted callout.

23. E-1 � Updated General Electrical Note #6 and GLWA Metering Cabinet Detail callouts, added Typical Conduit Penetration Thru Manhole Wall detail.

24. E-2 - Added new callouts.

25. E-3 - Added/updated callouts, added new conduits.

26. TC-5 - Updated MOT

27. TC-6 - Updated MOT

Item 3 - Refer to DC-117 - The Agreement.

1.1 REPLACE. Replace the paragraph in Article 2 - Time B.

Contractor agrees to achieve Substantial Completion of the Work within 375 calendar days of the Notice to Proceed and Final Completion of the Work within 440 calendar days of the Notice to Proceed. Specific interim completion deadlines are addressed in the Contract Documents.

OAKLAND COUNTY WATER RESOURCES COMMISSIONER

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With the following paragraph:

Contractor agrees to achieve Substantial Completion of the Work within 550 calendar days of the Notice to Proceed and Final Completion of the Work within 600 calendar days of the Notice to Proceed. Specific interim completion deadlines are addressed in the Contract Documents.

Item 4 - Refer to 00 73 00 WRC DC-675 Supplementary Conditions.

1.1 REVISION. Added the following documents to the Supplementary Conditions:

1.1.01 Updated Section M, which states:

Historical Information

Updated the following historical documents for reference:

DWSD PCl-41 EF Relief Outlet Sewer Section II Plan Set

Item 5- PRESENTATION

1.1 Added the presentation, sign in sheet, and recording from the Pre-Bid Meeting

Item 6 - Refer to 00 73 00 WRC DC-675 Supplementary Conditions.

1.1 REVISION. Added the following documents to the Supplementary Conditions:

1.1.01 Added Section L, which states:

Investigation Information

Added the following investigation video for reference:

Entry into the project area on January 9, 2025 by FK Engineering

Item 7 - Davis Bacon Wages

1.1 UPDATE. Latest Davis Bacon Wage Determination is provided.

END OF SECTION

OAKLAND COUNTY WATER RESOURCES COMMISSIONER

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DC-117 THE AGREEMENT |

This Agreement, hereinafter referenced as “Agreement” or "Contract," is made and entered into this day of , 20 by and between Evergreen-Farmington Sanitary Drainage

District, by and through its Drainage Board, pursuant Chapter 20 of the Public Act 40 of the Public Acts of 1956, as amended, hereinafter called “Owner”, and ,a

(Michigan Corporation/Limited Liability Company/ Partnership) whose addressis , Michigan, hereinafter referred to as “Contractor." In this

Contract, either Owner and/or Contractor may also bereferred to individually as a "Party" orjointly as “Parties.”

WITNESSETH

WHEREAS Ownerand Contractor, for the considerations hereinafter named, agree asfollows:

1. THE WORK

A. Contractor shall perform and complete every one of the obligations required by the

Contract Documents, including, without limitation, furnishing all labor, materials, goods, services, and equipment necessary to complete the Project in strict accordance with the Contract Documents. Contractor shall perform all Work shown and called for on the

Contract Documents entitled Walnut Lake No. 1 Pump Station Conveyance Corrective

Action Plan Phase 2, prepared by FK Engineering Associates, Inc., who is the

Engineer. Contractor acknowledgesthat there maybe items of Work for which Contractor is responsible to furnish or perform underthe Contract Documents that are not shown or specified in the Contract Documents but are necessary for the proper execution, operation, and completion of the Work and which are reasonably inferable from the

Contract Documents and/or which are required to achieve a fully functional Project.

Contractor shall provide all such items of Work as part of the Work without delayin its progress and without any increase in the Contract Times or Contract Sum. The Contract

Documents are defined in the General Conditions. Terms used in this Agreement shall have the same meaning asthose terms defined and used in the General Conditions, which are attached hereto and incorporated herein by referenceasif fully restated herein. The priority of Contract Documentsis setforth in Article 1 [Contract Documents] of the General

Conditions.

B. To induce Ownerto enter into this Agreement, Contractor makesthe following material representations:

a. Contractor has carefully considered all material aspects of the Contract Documents,including without limitation, the Drawings and Specifications, Work locality, access routes, availability of materials and equipment, labor, market and environmental conditions resulting from a health crisis regardless of whether an infectious disease, epidemic, pandemicorisolated to areas from which such labor and materials are supplied and all local conditions and federal, state, local laws and regulationsin effect as of the date of this Agreement that may affect the cost, progress, performance,or furnishing of the Work;

OAKLAND COUNTY WATER RESOURCES COMMISSIONER

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DC-117 THE AGREEMENT

Contractor has carefully studied the Project, all real property encompassing and surrounding the Project, all reports of investigations and tests of subsurface and latent physical conditions at the Project or otherwise affecting the cost, progress, or performanceof the Work;

Contractor has made or caused to be madeall examinations, analyses, schedules, investigations and tests, borings and studies as it deems necessary for the performance of the Workfor the Contract Price, within the Contract Times and in accordance with the other terms and conditions of the Contract Documents; and no additional examinations, investigations, tests, borings, reports or similar data are required by Contractor for such purposes;

Based on Engineer’s submittal matrix, Contractor has prepared a Submittal

Schedule and confirmed with its Subcontractors and suppliers that the necessary equipment and materials to complete the Work are available and will be delivered to the Site to timely complete the Work; submission of a Submittal Schedule shall not relieve Contractorof anyofits obligations pertaining to Submittals as provided in the Contract Documents;

Contractor acknowledges and agreesthat the Contract Times and Contract Price are sufficient in all respects to allow the Contractor to complete the Workin strict accordance with the Contract Documents, including any workinferred therefrom;

Contractor has examined and checkedall Drawings and Specifications furnished by Ownerfor dimensions, quantities, types of materials, and coordination with other parts of the Work onthis or related contracts and has given Engineerwritten notice of all conflicts, errors, omissions and/or discrepanciesthat it has discovered, or reasonably should have discovered, in the Contract Documents and the written resolution thereof by Engineer, is or will be acceptable to Contractor; Contractor acknowledges that it assumesfull responsibility for any such known errors or omissions that it fails to bring to Owner’s attention and by starting Work, or any portion thereof, Contractor shall be deemed to have waived any objections to such errors or omissions in the Contract Documents;

Contractor acknowledgesthat the Work, construction, reconstruction, and services will occur during all seasons of the year, including winter and wet weather months and under winter and wet weather conditions; notwithstanding these conditions, Contractor acknowledgesthat it has informed itself of the weather history of the area of the Site, including without limitation, conditions documented by the National

Oceanic and Atmospheric Administration (N.O.A.A.) for a 100-year history, and agrees to complete the Work and the Project within the Contract Times without exceeding the Contract Sum; and

Contractor's Bid is true and accurate in all respects and includes all Work necessary to complete the Project within the Contract Times and without exceeding the Contract Price.

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2. THE TIME

A. Contractor shall be prepared to begin the Work within ten (10) consecutive calendar days of the execution of the Agreement. Notwithstanding anything to the contrary herein, Contractor shall not begin the Work unless and until Owner issues a written notice to proceed (“Notice to Proceed”). The above requirement shall not constitute a representation or guarantee of the date that Ownerwill issue a Notice to Proceed. Owner shall have 120 calendardaysfollowing the execution of this Agreementto issue the Notice to Proceed, during which time Contractor shall not be entitled to any increase in or change to the Contract Times or Contract Price. The Parties agree the Contract Times are considered essential elements of the Agreement.

Contractor agrees to achieve Substantial Completion of the Work within 550 calendar days of the Notice to Proceed and Final Completion of the Work within 600 calendar days of the Notice to Proceed. Specific interim completion deadlines are addressedin the Contract

Documents.

If Contractor is delayed by a Force Majeure Event, as defined in the Contract Documents, and if such delay affects Work on the Critical Path of the Construction Schedule, then only the approved Construction Schedule and the Contract Times shall be adjusted, subject to andin strict conformance with the requirements of the Contract Documents, and only to the extent necessary to address such delay (but the total extension of all Critical Path Activities may not exceed the period of time required by Contractor, using its bestefforts, to mitigate the effect of the delay). An extension of time shall be Contractor's sole remedy for any delay caused by a Force Majeure Event. Contractor shall use its best efforts to mitigate the effects of any delay, whetherornotit is caused by a Force Majeure Event.

Such bestefforts shall not include the obligation to accelerate the Work. Acceleration of the Work is addressed separately in the Contract Documents.

Immediately upon (and not more than seventy two (72) hours following the commencementof the occurrence of a Force Majeure Event and not more than seventy two (72) hours following the commencementofthe occurrence of an OwnerDelay,as that term is defined in the Contract Documents, Contractor shall notify Owner and Engineerin writing, setting forth the cause of the delay, a description of the portions of the Work affected, and additional relevant details. Contractor’s failure to submit such required notices shall constitute a waiver of any claim for an extension of time by Contractor. In the case of a continuing delay caused by a Force Majeure Event, only one notice is necessary.

No adjustments shall be madeto the Construction Schedule for any suspension, delay or interruption to the extent that performance would have been so suspended, delayed or interrupted by any other cause, including the fault or negligence of Contractor, to the extent the delay could have been mitigated by Contractor; or for which an equitable adjustmentis provided or excluded underany other provision of the Contract Documents.

Owner’s exercise of any of its rights under the Contract Documents or Owner's requirement of correction or re-execution of any Defective Work shall not, under any circumstances, be construed asinterference with Contractor’s performanceof the Work.

The remedies provided in Article 2 [The Time] of this Agreement and the General

Conditions, respectively, shall be the sole and exclusive remedies(in lieu of all other remedies whatsoever) of Contractor for any delay, interference, or hindrances in the performance of the Work, loss of productivity, impact damages and similar claims and

Page A-3 of A-19 4-23-2024 damages, whether or not contemplated by the Parties. In no event shall Contractor be entitled to any compensation or recovery of any damages in connection with any delay, including, withoutlimitation, all direct costs, indirect costs, overhead costs(including field or homeoffice overhead, using Eichleay formula or otherwise), taxes, interest, general and administrative expenses, profit and all effects, direct, indirect and consequential resulting from the delay including acceleration (actual or constructive), hindrance, disruption, interference, diminished bonding capacity, loss of productivity, impairment, manpowerinefficiencies, lost opportunity, and “ripple effects,” impact damages or other similar remuneration (collectively “Delay Damages”). Except only for time extensions for a delay caused by a Force Majeure Event and as specifically provided in the Contract Documents, or for specified recoverable costs in cases of an OwnerDelay (as that term is defined in the Contract Documents), Contractor hereby expressly waives, covenants and agrees not to assert any claims against Owner for Delay Damageswhich it or any

Subcontractor or Supplier may incur as a result of any of the foregoing causes, delays, interferences, suspensions, rescheduling, changes in sequences,congestion, disruptions, or thelike arising from, out of or in connection with any Force Majeure Eventor any act or omission of Owner,its representatives or agents, it being understood and agreedthat their sole and exclusive remedies shall be those set forth herein and in the Contract

Documents.

3. LIQUIDATED DAMAGES

A. Contractor and Owner agree thatall time limits stated in the Contract Documents are essential conditions of the Agreement, and Contractor's performance (strictly, not substantially) in accordance with the Construction Schedule is the essence ofthis Agreement and therefore are material terms.

a. Contractor acknowledges and recognizes that Owner is entitled to full and beneficial use of the completed Workfollowing expiration of the Contract Times, and Owner has scheduled the commencement of its activities based upon

Contractor achieving certain Work by intermediate milestone dates and

Substantial and Final Completion of all the Work within the Contract Times.

Contractor further acknowledges and agreesthat if Contractor fails to complete certain

Work by specified milestone dates and/orfails to achieve Substantial Completion or Final Completion of any portion of the Work within the Contract Times, Owner will sustain extensive damages and serious loss because of such failures that may be difficult to calculate. Accordingly, Owner and Contractor agree Ownershall be entitled to retain or recover from Contractor, as liquidated damages, and not as a penalty, the sum of Three

Thousand Dollars ($3,000) per day commencing uponthe day following the expiration of a required milestone date and/or the date of Substantial Completion and the sum of One

Thousand Dollars ($1,000) per day commencing uponthe dayfollowing the expiration of the Final Completion Date and continuing until the required Workfor any of the foregoing deadlines is completed. Liquidated damagesin the amount as stated above also shall apply to any failure to open a road on time as outlined in the Summary of Work.

Becauseof the impracticality and difficulty of ascertaining and calculating Owner’s actual damages, such liquidated damages are hereby agreed to be a reasonable pre-estimate of and reasonable just compensation for the damages Ownerwill incur because of the delayed completion of the Work. Owner may deductliquidated damagesfrom any unpaid amounts then and thereafter due to the Contractor under this Agreement. Any liquidated

Page A-4 of A-19 4-23-2024 damagesnot so deducted from any unpaid amounts due to Contractor shall be payable to Owner by the date specified by Owner, but in no event less than fourteen (14) days from the date of Owner's demand. Interest shall begin to accrue on the date such liquidated damages are due until paid and shall thereafter accrue at seven percent (7%) per annum. Contractor and Owner agree that the foregoing liquidated damages are intended to compensate Owneronly for damagesdueto thelate delivery of the Work and not for any damages that Owner may suffer because of other Contractor defaults.

Contractor’s payment (or deduction) of liquidated damages shall in no wayrestrict orlimit Owner’s ability to recover (or Contractor’sliability for) damages suffered or incurred by Ownerbecause of Contractor’s defaults unrelated to the late delivery of the Work under the Contract Documents.

Ownerand Contractorexplicitly agree and intend that the provisionsof this Article 3 shall be fully enforceable by any tribunal exercising jurisdiction over any dispute between the parties arising under this Agreement. Each party herebyirrevocably waives any defenses available to it under law or equity relating to the enforceability of the liquidated damages provisions set forth in this Article 3. If for any reason Contractor’s obligation to pay any liquidated damagesasset forth herein is deemed unenforceable, Ownershall be entitled to receive its actual damages sustained (notwithstanding anything in Article 52 [Waiverof

Consequential Damages] of the General Conditions to the contrary) because of any circumstance entitling Owner to liquidated damages under this Article 3 [Liquidated

Damages]. However, in no event shall the amount paid to Owner as actual damages exceed the amountthat would have beencalculated and paid as liquidated damagesfor delay to Owner.

Contractor shall not, on accountof the liquidated damagessetforth in this Article directly or indirectly or wholly or in part increase (or permit any increase in) the Contract Sum, or any fee or compensation it may be entitled to receive beyond what would have otherwise been charged in the absenceof sucha provision.

ASSIGNMENT OF CONTRACT

Contractor agreesthatit shall not assign or transfer this Contract except with the Owner’s written consent. Contractor shall not assign either legally or equitably, any of the monies payable toit underthis Agreement, or its claim thereto, except with the written consent of Owner. Owner may withhold such consent in Owner's sole and absolute discretion.

5. THE CONTRACTPRICE

A. The Contract Price shall be the total of all lump sum amounts together with any Unit Price amounts based ontheinitial estimated quantities identified in the Contractor’s Bid.

The Contract Price shall be increased because of changes in scope and actual quantity determinations as provided underthe provisions of the Contract Documents and reduced by such sums as Owner maylawfully deduct and retain, including without limitation, liquidated damages under the provisions of Article 3 [Liquidated Damages] of this

Agreement.

Upon completion of the Work, Ownerwill issue a Change Orderadjusting the Unit Price quantities to reflect the actual quantities of the Work performed under the Contract

Documents and adjusting the total Contract Price accordingly. Payments shall be madein

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6.

accordance with the provisions of Articles 6 [Payment Procedures] and 7 [Substantial

Completion].

PAYMENT PROCEDURES

A. Schedule of Values

a. Within ten (10) calendar days of the Notice to Proceed, Contractor shall prepare and submit to Engineer, a schedule of values for all of the Work (“Schedule of

Values”) which includes quantities and prices of items which, when added together, equal the Contract Price and subdivides the Work into componentparts in sufficient detail to serve as a basis for determining the proper amountof progress payments during performanceof the Work. Suchpriceswill include an appropriate amount of overhead andprofit applicable to each item of Work. The Schedule of Values shall conform to all requirements of the Contract Documents. Upon completing its review, Engineer will return the Schedule of Values to Contractor identifying any exceptions to the form or content of the proposed Schedule of

Values. Contractor shall promptly revise and resubmit the Schedule of Values to address any exceptions noted by Engineer. As the Work progresses, Contractor shall modify the Schedule of Values to include any credits or approved change orders, or as otherwise required or allowed by Engineer. Contractorwill modify the Schedule of Values to conform to any requirements requested by Engineer regardless of whether Contractor agrees or disagrees with the requested modification. Contractor shall incorporate the Schedule of Values into a form of

Application for Payment acceptable to Engineer. Progress payments on account of Unit Price Work will be based on the quantities completed.

B. Applications for Payments

a. Pursuant to the Construction Contract Retainage Act, Act No. 524, Michigan Public Acts of 1980, as amended, MCL 125.1561 et seqg., Owner hereby designates

Engineer as the person to whom Applications for Payment shall be submitted.

Contractor hereby designates as the person who will submit Applications for Payment to Owner.

No paymentwill be madefor materials furnished which are not incorporated in the finished Work, unless otherwise agreed to in writing by Owner. If paymentis requested on the basis of materials and equipment not incorporated in the Work but delivered and suitably stored, insured and secured at the Site or at another location agreed to in writing, the Application for Payment also shall be accompanied bya bill of sale, invoice, or other documentation warranting that

Ownerhas received the materials and equipment free and clearof all Liens and evidence that the materials and equipment are covered by appropriate property insurance or other arrangements to protect Owner's interest therein, all of which must be satisfactory to Owner.

Materials that may be considered for payment as stored material must be located on Owner’s property and/or within the State of Michigan. Contractor also must submit the request for payment for stored materials to Owner while the Schedule of Values is submitted to Engineer.

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ii.

iii.

iv, Vv.

e.

f.

Materials that that are not eligible for payment as stored materials include the following:

Perishable materials (example: cement, epoxy,etc.).

Electronic hardware and/or software.

Raw materials (un-fabricated steel, piping, etc.).

Materials to be incorporated into the work in less than thirty (30) days or beyond one hundred, eighty (180) days.

Contractor’s equipment (formwork, shoring, etc.).

As an aid to Ownerin evaluating estimates for progress payments, Contractor may be required to submit to Ownerfor approval a breakdown of someorall contract unit prices into their essential component parts. The sum of the component parts shall not exceed the total Contract Price on a per unit basis as established in the Bid.

Each month, following the Notice to Proceed, Contractor shall prepare and submit to Engineer for review a draft Application for Payment using AIA Documents G- 702 and G-703 or such other forms as Owner mayallow, which shall be certified with a reference to the Federal False Claims Act. The Application for Paymentshall reflect all Work completed since the prior Application (if any) and shall meetall other requirements of the Contract Documents. Each Application for Payment must strictly comply with and includeall the following:

a notarized Contractor’s Declaration (on a form provided by Owner) declaring that it has not performed any Work,furnished any material, sustained any loss, damageordelay, for any reasons,including soil conditions encountered or created, or otherwise done anything for which it will ask, demand, suefor, or claim compensation from Ownerother than as indicated on Contractor's Declaration;

receipts or other vouchers showing Contractor's payments for materials and labor, including payments to Subcontractors;

a current, properly completed notarized Sworn Statement, on the Michigan statutory form, listing each Subcontractor, supplier and laborer having a contract with Contractor in the current aggregate amount (including adjustments that have been issued asof that date) (Owner reservesthe right to require Sworn Statements from Contractor's Subcontractors);

Partial Unconditional Lien Waivers and Releasesin the form provided by Ownerfrom each subcontractor, supplier and laboridentified on Contractor’s Sworn Statement, or Subcontractor’s Sworn Statement, if requested;

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DC-117

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THE AGREEMENT

written consent of Contractor’s surety;

a copy of the then current Construction Schedule Update as returned by Engineer with “No Exceptions”;

certified payroll reports if, when and as required by Michigan law, and in a form reasonably acceptable to Owner;

Daily Reports for each day covered bythe time period relating to the

Application for Payment and in the form required by the Contract Documents; and such other evidence requested by Ownerto satisfy Ownerthat the Work for which payment is requested has been completed in conformance with the Contract Documents, and that all amounts which have previously been paid for Work performed have beenproperly distributed to the various Subcontractors, Sub-Subcontractors, laborer, and suppliers.

Contractor's failure to include the documents and information setforth in items above shall render Contractor’s Application for Paymentas invalid and of no effect, until such time as all the Contract requirements for making the application are fully complied with by Contractor.

Each month, Contractor, Owner, and Engineer shall meet to review and discuss Contractor’s draft Application for Payment. Contractoris responsible for submitting the draft Application for Payment and scheduling the monthly pay application meeting. Following this meeting, Contractor shall revise its draft Application for Paymentin accordancewith the comments of Owner and Engineer.

Contractor shall submit the revised Application for Payment to Engineer, together with all other documents required to be submitted with an Application for Payment, covering all Work performedsince the proceeding Application for Payment(if any).

Contractor musttimely. invoice for its Work. Contractor shall submit Application for

Paymentnolater than fourteen (14) days before a scheduled meeting of Owner’s Drainage Boardif the Work is being conducted for a Drain Board.

The Application for Payment shall include all accompanying documents and approvals required by the Contract Documents. If Contractor is not knownto be in default of any of its obligations under the Contract Documents, the Application for

Payment will be certified and presented by Engineer to Owner with a recommendation for approval of the payment. If the Application for Paymentis untimely, incomplete, incorrect, fails to include the required documentation, schedules,orcertifications, or otherwisefails to conform to the requirements of the

Contract Documents,it will not be submitted for approval by Owner.

C. Payment Dates

a. Owner shall pay the Application for Payment within one of the following time periods, whicheveris later, as provided by MCL 125.1562(3):

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| DC-117 THE AGREEMENT

D, a.

Thirty (30) days after Engineerhascertified the Application for Payment for payment.

Fifteen (15) days after Owner has received the funds from the applicable department or agencyof the federal or state government providing financing for the Project, if any funds are to come from either of those SOUICeS.

Fifteen (15) days following the scheduled Drainage Board meeting and approval by the Drainage Board.

Contractor's failure to submit a complete and accurate Application for Payment acceptable to Engineer may delay payment on the Application for Payment.

Conditions of Payment

Owner's payment (partial or final) shall not be considered as approval or acceptanceof the Workor any portion thereof, or of the completeness or accuracy of the Application for Payment.

If an estimate in an Application for Payment is found to be excessive, future estimates in pay applications shall be adjusted downward to reflect the actual completion status of the Work.

EB Withholding of Payment

a. -Owner may withhold payment or, because of subsequently discovered evidence or subsequentreview of the Work or Contractor’s Applications for Payment, invoice detail and/or submittals, may nullify the whole or any part of any payment previously made, to such extent as may be necessary in its opinion to protect

Ownerfrom loss or expensedueto anyofthe following:

Contractorfails to properly respond to notices issued by Ownerpursuant to the Contract Documents;

Contractoris in default of any ofits obligations under this Agreement or under any of the Contract Documents, and/oris otherwise in default of any other agreementor contract with Owner, whetheror not related to this Contract;

Any part of such paymentthatis attributable to Work whichis Defective, as determined by Engineer; provided, however, such payment shall be made as to the part thereofattributable to Work whichis performed in accordance with the Drawings and Specifications and is not Defective, reserving, however, such amount as Engineer shall determine necessary to protect

Ownerwith respect to Defective Work;

Contractor has failed, within ten (10) calendar days of receipt of payment from Owner, to make payments not in dispute promptly to Contractor's subcontractors, sub-subcontractors, laborers, or suppliers or for material, Page A-9 of A-19 4-23-2024

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labor or services used in the Work; Contractor promptly shall notify Owner if any such dispute exists;

Any part of such paymentis attributable to Work that Owner has been notified of a claim or dispute or has received reasonable. evidence indicating the existence of such a claim or dispute, unless Contractor provides reasonable evidenceofits ability to resolve the dispute and pay any amount owed;

Ownerhas a reasonable belief the Work will not be completed within the

Contract Times established under the Contract Documents;

Owner reasonably believes that the portion of the Contract Price then remaining unpaid will not be sufficient to pay for Work not completed to date or to complete the Work in accordance with the Contract Documents;

An Application for Paymentis not in the exact form required by the Contract

Documents;

Contractor has failed to submit and obtain approval for a Schedule, Schedule update, make-up schedule or other documents required in the

Contract Documents required for a complete and valid Application for

Payment;

Contractor's Payment and/or Performance Bond Surety provides Owner with a notice to withhold further funds according to the terms of the Surety Bonds and/or indemnity agreement with Contractor;

At the written direction of Contractor's bond company; and

Owneris otherwise entitled to a setoff against Contractor.

If Ownerelects to withhold a portion of a payment otherwise due to Contractorfor any of the reasonsidentified above, Owner shall submit a written statement to Contractor describing the disputed items and shall have the right to require Contractor to prepare and submit to Ownera revised Application For Payment, as directed by Owner, to facilitate payment of the undisputed amount, if any, otherwise due to Contractor. Alternatively, Owner shall have the right (but not the obligation) to revise Contractor's Application for Payment to show the amount withheld by the Owner.

Whenever Ownerreasonably determines, after notice to Contractor, that there is a basis for concern that payments properly owing to any subcontractor, supplier, surety, or laborer are not being made on timely basis, Owner mayelect, but shall not be obligated to make, payments to the joint order of Contractor and such subcontractor, supplier, or laborer, with any such payments satisfying any payment obligation otherwise owing by Ownerto Contractor. Alternatively, Owner may,but is under no obligation to make, direct payment to any subcontractor, supplier, or laborer of Contractor, and such amounts directly paid shall otherwise satisfy any payment obligation owing by Ownerto Contractor for the Work. Owner's option to withhold payment from Contractor, or to make joint payments or direct payments

Page A-10 of A-19 4-23-2024 shall not create an intended third beneficiary relationship with any other person or entity, it being agreed and understood Ownerhasthe right to withhold payment, or to make suchjoint and direct payments but is not otherwise obligated (nor may it be compelled) to make suchjoint and/or direct payments.

Owner also may elect at any time to require payments be made through a construction escrow, in which event Contractor shall supply all customary forms and indemnities as may be required to satisfy the conditions to disbursement established by the applicable escrow agent.

F Retainage from Payments

a. Each paymentfrom Ownerto Contractor shall cover the amount due to Contractor for Work completed through the date of the Application for Payment; provided, however, retainage in the amountof ten percent (10%) of each payment made or due from Ownerto Contractor (“Retainage”) shall be withheld from each payment until the Work on the Projectis fifty percent (50%) complete as determined by the dollar amount of approved Applications for Payment. No further Retainagewill be withheld once the Workisfifty percent (50%) complete unless Owner determines that Contractor is not making satisfactory progress, or for other specific cause relating to Contractor's performance under the Contract. Retainage shall be withheld in compliance with MCL 125.1563. The provisions of MCL 125.1563 shall govern over any provisions contained herein that are found to conflict with the provisions of the statute.

Owner's right to withhold Retainage is in addition to Owner’s right to withhold payment under the Contract Documents to protect Ownerfrom specific identified problems and claims and other costs for which Contractor is responsible. Owner is not required to use Retainage amounts to protect Ownerfrom the costs and liability arising from claims and other problems caused by Contractor or for which Owner may make deductions under the Contract Documents.

Ownershall have the right, but not the obligation, to release Retainage related to a subcontractor who achieves Final Completion of its subcontracted portion of the Work under the subcontract substantially earlier than Final Completion of the entire Work, but only upon the written recommendation of Contractor that such Retainage should be released. This option is entirely discretionary and shall create no obligation for Owner, nor is this option intended to create any benefit to third parties.

At the time of Substantial Completion of the Work, Contractor may make written application for a partial release of Retainage held by Owner. Ownershall have no obligation to approve such application but may do soin its sole discretion. Should

Owner agree to such request, considering Contractors performance, the performance of Contractor’s subcontractors, and other factors as determined by

Ownerin its sole and absolute discretion, the amount retained to the date of the request may be reduced by Owner to a lower lump sum amount. Owner's agreement to such partial release of Retainage shall not change the percentage retained from future Applications for Payment, if any, after the date of the partial release, if Ownerhas elected to continue withholding Retainage from Contractor’s

Applications for Payment.

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e. All retained amounts andinterest earned on retainage not otherwise disbursedwill be paid with Contractor's Final Payment. Contractor shall provide Owner with consentfrom the Surety for any release of retention. In the event of a dispute as described in MCL 125.1564(3), the parties shall abide by the provisions of said statute and agree to submit the dispute to Engineer to determine the rights of the parties to retained funds and interest earned thereon. Engineer shall follow the dispute resolution process provided in the statute and its decision shall comport with the requirements therein. This dispute resolution process is not intended to alter, abrogate, or limit any rights with respect to remedies that are available to enforce or compel performanceof the terms of the Contract by either party.

7. SUBSTANTIAL COMPLETION

A. When Contractor considers that the Work or any portion of the Work is ready forits intended use, Contractor shall submit a written certification to Engineer and Ownerthat the Work, or designated portion of the Work, is substantially complete. Such certification shall include (1) a list of major items to be completed or corrected and (2) a request that

Engineerissue a Certificate of Substantial Completion.

Within ten (10) days of receipt of Contractor’s certificate, the Engineerwill inspect together with Owner and Contractor to determine whether the Work is substantially completed.

Should the Engineer consider the Work or designated portion of the Work substantially complete, the Engineer shall prepare and submit to Engineer and Contractor a tentative

Certificate of Substantial Completion together with a list of items to be completed or corrected as determined by the inspection, i.e., the Punch List.

If the Engineer determines that the Workis not substantially complete,it will issue written notice to Contractor stating the reasons why the Workis not readyfor its intended use.

After the Contractor completes the Workin the original notice, it shall send a second written notice to Engineercertifying that the Project, or designated portion of the Project, is substantially complete.

If following the reinspection of the Work the Engineer determines that the Work is substantially complete, it will issue a definitive certificate of Substantial Completion to Owner, Engineer and Contractor that establishes the date of Substantial Completion; the responsibilities of Owner and Contractor for security, maintenance,heat, utilities, damage to the Work and insurance, as applicable; identifies the estimated cost to complete the

PunchList items; and fixes the time within which Contractor shall finish all PunchList items

(but within the date required for Final Completion). Warranties required by Article 47 [Warranty-Guarantee] of the General Conditions shall commence on the date of Final

Completion of the Work or designated portion thereof unless otherwise provided elsewhere in the Contract Documentsorin the Certificate of Substantial Completion.

8. FINAL PAYMENT

A. Neither Final Payment nor any remaining Retainage shall become due until Contractor has completed all of the Work on the Project, including any Punch List items, as acknowledged by Owner and Engineer, Owner and Engineer have issued written acknowledgement of Final Completion on Owner's approved Certificate of Final Completion, and Contractor has completed and/or submitted to Ownerall of the following:

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(1) Contractor's Final Declaration and Contractor’s Affidavit (on a form provided by Owner) that payrolls, bills for materials and equipment, and other indebtedness connected with the Work have been paid or otherwise satisfied; (2) consent of all sureties to Final Payment; (3) final record Drawings, including record Drawings marked by the Contractor with record information set forth in the Contract Documents and Contractor’s coordination drawings; (4)the final versionsof all manufacturers’ warranties; (5) a final sworn statement from Contractor in the form set forth in the Michigan Construction Lien Act duly executed and notarized showingall of Contractor's subcontractors, suppliers and laborersto befully paid; (6) Full Unconditional Lien Waivers and Releases in the form provided by Owner from all subcontractors, suppliers and laborers identified on the final Sworn Statements submitted by Contractor and Subcontractors, if required; (7) releases of all required permits; and (8) an approved Maintenance and Guarantee Bond, and (9) all other conditions set forth in the Contract Documents.

Contractor shall submit an Application for Final Payment whenall Workis finally complete in accordance with Contractor’s obligations under the Contract Documents. Contractor's Application for Final Payment shall include a request for payment of the Retainage held by Ownerif Retainage otherwise has not been released at an earlier pointin time.

Contractor's Application for Final Payment shall itemize all timely asserted claims and disputed amounts that remain unresolved at the time of submission. All claims or disputed amounts shall include the designation of the amount that remains in dispute and a reference by date and correspondence number to the specific Notice of Claim and substantiation of the claim submitted by Contractor in accordance with the Contract Documents. The Final Application for Paymentshall indicate only the amount that remains in dispute for each disputed claim and shall not include original claim amounts where a portion of the claim or disputed amount has beenresolved.

The acceptanceof the Final Payment(in whole orin part) by Contractor shall constitute a full and final release of Owner and waiverofall claims against Ownerarising out of orin connection with the Project and/or Contract Documents, except only those specific claims of Contractor timely madein writing as required by the Contract Documents and itemized in the attachment to Contractor’s Final Application for Payment. Notwithstanding anything to the contrary herein, Contractor’s written itemization of reserved claims may not revive claims which were waived by Contractor becauseofits failure to timely assert such claims accordance with the Contract Documents.

9, DISPUTE RESOLUTION

A. Notwithstanding anything to the contrary…