Appendix B - Sample Agreement.pdf

CONSTRUCTION CONTRACT

between

WAYNE COUNTY

and

[CONTRACTOR]

for

Improvements to the Historical Nankin Mills Building and Surrounding Campus

Control No. 37-25-049 i

TABLE OF CONTENTS

SECTION 101: DEFINITION OF TERMS

101.01 General

101.02 Abbreviations

101.03 Definitions

SECTION 102. SURETY AND INDEMNIFICATION

102.01 Bonds Required

102.02 Indemnification

102.03 Waiver of Subrogation

102.04 Insurance

SECTION 103. SCOPE OF WORK

103.01 Intent of the Plans, Specifications and Contract

103.02 Construction Schedule

103.03 Estimate of Quantities

103.04 Changes (Increased or Decreased Quantities)

103.05 Modifications (Extra Work)

103.06 Alteration in Character of the Work

103.07 Changes in Scope / Service

103.08 Pricing Adjustments

103.09 Defective Cost or Pricing Data

103.10 Claims for Additional Compensation

103.11 INTENTIONALLY OMITTED

103.12 Removal and Disposal of Structures and Obstructions

103.13 Final Cleaning Up

SECTION 104. CONTROL OF THE WORK

104.01 Authority of the Engineer

104.02 Plans and Working Drawings

104.03 Deviation from Plans and Specifications

104.04 Coordination of Specifications and Plans

104.05 INTENTIONALLY OMITTED

104.06 Cooperation of Contractor

104.07 Construction Stakes

104.08 Field Office/Field Laboratory

104.09 Authority and Duties of Inspectors

104.10 Inspection of the Work and Plant

104.11 Removal of Defective and Unauthorized Work

104.12 Contractor's Responsibility for Work

104.13 Responsibility of Contractor for Damage to Trees and Shrubs

104.14 Cleanliness of the Work

104.15 Emergencies

104.16 Final Inspection

SECTION 105. CONTROL OF MATERIALS

105.01 Source of Supply and Quality

ii

105.02 Samples of Materials

105.03 Tests of Materials

105.04 Materials Not Mentioned

105.05 Storage of Materials

105.06 Defective Materials

105.07 Handling Materials

105.08 Unused Material

105.09 Brands of Material and Equipment

SECTION 106. LEGAL RELATIONS AND RESPONSIBILITY TO PUBLIC

106.01 Laws to be Observed

106.02 Non-Discrimination of Employment

106.03 Wages

106.04 Notices

106.05 Ethics in Contracting

106.06 Right to Audit Contractors Records

106.07 Tax Reporting

106.08 Approval of Accounting System

106.09 Permits and Licenses

106.10 Patented Devices, Materials and Processes

106.11 Sanitary Provisions

106.12 Public Convenience and Safety

106.13 Protection and Restoration of Property

106.14 INTENTIONALLY OMITTED

106.15 No Waiver of Legal Rights

106.16 Personal Liability of Public Officials

106.17 Use of Explosives

106.18 INTENTIONALLY OMITTED

106.19 INTENTIONALLY OMITTED

106.20 Control of Water Pollution and Siltation

106.21 Relationship of Parties

106.22 ARPA ………………………………………………………………………..43

SECTION 107. PROSECUTION AND PROGRESS

107.01 Subcontracting of Contract Work

107.02 Prompt Payment

107.03 Prosecution of the Work

107.04 Limits of Operation

107.05 Character of Workmen and Equipment

107.06 Temporary Suspension of Work

107.07 Time for Completing the Work

107.08 Liquidated Damages

107.09 Termination of Contract

107.10 Intentionally deleted

SECTION 108. MEASUREMENT AND PAYMENT

108.01 Measurement of Quantities

iii

108.02 Scope of Payment

108.03 Payments for Increased or Decreased Quantities

108.04 Payment Method for Contract Modifications Utilizing Force Account

Basis

108.05 Payment for Deleted Items

108.06 Progress Payments

108.07 Partial Payment for Materials on Hand

108.08 Acceptance and Final Payment

108.09 Payment for Idled Equipment and Labor

SECTION 109. MISCELLANEOUS AND CONSTRUCTION PROVISIONS

109.01 Jurisdiction and Law

109.02 Successors

109.03 Amendments

109.04 Severability

109.05 Section Headings

109.06 Singular/Plural and Gender

109.07 Entire Agreement

SIGNATURE

THIS AGREEMENT, made and entered into this day of , 2025 by and between the County of Wayne, Michigan, a body corporate and charter county, hereinafter referred to as the County, and [NAME OF CONTRACTOR], a [Michigan] corporation under the laws of the State of [Michigan] with principal offices at , hereinafter referred to as the Contractor;

FOR and in consideration of certain payments to be made to the Contractor by the

County, hereinafter more particularly described and set forth, the Contractor agrees, in accordance with the proposal submitted under Control No. 37-25-049 , general specifications of the county, plans on file in the office of the County Purchasing Division, and supplemental specifications attached hereto, if any, to do the following described work:

Improvements to the Historical Nankin Mills building and surrounding campus. The improvements include adaptive reuse and historical restoration of the Mill-Admin Building, Tenant House, and Red Barn; renovation of two maintenance buildings; and construction of a new recreation storage barn. The Mill building improvements include updating three floors of museum, public facing exhibits, office spaces, employee gathering spaces, HVAC improvements, and overall updates. The Tenant house will be converted into an event and corporate retreat space with new attached open-air pavilion and surrounding plaza, park, food truck, and additional exterior event space. Campus improvements include new asphalt parking, storm detention, pervious paving, concrete walks, stream bank stabilization, concrete curb/gutter, gathering spaces, amphitheater, fishing/water access, water feature, outdoor nature classroom, steps, retaining walls, seat walls, shade structures, event stage, signage and outdoor lighting. We are creating the new Wayne County Parks Campus Headquarters with historical, education, event hosting buildings as well as updating the Parks’ maintenance and office facilities for the purpose of improved customer experience and park efficiency.

NOT TO EXCEED AMOUNT: $[_____________] For the duration of the

Contract, Contractor guarantees to provide the services at the rates set forth in its proposal.

Work shall be substantially completed within 700 days of Notice to Proceed. A two

(2) year landscape establishment period, as described in the plans and specifications, shall begin upon the date of Substantial Completion of the Work.

CONTRACT TERM

The term of this Contract begins upon Wayne County Commission approval and will terminate four (4) years thereafter, with the option to extend the term for six (6) months which may be exercised at the discretion of the County upon Wayne County Commission approval.

The Contractor agrees to furnish all necessary machinery, tools, equipment and other means of construction; do all the work; furnish all the materials except as otherwise specified herein; and to complete the work herein described in strict accordance with the specifications and in strict conformity with the requirements of this contract, the IFB issued under Control No. 37- 25-049 and of the other provisions and supplementary specifications on file at the Wayne County Department of Public Services, Parks Division, 33175 Ann Arbor Trail, Westland, MI 48185, at the above not to exceed amount, as fully detailed and attached hereto as Exhibit___ as authorized by Commission Resolution No._____________ dated ________.

GENERAL PROVISIONS

SECTION 101: DEFINITION OF TERMS

101.01 General

Wherever in these Contract Documents the following terms or pronouns in place of them are used, the intent and meaning shall be interpreted as follows:

101.02 Abbreviations

Wherever the following abbreviations are used in these Specifications or on the Plans, they are to be construed the same as the respective expressions represented:

MIOSHA Michigan Occupational Safety and Health Administration OSHA Occupational Safety and Health Administration

101.03 Definitions

Terms used in the Contract which are defined in the Contract Documents shall have the meanings designated in the Contract Documents. Words and abbreviations which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. Terms which are defined in the Contract Documents shall have their meanings as defined, whether or not such terms are capitalized, unless the context clearly indicates otherwise. In case of any inconsistency, conflict or ambiguity among the Contract Documents, the Contract governs first, then the Special Provisions, then the Supplemental Specifications, then the Project plans and drawings, then the Standard Plans, and then the Standard Specifications. Terms used in the Contract may modify the Invitation For Bid or interpret sections of the Invitation For Bid, including but not limited to the Contract, the Special Provisions, the Supplemental Specifications, the Project plans and drawings, the Standard Plans and the Standard Specifications, along with any other addendum that maybe issued, which are all incorporated herein and are collectively the Contract Documents.

Addenda/Addendum. Written or graphic documents issued prior to the execution of the Contract which modify or interpret the Contract Documents, Plans and Specifications, by additions, deletions, clarifications or corrections.

Adjustment. A monetary revision to a Contract Unit Price or to the entire Contract.

Advertisement. The public announcement inviting Contractors to submit proposals for Work to be performed and materials to be furnished.

Angle of Crossing. The acute angle between the intersecting centerline of the road and the stream, highway or railway crossed.

As-Builts (As-Built Drawings) Reproducible construction drawings revised to show significant changes made during the construction process; usually based on marked-up prints, drawings and other data furnished by Contractor to the Engineer..

Bid. The offer or proposal of the Bidder submitted on the prescribed form setting forth the prices for the Work to be performed.

Bidder. Any person, firm or corporation submitting a Bid for the Work.

Bidding Documents. The Plans, together with the Invitation For Bid and all Addenda to same issued prior to receipt of Bid.

Bid Guaranty. The security designated in the Bidding Documents to be furnished by the Bidder as a guaranty of good faith to enter into a Contract for the Work contemplated if it be awarded to him.

Calendar Day. Every day shown on the calendar, beginning and ending at midnight. Unless otherwise designated, the word “day” shall mean Calendar Day.

Calendar Date Contract. A Contract where the Project is required to be physically complete is designated by a date certain.

Calendar Day Contract. A Contract where the time required to physically complete the Project is designated by the number of Calendar Days.

Certification of DBE Contractors. The process by which the County establishes that a Contractor meets the Federal requirements as a DBE.

Change. Addition to or deletion from a Contract item or condition.

Change Order. A written order signed and issued by the Director of Purchasing and also by any other officer authorized to sign and issue the original Contract, directing the Contractor to make changes which the “Changes (Increased or Decreased Quantity),” clause, 103.04, of the Contract authorizes the County to order without the consent of the Contractor.

Contract/Contract Documents. The written agreement covering performance of the Work, as provided in the Specifications. The Contract shall include the Bidding Documents, Performance Bond, Payment Bond, Standard Specifications, Supplemental Specifications, general and detailed Plans, all supplemental agreements entered into, and all general or Special Provisions pertaining to the Work or materials therefore, and shall be in force until the Work is completed or the Contract terminated. This agreement is a Michigan contract and shall be governed by the laws of the State of Michigan unless expressly stated otherwise. In the event that any provision to this agreement is deemed invalid, the remainder of this agreement shall not be affected thereby.

Contract Authorization. The regulation form prepared by the Engineer as a recommendation for changes or modifications to the Contract.

Contract Item (Pay Item). An item of Work in the Contract.

Contract Modification (bilateral change). Any written alteration in specifications, delivery point, rate of delivery, period of performance, price, quantity, or other provisions of any Contract accomplished by mutual action of the parties to the Contract.

Contract Time. The time assigned in the Contract to perform and complete all the Work, including authorized extensions of time.

Contract Unit Price. The unit price of a Contract Item.

Contractor. The individual, firm or corporation undertaking the execution of the Work under the terms and conditions of the Contract and acting directly or through its agents or employees;

a person or company who agrees to furnish materials and labor to do Work for a certain price.

The Contractor must perform work amounting to not less than forty percent (40%) of the original total contract price.

Controlling Operation. The operation that, if delayed at the time of consideration, would delay completion of the entire project. The operation may be either on or off the job site. The size of the operation is not a factor.

Coordination Clause. A clause in the Contract that requires the Contractor to coordinate construction activities with other agencies, utilities or Contractors.

Design Professional. The County professional staff or the person, firm or corporation with whom the County entered into a Contract with to provide professional advice and consultation concerning the design and construction of the Project.

Disadvantaged Business Enterprise (DBE). In connection with a contract which is funded in whole or in part from state or federal government sources, a business which has been certified as a disadvantaged business enterprise pursuant to the rules and regulations of such governmental source. For purposes of this Contract, DBE includes small business enterprises (SBE), minority business enterprises (MBE), and women business enterprises (WBE) as defined in the section 120.251 of the Wayne County Code. The DBE must have a certificate evidencing that status issued by Wayne County Human Relations division or such other form accepted by Wayne County Human Relations.

Engineer. The Engineer or Architect designated by the County.

Extension of Time. Additional Contract time authorized by the County in writing.

Final Completion. The point where the Contractor’s obligations under the Contract are complete and accepted by the Owner and final payment becomes due and payable. Contractor shall achieve Final Completion within 700 days of Substantial Completion.

Inspector. A designated representative of the Engineer assigned to make any or all necessary inspections of the Work performed and materials furnished by the Contractor.

Invitation For Bid. The principle County document which together with the Drawings sets forth the general and project specific information needed by a Contractor in order to submit a Bid. It includes the notice of advertisement, the itemized bid sheets, Specifications and order pertinent Bidder forms and instructions.

Laboratory. The testing laboratory of the County, or any other testing laboratory that may be designated or approved by the Engineer to inspect and determine the suitability of materials.

Labor dispute. A controversy between the Contractor and the Contractor’s employees, union, bargaining agents, suppliers, or suppliers’ bargaining agents, or between unions which results in a Work stoppage.

Major and Minor Items of Work. All items having an original value equal to or greater than five percent (5%) of the original Contract amount shall be considered a major item or items.

All other original Contract Items are considered as minor.

Notice to Proceed. Written notice to the Contractor to begin the Contract Work. When applicable, the notice will include the starting date of the Contract Time.

Payment Bond (Lien Bond). The bond executed by the Contractor and his Surety (upon forms provided by the County) guaranteeing the payment of all labor and material claims in connection with the Work as provided by law.

Performance Bond. The bond executed by the Contractor and his Surety (upon forms provided by the County) guaranteeing performance of the Work in accordance with the intent of the Plans and Specifications and the terms of the Contract as provided by law.

Plan Quantity. The original Contract quantity of an item of Work.

Plans. County approved drawings which show the scope, extent and character of the construction Work to be furnished and performed by the Contractor and which have been prepared or approved by the Design Professional and are referred to in the Bidding Documents.

Shop drawings are not Plans as so defined. Plans may be in electronic format.

Progress Clause. A part of the proposal stating starting, all intermediate and completion dates, and/or number of work days, and other restrictions or conditions.

Project. The total construction of which the Work to be provided under the Contract Documents may be the whole, or part as indicated elsewhere in the Contract Documents.

Project Limits. The physical limits given in the Contract showing the points of beginning and ending of the Work included in the Project.

Project Manager. The person designated by the County to provide construction review and oversight of Contractor’s work on the Project and any other duties and responsibilities which would otherwise be assigned under this Contract to the Engineer.

Proposal. A Bidder’s written offer to perform Work at quoted prices.

Qualified Products List. A listing of specific materials which have been pre-qualified for use on Projects and is contained in the Materials Sampling Guide.

Seasonal Limitation. The time during which construction of Work items will be suspended unless otherwise specified in the Contract.

Special Provisions. The specific clauses setting forth conditions or requirements peculiar to the Project under consideration, covering Work and materials involved in the proposal and estimate which are not thoroughly or satisfactorily stipulated in the Standard Specifications or Supplemental Specifications.

Specifications. The Standard Specifications, Supplemental Specifications, Special Provisions, and all written or printed agreements and instructions pertaining to the method and manner of performing the Work, or to the quantities, or the qualities of the materials to be furnished under the Contract.

Standard Plans. Drawings approved for repetitive use, showing details to be used where appropriate. The Standard Plans that apply to the Project will be designated in the Contract.

Standard Specifications. All provisions and requirements contained in the 2012 edition of the Michigan Department of Transportation Standard Specifications for Construction.

Subcontract. An agreement to execute a part of the Contract Work made between the Contractor and an individual, firm or corporation having a direct Contract with the Contractor or with any other Subcontractor for the performance of a part of the Work on the Project.

Subcontractor. An individual, firm or corporation having a direct Contract with the Contractor or with any other Subcontractor for the performance of a part of the Work on the Project.

Substantial Completion. The point at which construction is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Project for the use for which it is intended. This occurs when (a) the portion of the Work is designated in a Certificate of Substantial Completion prepared by the Engineer, (b) appropriate public authorities authorize the occupancy or use, and (c) occupancy or use is authorized by all applicable local, state, and federal laws. The date of Substantial Completion shall be established by a certificate of Substantial Completion signed by the Owner and Contractor. The Certificate shall list the items to be completed or corrected, and establish the time for their completion and correction within the time frame for the Date of Final Completion.

Superintendent. The executive representative designated by the Contractor to be present on the Project during the progress of the Work; who shall be the authorized representative of the Contractor and who shall receive and fulfill instructions from the Engineer, and supervise and direct the operations of the Contractor or Subcontractors.

Supplemental Specifications. Special written or printed clauses supplemental to or superceding the Standard Specifications setting forth requirements peculiar to the specific Work included in the Contract.

Surety. The individual or corporate body which is authorized to do business in the State of Michigan and which is bound with and for the Contractor for the acceptable performance of the Contract and for the payment of all lawful debts incurred in fulfilling the Contract.

Utility. Properties of railway, telegraph, telephone, water, sewer, electric, gas, petroleum, cable television and similar companies.

Wayne County Code. The complete codification of the general and permanent ordinances of the County of Wayne, Michigan, copies of which can be found at the Purchasing Office, 500 Griswold Street, Detroit, MI 48226.

Work. The entire completed construction or the various separately identifiable parts thereof required to be furnished under the Contract Documents. Work includes and is the result of performing or furnishing labor and furnishing and incorporating materials and equipment into the construction, and performing or furnishing services and furnishing documents, all as required by the Contract Documents, Change Orders, Contract Modifications, and any other documents upon which Work is performed on the Contract.

Work Day Contract. A Contract where the time required to physically complete the Project is designated by the number of work days.

Working Day. Any day when, as determined by the Engineer, it is possible for the Contractor to effectively carry out Work on the Project.

Working Drawing(s). Supplemental design sheets or similar data that the Contractor may be required to submit to the Engineer. Examples of these include, but are not limited to, stress sheets, shop drawings, erection plans, falsework plans, framework plans, cofferdam plans, and bending diagrams for reinforcing steel.

Work Order. A written order by the Engineer requiring performance by the Contractor.

SECTION 102. SURETY AND INDEMNIFICATION

102.01 Bonds Required

The Contractor has furnished a satisfactory Performance Bond executed by the Contractor and its Surety (upon forms provided by the County) guaranteeing performance of the Work in accordance with the intent of the Plans and Specifications and the terms of the Contract as provided by law.

The Contractor has furnished a satisfactory Payment Bond executed by the Contractor and its Surety (upon forms provided by the County) guaranteeing the payment of all labor and material claims in connection with the Work as provided by law.

If, in the opinion of the County of Wayne, the financial position of the Surety shall no longer serve the best interest of the County and the public is no longer adequately protected, the County may require the Contractor to provide a new acceptable Surety. The Contractor shall not be reimbursed for substitution of the new Surety.

102.02 Indemnification

To the fullest extent permitted by law, the Contractor hereby assumes entire responsibility and liability for any and all damage or injury of any kind or nature whatsoever (including death resulting therefrom) to all third persons, whether employees of any tier of the Contractor or otherwise, and to all real or personal property of third parties, and for all environmental claims, liabilities, demands, obligations, and actions at law and equity of third parties and for all other economic losses, including, but not limited to, loss of use and loss of revenue of third parties caused by, resulting from, arising out of or occurring in connection with Contractor's representations, performance or obligations under this Contract, or in preparation for the services to be provided under this Contract, or any extension, modification, or amendment to the services provided by Change Order, Contract Modification or otherwise, or violation of any Environmental Law or improper use of Hazardous Materials. The Contractor shall indemnify, defend and hold harmless the County from and against all such liability, damages, obligations, penalties, claims, costs, charges and expenses (including, without limitation, fees and expenses of attorneys, expert witnesses and other consultants), excepting claims arising solely from the gross negligence of the County. Nothing in this Section, or elsewhere in this Contract, shall be deemed to relieve the Contractor of its duty to defend the County, as specified herein, pending a determination of the respective liabilities of the Contractor and the County, by legal proceeding or agreement. The County will cooperate with the Contractor in the defense against the suit. In no event shall the Contractor make any admission of guilt or liability on behalf of the County without the County's prior, written consent. Contractor's obligation to indemnify under this Article arises whether the damage or injury is caused by Contractor and/or any of its subcontractors or agents or anyone employed directly or indirectly by any of them or by anyone for whose acts any of them may be liable.

For purposes of this Article, the term "County" includes the County of Wayne and all other associated, affiliated, or subsidiary agencies, branches, divisions, or departments, now existing or to be created, and their respective agents, employees, officers, directors and elected officials.

Contractor's indemnity obligation applies irrespective of whether the claim, damage, liability or expense is based on breach of contract, breach of warranty, negligence, strict liability, or other tort. This indemnity survives delivery and acceptance of all services provided under this Contract.

If Contractor provides services to County on County's premises, Contractor will examine the premises to determine whether they are safe for such services and will advise County promptly of any situation it deems to be unsafe. Contractor exclusively shall be responsible for, shall bear, and shall relieve County from liability for all loss, expense, damage or claims resulting from bodily injury, sickness or disease, including death at any time resulting therefrom, sustained by any person or person, or on account of damage to or destruction of property, including that of County, arising out of, or in connection with the performance of any services on County's premises except that Contractor shall not be responsible for or relieve County from liability for claims arising solely from the gross negligence of the County.

Contractor's employees, subcontractors and agents (a) will not possess, use, sell or transfer illegal drugs, medically unauthorized drugs or controlled substances, or unauthorized alcohol, and will not be under the influence of alcohol or drugs on County's premises and (b) must comply with the County's Administrative Personnel Order 1-2001 (a copy of which may be obtained from the County) prohibiting, among other things, the carrying of firearms, concealed or not, on County's premises.

All royalties or other charges for any Contractor provided patent, copyright, trademark, trade secret, or other proprietary right to be used in the performance of the Services shall be considered as included in the price of the Services. Contractor warrants that any products sold or processes used in the performance of this Contract do not infringe upon or violate any patent, copyright, trademark, trade secret or any other proprietary rights of any third party. If a third party makes a claim against the County, the County must promptly notify the Contractor. The Contractor must defend the claim in the name of the County, at the Contractor's expense. The County will cooperate with the Contractor and/or its suppliers in the defense against the suit. In no event shall Contractor make any admission of guilt or liability on behalf of the County without the County's prior, written consent. The Contractor must indemnify the County against any loss, cost, expense or liability arising out of the claim, whether or not the claim is successful.

If the County's use of any portion of the products or documentation provided by Contractor as part of its Services under this Contract is enjoined by a court of competent jurisdiction, Contractor shall at its option and expense and within five (5) days of the enjoinment:

(a) Procure for the County the right to use such infringing portion;

(b) Replace such infringing portion with a non-infringing portion providing equivalent functionality; or

(c) Modify the infringing portion so as to eliminate the infringement while providing equivalent functionality.

Contractor may delegate its responsibilities under this Article to the manufacturer of the allegedly infringing product, provided Contractor has received the advance, written consent of the County.

Such consent will not be unreasonably withheld or delayed.

Contractor and anyone directly or indirectly employed or otherwise retained by it shall (a) comply with all Environmental Laws in connection with the performance of this Contract and (b) not use any Hazardous Materials in connection with the performance of the Contract in such manner as would violate any Environmental Law or would cause any damage or risk of any damage to the environment, or in such manner as to leave any residue which could be hazardous to persons or property or cause liability to the County. The indemnity obligations of this Article shall apply to any and all losses, injuries, claims, actions (at law or in equity), proceedings, liabilities, demands, obligations, fines, penalties, cost and expense, including legal fees and disbursements, resulting from, arising out of or occurring in connection with the Contractor's violation of this Section.

In the event that any claim for damages is made, asserted or threatened against the County and/or its officers, agents, employees or elected officials and/or a lien is recorded against the County's property as a result of the Contractor's failure to pay for any labor, services, materials, equipment, taxes or other items or obligations furnished or incurred for or in connection with the Services to be provided under this Contract, upon written notice, the County may withhold from any payments due or to become due to the Contractor under this Contract an amount sufficient, in its judgment, to (1) satisfy, discharge, and/or defend against any such claim or any action which may be brought or judgment which may be recovered thereon, (2) make good any such nonpayment, damage, failure or default, and/or (3) compensate the County for and indemnify and hold it harmless against any and all losses, liability, damages, costs and expenses, including legal fees and costs, which may be sustained or incurred in connection therewith. If the amounts withheld under the Contract are insufficient to compensate the County for its losses, damages, costs and expenses, the County may require the Contractor to make immediate payment of any such deficiency or offset such deficiency against the compensation to be paid the Contractor in any concurrent, successive or future contracts between the parties.

In furtherance of but not in limitation of the indemnity provisions in this Contract, the Contractor hereby expressly and specifically agrees that its obligation to indemnify, defend and save the County harmless as provided in this Contract shall not in any way be affected or diminished by any statutory or constitutional immunity it enjoys from suits by its own employees or from limitations of liability or recovery under worker's compensation laws.

The Contractor further agrees that this indemnity does not constitute or act as a waiver of any governmental immunity the County, its agencies, officers, employees, agents or elected officials enjoy under applicable statutory or common law.

102.03 Waiver of Subrogation

The Contractor shall waive any rights of subrogation for personal injury or property damage against the County of Wayne, its employees and agents arising from this Contract. In the event of any payment by any insurer of the Contractor under any policy of insurance, the insurer of the Contractor shall not be subrogated to any of the Contractor's rights of recovery therefore against the County of Wayne, its employees and agents; and the Contractor shall neither execute nor deliver instruments and papers nor do anything whatever to secure any such rights for the insurer of the Contractor. The Contractor shall do nothing after loss to secure such rights for the benefit of the insurer against the County of Wayne, its employees and agents. The Contractor waives any and all rights of recovery against the County of Wayne, its employees and agents for insured losses occurring to any property insured by the Contractor arising from this Contract.

The County of Wayne shall not, under any circumstances, be liable to the Contractor or any person for any personal injury or property damage occasioned by any defect or malfunction of equipment or property, or from the escape of steam or water, or for any damage or injury occasioned by water or ice being on the premises or Work site or coming from any source. The Contractor shall be solely responsible for providing all services and products arising from this Contract in a safe and proper fashion as specified in the section “Protection of Persons and Property.”

The Contractor will be solely and completely responsible for conditions of the job site, including safety of all persons and property during the performance of the Work. This requirement will apply continuously and not be limited to normal Working hours.

The Contractor shall furnish such watchmen, guards, fences, warning signs, lights and walkways, and shall take all other precautions as shall be necessary to prevent damage to persons or property. All structures and improvements in the vicinity of the Work shall be protected by the Contractor, and if such property is damaged, injured or destroyed by the Contractor, his employees, Subcontractors, or agents, it shall be restored to a condition as good as when he entered upon the Work.

The safety provisions of applicable laws, including but not limited to building and construction codes, shall be observed. Machinery, equipment, and all hazards shall be guarded (or hazards eliminated) in accordance with the safety provisions of the latest edition and any supplements thereto of the Manual of Accident Prevention in Construction, heretofore published by the Associated General Contractors of America, to the extent that such provisions are not in contra-vention to applicable law.

The duty of the Engineer to conduct construction inspections of the Contractor's performance is not intended to include review of the adequacy of the Contractor's safety measures in, on or near the construction site or sites.

102.04 Insurance

(a) Insurance Required of the Contractor: Prior to commencement of the Work, the Contractor shall purchase and maintain and ensure that any Subcontractor hired by the Contractor purchases and maintains, during the term of the Project such insurance as will protect him/her, the County, and the Engineer from claims, demands and lawsuits arising out of the Work described in this Contract and performed by the Contractor, Subcontractors(s), or Sub-Subcontractors. Nothing contained in these insurance requirements is to be construed as limiting the extent of the Contractor or any of its Subcontractor’s responsibility for payment of damages resulting from his/her operations under this Contract. The Contractor shall advise all insurance companies to familiarize themselves with the conditions and provisions of this Contract dealing with waiver of subrogation, insurance and indemnification, and failure of the Contractor to so notify the aforesaid insurance companies shall in no way relieve these aforesaid insurance companies from their obligation under this Contract.

If the County of Wayne or the Engineer shall determine that the insurance requirements contained in this Contract are no longer sufficient to protect the County of Wayne, the County of Wayne or the Engineer may require the Contractor to obtain additional insurance. The Engineer and the Contractor shall agree upon the price or sum for this additional insurance which shall not be greater than the price that the Contractor pays for the aforesaid additional insurance.

The insurance shall provide that the inclusion of more than one corporation, person, organization, firm or entity as a named insured or an additional insured in the policy shall not in any way affect the rights of any such corporation, person, organization, firm or entity either as respects any claim, demand, suit or judgment made or brought by or in favor of any other named insured or additional insured, or by, or in favor of any employee of such other insured or additional insured.

This policy shall insure each such corporation, person, firm or entity in the same manner as though a separate policy had been issued to each; but nothing herein contained shall operate to increase the insurance company’s or insurance companies’ liability as set forth elsewhere in this policy beyond the amount or amounts for which the insurance company or insurance companies would have been liable if only one person or interest had been named as insured.

The Contractor shall purchase and maintain and ensure that any Subcontractor hired by the Contractor purchases and maintains the following insurance:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Contract or the general aggregate limit shall be twice the required occurrence limit.

2. Umbrella or Excess Liability Policy in an amount not less than $5,000,000. Umbrella or Excess policy wording shall be at least as broad as the primary or underlying policy(ies) and shall apply both to the Contractor’s general liability and to its automobile liability insurance and shall be written on an occurrence basis. The County, officials, employees and others as may be specified in any "Special Conditions” shall be named as an additional insured under this policy.

3. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage.

4. Workers’ Compensation insurance as required by the State of Michigan, with Statutory Limits, and Employer’s Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease.

5. Professional Liability/Errors & Omissions (if Design/Build) Insurance appropriate to the Contractor’s profession, with limits no less than $3,000,000 per occurrence or claim, $3,000,000 aggregate.

7. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability (if project involves environmental hazards) with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

If the Contractor maintains higher limits than the minimum insurance coverage required in Section 102.04(a), the Contractor shall maintain the coverage for the higher insurance limits for the duration of this Agreement.”

(b) Insurance - Other Requirements

1. Additional Insured Status. The County, its officers, officials, employees, volunteers, and others as may be specified in any "Special Conditions” shall be additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).

2. Primary Coverage. For any claims related to this Contract, the Contractor’s insurance coverage shall be primary insurance as respects the County, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the County, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

3. Notice of Cancellation. Each insurance policy shall state that coverage shall not be canceled, except with notice to the County.

4. Waiver of Subrogation. Contractor grants to the County a waiver of any right to subrogation which any insurer of the Contractor may acquire against the County by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the County has received a waiver of subrogation endorsement from the insurer.

5. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the County. The County may require the Contractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

6. Qualification of Insurers. All insurance must be effected under valid and enforceable policies, issued by recognized, responsible insurers qualified to conduct business in Michigan which are well-rated by national rating organizations. All companies providing the coverage required shall be licensed or approved by the Insurance Bureau of the State of Michigan and shall have a policyholder’s service rating no lower than A:VII as listed in A.M. Best’s Key Rating guide, current edition or interim report.

7. Claims-made Policies. If any of the required policies provide coverage on a claims-made basis:

i. The Retroactive Date must be shown and must be before the date of the Contract or the date the Contractor starts to perform the services.

ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Contract.

iii. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Contract work.

8. Verification of Coverage. Contractor shall furnish the County with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this Article. The County shall receive and approve all certificates and endorsements before the Contractor begins providing services. Failure to obtain the required documents prior to commencement of services shall not waive the Contractor's obligation to provide them. The County reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by the Article, at any time.

9. Subcontractors. Contractor shall require and verify that all subcontractors maintain insurance satisfying all the stated requirements, and Contractor shall ensure that the County is an additional insured on insurance required from subcontractors.

10. Special Risks or Circumstances. The County reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

11. Certificates of Insurance. The Contractor must submit certificates evidencing the insurance to the Risk Management Division at the time the Contractor executes the Contract, and at least fifteen (15) days prior to the expiration dates of expiring policies.

12. Surety Bonds. The Contractor shall provide the following Surety Bonds: 1) Bid bond; 2) Performance bond; 3) Payment bond; 4) Maintenance bond. The payment bond and the performance bond shall be in a sum equal to the contract price. If the performance bond provides for a one year warranty a separate Maintenance Bond is not necessary. If the warranty period specified in the contract is for longer than one year a Maintenance Bond equal to 10% of the contract price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of Michigan and secured through an authorized agent with an office in Michigan.

SECTION 103. SCOPE OF WORK

103.01 Intent of the Plans, Specifications and Contract

The intent of the Plans, Specifications and Contract is to provide for the completion of the Work in substantial compliance with the details as shown thereon and as described herein. The Contractor shall furnish all labor, materials, equipment, tools, transportation and necessary supplies, and shall perform all operations required to complete the Work in accordance with the Specifications and the Plans, by Change Order or by Contract Modification.

The Contractor shall have the affirmative responsibility to carefully study and compare the Contract Documents with each other and with information furnished by the County. The Contractor shall have the responsibility to immediately report to the County errors, inconsistencies or omissions discovered. If the Contractor performs any construction Work knowing it involves a recognized error, inconsistency or omission in the Contract Documents without such notice to the County, the Contractor shall assume appropriate responsibility for such performance and shall bear an appropriate amount of the attributable costs for correction.

103.02 Construction Schedule

The construction schedule or critical path method (CPM) as required in the Invitation For Bid shall be submitted, prior to the pre-construction conference, for review and approval by the county Engineer. Updated construction schedules shall be supplied to the County with each application for payment.

An updated construction schedule will always be supplied when any extension of the Contract Time has been granted by the County. Failure to provide any requested update of the construction schedule is grounds for termination.

The Contractor shall prepare and keep current, for the County’s approval, a schedule of submittals which is coordinated with the Contractor’s construction schedule and allows the County reasonable time to review the submittals.

Approval by the Engineer of any construction schedule indicating completion of the Work in less time than allotted by the Bid forms shall not be construed as an acknowledgment, either express or implied, that the Work can be completed within the time shown on this schedule, and shall not under any circumstances give rise to a cause of action for damages by the Contractor.

103.03 Estimate of Quantities

The quantities as shown in the Bid forms may be approximate and are given only as a basis of calculation for comparing Bids and awarding Contracts. The County does not guarantee that the actual quantities involved will correspond with the estimate. The Contractor shall be responsible for confirming all quantities prior to submitting a bid, including all incidental work as may be required to complete the Project as described in the Plans and Specifications.

103.04 Changes (Increased or Decreased Quantities)

The Engineer may, at any time, direct changes in quantities and alterations in the Work as are necessary to satisfactorily complete the Project. Such changes in quantities shall not invalidate the Contract or release the Surety, and the Contractor shall perform the Work as altered.

When a major item of work is increased in excess of one hundred twenty-five percent (125%) or decreased below seventy-five percent (75%) of the original Contract quantity an Adjustment, excluding anticipated profit, shall be negotiated to the Contract. The basis for the Adjustment shall be agreed to prior to the performance of the Work. If the basis cannot be agreed upon, then an Adjustment will be made either for or against the Contractor in such amount as the Engineer may determine to be fair and equitable, subject to the provision of Subsection 103.08, titled “Pricing Adjustments”. The allowances for increases in quantity shall apply only to that portion in excess of one hundred twenty-five percent (125%) of the original Contract Item quantity, or in the case of decrease below seventy-five percent (75%), to the actual amount of Work performed.

103.05 Modifications (Extra Work)

If, during the performance of the Contract, it shall become necessary or desirable for the proper completion of the Work to order modifications to the Work or material furnished, which are not susceptible to classification under the schedule of prices Bid, the Contractor shall, if authorized in writing by the Engineer, approved by the Director or Deputy Director of the Department of Public Services, Parks Division or his/her designee and if signed by the Director of Purchasing or his/her designee, do and perform such Work and furnish such materials. The Engineer shall order the Contractor to complete the work and an equitable adjustment will be authorized as provided in Subsection 103.08, titled “Pricing Adjustments.”

103.06 Alteration in Character of the Work

Should the Contractor encounter or the Engineer discover, during the progress of the Work, physical conditions at the site differing materially from those shown on the Plans and Proposal or unknown physical conditions of a nature differing materially from those generally recognized as Work of the character provided for in the Contract, the Engineer shall be promptly notified in writing by the Contractor…