B1 A101-2017 RFP 01132025 (clean).pdf

AIA

Document A101TM – 2017 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 13:39:58 ET on 04/19/2019 under Order No.0245841928 which expires on 09/17/2019, and is not for resale.

User Notes: (1448767033)

ADDITIONS AND DELETIONS:

The author of this document has added information needed for its completion.

The author may also have revised the text of the original AIA standard form.

An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed.

This document has important legal consequences.

Consultation with an attorney is encouraged with respect to its completion or modification.

The parties should complete A101™–2017, Exhibit A, Insurance and Bonds, contemporaneously with this Agreement. AIA Document A201™–2017, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified.

ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document.

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

BETWEEN the Owner:

(Name, legal status, address and other information)

Harbor Springs Public Schools 800 S. State Street Harbor Springs, Michigan 49740 and the Contractor:

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

(Name, location and detailed description)

Harbor Springs Public Schools Campus Renovations – 2022 Bond Program.

«Harbor Springs High School Auditorium Renovation Project PAC Lighting, Rigging, and Drapery Renovations.»

The Consultant (also referred to as the “Architect” herein):

(Name, legal status, address and other information)

«R. Blain Consulting LLC »« » 22813 Overlake Street Saint Clair Shores, Michigan 48080 » «(313) 316-5639 »

The Owner and Contractor agree as follows.

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 13:39:58 ET on 04/19/2019 under Order No.0245841928 which expires on 09/17/2019, and is not for resale.

TABLE OF ARTICLES

1 THE CONTRACT DOCUMENTS

2 THE WORK OF THIS CONTRACT

3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

4 CONTRACT SUM

5 PAYMENTS

6 DISPUTE RESOLUTION

7 TERMINATION OR SUSPENSION

8 MISCELLANEOUS PROVISIONS

9 ENUMERATION OF CONTRACT DOCUMENTS

EXHIBIT A INSURANCE AND BONDS

ARTICLE 1 THE CONTRACT DOCUMENTS

The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary, and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. An enumeration of the Contract Documents, other than a Modification, appears in Article 9.

ARTICLE 2 THE WORK OF THIS CONTRACT

The Contractor shall faithfully, competently, and fully execute the Work described in the Contract Documents or reasonably inferable as necessary, or incidental, to produce the results intended by the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. Except as expressly provided for in the Contract Documents to the contrary, the Contractor, at its sole cost, risk, and expense shall construct, install, equip, provide, purchase, pay for, and furnish all of the Work in accordance with the Contract Documents and governmental codes and regulations as they apply to the performance of the Work.

ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

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

(Check one of the following boxes.)

[ « » ] The date of this Agreement.

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

[ « X » ] Established as follows:

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

«March 11, 2025. »

If a date of commencement of the Work is not selected, then the date of commencement shall be the date set forth in a notice to proceed issued by the Owner.

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

§ 3.3 Substantial Completion

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 13:39:58 ET on 04/19/2019 under Order No.0245841928 which expires on 09/17/2019, and is not for resale.

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

(Check one of the following boxes and complete the necessary information.)

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

[ « X » ] By the following date: «July 31, 2025.»

[ « » ] As outlined in Exhibit F – Preliminary Project Milestone Schedule: « »

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

Portion of Work Substantial Completion Date

§ 3.3.3 If the Contractor fails to achieve Substantial Completion as provided in this Section 3.3, liquidated damages, if any, shall be assessed as set forth in Section 4.5.

ARTICLE 4 CONTRACT SUM

§ 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of the Contract. The Contract Sum shall be « » ($ « » ), subject to additions and deductions as provided in the Contract Documents, which is broken down as follows:

Section 11 6133 – Stage Equipment (Rigging and Draperies) Base Bid (Including Shipping): $ Bonding for Base Bid: $ Alternate #2 (Including Shipping): $ Bonding for Alternate #2: $ Section 11 6163 – Stage Equipment (Theatrical Lighting) Base Bid (Including Shipping): $ Bonding for Base Bid: $ Alternate #1 (Including Shipping): $ Bonding for Alternate #1: $ Alternate #3 (Including Shipping): $ Bonding for Alternate #3: $ Section 26 5561 – Electrical (Theatrical Lighting Control) Base Bid (Including Shipping): $ Bonding for Base Bid: $ Alternate #1 (Including Shipping): $ Bonding for Alternate #1: $ Section 27 4100 – Audio/Visual Alternate #4 (Including Shipping): $ Bonding for Alternate #4: $ .

§ 4.2 Alternates § 4.2.1 Alternates, if any, included in the Contract Sum:

Item Price Alternate #1 - Lighting Infrastructure Upgrades to include integration of independent network data systems enabling use of multiple (at least ten) DMX universes

Alternate #2 - Replace All Existing Draperies Alternate #3 - include both static and automated LED lighting fixtures Alternate #4 - include a Yamaha mixing console along with a compatible Stage Box

§ 4.2.2 The Contract Sum does not include the following alternates, which are described in the Contract Documents and may be accepted by the Owner in writing; provided, however, that the Contractor shall furnish the Owner with

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 13:39:58 ET on 04/19/2019 under Order No.0245841928 which expires on 09/17/2019, and is not for resale.

no less than fourteen (14) days’ prior written notice of the date upon which any of the alternates set forth below in this Section 4.2.2 must be accepted by the Owner in order for the Contractor to perform the Work covered by such alternates for the price set forth below in this Section 4.2.2 and without any adjustment to a milestone date or in the Contract Time.

(Insert below each alternate and the conditions that must be met for the Owner to accept the alternate.)

Alternate #1 - Lighting Infrastructure Upgrades to include integration of independent network data systems enabling use of multiple (at least ten) DMX universes

Alternate #2 - Replace All Existing Draperies Alternate #3 - include both static and automated LED lighting fixtures Alternate #4 - include a Yamaha mixing console along with a compatible Stage Box

§ 4.3 Allowances, if any, included in the Contract Sum:

(Identify each allowance.)

§ 4.4 Unit prices, if any, are set forth in the "Schedule of Unit Prices" attached hereto and made part of this Agreement as Exhibit C. Such Unit prices are considered complete and include: (i) all materials, equipment, labor, delivery, installation, overhead, and profit; and (ii) any and all other costs or expenses in connection with, or incidental to, the performance of that portion of the Work to which such unit prices apply.

§ 4.5 Liquidated Damages Reserved.

§ 4.6 For any adjustments to the Contract Sum that are based on pricing other than a unit price method, the Contractor agrees to charge and accept a mark-up of not more than «ten» percent («10»%) on the Cost of the Work for the Work covered by the Change Order as the sole mark-up for the Contractor’s overhead and profit. Mark-up for all subcontractor overhead and profit for Change Orders shall not exceed «five» percent («5»%) of the subcontractor direct cost.

ARTICLE 5 PAYMENTS

§ 5.1 Progress Payments § 5.1.1 Based upon properly completed and supported Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment properly issued by the Architect and not objected to by the Owner, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents.

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

§ 5.1.3 Provided that an Application for Payment is received by the Architect not later than the last day of a month, the Owner shall make payment of the undisputed amounts certified to the Contractor not later than the last day of the following month. Unless otherwise required by law, if an Application for Payment is received by the Architect after the application date fixed above, payment of the amount certified shall be made by the Owner not later than forty-five ( 45 ) days after the Architect receives the Application for Payment.

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

§ 5.1.4 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form, and supported by such data to substantiate its accuracy, as the Architect or Owner may require. This schedule of values shall be used as a basis for reviewing the Contractor’s Applications for Payment.

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 13:39:58 ET on 04/19/2019 under Order No.0245841928 which expires on 09/17/2019, and is not for resale.

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

§ 5.1.6 In accordance with AIA Document A201™–2017, General Conditions of the Contract for Construction, and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows:

§ 5.1.6.1 The amount of each progress payment shall first include:

.1 That portion of the Contract Sum properly allocable to completed Work;

.2 That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction, or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; and

.3 That portion of Construction Change Directives that the Architect determines, in the Architect’s professional judgment, to be reasonably justified.

§ 5.1.6.2 The amount of each progress payment shall then be reduced by:

.1 The aggregate of any amounts previously paid by the Owner;

.2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201–2017;

.3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay;

.4 For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A201–2017; and

.5 Retainage withheld pursuant to Section 5.1.7.

§ 5.1.7 Retainage § 5.1.7.1 To the extent permitted by law, for each progress payment made prior to Substantial Completion of the Work, the Owner may withhold the following amount, as retainage, from the payment otherwise due:

(Insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing law.)

Ten percent (10%).

§ 5.1.7.1.1 The following items are not subject to retainage:

(Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc.)

Not Applicable.

§ 5.1.7.2 Reduction or limitation of retainage, if any, shall be as follows:

(If the retainage established in Section 5.1.7.1 is to be modified prior to Substantial Completion of the entire Work, including modifications for Substantial Completion of portions of the Work as provided in Section 3.3.2, insert provisions for such modifications.)

.1 The Owner, in its sole discretion but after consulting with the Contractor and Architect, may release retainage for a trade or subcontractor at any time.

.2 When the Owner agrees the Work is fifty percent complete, retainage withheld from payments to the Contractor Manager shall be reduced to five percent (5%), except that if Owner determines in its sole discretion that performance of the Work has not progressed in a timely manner or otherwise has not been performed as required by the Contract Documents, the Owner may elect to continue to subject future payments for the Work on the Project, or as applicable, the Work of any particular Subcontractor, to retainage of ten percent (10%) and not release any portion of retained amounts as provided above.

§ 5.1.7.3 Upon final completion of the Work, the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 5.1.7.

§ 5.1.8 If final completion of the Work is materially delayed through no fault of the Contractor, the Owner shall pay the Contractor any additional amounts in accordance with Article 9 of AIA Document A201–2017.

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 13:39:58 ET on 04/19/2019 under Order No.0245841928 which expires on 09/17/2019, and is not for resale.

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

§ 5.2 Final Payment § 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when

.1 the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct Work as provided in Article 12 of AIA Document A201–2017, and to satisfy other requirements, if any, which extend beyond final payment; and

.2 a final Certificate for Payment has been issued by the Architect.

§ 5.2.2 The Owner’s final payment to the Contractor shall be made in accordance with Section 5.1.3.

§ 5.2.3 Amounts withheld from the final payment to cover any incomplete work are not considered retainage and shall not be paid to the Contractor until the work is actually completed and accepted by the Owner. Such withholdings shall not be less than 150% of the estimated cost to the complete the Work.

§ 5.2.4 The Owner shall have the right to deduct from the Final Payment due the Contractor all costs, including additional fees paid to Owner’s consultants, which the Owner incurred as result of and attributed to Contractor’s failure to fully complete and/or closeout the Project within sixty (60) days following Substantial Completion.

§ 5.3 Interest Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below:

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

ARTICLE 6 DISPUTE RESOLUTION

§ 6.1 Initial Decision Maker The Architect will serve as the Initial Decision Maker pursuant to Article 15 of AIA Document A201–2017, unless the parties appoint below another individual, not a party to this Agreement, to serve as the Initial Decision Maker.

(If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.)

§ 6.2 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation pursuant to Article 15 of AIA Document A201–2017, the method of binding dispute resolution shall be as follows:

(Check the appropriate box.)

[ ] Arbitration pursuant to Section 15.4 of AIA Document A201–2017

[ X ] Litigation in a court of competent jurisdiction, unless otherwise mutually agreed to by the parties.

[ ] Other (Specify)

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

ARTICLE 7 TERMINATION OR SUSPENSION

§ 7.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201–2017.

§ 7.1.1 If the Contract is terminated for the Owner’s convenience in accordance with Article 14 of AIA Document A201–2017, then the Owner shall pay the Contractor a termination fee as follows:

(Insert the amount of, or method for determining, the fee, if any, payable to the Contractor following a termination for the Owner’s convenience.)

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 13:39:58 ET on 04/19/2019 under Order No.0245841928 which expires on 09/17/2019, and is not for resale.

The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause. The Contractor shall be entitled to receive payment for Work properly executed prior to termination.

§ 7.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201–2017.

ARTICLE 8 MISCELLANEOUS PROVISIONS

§ 8.1 Where reference is made in this Agreement to a provision of AIA Document A201–2017 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents.

§ 8.2 The Owner’s designated representative:

(Name, address, email address, and other information)

Brad Plackemeier, Superintendent Harbor Springs Public Schools 800 S. State Street Harbor Springs, MI 49740

§ 8.2.1 The Owner’s Representative Consultant. The Owner has engaged Plante Moran Realpoint, LLC ("PMR") as an Owner’s Representative Consultant and on the Project. The Contractor shall keep the Owner and PMR informed in matters regarding the Project. Unless otherwise provided in this Agreement specifically authorized by the Owner, the Owner’s Representative Consultant is not authorized to commit the Owner in matters regarding the Work, regarding changes in the Work, Construction Schedule, or grant approval on behalf of the Owner. The Owner reserves for itself the sole right to make decisions in matters regarding the Project. The Owner’s Representative Consultant for this Project is:

(Name, address, email address, and other information)

«Robert Stempien » «Plante Moran Realpoint, LLC » «3000 Town Center; Suite 100» «Southfield, MI 48075 robert.stempien@plantemoran.com»; (248) 603-5252

§ 8.3 The Contractor’s representative:

(Name, address, email address, and other information)

§ 8.4 Neither the Owner’s nor the Contractor’s representative shall be changed without ten (10) days’ prior notice to the other party.

§ 8.5 Insurance and Bonds § 8.5.1 The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document A101™– 2017, Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum, Exhibit A, Insurance and Bonds, and elsewhere in the Contract Documents.

§ 8.5.2 The Contractor shall provide bonds as set forth in AIA Document A101™–2017 Exhibit A, and elsewhere in the Contract Documents.

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 13:39:58 ET on 04/19/2019 under Order No.0245841928 which expires on 09/17/2019, and is not for resale.

§ 8.6 Notice in electronic format, pursuant to Article 1 of AIA Document A201–2017, may be given in accordance with AIA Document E203™–2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below:

(If other than in accordance with AIA Document E203–2013, insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission.)

§ 8.7 Other provisions:

§ 8.7.1 The Contractor’s key team members are:

(List of key staff members assigned to the Project and their respective roles) Team Member Name Assignment Contact Information (Mobile Phone & e-Mail) << Insert Team Members’ information >>

§ 8.7.1.1 The services of the Contractor’s key team members are deemed to be personal in nature as to these key team members, and the continuity in the Project’s team is valuable to the Owner. Therefore, the Contractor shall not substitute a key team member for convenience without the Owner’s prior written approval which shall be at the Owner’s sole discretion.

§ 8.7.1.2 Because the substitution of the Contractor’s key team members will result in extensive damages and serious loss, that the Contractor and Owner understand and agree are impractical and difficult to calculate, if the Contractor substitutes a key team member for its convenience without the Owner’s prior written approval the Owner and Contractor have established the liquidated damages in Section 8.7.1 which sets forth a reasonable estimate of the damages that the Owner will incur as a result.

§ 8.7.1.3 If the Contractor substitutes a key team member for its convenience without the Owner’s prior written approval, the Owner shall be entitled to recover from the Contractor, as liquidated damages and not as a penalty, the following:

Ten percent (10%) of the Contract Sum for each key team member replaced for convenience without the Owner’s prior written approval. Notwithstanding the Owner’s recovery of the liquidated damages in this section, the Owner shall have the right to select the replacement for the key team member in accordance with this Section 8.7.1.

§ 8.7.1.4 If a key team member is substituted for any reason, the Owner shall have the right to interview and select alternate Team member(s) employed by the Contractor to replace the unavailable Team member. Contractor shall agree to provide the services of the alternate team member(s) selected by Owner.

§ 8.7.1.5 Substitution of any key team member for any reason shall not entitle the Contractor to an increase of the Contract Time or the Contract Sum, however, where Contractors direct cost of the replacement key team members is less that key team member being replaced the Owner shall be entitled to a Change Order for a commensurate reduction in the Contract Sum.

§ 8.7.1.6 Substitution of any key team member for any reason shall not entitle the Contractor to an increase of the Contract Time, the Contract Sum, or the Guaranteed Maximum Price, however, where cost of the replacement key team members is less that key team member being replaced the Owner shall be entitled to a Change Order for a commensurate reduction in the Contract Sum or Guaranteed Maximum Price.

§ 8.7.2 The Contractor shall conduct a post-occupancy review eleven (11) months following the Date of Substantial Completion and thereafter provide call-back services for a period of twenty three (23) months.

§ 8.7.3 The Contractor shall develop a plan and to administer an effective labor relations program for the Project in order to ensure labor harmony and to avoid labor disputes during construction. The Owner does not and cannot require the Contractor to employ union labor on the Project. Therefore, if it is necessary that the Contractor enters into a project labor agreement to ensure labor harmony and avoid labor dispute during construction, the Contractor shall have the discretion to do so.

§ 8.7.4 Assignment.

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 13:39:58 ET on 04/19/2019 under Order No.0245841928 which expires on 09/17/2019, and is not for resale.

The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements, and obligations contained in the Contract Documents. Except as provided in the A201, neither party shall assign the Contract in whole or in part without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract.

§8.7.5 Public Projects § 8.7.5.1 The Owner is a not-for-profit entity/government unit and therefore procuring building materials and services may be exempt from federal, state, and local sales taxes. For tax exempt Projects such taxes shall not be included in the Contract Sum. Contractor shall verify with Owner in writing concerning the tax-exempt status of each Project. In the event Owner’s tax-exempt status changes during the course of the Project, Owner shall be liable for any sales taxes relating to the Project imposed upon Contractor or Owner as a result of such change in Owner’s tax status.

§ 8.7.5.2 The Owner, being a public body, shall render required decisions within a reasonable time after being requested to do so by the Contractor. The Contractor, assisted by the Architect, shall prepare and submit all recommendations for which approval is required by Owner as soon as reasonably possible unless another schedule is agreed to by the Owner, in writing. The Contractor shall not cause unreasonable delays in the orderly progress of work.

§ 8.7.5.3 Government Immunity. Notwithstanding any provisions within the Contract Documents, no provisions shall be deemed a waiver of any immunity granted the Owner, being a governmental unit.

§ 8.7.6 Program Management Software. The Owner plans to utilize a web-based collaborative program management project software to assist in the efficient communication of all Project information to pertinent team members. The selected e-Builder platform will be utilized for storage of all pertinent Project correspondence (Meeting Minutes, RFI’s, Submittals, Drawing set issuances, Bulletins, etc.), as well as for payment application and invoice processing, and change management approvals. All firms will be required to participate in e-Builder platform training and subsequent utilization of the software for their role and information transfer throughout the Project.

§8.7.7 The Contractor shall immediately notify the Owner in writing in the event of a potential or actual: (a) material change in ownership or structure of the Contractor; (b) intent to dissolve; (c) intent to otherwise cease active participation in the Project’s local marketplace; or (d) any other change in the Contractor’s circumstances that could reasonably give rise to concern on behalf of the Owner regarding the Contractor’s ability or willingness to fulfill any of its obligations under this Agreement (collectively a "Material Change in Circumstances"). In the event of a Material Change in Circumstances, the Contractor shall provide any reasonable assurance or guarantee requested by Owner. Owner shall have the right to terminate this Agreement for cause in the event of a Material Change in Circumstances.

§ 8.7.8 Protected Health Information.

Not Used.

§ 8.7.9 The Owner and Contractor acknowledge and agree that each have participated fully in the negotiation and preparation of this Agreement and that this Agreement shall not be more strictly construed against either party.

ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS

§ 9.1 This Agreement represents the entire and integrated agreement between the Owner and the Contractor and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and Contractor. This Agreement is comprised of the following documents identified below:

.1 AIA Document A101™–2017, Standard Form of Agreement Between Owner and Contractor, as modified for the Project

.2 AIA Document A101™–2017 Exhibit A, Insurance and Bonds, as modified for the Project

.3 AIA Document A201™–2017, General Conditions of the Contract for Construction, as modified

.4 All Drawings, issued by the Architect for construction, including all Addenda, incorporated herein by this reference, and including (but not necessarily limited to) the following:

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 13:39:58 ET on 04/19/2019 under Order No.0245841928 which expires on 09/17/2019, and is not for resale.

Number Title Date TL-1 Symbols and Notes November 27, 2024 TL-2 Drop box Details November 27, 2024 TL-3 1st Floor Demo November 27, 2024 TL-4 2nd Floor Demo November 27, 2024 TL-5 3rd Floor Demo November 27, 2024 TL-6 1st Floor Plan November 27, 2024 TL-7 2nd Floor Plan November 27, 2024 TL-8 3rd Floor Plan November 27, 2024 TL-9 As Built Riser November 27, 2024 TL-10 Riser Plan November 27, 2024

.5 All Specifications, issued by the Architect for construction including all Addenda, incorporated herein by this reference, and including (but not necessarily limited to) the following:

Section Title Date

DIVISION 00 – PROJECT BIDDING REQUIREMENTS

00 8500 Electronic File Transfer Agreement December 9, 2024

DIVISION 01 - GENERAL REQUIREMENTS

01 0400 Coordination December 9, 2024 01 2300 Alternates December 9, 2024 01 3233 Photographic Documentation December 9, 2024 01 3300 Submittal Procedures December 9, 2024 01 4000 Quality Requirements December 9, 2024 01 4200 References December 9, 2024 01 6000 Product Requirements – Substitutions and Options December 9, 2024 01 7300 Execution Requirements December 9, 2024 01 7329 01 7329 December 9, 2024

DIVISION 11 - SPECIALTIES

11 6133 11 6133 Stage Equipment – Rigging and Draperies December 9, 2024 11 6163 11 6163 Theatrical Lighting Equipment December 9, 2024

DIVISION 26 – ELECTRICAL

26 5561 26 5561 Theatrical Lighting Systems & Control December 9, 2024

.6 Addenda, if any:

Number Date Pages

Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are also enumerated in this Article 9.

.7 Other Exhibits:

(Check all boxes that apply and include appropriate information identifying the exhibit where required.)

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

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

[ « » ] The Sustainability Plan:

Title Date Pages

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 13:39:58 ET on 04/19/2019 under Order No.0245841928 which expires on 09/17/2019, and is not for resale.

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

Document Title Date Pages

.8 Other documents, if any, listed below:

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

Document A201™–2017 provides that the advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor’s bid or proposal, portions of Addenda relating to bidding or proposal requirements, and other information furnished by the Owner in anticipation of receiving bids or proposals, are not part of the Contract Documents unless enumerated in this Agreement. Any such documents should be listed here only if intended to be part of the Contract Documents.)

Exhibit A – AIA Document A101™–2017 Exhibit A, Insurance and Bonds, as modified Exhibit B – Schedule of Values Exhibit C – Unit Prices Exhibit D – Allowances included in the Contract Sum Exhibit E – List of Subcontractors and Suppliers Exhibit F – Not Used Exhibit G – Contractor’s Certificate of Insurance and Bonds

AIA Document A101™ – 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 13:39:58 ET on 04/19/2019 under Order No.0245841928 which expires on 09/17/2019, and is not for resale.

This Agreement entered into as of the day and year first written above.

HARBOR SPRINGS PUBLIC SCHOOL DISTRICT, __________________________________________., OWNER (Signature)

CONTRACTOR (Signature)

Brad Plackemeier, Superintendent (Printed name and title ) (Printed name and title )

(date) (date)