BPS Bid Package No. 8 BID DOCUMENTS 200608-vF.pdf

FORESITE DESIGN, INC. BIRMINGHAM PUBLIC SCHOOLS

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TABLE OF CONTENTS

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BPS 2020 BID NO.8 – HS GYMNASIUM SCOREBOARD

TABLE OF CONTENTS

DIVISION 00 – PROCUREMENT AND CONTRACTING REQUIREMENTS

00 1115 Scope of Work A101 – 2007 General Conditions of the Contract for Construction A201 – 2007 Standard Form of Agreement Between Owner and Contractor

DIVISION 01 – GENERAL REQUIREMENTS

01 2300 Alternates 01 4100 Regulatory Requirements 01 5600 Cleaning

01 7123 Field Engineering 01 7700 Project Closeout 01 7823 Operating, Maintenance Warranty Data 01 7839 Project Record Documents

DIVISION 02 – EXISTING CONDITIONS

02 4113 Demolition

DIVISION 09 – FINISHES

09 9000 Painting

DIVISION 11 – EQUIPMENT

11 6845 Scoreboard – Indoor Video 11 6847 Scoreboard – Indoor

DIVISION 27 – COMMUNICATIONS

27 5117 Public Address System – Center Hung

DRAWING INDEX

L1.01 Groves H.S. Demolition Plan L1.02 Groves H.S. Site Plan L2.01 Seaholm H.S. Demolition Plan L2.02 Seaholm H.S. Site Plan E0.01 Electrical Standards and Drawing Index E0.02 Electrical Standard Schedules E0.03 Groves H.S. First Floor Electrical Composite Plan E0.05 Seaholm H.S. First Floor Electrical Composite Plan E1.01 Groves H.S. First Floor Electrical Plan E2.01 Seaholm H.S. First Floor Electrical Plan

FORESITE DESIGN, INC. BIRMINGHAM PUBLIC SCHOOLS

SECTION 00 0110

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BPS 2020 BID NO.8 – HS GYMNASIUM SCOREBOARD

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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

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User Notes: (1682913399)

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.» (In words, indicate day, month and year.)

BETWEEN the Owner:

(Name, legal status, address and other information)

«Birmingham Public Schools »« » «31301 Evergreen» «Birmingham, MI 48025 » and the Contractor:

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

(Name, location and detailed description)

«Birmingham Public Schools» «2020 Bond Project No. __ - _________________________»

The Architect:

(Name, legal status, address and other information)

«Foresite Design, Inc. »« » 3269 Coolidge Highway Berkley, MI 48072»

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

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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

ARTICLE 1 THE CONTRACT DOCUMENTS

The Contract Documents consist of the Request for Proposal dated ___, 2020 including any Addenda (collectively the “RFP”), Contractor’s Proposal dated _________, 2020, the Post Bid Interview Agreement dated _______, 2020, 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 Applicable Laws 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 the later of the date of this Agreement or the date the Contractor has delivered to the Owner its insurance certificate(s) and bonds as required under this Agreement, unless a different date is selected below:

(Check one of the following boxes.)

[ « » ] The date of this Agreement.

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

[ « » ] Established as follows:

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

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

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§ 3.3 Substantial Completion § 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.

[ « » ] By the following date: « »

[ « » ] As outlined in Exhibit C: « »

§ 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.

§ 3.3.4 Time is of the essence with respect to the Contract Documents and all of the Contractor’s obligations thereunder. The Contractor acknowledges and recognizes that the Owner requires full occupancy and use of the completed Work on the date by which Substantial Completion is required hereunder.

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 «________________________________________ and __/100 Dollars» ($ «_________»), subject to additions and deductions as provided in the Contract Documents.

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

Item Price

§ 4.2.2 The Contract Sum does not include the following alternatives, which are described in the Contract Documents and may later be accepted by the Owner in writing; provided, however, that the Contractor shall furnish the Owner with not less than fourteen (14) days’ prior written notice of the date upon which any of the alternatives 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 alternatives 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.)

§ 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 B. Such Unit prices are considered complete and include: (i) all materials, equipment, labor, 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

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delivery, insurance, 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

§ 4.5.1 - § 4.5.4 NOT USED

§ 4.6 Other:

§ 4.6.1 For any adjustments to the Contract Sum that are based on pricing other than a unit price method and not required based upon the acts or omissions of the Contractor, 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 their direct cost.

ARTICLE 5 PAYMENTS

§ 5.1 Progress Payments § 5.1.1 Based upon Applications for Payment, including all supporting documentation, submitted to the Owner and 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 fifteenth (15th) 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 amount 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.)

§ 5.1.3.1 NOT USED

§ 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 may require. This schedule of values shall be used as a basis for reviewing the Contractor’s Applications for Payment.

§ 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 the General Conditions of the Contract for Construction, as set forth in Section 9.1 of the AIA Document A201-2007, as amended for the Project (the “A201”), 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 the A201;

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.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 the A201; and

.5 Retainage withheld pursuant to Section 5.1.7.

§ 5.1.7 Retainage § 5.1.7.1 For each progress payment, the Owner may withhold a retainage of ten percent (10%), from the payment otherwise due.

§ 5.1.7.1.1 Any reduction or release of retainage, or payment thereof shall not constitute a waiver of (i) any of the Owner’s rights to retain in connection with other payments to the Contractor or (ii) any other right or remedy that the Owner has under the Contract Documents, at law or in equity.

§ 5.1.7.2 Except as otherwise provided by law, the Owner shall have the option, but not the obligation, to reduce the retainage requirements of this Agreement or release any portion of retainage prior to the date specified in the Contract Documents.

§ 5.1.7.3 Except as set forth in this Section 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 the A201.

§ 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.

§5.1.10 Contractor’s first Application of Payment is considered incomplete unless in addition to the requirements described in this Section 5.1 and the A201, all of the following completed items are also included with the Application of Payment:

.1 Performance and Payment Bonds, if required;

.2 Certificates of Insurance, as required (Furnish a copy of the entire insurance policy showing coverage limits, all inclusions, exclusions, etc. if the Certificate of Insurance contains the following or similar disclaimer “THIS CERTIFICATE IS ISSUED AS A MATTER OF

INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.

THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE

AFFORDED BY THE POLICIES BELOW’;

.3 Affidavits that the surety and insurance company or companies meets the requirements in the A201;

.4 CPM Schedule for the Project; and

.5 a Completed Schedule of Value for the Project for the Owner’s review and acceptance.

§5.1.11 In addition to the requirements described in this Section 5.1 and the A201, all Applications for Payment shall also include:

.1 a Schedule of Values updated with all approved Change Order amounts added and deducted, if applicable, and

.2 an updated Construction Schedule (as defined in the A201) that shows actual progress of the Work through the period covered by the current Application for Payment, and clearly identifying any portion of the Work that is behind schedule. If any portion of Work (or trade work) that is behind schedule, the Contractor shall also include with the Application for Payment a schedule recovery plan that includes Additional Measures (as defined in the A201) to bring the Work back on schedule in the next thirty (30) days.

§5.1.12 The Owner shall have the right to withhold sufficient amount from the Application for Payment for unacceptable, defective, deficient, or non-conforming Work (“Disputed Work”) after notifying the Contractor. The Contractor shall promptly remedy the Disputed Work. Owner shall promptly render payment for such Disputed

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Work after the Contractor has cured and the Owner has accepted the remedied Disputed Work.

§ 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 no later than thirty (30) days after all of the following have been met:

.1 the Contractor has met all of the Specifications for the Work provided in the Contract Documents;

.2 the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct Work as provided in the A201, and to satisfy other requirements, if any, which extend beyond Final Payment; and

.3 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 no later than thirty (30) days after the issuance of the Architect’s final Certificate for Payment and acceptance by the Owner.

§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, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.

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

ARTICLE 6 DISPUTE RESOLUTION

§ 6.1 Initial Decision Maker Unless otherwise provided in the Contract Documents, the Architect will serve as the Initial Decision Maker pursuant to the A201, unless the parties appoint below another individual, not a party to this Agreement, to serve as the Initial Decision Maker.

§ 6.2 Binding Dispute Resolution

§ 6.2.1 Pre-Mediation. Owner and Contractor agree that they shall first submit any and all unsettled claims, counterclaims, disputes and other matters in question between them arising out of or relating to the Agreement or the breach thereof ("disputes"), to resolution by the Senior Officers of the Owner and Contractor prior to either of them initiating against the other a demand for litigation or as otherwise mutually agreed to by Owner and Contractor, unless delay in initiating such action would irrevocably prejudice one of the parties. (The term “Senior Officer” shall mean with respect to the Owner and Contractor, the respective party’s chief executive officer, president, managing partner, partner, chief financial officer, chief operating officer, Superintendent or Assistant Superintendent.)

§ 6.2.1 For any Claim subject to, but not resolved by, mediation pursuant to the A201, the method of binding dispute resolution shall be as follows:

(Check the appropriate box.)

[ « » ] Arbitration pursuant to the A201

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

[ « » ] Other (Specify) « »

§ 6.2 NOT USED

§ 6.2.1 – 6.2.4 NOT USED

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

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

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

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

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

§6.2.6 Unless precluded by law of the state where the Project is located, this Agreement shall be governed by the laws of the State of Michigan without regard to any conflict of law principles.

ARTICLE 7 TERMINATION OR SUSPENSION

§ 7.1 The Contract may be terminated by the Owner or the Contractor as provided in the A201.

§ 7.2 The Work may be suspended by the Owner as provided in the A201.

ARTICLE 8 MISCELLANEOUS PROVISIONS

§ 8.1 Where reference is made in this Agreement to a provision of the A201 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 representative:

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

«Steve King» «Birmingham Public Schools »« » «31301 Evergreen» «Birmingham, MI 48025 »

§ 8.2.1 The Owner’s Representative Consultant. The Owner has engaged Plante & Moran Cresa, L.L.C. (PMC) as an Owner’s Representative Consultant and on the Project. The Contractor shall keep the Owner and PMC informed in matters regarding the Project. Unless otherwise provided in this Agreement specifically authorized by the Owner, the Owner 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.

«Scott Smith » «Plante & Moran Cresa, L.L.C. » «27400 Northwestern Hwy » «Southfield, MI 48034 »

§ 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 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 below and in the A201.

Notwithstanding the foregoing, the indemnification requirements contained in the A201 shall not limited by the

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Contractor’s insurance obligations contained in the Contract Documents. In the event of any conflict between this Agreement and the A201, as amended for this Project, the terms that require the higher standard shall govern.

Before commencement of any Work, a Certificate of Insurance executed by Contractor’s insurance agent or carrier showing required insurance coverage shall be submitted. A Thirty Day Cancellation Clause is required on all policies.

As a condition of performing Work for the Owner as a Contractor, the Contractor must provide Owner with satisfactory evidence of their insurance coverage as follows:

Worker's Compensation and Employers' Liability Insurance covering your statutory obligations in the state (s) in which your work for the Owner is to be performed.

Automobile Liability Insurance with a limit of $1,000,000 per accident covering your owned, non-owned and hired automobiles.

Commercial Liability Insurance written on an occurrence policy form that includes coverage for your operations, personal injury, XCU (explosion, collapse and underground), independent Contractors, contractual, and products-completed operations with limits of liability as follows:

If the policy is written on the 1986 ISO Simplified form:

$1,000,000 Occurrence $2,000,000 General Aggregate $2,000,000 Product- Completed Operations Aggregate

If the policy's general aggregate is per job, then a $1 million limit of liability is acceptable for the general aggregate and the products-completed operations aggregate.

If the policy is written on a form other than the 1986 ISO Simplified form:

$1,000,000 Occurrence (bodily injury and property damage combined) $1,000,000 Aggregate (applicable to products-completed operations only

Products-completed operations liability must be maintained for not less than one year after acceptance of completion of the Work.

General Liability and Auto Liability limits may be attained by individual policies or by a combination of underlying policies with umbrella and/or excess liability policies.

Other Requirements:

.1 A Best's rating for each of the insurance carriers at B+ VII or better.

.2 That the words "endeavor to" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives" do not apply or have been removed.

.3 That Owner, Architect, and Owner’s Representative Consultant are additional insured on the General Liability and Umbrella Liability policies certified.

.4 Any deviations in coverage provided by the Standard 1986 ISO Simplified General Liability policy form, and

.5 Any deductible over $1,000 applicable to any coverage. Should insurance with such a deductible be accepted, then Contractor will be liable for deductible amount.

§ 8.5.2 The Contractor shall provide bonds as set forth in the A201.

§ 8.6 NOT USED

§ 8.7 Other Provisions.

§ 8.7.1 In the event of any conflict between this Agreement and the A201, as amended for this Project, the terms of this Agreement shall govern.

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§ 8.7.2 In the event of any inconsistency or ambiguity between this Agreement and the AIA Document A201, as amended for this Project, the terms that require a higher standard of performance by the Contractor shall prevail.

§ 8.7.3 The Contractor shall inspect the Work as it is being performed until final completion and acceptance of the Project by the Owner to assure that the Work performed and the materials furnished are in accordance with the Contract Documents and that Work on the Project is progressing on schedule. In the event that the quality control testing should indicate that the Work, as installed, does not meet the requirements of this Project, the Architect shall determine the extent of the Work that does not meet the requirements and the Contractor shall take appropriate corrective action, and advise the Owner of the corrective action.

§ 8.7.4 The Contractor shall provide daily full-time, on-site field supervision during the entire Construction Phase.

The Contractor agrees to assign the following listed project team members, as listed in their respective capacities to the Project:

Staff Name Assignment Contact Information – Mobile Phone & e-Mail

The services of the Contractor are deemed to be personal in nature as to these key team members and that the continuity in the Project’s team is valuable to the Owner and that damages due to the disruption to the continuity of the Project team is extremely difficult if not impossible to ascertain. The Contractor shall promptly notify the Owner if the services of any one of the listed team members become unavailable due to circumstances beyond the Contractor’s control – e.g., extended illness or disability, death, or termination of employment, etc. The Owner shall have the right to interview and select alternate team member(s) employed by the Contractor to replace the unavailable team member. The Contractor shall agree to provide the services of the alternate team member(s) selected by Owner without additional compensation or time for any such substitution(s) of the Project team members. In addition to any other remedy by the Owner, Owner may require the Contractor to surrender ten percent (10%) of Contract Sum (the “Replacement Reduction”) for each key team member replaced for reasons other than those due to circumstances beyond the Contractor’s control. The Contractor hereby waives the argument that the Replacement Reduction is equivalent to the assessment of a penalty. The Contractor acknowledges that the Replacement Reduction described herein is a fair and reasonable estimate of the damages which the Owner is expected to suffer in the event of such a disruption to the continuity of the Project Team. Owner may deduct the Replacement Reduction from any unpaid amount then or thereafter due to the Contractor under the Agreement. Any Replacement Reduction not so deducted from any unpaid amounts due Contractor shall be immediately due and payable to Owner upon demand.

§ 8.7.5 As part of Basic Services, the Contractor shall conduct a post-occupancy audit eleven (11) months following the Date of Substantial Completion and thereafter provide call-back services for a period of twenty three (23) months.

§ 8.7.6 Contractor’s Proposal/Bid dated ____________, is attached hereto by reference is incorporated herein. In the event of any inconsistency or ambiguity between this Agreement and the Contractor’s Proposal and representations, the terms that are more favorable to the Owner shall govern.

§ 8.7.7 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.

§ 8.7.8 Notwithstanding anything regarding Hazardous Materials provided in the A201, the Contractor acknowledges and fully understands that the scope of this Work includes the proper removal and proper disposal of all Hazardous Materials, including but not limited to any construction debris containing asbestos, PCBs, etc., as required by Applicable Laws.

§8.7.9 Assignment.

§8.7.9.1 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

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party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under this Contract.

§8.7.9.2 NOT USED

§8.7.10 Public Projects

§ 8.7.10.1 NOT USED

§ 8.7.10.2 The Owner is exempt from taxes. However, when state and local taxes are required on construction materials installed by the Contractor, such taxes must be included in the Contractor’s Proposal price. Contractor is responsible for sales taxes and any other applicable taxes related to the Work provided under this Agreement.

§ 8.7.10.3 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.

§ 8.7.10.4 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.

§ 8.7.11 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 Contractors 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. The Owner will pay for up to two (2) collaborative licenses for each Contractor.

§8.7.12 The Contractor shall notify the Owner in the event of a potential or actual: (a) material change in ownership of the Contractor; (b) intent to dissolve; or (c) intent to otherwise cease active participation in the Project’s local marketplace (collectively a “Material Change in Circumstances”). A Material Change in Circumstances shall include any other change 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. 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.

§8.7.13 The Contractor represents and warrants the following to the Owner (in addition to any other representations and warranties contained in the Contract Documents), as inducement to the Owner to execute this Agreement, which representations and warranties shall survive the execution and delivery of this Agreement, any termination of this Agreement and the final completion of the Work:

.1 that it, and its subcontractors, are financially solvent, able to pay all debts as they mature, and possess sufficient working capital to complete the Work and perform all obligations hereunder;

.2 that it is able to furnish the plant, tools, materials, supplies, equipment, and labor required to complete the Work and perform its obligations hereunder;

.3 that it is authorized to do business in the State of Michigan and properly licensed by all necessary governmental and public and quasi-public authorities having jurisdiction over it and over the Work and the Project;

.4 that its execution of this Agreement and its performance thereof is within its duly authorized powers;

.5 that its duly authorized representative has visited the site of the Project, become familiar with the local and special conditions under which the Work is to be performed, and correlated its observations with the requirements of the Contract Documents; and

.6 that it possess a high level of experience and expertise in the business administration, construction, construction management, and superintendence of projects of the size, complexity, and nature of this Project, and that it will perform the Work with the care, skill, and diligence of such a contractor.

§ 8.7.14 NOT USED

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§ 8.7.15 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.

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

§ 8.8 INDEPENDENT CONTRACTOR. This Agreement shall not render Contractor or any of its personnel or subcontractors, an employee, partner, agent, or joint venturer with Owner for any purpose. Contractor is, and will remain, an independent contractor in its relationship to the Owner. The Owner shall not be responsible for withholding taxes with respect to the compensation of the Contractor. The Contractor shall have no claim against the Owner hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

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 this Project

.2 AIA Document A101™–2017, Exhibit A – NOT USED

.3 AIA Document A201™–2007, General Conditions of the Contract for Construction, as modified for this Project

.4 All Drawings, issued by the Architect for construction, attached hereto by reference, and including (but not necessarily limited to) those listed in Exhibit D

.5 Specifications, issued by the Architect for construction, attached hereto by reference, and including (but not necessarily limited to) those listed in Exhibit E:

.6 Other Exhibits:

Exhibit B – Schedule of Unit Prices Exhibit C – Preliminary Project Milestone Schedule Exhibit D – Drawings Exhibit E – Specifications Exhibit F – Insurance Certificate(s) and Bonds»

This Agreement is entered into as of the day and year first written above but shall not be effective unless and until it is signed by the Owner and Contractor. To facilitate execution of this Agreement, the parties may execute this Agreement in counterparts and exchange signatures by facsimile transmission or by electronic delivery of a PDF copy of the executed Agreement, which facsimile or PDF copy shall be deemed valid and binding.

BIRMINGHAM PUBLIC SCHOOLS,

OWNER (Signature) CONTRACTOR (Signature)

(Printed name and title) (Printed name and title)

(Date) (Date)

AIA

Document A201TM – 2007

General Conditions of the Contract for Construction

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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 07:33:52 ET on

03/12/2019 under Order No.0245841928 which expires on 09/17/2019, and is not for resale.

User Notes: (1212772696)

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.

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.

for the following PROJECT:

(Name and location or address)

«Birmingham Public Schools» «2020 Bond Project No. __ - ___________________________»

THE OWNER:

(Name, legal status and address)

«Birmingham Public Schools »« » «31301 Evergreen» «Birmingham, MI 48025 »

THE ARCHITECT/ENGINEER:

(Name, legal status and address)

«Foresite Design, Inc. »« » 3269 Coolidge Highway Berkley, MI 48072»

THE CONTRACTOR*:

(Name, legal status and address)

*The term “Construction Manager” shall mean “Contractor” as used throughout the Contract Documents.

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TABLE OF ARTICLES

1 GENERAL PROVISIONS

2 OWNER

3 CONTRACTOR

4 ARCHITECT

5 SUBCONTRACTORS

6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

7 CHANGES IN THE WORK

8 TIME

9 PAYMENTS AND COMPLETION

10 PROTECTION OF PERSONS AND PROPERTY

11 INSURANCE AND BONDS

12 UNCOVERING AND CORRECTION OF WORK

13 MISCELLANEOUS PROVISIONS

14 TERMINATION OR SUSPENSION OF THE CONTRACT

15 CLAIMS AND DISPUTES

AIA Document A201™ – 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The

American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International

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INDEX

(Topics and numbers in bold are section headings.)

Acceptance of Nonconforming Work 9.6.6, 9.9.3, 12.3 Acceptance of Work 9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3 Access to Work 3.16, 6.2.1, 12.1 Accident Prevention Acts and Omissions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5, 10.2.8, 13.4.2, 13.7, 14.1, 15.2 Addenda 1.1.1, 3.11.1 Additional Costs, Claims for 3.7.4, 3.7.5, 6.1.1, 7.3.7.5, 10.3, 15.1.4 Additional Inspections and Testing 9.4.2, 9.8.3, 12.2.1, 13.5 Additional Insured 11.1.4 Additional Time, Claims for 3.2.4, 3.7.4, 3.7.5, 3.10.2, 8.3.2, 15.1.5 Administration of the Contract 3.1.3, 4.2, 9.4, 9.5 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.13 Allowances 3.8, 7.3.8 All-risk Insurance 11.3.1, 11.3.1.1 Applications for Payment 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7, 9.10, 11.1.3 Approvals 2.1.1, 2.2.2, 2.4, 3.1.3, 3.10.2, 3.12.8, 3.12.9, 3.12.10, 4.2.7, 9.3.2, 13.5.1 Arbitration 8.3.1, 11.3.10, 13.1.1, 15.3.2, 15.4

ARCHITECT

Architect, Definition of 4.1.1 Architect, Extent of Authority 2.4.1, 3.12.7, 4.1, 4.2, 5.2, 6.3, 7.1.2, 7.3.7, 7.4, 9.2, 9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.5.1, 13.5.2, 14.2.2, 14.2.4, 15.1.3, 15.2.1 Architect, Limitations of Authority and Responsibility 2.1.1, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 5.2.1, 7.4, 9.4.2, 9.5.3, 9.6.4, 15.1.3, 15.2 Architect’s Additional Services and Expenses 2.4.1, 11.3.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4 Architect’s Administration of the Contract 3.1.3, 4.2, 3.7.4,…