contractor agreement (signs) 071826 4900-1815-8270 v.pdf

CONTRACTOR AGREEMENT

This Contractor Agreement (“Agreement”) is made this ____ day of ___________, 2025, by and between Lakeview School District, a Michigan general powers school district, organized and operated pursuant to the Michigan Revised School Code, whose address is 15 Arbor Street, Battle Creek, Michigan 49015 (hereinafter referred to as the “District” or "Owner"), and ____________________________________________, a Michigan ______________, whose address is _______________________________________________ (hereinafter referred to as the “Contractor”), for services related to sign improvements, all in accordance with the terms and conditions herein.

RECITALS

WHEREAS, the District desires various sign improvements at Minges Brook, Prairieview, Riverside, and Westlake Elementary Schools ("Project") and issued a Request for Proposal for the Project on or about ____________________, 2026 (“RFP”);

WHEREAS, the Contractor is an entity which has represented to have the personnel, expertise, training, capacity, and qualifications to timely and satisfactorily perform the Project and submitted a response to the RFP on or about July 22, 2026 (“Response”);

WHEREAS, the District and the Contractor desire to enter into this Agreement to authorize and require the Contractor to perform the Project and any other duties identified herein.

NOW THEREFORE, in consideration of the mutual promises and benefits contained herein, the parties agree as follows:

SECTION 1 – INCORPORATION OF DOCUMENTS

1.1 The RFP, the Response, the Post-Bid Interview Notes/Minutes, and the Technical Drawings and Sign Specifications, are all incorporated herein as if fully restated, and together with the Agreement are collectively referred to as the “Contract Documents”. In the event of any inconsistency within, between, or among the Contract Documents, the provision that is more beneficial to the Owner (as determined in the Owner's sole discretion) shall be deemed to control.

SECTION 2 – DESCRIPTION OF SERVICES / RELATIONSHIP OF PARTIES

2.1 The Contractor shall provide services related to the Project, as described in the Contract Documents, as required by law, as may otherwise be subsequently agreed to by the parties in writing via amendment, and as may otherwise be related and incidental to providing a complete and final Project (“Services”). The Contractor’s Services include those to be performed by the Contractor, the Contractor’s subcontractors and suppliers, and the Contractor’s consultants and agents.

2.2 The Contractor’s services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. The Contractor shall perform its responsibilities and services in a manner consistent with applicable industry standards. The Contractor shall submit for the Owner’s approval a schedule for the performance of the Contractor’s services which shall not exceed time frames required by the Contract Documents except as such time frames may be properly extended by mutual written agreement of the parties. It is understood and agreed that minimizing disruption to the District’s operations is a critical scheduling consideration.

2.3 The Contractor’s employees assigned to provide Services shall be fully certified, licensed and approved as necessary to lawfully perform the Services. The Contractor shall at all times comply with applicable federal, state and local laws, rules, regulations and policies, including but not limited to those applicable to public school projects, as well as those related to safety, including but not limited to OSHA and MIOSHA as applicable. In the event of any inconsistency between or among code requirements, regulations, and interpretations, the Contractor shall be required to comply with the most-stringent obligation(s). The Contractor shall obtain and comply with all necessary permits and permissions to perform the work.

2.4 The Contractor shall be responsible for all materials and equipment while in transit and until finally and professionally installed. The Contractor further agrees that any equipment installed pursuant to this Agreement shall be new and of good working order. The Contractor shall indemnify and hold the Owner harmless from and against any and all claims of whatever kind or nature for damage to property or for personal injury, including death, and from and against any loss or liability in connection therewith, made by anyone arising out of the negligence, willful misconduct, or breach of contract by the Contractor under this Agreement, either by the Contractor, any subcontractor of the Contractor, or by anyone directly engaged or employed by the Contractor, provided, however that the Contractor shall have no liability hereunder, for any such claims, loss or liability to the extent they arise from or relate to the negligence or willful misconduct of the Owner.

2.5 In the performance of Services under this Agreement, the Contractor (its agents, subcontractors and employees) shall be regarded at all times as performing services as an independent contractor of the District. The Contractor shall be regarded, designated, and considered to be the employer with respect to all individuals whom the Contractor may select and assign to provide Services under this Agreement.

2.6 Within the meaning of all applicable federal, state and local laws, including but not limited to, employment taxes, income taxes, labor relations acts, employment discrimination laws, minimum wage and overtime laws, and workers' compensation laws (collectively, the "Employment Laws"), the Contractor is and shall be deemed to be the sole employer of all personnel used to provide services on behalf of the Contractor pursuant to this Agreement (the "Contractor Personnel"), and its relationship with the Owner shall be deemed to be that of an independent contractor and not that principal and agent, servant, or employer and employee. As the employer of the Contractor Personnel, the Contractor shall: (a) have the power to hire, discipline, recruit, train and terminate the Contractor Personnel; (b) instruct the Contractor Personnel on when, where and how to perform their duties: (c) determine the amount of frequency of wage, benefit, salary, bonus and other payments to the Contractor Personnel; (d) determine and pay the amount, if any, of reimbursement for business and/or traveling expenses of the Contractor Personnel; (e) pay and file with all appropriate governmental entities all necessary payroll information, taxes and deductions, including but not limited to, federal, state and local income taxes, social security taxes, and unemployment taxes; (f) comply with the Employment laws; and (g) pay any and all workers' compensation and other insurance costs and premiums applicable to employers.

2.7 The Contractor is expected to coordinate the timing, location, and performance of

Services with the District representative and/or any other District administrator identified to the

Contractor in writing. The intent of this paragraph is not to direct the Contractor's work, but only to ensure the efficient and smooth performance of same in light of the District's ongoing operations.

2.8 The District’s representative for the Project is __________________________

(“District Representative”). The District Representative, and any other individual or entity authorized by the District’s Board of Education, shall have the right to review and inspect the Contractor’s services, work, records, documents, reports, insurance policies, estimates, memoranda, analyses, activities, and any other matter related to the Contractor’s performance of Services. Any documents officially submitted by the Contractor related to this Project shall be reviewed and approved by the District Representative and any other individual or entity authorized by the District’s Board of Education.

2.9 From the moment of creation and regardless of the stage of completion, the District shall be deemed the owner of any documents or instruments of service created by the Contractor and used in the performance of Services. Any documents retained by the Contractor shall be maintained for no less than six (6) years from the date services are completed and shall be provided to the District promptly upon request.

SECTION 3 – FEES, INVOICE AND PAYMENT

3.1 In consideration of Services properly provided by the Contractor under this Agreement, the District will pay to the Contractor ________________________________ and 00/100 Dollars ($___________). No additional fees, compensation, or costs of any kind shall be paid to the Contractor, except and to the extent agreed to by the parties in writing.

3.2 Invoices shall be submitted no more frequently than monthly and shall coincide with the value of work performed. The District will remit payment on undisputed invoices or undisputed portions of invoices within thirty (30) days of receiving the invoice, but in no event shall a payment be made if such payment will result in the Contractor receiving an amount that exceeds the value of services performed to date.

3.3 Without regard to Section 3.2, the District shall be entitled to retain ten percent (10%) of any amounts paid until the Contractor has successfully and finally completed its Services.

SECTION 4 – INDEMNIFICATION AND INSURANCE

4.1 The Contractor shall indemnify and hold the District (and its officers, administrators, employees, and agents) harmless from and against all liabilities, damages, fines, penalties, demands, forfeitures, claims, suits, causes of action or any other liabilities or losses, including all costs of defense, settlement and prosecution along with attorney, expert and other professional fees, arising out of or related to any negligence, wrongful act or breach of this Agreement or the obligation of Contractor or any of its employees or others for whom it is responsible in connection with the performance or non-performance of the Agreement. The Contractor’s indemnification responsibility shall be based on its degree of fault, to the fullest extent permitted by law.

4.2 The Contractor agrees to procure and maintain insurance coverage in types and amounts reasonably required by the District and in no event less than the following:

Workers Compensation: Statutory

Employer’s Liability: ___________________ Comprehensive General Liability: ___________________ Automobile Liability: ___________________ Builder’s Risk: ___________________

The Contractor agrees to provide the District certificates of insurance evidencing such coverage prior to commencing any Services. Insurance shall be obtained and maintained from an insurance company licensed to sell insurance in the State of Michigan with an A+ A.M. Best rating, or equivalent.

Insurance coverage shall not be reduced or eliminated without at least sixty (60) days prior written notice to the District.

4.3 The Contractor's insurances shall be obtained prior to the commencement of Services and shall be maintained either: (a) for at least one year following final completion if occurrence-based, and/or (b) for at least seven years following final completion if claims-made. The District shall be identified as an additional insured on all applicable insurances.

4.4 The Contractor shall provide performance and payment bonds equal to 100% of the contract sum and shall otherwise be in accordance with applicable laws, including but not necessarily limited to MCL 129.201, et seq.

SECTION 5 – EMPLOYEES AND SUBCONTRACTING

5.1 The District reserves the right to approve the identity of project representatives of the Contractor and any subcontractors. No subcontractor shall be used without the District’s prior written approval. The District shall have the right to request removal of any employee of the Contractor or a subcontractor from the project at the District’s direction upon 2 weeks' notice, subject to Contractor's status as employer.

5.2 In the performance of the Agreement it may be necessary for the Contractor to subcontract part of the work to others. The Contractor will inform the District as to which subcontractors will be used. Subcontractor use shall be subject to the written approval of the District.

The Contractor will be fully responsible to the District for the acts and omissions of subcontractors and of all persons whether directly or indirectly employed by the Contractor. Nothing in this Agreement shall create any contractual relationship between any subcontractor and the District. The Contractor shall not assign, transfer, convey, or otherwise dispose of the Agreement, or any part thereof, or the Contractor’s right, title, or interest in same without the prior written consent of the District. The Contractor shall not assign any of the monies due or to become due and payable under the Agreement without prior written consent of the District.

SECTION 6 – NONDISCRIMINATION

6.1 The Contractor agrees that neither it nor its Subcontractors will discriminate against any employee or applicant for employment, to be employed in the performance of this Agreement, with respect to hire, tenure, conditions or privilege of employment, or any matter directly or indirectly related to employment, because of race, color, religion, national origin, age, sex, sexual orientation, gender identity or expression, height, weight, or marital status. Breach of this covenant may be regarded as a material breach of this Agreement.

SECTION 7 – OWNER’S RIGHT TO CORRECT DEFICIENCIES

7.1 If the Contractor shall neglect to perform the work properly, or should it refuse to remedy any defects in the work due to inferior quality or installation, or should it in any manner fail to perform any provision of the Agreement, the District, after 7 days' notice to the Contractor, may correct such deficiencies at the Contractor’s cost and may deduct the cost thereof from any payment due the Contractor. The remedy described in this section is not exclusive and shall have no effect on the Owner’s ability to seek recovery for, among others, breach of contract, breach of warranty, and/or performance bond claims.

SECTION 8 – TIME FOR PERFORMANCE

8.1 Time is of the essence of this Agreement. The Contractor acknowledges and agrees that the performance of Services shall commence on or before _________________ and shall be finally and sufficiently completed on or before _________________. The District reserves the right to seek damages for any Contractor delays. For any delays caused to the Contractor, the Contractor's sole remedy shall be an extension in the deadline for performance.

SECTION 9 – DISPUTE RESOLUTION

9.1 The parties shall first attempt to resolve disputes informally and, if unsuccessful, through non-binding mediation. Mediation will be conducted in accordance with the Construction Industry Mediation Rules of the American Arbitration Association then in effect. Any claim or dispute not resolved by binding mediation shall be subject to litigation (or, if the parties agree in writing, arbitration).

9.2 A demand for mediation may be filed along with a complaint in litigation or a demand for arbitration, as applicable, but the process of non-binding mediation shall proceed first (so long as permitted by the applicable court or arbitrator). Any demand for mediation filed prior to a complaint in litigation or a demand for arbitration shall toll the statute of limitations for all applicable claims until the mediation process has been completed, successfully or unsuccessfully.

9.3 In the event of any mediation, arbitration or litigation arising out of or relating to this Agreement, Owner reserves the right to require that the mediation, arbitration or litigation, as applicable, be conducted in the general area where the Owner’s principal place of business is located.

Any mediation with respect to this Agreement shall be non-binding. Any agreements reached in mediation shall be binding in accordance with law.

9.4 The Owner reserves the right in its discretion to require consolidation or joinder of any dispute arising out of or relating to this Agreement which another mediation, arbitration or litigation involving a person or entity not a party to this Agreement, in the event the Owner believes in its sole discretion that such consolidation or joinder is necessary in order to resolve a dispute or avoid duplication of time, expense or effort.

9.5 The Contractor shall include similar dispute resolution provisions in all agreements with subcontractors, sub-consultants, suppliers, or fabricators so retained, thereby providing for a consistent method of dispute resolution between and among the parties to those agreements.

9.6 As a condition precedent to any claim, mediation, arbitration, litigation or other cause of action being brought by the Contractor against the District, the Contractor shall notify the District in writing of any contractual or other dispute within 21 days of the circumstances giving rise to same.

The failure to timely provide such notice shall be an irrevocable waiver of any claim or cause of action.

Claims and causes of action by the District shall be subject to the applicable statute of limitations under Michigan law, but in no event shall a claim by the District be deemed untimely if filed within six (6) years of final completion of the Services.

SECTION 10 – TAXES

10.1 The Contractor acknowledges that the District is a tax-exempt entity and any taxes incurred pursuant to performance of this Agreement, including but not necessarily limited to sales and use taxes, shall be the sole responsibility of the Contractor.

SECTION 11 – WARRANTIES

11.1 The Contractor warrants to the Owner that: (i) materials and equipment furnished for the Project will be new and of good quality unless otherwise required or permitted by the Contract Documents; (ii) the Services and Project will be free from defects not inherent in the quality required or permitted; and (iii) the Services and Project will conform to the requirements of the Contract Documents.

11.2 For a period of one (1) year following final completion of the Project, the Contractor shall promptly correct work that fails to conform to the requirements of the Contract Documents. The Contractor shall bear the cost of correcting such work, including the costs of uncovering, replacement, and additional testing.

11.3 The Contractor shall provide the following warranties at no additional cost to the Owner: ______________________________________________________________.

11.4 In addition to, and not in substitution of, Section 11.1, the Contractor shall assign and forward to the Owner all applicable manufacturers' warranties for any equipment, software or materials relevant to the Project and Services.

SECTION 12 – CHANGES IN THE WORK

12.1 Except as otherwise stated in this Agreement, changes in the Project or Services may be accomplished only by a Change Order signed by the Owner and the Contractor. The Contractor shall not perform, and the Owner will not be responsible to pay for, any additional services outside of a fully executed Change Order.

SECTION 13 – HARZARDOUS MATERIALS

13.1 The Contractor must immediately stop all work and notify the Owner if it reasonably suspects the presence of unknown hazardous materials and/or have unwittingly disturbed any materials reasonably suspected to be hazardous materials.

SECTION 14 - TERMINATION

14.1 The Owner may terminate this Agreement upon seven (7) calendar days' prior written notice to the Contractor. If the Agreement is terminated prior to completion of the Services, the Contractor shall provide a final report based on the value of the Services reasonably and properly performed as of the date of termination, and the Owner shall make payment for all services properly performed prior to termination, but in no event shall such sum exceed the fee described in Section 3.1.

SECTION 15 – CONFIDENTIALITY

15.1 If the Contractor receives information of the Owner that is "confidential" or "business proprietary," the Contractor shall keep such information strictly confidential and shall not disclose it to any other person except to its employees, those who need to know the content of such information in order to perform services solely for this Project, or its consultants whose contracts include similar restrictions. The parties acknowledge that the Owner cannot provide similar confidentiality protection due to the applicable of the Michigan Freedom of Information Act and the Michigan Open Meetings Act, among others.

SECTION 16 – MISCELLANEOUS

16.1 Neither party shall assign this Agreement nor its rights and duties hereunder nor any interest herein without prior written consent from the other.

16.2 This Agreement, including all attachments and documents incorporated herein by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes any prior or contemporaneous understandings or agreements with respect to the services contemplated.

16.3 None of the terms and provisions of this Agreement may be modified, waived, or amended in any way except by written amendment, change order, or construction change directive.

16.4 Failure by either party at any time to require performance by the other party or to claim breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach nor affect the validity and operation of this Agreement, nor prejudice either party with regard to any subsequent action to enforce the terms of this Agreement.

16.5 This Agreement shall be interpreted and enforced under the laws of the State of

Michigan.

16.6 If any provision of this Agreement should be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected, impaired or prejudiced thereby.

16.7 This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which constitute one and the same agreement.

16.8 As a part of its services, the Contractor shall provide call-back services for twelve (12) months following completion of the Project.

16.9 Notwithstanding any provisions within the Contract Documents, nothing shall be deemed a waiver of any immunity granted to Owner by law or statute, including but not necessarily limited to, governmental immunity under MCL 691.1407.

16.10 The Contractor shall not be entitled to additional compensation in the event it is necessary to extend the Project completion date because the Project is delayed due to conditions beyond the control of the Owner, such as strikes, weather, material shortages, site conditions, etc.

16.11 The requirements of Section 2 of 1998 PA 57, as amended, are hereby incorporated into this Agreement.

16.12 The Effective Date of this Agreement shall be the date the last party identified below has executed this Agreement.

SECTION 15 – AUTHORIZATION

15.1 The Agreement has been duly authorized, executed and delivered by the parties and constitutes a legal, valid and binding obligation upon each of them, enforceable in accordance with its terms. Each person placing his/her signature below represents and warrants that he/she is the signatory duly authorized to execute this Agreement on behalf of the District or Contractor, as is respectively applicable.

LAKEVIEW SCHOOL DISTRICT, ____________________________,

By: _______________________________ By: ______________________________

Its: _______________________________ Its: ______________________________

Date: _____________________________ Date: ____________________________