Crestwood School District

REQUEST FOR PROPOSALS

FOR

ENERGY CONSERVATION IMPROVEMENTS

January 8, 2021

Table of Contents

I. Project Description

II. Components of Proposal /Format

III. The Selection Process

IV. Instructions for Submitting Proposals

V. Contract Terms and Conditions

Exhibit A - List of Project Sites .................................................................................................. A-1

Exhibit B - Bidder Acknowledgement of RFP Requirements .....................................................B-1

Exhibit C - Bidder Acknowledgement/Statement of Acceptance of Program

Management Responsibilities ..........................................................................................C-1

Exhibit D - Affidavit of Bidder ................................................................................................... D-1

Exhibit E - Affidavit of Compliance – IRAN Economic Sanctions Act ..................................... E-1

Exhibit F - Certificate or Memorandum of Insurance ................................................................. F-1

I. Project Description

Crestwood School District (the “District”) requests detailed proposals for the design and implementation of as many energy efficient, renewable energy opportunities and infrastructure upgrades as practical in its facilities through the implementation of various eligible projects at the

District’s Facilities listed in attached Exhibit “A” (the “Project”). This Request for Proposals (the

“RFP”) is being utilized to provide a competitive means in which the District may select a single design-build contractor to implement the Project in accordance with the Michigan Revised School

Code, MCL 380.1274a. Bidders submitting a Proposal in response to this RFP are variously referred to as a “Bidder” or a “Contractor”. Any Vendor herein must be and satisfy the definition of a “Qualified Provider” under MCL 380.1274a(9)(b). Thereby certified by National Association of Energy Service Companies (NAESCO).

1. In general, the components of the Project are to:

a. Design, provide, equip, and install the key improvements described in Section I, Subsection 3 below.

b. Provide a minimum one (1) year warranty on all equipment, materials, design and workmanship from the date of final acceptance by the District. A longer warranty is advantageous to the District on individual pieces of equipment and/or the overall project.

c. Design a Project that will have one (1) contract between the District and the selected

Contractor. The District will not have separate contracts with a subcontractor as part of the overall performance contract scope of the Project, other than for any required asbestos remediation, if necessary.

d. Proposals shall provide a written detailed breakdown showing separately the cost of the

Base Proposal Scope and the Optional Scope.

2. General Guidelines

a. District will incur no start-up costs. District, at its sole discretion, shall determine the method and term of financing any costs of the Project, if any.

b. The Bidder will be responsible for all reporting requirements under MCL 380.1274a, including actual energy consumption at the relevant facilities during the 12-month period before the Project.

c. Bidders shall ensure compliance with 1937 PA 306, as amended, and 1980 PA 299

(including, specifically, MCL 339.2011), as amended. The selected Bidder shall provide all services identified in those acts that may or must be performed by an “architect” and/or

“engineer,” including supervisory and cost estimating services. Specifications for the

Project shall be generic in character and, to the extent possible, shall not include proprietary equipment or technology developed by the Bidder or in which the Bidder has an interest.

Further, the selected Bidder shall satisfy all requirements relative to filing plans with and obtaining approval of the State of Michigan for the Project. The selected Bidder shall be responsible for obtaining all necessary permits and inspections by local and or state authorities as applicable. The selected Bidder will be responsible for all costs and work associated with code compliance due to individual pieces of equipment proposed.

d. The proposal shall provide training programs for applicable District personnel that enhance the overall efficiency of energy consuming operations within the District’s facilities.

e. Bidder must have in-house Building Automation Controls Service.

f. The District would like the Project to begin by March 1, 2021 and each Bidder must submit a proposal assuming that date will be the Project start date. However, due to the COVID-

19 outbreak, the Project may be postponed in the District’s sole discretion. Similarly, the

District expects the Project to be completed by September 1, 2021 but reserves the right to extend that date in light of the circumstances and applicable legal limitations on school construction activities.

3. Potential Energy Conservation Measures (ECM’s)

In general, the components of the Project are to:

1. Provide a comprehensive program for Crestwood Public Schools that may include installation of energy conservation capital improvement projects. The specific nature of the capital improvement projects is left to the Vendor’s judgement but must be clearly identified in your proposal. Equipment manufacturers must be identified within the

Vendor’s Proposal and must comply with the limits of Section 4 below of this portion of the RFP.

2. Provide a more comfortable environment for building occupants. This may include repair, renovation or replacement of existing heating, ventilation, air conditioning, or temperature control system, or lighting system. The specific nature of improvements is left to the proposer’s judgement, but must be clearly identified in your proposal.

4. Guarantees

a. In accordance with MCL 380.1274a, all energy savings for the Project must be guaranteed according to the International Performance Measurements and Verification (M&V)

Protocol (IPMVP) or Efficiency Valuation Organization (EVO) guidelines current at the time of the RFP.

b. Baseline data and assumptions will be agreed upon by the District and the successful

Proposer. Final M&V methods consistent with the above guidelines will be negotiated with the selected ESCO based on the final selected scope and risk tolerance of the District.

II. Components of Proposal /Format

Proposals must also contain the following information in the order and layout requested. In addition, proposals should be limited to 250 pages, with a minimum font size of 12.

Section

Section Title Contents

1 Cover Letter

(Should not Exceed

Two Pages)

Summary of the information presented in the proposal. List the following:

Base Bid/Alternate Bid:

Project Cost:

Guaranteed Energy Savings:

M&V First Year Cost:

Finance Term:

Cumulative Cash Flow (savings-cost):

Names and telephone numbers of persons authorized to provide any clarification required

Statement accepting the terms of the solicitation

2 Executive Summary Unique qualifications and capabilities for the project.

Pertinent corporate information

3 Basic Information Table of Contents

Bidder address/contact information

4 Team Identify who will supervise the Project in accordance with

MCL 388.851 et seq.

Organizational chart of team members assigned to this project

Resumes of team members

Number of technicians within 50 miles of district.

Number of local manufacture part stores and distance from district

5 Energy Conservation

Measurement

1. Provide a summary table listing all proposed energy conservation measures/projects. Refer to “Potential

Scope” above for some categories of energy conservation measures and guidelines to incorporate in your response. The summary table shall include the following for each measure individually, as well as the subtotal of all measures. A separate table shall be included for any proposed alternatives.

a. The cost of each measure, including all design, labor and material costs for the same

b. Annual net energy savings

c. Annual net operational savings

d. Any applicable utility rebates

e. Calculated simple payback

2. Identify and describe all proposed energy conservation measures/projects listed in the table in Section 3 above.

Provide a detailed description of scope of the work to be performed for each measure, including quantities, sizes, capacities, etc., as applicable. Also clearly indicate any related items or existing equipment that is to remain.

3. Provide in table form, a detailed breakdown of the energy performance savings to be derived for each energy conservation measure, including the following:

a. Annual guaranteed electrical, natural gas, water, and/or other utility savings. Both usage savings and the calculated monetary value of those savings shall be listed.

b. Guaranteed energy savings and operating and maintenance costs savings resulting from each energy conservation measure and the project as a whole. Totals should match those listed in the summary table in section

3 above.

4. Proposals shall include detailed engineering calculations for each of the proposed energy savings.

5. Cash flow analysis. The following parameters are to be used:

a. Utility rate escalation: 3% annually.

b. Financing rate shall be 2.0%.

c. Financing shall not be over 20 years.

d. The initial term of the savings guarantee shall be 5 years. Owner, at its sole discretion, shall determine the term of the guarantee (up to the financing term) during the contract stage of the RFP process.

6 Schedule Project timeline:

Show project schedule and completion timetable

Confirm that construction will be performed so as not to disrupt normal class schedules, including after hours as needed.

7 Equipment Describe any relationships with manufacturers of energy equipment, including those manufactured by the respondent or listed subcontractors. Tier 1 manufacturers required.

8 Warranties Provide a table identifying a summary of all warranties and who is providing them.

Describe the warranties by equipment type.

Describe correction warranty for faulty workmanship.

9 Training/Programs Describe Training:

o Identify hours, number of days (if applicable) and location.

Identify local training facilities within 25 miles of district

If some costs or training is optional or additional, list training in Section 16 as appropriate.

Describe any customer support programs provided in the

Project including the availability, duration and services provided. If the Contractor proposes a maintenance program, information must be provided detailing services provided and terms of contract, if any.

10 Safety Summarize your firm’s safety program and OSHA practices. State your EMR for the past three (3) years for your team, including subcontractors.

Describe your firm’s safety practices for working in K-12 school sites. Including Covid-19 Procedure

11 Assurances

Acceptance of bid terms and assurance that all work will be performed in accordance with applicable codes AND that appropriate permits will be obtained by the Bidder. Attach

RFP “Exhibit B”.

Provide statement of Project management responsibility.

Complete RFP “Exhibit C”.

Complete RFP “Exhibit D” (Familial Disclosure

Affidavit).

Complete RFP “Exhibit E” (Affidavit of Compliance – Iran

Sanctions Act).

12 Michigan References Provide information for Three (3) Michigan K-12 institution Performance Contracts within the past 5 years.

All references shall include: Customer Name;

Name and Telephone Number of Contact; Brief

Description of the Project; Project Beginning and

Ending Dates

Provide a list of Michigan Service Agreement Customers

All references shall include: Customer Name;

Name and Telephone Number of Contact

13 Past Non-

Performance

Provide a complete list of all projects that in the last 10 years:

have past or pending lawsuits or litigation regarding contract with a customer (list reasons); or have past “out of court” settlements regarding a contract

(list reasons).

if any of the above does not apply, provide an acknowledgment letter stating each that does not apply, signed by an officer of the respondent company. (Please include title of company officer).

14 Financial Stability The Bidder shall include the company’s annual report, audited financial statements or equivalent from the most recent, complete year.

Bidders shall also provide information documenting source(s) and levels of financing (e.g. a letter from a financial institution describing a relationship with the

Bidder, a statement of public holdings, etc.)

The District may, during the evaluation process, request additional financial information to supplement and clarify the information provided in this response.

15 Bid Security Include bid security in the form of a bid bond or certified check equal to 5% of the proposed contract amount. Include copies in each of the proposal copies. Omission may disqualify the bid.

16 Signature Signature acknowledging review and acceptance of RFP requirements.

Signature by authorized Bidder officer.

17 Voluntary Alternate

Options Break out all additional voluntary alternates if you believe the District may want to consider additional options. The purpose of this Section being separate is to clarify the components of the Base Proposal vs. additional voluntary alternates.

Preventative Maintenance Program: Provide information detailing in-house services, cost, and terms of contract.

18 Additional

Capabilities Other Bidder capabilities. This demonstrates any additional value your firm brings as a partner with the District. These services do not have to be priced and will not be considered part of the Base Bid price.

III. The Selection Process

1. Estimated Timetable

Subject to the Governor’s executive orders, the District expects to undertake the selection process described below according to the following schedule. Notwithstanding the foregoing, the District reserves the right, in its sole and absolute discretion, to make modifications to or alter the following schedule as it determines to be in its best interests.

Action Date Time

Release of RFP January 8, 2021 N/A

Mandatory Pre-Bid Meeting January 12, 2021 10:00 AM (EST)

Last Day to Submit Written

Questions

January 22, 2021 5:00 PM (EST)

RFP Response Due January 26, 2021 Due 1:00 PM (EST) (Opening 1:05)

Short List Bidder Interviews (if needed)

February 3-5, 2021 TBD

Board Considers Proposals February 8, 2021 5:30 PM

Project Begins March 1, 2021 N/A

2. Mandatory Meeting

The District will conduct a Mandatory Pre-Bid Meeting for all Bidders on January 12, 2021.

The Pre-Proposal Meeting will commence at 10:00 AM (EST), Riverside Middle School

Auditorium at 25900 W. Warren, Dearborn Heights, Michigan. Bidders that fail to attend the mandatory Pre-Proposal meeting will be ineligible to respond to this RFP.

3. Site Visits

The District’s may schedule site visits upon a Bidder’s request. Bidders should contact Scott

Jacobs, Director of Facilities by email at sjacobs@csdm.k12.mi.us if they are interested in visiting the District’s facilities.

4. Submission of Proposals

Bidders shall submit Proposals as described in Section IV (Instructions for Submitting

Proposals).

5. Proposal Evaluation

District representatives will evaluate all proposals and may conduct interviews with certain

Bidders to clarify information provided in their respective proposals. The District’s Board of

Education will make the final selection. The District reserves the right, in its sole and absolute discretion, to reject any and all Proposals, in whole or in part, to waive any irregularities in any

Proposal or the RFP process, and to award the contract to other than the lowest Bidder.

mailto:sjacobs@csdm.k12.mi.us

6. Evaluation Weighted Criteria

Overall Quality of Proposal

Project Management/Schedule

Experience and Qualifications

Technical Approach, Guaranteed Savings and Scope of Work

Post-Installation Services and Local Support

IV. Instructions for Submitting Proposals

1. Requests for Further Information

Any questions, interpretations or clarifications, either administrative or technical, about this

RFP should be directed to Scott Jacobs, Director of Facilities by email at sjacobs@csdm.k12.mi.us. All written questions, not considered proprietary, will be answered in writing and conveyed to all responding firms. Oral statements concerning the meaning or intent of the contents of this RFP by any person are not considered binding.

2. Submission of Proposals

Each proposal must have one (1) original, three (3) hard copy, and one (1) electronic copy and signed by an authorized member of the Bidder’s firm. This member should be the highest-ranking officer at the local level. No oral, faxed, or emailed proposals will be accepted. Each

Proposal must be submitted with the required forms.. Bidders shall submit sealed, written proposals by January 26, 2021 local time, at 1:00 PM (EST) (the “Due Date”) at Crestwood

School District 27235 Joy Road, Dearborn Heights MI 48127. Bids should be addressed to the

District and should be clearly marked “Proposal for Energy Conservation Improvements.” An original and two copies of the proposal shall be submitted. Late bids will not be considered or accepted. The owner is not liable for any delivery or postal delays. At the specified location and date and time set forth above, all timely submitted proposals shall be publicly opened, dated and read aloud. Based upon proposals reviewed the District may select Bidders, in its sole discretion, to be interviewed. Once interviews, if any, are completed and any additional information required by the District is provided, the District shall select a Bidder to enter into a final agreement as the Selected Contractor. Such selection shall not be binding upon the

District until such time as the Board of Education approves the final contract in accordance with Michigan law and the Reservation of Rights provision under Paragraph 6 below.

Proposals which do not provide all of the information requested in the RFP may be disqualified from consideration.

3. Bid Security

Required. Refer to Section V (Contract Terms and Conditions Section).

4. Performance Bond and Labor and Material Payment Bond

Required. Refer to Section V (Contract Terms and Conditions Section).

5. Proprietary Information

After proposals have been opened, all proposals shall be subject to the Michigan Freedom of

Information Act (442 PA 1976), unless the information thereof falls under an exemption.

6. Reservation of Rights

The District reserves the right, in its sole and absolute discretion, to accept or reject, in whole or in part, any or all proposals with or without cause. The District further reserves the right to waive any irregularity or informality in the RFP process or any proposal, and the right to award mailto:sjacobs@csdm.k12.mi.us the contract to and to accept the proposal or proposals which the Board of Education determines will perform in the District’s best interests. The District reserves the right to request additional information from any or all Bidders. The District reserves the right to select one or more Bidders to perform the Project on behalf of the District. The selection of a Contractor shall not be binding upon the District until the contractor agreement is approved by the Board of Education in accordance with Michigan law. In the event the District and the selected Bidder are unable to agree to acceptable terms and conditions, the District, in its sole discretion, may elect to terminate the award, reject the selected Bidder’s proposal, and select another Bidder.

7. Cost of Proposal Preparation

The cost of preparing a response to this RFP, including site visits and preliminary engineering analyses, will not be reimbursed by the District.

8. RFP Information Controlling

The District intends that all Bidders shall have equal access to information relative to the

District’s requirements under this RFP. No information communicated, either verbally or in writing, to or from a Bidder shall be effective unless confirmed by written communication contained in an addendum to this RFP, a Request for Clarification or other written response thereto, or in the proposal.

9. Release of Claims

Each Bidder, by submitting its Proposal, releases the District from any and all claims arising out of, and related to, this RFP process and selection of a winning Bidder.

10. Finality of Decision

Any decision made by the District, including the Contractor selection, shall be final. However, any initial selections made by the District are subject to the execution of an acceptable contract and, at the District’s discretion, the procurement of acceptable financing for the Project.

11. Irrevocability of Proposals

A proposal may be withdrawn after it is received by the District by written request signed by the Bidder or authorized representative, prior to the time and date specified for RFP response submission. A proposal may be withdrawn and resubmitted in the same manner if done so prior to the appropriate deadline. Withdrawal or modification offered in any other manner will not be considered.

12. Collusive Bidding

By submitting a proposal, each Bidder certifies that its proposal is made without any previous understanding, agreement or connection with any person, firm, or corporation making a

Proposal for the same Services and is in all respects fair, without outside control, collusion, fraud, or otherwise illegal action.

V. Contract Terms and Conditions

The following terms and conditions shall be incorporated into the final contract negotiated between the parties. All objections/exceptions to these terms and conditions must be identified in a

Bidder’s Proposal. The failure to identify objections/exceptions in the proposal shall be deemed to be an irrevocable acceptance of all terms and conditions stated below.

1. Proposals are to be submitted as outlined in the Components of Proposal Section. The proposal must be signed with the Bidder’s name and by a responsible officer or employee of the Bidder.

Obligations assumed by such signature are binding upon the Bidder.

2. Proposals must be received by the Due Date specified in this RFP. Late proposals will not be considered or accepted.

3. In the execution of the contract, it may be necessary for the Selected Contractor to subcontract part of the Project to others. The Selected Contractor shall inform the District as to which subcontractors will be used. Subcontractors used shall be subject to the approval of the District.

The Selected Contractor shall be fully responsible to the District for the acts and omissions of its employees, its contractors, subcontractors, consultants, architects, etc., and of persons, whether directly or indirectly employed by the Selected Contractor. Nothing in this RFP or the resulting contract shall create any contractual relationship between any subcontractor and the

District. The Selected Contractor shall not assign, transfer, convey, or otherwise dispose of the contract between Selected Contractor and the District, or any part thereof, or the District’s right title, or interest in the same, or any part thereof, without previous written consent of the District.

The Selected Contractor shall not assign any power of attorney, or otherwise any monies due or to become due and payable under the agreement without previous written consent of the

District.

4. Prices for supplies, materials, and equipment are to be F.O.B. job site delivered and/or installed and are to be firm for 90 days from the Due Date for proposals. No charges for shipping, packing, drayage, or for any other purpose will be allowed over the price quoted herein.

5. Each proposal submitted shall include and the successful Selected Contractor will be required to pay all taxes which are levied by Federal, State or municipal governments upon labor, and for material incorporated into the Project. The District reserves the right to require evidence of payment of such taxes prior to final payment.

6. The Bidder must provide a detailed Project Schedule. The Project shall be completed without interference with the District’s educational, extra-curricular or athletic programs. The Selected

Contractor shall maintain a rate of work progress to ensure completion of the Project within the timeframes set forth in the agreed upon Project Schedule.

7. A bank money order, certified check or bid bond must accompany all Proposals by a recognized surety company for not less than five percent (5%) of the amount of the Proposal submitted and made payable to the District as required by MCL 380.1267 (“Bid Security”).

The Bid Security is a guarantee the Selected Contractor will, in case its Proposal is accepted, enter into a contract with the District within sixty (60) days, unless extended by the District, to construct the Project proposed and to give satisfactory performance and payment bonds in the amount of the contract as specified. The bank money order, certified check or bid bond of the

Selected Contractor will be forfeited to the District upon failure to enter into such contract and to give such bonds. The bank money order, certified check or bid bond of the Selected

Contractor will be returned as soon as the contract is signed by the Selected Contractor and returned to the District.

8. Prior to commencement of the Project, the Selected Contractor shall furnish performance bonds and labor and material payment bonds as required by MCL 129.201, et seq. in such form as the District may require, securing the faithful performance of such contracts and payment of all obligations arising thereunder. Such bonds must be for the full amount of the contract with a surety company in good standing and licensed to do business in the State of Michigan.

The Selected Contractor shall include in the Base Proposal the cost of furnishing such bonds/securities.

9. The most current Michigan laws and regulations regarding sales and use tax shall apply and the cost of same shall be included in the Proposals.

10. The District will continue to occupy the buildings and site during the normal school year. Any installation work not completed during the summer recess shall be performed around instructional periods including after regular school hours, on weekends, on scheduled holidays, or as arranged and approved by the District during regular school hours.

11. The Selected Contractor will, at all times, keep the job clean of all debris and rubbish resulting from its operations and, upon completion of its work, will promptly remove all tools, equipment, excess material, and any rubbish caused by its work and personnel. Selected

Contractor will protect all of its material and work from hazards and be fully responsible for their condition until accepted by the District, and shall also be responsible for any damage attributable to the work or property of others, including but not limited to, the property of the

District. Selected Contractor will reimburse District for any expenses incurred to keep the job clean and clear of all debris and rubbish resulting from Selected Contractor’s failure to comply with this paragraph.

12. The Selected Contractor shall not use or permit any of its employees, contractors, subcontractors or consultants to use any equipment, hoists, staging, scaffolds, or any other material belonging to the District without prior written consent.

13. Each proposal shall be accompanied by a sworn and notarized statement disclosing any familial relationship that exists between the owner or any employee of the Bidder and any member of the District’s Board of Education or Superintendent. Proposals not accompanied by a sworn and notarized statement will not be accepted by the board.

14. Each proposal must be accompanied by a sworn and notarized statement certifying that the

Bidder is not an “Iran Linked Business” within the meaning of the Iran Economic Sanctions

Act.

15. The Selected Contractor shall procure and maintain during the life of the contract the following insurance coverages from a company or companies licensed to sell insurance in Michigan with an A+ A.M. Best rating, or equivalent: Workers Compensation in compliance with Michigan law; Comprehensive General Liability Insurance in the amount of $2,000,000 each occurrence for Bodily Injury Liability and Property Damage Liability, professional liability insurance in an amount of $2,000,000. In addition, the Selected Contractor will procure and maintain an

Umbrella Liability policy in the amount of $5,000,000. Such insurance will protect the

Selected Contractor and shall name the District and the Project site as additional or co-insured’s.

The insurance required shall be written for the greater of limits not less than the limits of liability specified or required by the law OR primary coverage of $2,000,000 per occurrence on an occurrence basis coverage shall be maintained without interruption from date of commencement of operations under the contract and throughout the term of the contract.

Professional liability insurance may be on a “claims made” basis.

All certificates of insurance must be included in the attached Exhibit F. Required insurance policies shall not be changed or canceled without ninety (90) days prior written notice to the

District.

16. The Selected Contractor shall indemnify, reimburse, hold harmless, and defend the District, its

Board Members (in their official and individual capacities), officers, employees, students, volunteers, and agents for and against all suits, actions, legal proceedings, claims of any nature and kind, demands, and all damages, loss, costs, expense, taxes, penalties, fines, liens, and actual attorney’s fees and expert witness fees incurred, caused by or arising from or attributable, whether in whole or in part, directly or indirectly, to:

a. any negligent or willful or intentional or criminal acts or omissions of, or a breach of contract by, the Selected Contractor or its principals, shareholders, employees, agents, attorneys, accountants, contractors or subcontractors;

b. any claims by any employees or former employees of the Selected Contractor or its agents or subcontractors, regarding any matter relating to their employment;

c. any matter for which the District may be held strictly liable, but which is the result of, in whole or in part, the negligent or willful or sole acts or omissions of the Selected Contractor or its principals, shareholders, employees, agents, attorneys, accountants, and/or subcontractors;

d. any tax or levy imposed upon or charged to the District as a result of compensation or any other amount paid to the Selected Contractor under or pursuant to the contract; and

e. any breach by the Selected Contractor or its subcontractors, agents, or consultants of the resulting contract with the District.

17. The Selected Contractor shall provide the District constant access to any computer system hardware and software used to develop and/or store Project data, no matter where or by whom produced or operated and Selected Contractor shall facilitate placing the District online with same by modem, station, or other method of connection, if such connection is possible. The drawings, specifications, and all other documents, electronic or otherwise, prepared by the

Selected Contractor and/or its employees, contractors, subcontractors or consultants for this

Project (collectively referred to as the “Instruments of Service”) are instruments of the Selected

Contractor’s service and, unless otherwise provided, the Selected Contractor shall be deemed the author of these documents and shall retain all common law, statutory and other reserved rights, including the copyright. The Selected Contractor shall be permitted to retain copies, including reproducible copies, of the Documents for information and reference in connection with the District’s use and occupancy of the Project. The District shall have a nonexclusive, irrevocable license, and right to access, use, and reproduce the Instruments of Service for purposes of constructing, using, maintaining, altering, and adding to the Project or completing the Project. On behalf of, and for the benefit of, the District, the Selected Contractor shall obtain similar rights from the Selected Contractor’s consultants consistent with this provision.

Such rights shall, without limitation, authorize the District and other Contractors, Subcontractors, Sub-subcontractors, and material or equipment suppliers, as well as the

District’s consultants, and separate contractors and other design professionals, to utilize and to reproduce applicable portions of the Instruments of Service for use in performing services or construction for the Project. Any termination of the contract with the Selected Contractor for any reason or under any condition shall in no way terminate or otherwise diminish the licenses and rights described herein. The Selected Contractor also shall secure on behalf of the District an irrevocable license to use any and all software necessary to operate the improvements provided through the Project as designed and intended.

18. All Selected Contractor overhead necessary for its performance of the Project is included in the Proposal price, unless otherwise specified herein.

19. The Selected Contractor will not discriminate against any employee or applicant for employment, to be employed in the performance of the contract, with respect to hire, tenure, conditions or privilege of employment, or any matter directly or indirectly related to employment, because of race, age, sex, color, religion, national origin, ancestry or physical disability. Breach of this covenant may be regarded as a material breach of the contract.

20. If the Selected Contractor shall neglect to execute the work properly, or should refuse to remedy any defects in the work due to inferior quality of workmanship or material, or should in any manner fail to perform any provision of the contract, the District, after seventy-two (72) hours written notice to the Selected Contractor, may terminate the contract, and/or may correct such deficiencies and deduct the cost thereof from payment due the Selected Contractor.

Additionally, the contract may be terminated for any reason by the District upon not less than thirty (30) calendar days’ written notice to the Selected Contractor. In the event of termination not the fault of the Selected Contractor, the Selected Contractor shall be compensated for services performed up to the date of termination.

21. The Selected Contractor shall perform its obligations hereunder in compliance with each and every Federal, State and Local law, statute, act, rule, regulation and ordinances, orders and codes, including applicable licensing requirements. The Selected Contractor shall comply with sound engineering and safety practices and any and all District and/or District Board of

Education policies, practices, procedures and rules, past, present and future. The Selected

Contractor shall be responsible for obtaining all governmental permits, consents and authorizations as may be required to perform its obligations.

22. The Selected Contractor shall perform its work, particularly its professional design work, consistent with the highest professional standard applicable to the profession and/or trade associated with the portion of the work of Selected Contractor at issue in a given circumstance.

23. The Selected Contractor shall provide a composite floor plan of each building reflecting each and every change resulting from the Project. The final composite plan shall show the District’s room number and/or text label for all rooms and spaces. The Selected Contractor shall prepare and provide a set of “As-Built” drawings showing changes in the work made during the Project.

The Selected Contractor shall certify these drawings as accurate; provided the Selected

Contractor’s certification shall be made to the best of the Selected Contractor’s knowledge.

These drawings shall be provided in the form of reproducible drawings and digital documents as specified by the District. Digital format shall include all the following:

a. Copies of all drawing files in AutoCAD.

b. A “TIFF File” version of each printed sheet in the reproducible drawing set.

c. All digital files shall be presented on compact disk media or USB memory stick.

24. Assignment and Subcontracting. The Selected Contractor may not, without the District’s prior written consent, modify or change subcontractors or otherwise assign the contract, or part thereof, or any obligations thereunder, or arising from or relating to this RFP.

25. Independent Contractor. The Selected Contractor shall at all times be deemed a third party, independent contractor. Subject to the parties’ independent contractor relationship, the District shall have the right to reasonably approve the identity of representatives and employees of the

Contractor, or any related contractor or subcontractors. The District shall retain the right to request that any employee of the Contractor or subcontractor removed from, or transferred within, the Project.

26. Governing Law. This RFP, and any contract arising from this RFP, shall be governed by the laws of the State of Michigan. The applicable law for any legal disputes arising out of this RFP or any contract shall be the law of (and all actions hereunder shall be brought in) the State of

Michigan, and the venue for such disputes shall be the Holt County Circuit Court. The

Contractor shall comply with all applicable sound engineering and safety practices and any and all District policies, practices, procedures and rules. The Contractor shall be responsible for obtaining all governmental permits, consents, and authorizations, as may be required, to perform its obligations.

Contractor acknowledges and agrees that this Project is subject to the requirements of the

Revised School Code, the School Building Construction Act, the Occupational Code, and other laws related to the construction of school buildings, and further agrees that it will comply and ensure compliance with all applicable laws including the foregoing. Without limiting the breadth of the foregoing, Contractor shall ensure that District satisfies all filing requirements under MCL 380.1274a, either by filing the documents and information itself or by assisting the District in properly and timely filing such documents and information. Contractor shall work closely with the District with respect to the foregoing and shall keep the District fully informed of obligations and time frames.

27. Form of Contract. Any forms and contracts a Bidder proposes to include as part of any contract resulting from this RFP between the Selected Contractor and the District must be submitted as part of its proposal. Any forms and contracts not submitted as part of the proposal and subsequently presented for inclusion may be rejected. While a Bidder may submit a suggested form of contract with its proposal, the award of the proposal is subject to the negotiation of a contract to the reasonable satisfaction of a representative of the School and/or the Board, incorporating the terms and conditions of this RFP, and subject to the review and approval by the District’s legal counsel.

28. Incorporation by Reference. The District considers this RFP legally binding and will require that this RFP and the Bidder’s Proposal to be incorporated by reference into any subsequent contract between the Selected Contractor and the District. It should be understood by the

Contractor that this means that the District expects the Selected Contractor to satisfy substantially all requirements listed herein. Exceptions should be explicitly noted in the

Contractor’s proposal. Lack of exceptions listed in the Proposal will be considered acceptance of all of the requirements and specifications presented in this RFP.

29. Payment and Performance Bonds. In compliance with Act 213, Public Acts of Michigan, 1963, as amended, the Selected Contractor shall execute performance and payment bonds acceptable to the District. One bond will be for the faithful performance and fulfillment of the contract and to include protection of the District from all liens and damages arising out of the work.

The other bond will be conditioned for the payment of labor and materials used in the work and for the protection of the District from all liens and damages arising there from. Each of the bonds will be in the amount of one hundred percent (100%) of the total amount of the contract price, through satisfactory completion of installation.

30. Limitation of Liability. The District shall in no event be liable or responsible for damage or injury to any person or property related to the actions or inactions of the Contractor or the

Contractor’s employees and agents. The District shall not be required or permitted to indemnify the Contractor, its employees, agents or any other third party. Contractor shall not require District to waive claims prior to their accrual, including, for example, by way of limitation of liability provisions or waivers of certain types of damages.

31. Taxes. Contractor is required to pay all taxes applicable to this project, including all sales, use, employment and any other taxes levied by Federal, State or local units of governments related to the work and/or the installation thereof. The District reserves the right to require evidence of payment of such taxes prior to final payment. All applicable taxes are deemed included in the Contractor’s price.

32. Price and Payment Terms. The Contract price shall be as bid within the Proposal and shall be inclusive of all design services, labor, materials, fees, expenses, overhead and profit. No charges for shipping, packing, drayage, or for any other purpose will be allowed over the price quoted herein. Payments shall be no more than monthly and shall be based upon percentage completion only. Contractor shall be required to provide supporting documentation with each invoice or request for payment sufficient to permit the District to verify completion. No payment shall be due for materials not delivered to the worksite prior to payment requests.

Prior to any payment, Contractor shall prepare and present to the District a schedule of values that provides a detailed breakdown of the associated cost of the Project. The schedule of values, unless objected to by the District, shall be considered when reviewing the Contractor’s request for payment.

District shall make payment to Contractor within thirty (30) days’ of receiving Contractor’s invoice and supporting documentation, unless and to the extent the District reasonably disputes the invoice in good faith. District shall be entitled to withhold retainage of ten percent (10%) on all payments to Contractor until the project is finally completed. The Project will be considered finally completed when all work and punch list items have been verified complete and all project documentation has been submitted and accepted as complete, including but not limited to maintenance manuals, operation procedures, as-built drawings, and any other record documents of the project. Final payment by the District shall not constitute a waiver of claims against the Contractor; however, the Contractor’s acceptance of final payment shall constitute a waiver of claims against the District.

33. Construction Administration Generally. Contractor shall provide daily on-site administration and supervision of all work, including work of subcontractors, at least in compliance with the requirements of 1937 PA 306 and 1980 PA 299. Contractor shall provide and update cost estimates, including estimates of variable costs and potential change orders, on a periodic basis and at least to the extent necessary to comply with 1980 PA 299. It is expressly acknowledged and understood, however, that, for purposes of the preceding sentence and otherwise, the

Contractor’s cost for performing the scope of work shall be fixed and shall not be increased under any circumstances other than a formally-approved change order increasing the

Contractor’s scope of work. Contractor shall comply with any and all other requirements of

1937 PA 306 and 1980 PA 299 in the performance of work hereunder. Contractor shall promptly notify the District of any discovered error or omission in the Instruments of Service or another contract document, and any means, methods, techniques or safety procedures of any subcontractor that fails to comply with industry standards.

34. Warranties. Contractor warrants that materials and equipment will be of good quality and new;

that the Work will be free from defects not inherent in the quality required or permitted; that all equipment will be fit for the purpose for which it is intended; and that the Work and Services will conform to the requirements of the Instruments of Service and all other contract documents. Contractor warrants that the Work, and the materials and workmanship related thereto, shall be free from defects for a period of one year from final completion/installation.

If Contractor fails to correct faulty, defective or nonconforming Work as provided in this section within twenty-four (24) hours after notice in the case of emergency conditions, or within five (5) business days after notice in other cases, the District may correct such work at

Contractor’s expense, including costs incurred due to the removal of faulty, defective, or nonconforming work and removal and storage of equipment or materials left at the site.

Nothing herein shall be construed to establish a period of limitation with respect to other obligations of the Selected Contractor. Establishment of the one-year period for correction of work described in this paragraph relates only to the specific obligation of the Selected

Contractor to correct the work, and has no relationship to the time within which the Selected

Contractor’s obligation to comply with the contract may sought to be enforced, nor to the time within which proceedings may be commenced to establish the Selected Contractor’s liability with respect to its obligations (including for defective work) other than specifically to correct the work.

Contractor warrants that it will assign any and all applicable warranties of third party manufacturers and suppliers to the District. Upon written notice from the District, Contractor shall, at its option, repair, or replace the defective Work with new parts or equipment (not reconditioned materials) or re-perform defective services. During the applicable warranty periods, Contractor shall pursue rights and remedies against manufacturers under the manufacturer warranties as necessary. Contractor shall notify the District of any claims under manufacturer warranties exercised by Contractor.

35. No Damages for Delay. Should the Selected Contractor be obstructed or delayed in the prosecution or completion of the Project by the act, negligence, delay, or default of the District or by any other damage, act or cause beyond the reasonable control of the Selected Contractor, then the time fixed for the completion of the Work shall be extended for a period equivalent to the time lost by reason of such event. Unless otherwise agreed by the District and the Selected

Contractor via a mutually executed amendment or change order, such an extension shall be the sole remedy for the Selected Contractor for delays, and no monetary remedy of any nature shall be available to the Selected Contractor for such delays. Under no circumstance shall the

Selected Contractor be liable to the District for costs associated with a delay in the prosecution or completion of the Project resulting directly from any act, negligence, delay, or default of the

District, or for costs associated with delays resulting from any other damage, act or cause beyond the reasonable control of the Selected Contractor or any subcontractor for whom it is responsible.

A-1

Exhibit A -

List of Project Sites

Building Name Address City Sta te

Gross Sq.

Feet

1 Crestwood High School 15501 N. Beech Daly Dearborn

Heights

MI 152,000

2 Highview Elementary 25225 Richardson Dearborn

Heights

MI 41,000

3 Hillcrest Elementary 7500 N. Vernon Dearborn

Heights

MI 36,000

4 Kinloch Elementary 1505 Kinloch Dearborn

Heights

MI 38,000

5 Riverside Middle School 25900 W. Warren Dearborn

Heights

MI 157,000

B-1

Exhibit B -

Bidder Acknowledgement of RFP Requirements

The undersigned declares that he/she has carefully examined the instructions and specifications contained in the RFP and will perform the work and services set forth in its sealed proposal for the price set forth in its sealed proposal.

Any exceptions to the terms and conditions contained in this RFP or any other special considerations or conditions requested or required by the Bidder MUST be specifically enumerated by the Bidder and be submitted as part of its proposal, together with an explanation as to the reason such terms and conditions of the RFP cannot be met by, or, in the Bidder’s opinion, are not applicable to, the Bidder. The Bidder shall be required and expected to meet the specifications and requirements as set forth in this RFP in their entirety, except to the extent exceptions or special considerations or conditions are expressly set forth in the Bidder’s proposal and those exceptions or special considerations or conditions are expressly accepted by the

District. All Pricing factors must be clearly indicated in the proposal forms provided as part of the Bidder’s proposal.

Name of Company: _____________________________________________________________

Address: ______________________________________________________________________

City/State/Zip: _________________________________________________________________

Phone/Fax: ____________________________________________________________________

Representative/Title: ____________________________________________________________

Signature: _____________________________________________________________________

Date: _________________________________________________________________________

C-1

Exhibit C -

Bidder Acknowledgement/Statement of Acceptance of Program Management

Responsibilities

Provide 1) a statement of program management responsibility, including the supervision required for the Program pursuant to…