Final Bid with Addendum 12-14-2017.pdf

315 S. Coral Street, Kalkaska, MI 49646 T: 231-258-9109 F: 231-258-4474 www.kpschools.com

Kalkaska Public Schools Addendum to Re-keying Project Bid

Revised: 12-14-2017

Please be advised that the Pre-Bid Meeting and/or Pre-Bid Walk-Through (optional) on January 10, 2018 will begin at 9:00 a.m., at the District Central Office, 315 S. Coral Street, Kalkaska, MI 49646.

Home of the Blue Blazers

Re‐Keying Project

BIDDING DOCUMENTS

December 12, 2017

I. SUBMISSION DEADLINE AND BID REQUIREMENTS

Bids must be received by the Kalkaska Public Schools (“School District”) Board of Education on or before:

Due: January 23, 2018, at 1:00 p.m.

Bid Opening: January 23, 2018, at 2:00 p.m.

1.1 Bid Envelope. An opaque, sealed envelope containing your Bid, and any other supporting data to be submitted therewith, must be marked in the lower right hand corner with the following description:

KALKASKA PUBLIC SCHOOLS

RE-KEYING PROJECT

[PROPOSER'S NAME]

[PROPOSER'S ADDRESS]

[PROPOSER'S TELEPHONE NUMBER]

The envelope must be addressed and delivered to:

Attention: Dr. Karen Sherwood

Superintendent of Schools 315 S. Coral Street

Kalkaska, Michigan 49646

1.2 Late Bids. Each Bidder is responsible for submission of its Bid. Bids or revisions to Bids received after the date and time specified above will be rejected for consideration by the School District. Any rejected Bids will be returned to the Bidder unopened. The School District is not liable for any delivery or postal delays.

1.3 Original Bid and Copies. Each Bid must be an original, written, hard copy, signed by an authorized member of the Bidder’s firm. Along with the original, signed Bid, the Bidder shall also submit two (2) copies of the Bid.

1.4 Opening of Bids. At a public meeting, at the date and time stated above, at the Kalkaska Public Schools Superintendent Office, 315 S. Coral Street, Kalkaska, MI 49646, the Board of Education or its designee will open and read aloud each Bid.

No immediate decision will be rendered.

1.5 Clarifications and Addenda.

1.5.1 Intent to Respond. Each Bidder who intends to submit a

Bid in response to this RFP may (but shall not be obligated to) submit, via email, an “Intent to Respond” to Dr. Karen Sherwood at ksherwood@kpschools.com. An Intent to Respond shall include the name of the Bidder, the name of the contact person, and that person’s email address.

The School District intends to communicate with Bidders via email, including with respect to Bid clarifications and addenda. Those Bidders who fail to properly provide an Intent to Respond are not precluded from bidding, however, they will not receive responses and shall be solely responsible for obtaining any such information from the School District in an alternative manner.

1.5.2 Requests for Clarification. Bidders must examine the

Bidding Documents and otherwise satisfy themselves as to the scope of same and their respective responses. Bidders must notify the School District, as soon as detected, of any errors, omissions, or inconsistencies in the Project requirements or other aspects of the Bidding Documents. After Bid submission, the School District will not entertain any complaint or claim that the terms of the Bidding Documents were misunderstood. Bidders may request clarification of information within the Bidding Documents. All such requests should be made in writing to Dr. Karen Sherwood at the property address and/or email address given above and with the subject line “Re-Keying Project Bidding Documents Request for Clarification”. A written response to all written requests for clarification will be made within five (5) business days after the receipt of such requests. No requests for clarification will be accepted after the close of business on January 15, 2018. The responses to any requests for clarification will be provided to all Bidders who filed an Intent to Respond or are otherwise on record with the School District as having received a copy of the Bidding Documents.

1.5.3 Addenda. If it becomes necessary to revise any part of the

Bidding Documents, by addition, deletion, clarification, or correction, notice of the revision will be emailed to those providing an Intent to Respond and otherwise available to all Bidders upon an appropriate request. The School District may, but shall not be required to, deliver addenda by regular mail or other method. All addenda shall become a part of the Bidding Documents. No Addenda shall be issued after the close of business on January 20, 2018. Each Bidder bears responsibility for confirming prior to submitting a Bid that it has received all issued Addenda. To avoid miscommunication, each Bidder should acknowledge all addenda which it has received, but the failure of a Bidder to receive, or acknowledge receipt of any addendum shall not relieve the Bidder of the responsibility for complying with the terms thereof.

1.5.4 Availability. Copies of the Bidding Documents and any

associated addenda may be received from the Kalkaska Public Schools Business Office between the hours of 8:00 a.m. and 4:30 p.m., Monday through Friday, prior to the time and date specified above for the submission of Bids.

1.6 Bid Information Controlling. Each Bidder shall prepare its Bid based only on the information contained in the Bidding Documents, notwithstanding any information that may have been previously provided to, or alternately obtained by, a Bidder. A Bidder noting any inconsistency within the Bidding Documents or between the Bidding Documents and any information previously or alternately obtained should submit a request for clarification. No information communicated verbally or in writing to or from a Bidder shall be effective unless confirmed in writing in the Bidding Documents, an addendum to the Bidding Documents, or a request for clarification response.

1.7 Bonding and Security. Each Bid must be accompanied by a bid bond, certified check, cash, or irrevocable letter of credit in an amount of five percent (5%) of the Bid Amount. If a bid bond is posted by a Bidder, it shall be from a surety licensed to do business in the State of Michigan and the attorney-in-fact who executes the bid bond on behalf of the Bidder shall attach a certified, current copy of its power of attorney. In the event a certified check is submitted, it shall be made payable to “Kalkaska Public Schools,” and the School District shall not be liable for any interest earned thereon. The security, in whatever form, shall be forfeited in its entirety as liquidated damages, and not as a penalty, if the Bidder withdraws its Bid after the due date for submission of Bids or, upon acceptance of its Bid by the School District, if Bidder fails to perform services or to execute the Contract within fifteen (15) days of an award of the Contract to Bidder. Good faith deposits shall be returned to all Bidders within a reasonable time after the award and execution of a Contract by the successful Bidder.

1.8 Reservation of Rights. It is the intent of the School District to award any Contract in due course after a reasonable period of time to evaluate Bids in light of the requirements of the Bidding Documents. The School District reserves the right to waive any irregularity in the bid process or any Bid, and the right to award the Contract to other than the Bidder(s) submitting the lowest bid, if in accordance with law. The School District reserves the right to request additional information from any or all Bidders, including an oral interview to discuss, clarify, and answer any questions regarding the Bid. The School District reserves the right, in its sole and reasonable discretion (for this provision and for all other provisions contained in the Bidding Documents), to reject any or all bids, in whole or in part. Grounds for rejection of Bids may include, but are not limited to:

Failure of Bid to conform to requirements of the Bidding Documents

Submitting a Bid imposing conditions which would modify the terms and conditions of the Bidding Documents or limit the Bidder’s liability to the School District on any awarded contract

Submitting a Bid determined by the School District to be unreasonable in price The Bidder is determined by the School District not to be a responsible Bidder Failure to furnish a bond or security as required by the Bidding Documents Any other legal reason deemed relevant by the School District and which is consistently applied

1.9 Release of Claims. Each Bidder submitting a Bid releases the School

District from any and all claims arising out of, and related to, the bidding process and the selection of a contractor.

1.10 Bidder Bears Costs of Bid. A Bidder is responsible for any and all costs it incurs (or that are incurred by others on its behalf) in preparing or submitting a Bid, or in otherwise responding to the Bidding Documents. If selected, any start-up costs shall be deemed included in the Bid Amount.

1.11 Modification or Withdrawal of Bids.

1.11.1 Bids submitted early may be modified or withdrawn prior to the submission deadline. Any modified or resubmitted Bid shall be submitted in the same fashion as required by the Bidding Documents and shall be worded so as not to reveal the amount of the original proposal sum.

1.11.2 Bids submitted and not timely modified or withdrawn shall be irrevocable for a minimum period of ninety (90) calendar days following the submission deadline.

1.12 Collusive Bidding and Relationship Disclosure.

1.12.1 The Bidder certifies that its Bid is made without any previous understanding, agreement or connection with any person, firm, or company making a Bid for the same project and is in all respects fair and without outside control, collusion, fraud, or other illegal action.

1.12.2 The Bidder shall submit a Familial Relationship Disclosure in substantially the form included within these Bidding Documents.

1.12.3 The Bidder shall submit a certification under the Iran Economic

Sanctions Act in substantially the form included within these Bidding Documents.

1.13 Pre-Bid Meeting / Pre-Bid Walk-Through.

1.13.1 The School District may conduct a pre-bid meeting and/or a pre-bid walk-through on a date(s) to be determined. Bidders are strongly encouraged to attend any such meeting or walk through because, if provided, no other meetings or walk-throughs will be guaranteed. Bidders may ask questions about the facilities, requirements, and the Bidding Documents during such meeting or walk-through, answers to which may be given immediately or at a later date in accordance with the process described above. If a Bidder does not attend any such pre-bid meeting or walk-through, it shall provide, along with its proposal, an explanation why the School District should be confident that Bidder understands the scope of work to be provided pursuant to the Bidding Documents despite not attending the pre-bid meeting or walk-through.

1.13.2 The School District reserves the right to reject the proposal of any Bidder failing to attend any such pre-bid meeting or walk-through and failing otherwise to explain in writing why the Bidder has at least equivalent knowledge of the School District's facilities and requirements as other Bidders who attended the meeting or walk-through.

II. SELECTION TIME LINE, CRITERIA, AND EVALUATION

2.1 The Bidding Documents shall be released, and Bids thereafter considered, on the following schedule:

Release of Bidding Documents December 12, 2017 Pre-Bid Meeting and/or Pre-Bid Walk-Through (optional) January 10, 2018 Deadline for Requests for Clarification and Addenda January 15, 2018 Bids Due January 23, 2018 Award of Contract To Be Determined

The School District reserves the right, in its sole discretion, to change or eliminate any or all portions of the above-identified selection timeline as it determines to be in its best interest, with or without notice to Bidders. Notwithstanding the foregoing, any change in the deadline for Bid submission must comply with applicable competitive bidding laws, if any.

2.2 Bid Information. Bids must demonstrate an understanding of the scope of work and the ability to accomplish the tasks set forth herein and must include information that will enable the School District to determine the Bidder’s overall qualifications. Each Bid shall include the information identified below and otherwise required by the Bidding Documents, but may also include any other information that the Bidder feels is significant with respect to the School District making an informed decision relative to the Bid.

2.2.1 Bid security as required by Section 1.7.

2.2.2 Original bid document and copies as required by Section 1.3.

2.2.3 The Bid shall include the legal name of the Bidder, a statement of whether the Bidder is a sole proprietor, a partnership, corporation, or other legal entity, and the date of organization/incorporation. The Bid shall be signed by a person authorized to bind the Bidder contractually.

2.2.4 The Bid shall include a list of at least three (3) projects of similar size and nature, including: (a) the date of such project, (b) whether the project was for a school, and (c) contact information, including names, addresses, and phone numbers.

2.2.5 The Bid shall include background information and

qualifications of the project manager, project superintendent, and/or other personnel who will be involved with the School District.

2.2.6 The Bid shall include the number of employees who will be dedicated to the Project, including all applicable licenses and certifications.

Such information shall be considered the minimum acceptable number of employees upon Contract award.

2.2.7 The Bid shall provide a list of all litigation, arbitrations, mediation and/or regulatory proceedings for the past five years related to Bidder’s provision of services. The Bid shall also identify any contracts the Bidder has failed to complete and, if applicable, the reason for not completing.

2.2.8 The Bid shall include a proposed schedule for the performance of services, which may include the particular days and times for performance, but shall minimally include the number of days required to complete the Project. It is acknowledged and understood that the Project schedule may be modified from time-to-time by the School District.

2.2.9 The Proposed Contract Sum shall be identified on, and in compliance with, the Bid Form attached hereto as Attachment C.

2.2.9.1 The Proposed Contract Sum shall be identified as a

total dollar amount, but the Bidder shall provide an additional explanation how its costs have been computed (for example, some or all of labor, materials, unit costs, shipping, insurance, testing, warranties, overhead and profit, etc.).

2.2.9.2 Alternates are encourage, but will be considered only if the Bidder is first considered responsive to the pricing requirements identified above.

2.2.10 The Bid shall identify all applicable warranties, manufacturer warranties and otherwise, in any manner related to the Project. Warranty information shall include length of warranty and warranty limitations (if any).

2.2.11 By submitting a Bid, each Bidder is attesting the following:

2.2.11.1 Bidder has read and understands the Bidding

Documents and project requirements and the Bid is made in accordance therewith,

2.2.11.2 Bidder warrants that it is familiar with the

buildings, requirements, and scope of work to be performed, including all Addenda issued for the work,

2.2.11.3 Bidder’s price is based upon all required work, personnel, supplies, materials and equipment, taxes and other costs described in the Bidding Documents and in accordance with all terms and conditions without exception.

2.2.11.4 Bidder shall provide all insurances required by

the Bidding Documents and warrants its financial stability.

2.2.11.5 Bidder acknowledges and agrees to comply

with all applicable federal, state, and local laws, rules, regulations, codes, ordinances and policies that apply to Michigan public schools.

2.2.12 The Bidder shall specifically identify and explain any and all complaints or requested exceptions to its compliance with the requirements of the Bidding Documents, particularly including, but not limited to, the Form of Contract. The failure to specifically identify and explain an exception shall be deemed an express agreement to be bound by the terms of Bidding Documents and Form of Contract.

2.3 Evaluation of Bids. The School District shall have the right to take such steps as are necessary to determine the ability of the Bidder to perform the work in a prompt and efficient manner in accordance with the Bidding Documents. In determining the qualifications and responsibilities of the Bidder, the School District shall take into consideration those criteria listed in Section 2.2 and any other consistently-applied information the School District deems necessary.

2.3.1 The School District reserves the right, but shall not be obligated, to select one or more Bidders for post-Bid interviews, which may include a short post-proposal oral presentation to the School District. Such interviews, if they occur, will involve only Bidders who submit Bids falling within a competitive range to be determined by the School District. Bids will be generally evaluated based on cost, quality of response to the Bidding Documents, and the Bidder’s apparent capability to perform.

2.3.2 The School District reserves the right to reject any and all Bids and to waive informalities and/or technicalities where the best interest of the School District may be served. The School District shall award to the lowest responsive and responsible bidder.

2.4 Contract Award and Requirements.

2.4.1 The award of a Contract is contingent upon securing an

acceptable Bid, as determined within the School District’s sole discretion. A Contract shall be binding and enforceable only upon approval by the School District’s Board of Education.

2.4.2 The Contract shall incorporate the Bidding Documents and accepted portions of the Bidder’s Bid, subject to: (a) any specific exception to the Contract’s terms as identified and explained in writing by the Bidder pursuant to Section 2.2.11 and agreed to by the School District. In the event of any inconsistency between or among any of the Bidding Documents, the provision that is most favorable to the School District (as determined in the School District’s sole discretion) shall govern. Any submitted Bid is an offer to enter into a contract based upon the foregoing.

III. DESCRIPTION OF SERVICES

3.1 Generally. Bidder shall furnish all supplies, materials, delivery, installation, training, owner’s manuals, warranties, and other services identified in the Bidding Documents and/or any awarded Contract, subject to Section 2.4.2, at least equivalent to the industry standard level of performance and in accordance with promised and otherwise agreed-upon timelines. Bidder shall perform in an expeditious manner, in accordance with industry standards, shall daily clean work areas and dispose of any trash, and shall coordinate with the District to minimize disruption to its regular operations.

3.2 Scope of Work. Bidder shall re-key locks in the Central Office, Birch Street Elementary, Cherry Street Intermediate, Rapid City Elementary, Middle School, and High School, as more particularly described in Attachment E hereto, entitled “Door Lock Counts by Building”. Locks include regular and special locks for interior and exterior doors, including deadbolts, mortises, and cylinders. Related key needs are described in Attachment F hereto, entitled “All Building Key Needs”. The naming of any given manufacturer and/or model number is not intended to limit bidding, but to establish the level of quality desired for the various required items. Bidders may bid equivalents, but shall provide an explanation of how the product is an equivalent, including descriptive literature and samples as applicable, but the School District shall have the final decision regarding equivalent status.

3.3 Compliance With Law. Bidder and its employees are required to, and shall at all times, comply with any and all standards, regulations, codes and laws of federal, state, and local governments, including but not limited to the handling of materials, licensing and permitting requirements, privacy issues, student record issues and any other issues arising out of the services provided pursuant to the Contract.

Further, the Bidder and its employees must know and abide by the applicable policies of the School District, including, by way of example only, policies related to sexual harassment and smoking.

Attachments to Bid Documents:

Attachment A – Familial Disclosure Form

Attachment B – Iran Economic Sanctions Act Certification

Attachment C – Bid Form

Attachment D – Form of Contract

Attachment E – Project Scope: Door Lock Counts By Building

Attachment F – Project Scope : All Building Key Needs

Attachment A – Familial Disclosure Form

AFFIDAVIT OF ______________________________

(insert name of affiant)

STATE OF MICHIGAN )

)ss

COUNTY OF _________________ )

___________________________________ makes this Affidavit under oath and states as follows:

(insert name of affiant)

1. I am a/the:

G President G Vice-President G Chief Executive Officer G Member G Partner G Owner G Other (please specify) ________________________ of [insert name of contractor], a bidder on a re-keying project at Kalkaska Public Schools.

2. I have personal knowledge and/or I have personally verified that the following are all of the familial relationships existing between the owner(s) and the employee(s) of the aforementioned contractor and the school district's superintendent and/or board members:

3. I have authority to bind the aforementioned contractor with the representations contained herein, and I am fully aware that the school district will rely on my representations in evaluating bids for the business services.

4. I declare the above information to be true to the best of my knowledge, information and belief. I could completely and accurately testify regarding the information contained in this affidavit if requested to do so.

(signature of affiant)

Dated: ________________

Subscribed and sworn before me in _________________ County, Michigan, on the ___ day of _________________, 201___ ____________________________________________(signature) _____________________________________________ (printed) Notary public, State of Michigan, County of ________________ My Commission expires on _____________________________ Acting in the County of ________________________________

Attachment B – Iran Economic Sanctions Act Certification

I am the _______(title)________ of _____________(bidder)_______________, or I am bidding in my individual capacity ("Bidder"), with authority to submit a binding bid for the provision of services related to a re-keying project at Kalkaska Public Schools. I have personal knowledge of the matters described in this Certification, and I am familiar with the Iran Economic Sanctions Act, MCL 129.311, et seq. ("Act"). I am fully aware that the school district will rely on my representations in evaluating bids.

I certify that Bidder is not an Iran-linked business, as that term is defined in the Act. I understand that submission of a false certification may result in contract termination, ineligibility to bid for three (3) years, and a civil penalty of $250,000 or twice the bid amount, whichever is greater, plus related investigation and legal costs.

(signature)

(printed)

(date)

Attachment C - Bid Form

Bidder shall provide necessary information including but not limited to the information below.

Bidder can attach additional pages as necessary to provide additional information or explanation.

Bidder Information:

Name Address

Telephone Number Facsimile Number Email Address Type of Organization Date of Incorporation/Organization

Pricing Terms:

Base Bid (Bid All Five Options)

Cost Type of Lock Exterior

Rekeying Cost

Exterior Key Cost

Interior Rekeying Cost

Interior Key Cost

Total Cost

1. Interior/Exterior – All Schlage Primus XP

2. Interior/Exterior – All ASSA

3. Interior – Everest, Restricted Security

Exterior – Schlage Primus XP

4. Interior – Everest, Restricted Security

Exterior – ASSA

5. Interior/Exterior - Everest, Restricted Security

Explanation of Bid Amount: ______________________________________________ Alternate No. 1 (Optional): ______________________________________________ (plus/minus) $ __________________________________

Alternate No. 2 (Optional): ______________________________________________

(plus/minus) $ __________________________________

Acknowledgments:

Yes No Bid security provided?

Original bid and required number of copies provided?

All applicable warranties identified?

Bidder has read Bidding Documents and understands project requirements?

Bidder is familiar with buildings, scope of work, and related difficulties (if any)?

Bidder has received all Addenda issued for the project?

Bidder’s bid amount includes all required work, personnel, supplies, materials, equipment, taxes, and other costs described in Bidding Documents?

Bidder agrees to comply with all applicable federal, state, and local laws, rules, regulations, codes, ordinances, and policies that apply to Michigan public schools?

Additional Information:

Previous Projects (at least three)

Size/Cost/Nature: ______________________________________________

Date: ______________________________________________

School Project: ____Yes ____No

Contact Information: ______________________________________________

Size/Cost/Nature: ______________________________________________

Date: ______________________________________________

School Project: ____Yes ____No

Contact Information: ______________________________________________

Size/Cost/Nature: ______________________________________________

Date: ______________________________________________

School Project: ____Yes ____No

Contact Information: ______________________________________________

Personnel Information and Qualifications

Project Manager/ Superintendent: ______________________________________________

Other Employees: ______________________________________________

Number of Employees Dedicated to Project: ______________________________________________

Schedule

Proposed Schedule/ Days of Performance: ______________________________________________

Dispute Resolution

List All Prior Legal Disputes (5 years): ______________________________________________

List All Contracts Not Completed: ______________________________________________

Insurance

Identify Minimum Insurance (Coverage Types and Amounts) ______________________________________________

Exceptions

Identify All Exceptions To Bidding Documents: _____________________________________________

Attachment D – Form of Contract

AGREEMENT

This Agreement (“Agreement”) is made this ____ day of ___________, 201__ by and between Kalkaska Public Schools, a Michigan general powers school district, organized and operated pursuant to the Michigan Revised School Code, whose address is 315 S. Coral Street, Kalkaska, Michigan 49646 (hereinafter referred to as the “District” or "Owner"), and ____________________, a Michigan _____________, whose address is ___________________________________________ (hereinafter referred to as “Contractor”), for services related to re-keying locks in the District, all in accordance with the terms and conditions herein.

RECITALS

WHEREAS, the District desires to re-key locks within its various buildings and facilities ("Project") and has issued Bidding Documents for such purpose (“Bidding Documents”);

WHEREAS, Contractor is an entity which has represented to have the personnel, expertise, training, capacity and qualifications to perform the Project and has submitted a bid in response to the Bidding Documents;

WHEREAS, the District and 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 Bidding Documents and District-accepted portions of the Contractor’s bid (“Bid”) are incorporated herein by reference as if fully restated herein. In the event of any inconsistency between or among the Bidding Documents, the Bid, this Agreement, or any other contract document (collectively, 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 Contractor shall provide services related to the Project, as described in the documents identified in Section 1, as required by law, as may otherwise be subsequently agreed to by the parties in writing via amendment (“Services”). Contractor’s Services include those to be performed by Contractor, Contractor’s subcontractors and suppliers, and Contractor’s consultants and agents as enumerated in this Agreement and as reasonably necessary to complete the Project.

2.2 The work to be performed by the Contractor is generally described in the Bidding Documents, including Attachment E and F thereto, as well as all related and incidental services necessary to complete the Project.

2.3 Contractor’s services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. Contractor shall perform its responsibilities and services in a manner consistent with applicable industry standards. Contractor shall submit for the Owner’s approval a schedule for the performance of 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.

2.4 Contractor’s employees assigned to provide Services shall be fully certified, licensed and approved as necessary to lawfully perform the Services. 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 buildings and construction 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, Contractor shall be required to comply with the most-stringent obligation(s). Contractor shall obtain and comply with all necessary permits and permissions to perform the work.

2.5 Contractor shall be responsible for all materials and equipment while in transit and until finally and properly installed. Contractor further agrees that any equipment installed pursuant to this Agreement shall be new and of good working order. 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 or willful misconduct of Contractor under this Agreement, either by Contractor, any subcontractor of Contractor, or by anyone directly engaged or employed by Contractor, provided, however that 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.

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

2.7 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"), Contractor is and shall be deemed to be the sole employer of all personnel used to provide services on behalf of 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, Contractor shall: (a) have the power to hire, discipline, recruit, train and terminate 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 Contractor Personnel; (d) determine and pay the amount, if any, of reimbursement for business and/or traveling expenses of 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.

2.8 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.

SECTION 3 – FEES, INVOICE AND PAYMENT

3.1 In consideration of Services properly provided by Contractor under this Agreement, the District will pay to Contractor ________________________________ Dollars ($___________).

No additional fees, compensation, or costs of any kind shall be paid to 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 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.

4.2 Contractor agrees to procure and maintain insurance coverage in types and amounts reasonably required by the District and in no event less than identified in the Bid. 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 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 six years following final completion if claims-made. The District shall be identified as an additional insured on all applicable insurances.

4.4 If the contract sum identified in Section 3.1 is $50,000 or more, Contractor shall provide performance and payment bonds in an amount equal to 100% of the contract sum. The bonds shall be provided at no additional cost to the District, with the cost thereof deemed included within the Contractor’s bid. If the contract sum identified in Section 3.1 is less than $50,000, the District may still require the Contractor to provide performance and payment bonds, but the cost thereof shall be deemed an additional reimbursable expense. In all other respects, bonds shall minimally comply with 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 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 Contractor shall not discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment, because of race, color, religion, national origin, age, sex, weight, or marital status and other employment matters described by Title VII of the Civil Rights Act of 1964 (Pub. L. 88-352. Breach of this covenant may be regarded as a material breach of the 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 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 Contractor.

SECTION 11 – WARRANTIES

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

11.2 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 – TERMINATION

12.1 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, 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 13 – CONFIDENTIALITY

13.1 If Contractor receives information of the Owner that is "confidential" or "business proprietary," 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 14 -- MISCELLANEOUS

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

14.2 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.

14.3 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.

14.4 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.

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

Michigan.

14.6 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.

14.7 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.

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

14.9 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.

14.10 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.

14.11 Contractor agrees to retain permanent records relating to the services performed for a period of at least six (6) years following submission of the construction documents, during which period the records will be made available to the Owner upon request.

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.

By: _______________________________ By: ______________________________

Its: _______________________________ Its: ______________________________

Date: _____________________________ Date: ____________________________

Attachment E – Door Lock Counts by Building

High School:

o Deadbolts: 12 o Mortise: 74 o Rim Cylinders: 44 o Cylinders: 107

31 Exterior / 206 Interior

Middle School:

o Deadbolts: 1 o Mortise: 16 o Rim Cylinders: 17 o Cylinders: 86

17 Exterior / 103 Interior

Cherry Street Intermediate:

o Deadbolts: 0 o Mortise: 0 o Rim Cylinders: 15 o Cylinders: 53

14 Exterior / 54 Interior

Rapid City Elementary o Deadbolts: 0 o Mortise: 3 o Rim Cylinders: 20 o Cylinders: 45

17 Exterior / 51 Interior

Birch Street Elementary:

o Mortise: 57 o Rim Cylinders: 20 o Cylinders: 70

10 Exterior / 137 Interior

Central Office:

o Mortise: 0 o Rim Cylinder: 1 o Cylinder: 12

2 Exterior / 11 Interior

All information herein is believed to be accurate, but is approximate only Bids shall be provided for each of the five options identified on Attachment C, Bid Form

Attachment F – Building Key Needs

Other Location Key Opens Quantity Grand Master One key opens all interior and exterior doors in district 20 Internal Grand Master

One key opens all interior doors in district 20

Kitchen Master One key opens all kitchen, kitchen doors, cafeteria doors and all kitchen closets in ALL buildings

Central Office

Building Master One key opens exterior central office door 14 Offices One key - Master key for all offices, interior foyer and board room door

Birch Street Elementary

Building Master

One key opens every interior and exterior door within the prospective building (including boiler room, electrical room and air handler room.)

Interior Building Master

One key opens every interior door (including boiler room, electrical room, air handler room and building office doors)

Teacher/Para Keys

Every room in building except office, kitchen, boiler room, electrical room and air handler room

Kitchen Kitchen, kitchen doors, cafeteria doors and all kitchen storage closets

Cherry Street Intermediate

Building Master One key opens every interior and exterior door within the prospective building (including closet in admin office)

Interior Building Master

One key opens every interior door (including boiler room, electrical room, air handler room and building office doors)

Teacher/Para Keys Every room in building except office and kitchen 27 Kitchen Kitchen, kitchen doors, cafeteria doors and all kitchen 5

Rapid City Elementary

Building Master One key opens every interior and exterior door within the prospective building

Interior Building Master

One key opens…