Lighting RFP 2024 REVISED 2.29.24 cmb.docx

SUTTONS BAY PUBLIC SCHOOLS

BIDDING DOCUMENTS for

LED LIGHTING PROJECT

April 6, 2024

I. SUBMISSION DEADLINE AND BID REQUIREMENTS

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

April 22, at 2:30 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:

SUTTONS BAY PUBLIC SCHOOLS

BID OPENING - LED LIGHTING PROJECT

April 6, 2024

[BIDDER'S NAME]

[BIDDER'S ADDRESS]

[BIDDER'S TELEPHONE NUMBER]

The envelope must be addressed and delivered to:

Suttons Bay Public Schools Attention: Liz Venie, Board Secretary Tim Smith, Chief Operating Officer 500 S. Elm Street P.O. Box 367 Suttons Bay, Michigan 49682

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. The Bids will be opened by the Chief Operating Officer in the presence of at least one (1) other person and read aloud at the date and time stated above. No immediate decision will be rendered. Bids will not be open to the public, nor disclosed to unauthorized persons prior to award of Contract, except as required by law. However, after award of Contract, all Bids shall be open to public inspection, subject to any continuing disclosure prohibition under Michigan law.

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 Suttons Bay Public Schools. 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 to requests for clarification, addenda, or other relevant information, and they 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 Suttons Bay Public Schools at the property address and/or email address given above and with the subject line “LED Lighting 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 less than six (6) days before the deadline for Bid submission. 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 one (1) day before the deadline for Bid submission. 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 Addenda 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 Suttons Bay Public Schools administration offices during normal business hours 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, 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 “Suttons Bay 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, Bidder fails to execute the form of Contract, including the provision of insurance and bonds acceptable to the School District, within one (1) day of an award of the Contract to Bidder. Security shall be returned to all other 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 to evaluate Bids in light of the requirements of the Bidding Documents. The School District reserves the right to be the sole judge of any equivalency determinations, to waive any irregularity in the Bid process or any Bid, and to determine the lowest responsible Bidder for purposes of Bid award. 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 to reject any or all Bids. 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 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 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.

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. The School District may conduct a Pre-Bid meeting and/or a Pre-Bid walk of the property on a date(s) to be determined. Bidders are strongly encouraged to attend any such meeting or walks because, if provided, no other meetings or walks will be guaranteed. Bidders may ask questions about the facilities, requirements, and the Bidding Documents during such meeting or walks, answers to which may be given immediately or later in accordance with the process described above. If a Bidder does not attend any such Pre-Bid 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.

1.14 Economy of Preparation. Bids shall be prepared simply, providing a concise description of the Bidder’s ability to meet the requirements of the Bidding Documents.

1.15 Bid Signature. The Bid proposal shall be signed by the person responsible for the decision as to services and costs being offered. (In the case of a joint proposal, each party must certify those services and costs being offered by its own firm. Unless otherwise agreed by the School District in writing, each party to a joint proposal will be jointly and severally responsible for all services offered in the proposal, regardless of who produces them.)

II. SELECTION TIME LINE, CRITERIA, AND EVALUATION

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

The School District reserves the right, in its sole discretion, to change or eliminate any or all portions of the above-identified selection timeline, except for the deadline for submission of Bids, as it determines to be in its best interest, with or without notice to Bidders.

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 personnel who will be performing services for 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.

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 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. The Proposed Contract Sum shall be identified as a total dollar amount. Alternates are encouraged (e.g., reduced pricing options, proposed upgrades), 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 requirements and the Bid is made in accordance therewith.

2.2.11.2 Bidder has received and reviewed any Addenda applicable to the project prior to submitting its Bid.

2.2.11.3 Bidder warrants that it is familiar with the relevant property, project requirements, and scope of work to be performed, including all Addenda issued for the work.

2.2.11.4 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.

2.2.11.5 Bidder has included evidence of all insurances required by the Bidding Documents.

2.2.11.6 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. This includes, but is not limited to, complying with state-level requirements for approvals, permits, and inspections.

2.2.12 School District Policy and Administrative Guideline Requirements:

2.2.12.1 The naming of a given manufacturer and model number is not intended to limit bidding but to establish the level of quality desired for the various items required. Bidders should exercise care in bidding equivalent items. Complete descriptive literature must accompany equivalent Bids. Samples will be requested if necessary.

2.2.12.2 Bid price shall include delivery to the point of use. Where it shall be deemed necessary by school officials, the successful Bidder shall be prepared to provide instruction in use and care of equipment delivered in both written form and on a demonstration basis.

2.2.12.3 Optional accessories necessary for the basic use of equipment shall be included in the base Bid. Such accessories not necessary for the basic use, but deemed desirable, shall be included as an alternative Bid with a complete description.

2.2.12.4 Each group of items or individual item, if classified in this way, shall constitute a separate Bid. The Board of Education, however, may accept a combined Bid for all items bid by one Bidder.

2.2.12.5 Delivery date is a part of the Bid and must be submitted on the Bid form at the time of bidding.

2.2.12.6 Bidders are required to use the Bid form attached for base Bids. Alternate Bids may be attached to the Bid form.

2.2.12.7 All Bids shall be exclusive of applicable excise taxes. Exemption forms will be executed when necessary.

2.2.12.8 All Bids shall be submitted in sealed envelopes clearly marked with the words "Bid Opening", the date and time of Bid Opening, the Bid, and the name of the Bidder.

2.2.12.9 In the event of discrepancies between the unit price and extension, the unit price shall prevail.

2.2.12.10 Manufacturer's written guarantees shall accompany each Bid. Bidders may state in writing, additional guarantees which will become a part of the Bid and considered in making awards.

2.2.12.11 Where applicable, service facilities and convenience of service will be considered as part of the Bid. When necessary, Bidders shall submit evidence of ability to install adequately, service or supply the required items, and that the sale or provision of such items or services is a substantial, regular and continuous part of the Bidder's business.

2.2.12.12 Where applicable, Bidders shall certify that all relevant Federal, State, and Local laws have been complied with.

2.2.12.13 Each Bid shall be accompanied by either a bond for the full amount of the Bid or a cashier's check or letter of credit equal to ten percent (10%) of the total Bid and a statement indicating no outstanding personal property tax obligations.

2.2.12.14 All necessary insurance certificates shall be supplied only when specifically requested.

2.2.12.15 No order awarded under these specifications, or any part thereof, shall be sublet or assigned without the written approval of the Superintendent.

2.2.12.16 The Bidder acknowledges that by submitting a Bid, the specifications and other instructions are in the Bidder's opinion, appropriate and adequate for the intended purpose.

2.2.13 The Bidder shall specifically identify and explain any and all complaints or requested exceptions to its compliance with the requirements of the Bidding Documents (including Attachment D). The failure to specifically identify and explain an exception shall be deemed an express agreement to be bound by the terms of Bidding Documents.

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, the quality of the item(s) to be supplied, conformity with the specifications, suitability to the requirements of the School District, delivery terms, and past performance.

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. It is expressly acknowledged and agreed that the School District may award the Bid in parts, to multiple Bidders, if deemed in the School District’s best interest. If a Bidder wishes only to be considered for an award of the entire scope of work, it must expressly state so in its Bid.

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 (including Attachment D) 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 2.2.13 and agreed to by the School District. In the event of any inconsistency between or among any of the Bidding Documents, the Bid, or any other document referenced or incorporated therein, 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, 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, daily cleaning of work areas including disposal of any trash, and shall coordinate with the School District to minimize disruption to its regular operations.

3.2 Scope of Work. Bidder shall perform LED lighting improvements as described in Attachment E, hereto. 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. The scope of services may change as the project progresses in the School District’s sole discretion.

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.

3.4 Taxes. The selected Bidder shall be solely responsible for all sales, use, and any other taxes related to the provision of services required by this RFP. It is acknowledged and agreed that the School District is a tax-exempt entity.

3.5 Equipment. Bidder's base Bid shall be premised on providing and maintaining all equipment necessary to provide the services required herein.

3.6 Prime Responsibilities. The Bidder assumes responsibility for all services offered in the proposal, regardless of who actually provides such services and whether the selected Bidder utilizes separate consultants or subcontractors. The selected Bidder shall be the sole point of contact with regard to contractual matters, including payment of any and all charges resulting from the contract.

3.7 Project Schedule. Within ten (10) days after receiving notice of award, unless the School District requires a response sooner, the Bidder shall provide a schedule of services to be performed that complies with the timeline for substantial completion identified above. The School District shall review and, if acceptable, approve the schedule of services. Once approved, the schedule shall not be exceeded without the School District’s prior written consent, which may be provided or withheld in its sole discretion.

3.8 Performance/Payment Bonds. Prior to commencing services as set forth herein, Bidder shall provide performance and payment bonds, each for 100% of the Bid amount, and which shall otherwise comply with the requirements of MCL 129.201, et seq. The cost of performance and payment bonds are deemed included within the Bid amount. If the Bid amount is less than $50,000, the School District may reject, in its sole discretion, the Bidder’s obligation to provide performance and payment bonds, or may require bonds in an amount less than 100%.

3.9 Records and Reporting Requirements.

3.9.1 The Bidder shall make available at any time to the School District all drawings, specifications, instruments of service, subcontractor agreements, operating records, or any other document or information that the School District may reasonably request. Additionally, the Bidder will provide the data to the School District on final cost reports and other information mutually agreed on by the School District and the Bidder.

3.9.2 The Bidder shall be required to provide all data necessary for the School District to timely file all reports required by the State of Michigan, if any.

3.10 Termination of Contract.

3.10.1 In addition to any other rights the School District may have, it shall have the right to declare the Bidder in default if:

3.10.1.1 Bidder becomes insolvent, makes an assignment for benefit of creditors, or if a petition in bankruptcy is filed by or against it;

3.10.1.2 Bidder abandons the work;

3.10.1.3 Bidder refuses to proceed with the work when and as directed by the School District or fails to correct within a reasonable correction period of not more than five (5) days any unsatisfactory performance after receiving notice from School District of such unsatisfactory performance;

3.10.1.4 Bidder sublets, assigns, transfers, conveys, or otherwise disposes of the agreement other than as herein specified;

3.10.1.5 The School District Board of Education determines that Bidder is, or has been willfully or in bad faith, violating any of the provisions of the Contract;

3.10.1.6 Any applicable laws have been violated by Bidder or its agents, servants, or employees;

3.10.1.7 In the sole determination of School District, Bidder provides its services in a manner that imperils the safety of others;

3.10.1.8 The Bidder’s licenses or permits that are legally required to perform service called for by this agreement have been suspended or revoked;

3.10.2 During the course of the Contract, a meeting may be called at any time by the Bidder or the School District to review the quality of the services provided or any other issue that may arise.

3.10.3 The School District shall have the right to terminate the Contract for any or no reason, without penalty, by providing seven (7) days’ prior written notice.

3.10.4 In the event of a termination, the Bidder shall be entitled only to compensation for those services properly provided to the date of termination. Bidder shall have no right of any special or consequential damages in the event of such termination.

3.11 Hold Harmless/Indemnification Agreement.

The Bidder shall hold harmless and indemnify the School District and its respective officers, agents, employees and from every claim or demand, including the cost of legal defense, by reason of:

3.11.1 Injury to the Bidder’s or School District’s respective employees, and any injury to person or property sustained by the Bidder or by any person, firm, or corporation employed directly or indirectly by the Bidder in connection with the Bidder's negligent or wrongful performance under the Contract.

3.11.2 Injury caused by the Bidder’s employees and any injury to person or property sustained by any person, firm, or corporation, caused by an act, neglect, default, or omission of the Bidder, by any person, firm, or corporation directly or indirectly employed by the Bidder in connection to the Bidder’s negligent or wrongful performance under the Contract.

Attachment A – Familial Disclosure Form

AFFIDAVIT OF ______________________________

(insert name of affiant)

1. I am a/the:

of [insert name of contractor], a bidder for the LED lighting project at Suttons Bay 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:

Dated: ________________

Subscribed and sworn before me in _________________ County, Michigan, on the ___ day of _________________, 20____ ____________________________________________(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 the LED lighting project at Suttons Bay 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.

Attachment C - Bid Form

Attn: __________________________

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

Identify If Bidder Will Accept Partial Award: Yes _____ No _____

Acknowledgments:

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 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?

Date: ______________________________________________

School Project: ____Yes ____No

Date: ______________________________________________

School Project: ____Yes ____No

Date: ______________________________________________

School Project: ____Yes ____No

Schedule

Dispute Resolution

Insurance

Exceptions

Attachment D – Form of Contract

AGREEMENT

This Agreement (“Agreement”) is made this ____ day of ___________, 20___ by and between Suttons Bay Public Schools, a Michigan general powers school district, organized and operated pursuant to the Michigan Revised School Code, whose address is 500 S. Elm Street, P.O. Box 367, Suttons Bay, Michigan 49682 (hereinafter referred to as the “District” or "Owner"), and __________________, a Michigan ___________, whose address is __________________________ (hereinafter referred to as “Contractor”), for services related to LED lighting improvements at the District, all in accordance with the terms and conditions herein.

RECITALS

WHEREAS, the District desires to obtain various LED lighting improvements ("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 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 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 professionally 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 timely and 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 seven 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 two (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 seven (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 June 1st, 2024 and shall be finally and sufficiently completed on or before August 15th, 2024. The District reserves the right to seek damages for any Contractor delays.