STAR ACADEMY

NOTICE TO BIDDERS AND REQUEST FOR PROPOSALS

BID PACK # 2 – Phase I – Low Voltage

Star Academy is soliciting sealed bid proposals for construction trade work from qualified subcontractors for Phase I renovation of an educational facility located in Canton, Michigan.

Project Description:

The project consists of a single story educational facility located at 45081 Geddes Road Canton, MI

Owner:

Star International Academy 45081 Geddes Road Canton, MI

Construction Manager (CM):

Cunningham-Limp Company 28970 Cabot Drive Suite 100 Novi, MI 48377 Contact: Jacob Gardner, Project Manager

(248) 893-2308 E-mail: jgardner@clc.build

Architect:

GAV & Associates, Inc 24001 Orchard Lake Rd, Suite 180A Farmington, MI 48336 Contact: David Ganezer

(248) 985-9101 E-mail: daveg@gavassociates.com mailto:daveg@gavassociates.com

Separate proposals will be received for the following Bid Categories:

Design Build Fire Alarm PA/Bell/Clock, remove Gym A/V related items Cameras/Door Access/Security

*All proposals shall include all associated work and is not limited to each individual division.

Bid Packages for the following categories are pending and will be provided at a later date:

TBD

The CM is the Owner’s designated field representative and shall have the authority to provide direction regarding coordination and sequencing of all trades and subcontractor's work.

Under no circumstance shall the bidder contact the Owner for clarification of the Bidding Documents.

Bidding Procedures:

Drawings, specifications, requests for proposals and complete bid packages are available. For an RFP, you may view at:

https://cunninghamlimp.sharefile.com/d-sc51574ba907415a9

All questions regarding the bid documents should be directed to the CM.

Submitted Proposals will be considered as final, and no alternate or revised Proposals will be accepted after the closing date for receiving bids.

Owner and CM reserve the right to accept any bid based on qualifications or price, but not solely on lowest bid. Final vendor selection and award of bids is also contingent upon receiving approvals for the construction project and site plans from all local, state and authorizer as well as financing of the construction project.

Your original proposal and 2 copies marked “STAR INTERNATIONAL

ACADEMY - CANTON - BID PACK #2”, SPECIFYING CONTRACTOR

NAME, ADDRESS, PHONE NUMBER, EMAIL AND BID CATEGORY

will be accepted NO LATER THAN 2:00 P.M., E.D.S.T., March 5th, https://cunninghamlimp.sharefile.com/d-sc51574ba907415a9

2020 TO: MR. JACOB GARDER, CUNNINGHAM-LIMP PROJECT

MANAGER, AT 6919 N Waverly St. Dearborn Heights, MI 48127.

Verbal, telephone, fax or electronic mail bids are invalid and will not receive consideration. Bid proposals received after this time will not be accepted.

Bidders shall not withdraw Bid Proposals for a period of sixty (60) days after the bid due date. Unit Prices shall be held for the duration of the contract.

All bids will be publicly opened and read aloud at 2:15 P.M., E.D.S.T.

March 5th, 2020 at the Academy Support Center located at, 6919 N Waverly St. Dearborn Heights, MI 48127.

Successful bidders MAY be required to provide Labor, Material and Performance Bonds for 100% each of contract award, issued by sureties listed by the Treasury Department, as listed in U.S. Dept. of Treasury Circular 570, and licensed to do business in Michigan.

All subcontractors executing contracts with Star Academy or Cunningham- Limp Development Company must and will comply with the equal opportunity laws.

All bidders must provide familial disclosure in compliance with MCL 380.1267 and attach this information to the bid proposal.

The bid proposal will be accompanied by a sworn and notarized statement disclosing any familial relationship that exists between the owner or any employee of the bidder and any member of the Star Academy Board or the Star Academy Superintendent. The Board reserves the right to accept or disqualify a bid proposal that does not include this sworn and notarized disclosure statement. See attached form.

The Board of Directors and the Construction Manager reserve the right to accept or reject any or all bids, either in whole or in part; to award contract to other than the low bidder; to waive any irregularities or informalities; and in general to make awards in any manner deemed to be in the best interests of the Board or Construction Manager.

All blank portions of the proposal forms must be filled in and all questions responded to. Each submitted proposal must include the legal name of the bidder(s) and will be signed by person(s) legally authorized to bind the bidder(s) to a contract. If bids are submitted by an agent, satisfactory evidence of agency authority is required.

Basis of Proposal:

Proposals shall be based on the methods and materials shown on the Drawings and described in the Specifications and Scope of Work Forms.

If the Bidder wishes to bid on alternate material or piece of equipment other than that specified, he shall submit a separate Proposal on the alternate materials or equipment apart form the Base Bid. Substitutions not specifically allowed by the various Specification Sections will not be accepted after signing of the Agreement by both parties.

All parties must quote the plans and specifications as the base bid.

Failure to comply with these requirements may be cause to disqualify Proposal.

Prices must include material, delivery, equipment, supervision, labor, assembly, taxes, insurance, and fees and set in place for a complete Scope of Work. This project is not tax exempt. All applicable taxes, use, employment and other applicable taxes are to be included in your proposal.

Manufacturer's specifications and product numbers are intended to establish a minimum standard of design, construction, and quality that will be accepted.

Subcontractors shall coordinate with other trades that affect the installation of the Work, and with the Construction Manager.

Each bid shall include any hoisting, delivery, handling, and general cleanup of subcontractor’s debris and storage requirements.

All contracts for construction will be direct contracts with the Construction Manager, Cunningham-Limp Development Company. Overall administration of the Project will be the responsibility of the Construction Manager. The Owner shall approve subcontract awards in October of 2019 or upon financing and the authorizer’s approval of the construction project whichever is later, to separate contractors for separate bid divisions or combinations of bid divisions. A Bidder may submit a proposal on more than one Bid Division; however, a separate bid must be submitted for each Bid Division of a combined bid. All bids shall be submitted on the bid forms attached hereto, completely filled in, and executed (copies of the bid forms are acceptable). Facsimile bids will not be accepted.

The Bidders shall read and review the Bidding Documents carefully and familiarize themselves thoroughly with all requirements.

Project Schedule:

The approximate completion schedule for bidding purposes is attached.

All subcontractors must staff the project to maintain the scheduled completion date. Trades are anticipated to be scheduled on a phased basis in close coordination with other trades. Owner will not pay for any overtime to maintain the construction schedule. Unless delayed by force majeure events and noted in writing immediately and submitted to Owner, should the subcontractor fail to adhere to the schedule, the subcontractor shall furnish such labor and/or services, or work sufficient overtime as may be necessary to make progress conform to schedule. Failure to adhere to schedule, or failure to take steps to regain schedule shall constitute default within the terms of the contract. Any premium time costs shall not be reimbursable unless previously approved in writing by CM / Owner. Owner / CM reserves the right to interfere as necessary to supplement the project with additional labor forces to ensure the project schedule is maintained. The subcontractor will be advised in writing that a scheduling breach exists with adequate time to correct the schedule. If failure to correct the schedule remains a detriment to the Owner’s project goals, Owner / CM reserves the right to secure additional labor as necessary to comply with the project requirements. The direct costs associated with additional labor forces of the Owner / CM and Supervision time involved will be solely born by the Subcontractor.

Commencement date:

It is the intent to award the contract(s) by early March 2020 or upon site plan approval, financing and the authorizer’s approval of the construction project whichever is later. After the proposals are opened, evaluated and approved, a letter of award confirming its acceptance will be sent to the selected contractor(s). The intended contract is attached hereto.

Questions During Bidding:

If any person contemplating submitting a bid on the proposed Contract is in doubt as to the true meaning of any part of the Drawings or Specifications, he may submit to the CM a written request for an interpretation thereof. Any such Addendum will be mailed or delivered to each person receiving a set of the Contract Documents and to such other prospective Bidders as have requested they be furnished with a copy of such Addendum. Any questions regarding the RFP’s or contract documents must be sent to the Construction Manager.

Under no circumstance shall the bidder contact the Owner for clarification of the Bidding Documents.

All questions must be directed in writing email thru the use of the attached Request for Information form:

Construction Manager (CM):

Cunningham-Limp Company 28970 Cabot Drive Suite 100 Novi, MI 48377 Contact: Jacob Gardner, Project Manager

(248) 893-2308 E-mail: jgardner@clc.build

Request for Information responses:

A complete list of RFI’s and responses will be posted on the site where bidding documents were obtained.

Construction Bid Disclosure Statement – Familial Relationship

Pursuant to MCL 380.1267, a sworn and notarized statement disclosing any familial relationship that exists between the owner and any employee of the bidder and any member of the Star

Academy must be accompanied with the bid. Bids without this disclosure statement will not be accepted.

There are no familial relationship(s) that exists between the owner and any employee of the bidder and any member of the Star International Academy Board or the Star International

Academy Superintendent. If such a relationship exists, please explain:

The undersigned, the authorized representative of ___________________________ does hereby represent and warrant that the disclosure statement herein contained is true and correct.

Executed the _____ day of _____________, 201__

By: __________________________________

Title: _________________________________

STATE OF MICHIGAN

COUNTY OF __________________

This instrument was acknowledged before me on the ____day of ___________, 201__.

By: _______________________________ Notary Public

______________________ County, Michigan

My commission Expires: ______________________

Acting in the County of _______________________

NEW CONTRACTOR PROFILE

Must be filled out completely and returned with the bid documents.

PROJECT NAME: Star International Academy Canton, Michigan

GENERAL INFORMATION

Company Name:

Principals: _______________________________________________________________

Contact Person: _______ ______

Address: _________________________

Phone: ______________________________________

Cell: _______________________________________________________________

Fax: _____________________________________________

Email: _______________________________________________________________

Trade or Service Provided: ___________________________________________________

Number of Years in Business: ___________________________________________________

Geographical Coverage: ___________________________________________________

FINANCIAL

Please provide banking information and contact: Federal ID#:

Or S.S.N.:

Incorporated: Yes No Partnership: Yes No Line of credit limit: Privately Owned: Yes No Minority Owned: Yes No

Bonding ability / limits: _______

Please complete this section

Have you ever failed to complete a project? Yes No

If yes, please explain:

Have you ever been removed from a project prior to completion? Yes No

Has the Owner(s) and/or principals of the company ever filed for bankruptcy or reorganization?

Yes No

Any there any lawsuits or legal actions pending against your company? Yes No

Ever bonded a job for completion? Yes No

Provide financial statements for the past two years (if requested).

COMPANY CAPABILITIES

Projects over the last 3 years: ___________________________________________________

Number of Employees:

Average Crew Size:

Union Non-Union

Largest Project Dollar Value:

Average Project Dollar Value:

Estimating Capabilities:

Email Capabilities:

CAD Capabilities:

Equipment Owned:

Special Capabilities or Certifications:

Insurance Carrier and Capacity: ___________________________________________________

SAFETY

*** Please furnish a copy of your safety manual with your bid documents***

What is your company’s Experience Modifier Rate (EMR)?

What is your company’s MIOSHA incident rate?

Provide a copy of the OSHA 300 or 200 Logs for the last 3 years.

In the past 3 years, has your company had any MIOSHA violations or warnings? If so, please list details, including any fine amounts.

REFERENCES

Please provide three (3) client and three (3) supplier references.

Client Suppliers

Company: Company:

Contact: Contact:

Phone: Phone: ______

Company: Company:

Contact: Contact:

Phone: Phone: ____________

Company: Company:

Contact: Contact:

Phone: ______ Phone: ____________

Requirements for Signing Bids:

Bids which are not signed by individuals making them shall have attached thereto a Power of Attorney evidencing authority to sign the bid in the name of the person for whom it was signed.

Bids which are signed for a partnership should be signed by all of the partners or by an Attorney-in-Fact. If signed by an Attorney-in-Fact, there should be attached to the Bid a Power of Attorney evidencing authority to sign the bid, executed by the partners.

Bids which are signed for a corporation should have the correct corporate name thereof and the signature of the president or other authorized officer of the corporation manually written below the corporate name following the word "by", together with the stamp of the corporate seal. If such a bid is manually signed by an official other than the president of the corporation, a certified copy of the resolution of the Board of Directors evidencing the authority of such official to sign the bid should be attached to it. Such bid should also bear the attesting signature of the secretary of the corporation and the impression of the corporate seal.

Form of Subcontract:

Successful bidders will be required to sign the attached subcontract.

Review and acceptance of this contract is required with the bid submittal.

No modifications to this document will be accepted.

CONTRACTOR:

Please sign below to confirm you have read and understand the attached contract.

Date:

(Signature)

(Print Name) (Please sign, date and return with bid documents)

Bids must be delivered to: Star International Academy Attn. Mr. Jacob Gardner

6919 N. Waverly St.

Dearborn Heights, MI 48127

Bids must be delivered by: 2:00 PM March 5th, 2020

Bidder, if awarded a contract, agrees to commence work upon receipt of a written “Notice to Proceed/Letter of Intent” and to fully complete his work in accordance with and to conform to the milestone dates and durations set forth in the construction schedule established by Owner/CM. We have reviewed the plans, specifications, bid documents, and have reviewed the existing site conditions.

Name of Bidder: ___________________________________________________

Bid Category/# ___________________________________________________

Address: ___________________________________________________

Our lump sum bid to complete this work is: _____________________________

Including all applicable sales/services taxes.

Days to Complete Work ___________________________

Proposed Alternate # 1 ___________________________________ Proposed Alternate # 2 ___________________________________ Proposed Alternate # 3 ___________________________________ Proposed Alternate # 4 ___________________________________ Proposed alternate # 5 ___________________________________

Unit Rate # 1 ___________________________________ Unit Rate # 2 ___________________________________ Unit Rate # 3 ___________________________________

The undersigned declares the foregoing statements are true and correct.

Prepared By:

Signature: ______________________________ Date: ______________________

Star Academy

Request for Information

Project Name: _______________________

Date Requested: _______________________

Date Due: _______________________

To: ________________________________________________

From: ________________________________________________

Information Requested

Response

Signature: ______________________ Date: ____________________

Printed Name: ______________________

Copy To: ______________________ ____________________

Star Academy

Bid / Proposal Check List

Please include all of the following bid documents;

1 Original and 2 copies of all the documents

Familial Disclosure(notarized)

New Contractor Profile (in bidder has not worked with CLC in the last 1 year.

Signed acknowledgement of the subcontract

Lump Sum Bid Sheet (Must be on top of all bid documents)

Scope of Work Form (Must be completed & under lump sum sheet)

Complete proposal on your letterhead

Cunningham-Limp Development Company 28970 Cabot Dr., Ste. 100 General Contractor Novi, MI 48377

Ph: (248) 489-2300 Fax: (248) 489-2310

SUBCONTRACT

To: Subcontract No.:

Date:

Job:

Job Address:

(Subcontractor)

Project Description (Work):

Owner:

Architect:

Specific Exclusions:

Total Subcontract Amount: $

Other Subcontract Documents are listed on Exhibit A hereto.

Commencement Date for Work: See attached Schedule

Completion Date for Work: See attached Schedule

CUNNINGHAM-LIMP DEVELOPMENT COMPANY

By: By:

Its: Its:

(Subcontractor) (Contractor)

Date: Date:

The Contractor and Subcontractor agree as follows:

1. Prime Contract. Subcontractor acknowledges that Cunningham-Limp Development Company (Contractor) has agreed to perform certain work and furnish certain labor and materials to the project (the Project) described in this Subcontract (Subcontract) pursuant to a certain contract between Contractor and the Owner of the Project (the Prime Contract), a copy of which has been made available to Subcontractor.

Subcontractor shall be bound by the terms of the Prime Contract and all documents incorporated therein, including, without limitation, the general, supplemental and special conditions, and Subcontractor assumes toward Contractor, with respect to the Work, all of the obligations and responsibilities that the Contractor has assumed toward the Owner under the Prime Contract.

2. Performance of the Work. Subcontractor shall furnish and perform the Work in a good and workmanlike manner and in strict accordance with this Subcontract, the Prime Contract, all applicable laws, codes, ordinances and regulations and other documents listed on Exhibit A (collectively, Subcontract Documents) as the same may be amended, modified and/or supplemented in accordance with the provisions of this Subcontract. If a conflict exists between or within the Plans and/or Specifications, Subcontractor shall comply with the provision that imposes the greater duty, quality and quantity. Subcontractor represents and agrees that prior to execution of this Subcontract it: (i) has carefully examined and understands the Subcontract Documents and has determined that the Subcontract Documents are adequate for purposes of performance of the Work by the Subcontractor; (ii) has investigated the nature, locality and site of the Work and the conditions and difficulties under which it is to be performed; (iii) enters into this Subcontract on the basis of its own examination, investigation and evaluations of all such matters; (iv) does not rely upon any opinions or representations of Contractor or Owner or of any of their officers, agents, partners, members, shareholders or employees except as expressly set forth in the Subcontract Documents; and (v) is licensed to perform the Work (if so required by applicable law) and otherwise is qualified to perform the Work.

Contractor makes no warranty or representation that the Plans or Specifications meet all governmental laws, codes, ordinances or regulations now existing or hereafter promulgated.

3. Terms of Payment.

3.1 Subcontractor acknowledges and agrees that the Subcontract Amount includes all work, materials, labor, services, equipment, supervision, taxes and tariffs, including those enacted after execution of this Subcontract, delivery and transportation costs, storage, insurance, temporary facilities and other general conditions costs, price escalation, permits and other items required to complete the Work in accordance with the Subcontract Documents. The Subcontract Amount shall not be increased except as provided in this Subcontract.

3.2 Subcontractor acknowledges and agrees that receipt of payment by Contractor, from the Owner, for the Subcontractor’s Work is a condition precedent to payment by Contractor to Subcontractor for Subcontractor’s Work. The Contractor shall have no obligation to pay the Subcontractor any amount unless and until the Contractor receives payment from Owner and the amount payable to the Subcontractor shall not exceed the amount received from the Owner for the Subcontractor’s Work. Subcontractor hereby acknowledges that in entering into this Subcontract, the Subcontractor relies on the creditworthiness of the Owner, not Contractor, for payment for Subcontractor's Work.

3.3 Subcontractor’s Applications for Payment shall be processed in accordance with the Prime Contract.

Unless required otherwise by the Prime Contract, payments shall be made on a monthly basis in accordance with the days of the month designated by the Contractor for the Work cut-off date for Work to be included in the Application for Payment and submittal date for the Subcontractor’s Application for Payment. Unless required otherwise by the Prime Contract, the following shall apply:

(a) Not less than ten (10) days prior to Subcontractor’s first Application for Payment, Subcontractor shall provide to Contractor for approval a schedule of values allocating the entire Subcontract Amount among the various portions of the Work, which schedule of values shall be prepared in such a form and supported by such data to substantiate its accuracy as Contractor may require. The schedule of values approved by the Contractor (Schedule of Values) shall be used as a basis for reviewing each Application for Payment.

(b) Contractor shall pay Subcontractor within ten (10) business days following Contractor’s receipt of all of the following:

(i) Payment from the Owner with respect that portion of the Work for which Subcontractor seeks payment under the Application for Payment.

(ii) Subcontractor’s Application for Payment, including Work performed through Work cut-off date designated by the Contractor, submitted on AIA G702/G703 Application and Certificate for Payment forms or such other form as required by Contractor.

(iii) Properly completed and executed Sworn Statement, complying with the state construction lien statute, from Subcontractor and any sub-subcontractors designated by the Contractor. Such Sworn Statements shall include all information required by the statutory form, shall be current as of the date of the Application for Payment, and shall be signed by the Subcontractor.

(iv) Properly completed and executed waivers of lien, complying with the state construction lien statute, from Subcontractor and any sub-subcontractors, suppliers and laborers performing work or furnishing labor or material or services through or to Subcontractor. For progress payments, such waivers of lien shall include conditional partial waivers of lien rights covering all Work performed and labor and material and services furnished through the Work cut-off date for the current Application for Payment and unconditional partial waivers covering all Work performed and labor and material and services furnished through the Work cut-off date for the previous month’s Application for Payment. For final payment, such waivers of lien shall be full unconditional waivers of lien rights covering all Work performed and labor and material and services furnished through or to Subcontractor for the Project.

(v) Additional documentation as may be required by the Contractor or Owner to substantiate the Subcontractor’s entitlement to payment.

(c) Applications for Payment shall show the percentage complete of each portion of the Work as of the Work cut-off date for the Application for Payment. The percentage complete shall be the lesser of (i) the percentage of that portion of the Work which has actually been completed or (ii) the share of the Subcontract Amount allocated to that portion of the Work in the Schedule of Values.

(d) Applications for Payment shall not include unapproved change order work or unapproved extras and may be rejected if unapproved change order work or extras are included in the payment request.

(e) Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows:

(i) Take that portion of the Subcontract Amount properly allocable to completed Work determined on the basis of the percentage complete of each portion of the Work as described in Subpart (c) above, less retainage of ten percent (10%);

(ii) Add the amount approved by Contractor and Owner for payment for materials delivered to and stored at the site or an off-site location approved by Contractor and the Owner, less retainage of ten percent (10%);

(ii) Subtract the aggregate of previous payments made by Contractor;

(iii) Subtract amounts that are determined to have been improperly paid to Subcontractor pursuant to previous Applications for Payment as a result of errors subsequently discovered by Contractor; and

(iv) Subtract amounts withheld by the Contractor in accordance with subpart (g) below.

(f) Retainage and the unpaid balance of the Subcontract Amount shall be paid within ten (10) days after the last of the following to occur:

(i) Final completion of the Work in accordance with the Subcontract Documents (including, without limitation, all punch list work).

(ii) Acceptance of the Work by Contractor, the Owner and the Project architect.

(iii) Submittal to Contractor of full unconditional waivers of lien, complying with the state construction lien statute, from all entities performing work or supplying labor and/or material and/or services in connection with the Work, indicating that such entities have been fully paid (including all fringe benefits).

(iv) Submittal to Contractor of all close-out documents, including but not limited to, as-built drawings of the Work and all operation manuals, proof of insurance to be maintained after completion of the Work, and written warranties and guaranties and other deliverable required by the Subcontract Documents.

(v) Submittal to the Contractor of a final Sworn Statement from Subcontractor and full conditional lien waiver from Subcontractor, complying with the state construction lien statute, from Subcontractor.

(g) Contractor shall be entitled to withhold payment otherwise due to Subcontractor as reasonably determined by Contractor to be necessary to protect Contactor from costs, delays, failure of the Subcontractor to comply with the Subcontract Documents, third party claims and other losses, damages, expenses, or problems for which Subcontractor is responsible under the Subcontract Documents.

3.4 No payments made under this Subcontract shall be construed as evidence of Subcontractor’s proper or complete performance of the Work or satisfaction of Subcontractor’s obligations hereunder, and no payment shall be construed to be an acceptance of defective or non-conforming Work.

3.5 Subcontractor agrees to promptly pay, or cause to be paid in full, the amounts due to all of Subcontractor’s sub-subcontractors, consultants, suppliers and laborers performing Work or furnishing labor, materials and/or services to the Project through or to Subcontractor. Subcontractor agrees that all payments received by it shall be deemed to be, and constitute, a trust fund, and shall be first used and applied by Subcontractor in payment for all work, materials, labor, services and any and all other obligations incurred in connection with the Work, prior to their use and application by Subcontractor for its own or any other purpose.

3.6 Subcontractor hereby grants to Contractor the following rights: (i) to request names, phone numbers, copies of agreements and account status reports as to any of Subcontractor’s own suppliers, sub-subcontractors, labor unions or workmen; (ii) to audit Subcontractor’s records to verify the account status of any Subcontractor’s own suppliers, sub-subcontractors, labor unions or workmen; and (iii) to make direct payment of amounts payable to any of Subcontractor’s own suppliers, sub-subcontractors, labor unions, or workmen where Contractor determines that Subcontractor has failed to make required payments to such entities. Any such payments so made by Contractor shall be deemed a proper credit in like amount against amounts due from Contractor to Subcontractor. Payment by Contractor to any sub-subcontractor, laborer or supplier or benefit fund of Subcontractor shall not relieve Subcontractor of any obligations to Contractor under the Subcontract Documents. Contractor, in its sole discretion, may make payment by checks payable jointly to Subcontractor and any sub-subcontractor, laborer or supplier or benefit fund of Subcontractor.

3.7 In the event of a dispute regarding payment, Subcontractor shall not slow down or stop the Work, withhold deliverables, or terminate this Subcontract provided that all uncontested amounts properly due to Subcontractor under the Subcontract Documents have been paid in accordance with this Subcontract.

3.8 Within ten (10) days after notice from Contractor, Subcontractor shall remove (by discharge or statutory lien bond) all liens against the Project or the Owner’s property filed by entities performing work or furnishing labor or materials or services through or to Subcontractor. Subcontractor shall indemnify and hold

Contractor and the Owner harmless from all costs and expenses (including attorneys’ fees and court costs) incurred due to liens against the Project or the Owner’s property filed by entities performing work or furnishing labor or materials or services through or to Subcontractor.

3.9 If Contractor has provided a Payment Bond for the Project, within ten (10) days after notice from Contractor, Subcontractor shall remove all claims against the Payment Bond asserted by entities performing work or furnishing labor or materials or services through or to Subcontractor. Subcontractor shall indemnify and hold Contractor harmless from all costs and expenses (including attorneys’ fees) incurred due to claims against the Payment Bond.

4. Commencement and Completion.

4.1 Time is of the essence of Subcontractor’s performance of the Work. Subcontractor shall perform the Work in accordance with the Project Schedule as adjusted in accordance with the Prime Contract.

Subcontractor agrees to complete the Work by the Completion Date, and to perform the Work at greater or lesser speeds and at such times and in such quantities as are required for the best possible progress of the construction of the Project or as shall be specifically requested by Contractor. Subcontractor also shall so conduct the Work as to facilitate and so as not to interfere with or delay the work of Contractor any other subcontractor, contractor or supplier performing construction work or installation activities at the Project site.

Subcontractor agrees that the Work shall be started by the Commencement Date set forth in the Subcontract and shall be completed by the Completion Date set forth in this Subcontract or as indicated in the Contractor’s most recent Project Schedule. At the request of the Contractor, Subcontractor shall furnish additional information regarding the Subcontractor’s Work activities and durations in connection with the Contractor’s development and updating of the progress schedule for the entire Project (Project Schedule). Subcontractor shall sequence and complete the Work so as to insure that the Contractor is able to complete the entire Project by the Project completion date as required under the Prime Contract. Subcontractor recognizes that Contractor shall suffer financial loss if the Work is not completed within the time specified above and further agrees that Subcontractor shall be liable to Contractor for all loss incurred by the Contractor due to failure of the Subcontractor to complete the Work by the Completion Date, including, without limitation, any amounts payable by the Contractor to the Owner under the Prime Contract or under law or equity.

4.2 If Subcontractor’s critical path Work is delayed, as substantiated by the Project Schedule, by causes that are unforeseeable and unavoidable and not due to the fault of Subcontractor (or its sub-subcontractors, suppliers or agents), Subcontractor shall notify Contractor of such delay in writing within two (2) working days after commencement of such delay. Provided that the Contractor is entitled to a corresponding extension to the Project Schedule under the Prime Contract, the time for the Subcontractor’s Work under the Project Schedule and the Completion Date shall be extended by the number of days of such delay, provided, however, that no extension will be made if (i) Subcontractor fails to provide the written notice of the delay required above; (ii) the Work would have been otherwise delayed by a concurrent delay for which Subcontractor is responsible. Contractor shall not be liable to Subcontractor for any extra compensation or for any damages or additional costs that Subcontractor suffers or incurs from delays, interruptions and/or accelerations in performing the Work or furnishing materials, or other causes attributable to Contractor, or Owner, or other contractors, subcontractors or suppliers. Subcontractor’s sole remedy for delay, accelerations and/or interruptions shall be an extension of the Project Schedule and the Completion Date under this Section 4.2.

5. Attendance at Meetings; Updated Work Schedule. A duly authorized representative of Subcontractor shall attend all periodic job meetings held on site at Contractor’s field office or such other location as reasonably may be designated by Contractor, at which time Subcontractor shall present an updated Work Schedule subject to Contractor’s approval and be prepared to discuss the details of the Work.

In addition to Subcontractor’s obligation to provide updated Work Schedules to Contractor at periodic job meetings, Subcontractor shall provide Contractor with updated Work Schedules at such other times as Contractor may request from time to time through the course of construction.

6. Supervision of Construction.

6.1 Subcontractor shall supervise the Work using its best skill and attention. Subcontractor shall be solely responsible for all construction means, methods, techniques, sequences, and procedures, safety precautions and procedures, and for coordinating all portions of the Work and the requirements of the Plans and Specifications. Subcontractor shall be responsible to Contractor for the acts and omissions of its employees, sub-subcontractors, suppliers and their agents and employees, and other persons performing any of the Work through or to Subcontractor. The Subcontractor shall be solely responsible for the supervision of the performance of the Work, and the Contractor shall not be responsible for such supervision.

6.2 Subcontractor shall at all times enforce strict discipline and good order among its employees, and shall not employ on the Work any unfit person or anyone not skilled in the task assigned to him or her.

Contractor reserves the right to request certain personnel of the Subcontractor.

6.3 Subcontractor shall be liable for any fines/violations/remediation for causing or allowing employees to work in an unsafe environment as deemed by MIOSHA/OSHA requirements. Subcontractor shall take precautions as necessary for the safety of its workers and others affected by the Work.

7. Work of Others.

7.1 Subcontractor shall fully cooperate and coordinate with other contractors, subcontractors and suppliers performing construction work or installation work at the Project site during the performance of Subcontractor’s Work.

7.2 Should Subcontractor, its sub-subcontractors or suppliers cause damage to the work of any other contractor, subcontractor and/or supplier on the Project, Subcontractor agrees to compensate such other contractor, subcontractor and/or supplier to the extent of its/their damage. If Subcontractor fails to pay such costs within ten (10) days after receipt of written notice from Contractor, Contractor may deduct the amount thereof from any sums due or to become due Subcontractor hereunder.

7.3 If, for proper execution or results, any part of Subcontractor’s Work depends upon the work of a separate subcontractor, contractor or supplier, Subcontractor shall, prior to proceeding with Subcontractor’s Work, inspect and promptly report to Contractor any discrepancies or defects in such other work that renders it unsuitable for such proper execution and results. Failure of Subcontractor to inspect and report shall constitute acceptance of such work as acceptable to receive Subcontractor’s Work.

8. Cleanup and Removal. Subcontractor shall maintain the areas in which it performs the Work in a clean, neat and safe condition and shall comply promptly with instructions from Contractor with respect thereto, upon completion of each stage, or when requested by Contractor. Subcontractor shall remove from the areas in which it performs the Work, to the satisfaction of Contractor, all of Subcontractor’s rubbish, debris, materials, tools and equipment; and if Subcontractor fails to do so promptly, Contractor may, after twenty-four (24) hours’ notice to Subcontractor, remove the same to any place of storage or dumping ground, at Subcontractor’s risk and expense and without responsibility for loss, damage or theft. All storage or removal costs incurred by Contractor shall be deductible from any payment or balance due Subcontractor hereunder.

9. Permits, Bonds and Taxes. Subcontractor, at its own expense and cost, shall apply for and obtain all necessary permits and inspections as required by law for the performance of the Work. Subcontractor is responsible for paying all required taxes, tariffs, bonds and licenses relating to the Work.

10. Warranty and Corrective Work.

10.1 SUBCONTRACTOR WARRANTS TO CONTRACTOR AND THE OWNER THAT THE WORK

SHALL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP AND SHALL BE IN

ACCORDANCE WITH THE PLANS AND SPECIFICATIONS AND OTHER SUBCONTRACT

DOCUMENTS. ANY WORK THAT DOES NOT SATISFY THIS WARRANTY SHALL BE DEEMED TO BE

DEFECTIVE (DEFECTIVE WORK).

10.2 Neither final payment nor any progress payments shall relieve Subcontractor of responsibility for Defective Work.

10.3 For a period of one (1) year after final completion of the Project, or the period for corrective work required by the Prime Contract, whichever is longer, Subcontractor shall correct, at Subcontractor’s cost, Defective Work upon written notice (which may be by email or facsimile transmission) from Contractor.

Subcontractor agrees to commence corrective work within five (5) business days after such written notice from Contractor, unless such notice requires a shorter response time due to the nature of the Defective Work.

Subcontractor shall perform and complete any such corrective work by the completion date set forth in the notice from Contractor. If Subcontractor fails to perform and complete the required corrective action by the corrective work completion date set forth in the notice from Contractor, Contractor shall have the right to cause the corrective work to be performed by others and Subcontractor shall be responsible to pay Contractor for all costs incurred by Contractor for such work, plus ten (10%) percent for Contractor’s overhead and profit.

Contractor shall be entitled to deduct such costs from any payments due or to become due to Subcontractor, which remedy shall be in addition to and not a limitation of all rights and remedies of Contractor under this Subcontract or under law or in equity.

11. Risk of Loss, Insurance and Indemnification.

11.1 Subcontractor assumes the entire risk of any and all personal injuries and/or property damage arising out of or in any way connected with its Work. Subcontractor shall be responsible for any loss, damage, or theft of its materials, Work performed, and equipment pending completion of the Work. In the event such loss, damage, or theft should occur; Subcontractor shall not be relieved of its contractual responsibility to perform all Work prior to the Completion Date and in accordance with the Schedule.

11.2 Subcontractor shall, at its own expense, maintain at least the minimum insurance coverages listed in Exhibit B hereto or such greater coverages or limits as required by the Prime Contract.

11.3 To the fullest extent permitted by law, Subcontractor shall indemnify, hold harmless and defend Contractor and the Owner, their respective officers, members, directors, employees, sureties, agents and representatives (each an Indemnitee) from and against any and all costs, damages, expenses, claims and suits of whatever kind or nature (including attorney fees and court costs) arising out of or in any way connected with the Work, or the presence of the Subcontractor and/or its subcontractors, suppliers or their employees at the Project site, or the acts or omissions of the Subcontractor and/or its subcontractors, suppliers or their employees, excluding with respect to each Indemnitee only those costs, damages, expenses, claims and suits caused by the sole negligence of such Indemnitee. The provisions of this Section 11.3 shall survive termination of this Subcontract.

12. Alterations/Change Orders/Claims.

12.1 No additions, deductions, changes or alterations shall be made to the Work and no claim for changed or extra work or materials or services (in any event, Additional Work) shall be recognized except on written order signed by the Contractor’s Project Manager or an officer of Contractor. No other employee of the Contractor will be authorized to alter or issue change orders to this Subcontract. The amount to be paid by, or credited to, Contractor as a result of any such additions, deductions, changes or alterations shall be stated in the written order.

12.2 All claims by Subcontractor for loss or damage against Contractor, however arising, shall be made to Contractor within five (5) days from the date Subcontractor first sustains any such loss or damage. All claims by Subcontractor for an extension of the Project Schedule or the Completion Date, however arising, shall be made to Contractor in accordance with the provisions of Section 4.2 hereof. If Subcontractor fails to make such claim within that time by a written statement setting forth all items of loss, damage and/or delay, as applicable, the amount and details thereof, or if Subcontractor fails to render each day thereafter a written itemized statement of the details and amounts of any continuing claim for each loss, damage or delay duly verified by Subcontractor, its rights to damages and reimbursement therefore and any rights to any extension of the Completion Date shall be deemed to have been waived and forfeited and Subcontractor shall not be entitled to any payment, or any extension of the Completion Date, on account of any such claimed loss, damage or delay, notwithstanding anything to the contrary herein. Subcontractor shall only be entitled to payment for any such claims upon Contractor’s actual receipt of payment of such amount from the Owner for Subcontractor’s claim(s), and Subcontractor shall only be entitled to an extension of the Project Schedule or Completion Date for such claims upon Contractor’s actual receipt of a corresponding time extension from the Owner.

13. Subcontractor’s Default .

13.1 If Subcontractor (i) fails to perform the Work or any part thereof with promptness and diligence or otherwise fails to perform in accordance with the Subcontract Documents; (ii) delays the progress of the Project; (iii) fails to sufficiently supply properly skilled workmen or materials of proper quality; (iv) fails to pay its sub-subcontractors, suppliers or laborers the amounts properly due said persons or entities; (v) fails to pay workers’ compensation or other employee benefits; (vi) fails to comply with the safety provisions of the Subcontract Documents, its own safety plan or any safety plan of Contractor, or with any safety order, regulation or requirement of any governing authority having jurisdiction over this Project; (vii) shall file a voluntary petition in bankruptcy or be adjudicated insolvent, obtain an order for relief under Section 301 of the Bankruptcy Code, file any petition or fail to contest any petition filed seeking any reorganization or similar relief under any laws relating to bankruptcy, insolvency or other relief or debtors, or seek or consent to or acquiesce in the appointment of any trustees, receiver or liquidator of any of its assets or property, make an assignment for the benefit of creditors; or make an admission in writing of its inability to pay its debts as they become due; (viii) defaults on any other contract with Contractor, or (ix) fails in any other respect to comply with the Subcontract Documents, then, in addition to any other remedies available at law or in equity and/or under this Subcontract:

(a) Contractor may require that Subcontractor utilize, at Subcontractor’s own expense, additional labor, overtime labor (including Saturday and Sunday work) additional shifts, and other acceleration of Work, as necessary to overcome the consequences of any delay attributable to Subcontractor’s default; and/or

(b) After forty-eight (48) hours’ written (or oral, confirmed in writing) notice to Subcontractor, or shorter notice if the Contractor determines a shorter notice period to be warranted under the circumstances, Contractor may remedy Subcontractor’s default by whatever means Contractor may deem necessary or appropriate, including, without limitation, providing such labor and materials and services as may be necessary to correct Defective Work or to properly complete the Work or a portion of the Work, whereupon Contractor may deduct the cost and expense thereof, plus a ten percent (10%) mark-up for overhead and profit, from any money then due or thereafter to become due Subcontractor under the applicable Subcontract;

and/or

(c) After giving Subcontractor forty-eight (48) hours’ written (or oral, confirmed in writing) notice or shorter notice if the Contractor determines a shorter notice period to be warranted under the circumstances (including, by way of example and not imitation, direction of the Owner to terminate the Subcontractor or bar access of the Subcontractor to the Project site), terminate the applicable Subcontract, without thereby waiving or releasing any rights or remedies against Subcontractor or its sureties:

(i) Contractor may bar Subcontractor from the job site and to take possession for the purpose of completing the Work included under the Subcontract Documents, all materials, tools, scaffolding, apparatus, machinery and equipment thereon, and to employ or contract with any other person or persons to finish the Work.

(ii) Subcontractor shall not be entitled to receive any further payment under this Subcontract until the Work shall be wholly finished, at which time if the unpaid balance of the Subcontract Amount shall exceed the expense incurred by Contractor in finishing the Work, then Subcontractor shall be paid in accordance with this Subcontract for all unpaid Work properly performed by Subcontractor as of the date of termination of the Subcontract, after deducting any loss, damage or expense, by reason of Subcontractor’s failure to adequately perform, including damages for delays, and expense for attorney’s fees, shall be paid to Subcontractor by Contractor. In case the costs, expenses, losses and damage of such work exceeds the unpaid balance of the Subcontract Amount, Subcontractor shall immediately pay the amount of such excess to Contractor, and Contractor shall have the right to deduct such excess amount from any amount payable by Contractor to Subcontractor.

(iii) In the event that Contractor is later determined to have improperly terminated this

Subcontract under this Section 13.1(c), such termination shall be deemed to have occurred under Section 14.2 hereof.

13.2 If, as a matter of law, the Contractor does not have the right, due to a bankruptcy proceeding involving the Subcontractor, to exercise the remedies provided for in this Subcontract, then if Subcontractor, as debtor or its trustee, wishes to assume the applicable Subcontract, in addition to curing or adequately assuring the cure of all the Subcontractor’s defaults existing under this Subcontract on the date of filing of the proceedings and thereafter, Subcontractor, as debtor, or its trustee, must also furnish adequate assurances of future performance under this Subcontract.

13.3 Contractor shall be entitled to recover from Subcontractor all costs incurred by Contractor due to Subcontractor’s default under this Section 13, plus a ten percent (10%) markup for overhead and profit, and further recover from Subcontractor all losses, damages, penalties and fines, whether actual or liquidated, direct or consequential,…