SERVICES CONTRACT

Construction Contract Template updated December 2023

CONSTRUCTION WORK CONTRACT

This Contract for Professional Work (the “Contract”) is by and between the County of

Genesee, a Michigan Municipal Corporation, whose principal place of business is

located at 1101 Beach Street, Flint, Michigan 48502 (the “County”), and Contractor

Name, a State Entity, whose principal place of business is located at Contractor

Address (the “Contractor”) (the County and the Contractor together, the “Parties”).

1. Agreement and Authority

Execution of this Agreement is authorized by Resolution #_________ issued by

the Genesee County Board of Commissioners.

2. Scope of Work

The Contractor agrees to perform the Work described on Exhibit A (the “Work”).

3. Work Schedule

3.1 Within 5 days of execution of this Contract, the County and the Contractor

will cooperate to establish a schedule for performance of the Work (the

“Work Schedule”) indicating the starting and completion dates for each

portion of the Work, including any interim contractually required

completion dates. The Work shall be scheduled in order to minimize

disruption to County operations.

3.2 The Work Schedule shall indicate that the Work must be substantially

complete within ____ days of execution of this Contract, with a date of

final completion within ____ days of execution.

3.3 The Parties agree that time is of the essence for performance of this

Contract, and any unjustified delay by the Contractor will result in

damages to the County.

4. Compensation

The Contractor shall be paid a lump sum of $_____________ for the

performance of the Work. The Contractor will be paid according to the Payment

Schedule described in Exhibit B. Upon completion of the Work, the Contractor

must provide to the County an invoice in a form acceptable to the County, along

with any necessary supporting documentation. The County will pay the

Contractor within sixty (60) days of the County’s acceptance of the invoice and

supporting documentation.

Construction Contract Template updated December 2023

5. Taxes

The County is a Michigan Municipal Corporation. The Contractor acknowledges

that the County is exempt from Federal Excise Tax and Michigan Sales and Use

Tax.

6. Contract Administrator

The contract administrator for this Contract is [insert Contract Admin] (the

“Contract Administrator”). The Contractor acknowledges that the Contract

Administrator is the primary County contact for notices and instructions related to

this Contract. The Contractor agrees to provide a copy of all notices related to

this Contract to the Contract Administrator.

7. Inspection and Acceptance

All goods and equipment provided with the Work are received subject to

inspection and testing. If goods are defective or fail to meet the specifications,

the County shall have the right to reject the goods or to require the Contractor to

correct the defects. The Contractor shall correct the defects at no cost to the

County or pay the County for expenses incurred by the County in correcting the

defects. Rejected goods will be held for forty-five days after delivery awaiting

instructions from the Contractor. After the forty-five day period, the County will

dispose of the goods and the County shall have no further liability to the

Contractor. The Contractor is responsible for the costs of handling, packing, and

transportation incurred in returning or disposing of defective or non-conforming

goods.

8. Condition of Worksite

The Contractor must keep the worksite clean and free from the accumulation of

waste materials and refuse caused by the performance of the Work. Upon

completion of the Work, Contractor shall remove all waste materials, refuse,

tools, equipment, machinery, and surplus materials, and shall leave the worksite

in “broom-clean” condition.

9. Prevailing Wage Addendum

The Contractor acknowledges that Section 3-302(a) of the Genesee County

Purchasing Regulations requires the Contractor and its subcontractors to pay

laborers and mechanics not less than the prevailing wage rates and fringe

benefits for corresponding classes of laborers and mechanics employed on

similar projects in the area. The Contractor agrees to comply with the provisions

of the Prevailing Wage Addendum attached as Exhibit C to this Contract.

Construction Contract Template updated December 2023

Services with funds supplied by the County under this Contract.

10. Warranties

The Contractor warrants that:

10.1 The Work will be performed in a good and workmanlike manner and in

accordance with generally acceptable practices in the construction

industry.

10.2 For a period of one (1) year following completion of the Work, the Work

and any goods provided with the Work shall conform to the specifications

and be free of defects in workmanship or materials.

10.3 The Contractor will comply with all federal, state, and local laws in the

performance of the Work.

10.4 All materials furnished under this Agreement must be new unless

otherwise specified in this Agreement.

10.5 The Contractor will comply with the requirements of any federal or state

grants used to fund or support this Contract. Copies of any applicable

grant agreements are available upon request

10.6 The Contractor will obtain and maintain all applicable licenses and permits

necessary to provide the Work for the entire term of this Contract.

Breach of any of these warranties is cause for termination of this Contract. The

Contractor agrees to indemnify, defend, and hold the County, its officials,

officers, agents, and employees harmless from any and all claims, damages, or

liability, including defense costs, arising out of the Contractor’s breach of these

warranties.

11. Insurance Requirements and Indemnification

11.1 Insurance Requirements

The Contractor shall at all times maintain in full force and effect for duration of the term

of this agreement the following insurance coverages. All coverage shall be with

insurance companies licensed and admitted to write business in the State of Michigan,

having an AM Best rating of at least A- and acceptable to Genesee County. In addition,

the County reserves the right to modify or waive at any time any applicable insurance

requirements based on the scope of services provided at the discretion of the County’s

Risk Manager or other authorized representative of the County.

☐ COMMERCIAL GENERAL LIABILITY: Occurrence form, with limits of liability not

less than $1,000,000 per occurrence/$2,000,000 aggregate. Coverage shall include

bodily injury, personal injury, property damage (broad form), premises/operations,

blanket contractual liability, independent contractors’ coverage, products/completed

Construction Contract Template updated December 2023

operations, explosion, collapse and underground hazard, if applicable, and a per

project aggregate. Limits may be satisfied using primary and excess/umbrella liability

policies. The policy shall name Genesee County, including all employees, elected and

appointed officials and volunteers, all boards, commissions, and/or authorities, and

their board members, employees, and volunteers as additional insureds. Coverage

shall be primary and noncontributory with a waiver of subrogation in favor of Genesee

County.

☐ AUTOMOBILE LIABILITY: Including Michigan No-Fault coverages, with limits of

liability not less than $1,000,000 per occurrence combined single limit for bodily injury

and property damage. Coverage shall include all owned, non-owned, and hired

vehicles. Limits may be satisfied using primary and excess/umbrella liability policies. -.

The policy shall name Genesee County, including all employees, elected and

appointed officials and volunteers, all boards, commissions, and/or authorities, and

their board members, employees, and volunteers as additional insureds.

☐ WORKERS’ COMPENSATION AND EMPLOYER’S LIABILITY: as required by and

in accordance with all applicable statutes of the State of Michigan, including

Employers’ Liability Coverage.

Worker’s Compensation – Required limits:

Coverage A – Coverage will include statutory requirements.

Coverage B – Employers Liability

$500,000 each Person

$500,000 each Person by Disease

$500,000 Policy Limit - Disease

☐ PROFESSIONAL LIABILITY (Errors & Omissions): in an amount not less than

$1,000,000 per occurrence and $1,000,000 aggregate. If this policy is a claims made

form, the Contractor shall be required to keep said policy in force, or purchase “tail”

coverage for a minimum of three (3) years after the termination of this contract.

☐ BUILDERS RISK COVERAGE: is to be purchased to cover subject property for all

risks of loss (including theft and sinkhole), subject to a waiver of coinsurance, and

covering off-site storage, transit and installation risks as indicated in the Installation

Floater and Motor Truck Cargo insurance described hereafter, if such coverages are not

separately provided. If flood and/or earthquake risks exist, flood and earthquake

insurance are to be purchased. If there is loss of income, extra expense and/or

expediting expense exposure, such coverage is to be purchased. If boiler and machinery

risks are involved, boiler and machinery insurance, including coverage for testing, is to

be purchased. The Builders Risk insurance is to be endorsed to cover the interests of all

parties, including the County and all vendors and subcontractors.

☐ POLLUTION LIABILITY: The Contractor shall procure and maintain for the duration

of this contract Pollution Liability insurance in an amount not less than one million dollars

($1,000,000) aggregate. If this policy is on a claims made form, the Contractor shall be

required to keep said policy in force, or purchase “tail” coverage for a minimum of 3

years after the termination of this contract.

Construction Contract Template updated December 2023

☐ OWNERS’ AND CONTRACTORS’ PROTECTIVE (OCP) LIABILITY INSURANCE:

The Contractor shall procure and maintain during the life of this contract, a separate

Owners’ and Contractors’ Protective Liability Policy with limits of liability not less than

$1,000,000 per occurrence and aggregate combines single limit for Personal Injury,

Bodily Injury, and Property Damage. Genesee County shall be “Named Insured” on said

coverage. Thirty (30) days’ Notice of Cancellation shall apply to this policy.

☐ CONTRACT BOND REQUIREMENTS: The contractor shall furnish satisfactory

performance and/or lien bonds in every contract exceeding $50,000.00 (Fifty-Thousand

Dollars) for the construction, alteration, or repair of any public building or public work or

improvement of the County. The contractor shall furnish to the County at their own cost a

performance bond and a payment bond which shall become binding upon the award of

the contract to the contractor. Such bonds shall be issued by a surety admitted in the

state of Michigan and must be acceptable to the County. The penal sum of the bonds

shall each be one hundred percent (100%) of the original Contract Price. MCL 129.201

et seq.

Required Insurance Documentation

1. Certificate of Insurance

The vendor must provide a Certificate of Insurance evidencing the required insurance

set forth above. The Certificate of Insurance must reference the contract/bid number.

The Certificate Holder should be listed as follows:

Genesee County

Attn: Risk Management

1101 Beach Street, Flint, MI 48502

2. Endorsements

The vendor/contractor must also provide the following endorsements, including but not

limited to:

a. An additional insured endorsement (equivalent in coverage to ISO form CG

20 10 and CG 20 37) naming the "Genesee County, including all employees,

elected and appointed officials and volunteers, all boards, commissions, and/or

authorities, and their board members, employees, and volunteers as additional

insureds" as additional insureds under the general liability policy. No person

or department should be identified as the additional insured. Coverage

afforded shall be considered primary and any other insurance or self-

insurance, maintained by or available to the County shall be considered

secondary and/or excess.

b. An endorsement to each policy stating that such policy shall not be cancelled or

reduced in coverage except after thirty (30) days prior written notice to

County. Cancellation, material restriction, nonrenewal or lapse of any of the

required policies shall be grounds for immediate termination of the Agreement by

the County. If any of the required coverages expire during the term of the

contract, the vendor shall deliver renewal certificates, endorsements, and/or

policies to County at least ten (10) days prior to the expiration date.

Construction Contract Template updated December 2023

c. A primary & noncontributory endorsement (equivalent in coverage to ISO form

CG 20 01).

d. A waiver of subrogation endorsement (equivalent in coverage to ISO form CG 24

04).

In lieu of required endorsements, a copy of the policy sections, where coverage is

provided for additional insured and cancellation notice, may be acceptable. Copies

of all policies mentioned above shall be furnished, if so requested.

11.2 Indemnification

The Contractor agrees to indemnify, defend, and hold the County, its

officials, officers, agents, and employees harmless from any and all

claims, damages, or liability, including defense costs, arising out of the

Contractor’s performance of the Work or presence on the County’s

property or worksite.

12. Suspension of Work

12.1 Order to Suspend Performance

Upon written order of the Contract Administrator, the Contractor agrees to

immediately suspend performance of the Work. The Contractor shall not

be entitled to compensation for any Work performed during any period in

which the Contract Administrator has directed that the Work be

suspended.

12.2 Necessary Actions Before Suspension

If immediate suspension of the Work would cause harm, injury, or damage

to persons or property, the Contractor must immediately notify the

Contract Administrator of the nature of such harm, injury, or damage, and

obtain written authorization from the Contract Administrator to take such

necessary action as to prevent or minimize such harm, injury or damage.

Actions authorized by the Contract Administrator pursuant to this

paragraph are compensable.

13. Termination

13.1 Termination for Cause

If the Contractor is in breach of any provision of this Contract, and such

breach continues for fourteen (14) days after written notice is issued to the

Contractor by the County of the breach, the County may terminate this

Contract. Such termination for cause is effective upon receipt of the notice

of termination by the Contractor.

Construction Contract Template updated December 2023

In addition to any other remedies provided by law or this Contract, the

Contractor shall be responsible for all costs incurred by the County as a

result of the Contractor’s breach and termination, including any costs to

obtain substitute performance.

13.2 Immediate Termination

If the County, in its discretion, determines that the Contractor’s breach of

this Contract constitutes a threat to public health, safety, or welfare, the

County may terminate this Contract immediately upon notice to the

Contractor.

In addition to any other remedies provided by law or this Contract, the

Contractor shall be responsible for all costs incurred by the County as a

result of the Contractor’s breach and termination, including any costs to

obtain substitute performance.

13.3 Termination for Convenience

If the County determines that it is in the County’s best interests, the

County may terminate this Contract upon thirty (30) days’ written notice to

the Contractor.

The County shall pay for all work properly performed up to the effective

date of the notice of termination.

13.4 Termination for Lack of Funding

If this Contract is funded by public funds or a grant from a public or private

entity, and the funds are not appropriated or the grant is discontinued, the

County may terminate this Contract by written notice specifying the date of

termination.

The County shall pay for all work properly performed up to the effective

date of the notice of termination.

14. Nondiscrimination

The Contractor covenants that it will not discriminate against an employee or

applicant of 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, gender identity, gender

expression, sexual orientation, height, weight, marital status or a disability that is

unrelated to the individual’s ability to perform the duties of a particular job or

position, and that it will require the same non-discrimination assurances from any

subcontractor who may be used to carry out duties described in this contract.

Contractor covenants that it will not discriminate against businesses that are

owned by women, minorities or persons with disabilities in providing Work

Construction Contract Template updated December 2023

covered by this Contract, and that it shall require the same assurances from

subcontractors. Breach of this covenant shall be regarded as a material breach

of this contract.

15. Freedom of Information Act

This Contract and all attachments, as well as all other information submitted by

the Contractor to the County, are subject to disclosure under the provisions of

MCL 15.231, et seq., known as the “Freedom of Information Act”.

16. Intellectual Property

Any intellectual property created by the Contractor in the performance of the

Services shall be considered a work made for hire, and any and all rights in

such intellectual property shall belong solely to the County. Upon the County’s

request, the Contractor agrees to execute any documents necessary to convey

ownership of such intellectual property to the County.

17. Audit Rights

17.1 Certification of Accurate Information

Contractor certifies that all information provided to the County by the

Contractor relating to the award or modification of this Contract, or any

payment or dispute related to this Contract, is true and correct. The

Contractor further certifies that its accounting system conforms to

generally accepted accounting principles.

17.2 Inspection

The Contractor agrees that the County may inspect the Contractor’s plant,

place of business, or worksite to ensure compliance with the terms of this

Contract. If this Contract is funded or supported with any state or federal

grant funds, the state or federal agencies responsible for administering the

applicable grants may examine the Contractor’s plant, place of business,

or worksite to ensure compliance with the terms of this Contract and the

terms of the applicable grant.

17.3 Audit

The Contractor agrees that the County may examine the Contractor’s

records to ensure compliance with the terms of this Contract. If this

Contract is funded or supported with any state or federal grant funds, the

state or federal agencies responsible for administering the applicable

grants may examine the Contractor’s records to ensure compliance with

the terms of this Contract and the terms of the applicable grant.

17.4 Records Retention

Construction Contract Template updated December 2023

The Contractor agrees to maintain any business records related to this

Contract or the Contractor’s performance under this Contract for a period

of at least three (3) years after final payment.

18. Identity Theft Prevention

18.1 In the event that the Contractor will obtain identifying information during

the performance of the Services, the Contractor must take reasonable

precautions to ensure that such identifying information is protected

from unauthorized disclosure and is used only for the purpose of performing the

Services.

18.2 For the purposes of this Paragraph, “identifying information” means any

name or number that may be used, alone or in conjunction with any other

information, to identify a specific person, including but not limited to

name, address, telephone number, social security number, date of birth,

driver’s license number, taxpayer identification number, or routing code.

19. Independent Contractor

The Contractor and its agents and employees are independent contractors and

are not the employees of the County.

20. General Provisions

20.1 Entire Contract

This Contract, consisting of the following documents and Exhibits,

embodies the entire Contract between the Parties.

20.1.1. The Contract – This Professional Services Contract

20.1.2. Exhibit A – Description of the Work

20.1.3. Exhibit B – Payment Schedule

20.1.4. Exhibit C – Prevailing Wage Addendum

There are no promises, terms, conditions, or obligations relating to the

Services other than those contained herein. In the event of a conflict

between this Contract and any Exhibit, the terms of this Contract shall

control.

20.2 No Assignment

The Contractor may not assign or subcontract this Contract without the

express written consent of the County.

Construction Contract Template updated December 2023

20.3 Modification

This Contract may be modified only in writing executed with the same

formalities as this Contract.

20.4 Binding Effect

The provisions of this Contract shall apply to and bind the heirs,

executors, administrators, and assigns all of the parties hereto.

20.5 Headings

The paragraph headings in this Contract are used only for ease of

reference, and do not limit, modify, construe, and or interpret any provision

of this Contract.

20.6 Governing Law and Venue

This Contract is entered into under the laws of the State of Michigan. Any

litigation between the Parties arising out of this Contract must be initiated

within two years of the cause of action accruing and must be brought in a

court of competent jurisdiction in Genesee County, Michigan.

20.7 Subpoena Power

The Contractor acknowledges and understands that the Chairperson of

the Genesee County Board of Commissioners, pursuant to MCL 46.3(5),

as amended, has the power to administer oaths, issue subpoenas, and

compel a person’s attendance in the same manner as a court of law. The

Contractor agrees to submit to this power with respect to this Contract.

21.8 Severability and Survival

In the event that any provision of this Contract is deemed by any court of

competent jurisdiction to be legally ineffective, such decision shall have no

effect on the remaining provisions of this Contract.

21.9 Interpretation

Each Party has had opportunity to have this Contract reviewed by legal

counsel and has had equal opportunity to contribute to its contents. In the

event of any dispute concerning the interpretation of this Contract, there

shall be no presumption in favor of any interpretation solely because the

form of this Contract was prepared by the County.

Construction Contract Template updated December 2023

21.10 Remedies

All remedies specified in this Contract are non-exclusive. The County

reserves the right to seek any and all remedies available under this

Contract and applicable law in the event that the Contractor fails to abide

by the terms of this Contract.

[SIGNATURE PAGE FOLLOWS]

Construction Contract Template updated December 2023

IN WITNESS WHEREOF, the Parties have caused this Contract to be executed

by their duly authorized agents.

CONTRACTOR NAME GENESEE COUNTY

By:_________________________ By:___________________________

Name of Contractor Signatory Ellen Ellenburg, Chairperson

Title of Contractor Signatory Board of Commissioners

Date:________________________ Date:_________________________

Construction Contract Template updated December 2023

EXHIBIT A

Description of the Work

Construction Contract Template updated December 2023

EXHIBIT B

Payment Schedule

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EXHIBIT C

Prevailing Wage Addendum

1. Contractor and each subcontractor shall pay their laborers and mechanics not less than the prevailing

wage rates and fringe benefits for corresponding classes of laborers and mechanics employed on

similar projects in the area as of the date of this Contract. For the purposes of this Addendum, a

contractor or subcontractor shall be in compliance if the contractor pays wages consistent with the

prevailing wage rates published by the United States Department of Labor as of the effective date of

this Contract, which can be found at https://sam.gov/content/wage-determinations.

2. The Contractor and each subcontractor shall keep and maintain a daily sign-in sheet for employees

present at the worksite. Such sign-in sheet shall record the time each employee arrived at the

worksite, and the time each employee left the worksite.

3. The Contractor and each subcontractor shall submit to the County certified payroll records on Form

WH-347, with the accompanying payroll certification, within seven (7) days of the end of each pay

period.

4. The Contractor shall not misclassify work assignments.

5. The Contractor shall ensure that any persons paid at apprentice rates are properly registered with the

US Office of Apprenticeship program.

6. If any person believes that the Contractor or a subcontractor has not paid wages in accordance with

the Effective Prevailing Wage Rates for the project, the person must submit a written complaint to the

Genesee County Purchasing Director. The written complaint shall state that the complaining party

agrees to abide by the provisions of this Addendum.

7. The Purchasing Director will provide a copy of the complaint to the Michigan Fair Contracting Center

(the “Auditor”). The Auditor shall conduct an audit of certified payroll and provide a written report to

the Purchasing Director when completed. The report shall document whether prevailing wages were

paid, and note any deficiencies. The Contractor and all subcontractors shall comply with any requests

for information or documentation from the Auditor during the compliance audit. The Auditor may

conduct onsite interviews of workers during a compliance audit.

8. If the Auditor determines that the Effective Prevailing Wage Rates were not properly paid, the

contractor or subcontractor responsible for the wage payments at issue shall remedy the deficiency.

The County may withhold payments to the general contractor until such deficiency is remedied.

9. If the Auditor determines that prevailing wages were not properly paid, the Contractor or the

subcontractor responsible for the prevailing wage payments at issue shall compensate the Auditor for

the compliance audit at the rates to be specified. The Owner may withhold payments otherwise due

under the Contract to enforce this requirement. If the Auditor determines that prevailing wages were

properly paid, the complaining party shall compensate the Auditor for the compliance audit at the

rates to be specified. The Auditor shall provide the party responsible for payment of the costs of the

compliance audit with a written invoice, and the responsible party shall pay all amounts due within

thirty (30) days of the date of the invoice. The Auditor shall provide a copy of the invoice to the

Purchasing Director.

10. The Contractor shall include this Addendum in each subcontract entered into on this project, and shall

furnish a copy of the Effective Prevailing Wage Rates to each subcontractor.