Litchfield Energy Performance Contract RFP Due Oct 16.pdf

Litchfield Community Schools

COMPREHENSIVE, GUARANTEED SAVINGS ENERGY

CONSERVATION PROGRAM

REQUEST FOR PROPOSALS SUBMITTAL DEADLINE

October 16, 2025

1:00 p.m.

210 Williams Street Litchfield, MI 49252

Attn: Cristina Eyre

Email: Cristina.eyre@litchfieldschools.com

Litchfield Community Schools RFP #1

Performance Contract 10.14.25

REQUEST FOR PROPOSALS

TABLE OF CONTENTS

SOLICITATION ADVERTISEMENT

Section I. General Information

1. Purpose

2. Bidder Qualifications

3. Proposal Format

4. Contractor Responsibility

5. References and Proprietary Information

Section II. Request for Proposals Format and Preparation Instructions Table of Contents

1. Cover Letter

2. Executive Summary

3. Background and Experience

4. Technical Approach

5. Project Scope

6. Financial Analysis

7. Student Engagement

8. Additional Capabilities

9. Assurances

Section III. The Selection Process

1. Estimated Timetable

2. Mandatory Meeting

3. Site Visits

4. Proposal Evaluation

Section IV. Instructions for Submitting Proposals

1. Requests for Further Information

2. Submission of Proposals

3. Bid Security

4. Performance Bond and Labor and Material Payment Bond

5. Reservation of Rights

6. Cost of Proposal Preparation

7. Release of Claims

8. Finality of Decision

9. Irrevocability of Proposals

10. Collusive Bidding

Section V. Contract Terms and Conditions

1. Exhibits …………………………………………………………………………………………….21

Request for Proposals

SOLICITATION ADVERTISEMENT

Litchfield Community Schools (the District or Owner) will receive sealed detailed proposals for selection of an Energy Services Company (ESCO) (variously referred to as the Contractor or the Bidder). The District intends to select the most qualified, lowest responsible Bidder per the evaluation criteria herein with whom it will enter into an Energy Conservation Performance Contract, although the District reserves the right to reject all bids.

A mandatory pre-bid meeting will be held at the Litchfield Community Schools Board of Education Office, 210 Williams Street, Litchfield, MI 49252 at 9:00 a.m. on October 3, 2025.

Failure to attend the mandatory pre-bid meeting will disqualify bidders from consideration of their proposal.

The District will be accepting the sealed proposals at the Litchfield Community Schools, 210 Williams Street, Litchfield, MI 49252, until 1:00 p.m. on October 16, 2025. All proposals must be accompanied by a sworn and notarized statement indicating any familial relationship between the bidder (owner and employee) or any employee of Litchfield Community Schools, and the Superintendent, any member of the Board of Education of the District, or the Facility Director of the District. Failure to include a sworn and notarized familial relationship statement will disqualify a proposal from consideration. Sealed proposals received after 1:00 p.m. on October 14, 2025, will not be accepted.

At 1:05 p.m. on October 16th, 2025, a public opening will be held at the Litchfield Community Schools Board Office, 210 Williams Street, Litchfield, MI 49252. At this opening, each sealed proposal will be open and read aloud.

Please submit two (2) paper copies and one (1) electronic copy of responses completed according to the format prescribed by the RFP. Final selection will be made in accordance with the policies and administrative directives of the District and other applicable statutory provisions.

All questions concerning this request including general information, instructions, and selection criteria shall be submitted via email to:

Cristina Eyre Superintendent

Cristina.eyre@litchfieldschools.com mailto:potterb@melnapschools.com

Section I. General Information

1. Purpose

Litchfield Community Schools (District or Owner) will receive detailed proposals for the design and implementation of various District-wide energy conservation and operational improvements at the District’s Facilities listed in the attached Exhibit “A” with guaranteed energy savings (the Project). This Request for Proposals (the RFP) is being utilized to provide a competitive means via which the District may select a qualified provider to implement the Project in accordance with the Michigan Revised School Code, MCL 380.1274a. Bidders submitting a Proposal in response to this RFP are variously referred to as “Bidder”, “Contractor”, “Qualified Provider,” or “ESCO”.

The Board may make its final selection based upon the recommendation of a designated selection committee.

In general, the components of the Project are to:

• Provide a comprehensive program for the District that may include installation of energy conservation capital improvement projects. The specific nature of the capital improvement projects is left to the Contractor’s judgment but must be clearly identified in the proposal. Notwithstanding the foregoing, Contractor’s should submit pricing and related guarantees for the general scope of work identified in this RFP. Contractors may also submit voluntary alternates for additional or different scopes of work and guarantees, which the District may consider in its sole discretion.

• Provide a more comfortable environment for building occupants. This may include installation, repair, renovation, or replacement of heating, ventilation, air conditioning, energy management, lighting systems, etc. The specific nature of improvements is left to the Bidder’s judgment but must be clearly identified in the Bidder’s Proposal. See, Section 1.1, above.

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

• At no additional cost to the Owner, provide training programs for Owner's personnel that enhance the overall efficiency of energy consuming operations within the District's facilities. Bidders are further encouraged to provide, at no additional cost to the Owner, a proposed educational program regarding reduced energy consumption for students of the Owner.

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

• In accordance with MCL 380.1274a, there must be guaranteed energy savings for the Project. Cost savings must be determined according to the International Performance Measurement and Verification Protocols® (IPMVP) or Efficiency Valuation Organization (EVO) guidelines current at the time of the RFP. The energy savings guarantee must be a first party guarantee provided by the Contractor. Baseline data and assumptions will be agreed upon by the Owner and the successful Contractor. Final M&V methods consistent with the above guidelines will be negotiated with the selected ESCO based on the final selected scope and risk tolerance of the District.

• The District would like the project to begin by January 15, 2026 and each Bidder must submit a proposal assuming that date will be the project start date. However, the project may be postponed in the District’s sole discretion. Similarly, the District expects the project to be completed by February 15, 2027 but reserves the right to extend that date in light of the circumstances and applicable legal limitations on school construction activities.

• The Bidder will be responsible for timely providing the following information to the Owner, to permit the Owner’s filing of same to the State Treasurer within 60 days of project completion as required by MCL 380.1274a: (i) name of each facility to which an improvement was made and a description of the energy conservation improvements or operational improvements thereto, (ii) actual energy consumption at the relevant facilities during the 12-month period before commencement of such improvements, (iii) project costs and expenditures, and (iv) estimated annual energy savings or operational savings.

• Bidders shall ensure compliance with 1937 PA 306, as amended, and 1980 PA 299 (including, specifically, MCL 339.2011), as amended. The selected Bidder shall provide all services identified in those acts that may or must be performed by an “architect” and/or “engineer,” including supervisory and cost estimating services. The selected Bidder will be considered the “prime” contractor and the sole point of contact with regard to all contractual matters. Further, the selected Bidder shall satisfy all requirements related to filing plans, drawings, and other materials with and obtaining approval of the State of Michigan for the Project. The selected Bidder shall be responsible for obtaining all necessary permits and inspections by local and state authorities as applicable. The selected Bidder will be responsible for all costs and work associated with code compliance due to individual pieces of equipment proposed.

• Bidders must provide a written detailed breakdown and show calculations of both the energy performance savings and operational savings to be derived each year of the contract for the duration of the contract and provide a guarantee of annual energy savings. The breakdown must satisfy the requirements of MCL 380.1274(3) and include:

(i) a description of the guaranteed energy use savings or operational savings, and tasks to be performed, (ii) the combined total net cost of all the energy conservation measures or operational improvements in the project, (iii) the projected energy savings and operating and maintenance cost savings resulting from the project, (iv) the useful life of each energy conservation measure or operational improvement, and (v) the simple payback period. The specific nature and technical details of the above-referenced improvements are left up to the Bidder’s judgment but must be clearly identified in the Bidder’s Proposal, as further stated in Section 1.1, above.

2. Bidder Qualifications Any Bidder responding to this RFP must be a NAESCO Accredited Energy Service Provider (ESP). Bidders must also offer in-house Energy Management System service capabilities.

3. Proposal Format Proposals must be submitted in the format outlined in this document. Each proposal will be reviewed to determine if it is complete prior to actual evaluation. Proposals not containing the information required will not be considered. Respondents shall use the prescribed format to indicate their experience and qualifications, describe their approach to the project and explain their proposed contract. In addition, the District reserves the right to waive any irregularities and formalities in the selection of the Bidder for this project.

4. Contractor Responsibility The selected Bidder will be required to assume total responsibility for the project.

5. References and Proprietary Information

Submission of a response constitutes permission to make inquiries concerning the respondent to any persons or firms deemed appropriate by the District. Any proprietary information that the submitting Bidder does not want disclosed to the public shall be so identified on each page on which it is found. Data or information so identified will be used by the District solely for the purpose of evaluation and contract negotiations for the project as stated herein. Notwithstanding the foregoing, Bidder acknowledges that the District is a public body, subject to Michigan’s Freedom Information Act and Open Meetings Act, which may require disclosure of Bidder’s proprietary information from time-to-time.

Section II. Request for Proposals Format and Preparation Instructions

RESPONSE FORMAT AND PREPARATION INSTRUCTIONS

Responses must be submitted in the format outlined in this section. Proposals should be limited to a minimum font size of 11. The District reserves the right to eliminate from further consideration any response that is deemed to be substantially or materially unresponsive to the requests for information contained in this document. The intent of the District is that all responses follow the same format and protocol, in order to evaluate each response fairly. Responses will be evaluated in light of the material and substantiating evidence presented therein, and not on the basis of what is inferred.

Table of Contents

Responses should include a table of contents properly indicating the section and page numbers of the information included.

1. Cover Letter

Cover letters shall not exceed 2 pages. Please provide names and telephone numbers of persons authorized to provide any clarification required and a statement accepting the terms of the solicitation.

2. Executive Summary

Executive summary shall not exceed 2 pages. Responses shall include a summary overview of the Bidder’s qualifications, approach, and other pertinent information. Additionally, please list the following:

• Listing of Base Bid Cost based on the proposed scope of work, as well as any voluntary and any Alternate Bids:

• Potential Energy Savings for the Base Bid and any voluntary Alternate Bid, respectively:

3. Background and Experience

A. Firm Profile The firm shall provide the following information:

• Firm name.

• Federal Employer Identification Number.

• Corporate office address.

• Local office address, distances from the District, number of employees based out of each location, and capabilities.

• Names and titles of two (2) contact people within the firm: one for questions regarding this submission and one with responsibility for contract negotiations.

• Year firm was established and current financial condition.

• Number of years the firm has provided energy efficiency services and general capabilities regarding these services.

• Describe the firm’s accreditation by the National Association of Energy Services Companies (NAESCO) and by the Department of Energy (DOE).

• Identify whether you qualify for a Michigan-based business preference as stated in MCL 380.1267.

• Describe any relationships with manufacturers of equipment, including those manufactured by your firm or listed subcontractors. If your firm is a manufacturer, will the District have a choice in product/equipment selection?

• Provide payment and performance bonding limits.

• Provide evidence of insurance coverage in Exhibit F.

• Provide your firm’s annual report, audited financial statements, or equivalent for the most recent, complete year. *Web address accepted.

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

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

o If any of the above does not apply, please acknowledge that it does not apply.

B. Project Team and Support Provide a list of the personnel to be used on this project, with their specific roles and qualifications.

• Include an organizational chart of the team members assigned to the project.

o Resumes can be included in the appendix and should state education, experience, local branch address and other pertinent information. Project resumes are to be no more than one (1) page in length.

• Identify the local project manager.

• Identify service and manufacture parts center locations in Michigan.

• Explain how the respondent’s project team is supported by regional or corporate resources.

C. References The Respondent shall include five (5) references that indicate prior relevant work as the ESCO Prime Contractor in a Michigan school district completed in the last 2 years. References for projects where the responding firm was not the ESCO Prime Contractor are not acceptable.

Provide the owner’s name, address, phone number, and contact person for each reference. Each reference shall describe the project cost and annual guaranteed savings, project beginning and ending dates, and scope of work.

Provide a list of five (5) Michigan Service Agreement customers. Include a contact name and telephone number.

D. Scope of Services Energy Services Contracts – Complete the table below indicating the services offered by the Bidder, those provided by others, and those not provided.

Energy Services Direct

Provider Third Party

Not Provided

Building Energy Audits

Energy Engineering Design

Construction Management

HVAC System Maintenance Training & Service

Energy Management Training & Services

HVAC System Monitoring

Emergency Services/Rentals

Project Financing

Student Educational Services

Guarantee Measurement & Verification

Proposed Equipment – Complete the table below indicating the equipment offerings provided by the Bidder. In each case, designate whether Bidder is a direct manufacturer, a distributor, and/or buys and resells energy efficient equipment.

Energy Efficient Equipment Direct

Manufacturer Distributor Buy/Resell

HVAC Equipment

BAS Controls

Lighting Systems

Plumbing Systems

4. Technical Approach

A. Project Approach Summarize how your firm will perform the scope of work outlined in this RFP, including both design and construction, and to what extent the owner is involved in these activities.

B. Facility Audits and Project Development Indicate your firm’s approach to performing detailed facilities audits, identifying and designing facility improvement measures, and your process for recommending which measures should be included in the project.

C. Project Management Indicate your firm’s approach to managing the installation phase. Describe the various responsibilities of your team members during construction, and how they will keep the owner’s personnel informed of the project’s progress.

What is your firm’s approach to ensuring safety during the installation phase? Summarize your firm’s safety program and OSHA practices. State your firm’s Experience Modification Rate (EMR) for the past three (3) years for your team, including subcontractors. Describe your firm’s safety practices for working in Pre- K-12 school sites. Indicate your understanding of applicable codes and construction practices for this project.

Which of the services outlined in this RFP are typically performed by your firm and which services are typically performed by subcontractors? Describe your process for managing the work of subcontractors.

D. Measurement & Verification Describe your firm’s approach to proving that the energy savings associated with this project have been achieved, in accordance with MCL 380.1274a, including the monitoring, verification and reporting of results. Include reference to the IPMVP guarantee type being proposed for each energy conservation measure. Also included in this section, the costs proposed for guaranteed measurement and verification services.

How does your firm handle situations in which the actual energy savings fall short of the guaranteed energy savings amount? Describe all events that may lead to guarantee modification or termination.

E. Training Address your firm’s approach to training the district’s personnel on the newly installed equipment.

Identify the hours and number of days (if applicable) as well as the location for the training.

Confirm that such training will be at no cost to the District. Does your firm offer additional training services to enhance the skills of facility operations personnel? Identify local training center and their proximity to the District.

F. Support Services Describe your firm's available support services to the owner after construction is complete.

5. Project Scope

1. Provide a summary table listing all design build project projected outcomes. Refer to Exhibit A, “Potential Scope” for general categories of energy conservation measures to incorporate in your response. Your Base Bid shall be premised on the Potential Scope identified in Exhibit A. You may also propose Voluntary Alternates. The summary table shall include the following for each measure individually, including for your Base Bid and separately for any Voluntary Alternates.

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

b. Annual net energy savings

c. Annual net operational savings

d. Any applicable utility rebates

e. Calculated simple payback

2. Identify and describe all proposed energy conservation measures listed in the table above.

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

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

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

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

4. Describe the engineering methodology and calculations used for each of the proposed energy savings measures. Also provide detailed calculations to substantiate any proposed operating and maintenance cost savings.

5. If the Bidder proposes a maintenance program, provide detailed information regarding the annual costs, scope of services provided, and terms of contract.

6. Provide a table identifying a summary of all warranties by equipment type, including manufacturer’s warranty coverage and duration that may exceed the overall project warranty term. Identify whether the product may qualify under the Buy America Act.

7. Provide a project schedule for implementation of the stated scope of work.

6. Financial Analysis

Discuss the respondent’s demonstrated ability to provide or arrange project financing. If financing is arranged through a third party, explain to whom payments will be made.

For each project scope option, provide a comprehensive cash flow analysis. The following parameters are to be used:

a. Utility rate escalation: XX annually.

b. Financing rate: 4.0%.

c. Financing shall not be over 20 years.

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

7. Student Engagement

The District recognizes that students need a variety of comprehensive supports to achieve success in school and in life. Extended learning opportunities are critical strategies to leverage student success. Please describe any programs that the respondent has in place to help develop such skills, at no additional cost to the District.

8. Additional Capabilities

Demonstrate any additional value your firm brings as a partner with the District. If these are services, they do not have to be priced and will not be considered part of the Base Bid price.

9. Assurances

• Include bid security in the form of a bid bond or certified check equal to 5% of the proposed contract amount as “Exhibit A”. Include copies in each of the proposal copies. Omission shall disqualify the bid. Bid securities will be returned to the successful Contractor after a Contract has been executed, and acceptance of required bonds and insurance is made.

The bid security of Contractors not under consideration for award of the Contract will be returned by the Owner in a timely manner. The bid security of all Contractors may be retained until a Contract is awarded. The bid security obligee shall be the Owner and shall become its property in full in the event that the Contractor fails to timely negotiate the Contract in good faith, deliver the performance and payment bonds, and send the required certificates of insurance. The bid security shall be forfeited in full to the Owner as liquidated damages, not as a penalty.

• Summarize your firm’s safety program and OSHA practices. Describe your firm’s safety practices for working on K-12 school sites.

• Provide an assurance that the bidder has carefully examined the instructions and specifications contained in the RFP and will perform the work and services set forth in its sealed proposal for the price set forth in its sealed proposal. Complete and attach RFP “Exhibit B”.

• Provide statement of Project management responsibility. Complete and attach RFP “Exhibit C”.

• Provide a sworn and notarized affidavit that no familial relationship exists between the Contractor or any employee of the Contractor and any member of the Board of Education or Director of Facilities of the Owner. Complete and attach RFP “Exhibit D”.

• Provide a sworn and notarized statement certifying that the Contractor is not an Iran Linked Business. Complete and attach RFP “Exhibit E”.

• Provide evidence of insurance coverage. See Section V (Contract Terms and

Conditions Section). Attach Certificate of Insurance as “Exhibit F”

Section III. The Selection Process

1. Estimated Timetable

The District expects to undertake the selection process described below according to the following schedule. Notwithstanding the foregoing, the District reserves the right, in its sole and absolute discretion, to make modifications to or alter the following schedule as it determines to be in its best interests, as permitted by law. Extensions will not be granted.

Action Date Time

Release of RFP Oct 2, 2025 TBD

Mandatory Prebid Meeting Oct 3, 2025 9:00 am

Last Day to Submit Written Questions Oct 10, 2025 12:00 pm

RFP Response Due Oct 16, 2025 1:00 pm

Board Considers Proposals Oct 28, 2025 6:00 pm

Project Begins Jan 15, 2025 TBD

2. Mandatory Meeting

The District will conduct a Mandatory Pre-Bid Meeting for all respondents on Oct 3, 2024. The Pre-Proposal Meeting will commence at 9:00 am at 210 Williams Street, Litchfield, MI 49252.

Respondents that fail to attend the mandatory Pre-Proposal meeting will be ineligible to respond to this RFP.

3. Site Visits

The District may schedule site visits upon the Bidder’s request.

4. Proposal Evaluation

District representatives will evaluate all proposals and may conduct interviews with certain Bidders to clarify information provided in their respective proposals. The District’s Board of Education will make the final selection. The District reserves the right, in its sole and absolute discretion, to reject any and all Proposals, in whole or in part, to waive any irregularities in any Proposal or the RFP process, and to award the contract to other than the lowest responsible bidder, as permitted by law.

Section IV. Instructions for Submitting Proposals

1. Requests for Further Information

Any questions, interpretations, or clarifications, either administrative or technical, about this RFP should be directed to Crystina Eyre, Superintendent by email at cristina.eyre@litchfieldschools.com. All written questions, not considered proprietary, will be answered in writing and conveyed to all responding firms. Oral statements concerning the meaning or intent of the contents of this RFP by any person are not considered binding.

2. Submission of Proposals

Each proposal must have two (2) hard copies signed by an authorized member of the Bidder’s firm. This member should be the highest-ranking officer at the local level. No oral, faxed, or emailed proposals will be accepted. Each Proposal must be submitted on the proposal forms attached to this RFP. Bidders shall submit sealed, written proposals by Oct 16, 2025 at 1:00 pm (the “Due Date”) at 785 Riverside Ave, Litchfield, MI 49252.

Bids should be addressed to the District and should be clearly marked “Proposal for Energy Conservation Improvements.” Late bids will not be considered or accepted. The owner is not liable for any delivery or postal delays. At the specified location and date and time set forth above, all timely submitted proposals shall be publicly opened, dated, and summaries read aloud. Based upon proposals reviewed the District may select Bidders, in its sole discretion, to be interviewed.

Once interviews, if any, are completed and any additional information required by the District is provided, the District shall select a Bidder to enter into a final agreement as the Selected Contractor. Such selection shall not be binding upon the District until such time as the District’s Board of Education approves the final contract in accordance with Michigan law and the Reservation of Rights provision under Paragraph 5 below.

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

3. Bid Security

Required. Refer to Section II, Paragraph 9 (Assurances).

4. Performance Bond and Labor and Material Payment Bond

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

5. Reservation of Rights

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

6. Cost of Proposal Preparation

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

7. Release of Claims

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

8. Finality of Decision

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

9. Irrevocability of Proposals

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

10. Collusive Bidding

By submitting a proposal, each Bidder certifies that its proposal is made without any previous understanding, agreement or connection with any person, firm, or corporation making a Proposal for the same Services and is in all respects fair, without outside control, collusion, fraud, or otherwise illegal action.

Section V. Contract Terms and Conditions

The following terms and conditions shall be incorporated into the final contract negotiated between the parties. All objections/exceptions to these terms and conditions must be identified in a Bidder’s Proposal. The failure to identify objections/exceptions in the proposal shall be deemed to be an irrevocable acceptance of all terms and conditions stated below.

The resulting contract between the Owner and Contractor for installation/implementation of the selected Project by the Contractor resulting from the Owner’s formal Board authorized acceptance of the energy conservation measures/projects contained in the Proposal of the successful Contractor will be subject to review and approval by the Owner’s legal counsel. The following are the general terms which must be in included in the contract. Any forms and contracts a Contractor proposes to include as part of any contract resulting from this RFP between the Selected Bidder and the Owner must be submitted as part of its Proposal. Any forms and contracts not submitted as part of the Proposal and subsequently presented for inclusion may be rejected. While a Contractor may submit a suggested form of contract with its Proposal, the award of the Proposal is subject to the negotiation of a contract to the reasonable satisfaction of a representative of the District and/or the Board, incorporating the terms and conditions of this RFP, and subject to the review and approval by the Owner’s legal counsel. Inability to reach agreement on the terms of a contract shall authorize the Owner to reject the Selected Contractor’s bid.

INSURANCES

The successful Contractor shall procure and maintain during the life of the agreement the following insurance coverage from a company or companies licensed to sell insurance in Michigan with an A+ A.M. Best rating, or equivalent: Workers compensation in compliance with Michigan law; Comprehensive General Liability Insurance in the amount of $2,000,000 each occurrence for Bodily Injury Liability and Property Damage Liability and professional liability insurance in an amount of $2,000,000. In addition, the successful Contractor will procure and maintain an Umbrella or Excess Liability policy in the amount of $5,000,000. Such insurance will protect the Contractor and shall name the Owner and the Project site as additional or co-insured’s.

The insurance required shall be written for the greater of limits not less than the limits of liability specified or required by the law. All insurance except professional liability insurance shall be written on an occurrence basis and shall be maintained without interruption from date of commencement of operations under the Agreement until the date the M&V services are completed. Professional liability insurance may be written on an occurrence basis or on a claims made basis, provided that if the professional liability insurance is written on a claims made basis, it shall have an extended discovery period of not less than seven (7) years beyond the completion of the Project or as otherwise required by law. Professional liability insurance written on an occurrence basis shall be maintained until the final completion of the installation work; provided, however, that if Contractor proposes to provide professional engineering or architectural services during the M&V period, Contractor shall provide professional liability insurance during such period with respect to such services.

In the event that the Comprehensive General Liability Insurance covers all M&V activities including those of a bidder's energy engineer or other similarly designated representatives/personnel and provided that bidder provides evidence of such CGL insurance coverage for such personnel during the M&V period as a part of the bidder's bid, the bidder may provide professional liability insurance that is maintained only until final completion of the Project.

The insurance required shall be maintained without interruption from date of commencement of operations under the Agreement until the date specified that coverage is no longer required.

All certificates of insurance must be forwarded to the Owner prior to commencement of any work.

Required insurance policies shall not be changed or canceled without ninety (90) days’ prior written notice to the Owner.

INDEMNIFICATION BY CONTRACTOR

The Contractor shall indemnify, reimburse, hold harmless and defend the Owner, its Board Members (in their official and individual capacities), officers, employees, students, volunteers, and agents against all suits, actions, legal proceedings, claims of any nature and kind, demands, and all damages, loss, costs, expense, taxes, penalties, fines, liens, and actual attorney’s fees incurred, caused by or arising from or attributable, whether in whole or in part, directly or indirectly, to:

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

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

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

d) Any tax or levy imposed upon or charged to the Owner as a result of compensation or any other amount paid to the Contractor under or pursuant to the Contract; and

e) Any breach of any representation or warranty by the Selected Contractor under the contract or its subcontractors, agents or consultants.

LIMITATION OF LIABILITY

The Owner shall in no event be liable or responsible for damage or injury to any person or property related to the actions or inactions of the Contractor or the Contractor’s employees and agents.

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

BONDS

In compliance with Michigan Public Act No. 213 of 1963, as amended, the successful Contractor shall provide and execute surety bonds acceptable to the Owner. One bond will be for the faithful performance and fulfillment of the Contract and to include protection of the Owner from all liens and damages arising out of the work or the failed performance of the work. The other bond will be conditioned for the payment of labor and materials used in the work and for the protection of the Owner from all liens and damages arising there from. Each of the bonds will be in the amount of one hundred percent (100%) of the total amount of the Contract price, through satisfactory completion of installation.

SUBCONTRACTING

In the execution of the Contract it may be necessary for the Contractor to subcontract part of the work to others. The Contractor shall inform the Owner as to which subcontractors will be used.

Subcontractors used shall be subject to the approval of the Owner. Nothing in this RFP or in the Contract shall create any contractual relationship between any subcontractor and the Owner. The Owner shall be designated as a third party beneficiary to any such subcontract. The Contractor shall not assign, transfer, convey, or otherwise dispose of this Contract, or any part thereof, or the firm's right, title, or interest in the same or any part thereof, without the previous written consent of the Owner. The Contractor shall not assign any of the monies due or to become due and payable under this Contract, without previous written consent of the Owner.

ACCESS TO INFORMATION

All design submittals produced by the Contractor in connection with the project shall be deemed instruments of service of the Contractor, however Owner shall have a perpetual, royalty free license in all such submittals and design materials for the purpose of ownership, operation and maintenance of the project and for all ancillary acts in connection thereto. The Contractor shall acquire, to the extent applicable, on behalf of the Owner a license to use the software required to access the Project data, subject to customary license agreements and requirements imposed by the software Contractor.

All overhead necessary for the Contractor’s performance hereof is included, unless otherwise specified herein.

The Contractor shall provide a detailed Project completion schedule upon award of the Contract.

EQUAL EMPLOYMENT OPPORTUNITY

The Contractor shall not discriminate against any employee or applicant for employment, to be employed in the performance of this Agreement, with respect to hire, tenure, conditions or privilege of employment, or any matter directly or indirectly related to employment, because of race, color, religion, national origin, age, sex, sexual orientation, gender identity or expression, height, weight, or marital status. Breach of this covenant may be regarded as a material breach of this Agreement.

The Contractor shall warrant and represent that it is an equal opportunity employer and that it does not unlawfully discriminate or discriminate against anyone due to race, creed, color, age, sex, national origin, disability or handicap.

APPROVAL OF EMPLOYEES

The Owner reserves the right to approve the identity of representatives and employees of the prime contractor or any subcontractors. The Owner shall retain the right, in its reasonable discretion, to have any employee of the Contractor or any subcontractor removed from the project.

ONE YEAR WARRANTY

The successful Contractor shall, at a minimum, guarantee all materials and workmanship against defects arising from normal usage for a minimum period of one (1) year from the date of completion and acceptance.

OWNER’S RIGHT TO CORRECT DEFICIENCIES

If the Contractor shall neglect to execute the work properly, or should the Contractor refuse to remedy any defects in the work due to inferior quality of workmanship or material, or should in any manner fail to perform any provision of this Contract, the Owner, after seven (7) days advance written notice to the Contractor, may correct such deficiencies and may deduct the cost thereof from payment due the Contractor. Additionally, the contract may be terminated for any reason by the Owner upon not less than thirty (30) calendar days’ written notice to the Selected Contractor.

In the event of termination not the fault of the Selected Contractor, the Selected Contractor shall be compensated for services performed up to the date of termination.

STAFFING

The Contractor shall not recommend that Owner reduce or eliminate any employees or positions as a result of any changes implemented under the Agreement. Reduction, elimination or absorption of employees or positions by the Owner will not be considered nor shall it be included as part of any savings projected by the Contractor.

COMPLIANCE WITH LAW AND STANDARD PRACTICES

The Project and all Contractor services shall comply with all applicable Federal, State, and Local laws, statutes, acts, rules, regulations, and ordinances. The Contractor shall perform its obligations hereunder in compliance with each and every Federal, State and Local law, statute, act, rule, regulation and ordinance, including applicable licensing requirements. The Contractor shall perform its work, particularly its professional design work, consistent with the highest professional standard applicable to the profession and/or trade associated with the portion of the work of Selected Contractor at issue in a given circumstance. The Contractor shall comply with sound engineering and safety practices and any and all Owner and/or Owner Board of Education policies, practices, procedures and rules, past, present and future. The Contractor shall be responsible for obtaining all governmental permits, consents, and authorizations, as may be required, to perform its obligations.

APPROVAL OF EMPLOYEES

The Contractor will not hire or continue to employ any individual, either directly or as a contracted employee to work regularly and continuously in the Owner’s schools, who has been convicted of a “listed” offense as defined in MCL 28.722. The Contractor will not hire or continue to employ any individual, either directly or as a contracted employee to work regularly and continuously in the Owner’s schools, who has been convicted of any felony unless both the Business Manager and the Board provide written approval.

TAXES

Each Proposal submitted shall include and the successful selected Contractor will be required to pay all taxes which are levied by Federal, State or Municipal Governments upon labor, and for material entering into the work. The Owner reserves the right to require evidence of payment of such taxes prior to final payment.

USE OF BUILDINGS

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

CLEANLINESS

The selected Contractor will, at all times, keep the job clean of all debris and rubbish resulting from its operations, and upon completion of its work, will promptly remove all tools, equipment and excess material and any rubbish caused by its work and personnel. Selected Contractor will protect all its material and work from hazards and be fully responsible for their condition until accepted by the Owner, and shall also be responsible for any damage caused by it to the work or property of others, including but not limited to, the property of the Owner. Selected Contractor will reimburse Owner for any expenses incurred to keep the job clean and clear of all debris and rubbish resulting from Selected Contractor’s failure to comply with this paragraph.

USE OF OWNER PROPERTY

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

GOVERNING LAWS

This RFP, and any contract arising from this RFP, shall be governed by the laws of the State of Michigan. The applicable law for any legal disputes arising out of this RFP or any contract shall be the law of (and all actions hereunder shall be brought in) the State of Michigan. The Parties shall proceed to resolve any disputes by non-binding mediation as a condition precedent to litigation. The format of such mediation is to be selected and agreed upon by the parties at the time of dispute; however, if the parties are unable to reach agreement on the format for mediation, the parties agree that the construction mediation process of the American Arbitration Association shall be the mediation process used. If the dispute is not resolved by mediation and either party declares impasse after at least one full business day of mediation, either party may elect to file an action with the venue in the applicable Michigan state or federal courts.

INCORPORATION BY REFERENCE

The Owner considers this RFP legally binding and will require that this Request for Proposal and the Contractor’s Proposal to be incorporated by reference into any subsequent contract between the Selected Contractor and the Owner. It should be understood by the Contractor that this means that the Owner expects the Selected Contractor to satisfy substantially all requirements listed herein. Exceptions should be explicitly noted in the Contractor’s Proposal. Lack of exceptions listed in the Proposal will be considered acceptance of all of the requirements and specifications presented in this RFP.

FLOOR PLANS/DRAWINGS

The selected Contractor shall provide a composite floor plan of each building reflecting each and every change resulting from the Project. The final composite plan shall show the Owner’s room number and/or text label for all rooms and spaces. The Selected Contractor shall prepare and provide a set of “As-Built” drawings showing changes in the work made during the Project. The Selected Contractor shall certify these drawings as accurate; provided the Selected Contractor’s certification shall be made to the best of the Selected Contractor’s knowledge. These drawings shall be provided in the form of reproducible drawings and digital documents as specified by the Owner.

QUALITY OF DESIGN AND OTHER WORK

The Contractor shall perform its work, including its professional design work, consistent with the highest professional standard applicable to the profession and/or trade associated with the portion of the work of Contractor at issue in a given circumstance. All work and services performed by Contractor shall be free from defects or deficiencies and shall comply with all project drawings, specifications, and requirements and shall be performed in accordance with highest level of skill and workmanship.

PRICE AND PAYMENT TERMS

The Contract price shall be as bid within the Proposal and shall be inclusive of all design services, labor, materials, fees, expenses, overhead and profit. No charges for shipping, packing, drayage, or for any other purpose will be allowed over the price quoted herein. Payments shall be no more than monthly and shall be based upon percentage completion only. Contractor shall be required to provide supporting documentation with each invoice or request for payment sufficient to permit the Owner to verify completion. No payment shall be due for materials not delivered to the worksite prior to payment requests. Prior to any payment, Contractor shall prepare and present to the District a schedule of values that provides a detailed breakdown of the associated cost of the Project. The schedule of values, unless objected to by the District, shall be considered when reviewing the Contractor’s request for payment. District shall make payment to Contractor within thirty (30) days’ of receiving Contractor’s invoice and supporting documentation, unless and to the extent the District reasonably disputes the invoice in good faith. The Project will be considered finally completed when all work and punch list items have been verified complete and all project documentation has been submitted and accepted as complete, including but not limited to maintenance manuals, operation procedures, as-built drawings, and any other record documents of the project. Final payment by the District shall not constitute a waiver of claims against the Contractor; however, the Contractor’s acceptance of final payment shall constitute a waiver of claims against the District.

CONSTRUCTION ADMINISTRATION GENERALLY

Contractor shall provide daily on-site administration and supervision of all work, including work of subcontractors, at…