RFP Video Intercom Final.pdf

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Video Intercom and Access Control System Upgrades
Solicitation number
RFP ROM 260000001182 1
Issued by
Wayne County, Michigan

About this file

This Request for Proposal (RFP) is issued by Romulus Community Schools for video intercom and access control system upgrades across multiple district facilities. The project involves furnishing and installing IP-based video door intercoms, master stations, and integrated access control hardware at eight facilities: Barth Building, Board of Education, Halecreek, Romulus Early Childhood Center, Romulus High School, Romulus Middle School, Romel, and Wick. The scope includes integrating all video feeds with the existing Avigilon ACC Video Management System, providing cabling and programming, and ensuring system reliability and security compliance. Specific quantities vary by facility, ranging from one to two master stations per location, with eight Avigilon ACC Enterprise licenses required across all sites. The RFP was posted on February 12, 2026, with proposals due on March 23, 2026, at 1:00 PM EST. An optional non-mandatory site walkthrough is scheduled for February 26, 2026, at 9:00 AM EST at 36540 Grant Road, Romulus, Michigan. The contract award date is April 14, 2026.

The District anticipates a total project cost not to exceed approximately $60,000, excluding taxes, based on current planning estimates. Vendors must submit itemized pricing including equipment costs, labor costs, and any subcontracting costs. Payment terms are structured with percentage-based down payment, payment upon receipt of stored materials, progress billing based on completion, and final payment upon project completion, with the District retaining 10 percent until final completion. The selected vendor must provide a minimum three-year hardware/firmware warranty and one-year labor warranty, and must carry commercial general liability insurance of $1,000,000 per occurrence/$2,000,000 aggregate, auto liability of $1,000,000, workers' compensation at statutory requirements, umbrella liability of $2,000,000, and cyber/network security liability of $1,000,000. The District must be named as additional insured on CGL and umbrella policies. The selected vendor must furnish performance and payment bonds covering 100 percent of the contract price and must possess current licensing/registration for security alarm and access control work in Michigan with demonstrated experience integrating Avigilon ACC systems and K-12 public-sector installations.

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REQUEST FOR PROPOSAL (RFP)

Video Intercom and Access Control System Upgrades

Issued by: Romulus Community Schools

RFP Posted: 2/12/2026

Proposal Due Date: 3/23/2026 @ 1:00PM EST

Optional Walk Through: 2/26/2026

Award Date: 4/14/2026

1. Introduction

Romulus Community Schools (RCS) is soliciting sealed proposals from qualified, experienced vendors to provide, install, configure, and commission upgraded video intercom and access control systems across multiple district facilities. The intent of this

RFP is to ensure a secure, modern, and standardized visitor management and door access solution that integrates with the District’s existing security infrastructure.

2. Background

Romulus Community Schools operates multiple educational and administrative facilities serving students, staff, and the community. The District seeks to replace or enhance existing intercom and door access systems with IP-based video intercoms, integrated access control hardware, and centralized video management capabilities.

The solution must support improved visibility, controlled entry, staff usability, and alignment with modern school safety best practices.

3. Project Objectives

The objectives of this project include:

● Replacing legacy intercom systems with IP-based video intercoms

● Integrating video feeds into the existing Avigilon ACC Video Management System

● Expanding and enhancing door access control functionality where specified

● Improving front office visibility, communication, and control

● Ensuring system reliability, security, and long-term supportability

4. Scope of Work

Vendors shall provide all labor, materials, programming, testing, and documentation necessary to complete the work described below.

4.1 General Requirements

● Furnish and install IP video door intercoms and master stations

● Integrate all intercom video feeds with Avigilon ACC VMS

● Provide all required cabling (Cat 6 and control wiring)

● Program door release functionality and access control logic

● Coordinate with District IT and Security staff

● Test all systems and provide staff orientation

4.2 Facility-Specific Requirements

Barth Building

● One (1) door intercom

● One (1) master station

● One (1) Avigilon ACC Enterprise license

● Cabling to nearest IT/access control panel

Board of Education (BOE)

● One (1) door intercom

● Two (2) master stations

● One (1) Avigilon ACC Enterprise license

● Add card reader with keypad to Door 12 (Bus/Lunch Room)

● Electric strike, door contact, request-to-exit, controller board, and cabling

Halecreek

● One (1) door intercom

● One (1) master station

● One (1) Avigilon ACC Enterprise license

Romulus Early Childhood Center (RECC)

● One (1) door intercom

● Two (2) master stations

● One (1) Avigilon ACC Enterprise license

● Add card reader and associated access control hardware to Door 6

Romulus High School (RHS)

● One (1) door intercom

● Two (2) master stations

● One (1) Avigilon ACC Enterprise license

Romulus Middle School (RMS)

● One (1) Avigilon ACC Enterprise license

● Add second master station in office

● Add separate door release buttons at reception desks

Romel

● One (1) mullion-mounted door intercom

● One (1) master station (installed on exterior of building)

● One (1) Avigilon ACC Enterprise license

● Reuse existing door release button for inner vestibule

Wick

● One (1) door intercom

● One (1) master station

● One (1) Avigilon ACC Enterprise license

5. Technical Requirements

● Intercoms must be IP-based and vandal-resistant

● Master stations must support video, audio, and door release control

● Integration with Avigilon ACC Enterprise is required

● Access control hardware must be compatible with existing HID Mercury controllers

● All systems must comply with applicable safety, electrical, and building codes

6. Vendor Qualifications

Vendors must demonstrate:

● Experience with K–12 or public-sector security system installations

● Being currently licensed/registered to perform security alarm/access control work in Michigan

● Certifications or manufacturer authorization for proposed equipment

● Proven experience integrating Avigilon ACC systems

● Adequate staffing and project management capacity

● Ability to provide references upon request

7. Pricing and Cost Proposal

Proposals shall include a detailed cost breakdown, at minimum including:

● Equipment costs

● Labor costs

● Subcontracting costs (if applicable)

● Total project cost

The District anticipates a total project cost not to exceed approximately $60,000, excluding taxes, based on current planning estimates. Vendors may propose equivalent or alternate solutions provided all functional requirements are met.

8. Payment Terms

Proposed payment terms should align with the following structure:

● Percentage-based down payment

● Payment upon receipt of stored materials

● Progress billing based on completion

● Final payment upon project completion

Vendors shall clearly outline all payment milestones and conditions.

9. Project Timeline

Optional Pre‑Proposal Site Walkthrough

Romulus Community Schools may offer an optional, non-mandatory site walkthrough for interested vendors. The purpose of the walkthrough is to allow vendors to familiarize themselves with existing conditions, access points, and integration considerations.

● Walkthrough Date: 2/26/2026

● Time: 9:00AM EST

● Location: 36540 Grant Rd., Romulus, MI 48174

● Registration: Vendors intending to attend must notify the District by 3/9/2026

Attendance at the walkthrough is optional and is not required for proposal submission.

No information provided during the walkthrough shall supersede the requirements of this

RFP. Any clarifications resulting from the walkthrough will be issued via written addendum, if applicable.

Vendors shall provide:

● Estimated project start date

● Estimated completion date

● Key milestones

The District prefers installation to be coordinated to minimize disruption to instructional operations.

10. Proposal Submission Requirements

Proposals must include:

1. Executive summary

2. Detailed technical approach

3. Scope compliance statement

4. Itemized pricing

5. Project timeline

6. Vendor qualifications and references

7. Warranty and support details

Proposals must be submitted electronically or in sealed hard copy as instructed by the

District.

11. Warranties and Insurance

The selected vendor must provide a minimum three year hardware/firmware and one year labor warranty, including providing all security updates/patches during the warranty period.

The selected vendor must also pass along any manufacturer warranties to the District upon Project completion.

At a minimum, the selected vendor must carry: commercial general liability insurance in the amount of $1,000,000 per occurrence/$2,000,000 aggregate; auto liability insurance in the amount of $1,000,000; workers’ compensation insurance at statutory requirements;

umbrella liability insurance at $2.,000,000; and cyber/network security liability insurance at $1,000,000. The District shall be named as additional insured on CGL and umbrella.

12. Terms and Conditions

● The form contract between the District and selected vendor is attached as Exhibit

A. Proposals must identify any exception to the form of contract; otherwise, the vendor is deemed to have accepted it in its entirety

● The District reserves the right to reject any or all proposals

● The selected vendor must furnish performance and payment bonds covering

100% of the contract price

● The selected vendor will deliver device inventory, license keys, configuration backups, administrative credentials, and any as-built drawings upon Project completion and closeout; all deliverables will become District property

● The selected vendor is responsibility for maintaining appropriate data security during installation and delivering secure equipment upon Project completion, including, but not limited to, changing default credentials, establishing unique administrator accounts, and alignment with District network/security standards;

changes to outbound cloud dependencies require District approval

● Proposals may be subject to disclosure under the Michigan Freedom of

Information Act following award

● Romulus Community Schools is not obligated to award a contract based on this

RFP

● The District reserves the right to negotiate with the selected vendor

● All costs associated with proposal preparation are the responsibility of the vendor

13. Contact Information

All questions regarding this RFP shall be directed to:

Adam Dennison

36540 Grant Street

Romulus, MI 48174

Phone: (734) 532-1625

MANDATORY SUBMISSION REQUIREMENT:

The Owner, Romulus Community Schools, explicitly states that any bid submitted without the full and complete inclusion of this Disclosure Affidavit will be deemed non-responsive and will not be considered for award. This affidavit is a crucial component of the competitive bidding process, ensuring compliance with relevant state laws and maintaining transparency regarding potential conflicts of interest.-----DISCLOSURE OF

IRAN-LINKED BUSINESS

As required by the Iran Economic Sanctions Act (MCL 129.313) of the State of Michigan, the submitting entity must certify its compliance with the Act's provisions.

Certification and Warranty:

I, the undersigned, being a duly authorized representative of the entity submitting this competitive bid, do hereby certify with my signature below that:

1. This bid is submitted in full compliance with the aforementioned Iran Economic

Sanctions Act.

2. Our business entity is not an "Iran-Linked Business," as that term is specifically defined within the Act.

3. Our business entity will not become an Iran-Linked Business during the entire duration of the engagement or project resulting from this bid.

4. Our business entity will not subcontract with any Iran-Linked Businesses for the provision of any products, materials, or services required for the successful completion of this project.

-----DISCLOSURE OF FAMILIAL RELATIONSHIPS FOR COMPETITIVE BIDS

In accordance with Michigan Compiled Law (MCL 380.1267), the bidder is required to disclose any and all familial relationships. This disclosure is necessary to ensure fair competition and prevent conflicts of interest in the procurement process.

Definition of Familial Relationship: For the purpose of this disclosure, "familial relationship" includes, but is not limited to, a relationship by blood, marriage, or adoption, such as a spouse, child, parent, sibling, in-law, grandparent, or grandchild.

Required Disclosure:

Please check the appropriate box below:

[ ] THERE IS NO FAMILIAL RELATIONSHIP.

The owner, principal, or any employee of the bidding entity has no familial relationship with any member of the Romulus Community Schools Board of Education or the

Superintendent of Romulus Community Schools.

[ ] THE FOLLOWING FAMILIAL RELATIONSHIP exists:

A familial relationship exists between an owner or employee of the bidding entity and a member of the Romulus Community Schools Board of Education or the Superintendent.

Detailed Explanation (If Applicable):

● Please use the space provided below, or attach additional, clearly labeled pages, to fully detail the nature of the familial relationship(s), including the name of the individual in the bidding entity, their relationship to the Board Member/Superintendent, and the name of the related Board Member or Superintendent.

-----AFFIANT STATEMENT AND NOTARIZATION

FIRM NAME:

NAME (Printed):

TITLE: _____________________________________________________________________

DATE: _____________________________________________________________________

I, _____________________________________________________________________, having been duly sworn on oath, say that

[printed name of affiant]

I am the above-named individual, that I have personally prepared or reviewed the foregoing affidavit, and that all statements and certifications contained herein are true and accurate to the best of my knowledge and belief.

[signature of affiant]

NOTARIZATION SECTION

Subscribed and sworn to before me, this ____ day of __________________________, 2026.

[signature of Notary]

Notary Public, in and for the County of

______________________________________________, State of Michigan

[printed/typed name of Notary]

My commission expires: ______________________________________________

END OF REQUIRED BID FORM AFFIDAVIT

Exhibit A

CONTRACTOR AGREEMENT

This Contractor Agreement (“Agreement”) is made this _____ day of _________________, 20__ by and between __________________________________________________________ (hereinafter referred to as "Owner"), and _______________________________________________ (hereinafter referred to as “Contractor”), for video intercom and access control system upgrades (the “Project”) in accordance with the terms and conditions herein.

RECITALS

WHEREAS, Contractor is an entity which has represented to have the personnel, expertise, training, capacity and qualifications to timely and satisfactorily perform the Project in accordance with any plans, specifications, and manufacturer’s instructions applicable to the Project (the “Plans and Specifications”); and

WHEREAS, the Owner and Contractor desire to enter into this Agreement to memorialize the parties obligations with respect to the Project.

NOW THEREFORE, in consideration of the mutual promises and benefits contained herein, the parties agree as follows:

SECTION 1 – INCORPORATION OF DOCUMENTS

1.1 The following documents are incorporated by reference as if fully restated herein: (i) Plans and Specifications, (ii) any documents referenced in the Plans and Specifications, (iii) the Owner’s Request for Proposal for the Project dated _______ (the “RFP”), and (iv) the Contractor’s proposal in response thereto (the “Proposal”). This Agreement and the incorporated documents are collectively referred to as the “Contract Documents”. In the event of any inconsistency or ambiguity within, between, or among the Contract Documents, the provision that is more beneficial to the Owner (as determined in the Owner's sole discretion) shall be deemed to control.

SECTION 2 – DESCRIPTION OF SERVICES / RELATIONSHIP OF PARTIES

2.1 Contractor shall provide all design, installation, post-installation, and other services described in the documents identified in Section 1, as required by law, as may otherwise be subsequently agreed to by the parties in writing via amendment, and any related and incidental services necessary to properly and timely complete the Project (“Services”).

2.2 Contractor agrees that the individuals assigned to provide Services under this Agreement, whether by Contractor directly or authorized subcontractors, consultants, or agents, will adhere to applicable professional standards and will perform all Services in a manner consistent with generally accepted proficiency and competency for the type and nature of work rendered.

2.3 Services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. Contractor shall submit for the Owner’s approval a schedule for the performance of Services within time frames required by the Contract Documents.

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

2.5 Contractor shall follow the highest standards of its profession in performing all Services under this Agreement. Contractor’s employees assigned to provide Services shall be fully certified, licensed and approved as necessary to lawfully perform the Services. Contractor and its employees shall at all times comply with applicable federal, state and local laws, rules, regulations and policies, including but not limited to the Owner’s board policies.

2.6 Contractor is expected to coordinate the timing, location, and performance of Services with the Owner and any other person or entity identified to the Contractor in writing. The intent of this paragraph is not to direct the Contractor's work, but only to ensure the efficient and smooth performance of same in light of the Owner’s ongoing operations. The Contractor shall cooperate and coordinate with any other contractors working on the Owner's overall project to ensure a seamless and efficient installation of improvements.

2.7 In the performance of Services under this Agreement, Contractor (its agents, subcontractors and employees) shall be regarded at all times as performing services as an independent contractor of the Owner. Within the meaning of all applicable federal, state and local laws, including but not limited to, employment taxes, income taxes, labor relations acts, employment discrimination laws, minimum wage and overtime laws, and workers' compensation laws (collectively, the "Employment Laws"), Contractor is and shall be deemed to be the sole employer of all personnel used to provide services on behalf of Contractor pursuant to this Agreement (the "Contractor Personnel"), and its relationship with the Owner shall be deemed to be that of an independent contractor and not that principal and agent, servant, or employer and employee. As the employer of the Contractor Personnel, Contractor shall: (a) have the power to hire, discipline, recruit, train and terminate Contractor Personnel; (b) instruct the Contractor Personnel on when, where and how to perform their duties: (c) determine the amount of frequency of wage, benefit, salary, bonus and other payments to Contractor Personnel; (d) determine and pay the amount, if any, of reimbursement for business and/or traveling expenses of Contractor Personnel; (e) pay and file with all appropriate governmental entities all necessary payroll information, taxes and deductions, including but not limited to, federal, state and local income taxes, social security taxes, and unemployment taxes; (f) comply with the Employment laws; and (g) pay any and all workers' compensation and other insurance costs and premiums applicable to employers.

2.8 The Owner’s representative for the Project is _________________ (“Designated

Representative”). The Designated Representative shall have the right to review and inspect the Contractor’s services, work, records, documents, reports, insurance policies, estimates, memoranda, analyses, activities, and any other matter related to the Contractor’s performance of Services. Any documents officially submitted by the Contractor related to this Project shall be reviewed and approved by the Designated Representative and the Owner.

2.9 From the moment of creation and regardless of the stage of completion, the Owner shall be deemed the owner of any documents or instruments of service created by Contractor and used in the performance of Services.

SECTION 3 – FEES, INVOICE AND PAYMENT

3.1 In consideration of Contractor’s full, timely, and proper performance of all Services under this Agreement, the Owner will pay to Contractor _____________________________________ Dollars

3.2 Any significant increase in the scope of work required by this Agreement may be subject to an additional fee if (i) required for the Project, (b) the Owner authorizes the performance of the same in writing prior to Contractor’s provision of any such service, including the applicable cost for such work, and

(c) Contractor provides a good faith estimate of the cost of the same prior to the Owner’s authorization, including, as applicable pricing in accordance with unit costs set forth in the Contract Documents. The Owner shall not be obligated to pay for any additional services in the absence of the foregoing.

3.3 Invoices shall be submitted in accordance with the payment milestones identified in the Proposal but no more frequently than monthly and shall coincide with the value of work performed. The Owner will remit payment on undisputed invoices or undisputed portions of invoices within thirty (30) days of receiving the invoice, but in no event shall a payment be made if such payment will result in the Contractor receiving an amount that exceeds the value of services performed to date. Notwithstanding the foregoing, Owner shall have no obligation to make any payments until Contractor provides all insurances required by this Agreement.

3.4 Without regard to Section 3.3, the Owner shall be entitled to retain ten percent (10%) of any amounts paid until the Contractor has successfully and finally completed its Services.

SECTION 4 – INDEMNIFICATION AND INSURANCE

4.1 Contractor shall indemnify and hold the Owner (and its officers, board members, employees, and agents) harmless from and against all liabilities, damages, fines, penalties, demands, forfeitures, claims, suits, causes of action or any other liabilities or losses, including all costs of defense, settlement and prosecution along with attorney, expert and other professional fees, arising out of or related to any negligence, wrongful act or breach of this Agreement or the obligation of Contractor or any of its employees or others for whom it is responsible in connection with the performance or non-performance of the Agreement. Contractor's indemnification responsibility shall equal the full amount of its degree of fault.

4.2 Contractor agrees to procure and maintain insurance coverage in types and amounts required by the RFP, required by law, or reasonably required by the Owner, whichever is greater. Insurance shall be obtained and maintained from an insurance company licensed to sell insurance in the State of Michigan with an A+ A.M. Best rating, or equivalent. Insurance coverages shall not be reduced or eliminated without at least sixty (60) days prior written notice to the Owner.

4.3 Contractor's insurances shall be obtained (and provided to the Designated Representative and Owner) prior to the commencement of Services and shall be maintained either: (a) if occurrence-based, for at least one year following final completion, and/or (b) if claims-made, for at least seven years following final completion. The Owner and shall be identified as an additional insured on all applicable insurances.

Contractor’s insurance shall be primary and not contributory.

4.4 Contractor shall provide performance and payment bonds equal to 100% of the Contract

Sum identified in Section 3 and otherwise in accordance with applicable laws, including but not necessarily limited to MCL 129.201, et seq.

SECTION 5 – EMPLOYEES AND SUBCONTRACTING

5.1 The Owner reserves the right to approve the identity of representatives and employees of the Contractor and any subcontractors. The Owner shall have the right to request removal of any employee of the Contractor or any subcontractor from the project at the Owner’s direction, and Contractor will remove or relocate such individual(s) upon 2 weeks' notice, subject to Contractor's status as employer.

5.2 Contractor shall not use subcontractors without the Owner’s prior written consent. If

Contractor desires to use a subcontractor, it will notify the Owner in writing, including the name, scope of work, and any other information requested by the Owner. The Contractor will be fully responsible to the Owner for the acts and omissions of subcontractors and of all persons whether directly or indirectly employed by the Contractor. Nothing in this Agreement shall create any contractual relationship between any subcontractor and the Owner. The Contractor shall not assign, transfer, convey, or otherwise dispose of the Agreement, or any part thereof, or the Contractor’s right, title, or interest in same without the prior written consent of the Owner. The Contractor shall not assign any of the monies due or to become due and payable under the Agreement without prior written consent of the Owner.

5.3 The Contractor shall not hire any Owner employee to perform Services without the Owner’s prior written consent, which may be provided or withheld in the Owner’s sole discretion.

SECTION 6 – NONDISCRIMINATION

6.1 Contractor shall not discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment, because of race, color, religion, national origin, age, sex, weight, or marital status and other employment matters described by Title VII of the Civil Rights Act of 1964 (Pub. L. 88-352. Breach of this covenant may be regarded as a material breach of the agreement.

SECTION 7 – OWNER’S RIGHT TO CORRECT DEFICIENCIES

7.1 If the Contractor shall neglect to perform the work properly, or should it refuse to remedy any defects in the work due to inferior quality or workmanship or material, or should it in any manner fail to perform any provision of the Agreement, the Owner, after 7 days' notice to the Contractor, may correct such deficiencies at Contractor’s cost and may deduct the cost thereof from any payment due the Contractor.

The remedy described in this section is not exclusive and shall have no effect on the Owner’s ability to seek recovery for, among others, breach of contract, breach of warranty, and/or performance bond claims.

SECTION 8 – TIME FOR PERFORMANCE

8.1 Time is of the essence of this Agreement. The Contractor acknowledges and agrees that the performance of Services shall commence as reasonably directed by Owner and shall be fully and finally completed by __________________, 202___.

SECTION 9 – DISPUTE RESOLUTION

9.1 The parties shall first attempt to resolve disputes through non-binding mediation. Any claim or dispute not resolved by non-binding mediation shall be subject to litigation in accordance with Michigan law.

9.2 A demand for mediation may be filed along with a complaint in litigation, but the process of non-binding mediation shall proceed first (so long as permitted by the applicable court). Any demand for mediation filed prior to a complaint in litigation shall toll the statute of limitations for all applicable claims until the mediation process has been completed, successfully or unsuccessfully.

9.3 In the event of any mediation arising out of or relating to this Agreement, Owner reserves the right to require that the mediation hearing be conducted in the general area where the Owner’s principal place of business is located. Any agreements reached in mediation shall be binding in accordance with law.

9.4 The Owner reserves the right in its discretion to require consolidation or joinder of any dispute arising out of or relating to this Agreement with another mediation or arbitration involving a person or entity not a party to this Agreement, in the event the Owner believes such consolidation or joinder is necessary in order to resolve a dispute or avoid duplication of time, expense or effort.

9.5 The Contractor shall include similar dispute resolution provisions in all agreements with subcontractors, sub-consultants, suppliers, or fabricators so retained, thereby providing for a consistent method of dispute resolution between the parties to those agreements.

9.6 As a condition precedent to any claim or cause of action brought by the Contractor against the Owner, the Contractor shall notify the Owner in writing of any contractual or other dispute within 21 days of becoming aware of same. The failure to timely provide such notice shall be an irrevocable waiver of any claim or cause of action. Claims and causes of action by the Owner shall be subject to the applicable statute of limitations under Michigan law, but in no event shall a claim by the Owner be deemed untimely if filed within six (6) years of final completion of the Services.

SECTION 10 – TAXES

10.1 The Contractor acknowledges that the Owner is a tax-exempt entity and that any taxes incurred pursuant to performance of this Agreement, including but not necessarily limited to sales and use taxes, shall be the sole responsibility of Contractor.

SECTION 11 – TRAINING, SERVICE/MAINTENANCE, WARRANTIES

11.1 The Contractor shall provide all training services, service and maintenance services, and warranties required or recommended by manufacturers, installers, and/or any other company providing labor or materials for this Project, at no additional cost to the Owner.

11.2 In addition to, and not in substitution of, Section 11.1, the Contractor shall assign and forward to the Owner any manufacturers' warranties for any equipment, software, or materials relevant to the Project and Services.

SECTION 12 – TERMINATION

12.1 The Owner may terminate this Agreement upon seven (7) calendar days' prior written notice to the Contractor. The Contractor may terminate this Agreement for the Owner’s failure to substantially perform its obligations under this Agreement, so long as written notice of such failure has been provided to Owner fails to cure such failure within thirty (30) days of receiving the notice. If the Agreement is terminated prior to completion of the Services, Contractor shall provide a final report based on the value of the Services reasonably and properly performed as of the date of termination, and the Owner shall make payment for all services properly performed prior to termination, but in no event shall such sum exceed the fee described in Section 3.1.

SECTION 13 – CONFIDENTIALITY

13.1 If Contractor receives information of the Owner that is "confidential" or "business proprietary," Contractor shall keep such information strictly confidential and shall not disclose it to any other person except to its employees, those who need to know the content of such information in order to perform services solely for this Project, or its consultants whose contracts include similar restrictions. The parties acknowledge that the Owner cannot provide similar confidentiality protection due to the applicable of the Michigan Freedom of Information Act and the Michigan Open Meetings Act, among others.

SECTION 14 -- MISCELLANEOUS

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

14.2 This Agreement, including all attachments and documents incorporated herein by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes any prior or contemporaneous understandings or agreements with respect to the services contemplated.

14.3 None of the terms and provisions of this Agreement may be modified, waived, or amended in any way except by written amendment, change order, or construction change directive.

14.4 Failure by either party at any time to require performance by the other party or to claim breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach nor affect the validity and operation of this Agreement, nor prejudice either party with regard to any subsequent action to enforce the terms of this Agreement.

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

14.6 If any provision of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected, impaired or prejudiced thereby.

14.7 This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which constitute one and the same agreement.

14.8 Contractor shall not be entitled to additional compensation in the event it is necessary to extend the Project completion date because the Project is delayed due to conditions beyond the control of the Owner, such as strikes, weather, material shortages, site conditions, etc.

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

14.10 Notwithstanding any provisions within the Contract Documents, nothing shall be deemed a waiver of any immunity granted to Owner by law or statute, including but not necessarily limited to, governmental immunity under MCL 691.1407.

14.11 The Effective Date of this Agreement shall be the date the last party identified below has executed this Agreement. The parties acknowledge and agree that all of the Contractor’s services related to the Project shall be governed by this Agreement, even if such services were performed prior to the Effective Date.

SECTION 15 – AUTHORIZATION

15.1 The Agreement has been duly authorized, executed and delivered by the parties and constitutes a legal, valid and binding obligation upon each of them, enforceable in accordance with its terms.

Each person placing his/her signature below represents and warrants that he/she is the signatory duly authorized to execute this Agreement on behalf of the Owner or Contractor, as is respectively applicable.

OWNER, CONTRACTOR,

By: _______________________________ By: _______________________________

Its: _______________________________ Its: _______________________________

Dated: ____________________________ Dated: ____________________________

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