Integrated Access Control System Project

Request for Proposals

for Pricing and Design Strategies

For

Springfield Township’s

Integrated Access Control System Project

Springfield Township,

Hamilton County, Ohio

Issue Date: May 8, 2026

Proposal Due Date: May 28, 2026

Proposals may be addressed to:

Springfield Township Fiscal Officer

9150 Winton Road

Cincinnati, Ohio 45231

(513) 522-1410 / (513) 522-1411 (fax)

The Board of Trustees of Springfield Township, Hamilton County, Ohio, 9150 Winton Road, Cincinnati, Ohio 45231 will receive sealed proposals for the above-referenced project until 12:45 p.m. on May 21, 2026. These proposals will be opened at a special meeting on that date at 1:00 p.m.

TABLE OF CONTENTS

1. Copy of Advertisement 3

2. Overview, Facilities Included, Facilities Diagram………………………………………. 5

3. Applicable Regulation and Standards, Project Objectives ……………………………… 6

4. Scope of Work…………………………………………………………………………… 7

5. Contractor Qualifications ………………………………………………….…………….. 8

6. Insurance Requirements………………………………………………………………….. 9

7. Submittal & Proposal Requirements, Warranty Requirements & Support…………….. 10

7. General Conditions, Evaluation Criteria……………………………………...………… 11

8. Proposal Acknowledgment 12

9. Sample Agreement 14

10. Exhibits…………………………………………………………………………………. 21

11. Prevailing Wage Documentation………………………………………………………...24

REQUEST FOR PROPOSALS

ACCESS CONTROL SYSTEM FOR MULTIPLE FACILITIES

The Board of Trustees of Springfield Township, Hamilton County, Ohio, 9150 Winton Road, Cincinnati, Ohio 45231 will receive sealed proposals, until 12:45 p.m. on May 28, 2026 from qualified and properly licensed security integrators to design, furnish, install, configure, test, and commission an enterprise-grade electronic access control system across multiple Township facilities.

This project is Access Control Only and shall utilize Genetec Security Center (Synergis) as the unified access control platform, fully integrated with SALTO Virtual Network (SVN) smart locking systems. Video surveillance is explicitly excluded from this RFP.

The intent of this RFP is to establish a standardized, secure, scalable, and Ohio-code-compliant access control system for Township facilities including the Administration Building, Police Department, and two Fire Stations.

All proposals must be submitted to the Township Fiscal Officer at the Springfield Township Administration Building located at 9150 Winton Road, Cincinnati, Ohio 45231 in a sealed envelope which indicates the name and address of the Contractor and the name of the Project being bid on the outside of the envelope. Proposals will be publicly opened and read aloud at a special meeting on May 28, 2026 at 1:00 p.m.

The Township will hold an Open House and tour of the facilities on May 21, 2026 at 1:30 p.m. starting at the Township Administration Building, 9150 Winton Road, Cincinnati, Ohio 45231, during which time Township staff and the network administrator will be available to answer questions regarding the Township’s network, facilities, and requirements. Contractors wishing to submit proposals are strongly encouraged to attend this Open House. Failure to do so may be considered in awarding the project.

Contractors must comply with the prevailing wage rates on public improvements in Hamilton County, Ohio, as ascertained by the Ohio Bureau of Employment Services, Wage and Hour Division, State of Ohio, as provided for in Section 4115.03 to 4115.14 inclusive of the Ohio Revised Code. Each proposal will be deemed to include this provision. A Bid Guaranty and Contract Bond in accordance with Section 153.54 of the Ohio Revised Code amounting to 100% of the proposal Amount or a certified check, cashier's check or letter of credit pursuant to R.C. Chapter 1305 in the amount of 10% of the proposal amount must accompany all proposals assuring a firm contract will be entered into upon acceptance of the proposal. Bonds and other forms of guaranty will be returned to unsuccessful contractors. Bid Security furnished in Bond form shall be issued by a Surety Company or Corporation licensed in the State of Ohio to provide said surety. A performance bond and a payment bond, each in the amount of 100% of the contract price, are also required to ensure the faithful performance of the contract.

Copies of the RFP and all related documents are available at the Springfield Township Administration Building. Questions pertaining to the RFP documentation should be addressed to Kathleen Kennedy, Assistant Township Administrator, by email at kkennedy@springfieldtwp.org.

The Board of Trustees reserves the right to reject any and all proposals, to accept the proposal which it deems to be in the best interest of Springfield Township, even if it is not the lowest, to waive any formalities or irregularities in the RFP process, or to advertise for new proposals if in its judgment the best interests of the Township would be promoted thereby. Except as expressly permitted by law, no proposal may be changed, modified, altered, or withdrawn for a period of sixty (60) days after the opening of the proposals.

Overview

Springfield Township, Hamilton County, Ohio invites qualified and properly licensed security integrators to submit proposals to design, furnish, install, configure, test, and commission an enterprise-grade electronic access control system across multiple Township facilities.

This project is Access Control Only and shall utilize Genetec Security Center (Synergis) as the unified access control platform, fully integrated with SALTO Virtual Network (SVN) smart locking systems. Video surveillance is explicitly excluded from this RFP.

The intent of this RFP is to establish a standardized, secure, scalable, and Ohio-code-compliant access control system for Township facilities.

Facilities Included

The system shall cover the following Springfield Township facilities:

1. Springfield Township Administration Building

2. Springfield Township Police Station

3. Fire Station 79

4. Fire Station 75

Each facility shall be capable of centralized management under a single Genetec Security Center instance, with appropriate role-based access controls.

Facility Diagrams

Diagrams of the Facilities and the desired system equipment and configuration are included as follows:

Exhibit A: Springfield Township Administration Building

Exhibit B: Springfield Township Police Station

Exhibit C: Fire Station 79

No diagram is provided for Fire Station 75. The requirements for that Fire Station are listed in Exhibit D (Fire Station 75 Equipment list) and will be detailed at the Open House and facility tour held on May 21, 2026 at 1:30 p.m.

Applicable Regulations and Standards

All work and materials shall comply with, at a minimum:

• Ohio Revised Code (ORC) applicable to public contracting

• Ohio Administrative Code (OAC)

• Ohio Building Code (OBC)

• Ohio Electrical Code

• National Electrical Code (NEC)

• TIA/EIA cabling standards

• FCC regulations

• NDAA Section 889 compliance

• Contractors must hold all applicable Ohio low-voltage / ELV licensing and comply with prevailing wage requirements where applicable.

• All contractors and visitors, including vendors conducting on-site inspections in anticipation of submitting a proposal, must submit to and pass a criminal history check per Ohio LEADS and FBI requirements for vendor access in CJIS restricted areas.

Project Objectives

The primary objective of this project is to deploy a truly unified, enterprise-grade access control solution using Genetec Security Center (Synergis) as the central security platform with SALTO SVN smart locks and card readers as the standardized field hardware.

The system shall:

• Utilize Genetec Security Center as a single, unified security platform designed from the ground up (not a collection of loosely integrated subsystems)

• Provide a single pane of glass user interface for access control monitoring, administration, reporting, and auditing

• Enable centralized and multi-site access control management across all Township facilities

• Reduce operator workload by eliminating multiple software applications and databases

• Support scalable growth, future integrations, and additional facilities without re-architecture

• Ensure high availability, resiliency, and cybersecurity best practices

• Maintain full compliance with Ohio codes, municipal requirements, and NDAA Section 889

Scope of Work

A. Access Control Platform – Genetec Security Center (Synergis)

The access control system shall be based on Genetec Security Center with Synergis, a fully unified security platform providing centralized command, control, monitoring, and reporting capabilities through a single interface.

The contractor shall:

• Provide and license the current supported version of Genetec Security Center (Synergis)

• Deploy a single, unified platform architecture (no separate access control software or databases)

• Configure centralized access control management for all Township facilities

• Provide a single pane of glass interface for operators and administrators

• Support role-based access, cardholder management, and privilege assignment

• Provide real-time event monitoring, alarms, and comprehensive audit trails

• Support Global Cardholder Management for multi-site credential synchronization

• Support Federation™ or equivalent Genetec capabilities if facilities are segmented or expanded

• Provide failover and redundancy options to ensure continuous system availability

• Integrate natively with SALTO SVN locking systems for unified credential management

• Support Active Directory integration for administrative accounts where approved by Township IT

The system architecture shall be open and scalable, allowing future expansion and integration without vendor lock-in.

No substitute access control platforms or non-unified systems will be accepted.

B. Electronic Locking Hardware – SALTO SVN / SALTO Space Platform

SALTO shall serve as the exclusive access control locking and reader manufacturer for this project. The solution shall be based on the SALTO Space access control platform, utilizing SALTO Virtual Network (SVN) technology.

The contractor shall:

• Provide and install SALTO SVN wireless access control smart locks and SALTO wall-mounted card readers compatible with the SALTO Space platform

• Utilize SALTO Space as the on‑premise access control environment supporting centralized management of SALTO devices

• Employ SALTO Virtual Network (SVN) data‑on‑card technology to enable secure, virtually networked access control without the requirement for hard‑wiring to every door

• Support a combination of online and offline/battery‑powered access control devices

• Support contactless credentials including MIFARE, DESFire EV1, BLE, NFC, and SALTO mobile credentials

• Enable near‑real‑time or real‑time audit trail synchronization between SALTO devices and Genetec Security Center

• Provide centralized credential issuance, modification, and revocation through the unified Genetec Security Center interface

• Ensure locks support a minimum of 48,000 operational cycles per battery set

• Support on‑device storage of audit events (minimum 1,000 events per device)

• Coordinate with existing door hardware, frames, panic devices, and electrified egress hardware

• Ensure all locking devices and readers comply with Ohio Building Code, fire and life‑safety codes, ADA requirements, and egress standards

All SALTO hardware must be SALTO Space compatible, SVN‑certified, and fully supported by native integration with Genetec Security Center (Synergis).

No non‑SALTO locking hardware or card readers shall be proposed.

C. Credentials

• Provide proximity cards and/or mobile credentials

• Configure credential issuance, revocation, and reporting

• Ensure compatibility across all facilities

D. Infrastructure & Cabling

• Provide Cat6 cabling where required for gateways, controllers, and network devices

• All cabling shall comply with NEC and TIA/EIA standards

• Provide labeling, pathway management, and termination

• Fiber shall be used for runs exceeding 100 meters

• Provide certified test results and as-built documentation

Contractor Qualifications

Respondents must:

• Be a Certified Genetec Reseller / Integrator

• Be SALTO SVN certified

• Employ technicians trained in Genetec Synergis and SALTO SVN

• Employ technicians and subcontractors/vendors who are willing and able to submit to and pass a criminal history check per Ohio LEADS and FBI requirements for vendor access in CJIS restricted areas

• Have an RCDD on staff

• Have a minimum of five (5) years’ experience with municipal access control projects

Insurance Requirements

Contractors must carry and maintain insurance of the following types and minimum limits for at least two (2) years after final completion of this Project:

• Workers’ compensation insurance.

• Business automobile liability insurance (including owner, non-owned, and hired vehicles) in an amount not less than five hundred thousand dollars ($500,000.00) per occurrence.

• Contractor’s General Public Liability and Property Damage Insurance issued to the Contractor and protecting him from all claims for destruction of, or damage to, property arising out of or in connection with any operation under this Contract, whether such operations be made by himself or by any subcontractor under him, or anyone directly or indirectly employed by the Contractor or by any subcontractor under him. All such insurance shall be written with a limit of liability of not less than $1,000,000.00 combined single limit for all damages arising out of bodily injury, including death, at any time resulting therefrom, and all damages arising out of injury or destruction of property, including the property of Springfield Township during the policy period.

• Umbrella/Excess Insurance written with a limit of liability of not less than $2,000,000.00 combined single limit for all damages arising out of bodily injury, including death, at any time resulting therefrom, and all damages arising out of injury or destruction of property, including the property of Springfield Township during the policy period and which shall be in addition and supplemental to all insurance coverages listed in this Section.

• Property Insurance issued to the Contractor and protecting him from all claims for destruction of, or damage to, materials owned by the Township and stored on Contractor’s business premises or other storage facility of the Contractor. All such insurance shall be written with a limit of liability of not less than $1,000,000.00 combined single limit for all damages arising out of injury or destruction of property, including the property of Springfield Township during the policy period.

Submittals & Proposal Requirements

Proposals shall include:

1. Executive summary

2. Detailed technical approach

3. Bill of Materials (BOM) with manufacturer part numbers

4. System architecture and door schedules

5. Project schedule and milestones, including substantial completion date

6. Itemized pricing by facility

7. List of labor and/or materials, if any, required for the project but not included in the proposal (e.g. electrical work, damage repair and painting, etc.)

8. Warranty details

9. Proof of certifications and licensing

10. Identification of and work experience details for project leads and RCDD

11. Insurance certificates

12. Name and contact information for three (3) municipal references for similar projects

13. Bid Guaranty and Contract Bond in accordance with Section 153.54 of the Ohio Revised Code amounting to 100% of the proposal Amount or a certified check, cashier's check or letter of credit pursuant to R.C. Chapter 1305 in the amount of 10% of the proposal amount

Warranty & Support

Minimum warranty requirements:

• Labor: 1 year

• SALTO hardware: 1 year

• Genetec Hardware: 5 years

• Cabling system certification: 25 years

• Remote and on-site support during warranty period

General Conditions

• Springfield Township reserves the right to reject any or all proposals

• All substitutions must be clearly identified (no platform substitutions permitted)

• Township is not responsible for proposal preparation costs

Evaluation Criteria

Springfield Township will award this Project based on the following criteria:

a. Responsiveness of the Proposal: The determination of the responsiveness of a proposal involves an evaluation of the completeness and accuracy of the documents and items submitted by the contractor in response to the request for proposals. Specific items which may be considered by Springfield Township in evaluating the level of responsiveness of the proposals received are as follows:

i. Completion of all aspects of proposal;

ii. Submittal of all additional documentation required by the proposal;

iii. Accuracy of the information contained in the proposal;

iv. Whether the proposal is based on actual site evaluation taken during the Open House and facilities tour;

v. Whether the proposal meets the operational and budgetary goals of the Township; and

vi. Lack of irregularities or deviations from the specifications.

b. Responsibility of the Contractor: The determination of the responsibility of a contractor involves an evaluation of the quality of the contractor. Specific items which may be considered by Springfield Township in evaluating the level of responsibility of contractors are as follows:

i. The contractor’s work history.

ii. The contractor’s prior experience on other municipal projects as evidenced by the references provided.

iii. The contractor’s ability to complete projects on time and in compliance with the contract documents.

iv. The number of years contractor has provided the services required by the Project.

Each of the above enumerated factors, standing alone, shall not be considered determinative. Springfield Township shall have complete discretion in assessing the level of importance to be placed upon any one or more of the factors enumerated, consideration of additional factors not listed, and in determining the best contractor in awarding this Project.

Proposal Acknowledgement

We, the undersigned, having familiarized ourselves with the Request for Proposal prepared by Springfield Township of Hamilton County, do hereby propose to furnish all labor, materials, equipment, and supervision required for:

Pricing and Design Strategies

For

Springfield Township’s

Integrated Access Control System Project

We acknowledge and agree that the RFP and all documents submitted in response thereto (except to the extent that such submittals contradict the RFP) shall become the Agreement between the parties and shall be binding upon Contractor.

Company Name:

Company Address:

Company Telephone Number (w/Area Code):( )

Company E-Mail Address:

Number of Years in Business:

Federal Tax ID No:

Contact Person’s Name & Title:

State whether a: Corporation ( ), Partnership ( ), Sole Proprietorship ( ), Individual ( )

Indicate all occurrences of the following in the last 4 years (if none, so state). For verification attach documentation, and/or provide sufficient and appropriate detail information such as: Project name, Owner, contact person and telephone number, contract amount, etc.

a) Prevailing Wage violations:

b) Contract abandonment, contract termination or Surety takeover:

c) Debarment by state, federal or local jurisdiction:

d) OSHA violations:

e) Liquidated damages assessed:

I hereby certify that the information above is factual and complete.

Company Name

Authorized Official (please print or type)

Signature of Authorized Official Date:

SAMPLE AGREEMENT

This Agreement is made this day of , 2026, by and between (“Contractor”) a organized in whose address is and Springfield Township (“Springfield Township” or the “Township”), whose address is 9150 Winton Road, Cincinnati, Ohio 45231.

Contractor is a company which is in the business of providing Access Control Systems.

Springfield Township is the owner of various facilities in need of an updated Access Control System.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. PROFESSIONAL STANDARDS

Contractor agrees perform the services outlined in this Agreement, and any additional work requested by Springfield Township and accepted by Contractor consistent, with the professional skill and care ordinarily provided by professionals providing Services in the same or similar locality under the same or similar circumstances (“Standard of Care”). Contractor represents that it is engaged in the business of performing services of the type required by this Agreement and that it possesses the requisite experience and technical expertise to perform the Services. Receipt by Contractor of any approval by Springfield Township shall not release or diminish the obligation of Contractor to perform Services in accordance with this Standard of Care.

2. CONTRACT DOCUMENTS AND SCOPE OF SERVICES PROVIDED BY CONTRACTOR

a. The Contract Documents governing this Agreement are as follows:

i. Request for Proposals (as advertised and as contained in the Request for Proposals);

ii. Request for Proposal Packet;

iii. Proposal submitted by Contractor

iv. Acknowledgment Form (Completed by Contractor);

v. Prevailing Wage Rate Materials for Hamilton County, Ohio;

vi. Bid Guaranty Bond;

vii. Certified Power of Attorney;

viii. Ohio Industrial Commission Certificate indicating payment of Workers’ Compensation Premium;

ix. Contractor’s Statement as to Delinquent Taxes; and

x. Certificate of Liability Insurance.

b. Services to Springfield Township: Contractor will provide the following services (“Services”) to Springfield Township:

• Scope of Work as designated in the proposal submitted by Contractor and the specifications outlined in the Request for Proposals

3. INSURANCE REQUIRED

In addition to the complete and adequate workers’ compensation insurance, the Contractor shall carry and maintain for a period of two (2) years after final completion of this Project:

a. Business automobile liability insurance (including owner, non-owned, and hired vehicles) in an amount not less than five hundred thousand dollars ($500,000.00) per occurrence.

b. Contractor’s General Public Liability and Property Damage Insurance issued to the Contractor and protecting him from all claims for destruction of, or damage to, property arising out of or in connection with any operation under this Contract, whether such operations be made by himself or by any subcontractor under him, or anyone directly or indirectly employed by the Contractor or by any subcontractor under him. All such insurance shall be written with a limit of liability of not less than $1,000,000.00 combined single limit for all damages arising out of bodily injury, including death, at any time resulting therefrom, and all damages arising out of injury or destruction of property, including the property of Springfield Township during the policy period.

c. Umbrella/Excess Insurance written with a limit of liability of not less than $2,000,000.00 combined single limit for all damages arising out of bodily injury, including death, at any time resulting therefrom, and all damages arising out of injury or destruction of property, including the property of Springfield Township during the policy period and which shall be in addition and supplemental to all insurance coverages listed in this Section.

d. Property Insurance issued to the Contractor and protecting him from all claims for destruction of, or damage to, materials owned by the Township and stored on Contractor’s business premises or other storage facility of the Contractor. All such insurance shall be written with a limit of liability of not less than $1,000,000.00 combined single limit for all damages arising out of injury or destruction of property, including the property of Springfield Township during the policy period.

All insurance must be procured from a company or companies that are authorized to do business within the state of Ohio. Within ten (10) days of the Notice of Award of Contract, the Township shall receive a certificate of insurance indicating the above insurance policies are in force.

If any of the Contractor’s liability coverages are provided on a claims-made basis, the policy date or retroactive date shall predate the Agreement and the termination date of the policy or applicable extended reporting period shall be no earlier than two (2) years after the termination date of the Project.

All insurance costs shall be paid by the Contractor and the required coverage and amounts shall be maintained without interruption during the entire term of this Agreement and for two (2) years after final completion of this Project.

If Contractor sublets/subcontracts any portion of the work to be performed under this Agreement, Contractor shall be responsible for guaranteeing that the subcontracted work is covered by insurance equal to or greater than that required of the Contractor by this Agreement.

4. COMPENSATION

The Township shall pay Contractor for Contractor’s performance under this Agreement a Contract Sum of ($ ). The Contract Sum due under this Agreement shall be paid to Contractor as follows:

a. Application:

Applications for payment shall be submitted by the Contractor to the Township Finance Director, Kim Cox, at 9150 Winton Road, Cincinnati, Ohio 45231. Each application for payment shall only request payment for labor completed and materials incorporated since the prior request for payment, if any, was submitted.

Applications for payment shall be made on a form required by the Township and shall include complete releases of all claims of Contractor, all subcontractors and suppliers of either material or labor relating to the work for which payment is requested as well as all required prevailing wage documentation. The Township Assistant Administrator will review the application for approval and, if it is approved, submit the application to the Township Prevailing Wage Coordinator for a determination that the prevailing wage requirements have been satisfied.

Applications for payment for materials shall indicate whether the materials have been incorporated into the Project or whether they are being stored in Contractor’s facilities. Applications for Payment for materials which are merely stored in Contractor’s facilities shall include proof, satisfactory to the Township, that the materials have been fully paid for and are adequately protected and insured against loss and damage. Applications for Payment shall contain an affidavit showing amounts owed to subcontractors and suppliers as well as all documentation required to evidence that the Contractor is complying with the prevailing wage requirements of this Agreement.

Each Application for Payment shall only request payment for labor completed and materials incorporated since the prior request for payment was submitted. No more than one Application for Payment may be submitted per calendar month.

Failure to provide all of the information requested by the Township may result in rejection of the Application. Rejected Applications for Payment will be returned to Contractor by regular United States Mail, postage prepaid, within twenty-four (24) hours of being rejected. Contractor may resubmit a revised Application for Payment to the Township at any time. At its sole discretion, and in lieu of the above rejection methodology, Springfield Township may notify the Contractor of, and remedy, defective and/or incomplete Applications for Payment by alternative means such as telephone communications with Contractor and/or facsimile or email transmission of defective/incomplete Applications without mailing.

b. Determination:

Payments shall be paid pursuant to the following procedure. Within five (5) business days of receiving a completed Application for Payment for Work, the Township Assistant Administrator shall review the Application for approval and shall determine whether the work for which payment has been requested has been completed in compliance with the specifications and requirements contained in the Contract Documents designated in this Agreement, all subcontractors and suppliers have been paid for the materials and labor utilized to complete the portions of the work itemized and paid for as a result of prior Applications for Payment for Work, and whether any reason exists not to pay the amount requested by Contractor. Upon making such determination in the affirmative, the Township Assistant Administrator shall submit the Application to the Township Prevailing Wage Coordinator for a determination that the prevailing wage requirements have been satisfied. After it is determined that the prevailing wage requirements have been satisfied, the Township Assistant Administrator shall forward the request for payment to the Township Finance Director. The Township Finance Director will ensure that payment of the application is made within 15 days of receipt.

5. CHANGE IN SCOPE

Changes in the Services provided by Contractor may be accomplished after execution of this Agreement, without invalidating this Agreement. Changes in the Services resulting from additions to the work requested by Springfield Township shall be performed by Contractor, if mutually agreed in writing, at the cost determined by the parties and agreed in writing prior to the commencement of the work. Changes in the Services due to the fault of Contractor shall be performed by Contractor at no cost to Springfield Township.

6. DATE OF COMMENCEMENT, SCHEDULE, AND COMPLETION REQUIREMENTS

a. Commencement Date: Unless an extension of the commencement date is granted in writing by Springfield Township, Contractor shall begin work immediately upon the execution of the Agreement.

b. Completion Date: Unless otherwise extended by mutual written agreement, the Services outlined will be completed no later than .

c. Schedule Communications: Time is of the essence in this Agreement. The parties will meet regularly to discuss the progress of the work to ensure that the Services are completed by the Completion Date. In the event of unavoidable delay, the parties will determine a revised Completion Date in good faith and commit that date to writing.

7. SUBCONTRACTING & ASSIGNABILITY

a. Subcontracting: Contractor and Springfield Township agree that Contractor will be responsible for performing and/or coordinating all of the Services provided by it pursuant to this Agreement. In the event that any of the services are to be performed by any person or entity other than Contractor, Contractor shall notify Springfield Township of the person or entity which will be providing the service and what service they will be providing and obtain the written consent of Springfield Township prior to the commencement of any work by such subcontractor.

b. Assignability: Neither Contractor nor Springfield Township may assign any rights or obligations under this Agreement without the prior written consent of the other party.

8. TERMINATION FOR CAUSE

Either party may terminate this Agreement (i) if the non-terminating party is in material breach or default of any obligation, agreement, covenant or representation made hereunder, which breach or default is not cured within fifteen (15) days of written notice from the terminating party which details the nature of the breach or default; or (ii) if the other party files or becomes the subject of any bankruptcy, insolvency, receivership or liquidation proceeding, whether domestic or foreign and whether voluntary or involuntary, which is not stayed or dismissed within ten (10) days of commencement thereof.

9. REMEDY FOR BREACH

In the event of the breach of this Agreement by any party, the other party shall have the right to pursue any remedy provided by applicable law.

10. MEDIATION

Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to the institution of legal or equitable proceedings by either party.

The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in Cincinnati, Ohio, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof.

11. MISCELLANEOUS PROVISIONS

a. Governing Law/Venue: This Agreement will be governed by and construed in accordance with the laws of the State of Ohio and any suit or action brought to enforce this Agreement shall be brought in the applicable court located in Hamilton County, Ohio.

b. Hold Harmless: Contractor shall indemnify and hold the Township harmless from any and all losses, claims, demands, damages, suits or causes of action by any person, firm, association, corporation or governmental entity arising out of or connected in any way with the services performed pursuant to this Agreement and/or the negligence, recklessness, gross negligence or willful misconduct on the part of Contractor, its agents, or employees.

c. Parties Bound: This Agreement shall be binding on and inure to the benefit of the parties and their legal successors, if any.

d. Legal Construction: In case any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provision, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it.

e. Complete Agreement/Prior Agreements Superseded: This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this Agreement.

f. Amendment: This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by all parties.

g. Notices: Any notices to be given under this Agreement by either party to the other may be effected in writing by registered or certified mail, with postage prepaid, and return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this Agreement. However, each party may change the address for receipt of notice by giving written notice in accordance with this paragraph. Mailed notices will be deemed communicated on the confirmed date of delivery or (3) days after mailing if there is no confirmation date.

h. Authority to Sign: The representative of Contractor whose signature is affixed to this Agreement affirms that he has been duly authorized to bind Contractor to the terms of this Agreement by his signature. The representative of Springfield Township whose signature is affixed to this Agreement affirms that he has been duly authorized to bind Springfield Township to the terms of this Agreement by his signature.

WHEREAS, both parties acknowledge that they have received a copy of this Agreement and agree to abide by the conditions stated herein.

SPRINGFIELD TOWNSHIP CONTRACTOR

BOARD OF TRUSTEES

By: By:

Christopher D. Gilbert

Township Administrator

CERTIFICATE OF AVAILABILITY OF FUNDS

I certify that , the amount required to meet the contract, obligation, or expenditure herein has been or will be lawfully appropriated for the purpose, and is in the treasury or in process of collection to the credit of Fund # , free from any outstanding obligation or encumbrance.

Dan Berning, Fiscal Officer

Springfield Township